Common use of Representations and Warranties of Lessee Clause in Contracts

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: (a) Lessee is a corporation duly formed, validly existing, and in good standing under the laws of the Republic of Panama; (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;

Representations and Warranties of Lessee. Lessee will provide as of the Effective Date: (i) an Incumbency Certificate or other document identifying the signatures and establishing the authority of the signers of the lease documents, and (ii) an opinion of counsel in form and substance reasonably satisfactory to Lessor. Lessee represents and warrants to for the benefit of Lessor thatand any Assignee, that as of the time of execution and delivery of this Master Lease and each Schedule: (a) Lessee (i) is a corporation limited liability company, duly formedorganized, validly existing, existing and in good standing under the laws of the Republic jurisdiction of Panamaits formation, (ii) is in good standing in each jurisdiction where the Equipment will be located, except where the failure to be in good standing would not, in the aggregate, have a material adverse effect on the business or financial condition of Lessee or ability of Lessee to satisfy its obligations hereunder (a “Material Adverse Effect”), and (iii) has adequate limited liability company power to enter into and perform this Master Lease and each Schedule; (b) Lessee has full corporate power, authority This Master Lease and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement each Schedule have been duly authorized, executed and delivered by Lessee and constitute the legala valid, valid legal and binding obligations agreement of Lessee Lessee, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles enforcement limitations imposed by state or federal laws generally affecting the rights of equitycreditors and general equitable principles; (dc) The Subject to Section 6.1 of this Master Lease, the execution and delivery of and the performance by Lessee of its obligations under this Master Lease Extension and Amendment Agreement each Schedule will not conflict with violate any judgment, order, law or governmental regulation applicable to Lessee or any provision of Lessee’s articles of incorporation, by-laws or other organizational documents or result in any breach of, of or constitute a default under any default under, instrument or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is boundLessee or its assets may be bound or result in the creation of any Lien, except as contemplated herein or as would not, in the aggregate, have a Material Adverse Effect; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fd) There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court court, arbitrator or administrative agency agency, which, either individually or other matters which might materially adversely affect in the ability aggregate, would have a Material Adverse Effect. Lessee is not in default under any obligation for borrowed money that would constitute an Event of Default hereunder; (e) Under all applicable laws, the Equipment consists solely of personal property and not fixtures; (f) The financial statements of Lessee (copies of which have been furnished to perform Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied (“GAAP”), and fairly present in all material respects Lessee’s financial condition and the results of its obligations under this Lease Extension operations as of the date of and Amendment Agreementfor the periods covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations that would, in the aggregate, have a Material Adverse Effect; and (g) Lessee is subject to private commercial law and suit not a tax exempt entity under the Laws Internal Revenue Code of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;1986 as amended.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: (a) Lessee is a corporation [city] [county] [school district] [special district] [body corporate and politic] duly formed, validly existing, organized and in good standing existing under the Constitution and laws of the Republic of PanamaState, with full power and authority to enter into this Master Agreement, each Lease, any Escrow Agreement, if applicable, and any other Related Agreement and the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute the execution and deliver delivery of this Lease Extension and Amendment Master Agreement, all Schedules, any Escrow Agreement (if applicable), any other Related Agreement and documents relating thereto by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred (including compliance with open and public meeting law requirements) in order to perform its obligations hereunderensure the validity and enforceability of this Master Agreement, all Schedules, any Escrow Agreement (if applicable) and any other Related Agreement; (c) This Lease Extension Lessee has complied with such procurement and Amendment public bidding requirements as may be applicable to this Master Agreement have been duly authorized, executed and delivered any Related Agreement and the acquisition by Lessee of the Equipment under each Lease; (d) the use and constitute operation of the legalEquipment is essential to Lessee’s proper, valid efficient and binding obligations economic governmental operation and the functions performed by the Equipment could not be transferred to other equipment available for its use; (e) the execution and performance by Lessee of this Master Agreement, each Lease and any Related Agreement do not require the consent or approval or authorization or order of, the giving of notice to or the registration with, or any hearings or other proceedings by, any federal, state or other governmental authority or agency; (f) the application, statements and credit or financial information submitted by Lessee to Lessor are true, correct and complete and are made to induce Lessor to enter into this Master Agreement, each Lease and each Escrow Agreement (if applicable); (g) there has been no Material Adverse Change since the last submission of financial information to Lessor on or after the Commencement Date under any Lease; (h) there are no suits or proceedings, tax claims, pending or threatened against or affecting Lessee which would impair the ability of Lessee enforceable to perform its obligations under any Lease, any Escrow Agreement or any Related Agreement; (i) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in accordance with their termsany way limits, restricts or prevents Lessee from entering into this Master Agreement, any Lease, any Escrow Agreement or any Related Agreement or performing any of its obligations hereunder or thereunder, except as to the extent that such enforceability performance may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting creditors' ’ rights generally and subject to principles of equitygenerally; (dj) The all authorizations, consents and approvals of, and hearings and other proceedings by, governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease Extension Master Agreement, each Lease, any Escrow Agreement and Amendment any Related Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained and have occurred; (k) the entering into and performance of this Master Agreement, each Lease, any Escrow Agreement and any Related Agreement (i) will not conflict with violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument to which Lessee is a party or by which it or its assets may be bound and (ii) will not result in the creation of any Lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment under any Lease pursuant to an indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided; (el) All consents Lessee’s name as indicated on the first page of this Master Agreement is its true, correct and complete legal name; (m) the useful life of the Equipment will not be less than the Scheduled Term of the related Lease; (n) during the last 10 years prior to the Commencement Date of the applicable Lease, Lessee’s governing body has not failed (for whatever reason) to appropriate amounts sufficient to pay its obligations that are subject to termination or approvals required non-renewal for failure to appropriate funds; (o) to the extent that any Equipment under a Lease may constitute fixtures under applicable State law, Lessee is the fee owner of Lessee by any Governmental Entity the real estate where the Equipment is and will be located and has good and marketable title thereto, and there exists no mortgage, pledge, Lien, security interest, charge or other Person in connection encumbrance of any nature whatsoever on or with respect to such real estate; (p) the street addresses and legal descriptions affixed to the UCC‑1 financing statements and fixture filings filed and recorded with respect to each Lease pursuant to Section 8(c)(vii)(4) and/or Section 13(b) hereof are true, accurate and complete street addresses and legal descriptions of all the properties on which the Equipment is located or to be installed; and (q) as of the date of execution and delivery of this Lease Extension and Amendment Master Agreement and the consummation by date of execution and delivery of each Lease, Lessee of has not granted any Lien on the transactions contemplated hereby and thereby have been duly obtained Collateral that would be senior in priority to, or waived; and except for pari passu with, the filing first priority Lien on the Collateral granted to Lessor under Section 13(b) of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date of this Lease and at all times during the Term of this Lease: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Lease and all related documents (together, the laws of "DOCUMENTS") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Aircraft is or is to have its primary hangar location. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Aircraft pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Lease) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Lease. (f) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied, and Amendment Agreement; andsince the date of the most recent financial statement, there has been no material adverse change. (g) Lessee Lessee's exact legal name is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty as set forth in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement first sentence of this Lease Extension and Amendment Agreement Lessee is and will be at all times validly existing and in good standing under the laws of the State of its incorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "CITIZEN OF THE UNITED STATES" within the meaning of Section 40102(15) of the FAA. Lessee shall not consolidate, reorganize or merge with any other corporation or entity or sell, convey, transfer or lease all or substantially all of its property during the Term of this Lease. (h) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is located at the address set forth above, and Lessee agrees to give Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location. (i) A copy of this Lease, and a current and valid AC Form 8050-1 will be kept on the Aircraft at all times during the Term of this Lease. (j) Lessee has selected the Aircraft, manufacturer and vendor thereof, and all maintenance facilities required hereby. (k) Lessee shall maintain all logs, books and records (including any interlocutory proceedings or the execution of any judgment or award arising therefromcomputerized maintenance records) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and pertaining to the extent that Aircraft and engines and their maintenance during the Term in any such jurisdiction, there may be attributed accordance with FAA rules and regulations. (l) Lessee shall not operate the Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (m) Lessee shall notify the local Flight Standards District Office of the FAA forty-eight (48) hours prior to Lessee or its private assets or revenues, such immunity the first flight of the Aircraft under this Lease. (whether or not claimed)n) Throughout the Term of this Lease, Lessee hereby irrevocably agrees will not use or operate and will not permit the Aircraft to claim and waives such immunity to be used or operated "predominately" outside the fullest extent permitted by United States as that phrase is used in Section 168(g)(1)(A) of the law of such jurisdiction;Code.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: : (a) Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic state of Panama; its incorporation; (b) Lessee has full corporate powerthe execution, authority delivery and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver performance of this Lease Extension and Amendment Agreement, all related instruments and to perform its obligations hereunder; documents: (c1) This Lease Extension and Amendment Agreement have been duly authorizedauthorized by all necessary corporate action on the part of Lessee, executed and delivered by Lessee and constitute (2) do not require the legalapproval of any stockholder, valid and binding partner, trustee, or holder of any obligations of Lessee enforceable in accordance with their termsexcept such as have been duly obtained, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d3) The execution do not and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with contravene any law, governmental rule, regulation or result in any breach order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute any a default under, or result in the creation of any lien, charge lien or encumbrance pursuant toupon the property of Lessee under, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it or its property is bound; ; (ec) All consents or approvals required this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of Lessee by any Governmental Entity or other Person enforceable against Lessee in connection accordance with the execution terms thereof; (d) there are no pending actions or proceedings to which Lessee is a party, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, there are no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings of which Lessee has knowledge, before any court court, arbitrator or administrative agency agency, which, either individually or other matters which might materially in the aggregate, would adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (e) Lessee is not in default under this Lease Extension any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and Amendment Agreementnot fixtures; and (g) the financial statements of Lessee is subject (copies of which have been furnished to private commercial law Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied ("GAAP"), and suit under fairly present Lessee's financial condition and the Laws results of its operations as of the Republic date of Panama and any other jurisdiction affecting for the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or period covered by such other jurisdictionstatements, and neither Lessee nor its properties since the date of such statements there has been no material adverse change in such conditions or assets have operations; (h) the right address stated above is the chief place of immunity from suit business and chief executive office, or execution on the grounds of sovereignty in the Republic case of Panama individuals, the primary residence, of Lessee; (i) Lessee does not conduct business under a trade, assumed or any other jurisdiction. To fictitious name; and (j) the extent Equipment is being leased hereunder solely for business purposes and that Lessee may in any jurisdiction in which proceedings may at any time no item of Equipment will be taken used for the determination of any question arising under personal, family or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;household purposes.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: that (a) the address stated above is the chief place of business and chief executive office of Lessee, Lessee's full and accurate legal name is as stated above and the information describing Lessee set forth under Lessee's signature below is accurate in all respects; (b) Lessee is either (i) an individual and the sole proprietor of its business which is located at the address set forth above and doing business only under the names disclosed herein, or (ii) a limited liability company or corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic state of Panama; its organization or incorporation, or (biii) a general or limited partnership organized under the laws of the state of its principal place of business set forth in the Lease or the Lease Documents and the individual general partner executing this Master Lease has the full authority to represent, sign for and bind Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; in all respects; (c) This the execution, delivery and performance of this Master Lease Extension and Amendment Agreement all related instruments and documents (i) have been duly authorizedauthorized by all necessary action on the part of Lessee, executed and delivered by Lessee and constitute (ii) do not require the legalapproval of any stockholder, valid and binding partner, manager, trustee, or holder of any obligations of Lessee enforceable in accordance with their termsexcept such as have been duly obtained, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (diii) The execution do not and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with contravene any law, governmental rule, regulation or result in any breach oforder now binding on Lessee, or contravene the operating agreement, charter or by-laws of Lessee, or constitute any a default under, or result in the creation of any lien, charge lien or encumbrance pursuant toupon the property of Lessee under, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it or its property is bound; ; (d) the Lease Documents when entered into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms; (e) All consents there are no actions or approvals required of proceedings to which Lessee by any Governmental Entity or other Person in connection with the execution is a party, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, there are no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings of which Lessee has knowledge, before any court governmental authority which, either individually or administrative agency or other matters which might materially in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder; (f) Lessee is not in default under this Lease Extension any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder and Amendment Agreement; and (g) the financial statements of Lessee is subject (copies of which have been furnished to private commercial law Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied and suit under fairly present Lessee's financial condition and the Laws results of its operations as of the Republic date of Panama and any other jurisdiction affecting for the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or period covered by such other jurisdictionstatements, and neither Lessee nor its properties or assets have since the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law date of such jurisdiction;statements there has been no material adverse change in such conditions or operations.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that with respect to Lessor thatthe Master Lease and each Schedule executed hereunder: (a) The Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic jurisdiction of Panama;its incorporation, is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification; and has full corporate power and authority to hold property under the Master Lease and each Schedule and to enter into and perform its obligations under such Lease. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by the Lessee of this the Master Lease Extension and Amendment Agreement each Schedule and its performance thereunder have been duly authorized by all necessary corporate action on the part of the Lessee, and the Master Lease and each Schedule are not inconsistent with the Lessee's Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not conflict with or result in contravene any breach provision of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement instrument to which Lessee it is a party or by which it is bound;, and the Master Lease and each Schedule constitute legal, valid and binding agreements of the Lessee, enforceable in accordance with their terms. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fc) There are no actions, suits, proceedings or patent claims pending or, to the knowledge of the Lessee, threatened against or threatened actions or proceedings before affecting the Lessee in any court or administrative agency before any governmental commission, board or other matters which might materially authority which, if adversely affect determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under this the Master Lease Extension and Amendment Agreement; andeach Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law. (e) The Lessee has no material liabilities or obligations, absolute or contingent (individually or in the aggregate), except the liabilities and obligations of the Lessee as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operations of its business as now conducted, with no known infringement of, or conflict with, the rights of others. (g) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to private commercial law the effect of applicable bankruptcy and suit under the Laws of the Republic of Panama and any other jurisdiction similar laws affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws rights of the Republic of Panama or such other jurisdictioncreditors generally, and neither Lessee nor its properties or assets have the right rules of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;concerning equitable remedies.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor Owner Trustee, Trust Company, Indenture Trustee, Loan Participants and Owner Participant that:, as of the date hereof and as of each Closing Date (unless any such representation is specifically made as of one date): (a) Lessee is a corporation duly formedorganized, validly existing, and in good standing under the laws of the Republic State of Panama; (b) Missouri, is a Class I railroad as defined in 49 CFR Part 12011-1, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to enter into and perform its obligations under the Lessee Agreements, has full the corporate power, power and authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreementconducted, and has the requisite power and authority to execute, deliver and perform its obligations hereunderunder the Lessee Agreements; (cb) This Lease Extension and Amendment Agreement the Lessee Agreements have been duly authorizedauthorized by all necessary corporate action (no shareholder approval being required), executed and delivered (or in the case of the Lease Supplement will on each Closing Date have been duly executed and delivered) by Lessee Lessee, and constitute (or in the case of the Lease Supplement will on each Closing Date constitute) the legal, valid and binding obligations obligation of Lessee, enforceable against Lessee enforceable in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other insolvency and similar laws affecting creditors' rights generally and subject to by general principles of equity; (dc) The execution the execution, delivery and delivery performance by Lessee of this Lease Extension each Lessee Agreement and Amendment Agreement compliance by Lessee with all of the provisions thereof do not and will not conflict with contravene any law or result in regulation, or any breach order of any court or governmental authority or agency applicable to or binding on Lessee or any of its properties, or contravene the provisions of, or constitute any a default by Lessee under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision Lien (except for Permitted Liens) upon the property of Lessee's articles Lessee under its Certificate of incorporation Incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any material indenture, mortgage, credit agreement, lease, license, contract or other agreement or instrument to which Lessee is a party or by which it Lessee or any of its property is boundbound or affected; (ed) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for those matters discussed in the filing of this Amendment with financial statements provided to the DACParticipants under Section 3.2(e), no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There there are no proceedings pending or or, to the knowledge of Lessee, threatened actions or proceedings before against Lessee in any court or administrative agency before any governmental authority or other matters arbitration board or tribunal which might individually or in the aggregate would materially and adversely affect the financial condition of Lessee or impair the ability of Lessee to perform its obligations under the Lessee Agreements or which questions the validity of any Lessee Agreement or any action taken or to be taken pursuant thereto; (e) the audited consolidated balance sheet and consolidated statements of income and retained earnings and cash flows of KCS for the fiscal year ended December 31, 2004, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of KCS as of such date and the results of its operations for the period then ended. The unaudited consolidated balance sheet and consolidated statements of income and retained earnings and cash flows of KCS for the nine months ended September 30, 2005, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of KCS as of such date and the results of its operations for the period then ended, subject to normal year-end adjustments; (f) neither the nature of Lessee nor its businesses or properties, nor any relationship between Lessee and any other Person, nor any circumstances in connection with the execution and delivery by Lessee of the Lessee Agreements, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any governmental authority on the part of Lessee in connection with the execution and delivery by Lessee of the Lessee Agreements, other than notices required to be filed with the STB, which notices shall have been filed on or prior to each Closing Date and except as contemplated by Section 3.2(g) hereof; (g) all filings and other actions necessary to protect the rights of Owner Trustee under the Lease, and to perfect the security interest of Indenture Trustee under the Indenture in the Indenture Estate as against creditors of and purchasers from Owner Trustee, will have been made on or prior to each Closing Date and the Indenture will on each Closing Date create a valid and perfected lien and security interest in the Indenture Estate, subject to any Lessor’s Liens and Permitted Liens; (h) on each Delivery Date, the Equipment is covered by the insurance required by Section 12 of the Lease and all premiums due prior to each Delivery Date in respect of such insurance shall have been paid in full; (i) Lessee has timely filed all United States Federal income tax returns and all other material tax returns which (to its knowledge) are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment made against Lessee or any of its assets (other than assessments, the payment of which is being contested in good faith by Lessee) and no tax liens have been filed and no claims are being asserted with respect to any such taxes, fees or other charges which could reasonably be expected to have a materially adverse effect on its ability to perform its obligations under the Lessee Agreements; (j) the (i) “location” (as such term is used in Section 9-307 of the Uniform Commercial Code) of Lessee is the State of Missouri, and the place where its records concerning the Equipment and all of its interests in, to and under all documents relating to the Equipment are and will be kept, is located at Kansas City, Missouri, and (ii) The Kansas City Southern Railway Company is its true legal name as registered in the jurisdiction of its organization, its federal employer identification number is 40-0000000 and its organizational identification number designated by its jurisdiction of organization is R00000513; (k) no Lease Default has occurred and is continuing and no Event of Loss has occurred; (l) Lessee is not an “investment company” or an “affiliated person” of an “investment company” within the meaning of the Investment Company Act of 1940; (m) the acquisition by Owner Participant of the Beneficial Interest for its own account will not constitute a prohibited transaction within the meaning of section 4975(c)(1)(A) through (D) of the Code. The representation made by Lessee in the preceding clause is made in reliance upon and subject to the accuracy of the representation of Owner Participant in Section 3.6(g) of this Lease Extension Agreement; (n) on each Delivery Date, after giving effect to the transactions contemplated hereby, Owner Trustee shall have good and Amendment Agreementmarketable title to the Units being delivered on or such Delivery Date, in each case free and clear of all claims, Liens and encumbrances of any nature, except Permitted Liens of the type described in clauses (iii), (iv) or (v) of the definition thereof; (o) each Unit has been manufactured to meet the Design Specifications; (p) the Equipment Cost for each Unit is equal to the purchase price on November 2, 2005, paid by Lessee and NAFTA Rail to El-Mo-Mex, Inc. in connection with the purchase of the Units; and (gq) Lessee the only expected use outside the United States of any Unit is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee use in Canada or Mexico on a temporary basis which is not entitled expected to sovereign immunity under the Laws exceed a total of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may 90 days in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;calendar year.

Representations and Warranties of Lessee. Lessee represents and warrants to for the benefit of Lessor that: and any Assignee: (a) Lessee is a corporation legal entity, duly formedorganized, validly existing, existing and in good standing under the laws of the Republic jurisdiction of Panama; its incorporation and is in good standing in each jurisdiction where the Equipment will be located and has adequate corporate power to enter into and perform this Master Lease and each Schedule; (b) Lessee has full corporate power, authority This Master Lease and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement each Schedule have been duly authorized, executed and delivered by Lessee and constitute the legala valid, valid legal and binding obligations agreement of Lessee Lessee, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles enforcement limitations imposed by state or federal laws generally affecting the rights of equity; creditors and general equitable principles; (dc) The execution and delivery of and the performance by Lessee of its obligations under this Master Lease Extension and Amendment Agreement each Schedule will not conflict with violate any judgment, order, law or governmental regulation applicable to Lessee or any provision of Lessee’s articles of incorporation, by-laws or other organizational documents or result in any breach of, of or constitute a default under any default under, instrument or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; Lessee or its assets may be bound or result in the creation of any Lien; (ed) All consents or approvals required To the best of Lessee by any Governmental Entity or other Person in connection with the execution Lessee’s knowledge, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DACafter diligent inquiry, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There there are no pending or threatened actions actions, suits or proceedings pending before any court court, administrative agency, arbitration tribunal or administrative agency or other matters governmental body which might will, if determined adversely to Lessee, materially adversely affect the its ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and Master Lease, each Schedule or any related agreement to which it is a party, (ge) Lessee is subject to private commercial law and suit not a tax exempt entity under the Laws Internal Revenue Code of the Republic of Panama 1986 as amended; and any other jurisdiction affecting the (f) All information concerning Lessee. ’s business organization, business operations and financial condition furnished by Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may Lessor at any time be taken for the determination of any question arising under prior to or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or subsequent to the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded this Master Lease is true and accurate in all material respects. If requested by Lessor, Lessee will provide for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) each Schedule an Incumbency Certificate or other legal process, document identifying the signatures and to establishing the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to authority of the fullest extent permitted by signers of the law of such jurisdiction;lease documents.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor that:that on the date hereof and on the date of execution of each Schedule (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Agreement and ail related documents (together, the laws of "DOCUMENTS") AND IS DULY qualified to do business wherever necessary to y on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Equipment is or is to be located. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already herein obtained (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or by-laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Equipment pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Agreement) to which Lessee is a party or by which it is bound;party (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and Amendment Agreement; andwill remain tangible personal property. (g) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (h) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty incorporation (specified in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement first sentence of this Lease Extension and Amendment Agreement Agreement). (including any interlocutory proceedings i) The Equipment will at all times be used for commercial or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;business purposes.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date of this Lease and at all times during the Term of this Lease: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Lease and all related documents (together, the laws of "DOCUMENTS") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Aircraft is or is to have its primary hangar location. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Aircraft pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Lease) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Lease. (f) Each financial statement delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied, and Amendment Agreement; andsince the date of the most recent financial statement, there has been no material adverse change. (g) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama its incorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "CITIZEN OF THE UNITED STATES" within the meaning of Section 40102(15) of the FAA Act. Unless Lessor has consented in writing, Lessee shall not consolidate, reorganize or merge with any other jurisdiction affecting corporation or entity or sell, convey, transfer or lease all or substantially all of its property during the Lessee. Lessee is not entitled to sovereign immunity under the Laws Term of the Republic of Panama or such other jurisdictionthis Lease, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent provided that Lessee may merge or consolidate with or into The Restaurant Company or any of its subsidiaries or assign its interest in the Aircraft and this Lease to The Restaurant Company or any jurisdiction of its subsidiaries upon giving Lessor not less than forty five (45) days prior written notice thereof and in which proceedings such event Lessee and The Restaurant Company will sign such assignment documents as Lessor may reasonably request, including without limitation any Guaranties or reaffirmation thereof. (h) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is located at any time be taken for the determination address set forth above, and Lessee agrees to give Lessor prior written notice of any question arising under relocation of said chief executive office or for the enforcement chief place of business from its present location. (i) A copy of this Lease Extension Lease, and Amendment Agreement a current and valid AC Form 8050-l will be kept on the Aircraft at all times during the Term of this Lease. (j) Lessee has selected the Aircraft, manufacturer and vendor thereof, and all maintenance facilities required hereby. (k) Lessee shall maintain all logs, books and records (including any interlocutory proceedings or the execution of any judgment or award arising therefromcomputerized maintenance records) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and pertaining to the extent that Aircraft and engines and their maintenance during the Term in any such jurisdiction, there may be attributed accordance with FAA rules and regulations. (l) Lessee shall not operate the Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (m) Lessee shall notify the local Flight Standards District Office of the FAA forty-eight (48) hours prior to Lessee or its private assets or revenues, such immunity the first flight of the Aircraft under this Lease. (whether or not claimed)n) Throughout the Term of this Lease, Lessee hereby irrevocably agrees will not use or operate and will not permit the Aircraft to claim and waives such immunity to be used or operated "predominately" outside the fullest extent permitted by United States as that phrase is used in Section 168(g)(1)(A) of the law of such jurisdiction;Code.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Agreement and all related documents (together, the laws of "DOCUMENTS") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Equipment is or is to be located. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Equipment pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Agreement) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and Amendment Agreement; andwill remain tangible personal property. (g) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (h) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty incorporation (specified in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement first sentence of this Lease Extension and Amendment Agreement Agreement). (including any interlocutory proceedings i) The Equipment will at all times be used for commercial or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;business purposes.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor Owner Trustee, Trust Company, Indenture Trustee, Loan Participant and Owner Participant that:, as of the date hereof and as of the Closing Date and each Delivery Date (unless any such representation is specifically made as of one date): (a) Lessee is a corporation duly formedorganized, validly existing, and in good standing under the laws of the Republic State of Panama; (b) Missouri, is a Class I railroad as defined in 49 CFR Part 12011-1, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to enter into and perform its obligations under the Lessee Agreements, has full the corporate power, power and authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreementconducted, and has the requisite power and authority to execute, deliver and perform its obligations hereunderunder the Lessee Agreements; (cb) This Lease Extension and Amendment Agreement the Lessee Agreements have been duly authorizedauthorized by all necessary corporate action (no shareholder approval being required), executed and delivered (or in the case of any Lease Supplement will on the applicable Delivery Date have been duly executed and delivered) by Lessee Lessee, and constitute (or in the case of any Lease Supplement will on the applicable Delivery Date constitute) the legal, valid and binding obligations obligation of Lessee, enforceable against Lessee enforceable in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other insolvency and similar laws affecting creditors' rights generally and subject to by general principles of equity; (dc) The execution the execution, delivery and delivery performance by Lessee of this Lease Extension each Lessee Agreement and Amendment Agreement compliance by Lessee with all of the provisions thereof do not and will not conflict with contravene any law or result in regulation, or any breach order of any court or governmental authority or agency applicable to or binding on Lessee or any of its properties, or contravene the provisions of, or constitute any a default by Lessee under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision Lien (except for Permitted Liens) upon the property of Lessee's articles Lessee under its Certificate of incorporation Incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any material indenture, mortgage, credit agreement, lease, license, contract or other agreement or instrument to which Lessee is a party or by which it Lessee or any of its property is boundbound or affected; (ed) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for those matters discussed in the filing of this Amendment with financial statements provided to the DACParticipants under Section 3.2(e), no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There there are no proceedings pending or or, to the knowledge of Lessee, threatened actions or proceedings before against Lessee in any court or administrative agency before any governmental authority or other matters arbitration board or tribunal which might individually or in the aggregate would materially and adversely affect the financial condition of Lessee or impair the ability of Lessee to perform its obligations under the Lessee Agreements or which questions the validity of any Lessee Agreement or any action taken or to be taken pursuant thereto; (e) the audited consolidated balance sheet and consolidated statements of income and retained earnings and cash flows of KCS for the fiscal year ended December 31, 2006, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of KCS as of such date and the results of its operations for the period then ended. The unaudited consolidated balance sheet and consolidated statements of income and retained earnings and cash flows of KCS for the six months ended June 30, 2007, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of KCS as of such date and the results of its operations for the period then ended, subject to normal year-end adjustments; (f) neither the nature of Lessee nor its businesses or properties, nor any relationship between Lessee and any other Person, nor any circumstances in connection with the execution and delivery by Lessee of the Lessee Agreements, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any governmental authority on the part of Lessee in connection with the execution and delivery by Lessee of the Lessee Agreements, other than notices required to be filed with the STB, which notices shall have been filed on or prior to each Delivery Date and except as contemplated by Section 3.2(g) hereof; (g) all filings and other actions necessary to protect the rights of Trust under the Lease, and to perfect the security interest of Indenture Trustee under the Indenture in the Indenture Estate as against creditors of and purchasers from the Trust, will have been made on or prior to each Delivery Date and the Indenture will on each Delivery Date create a valid and perfected lien and security interest in the Indenture Estate, subject to any Lessor’s Liens and Permitted Liens; (h) on each Delivery Date, the Equipment is covered by the insurance required by Section 12 of the Lease and all premiums due prior to such Delivery Date in respect of such insurance shall have been paid in full; (i) Lessee has timely filed all United States Federal income tax returns and all other material tax returns which (to its knowledge) are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment made against Lessee or any of its assets (other than assessments, the payment of which is being contested in good faith by Lessee) and no tax liens have been filed and no claims are being asserted with respect to any such taxes, fees or other charges which could reasonably be expected to have a materially adverse effect on its ability to perform its obligations under the Lessee Agreements; (j) the (i) “location” (as such term is used in Section 9-307 of the Uniform Commercial Code) of Lessee is the State of Missouri, and the place where its records concerning the Equipment and all of its interests in, to and under all documents relating to the Equipment are and will be kept, is located at Kansas City, Missouri, and (ii) The Kansas City Southern Railway Company is its true legal name as registered in the jurisdiction of its organization, its federal employer identification number is 40-0000000 and its organizational identification number designated by its jurisdiction of organization is R00000513; (k) no Lease Default has occurred and is continuing and no Event of Loss has occurred; (l) Lessee is not an “investment company” or an “affiliated person” of an “investment company” within the meaning of the Investment Company Act of 1940; (m) the acquisition by Owner Participant of the Beneficial Interest for its own account will not constitute a prohibited transaction within the meaning of Section 4975(c)(1)(A) through (D) of the Code. The representation made by Lessee in the preceding clause is made in reliance upon and subject to the accuracy of the representation of Owner Participant in Section 3.6(h) of this Lease Extension Agreement; (n) on each Delivery Date, after giving effect to the transactions contemplated hereby, Owner Trustee shall have good and Amendment Agreementmarketable title to the Units being delivered on or such Delivery Date, in each case free and clear of all claims, Liens and encumbrances of any nature, except Permitted Liens of the type described in clauses (iii), (iv) or (v) of the definition thereof; and (go) Lessee is subject each Unit has been manufactured to private commercial law and suit under meet the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Design Specifications.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: : (a) Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic state of Panama; its incorporation; (b) Lessee has full corporate powerthe execution, authority delivery and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver performance of this Lease Extension and Amendment Agreement, all related instruments and to perform its obligations hereunder; documents: (c1) This Lease Extension and Amendment Agreement have been duly authorizedauthorized by all necessary corporate action on the part of Lessee, executed and delivered by Lessee and constitute (2) do not require the legalapproval of any stockholder, valid and binding partner, trustee, or holder of any obligations of Lessee enforceable in accordance with their termsexcept such as have been duly obtained, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d3) The execution do not and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with contravene any law, governmental rule, regulation or result in any breach order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute any a default under, or result in the creation of any lien, charge lien or encumbrance pursuant toupon the property of Lessee under, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it or its property is bound; ; (ec) All consents or approvals required this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of Lessee by any Governmental Entity or other Person enforceable against Lessee in connection accordance with the execution terms thereof; (d) there are no pending actions or proceedings to which Lessee is a party, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, there are no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings of which Lessee has knowledge, before any court court, arbitrator or administrative agency agency, which, either individually or other matters which might materially in the aggregate, would adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (e) Lessee is not in default under this Lease Extension any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and Amendment Agreementnot fixtures; and (g) the financial statements of Lessee is subject (copies of which have been furnished to private commercial law Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied ("GAAP"), and suit under fairly present Lessee's financial condition and the Laws results of its operations as of the Republic date of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination period covered by such statements, (i) Lessee does not conduct business under a trade, assumed or fictitious name; and (j) the Equipment is being leased hereunder solely for business purposes and that no item of any question arising under Equipment will be used for personal, family or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;household purposes.

Representations and Warranties of Lessee. The Lessee represents and warrants to the Lessor thatthat the following are true and correct on the date the Lessee executes any Lease: (ai) The Lessee is a corporation duly formed, formed and validly existing, and in good standing existing under the laws of the Republic State of Panama; (b) Lessee its organization, and has the full corporate power, power and authority and legal right to own its property and to carry on its business as is now being conducted conducted, and is duly authorized qualified to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder;do business in the jurisdictions where the Equipment is or will be operated. (cii) This The Lease Extension and Amendment Agreement have has been duly authorized, executed and delivered by Lessee and constitute the legalLessee, valid and, constitutes the valid, legal and binding obligations agreement of the Lessee, enforceable against the Lessee enforceable in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity;. (diii) The execution and delivery by the Lessee of this the Lease Extension and Amendment Agreement the Lessee's compliance with all of the provisions of the Lease are within the powers of the Lessee, and will not not, to the best of Lessee's knowledge, conflict with or result in any a breach of, constitute any default under, or result in the creation of any lienpresently existing law or governmental rule, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, regulation order, writ, injunctioninjunction or decree. (iv) No authorization or approval from, consent of, or decree filing, registration or qualification with, any state, federal or local governmental or public body or authority, except as has been obtained or made, is necessary for the execution or delivery by the Lessee of the Lease, or the validity of the Lease or the operation and leasing of the Equipment by the Lessee. (v) The Lessee, has not directly or indirectly offered, sold, encumbered or transferred any interest in the Equipment or solicited offers to buy, encumber or transfer any such interest from, anyone other than the Lessor. The Vendor of the Equipment is not affiliated with the Lessee and, to the best of Lessee's knowledge, Lessor has received the benefit of any and all discounts or rebates thereto, and Lessee has not received directly any such rebates, discounts, kickbacks or reimbursements. (vi) Lessor's title to each item and Equipment will be free of all claims, liens and encumbrances arising by, through or under the Lessee other than pursuant to the terms of this Lease. (vii) The Lessee is not in violation of any order of any court, comissionarbitrator or governmental body material laws, board ordinances or Governmental Entity, governmental rules or contravene any indenture, mortgage, credit agreement, lease, license, contract regulations (domestic or other agreement foreign) to which Lessee is a party or by which it is bound;subject, or with respect to any material loan agreement, debt instrument or contract with a supplier or customer of Lessee and has not failed to obtain or apply for any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or to the conduct of its business. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fviii) There are no pending or threatened actions suits or proceedings before pending or, to the knowledge of the Lessee, threatened in any court or before any regulatory commission, board or other governmental administrative agency against or other matters affecting the Lessee which might if determined adversely to Lessee would materially adversely affect the Lessee's business as presently conducted or its ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; andhereunder. (gix) Neither the Lease, nor any written statement furnished to the Lessor by the Lessee is subject hereby, contains any untrue statement of a material fact or omits a material fact necessary to private commercial law make the statements contained therein not misleading. (x) All applications, financial statements and suit under the Laws Lessee Reports, and all information hereafter furnished by Lessee and Guarantor to Lessor will be, true and correct in all material respects as of the Republic date submitted; (xi) As of Panama the date hereof, the date of any Equipment Schedule and of any other jurisdiction affecting Acceptance Date, there has been no material adverse change in any matter stated in such Lessee Reports, which have been submitted, by Lessee and/or any Guarantor to Lessor. (xii) Neither Lessee nor any Guarantor has omitted to state any material fact which would make any of the foregoing false or misleading in light of the circumstances under which made. (xiii) The Lessee's principal place of business, chief executive office, and state of incorporation (as such terms are used in the UCC) are indicated in the heading hereof. (xiv) Since the date of the Proposal Letter issued by Lessor in connection with this transaction, and as of the date of Lessee's latest Lessee Reports, which have been previously submitted by Lessee to Lessor, there has not been any material adverse change in the contemplated business, operations, properties or financial condition of the Lessee. . (xv) The Lessee is not entitled to sovereign immunity under will use the Laws of the Republic of Panama Equipment in accordance with its original request for quote or such other jurisdictionproposal, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdictionwritten or oral representations made concerning the usage of the Equipment. To The depreciable life of the extent that Equipment using MACRS is as indicated on the Equipment Schedule. The Equipment will be used "predominately" in the United States as such term is used in the Internal Revenue Code. (xvi) The Equipment shall at all times remain the property of Lessor. Lessee may in any jurisdiction in which proceedings may will at any time be taken for all times protect and defend at its own cost and expense, the determination ownership of Lessor against all claims, liens and legal processes of creditors of Lessee and other persons claiming by, through or under Lessee, and keep the Equipment free and clear from all such claims, liens and processes except as otherwise set forth herein. The Equipment is and shall remain personal property, and not part of any question arising under or for the enforcement of this Lease Extension real estate and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its propertyLessee shall obtain from all applicable real property interest holders appropriate consents, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal processwaivers, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;releases.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: (a) Lessee is a corporation duly formed, validly existing, and in good standing under the laws of the Republic State of PanamaDelaware; (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension Amendment and Amendment AgreementLetter No. 1, and to perform its obligations hereunderhereunder and thereunder; (c) This Lease Extension Amendment and Amendment Agreement Letter No. 1 have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by Lessee of this Lease Extension Amendment and Amendment Agreement Letter No. 1 will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comissionomission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension Amendment and Amendment Agreement Letter No. 1 and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension Amendment and Amendment AgreementLetter No. 1; and (g) As of the date hereof, Lessee is subject does not hold any contract or other obligation to private commercial law and suit operate the Aircraft to any of the countries designated under the Laws United States Foreign Asset Control Regulations (31 C.F.R. Parts 500-599), including, as of the date hereof, Cuba, Iraq, Libya, North Korea, the Bosnia-Serb controlled areas of the Republic of Panama Bosnia and Herzegovina and the Unita Rebels of Angola, provided that nothing in this subsection shall limit any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws further operation of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled Aircraft to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed country pursuant to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted proper authorization by the law of such jurisdiction;US Government.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor that:that on the date hereof and at all times during the Term hereof (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Lease and all related documents (together, the laws of "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Aircraft is or is to have its primary hangar location. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Aircraft pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Lease) to which Lessee is a party or by which it is bound;party, (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Lease. (f) Each Balance Sheet and Amendment Agreement; andStatement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (g) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama its incorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "CITIZEN OF THE UNITED STATES" within the meaning of Section 40102(15) of the FAA. Lessee shall not consolidate, reorganize or merge with any other jurisdiction affecting corporation or entity or sell, convey, transfer or lease all or substantially all of its property during the Lessee. Term hereof (h) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is not entitled to sovereign immunity under located at the Laws of the Republic of Panama or such other jurisdictionaddress set forth above, and neither Lessee nor agrees to give Lessor prior written notice of any relocation of said chief executive office or chief place of business from its properties or assets have the right present location. (i) A copy of immunity from suit or execution this Lease, and a current and valid AC Form 8050-1 will be kept on the grounds of sovereignty in Aircraft at all times during the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement Term of this Lease Extension Lease. (j) Lessee has selected the Aircraft manufacturer and Amendment Agreement vendor thereof, and all maintenance facilities required hereby. (k) Lessee shall maintain all logs, books and records (including any interlocutory proceedings or the execution of any judgment or award arising therefromcomputerized maintenance records) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and pertaining to the extent that Aircraft and engines and their maintenance during the Term in any such jurisdiction, there may be attributed accordance with FAA rules and regulations. (l) Lessee shall not operate the Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (m) Lessee shall notify the local Flight Standards District Office of the FAA forty-eight (48) hours prior to Lessee or its private assets or revenues, such immunity the first flight of the Aircraft under this Lease. (whether or not claimed)n) Throughout the Term of this Lease, Lessee hereby irrevocably agrees will not use or operate and will not permit the Aircraft to claim and waives such immunity to be used or operated "predominately" outside the fullest extent permitted by United States as that phrase is used in Section 168(g)(1)(A) of the law of such jurisdiction;Code.

Representations and Warranties of Lessee. Lessee represents hereby makes the following additional representations and warrants to Lessor thatwarranties under the Lease as of the date hereof: (a) Lessee is a corporation duly formed, incorporated and validly existing, and in good standing existing under the laws of the Republic state of PanamaDelaware, is in good standing therein, is duly qualified to do business and is in good standing in the States of Florida, Georgia, Michigan and Wisconsin, and has full corporate power and authority to enter into the Lease and this Amendment and to perform its obligations thereunder and hereunder; (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery of the Lease and this Amendment by Lessee and the performance of this Lease Extension its obligations thereunder and Amendment Agreement hereunder have been duly authorized by all necessary corporate action and will not conflict with or result in violate any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles law or of incorporation its charter or by-laws or result in the breach of or constitute a default under any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract material indenture or other agreement or instrument to which Lessee is a party or by which it is boundLessee or the Property may be bound or affected; (c) The consolidated balance sheet of the Lessee and its Subsidiaries dated December 31, 1993, and the related consolidated statements of income, retained earnings and cash flow which have been delivered to Lessor by Lessee have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved and fairly present (i) the financial condition of Lessee and its Subsidiaries as of the date of such balance sheet, and (ii) the results of operations of the Lessee and its Subsidiaries for the period then ended; (d) No material adverse change in the business, operations, properties, assets or financial condition of the Lessee has occurred subsequent to December 31, 1993; (e) All consents Lessee possesses all trademarks, trade names, copyrights, patents, governmental licenses, franchises, certificates, consents, permits and approvals necessary to enable it to carry on its business in all material respects as now conducted and to own or operate the properties material to its business as now owned or operated, without conflict with rights of others, and that all such trademarks, trade names, copyrights, patents, governmental licenses, franchises, certificates, consents, permits and approvals required of which are material to Lessee by any Governmental Entity or other Person in connection with the execution are valid and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended herebysubsisting; (f) There are no pending or threatened actions No actions, suits or proceedings are pending or, to the knowledge of the Lessee, threatened against or affecting the Lessee at law or in equity before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or before any court arbitrator of any kind, which involve any transaction herein contemplated or administrative agency would have a material adverse change on the business, operations, properties, assets or other matters financial condition of the Lessee; and that Lessee is not in default or in violation of any Legal Requirement which might materially adversely affect would have a material adverse effect on its ability to perform any of its obligations hereunder (except as related to the ability incurrence of debt under the Valdosta, Tomahawk and Xxxxxx leases which are currently under negotiation); (g) The Packaging Corporation of America Amendments to Existing Leveraged Lease Documentation March 1994 prepared by X.X. Xxxxxx (the "Memorandum"), relating to the amendment of the Lease, a copy of which was delivered to Lessor, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which they were made. (h) No employee benefit plan established or maintained by the Lessee, which is subject to Part 3 of Subtitle B of Title I of ERISA, had an accumulated funding deficiency (as such term is defined in Section 302 of ERISA) as of the last day of the most recent fiscal year of such plan ended prior to the date hereof which was or would have been material to the Lessee and its Subsidiaries taken as a whole; no liability to the Pension Benefit Guaranty Corporation has been, or is expected by Lessee to perform be, incurred with respect to any employee benefit plan maintained by the Lessee or any of its obligations under this Lease Extension Subsidiaries, which is subject to Part 3 of Subtitle B of Title I of ERISA, which would be material to the Lessee and Amendment Agreementits Subsidiaries taken as a whole; and Lessee is in compliance in all material respects with all applicable provisions of ERISA and the regulations and published interpretations thereunder; (i) As of the date hereof, Lessee has filed all tax returns which are required to be filed by it and has paid all taxes shown to be due pursuant to such returns and all other taxes, assessments, fees and other governmental charges upon the Lessee and upon its properties, assets, income and franchises, except those being contested by the Lessee, those the nonpayment of which would not have a material adverse effect on the Lessee, or those which are not yet due and payable; and (gj) All filings and notifications required to be made by Lessee is subject to private commercial law and suit its parent company, Tenneco, in connection with the Lease and this Amendment and the transactions contemplated by the Purchase Agreement and the Acquisition Agreement under the Laws provisions of the Republic Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of Panama 1976, as amended, have been made, and the applicable waiting period, including any other jurisdiction affecting extensions thereof, has expired. No additional action of, or filing with, any governmental or public body or authority is required in connection with the Lessee. Lessee is not entitled to sovereign immunity under the Laws execution, delivery and performance of the Republic of Panama Lease or such this Amendment (other jurisdiction, than routine filings with the Securities and neither Lessee nor its properties Exchange Commission and other governmental entities required or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted contemplated by the law of such jurisdiction;Lease).

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor thatas follows as of the date of this Agreement and as of the date of execution of each Rider: (a) A. Lessee is a corporation duly formed, organized and validly existing, and in good standing existing under the laws of the Republic State of Panama; (b) Lessee Delaware, has full all requisite corporate power, power and authority and legal right to own its property and to carry on its business in all material respects as now being conducted conducted, to own or hold under lease its property and to enter into, and perform its obligations under, the Operative Agreements to which it is a party, and is duly qualified and is in good standing as a foreign corporation in each other jurisdiction where the failure to so qualify, due to the character of its properties or the nature of its activities, could reasonably be expected to have a material adverse effect on its financial or business condition or would materially and adversely affect the ability of Lessee to perform its obligations under the Operative Agreements to which it is a party; B. Lessee is duly authorized by all necessary corporate action to execute and deliver the Operative Agreements to which it is a party and to fulfill and comply with the terms, conditions and provisions thereof; this Lease Extension Agreement and Amendment Agreementeach Assignment of Purchase Agreement (if any) have been, and each Rider has been or will be, on the date required to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been be delivered hereby, duly authorized, executed and delivered by Lessee Lessee; and constitute the legalthis Agreement and each Assignment of Purchase Agreement (if any) are, valid and each Rider, when so duly executed and delivered, will be, valid, legal and binding obligations agreements of Lessee, enforceable against Lessee enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws affecting creditors' the rights of creditors generally and subject to by general principles of equity, including, without limitation, concepts of good faith and fair dealing, materiality, reasonableness and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law); C. There are no actions, suits or proceedings pending or, to the knowledge of Lessee, threatened against or affecting Lessee or any of its property or rights before any court or governmental authority that (di) The execution and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in question the creation validity of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement Operative Agreement to which Lessee it is a party or by Lessee’s ability to perform its obligations under any Operative Agreement to which it is bound; a party or (eii) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution if adversely determined, would materially and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under any Operative Agreement to which it is a party; D. Neither the execution and delivery of the Operative Agreements to which it is a party, nor its compliance with the terms and provisions thereof that are applicable to Lessee, (i) conflicts with, results in a breach of, constitutes a default under (with or without the giving of notice or the lapse of time or both), or violates any of the terms, conditions or provisions of, (A) the Certificate of Incorporation or the Bylaws of Lessee or (B) any bond, debenture, note, mortgage, indenture, agreement, lease or other instrument to which Lessee is now a party or by which it or its property is bound or affected, where such conflict, breach, default or violation, in the case of any of the instruments described in this Lease Extension subclause (B), would have a material adverse effect on the financial or business condition of Lessee or would materially and Amendment adversely affect the ability of Lessee to perform its obligations under any Operative Agreement to which it is a party, or (ii) results in the creation or imposition of any lien upon any Car pursuant to the terms of any such certificate, by-laws, bond, debenture, note, mortgage, indenture, agreement, lease or other instrument (other than pursuant to the terms of the Operative Agreements); E. Neither the execution and delivery by Lessee of the Operative Agreements to which it is a party, nor the fulfillment of, or compliance with, the terms and provisions of the Operative Agreements that are applicable to Lessee, conflicts with, or results in a breach of, or violates, any of the terms, conditions or provisions of any law, rule, regulation, order, injunction or decree of any governmental authority applicable to Lessee, the breach or violation of which would (i) have a material adverse effect on Lessee, Lessor or any Car, (ii) materially and adversely affect Lessee’s ability to perform its obligations under any Operative Agreement to which it is a party, or (iii) result in the imposition of any criminal liability on Lessee or Lessor; F. All federal, state, local and foreign income tax returns required to be filed by Lessee have, in fact, been filed, and all taxes which are shown to be due and payable in such returns have been paid except to the extent such taxes are being contested in good faith by appropriate proceedings timely initiated and diligently prosecuted. No material controversy in respect of additional income taxes due is pending or, to the knowledge of Lessee, threatened, which controversy if determined adversely would materially and adversely affect Lessee’s ability to perform its obligations under any Operative Agreement to which it is a party; G. No Event of Default or event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default, has occurred and is continuing; H. No consent, approval or authorization of any governmental authority (other than approval to be obtained by appropriate submissions to the United States Surface Transportation Board and filings with the office of the Registrar General of Canada) is required (i) for Lessee’s execution, delivery and performance of the Operative Agreements to which it is a party, or (ii) to the knowledge of Lessee, for Lessor’s execution, delivery and performance of the Operative Agreements to which it is a party solely by reason of the status of Lessee, the nature of the Cars, or Lessee’s proposed operation or use of the Cars (including without limitation, use by Lessee’s affiliates or any sublessee), provided that Lessee makes no representation or warranty whether Lessor’s performance of its obligations under the Operative Agreements to which it is a party, when taken in conjunction with any activities of Lessor that are not required pursuant to such documents, may require such consent, approval or authorization other than, in each case, any such consent, approval or authorization which is not yet required to be obtained; and Lessee has complied with all applicable provisions of law requiring the designation, declaration, filing, registration and/or qualification with any governmental authority in connection with the execution and delivery and performance of any Operative Agreement to which it is a party except where such non-compliance will not have a material adverse effect on the Lessee’s ability to perform its obligations under any Operative Agreement to which it is a party; I. Lessee has not created any lien (other than pursuant to this Agreement or any Rider) on any Car. Lessee has not taken any action that would interfere in any way with Lessor’s title to the Cars, and no party has any claim to the Cars by, through or under Lessee; J. (i) the “location” (as such term is used in Section 9-307 of the Uniform Commercial Code) of the Lessee is the State of Delaware, (ii) the place where its records concerning the Cars and all of its interests in, to and under all documents relating to the Cars are and will be kept is located at 200 Xxxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx 00000, (iii) “NRG Power Marketing Inc.” is Lessee’s true legal name as registered in the jurisdiction of its organization and (iv) Lessee agrees to give the other parties hereto at least 30 days’ prior written notice of any change in its location as a registered organization from its present location or its jurisdiction of organization from the jurisdiction as set forth herein; K. To the extent Lessee has assigned certain rights under an equipment purchase agreement (a “Purchase Agreement”) to Lessor pursuant to an Assignment of Purchase Agreement, Lessee has provided to Lessor a true, correct and complete copy of such Purchase Agreement covering the Car(s) to be leased by Lessor pursuant to this Agreement and the applicable Rider and such Purchase Agreement has not been amended, restated, modified or rescinded since the date such copy was delivered to Lessor. L. No change has occurred since the Reference Date in the financial or business condition of either Lessee or NRG Energy, Inc. (the “Guarantor”) that materially and adversely affects the Guarantor’s or the Lessee’s ability to perform its respective obligations under any Operative Agreement to which it is a party; M. The audited consolidated balance sheets of Guarantor and its consolidated subsidiaries as of the fiscal year ended on the Balance Sheet Date, and their related audited consolidated statements of income and cash flows for the fiscal years ended on said dates have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), consistently applied, and present fairly the financial position of Guarantor and its consolidated subsidiaries on a consolidated basis as of such dates and the results of operations of Guarantor and its consolidated subsidiaries on a consolidated basis for such period; N. Neither Guarantor nor any of its subsidiaries is in default in any payment of principal or interest, regardless of amount, due in respect of any indebtedness for borrowed money in an aggregate principal amount exceeding $50,000,000. No default by Lessee or any of its subsidiaries has occurred and is continuing (which default cannot be cured within any applicable grace period) under any instrument or agreement pursuant to which any indebtedness for borrowed money in excess of $50,000,000 has been issued that results in such indebtedness becoming due prior to its scheduled maturity or that enables or permits the holders of such indebtedness to cause such indebtedness to become due prior to its scheduled maturity; and (g) O. Lessee is subject has not, directly or indirectly, used the services of any broker, agent or finder in regard to private commercial law and suit under the Laws any of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;transactions contemplated hereby.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor that: as of the date of this Amendment as follows: (ai) Lessee it is a corporation duly formedincorporated or organized, validly existing, existing and in good standing under the laws of its jurisdiction of organization; (ii) the Republic execution, delivery and performance by it of Panama; (b) Lessee has full corporate powerthis Amendment and the Lease Documents, authority and legal right to own as applicable, are within its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreementpowers, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, and do not contravene (A) its articles of organization, operating agreement, or other organizational documents, or (B) any applicable law; (iii) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person (except for those that have already been obtained), is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment or the Lease Documents, as applicable, by or against it; (iv) the Master Lease has been duly executed and delivered by Lessee and constitute the it; (v) this Master Lease constitutes its legal, valid and binding obligations of Lessee enforceable against it in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and subject to or by general principles of equity; ; (vi) no Event of Default under the Existing Master Lease, as amended hereby, has occurred and is continuing, unless such Event of Default has been specifically waived in writing by Lessor; (vii) all Taxes and Assessments required to be paid by Lessee under the Existing Master Lease as of the date of this Amendment have been paid in full; (viii) to Lessee’s actual knowledge, Lessor has fully performed all of its obligations under the Existing Master Lease through the date of this Amendment, and Lessor is in full compliance with its obligations under the Existing Master Lease, (ix) all licenses, permits, approvals required under applicable law, rules and regulations for consummation of the Ownership Transfer have been received and are effective, and (x) none of Lessee, FHP or Assisted 4 Living or any Affiliate (a) have been disqualified from participating in either the Medicare or Medicaid programs, has engaged in any activities that are prohibited under criminal law, or are cause for civil penalties or mandatory or permissive exclusion from Medicare, or any other state health care program), (b) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services; (c) has reporting obligations pursuant to any Settlement Agreement entered into with any Governmental Authorities; (d) The execution and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in is the creation subject of any lien, charge government payor program investigation conducted by any federal or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; state enforcement agency; (e) All consents is a defendant in any qui tam or approvals required of Lessee by False Claims Act litigation; or (f) has been served with or received any Governmental Entity currently effective search warrant or other Person subpoena (except in connection with medical services provided to third-parties who may be defendants or the execution and delivery subject of this Lease Extension and Amendment Agreement and investigation into conduct unrelated to the consummation by Lessee operation of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted healthcare businesses conducted by the law of such jurisdiction;parties).

Representations and Warranties of Lessee. Lessee represents makes each of the following representations and warrants warranties to Lessor that: on the date hereof and on the date of execution of each Schedule. Lessee has adequate power and capacity to enter into, and perform under, this Agreement and all related documents (a) together, the "Documents"). Lessee is a corporation duly formed, validly existing, and in good standing under the laws of the Republic of Panama; (b) Lessee has full corporate power, authority and legal right qualified to own its property and do business wherever necessary to carry on its present business as now being conducted and operations, including the jurisdiction(s) where the Equipment is duly authorized or is to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement be located. The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies may be limited by limed under applicable bankruptcybankruptcy and insolvency laws. No approval, insolvency, moratorium consent or other similar laws affecting creditors' rights generally and subject withholding or objections is required from any governmental authority or entity with respect to principles of equity; (d) The execution and delivery the entry into or performance by Lessee of this Lease Extension the Documents except such as have already been obtained. the entry into and Amendment Agreement performance by Lessee of the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in any breach of, constitute any a default under, under or result in the creation creations of any lien, charge charge, security interest or other encumbrance upon any Equipment pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Agreement) to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) party. There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect if decided against Lessee will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Agreement. The Equipment accepted under any Certificate of Acceptance is and Amendment Agreement; and (g) Lessee is subject will remain tangible personal property. Each financial statement delivered to private commercial law and suit under Lessor has been prepared in accordance with generally accepted accounting principals consistently applied, except to the Laws extent notes to the financial statements are not required pursuant to SEC requirements. Since the date of the Republic of Panama and any other jurisdiction affecting the Lesseemost recent financial statement, there has been no material adverse change. Lessee is not entitled to sovereign immunity and will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty incorporation (specified in the Republic first sentence of Panama this Agreement). The Equipment will at all times be used for commercial or any other jurisdictionbusiness purposes. To the extent that PURPOSE OPTION: Lessee may at lease expiration purchase all (but not less than all) of the Equipment in any jurisdiction Schedule on an AS IS BASIS for cash equal to its then Fair Market Value (plus all applicable sales taxes). Lessee must notify Lessor of its intent to purchase the Equipment in which proceedings writing at least one hundred eighty (180) days in advance. If Lessee is in default or if the Lease has already been terminated Lessee may at any time be taken for not purchase the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Equipment.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that with respect to Lessor thatthe Master Lease and each Schedule executed hereunder: (a) The Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic jurisdiction of Panama;its incorporation, is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification; and has full corporate power and authority to hold property under the Master Lease and each Schedule and to enter into and perform its obligations under such Lease. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by the Lessee of this the Master Lease Extension and Amendment Agreement each Schedule and its performance thereunder have been duly authorized by all necessary corporate action on the part of the Lessee, and the Master Lease and each Schedule are not inconsistent with the Lessee's Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not conflict with or result in contravene any breach provision of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement instrument to which Lessee it is a party or by which it is bound;, and the Master Lease and each Schedule constitute legal, valid and binding agreements of the Lessee, enforceable in accordance with their terms. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fc) There are no actions, suits, proceedings or patent claims pending or, to the knowledge of the Lessee, threatened against or threatened actions or proceedings before affecting the Lessee in any court or administrative agency before any governmental commission, board or other matters which might materially authority which, if adversely affect determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under this the Master Lease Extension and Amendment Agreement; andeach Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law. (e) The Lessee has no material liabilities or obligations, absolute or contingent (individually or in the aggregate), except the liabilities and obligations of the Lessee as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operations of its business as now conducted, with no known infringement of, or conflict with, the rights of others. (g) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to private commercial law the effect of applicable bankruptcy and suit under the Laws of the Republic of Panama and any other jurisdiction similar laws affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws rights of the Republic of Panama or such other jurisdictioncreditors generally, and neither Lessee nor its properties or assets have the right rules of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Law concerning equitable remedies.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor Owner Trustee, Trust Company, Indenture Trustee, Loan Participant and Owner Participant that:, as of the date hereof and as of the Closing Date and the Delivery Date (unless any such representation is specifically made as of one date): (a) Lessee is a corporation duly formedorganized, validly existing, and in good standing under the laws of the Republic State of Panama; (b) Missouri, is a “railroad” as defined in Section 101 of the Bankruptcy Code, is a Class I railroad as defined in 49 CFR Part 12011-1, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to enter into and perform its obligations under the Lessee Agreements, has full the corporate power, power and authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreementconducted, and has the requisite power and authority to execute, deliver and perform its obligations hereunderunder the Lessee Agreements; (cb) This Lease Extension and Amendment Agreement the Lessee Agreements have been duly authorizedauthorized by all necessary corporate action (no shareholder approval being required), executed and delivered (or in the case of the Lease Supplement dated the Delivery Date, will on the Delivery Date have been duly executed and delivered) by Lessee Lessee, and constitute (or in the case of the Lease Supplement dated the Delivery Date, will on the Delivery Date constitute) the legal, valid and binding obligations obligation of Lessee, enforceable against Lessee enforceable in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other insolvency and similar laws affecting creditors' rights generally and subject to by general principles of equity; (dc) The execution the execution, delivery and delivery performance by Lessee of this Lease Extension each Lessee Agreement and Amendment Agreement compliance by Lessee with all of the provisions thereof do not and will not conflict with contravene any law or result in regulation, or any breach order of any court or governmental authority or agency applicable to or binding on Lessee or any of its properties, or contravene the provisions of, or constitute any a default by Lessee under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision Lien (except for Permitted Liens) upon the property of Lessee's articles Lessee under its Certificate of incorporation Incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any material indenture, mortgage, credit agreement, lease, license, contract or other agreement or instrument to which Lessee is a party or by which it Lessee or any of its property is boundbound or affected; (ed) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for those matters discussed in the filing of this Amendment with financial statements provided to the DACParticipants under Section 3.2(e), no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There there are no proceedings pending or or, to the knowledge of Lessee, threatened actions or proceedings before against Lessee in any court or administrative agency before any governmental authority or other matters arbitration board or tribunal which might individually or in the aggregate would materially and adversely affect the financial condition of Lessee or impair the ability of Lessee to perform its obligations under the Lessee Agreements or which questions the validity of any Lessee Agreement or any action taken or to be taken pursuant thereto; (e) the audited consolidated balance sheet and consolidated statements of income and retained earnings and cash flows of KCS for the fiscal year ended December 31, 2007, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of KCS as of such date and the results of its operations for the period then ended. Since December 31, 2007, there has been no material adverse change in such financial condition or results of operations; (f) neither the nature of Lessee nor its businesses or properties, nor any relationship between Lessee and any other Person, nor any circumstances in connection with the execution and delivery by Lessee of the Lessee Agreements, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any governmental authority on the part of Lessee in connection with the execution and delivery by Lessee of the Lessee Agreements, other than notices required to be filed with the STB, which notices shall have been filed on or prior to the Delivery Date and except as contemplated by Section 3.2(g) hereof; (g) all filings and other actions necessary to protect the rights of Trust under the Lease, and to perfect the security interest of Indenture Trustee under the Indenture in the Indenture Estate as against creditors of and purchasers from the Trust, will have been made on or prior to the Delivery Date and the Indenture will on the Delivery Date create a valid and perfected lien and security interest in the Indenture Estate, subject to any Lessor’s Liens and Permitted Liens; (h) on the Delivery Date, the Equipment is covered by the insurance required by Section 12 of the Lease and all premiums due prior to the Delivery Date in respect of such insurance shall have been paid in full; (i) Lessee has timely filed all United States Federal income tax returns and all other material tax returns which (to its knowledge) are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment made against Lessee or any of its assets (other than assessments, the payment of which is being contested in good faith by Lessee) and no tax liens have been filed and no claims are being asserted with respect to any such taxes, fees or other charges which could reasonably be expected to have a materially adverse effect on its ability to perform its obligations under the Lessee Agreements; (j) the (i) “location” (as such term is used in Section 9-307 of the Uniform Commercial Code) of Lessee is the State of Missouri, and the place where its records concerning the Equipment and all of its interests in, to and under all documents relating to the Equipment are and will be kept, is located at Kansas City, Missouri, and (ii) The Kansas City Southern Railway Company is its true legal name as registered in the jurisdiction of its organization, its federal employer identification number is 40-0000000 and its organizational identification number designated by its jurisdiction of organization is R00000513; (k) no Lease Default has occurred and is continuing and no Event of Loss has occurred; (l) Lessee is not an “investment company” or an “affiliated person” of an “investment company” within the meaning of the Investment Company Act of 1940; (m) the acquisition by Owner Participant of the Beneficial Interest for its own account will not constitute a prohibited transaction within the meaning of Section 4975(c)(1)(A) through (D) of the Code. The representation made by Lessee in the preceding clause is made in reliance upon and subject to the accuracy of the representation of Owner Participant in Section 3.6(h) of this Lease Extension Agreement; (n) on the Delivery Date, the Bxxx of Sale dated the Delivery Date shall convey to the Trust good and Amendment Agreementmarketable title to the Units being delivered on the Delivery Date, in each case free and clear of all claims, Liens and encumbrances of any nature, except Permitted Liens of the type described in clauses (iii), (iv) or (v) of the definition thereof; and (go) Lessee is subject to private commercial law and suit in the event of a the bankruptcy of Lessee, the Trust, as Lessor under the Laws Lease, and Indenture Trustee (on behalf of the Republic holders of Panama the Equipment Notes), as secured party (and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity assignee of the Trust’s rights under the Laws of Lease pursuant to the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefromIndenture) will be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid the benefits of execution, before judgment or otherwise) or other legal process, and Section 1168 of the Bankruptcy Code against Lessee with respect to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to Units originally delivered under the fullest extent permitted by the law of such jurisdiction;Lease.

Representations and Warranties of Lessee. A. Lessee hereby represents and warrants to Lessor thatthat on the date of this Lease : (a) Lessee is a corporation duly formed, validly existinghas adequate limited liability company power and capacity to enter into, and in good standing under perform under, this Lease and all related documents (together, the laws of “Documents”) and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Aircraft has its primary hangar location. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies may be limited by under applicable bankruptcy, insolvency, moratorium insolvency or other similar laws affecting creditors' ’ rights generally laws and subject to principles of equity;. (c) No approval, consent or withholding of objections is required from any governmental authority or entity with respect to the entry into or performance by Lessee of the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee’s Certificate of Formation or Operating Agreement; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Aircraft pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract or agreement (other agreement than this Lease) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease. (f) The financial statements contained in Guarantor’s report on Form 10-K for fiscal year ended March 31, 2005 delivered to Lessor has been prepared in accordance with generally accepted accounting principles consistently applied, and since March 31, 2005, there has been no material adverse change. B. Lessee hereby: (a) Represents and warrants that its exact legal name is as set forth in the first sentence of this Lease Extension and Amendment Agreement; andLessee is and will be at all times validly existing and in good standing under the laws of the State of its incorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a “Citizen of the United States” within the meaning of Section 40102(15) of the FAA. Lessee shall not consolidate, reorganize or merge with any other corporation or entity (other than a wholly-owned subsidiary of Guarantor) or sell, convey, transfer or lease all or substantially all of its property to any corporation or entity (other than a wholly-owned subsidiary of Guarantor) during the Term of this Lease. (b) Represents and warrants that its the chief executive office or chief place of business (as either of such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is located at the address set forth above, and Lessee agrees to give Lessor prior written notice of any relocation of said chief executive office or chief place of business from its present location. (c) Agrees that a copy of this Lease, and a current and valid AC Form 8050-l will be kept on the Aircraft at all times during the Term of this Lease. (d) Represents and warrants that Lessee has selected the Aircraft, manufacturer and vendor thereof, and all maintenance facilities required hereby. (e) Covenants that it shall maintain all logs, books and records (including any computerized maintenance records) pertaining to the Aircraft and engines and their maintenance during the Term in accordance with FAA rules and regulations. (f) Represents and warrants that throughout the Term of this Lease, Lessee will not use or operate and will not permit the Aircraft to be used or operated “predominately” outside the United States as that phrase is used in Section 168(g)(1)(A) of the Code. (g) Represents that it is and covenants that it will remain in material compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is subject to private commercial law or shall be (Y) listed on the Specially Designated Nationals and suit under Blocked Person List maintained by the Laws Office of Foreign Assets Control (“OFAC”), Department of the Republic of Panama and Treasury, and/or any other jurisdiction affecting the Lesseesimilar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction13224 (September 23, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama 2001), any related enabling legislation or any other jurisdiction. To similar Executive Orders, and (ii) compliance with all applicable Bank Secrecy Act (“BSA”) laws, regulations and government guidance on BSA compliance and on the extent prevention and detection of money laundering violations. (h) Covenants that Lessee may it shall duly qualify to do business in any jurisdiction in which proceedings may at any time be taken for jurisdiction(s) where the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or Aircraft shall have its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;primary hangar location.

Representations and Warranties of Lessee. Lessee hereby certifies, represents and warrants to Lessor thatLender, as of the date hereof, as follows: (a) Lessee As of the date of this Agreement, the Lease is a corporation duly formed, validly existingpresently in full force and effect, and in good standing under the laws of the Republic of Panama;has not been modified. (b) Lessee has and Lessor are each in full corporate power, authority compliance with all of the terms and legal right to own its property and to carry on its business conditions of the Lease as now being conducted and is duly authorized to execute and deliver of the effective date of this Lease Extension and Amendment Agreement, and and, to perform its obligations hereunder;Lessee’s knowledge, no condition exists which, of itself, or upon the lapse of time, or the giving of notice (or any combination of the foregoing), might constitute a default under either the Lease. Lessee has no knowledge of any default under the Lease such as would cause Lessee to terminate the Lease, nor does Lessee have knowledge of any claim against Lessor which might be set-off or credited against future rents. (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by There is not pending against Lessee and constitute the legal, valid and binding obligations any filing of Lessee enforceable a petition in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvencyvoluntary or otherwise, moratorium any assignment for the benefit of creditors, or other similar any petition seeking reorganization or arrangement under the bankruptcy laws affecting creditors' rights generally and subject to principles of equity;the United States of America or of any state thereof. (d) The execution and delivery There is no security deposit paid by Lessee of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in under the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound;Lease. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with has no right to expand the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable Leased Premises under the laws Lease or to relocate to different space, or any right of Panama first refusal to lease other space in order the Property or any option or right to ensure purchase the validity, effectiveness and enforceability of the Lease as amended hereby;Property or any part thereof. (f) There are no pending Lessee has not assigned, sublet, or threatened actions transferred its interest in the Lease or proceedings before any court or administrative agency or other matters which might materially adversely affect portion of the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; andLeased Premises. (g) Construction of the Leased Premises is complete, any tenant improvement allowance described in the Lease has been paid by Lessor in full, and Lessee has accepted the Leased Premises and is in full occupancy. (h) The Lease constitutes the entire agreement between Lessor and Lessee with respect to the subject matter of the Lease and the occupancy, use or enjoyment of the Leased Premises. (i) Lessee agrees to private commercial law endeavor to provide Lender with copies of all notices required to be given by Lessee to Lessor, and suit further agrees that Lender shall have the right, but not the obligation, to cure an event of default within the time period provided for cure in the Lease. The copy of any notice sent pursuant to this Section shall not extend the applicable period for Lessor to cure such default or perform the obligation required under the Laws Lease. (j) As of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement date of this Lease Extension and Amendment Agreement (including any interlocutory proceedings Agreement, Lessee has no defense or the execution of any judgment or award arising therefrom) offsets that could be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and asserted with respect to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Lease.

Representations and Warranties of Lessee. As a material inducement to Seller to enter into this Agreement and to sell and convey the Conveyed Assets and terminate the Facility Lease, as the case may be, as provided herein, Lessee represents makes the following representations and warrants warranties to Lessor Seller, which representations and warranties are true as of the date of this Agreement and, as a condition of Seller's obligations to consummate the transactions contemplated hereunder, shall be true and correct as of the Closing Date unless otherwise expressly provided herein; provided, however, that:, such representations and warranties shall be deemed modified as of the Closing, without breach of the foregoing obligation of Lessee but without waiving the applicable Closing Condition set forth in subsection 5(c), by Lessee's delivery at Closing of a certification in substantially the form attached hereto as Exhibit 10 and incorporated herein by reference, reflecting any events or changes in facts or circumstances regarding Lessee's representations and warranties that have occurred after the date hereof ("Lessee's Closing Certification"): (a) Lessee is a corporation duly formedthe current holder of all of the lessee's right, validly existingtitle and interest under the Facility Lease, and in good standing Lessee has not assigned, hypothecated, pledged, sublet or otherwise transferred all or any portion of its interest under the laws Facility Lease except in connection with the transactions that are the subject of the Republic of Panama;Credit Agreement. (b) Lessee has full corporate powernot heretofore exercised the Purchase Option (as defined in Article 19 of the Facility Lease) and, authority except as provided in paragraph 12(d), will not do so while this Agreement remains in effect. (c) Subject to compliance with applicable provisions of the HSR Act and receipt of the Iasis Credit Facility Consents, Lessee has the legal right and all requisite power and authority to own its property enter into this Agreement and to carry complete the transactions contemplated herein. (d) The person executing this Agreement on its business as now being conducted and behalf of Lessee is duly and validly empowered and authorized to execute and deliver this Lease Extension and Amendment Agreement, Agreement on behalf of Lessee and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by bind Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by Lessee the provisions of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and at all times during the Term hereof: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Lease and all related documents (together, the laws of "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Aircraft is to have its primary hangar location, and any jurisdiction requiring such qualifications. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Aircraft pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Lease) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Lease. (f) The Aircraft is and Amendment Agreement; andwill remain tangible personal property. (g) Lessee has received a copy of the survey completed in accordance with Section I hereof. Since the date thereof, there has not occurred any material change in the configuration or condition of the Aircraft (except such modifications or repairs specified in such survey as being necessary to undertake) and neither engine has accrued more than fifty (50) operating hours since the date of such survey. (h) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of income, there has been no material adverse change. (i) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama its incorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "Citizen of the United States" within the meaning of Section 101(16) of the Federal Aviation Act. Unless Lessor has consented in writing, Lessee shall not consolidate, reorganize or merge into any other jurisdiction affecting corporation or entity or sell, convey, transfer or lease all or substantially all of its property during the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent Term hereof; provided that Lessee may merge or consolidate with or into Tennessee Restaurant Company or assign its interests in any jurisdiction the Aircraft and this Lease to Tennessee Restaurant Company upon giving Lessor not less than forty-five (45) days prior written notice thereof and in which proceedings such event Lessee and Tennessee Restaurant Company will sign such assignment documents as lessor may reasonably request. (j) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the uniform Commercial Code) of Lessee is located at any time be taken for the determination address set forth above, and Lessee agrees to give Lessor prior written notice of any question arising under relocation of said chief executive office or for the enforcement chief place of business from its present location. (k) A copy of this Lease Extension Lease, and Amendment Agreement a current and valid AC Form 8050-1 will be kept on the Aircraft at all times during the Term of this Lease. (l) Lessee has selected the Aircraft, manufacturer and vendor thereof, and all maintenance facilities required thereby. (m) Lessee shall maintain all logs, books and records (including any interlocutory proceedings or the execution of any judgment or award arising therefromcomputerized maintenance records) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and pertaining to the extent that Aircraft and engines and their maintenance during the Term in any such jurisdiction, there may be attributed to accordance with FAA rules and regulations. (n) Lessee or its private assets or revenues, such immunity shall not operate the Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (whether or not claimed), o) Lessee hereby irrevocably agrees not to claim and waives such immunity shall notify the FAA forty-eight (48) hours prior to the fullest extent permitted by first flight of the law of such jurisdiction;Aircraft.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that, with respect to Lessor that: this Master Lease and each Lease and related Equipment Schedule executed hereunder (aI) The execution, delivery and performance by Lessee is a corporation duly formed, validly existing, of this Master Lease and in good standing under the laws of each Lease and Equipment Schedule have been or as of the Republic date of Panama; (b) Lessee has full corporate powerexecution will have been, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized by all necessary corporate or other required action of Lessee; (ii) the individual executing such documents on Lessee's behalf was duty authorized to execute do so; (iii) the Master Lease and deliver this each Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations agreements of Lessee enforceable in accordance with their respective terms, except as such enforceability may be limited by subject to applicable insolvency, bankruptcy, insolvencymoratorium, moratorium reorganization or other similar laws affecting creditors' rights generally and subject to principles limitations upon the availablity of equity; equitable remedies; (div) The execution the Equipment is personal property and delivery when placed in use by Lessee will mot be or become fixtures under applicable law; (v) any financial statements furnished by Lessee to Lessor are, or as of this Lease Extension the date of delivery will be, accurate and Amendment Agreement complete in all material respects and accurately reflect Lessee's financial condition on the dates and for the periods covered thereby. Unless Lessee has advised Lessor to the contrary, each such financial statement will be prepared in accordance with generally accepted accounting principles applied on a consistent basis; (vi) within 120 days after the end of each fiscal year of Lessee, Lessee shall furnish to Lessor a balance sheet, statement of income, statement of cash flows along with all motes to the financial statements for such fiscal year, and a reporx xxxm Lessee's independent certified public accountants, if any. Upon request by Lessor, Lessee shall within 60 days after the end of each of the first three fiscal quarters of each fiscal year, furnish to Lessor similar financial statements for such quarter and the related year to date period; and (vii) Lessee is mot and, during the-Initial Term and any extension or-renewal thereof, will not conflict with be, in breach or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, material term of-any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract loam agreement or other agreement to which Lessee is a party concerning Lessee's primary line of credit or by which it is bound; (e) All consents or approvals required of Lessee by similar loan facility with any Governmental Entity bank or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee financial institution. Each of the transactions contemplated hereby foregoing representations, warranties and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability covenants shall be deemed reaffirmed as of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability date of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws execut?on of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;each Equipment Schedule.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that with respect to Lessor thatthe Master Lease and each Schedule executed hereunder: (a) The Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic jurisdiction of Panama;its incorporation, is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification; and has full corporate power and authority to hold property under the Master Lease and each Schedule and to enter into and perform its obligations under such Lease. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by the Lessee of this the Master Lease Extension and Amendment Agreement each Schedule and its performance thereunder have been duly authorized by all necessary corporate action of the part of the Lessee, and the Master Lease and each Schedule are not inconsistent with the Lessee's Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not conflict with or result in contravene any breach provision of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement instrument to which Lessee it is a party or by which it is bound;, and the Master Lease and each Schedule constitute legal, valid and binding agreements of the Lessee, enforceable in accordance with their terms. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fc) There are no not actions, suits, proceedings or patent claims pending or, to the knowledge of the Lessee, threatened against or threatened actions or proceedings before affecting the Lessee in any court or administrative agency before any governmental commission, board or other matters which might materially authority which, if adversely affect determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under this the Master Lease Extension and Amendment Agreement; andeach Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law. (e) The Lessee has no material liabilities or obligations, absolute or contingent (individually or in the aggregate), except the liabilities and obligations of the Lessee as set froth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operations of its business as now conducted, with no known infringement of, or conflict with, the rights of others. (g) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to private commercial law the effect of applicable bankruptcy and suit under the Laws of the Republic of Panama and any other jurisdiction similar laws affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws rights of the Republic of Panama or such other jurisdictioncreditors generally, and neither Lessee nor its properties or assets have the right rules of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;concerning equitable remedies.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Agreement and all related documents (together, the laws of "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Equipment is or is to be located. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Equipment pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Agreement) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and Amendment Agreement; andwill remain tangible personal property. (g) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (h) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty incorporation (specified in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement first sentence of this Lease Extension and Amendment Agreement Agreement). (including any interlocutory proceedings i) The Equipment will at all times be used for commercial or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;business purposes.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: : (a) Lessee is a corporation duly formed, validly existing, and in good standing under the laws of the Republic of Panama; ; 4 <PAGE> (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; ; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; ; (d) The execution and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; ; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; ; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;; 5 <PAGE> 5.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that with respect to Lessor thatthe Master Lease and each Schedule executed hereunder: (a) The Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic jurisdiction of Panama;its incorporation, is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification; and has full corporate power and authority to hold property under the Master Lease and each Schedule and to enter into and perform its obligations under such Lease. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by the Lessee of this the Master Lease Extension and Amendment Agreement each Schedule and its performance thereunder have been duly authorized by all necessary corporate action on the part of the Lessee, and the Master Lease and each Schedule are not inconsistent with the Lessee's Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not conflict with or result in contravene any breach provision of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement instrument to which Lessee it is a party or by which it is bound;, and the Master Lease and each Schedule constitute legal, valid and binding agreements of the Lessee, enforceable in accordance with their terms. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fc) There are no actions, suits, proceedings or patent claims pending or, to the knowledge of the Lessee, threatened against or threatened actions or proceedings before affecting the Lessee in any court or administrative agency before any governmental commission, board or other matters which might materially authority which, if adversely affect determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under this the Master Lease Extension and Amendment Agreement; andeach Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law. (e) The Lessee has no material liabilities or obligations, absolute or contingent (individually or in the aggregate), except the liabilities and obligations of the Lessee as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses permits, computer software and copyrights necessary for the operations of its business as now conducted, with no known infringement of, or conflict with, the rights of others. (g) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to private commercial law the effect of applicable bankruptcy and suit under the Laws of the Republic of Panama and any other jurisdiction similar laws affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal processcreditors generally, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the rules of law of such jurisdiction;concerning equitable remedies.

Representations and Warranties of Lessee. Lessee represents hereby makes the following representations and warrants to Lessor thatwarranties: (a) 7.1 Lessee is a corporation duly formedincorporated, validly existing, existing and in good standing under the laws of the Republic State of PanamaNew York and is duly qualified and authorized to do business as a foreign corporation in each jurisdiction where the failure to so qualify or to be in good standing would have a material adverse effect on its ability to carry on its business or to perform its obligations under this Lease; (b) 7.2 Lessee has full the requisite corporate power, authority and legal right to own its property execute, deliver and to carry on its business as now being conducted perform each and is every term of this Lease, Lease Supplement No. 1 and all other Lessee Documents, the same having been duly authorized to execute and deliver this Lease Extension and Amendment Agreementby all necessary corporate action of Lessee, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by the authorized officers of Lessee and, assuming the due and proper execution of the other party thereto, constitute the legal, valid and binding obligations of Lessee Lessee, enforceable against it in accordance with their such terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' the rights of creditors generally and subject to general principles of equity; (d) 7.3 The execution and delivery of this Lease, Lease Supplement No. 1 and all other Lessee Documents and the performance by Lessee of its obligations under this Lease Extension and Amendment Agreement will not conflict contravene or violate any provision of its charter or Articles or Certificate of Incorporation or By-Laws or any contract, agreement, indenture or other instrument either binding upon Lessee or to which it is subject, nor will any such contract, agreement, indenture or other instrument create a Lien (other than a Permitted Lien) with respect to this Lease or the Aircraft; 7.4 There is no United States federal or state law or governmental regulation or order that would be contravened or violated by the execution, delivery and performance of this Lease by Lessee or by the performance of any term and condition contained herein, or in Lease Supplement No. 1 or in any of the other Lessee Documents by Lessee; 7.5 No consent of shareholders of Lessee or of any holders of indebtedness of Lessee, and except for the registrations, recordings and filings made or to be made with respect to the Aircraft under the Operative Documents and except as required under FAR parts 125, 129, 135 or 91 (Section 91.54), no consent or approval of, the giving of notice to, registration with, the recording or filing of any document with, or the taking of any other action in respect of any governmental authority, body, commission or agency or any other entity (except any such consents, approvals, notices, registrations, recordings, filings or actions as have already been accomplished by Lessee, and except for routine periodic and other reporting requirements and renewals and extensions of exemptions, in each case to the extent required to be given or obtained only after the date hereof), is or will be required as a condition to the execution and validity of this Lease or as a condition to or in connection with the authorization, execution, delivery or performance hereof by Lessee, except those which have been duly made or obtained, certified copies of which have been or will be delivered to Lessor, prior to delivery of the Aircraft to Lessee. This Lease and its performance by Lessee will not violate or contravene any law, regulation, order, judgment or other similar obligation imposed by any government or regulatory agency, court, administrative or legislative body applicable to Lessee or the Aircraft; 7.6 Except as set forth in Schedule 1 hereto, there are no actions or proceedings pending or, to Lessee's knowledge, threatened, against Lessee or any of its subsidiaries or Affiliates before any court or administrative agency in any jurisdiction that question Lessee's legal capacity to execute, deliver or perform, or the binding effect or validity of, this Lease or any other Lessee Document, or which might result in any breach ofmaterial adverse effect on the assets, constitute liabilities, prospects, business, profit, condition or operations, financial or otherwise, of Lessee or any of its subsidiaries or Affiliates; 7.7 Lessee is fully familiar with all the covenants, terms, conditions, agreements and warranties of this Lease and is not in default underwith respect thereto; 7.8 All Lessee's financial statements, other financial information and tax returns that have heretofore been provided to Lessor in conjunction with this transaction fairly and accurately represent the financial condition and income of Lessee as of the dates given and, as of such dates, such financial statements and other financial information did not contain any untrue statements of a material fact, nor did they omit to state a material fact required to be stated therein or necessary in order to prevent such financial statements or other financial information from being misleading as of the dates thereof; and except as otherwise has been disclosed in writing to Lessor, there is no fact, situation or event, currently known to Lessee, which, so far as can be foreseen by Lessee, (a) will materially adversely affect the properties, business, assets, income, prospects or condition, financial or otherwise, of Lessee or (b) has had a materially adverse effect on the properties, business, assets, income, prospects or condition, financial or otherwise, of Lessee since the dates of such financial statements, other financial information or tax returns; 7.9 All Federal income tax returns required to be filed by Lessee have, in fact, been filed, and all taxes which are shown to be due and payable in such returns have been paid. No material controversy in respect of additional income taxes due is pending or to the knowledge of Lessee threatened, which controversy if determined adversely would materially and adversely affect Lessee's ability to perform its obligations hereunder. The provision for taxes on the books of Lessee is adequate for all open years, and for its current fiscal period; 7.10 Lessee is not engaged in any transaction in connection with which it could be subjected to either a civil penalty assessed pursuant to Section 502 (c) of ERISA or any tax imposed by Section 4975 of the Code; no material liability of the Pension Benefit Guaranty Corporation has been or is expected by Lessee to be incurred with respect to any employee pension benefit plan (as defined in Section 3 of ERISA) maintained by Lessee; there has been no reportable event (as defined in Section 4043 (b) of ERISA) with respect to any such employee pension benefit plan. There has been no event of termination of any such employee pension benefit plan by the Pension Benefit Guaranty Corporation; and no accumulated funding deficiency (as defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived, exists with respect to any such employee pension benefit plan; 7.11 Lessee is an "air carrier" engaged in interstate air transportation, as such term is used in Section 40102 (a)(2) of the Transportation Code, and certificated under Section 44705 of the Transportation code, is a "citizen of the United States" as such term is defined in Section 40102 (a)(15) of the Transportation Code, is authorized to operate Saab 340A Aircraft pursuant to FAR Part 135 and possesses all necessary material certificates, franchises, licenses, permits, authorizations, rights, concessions and consents of or from all applicable governmental authorities or agencies of the United States, including, without limitation, the FAA, that are required for the operation of the Aircraft, routes flown by Lessee and the conduct of its business as now being conducted; 7.12 Lessee is not in material default and no condition exists that with notice, or result in the creation lapse of time or both would constitute a material default by Lessee under any mortgage, deed of trust, indenture, security, loan agreement or other instrument or agreement or evidence of any lienobligation for borrowed money, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; (e) All consents or approvals required any of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have may be bound; and 7.13 Lessee's chief executive office and the right place where it keeps its corporate records is at 0000 Xxxxx Xxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000. The offices where it keeps its records concerning the Aircraft and all contracts relating thereto are located at 0000 Xxxxx Xxxx Xxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxx 00000 and at 0000 Xxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxx 00000. The Aircraft will be based in either Akron, Summit County, Ohio or Indianapolis, Xxxxxx County, Indiana, and the components of immunity from suit the Aircraft which are not attached to or execution customarily installed on the grounds of sovereignty Aircraft, will be located in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its propertyIndianapolis, assets or revenues immunity from suit or attachment (whether in aid of executionXxxxxx County, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Indiana.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and at all times during the Term hereof: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Lease and all related documents (together, the laws "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the jurisdiction(s) where the Aircraft is or is to have its primary hangar location, except where failure to so qualify would not have a material adverse effect on the value of the Republic Aircraft or the rights and remedies of Panama;Lessor hereunder. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited by under applicable bankruptcybankruptcy insolvency, insolvencyreorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and subject or by general principles or equity. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to principles the entry into or performance by Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) to Lessee's knowledge, violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Aircraft pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Lease) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions or proceedings in court or, to Lessee's before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfil its obligations under this Lease Extension Lease. (f) The Aircraft is and Amendment Agreement; andwill remain tangible personal property, (g) Lessee has received a copy of the inspection/survey completed in accordance with Section I hereof. Since the date thereof, there has not occurred any material change in the configuration or condition of the Aircraft (except such modifications or repairs specified in such inspection/survey as being necessary to undertake) and neither engine has accrued more than fifty (50) operating hours since the date of such inspection/survey. (h) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (i) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama its incorporation (specified in the first sentence of this Lease) and Lessee is and will continue to be a "Citizen of the United States" within the meaning of Section 101(16) of the Federal Aviation Act. Lessee shall not consolidate, reorganize or merge with any other jurisdiction affecting corporation or entity or sell, convey, transfer or lease all or substantially all of its property during the Lessee. Term hereof. (j) The chief executive office or chief place of business (as either of such terms is used in Article 9 of the Uniform Commercial Code) of Lessee is not entitled to sovereign immunity under located at the Laws of the Republic of Panama or such other jurisdictionaddress set forth above, and neither Lessee nor agrees to give Lessor prior written notice of any relocation of said chief executive office or chief place of business from its properties or assets have the right present location. (k) A copy of immunity from suit or execution this Lease, and a current and valid AC Form 8050-I will be kept on the grounds of sovereignty in Aircraft at all times during the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement Term of this Lease Extension Lease. (l) Lessee has selected the Aircraft, manufacturer and Amendment Agreement vendor thereof, and all maintained facilities required hereby. (m) Lessee shall maintain all logs, books and records (including any interlocutory proceedings or the execution of any judgment or award arising therefromcomputerized maintenance records) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and pertaining to the extent that Aircraft and engines and their maintenance during the Term in any such jurisdiction, there may be attributed to accordance with FAA rules and regulations. (n) Lessee or its private assets or revenues, such immunity shall not operate the Aircraft under Part 135 of the Federal Aviation Regulations without the prior written approval of Lessor. (whether or not claimed), o) Lessee hereby irrevocably agrees not to claim and waives such immunity shall notify the FAA forth-eight (48) hours prior to the fullest extent permitted by first flight of the law of such jurisdiction;Aircraft under this Lease.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: (a) Lessee is a corporation duly formed, validly existing, and in good standing under the laws of the Republic State of PanamaDelaware; (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension Agreement and Amendment Agreement, Letter No. 3 and to perform its obligations hereunderhereunder and thereunder; (c) This Lease Extension Agreement and Amendment Agreement Letter No. 3 have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by Lessee of this Lease Extension Agreement and Amendment Agreement Letter No. 3 will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of or any court, comissioncommission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension Agreement and Amendment Agreement Letter No. 3 and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby;and (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension Agreement and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Letter No.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: (a) Lessee is a corporation city duly formed, validly existing, organized and in good standing existing under the Constitution and laws of the Republic of PanamaState, with full power and authority to enter into this Master Agreement, each Lease, any Escrow Agreement, if applicable, and any other Related Agreement and the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder; (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute the execution and deliver delivery of this Lease Extension and Amendment Master Agreement, all Schedules, any Escrow Agreement (if applicable), any other Related Agreement and documents relating thereto by proper action of its governing body at a meeting duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, or by other appropriate official approval, and all requirements have been met and procedures have occurred (including compliance with open and public meeting law requirements) in order to perform its obligations hereunderensure the validity and enforceability of this Master Agreement, all Schedules, any Escrow Agreement (if applicable) and any other Related Agreement; (c) This Lease Extension Lessee has complied with such procurement and Amendment public bidding requirements as may be applicable to this Master Agreement have been duly authorized, executed and delivered any Related Agreement and the acquisition by Lessee of the Equipment under each Lease; (d) the use and constitute operation of the legalEquipment is essential to Lessee’s proper, valid efficient and binding obligations economic governmental operation and the functions performed by the Equipment could not be transferred to other equipment available for its use; (e) the execution and performance by Lessee of this Master Agreement, each Lease and any Related Agreement do not require the consent or approval or authorization or order of, the giving of notice to or the registration with, or any hearings or other proceedings by, any federal, state or other governmental authority or agency; (f) the application, statements and credit or financial information submitted by Lessee to Lessor are true, correct and complete and are made to induce Lessor to enter into this Master Agreement, each Lease and each Escrow Agreement (if applicable); (g) there has been no Material Adverse Change since the last submission of financial information to Lessor on or after the Commencement Date under any Lease; (h) there are no suits or proceedings, tax claims, pending or threatened against or affecting Lessee which would impair the ability of Lessee enforceable to perform its obligations under any Lease, any Escrow Agreement or any Related Agreement; (i) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in accordance with their termsany way limits, restricts or prevents Lessee from entering into this Master Agreement, any Lease, any Escrow Agreement or any Related Agreement or performing any of its obligations hereunder or thereunder, except as to the extent that such enforceability performance may be limited by applicable bankruptcy, insolvency, moratorium reorganization or other similar laws affecting creditors' ’ rights generally and subject to principles of equitygenerally; (dj) The all authorizations, consents and approvals of, and hearings and other proceedings by, governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease Extension Master Agreement, each Lease, any Escrow Agreement and Amendment any Related Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained and have occurred; (k) the entering into and performance of this Master Agreement, each Lease, any Escrow Agreement and any Related Agreement (i) will not conflict with violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument to which Lessee is a party or by which it or its assets may be bound and (ii) will not result in the creation of any Lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment under any Lease pursuant to an indenture, mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided; (el) All consents Xxxxxx’s name as indicated on the first page of this Master Agreement is its true, correct and complete legal name; (m) the useful life of the Equipment will not be less than the Scheduled Term of the related Lease; (n) during the last 10 years prior to the Commencement Date of the applicable Lease, Xxxxxx’s governing body has not failed (for whatever reason) to appropriate amounts sufficient to pay its obligations that are subject to termination or approvals required non-renewal for failure to appropriate funds; (o) to the extent that any Equipment under a Lease may constitute fixtures under applicable State law, Lessee is the fee owner of Lessee by any Governmental Entity the real estate where the Equipment is and will be located and has good and marketable title thereto, and there exists no mortgage, pledge, Lien, security interest, charge or other Person in connection encumbrance of any nature whatsoever on or with respect to such real estate; (p) the street addresses and legal descriptions affixed to the UCC‑1 financing statements and fixture filings filed and recorded with respect to each Lease pursuant to Section 8(c)(vii)(4) and/or Section 13(b) hereof are true, accurate and complete street addresses and legal descriptions of all the properties on which the Equipment is located or to be installed; and (q) as of the date of execution and delivery of this Lease Extension and Amendment Master Agreement and the consummation by Lessee date of execution and delivery of each Lease, Xxxxxx has not granted any Lien on the transactions contemplated hereby and thereby have been duly obtained Collateral that would be senior in priority to, or waived; and except for pari passu with, the filing first priority Lien on the Collateral granted to Lessor under Section 13(b) of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Agreement and all related documents (together, the laws of "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) where the Equipment is or is to be located. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Equipment pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Agreement) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and Amendment Agreement; andwill remain tangible personal property. (g) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (h) Lessee's exact legal name is as set forth in the first sentence of this Agreement and Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama its incorporation (specified in the first sentence of this Agreement). (i) The Equipment will at all times be used for commercial or business purposes within the Continental United States. (j) Lessee is and will remain in full compliance with all laws and regulations applicable to it including, without limitation, (i) ensuring that no person who owns a controlling interest in or otherwise controls Lessee is or shall be (Y) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control ("OFAC"), Department of the Treasury, and/or any other jurisdiction affecting the Lesseesimilar lists maintained by OFAC pursuant to any authorizing statute, Executive Order or regulation or (Z) a person designated under Section 1(b), (c) or (d) of Executive Order No. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction13224 (September 23, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama 2001), any related enabling legislation or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal processsimilar Executive Orders, and to (ii) compliance with all applicable Bank Secrecy Act ("BSA") laws, regulations and government guidance on BSA compliance and on the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim prevention and waives such immunity to the fullest extent permitted by the law detection of such jurisdiction;money laundering violations.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: : (a) Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic state of Panama; its incorporation; (b) Lessee has full corporate powerthe execution, authority delivery and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver performance of this Lease Extension and Amendment Agreement, all related instruments and to perform its obligations hereunder; documents (c1) This Lease Extension and Amendment Agreement have been duly authorizedauthorized by all necessary corporate and/or partnership action on the part of Lessee, executed and delivered by Lessee and constitute (2) do not require the legalapproval of any stockholder, valid and binding partner, trustee or holder of any obligations of Lessee enforceable in accordance with their termsexcept such as have becn duly obtained, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d3) The execution do not and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with contravene any law, governmental rule, regulation or result in any breach order now binding on Lessee, or the character or by-laws of Lessee, or contravene the provisions of, or constitute any a default under, or result in the creation of any lien, charge lien or encumbrance pursuant toupon the property of Lessee under, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee Lcssee is a party or by which it or its property is bound; ; (ec) All consents or approvals required this Lease and all related instruments and documents, when entered into, will constitute legal, valid and binding obligations of Lessee by any Governmental Entity enforceable against Lessee in accordance with tbe terms thereof; (d) there are no pending actions or other Person in connection with the execution proceedings to which Lessee is a part, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, tbere are no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings of wbich Lessee has knowledge, before any court court, arbitrator or administrative agency agency, which, either individually or other matters which might materially in the aggregate, would adversely affect effect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder, (e) Lessee is not in default under this Lease Extension any obligation for tbe payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and Amendment Agreementnot fixtures; and (g) the financial statements of Lessee is subject (copies of which have been furnished to private commercial law Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied ("GAAP"), and suit under fairly present Lessee's financial condition and the Laws results of its operations as of the Republic date of Panama and any other jurisdiction affecting for the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or period covered by such other jurisdictionstatements, and neither Lessee nor its properties since the date of such statements there has been no material adverse change in such conditions or assets have operations; (h) the right address stated above is the chief place of immunity from suit business and chief executive office, or execution on the grounds of sovereignty in the Republic case of Panama individuals, the primary residece, of Lessee; (i) Lessee does not conduct business under a trade, assumed or any other jurisdiction. To fictitious name; and (j) the extent Equipment is being leased bereunder sololy for business purposes and that Lessee may in any jurisdiction in which proceedings may at any time no item of Equipment will be taken used for the determination of any question arising under personal family or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;household purposes.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date hereof and on the date of execution of each Schedule: (a) Lessee is a corporation duly formed, validly existinghas adequate power and capacity to enter into, and in good standing under perform under, this Agreement and all related documents (together, the laws of "Documents") and is duly qualified to do business wherever necessary to carry on its present business and operations, including the Republic of Panama;jurisdiction(s) whether the Equipment is or is to be located. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited under applicable bankruptcy and insolvency laws. (c) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles Lessee of equity;the Documents except such as have already been obtained. (d) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee's Certificate of Incorporation or By-Laws; or (ii) result in any breach of, constitute any a default under, under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Equipment pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Agreement) to which Lessee is a party or by which it is bound;party. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension Agreement. (f) The Equipment accepted under any Certificate of Acceptance is and Amendment Agreement; andwill remain tangible personal property. (g) Each Balance Sheet and Statement of Income delivered to Lessor has been prepared in accordance with generally accepted accounting principles, and since the date of the most recent such Balance Sheet and Statement of Income, there has been no material adverse change. (h) Lessee is subject to private commercial law and suit will be at all times validly existing and in good standing under the Laws laws of the Republic State of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty incorporation (specified in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement first sentence of this Lease Extension and Amendment Agreement Agreement). (including any interlocutory proceedings i) The Equipment will at all times be used for commercial or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;business purposes.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: (a) Lessee hereby represents, warrants and covenants that, with respect to the Master Lease Agreement and each Lease executed hereunder, (i) the execution, delivery and performance thereof by the Lessee have been duly authorized by all necessary corporate action, (ii) the Lease will be in full force and effect and constitute a valid obligation binding upon and enforceable against Lessee in accordance with its terms, (iii) the Equipment covered by the lease is a corporation duly formedaccurately described in the Lease and all documents relating thereto, validly existing(iv) the Equipment is personal property and when subject to use by the Lessee will not be or become fixtures under applicable law, and in good standing under (v) any and all financial statements and other information with respect to Lessee supplied to Lessor at the laws time of execution of the Republic of Panama;Lease any amendments hereto, are true and complete. (b) Prior to and during the term of the Lease. Lessee has full corporate powerwill furnish Lessor, authority when reasonably available, with Lessee's audited financial statements. If Lessee is a subsidiary of another company, Lessee shall supply such parent's financials and legal right guarentees as are acceptance to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder;Lessor. (c) This Lease Extension and Amendment Agreement have been duly authorizedLessee, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The upon execution and delivery by Lessee of this Master Lease Extension Agreement and Amendment Agreement will not conflict thereafter upon execution of each lease, shall provide Lessor with or result in any breach of, constitute any default under, or result in (i) an incumbency certificate certifying that the creation person signing the Lease holds the office he purports to hold and has authority to sign on behalf of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision Lessee; (iii) an opinion of Lessee's articles counsel with respect to the representations in Section 10(a) above; (iii) a certificate of incorporation the secretary or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; (e) All consents or approvals required assistant secretary of Lessee by any Governmental Entity referring to the resolutions (specific or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of general) authorizing the transactions contemplated hereby and thereby have been duly obtained herein; (iv) an agreement with Lessor's assignee with regard to any assignment as referred to in Section 7(d); (v) the purchase documents if Lessee has sold or waivedassigned its interest in the Equipment to Lessor; (vi) an insurance certificate pursuant to Section 13 hereof; and except for (vii) all other documents as Lessor may reasonably request. If Lessee shall fail to timely and properly deliver any of the filing aforesaid documents when due shall cause Lessor, at Lessor's option and notwithstanding anything to the contrary contained in Section 2 hereof, to postpone the commencement of this Amendment with the DACInitial Term, no other filingsto increase the Monthly Rental to recover costs incurred by Lessor consequent to the delay, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of terminate the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings before any court or administrative agency or other matters which might materially adversely affect the ability of Lessee to perform its obligations under this Lease Extension and Amendment Agreement; and (g) Lessee is subject to private commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty provided in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Section 15.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that with respect to Lessor thatthe Master Lease and each Schedule executed hereunder: (a) The Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic jurisdiction of Panama;its incorporation, is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification, except for where such lack of qualification would not have a material adverse effect on the Company's business; and has full corporate power and authority to hold property under the Master Lease and each Schedule and to enter into and perform its obligations under the Master Lease and each Schedule. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby Master Lease and thereby each Schedule and its performance thereunder have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby;authorized by all necessary (fc) There are no actions, suits, proceedings or patent claims pending or, to the knowledge of the Lessee, threatened against or threatened actions or proceedings before affecting the Lessee in any court or administrative agency before any governmental commission, board or other matters which might materially authority which, if adversely affect determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under this the Master Lease Extension and Amendment Agreement; andeach Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law. (e) The Lessee has no material liabilities or obligations, absolute or contingent (individually or in the aggregate), except the liabilities and obligations of the Lessee as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operations of its business as now conducted, with no known infringement of, or conflict with, the rights of others. (g) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to private commercial law the effect of applicable bankruptcy and suit under the Laws of the Republic of Panama and any other jurisdiction similar laws affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws rights of the Republic of Panama or such other jurisdictioncreditors generally, and neither Lessee nor its properties or assets have the right rules of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;concerning equitable remedies.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: that (a) Lessee is a municipal corporation duly formed, validly existing, organized and in good standing existing under the constitution and laws of the Republic of Panama; state where it is located, with the power and authority thereunder to enter into this Lease and assume and perform the obligations stated herein, and Lessee will take all actions necessary to preserve such existence, power, and authority; (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is been duly authorized to execute and deliver the Lease Documents by proper action of its governing body and all other proceedings of Lessee relating to the transaction contemplated by this Lease Extension have been performed according to all applicable local, state and Amendment Agreement, and to perform its obligations hereunder; federal laws; (c) This Lessee covenants that it will use 95% or more of the proceeds of this Lease Extension as soon as practicable for the purposes stated in this Lease - to wit, performance of essential local government functions of Lessee - and Amendment Agreement that no part of the proceeds shall be invested at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated when this Lease was entered into, would have been duly authorizedresulted in classification of this Lease in any amount as an “arbitrage bond” within the meaning of the Internal Revenue Code of 1986, executed as amended (the “Code”) and delivered by regulations thereunder; (d) Lessee designates this as a “qualified tax-exempt obligation” as defined in Section 265(b)(3)(B) of the Code and Lessee reasonably anticipates to issue qualified tax-exempt obligations during the budget year of the Funding Date in an amount not exceeding $10,000,000; (e) this Lease is not a private activity bond as defined in Section 141 of the Code; (f) the remaining useful life of the Equipment is less than 120% of the Term of this Lease; (g) Lessee is a state or political subdivision with taxing power under the laws of the state where it is located; (h) the Lease Documents when entered into will constitute the legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms; (i) Lessee will comply with all applicable provisions of the Code, except as such enforceability may be limited by including without limitation Sections 103 and 148, and all applicable bankruptcyTreasury Department regulations, insolvency, moratorium in order to maintain the excludability of the interest component of Rent payments from federal income taxation; (j) there are no actions or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with or result in any breach of, constitute any default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement proceedings to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution party, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, there are no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings of which Lessee has knowledge, before any court governmental authority which, either individually or administrative agency or other matters which might materially in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations under this Lease Extension hereunder; and Amendment Agreement; and (gk) Lessee is subject the financial statements of Xxxxxx (copies of which have been furnished to private commercial law Lessor) have been prepared in accordance with generally accepted accounting principles, consistently applied, and suit under the Laws fairly present Lessee's financial condition as of the Republic date of Panama and any other jurisdiction affecting for the Lesseeperiod covered by such statements, and since the date of such statements there has been no material adverse change in its financial condition or operations. Lessee is not entitled shall cause to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement executed as a requirement of this Lease Extension an opinion of counsel in substantially the form attached hereto as Exhibit E and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted incorporated by the law of such jurisdiction;this reference.

Representations and Warranties of Lessee. Lessee hereby represents and warrants to Lessor thatthat on the date hereof: (a) Xxxxxx’s exact legal name, type of organization, and jurisdiction of organization, are as set forth in the preamble of this Agreement. Lessee is a corporation is, and will remain, duly formedorganized, validly existing, existing and in good standing under the laws of the Republic state set forth in the preamble of Panama;this Agreement. Lessee has its chief executive offices at the location specified in the preamble, and is, and will remain, duly qualified and licensed in every jurisdiction wherever necessary to carry on its business and operations. Lessee has no fictitious business names. Lessee has not at any time been known by any legal name different from the one set forth in the preamble of this Agreement, nor has Lessee been the subject of any merger or other corporate reorganization. (b) Lessee has full corporate poweradequate power and capacity to enter into, authority and legal right perform under, this Agreement and all documents executed in connection herewith (together, the “Documents”) and is duly qualified to own its property and do business wherever necessary to carry on its present business as now being conducted and operations, including the jurisdiction(s) where the Equipment is duly authorized or is to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder;be located. (c) This Lease Extension and Amendment Agreement The Documents have been duly authorized, executed and delivered by Lessee Xxxxxx and constitute the legalvalid, valid legal and binding obligations of Lessee agreements, enforceable in accordance with their terms, except as such enforceability to the extent that the enforcement of remedies therein provided may be limited by under applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally bankruptcy and subject to principles of equity;insolvency laws. (d) No approval, consent or withholding of objections is required from any governmental authority or instrumentality with respect to the entry into or performance by Xxxxxx of the Documents except such as have already been obtained. (e) The execution entry into and delivery performance by Lessee of this Lease Extension and Amendment Agreement the Documents will not conflict with not: (i) violate any judgment, order, law or regulation applicable to Lessee or any provision of Lessee’s certificate of incorporation or bylaws; or (ii) result in any breach of, constitute any default under, an Event of Default under or result in the creation of any lien, charge charge, security interest or other encumbrance upon any Equipment pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene to any indenture, mortgage, deed of trust, bank loan or credit agreement, lease, license, contract agreement or other agreement instrument (other than this Agreement) to which Lessee is a party or by which it is bound; (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby;party. (f) There are no suits or proceedings pending or threatened actions in court or proceedings before any court commission, board or other administrative agency against or other matters affecting Lessee, or anticipated, pending, or current bankruptcy which might materially adversely affect will have a material adverse effect on the ability of Lessee to perform fulfill its obligations under this Lease Extension and Amendment Agreement; and. (g) Lessee The Equipment is subject to private and will remain tangible personal property. (h) The Equipment will at all times be used for commercial law and suit under the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;business purposes.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: : (a) Lessee is a corporation duly formedorganized, validly existing, existing and in good standing under the laws of the Republic state of Panama; its incorporation. (b) Lessee has full corporate powerCarolina-Pacific Distributors, authority Inc., Certified Transport, Inc., Rainbow Trucking Services, Inc., Transit Leasing, Inc. f/k/a Capitol Warehouse Inc., Transportation Resources and legal right to own its property Management, Inc., Cxxxxxx Xxxxxx & Co., Inc., KJ Transportation, Inc., Service Express, Inc., Diversified Trucking Corp., J&L Truck Leasing of Farmington, Inc. and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment AgreementNorthstar Transportation, and to perform its obligations hereunder;Inc. are each a wholly-owned subsidiary (directly or indirectly) of Transit Group, Inc. (c) This The sale of those items of the Equipment described on the schedule attached to each Bxxx of Sale (collectively, the ABill of Sale@) executed by Lessee pursuant hereto and delivered to Lessor, and the execution, delivery and performance of the Lease Extension and Amendment Agreement Documents: (1) have been duly authorizedauthorized by all necessary corporate action on the part of Lessee; (2) do not require the approval of any stockholder, executed and delivered by Lessee and constitute the legal, valid and binding trustee or holder of any obligations of Lessee enforceable in accordance with their terms, except such as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally have been duly obtained; and subject to principles of equity; (d3) The execution do not and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with contravene any law, governmental rule, regulation or result in any breach order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute any a default under, or result in the creation of any lien, charge lien or encumbrance pursuant toupon the property of Lessee under, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it or its property is bound;bound which has not been waived. (d) Each of the Lease Documents, when entered into, will constitute legal, valid and binding obligations of Lessee, jointly and severally enforceable against each Lessee, in accordance with the terms thereof. Subject to the release of existing lien rights, the Bxxx of Sale transfers to Lessor good and marketable title to the Equipment described on the schedule attached thereto. Other than the recording of certificates of title with respect to motor vehicles, no filing or recordation must be made, no notice must be given, and no other action must be taken with respect to any state or local jurisdiction, or any person, except such as have been duly made, given or taken, in order to preserve to Lessor all the rights transferred by the Bxxx of Sale. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any court court, arbitrator or administrative agency agency, which, either individually or other matters which might in the aggregate, would have a Material Adverse Effect. As used herein, AMaterial Adverse Effect@ shall mean (1) a materially adversely affect adverse effect on the business, condition (financial or otherwise), operations, performance or properties of the Lessees taken as a whole, or (2) a material impairment of the ability of any Lessee to perform its obligations under this or to remain in compliance with the Lease Extension Documents. Further, Lessee is not in default under any obligation for borrowed money, for the deferred purchase price of property or any lease agreement which, either individually or in the aggregate, would have the same such effect. (f) The audited consolidated financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and Amendment Agreement; andfairly present Lessee's consolidated financial condition and the results of its consolidated operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations. (g) The address stated below the signature of Lessee is subject the chief place of business and chief executive office of Lessee; and Lessee does not conduct business under a trade, assumed or fictitious name. (h) Lessee has reviewed the areas within its business and operations which could be adversely affected by, and has developed or is developing a program to private commercial law address on a timely basis, the AYear 2000 Problem@ (that is, the risk that computer applications used by Lessee may be unable to recognize and suit under the Laws of the Republic of Panama perform properly date-sensitive functions involving certain dates prior to and any other jurisdiction affecting the Lesseedate on or after December 31, 1999). Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or Based on such other jurisdiction, review and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed)program, Lessee hereby irrevocably agrees believes that the AYear 2000 Problem@ will not have a Material Adverse Effect. From time to claim and waives time, at the request of Lessor, Lessee shall provide to Lessor such immunity updated information or documentation as is requested regarding the status of its efforts to address the fullest extent permitted by the law of such jurisdiction;Year 2000 Problem.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: that (a) the address stated above is the chief place of business and chief executive office of Lessee, Lessee's full and accurate legal name is as stated above and the information describing Lessee set forth under Lessee's signature below is accurate in all respects; (b) Lessee is either (i) an individual and the sole proprietor of its business which is located at the address set forth above and doing business only under the names disclosed herein, or (ii) a limited liability company or corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic state of Panama; its organization or incorporation, or (biii) a general or limited partnership organized under the laws of the state of its principal place of business set forth in the Lease or the Lease Documents and the individual general partner executing this Master Lease has the full authority to represent, sign for and bind Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; in all respects; (c) This the execution, delivery and performance of this Master Lease Extension and Amendment Agreement all related instruments and documents (i) have been duly authorizedauthorized by all necessary action on the part of Lessee, executed and delivered by Lessee and constitute (ii) do not require the legalapproval of any stockholder, valid and binding partner, manager, trustee, or holder of any obligations of Lessee enforceable in accordance with their termsexcept such as have been duly obtained, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (diii) The execution do not and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with contravene any law, governmental rule, regulation or result in any breach oforder now binding on Lessee, or contravene the operating agreement, charter or by-laws of Lessee, or constitute any a default under, or result in the creation of any lien, charge lien or encumbrance pursuant toupon the property of Lessee under, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it or its property is bound; ; (d) the Lease Documents when entered into will constitute legal, valid and binding obligations of Lessee enforceable against Lessee in accordance with their terms; (e) All consents there are no actions or approvals required of proceedings to which Lessee by any Governmental Entity or other Person in connection with the execution is a party, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, there are no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings of which Lessee has knowledge, before any court governmental authority which, either individually or administrative agency or other matters which might materially in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder; (f) Lessee is not in default under this Lease Extension and Amendment Agreementany obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would adversely affect the financial condition of Lessee or the ability of Lessee to perform its obligations hereunder; and (g) the Lease is for commercial and business purposes and the Equipment will be used solely for such purposes and not for personal, family, or household purposes; (h) the financial statements of Lessee (copies of which have been furnished to Lessor) have been prepared in accordance with generally accepted accounting principles consistently applied and fairly present Lessee's financial condition and the results of its operations as of the date of and for the period covered by such statements, and since the date of such statements there has been no material adverse change in such conditions or operations; (i) neither the Lessee nor, to the Lessee’s knowledge, any director, officer, agent, employee or affiliate of the Lessee is currently subject to private commercial law and suit under any U.S. sanctions administered by the Laws Office of Foreign Assets Control of the Republic of Panama U.S. Treasury Department ("OFAC"); and any other jurisdiction affecting (j) the Lessee. Lessee is will not entitled to sovereign immunity under directly or indirectly use the Laws proceeds of the Republic of Panama Lease, or lend, contribute or otherwise make available such proceeds to any affiliate or other jurisdictionperson or entity, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination purpose of financing the activities of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including person currently subject to any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted U.S. sanctions administered by the law of such jurisdiction;OFAC.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor that: : (a) Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic state of Panama; its incorporation; (b) Lessee has full corporate powerthe execution, authority delivery and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver performance of this Lease Extension and Amendment Agreement, all related instruments and to perform its obligations hereunder; documents: (c1) This Lease Extension and Amendment Agreement have been duly authorizedauthorized by all necessary corporate action on the part of Lessee, executed and delivered by Lessee and constitute (2) do not require the legalapproval of any stockholder, valid and binding partner, trustee, or holder of any obligations of Lessee enforceable in accordance with their termsexcept such as have been duly obtained, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d3) The execution do not and delivery by Lessee of this Lease Extension and Amendment Agreement will not conflict with contravene any law, governmental rule, regulation or result in any breach order now binding on Lessee, or the charter or by-laws of Lessee, or contravene the provisions of, or constitute any a default under, or result in the creation of any lien, charge lien or encumbrance pursuant toupon the property of Lessee under, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement to which Lessee is a party or by which it or its property is bound; ; (ec) All consents or approvals required this Lease and all related instruments and documents when entered into, will constitute legal, valid and binding obligations of Lessee by any Governmental Entity or other Person enforceable against Lessee in connection accordance with the execution terms thereof; (d) there are no pending actions or proceedings to which Lessee is a party, and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, there are no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There are no pending or threatened actions or proceedings of which Lessee has knowledge, before any court court, arbitrator or administrative agency agency, which, either individually or other matters which might materially in the aggregate, would adversely affect the financial condition of Lessee, or the ability of Lessee to perform its obligations hereunder; (e) Lessee is not in default under this Lease Extension any obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect; (f) under the laws of the state(s) in which the Equipment is to be located, the Equipment consists solely of personal property and Amendment Agreementnot fixtures; and (g) the financial statements of Lessee is subject (copies of which have been furnished to private commercial law Lessor) have been prepared in accordance with generally acceptable accounting principles consistently applied ("GAAP"), and suit under fairly present Lessee's financial condition and the Laws results of its operations as of the Republic date of Panama and any other jurisdiction affecting for the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or period covered by such other jurisdictionstatements, and neither Lessee nor its properties since the date of such statements there has been no material adverse change in such conditions or assets have operations; (h) the right address stated above is the chief place of immunity from suit business and chief executive office, or execution on the grounds of sovereignty in the Republic case of Panama individuals, the primary residence, of Lessee; (i) Lessee does not conduct business under a trade, assumed or any fictitious name other jurisdiction. To than those listed on Exhibit B attached hereto; and (j) the extent Equipment is being leased hereunder solely for business purposes and that Lessee may in any jurisdiction in which proceedings may at any time no item of Equipment will be taken used for the determination of any question arising under personal, family or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;household purposes.

Representations and Warranties of Lessee. Lessee represents and warrants to Lessor Owner Trustee, Trust Company, Indenture Trustee, Loan Participant and Owner Participant that:, as of the date hereof and as of the Closing Date (unless any such representation is specifically made as of one date): (a) Lessee is a corporation duly formedorganized, validly existing, and in good standing under the laws of the Republic State of Panama; (b) Missouri, is a Class I railroad as defined in 49 CFR Part 12011-1, is duly licensed or qualified and in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its ability to enter into and perform its obligations under the Lessee Agreements, has full the corporate power, power and authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreementconducted, and has the requisite power and authority to execute, deliver and perform its obligations hereunderunder the Lessee Agreements; (cb) This Lease Extension and Amendment Agreement the Lessee Agreements have been duly authorizedauthorized by all necessary corporate action (no shareholder approval being required), executed and delivered (or in the case of the Lease Supplement will on the Closing Date have been duly executed and delivered) by Lessee Lessee, and constitute (or in the case of the Lease Supplement will on the Closing Date constitute) the legal, valid and binding obligations obligation of Lessee, enforceable against Lessee enforceable in accordance with their its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other insolvency and similar laws affecting creditors' rights generally and subject to by general principles of equity; (dc) The execution the execution, delivery and delivery performance by Lessee of this Lease Extension each Lessee Agreement and Amendment Agreement compliance by Lessee with all of the provisions thereof do not and will not conflict with contravene any law or result in regulation, or any breach order of any court or governmental authority or agency applicable to or binding on Lessee or any of its properties, or contravene the provisions of, or constitute any a default by Lessee under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision Lien (except for Permitted Liens) upon the property of Lessee's articles Lessee under its Certificate of incorporation Incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any material indenture, mortgage, credit agreement, lease, license, contract or other agreement or instrument to which Lessee is a party or by which it Lessee or any of its property is boundbound or affected; (ed) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for those matters discussed in the filing of this Amendment with financial statements provided to the DACParticipants under Section 3.2(e), no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (f) There there are no proceedings pending or or, to the knowledge of Lessee, threatened actions or proceedings before against Lessee in any court or administrative agency before any governmental authority or other matters arbitration board or tribunal which might individually or in the aggregate would materially and adversely affect the financial condition of Lessee or impair the ability of Lessee to perform its obligations under the Lessee Agreements or which questions the validity of any Lessee Agreement or any action taken or to be taken pursuant thereto; (e) the audited consolidated balance sheet and consolidated statements of income and retained earnings and cash flows of KCS for the fiscal year ended December 31, 2005, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of KCS as of such date and the results of its operations for the period then ended. The unaudited consolidated balance sheet and consolidated statements of income and retained earnings and cash flows of KCS for the six months ended June 30, 2006, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of KCS as of such date and the results of its operations for the period then ended, subject to normal year-end adjustments; (f) neither the nature of Lessee nor its businesses or properties, nor any relationship between Lessee and any other Person, nor any circumstances in connection with the execution and delivery by Lessee of the Lessee Agreements, is such as to require a consent, approval or authorization of, or filing, registration or qualification with, or the giving of notice to, any governmental authority on the part of Lessee in connection with the execution and delivery by Lessee of the Lessee Agreements, other than notices required to be filed with the STB, which notices shall have been filed on or prior to the Closing Date and except as contemplated by Section 3.2(g) hereof; (g) all filings and other actions necessary to protect the rights of Trust under the Lease, and to perfect the security interest of Indenture Trustee under the Indenture in the Indenture Estate as against creditors of and purchasers from Owner Trustee, will have been made on or prior to the Closing Date and the Indenture will on the Closing Date create a valid and perfected lien and security interest in the Indenture Estate, subject to any Lessor’s Liens and Permitted Liens; (h) on each Delivery Date, the Equipment is covered by the insurance required by Section 12 of the Lease and all premiums due prior to each Delivery Date in respect of such insurance shall have been paid in full; (i) Lessee has timely filed all United States Federal income tax returns and all other material tax returns which (to its knowledge) are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment made against Lessee or any of its assets (other than assessments, the payment of which is being contested in good faith by Lessee) and no tax liens have been filed and no claims are being asserted with respect to any such taxes, fees or other charges which could reasonably be expected to have a materially adverse effect on its ability to perform its obligations under the Lessee Agreements; (j) the (i) “location” (as such term is used in Section 9-307 of the Uniform Commercial Code) of Lessee is the State of Missouri, and the place where its records concerning the Equipment and all of its interests in, to and under all documents relating to the Equipment are and will be kept, is located at Kansas City, Missouri, and (ii) The Kansas City Southern Railway Company is its true legal name as registered in the jurisdiction of its organization, its federal employer identification number is 40-0000000 and its organizational identification number designated by its jurisdiction of organization is R00000513; (k) no Lease Default has occurred and is continuing and no Event of Loss has occurred; (l) Lessee is not an “investment company” or an “affiliated person” of an “investment company” within the meaning of the Investment Company Act of 1940; (m) the acquisition by Owner Participant of the Beneficial Interest for its own account will not constitute a prohibited transaction within the meaning of section 4975(c)(1)(A) through (D) of the Code. The representation made by Lessee in the preceding clause is made in reliance upon and subject to the accuracy of the representation of Owner Participant in Section 3.6(g) of this Lease Extension Agreement; (n) on each Delivery Date, after giving effect to the transactions contemplated hereby, Owner Trustee shall have good and Amendment Agreementmarketable title to the Units being delivered on or such Delivery Date, in each case free and clear of all claims, Liens and encumbrances of any nature, except Permitted Liens of the type described in clauses (iii), (iv) or (v) of the definition thereof; and (go) Lessee is subject each Unit has been manufactured to private commercial law and suit under meet the Laws of the Republic of Panama and any other jurisdiction affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws of the Republic of Panama or such other jurisdiction, and neither Lessee nor its properties or assets have the right of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;Design Specifications.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that with respect to Lessor thatthe Master Lease and each Schedule executed hereunder: (a) The Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws taws of the Republic jurisdiction of Panama;its incorporation, is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification; and has full corporate power and authority to hold property under the Master Lease and each Schedule and to enter into and perform its obligations under such Lease. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by the Lessee of this the Master Lease Extension and Amendment Agreement each Schedule and its performance thereunder have been duty authorized by all necessary corporate action on the part of the Lessee, and the Master Lease and each Schedule are not inconsistent with the Lessee's Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not conflict with or result in contravene any breach provision of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene any indenture, mortgage, credit agreement, lease, license, contract or other agreement instrument to which Lessee it is a party or by which it is bound;, and the Master Lease and each Schedule constitute legal, valid and binding agreements of the Lessee, enforceable in accordance with their terms. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fc) There are no actions, suits, proceedings or patent claims pending or, to the knowledge of the Lessee, threatened against or threatened actions or proceedings before affecting the Lessee in any court or administrative agency before any governmental commission, board or other matters which might materially authority which, if adversely affect determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under this the Master Lease Extension and Amendment Agreement; andeach Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable Law. (e) The Lessee has no material Liabilities or obligations, absolute or contingent (individually or in the aggregate), except the Liabilities and obligations of the Lessee as set forth in the Financial Statements and Liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operations of its business as now conducted, with no known infringement of, or conflict with, the rights of others. (g) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to private commercial law the effect of applicable bankruptcy and suit under the Laws of the Republic of Panama and any other jurisdiction similar laws affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws rights of the Republic of Panama or such other jurisdictioncreditors generally, and neither Lessee nor its properties or assets have the right rules of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;concerning equitable remedies.

Representations and Warranties of Lessee. Lessee represents hereby represents, warrants and warrants covenants that with respect to Lessor thatthe Master Lease and each Schedule executed hereunder: (a) The Lessee is a corporation duly formed, organized and validly existing, and existing in good standing under the laws of the Republic jurisdiction of Panama;its incorporation, is duly qualified to do business in each jurisdiction (including the jurisdiction where the Equipment is, or is to be, located) where its ownership or lease of property or the conduct of its business requires such qualification; and has full corporate power and authority to hold property under the Master Lease and each Schedule and to enter into and perform its obligations under such Lease. (b) Lessee has full corporate power, authority and legal right to own its property and to carry on its business as now being conducted and is duly authorized to execute and deliver this Lease Extension and Amendment Agreement, and to perform its obligations hereunder; (c) This Lease Extension and Amendment Agreement have been duly authorized, executed and delivered by Lessee and constitute the legal, valid and binding obligations of Lessee enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally and subject to principles of equity; (d) The execution and delivery by the Lessee of this the Master Lease Extension and Amendment Agreement each Schedule and its performance thereunder have been duly authorized by all necessary corporate action on the part of the Lessee, and the Master Lease and each Schedule are not inconsistent with the Lessee's Certificate of Incorporation or Bylaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not conflict with or result in contravene any breach provision of, or constitute any a default under, or result in the creation of any lien, charge or encumbrance pursuant to, any applicable law, any term or provision of Lessee's articles of incorporation or by-laws or any judgment, order, writ, injunction, or decree of any court, comission, board or Governmental Entity, or contravene under any indenture, mortgage, credit agreement, lease, license, contract or other agreement instrument to which Lessee it is a party or by which it is bound;, and the Master Lease and each Schedule constitute legal, valid and binding agreements of the Lessee, enforceable in accordance with their terms. (e) All consents or approvals required of Lessee by any Governmental Entity or other Person in connection with the execution and delivery of this Lease Extension and Amendment Agreement and the consummation by Lessee of the transactions contemplated hereby and thereby have been duly obtained or waived; and except for the filing of this Amendment with the DAC, no other filings, recording, notarizations or other actions are necessary or advisable under the laws of Panama in order to ensure the validity, effectiveness and enforceability of the Lease as amended hereby; (fc) There are no actions, suits, proceedings or patent claims pending or, to the knowledge of the Lessee, threatened against or threatened actions or proceedings before affecting the Lessee in any court or administrative agency before any governmental commission, board or other matters which might materially authority which, if adversely affect determined, will have a material adverse effect on the ability of the Lessee to perform its obligations under this the Master Lease Extension and Amendment Agreement; andeach Schedule. (d) The Equipment is personal property and when subjected to use by the Lessee will not be or become fixtures under applicable law. (e) The Lessee has no material liabilities or obligations, absolute or contingent (individually or in the aggregate), except the liabilities and obligations of the Lessee as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been, in any case or in the aggregate, materially adverse to Lessee's ongoing business. (f) To the best of the Lessee's knowledge, the Lessee owns, possesses, has access to, or can become licensed on reasonable terms under all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operations of its business as now conducted, with no known infringement of, or conflict with, the rights of others. (g) All material contracts, agreements and instruments to which the Lessee is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Lessee in accordance with their respective terms, subject to private commercial law the effect of applicable bankruptcy and suit under the Laws of the Republic of Panama and any other jurisdiction similar laws affecting the Lessee. Lessee is not entitled to sovereign immunity under the Laws rights of the Republic of Panama or such other jurisdictioncreditors generally, and neither Lessee nor its properties or assets have the right rules of immunity from suit or execution on the grounds of sovereignty in the Republic of Panama or any other jurisdiction. To the extent that Lessee may in any jurisdiction in which proceedings may at any time be taken for the determination of any question arising under or for the enforcement of this Lease Extension and Amendment Agreement (including any interlocutory proceedings or the execution of any judgment or award arising therefrom) be entitled to claim or otherwise be accorded for itself or its property, assets or revenues immunity from suit or attachment (whether in aid of execution, before judgment or otherwise) or other legal process, and to the extent that in any such jurisdiction, there may be attributed to Lessee or its private assets or revenues, such immunity (whether or not claimed), Lessee hereby irrevocably agrees not to claim and waives such immunity to the fullest extent permitted by the law of such jurisdiction;concerning equitable remedies.