FIRSTENERGY CORP (Form: 8-K/A, Received: 08/02/2007 14:23:10)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) July 10, 2007

Commission	Registrant; State of Incorporation;	I.R.S. Employer
File Number	Address; and Telephone Number	Identification No.

333-21011	FirstEnergy Corp.	34-1843785
	(An Ohio Corporation)
	76 South Main Street
	Akron, OH 44308
	Telephone (800)736 - 3402

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

On July 16, 2007, FirstEnergy Corp. filed a Form 8-K under Item 1.01 to report the sale and leaseback of a 93.825% undivided interest in Unit No. 1 of the Bruce Mansfield Generating Plant located in Shippingport, Pennsylvania by FirstEnergy Generation Corp. This Form 8-K/A is filed solely to include forms of certain transaction documents and to amend the Exhibit Index.

Item 1.01 Entry into a Material Definitive Agreement

On July 13, 2007, FirstEnergy Generation Corp. (FGCO) completed the sale and leaseback of a 93.825% undivided interest in Unit No. 1 of the Bruce Mansfield Generating Plant located in Shippingport, Pennsylvania. The undivided interest represents a net demonstrated capacity of approximately 779 megawatts of the facility. FGCO and its direct parent, FirstEnergy Solutions Corp. (FES), are wholly owned subsidiaries of FirstEnergy Corp. (FirstEnergy).

The purchasers of the undivided interest are six Delaware statutory trusts (Lessors), five of which are held by an owner participant affiliated with AIG Financial Products Corp. (holding 82% of the undivided interest) and the sixth of which is held by an owner participant affiliated with Union Bank of California, N.A. The purchase price of approximately $1.329 billion for the undivided interest was funded through a combination of equity investments by the owner participants in the six Lessors and proceeds from the sale of $1.135 billion aggregate principal amount of 6.85% pass through certificates due 2034.

The Lessors issued secured notes to the pass through trust that issued and sold the certificates pursuant to a purchase agreement dated July 10, 2007. Interest on the notes is 6.85% per annum. The notes mature on June 1, 2034.

FES has unconditionally and irrevocably guaranteed all of FGCO’s obligations under each of the leases and related transaction documents. The notes and certificates are not guaranteed by FES or FGCO, but the notes are secured by, among other things, each Lessor’s undivided interest and interests in the applicable lease and other related transaction documents. FGCO’s payments of basic rent (approximately $44.4 million for 2007 and $81.4 million on an average annual basis for subsequent years during the lease term) will be sufficient to permit the Lessors to pay principal and interest on the notes when due, which amounts will be used in turn to pay scheduled distributions on the certificates. The payment dates (June 1 and December 1) for basic rent under the leases, for principal and interest on the notes and for scheduled distributions on the certificates, are coordinated to facilitate the payment structure.

The provisions of each lease are identical, with each lease having a term of 32 years and 11 months beginning on July 13, 2007, subject to earlier termination upon the occurrence of certain events of loss and events of default. The lease term may be extended for one or more renewal terms. In addition to basic rent, FGCO is required to pay supplemental rent due from time to time and, in the event of certain events which cause early termination of the lease, certain other amounts.

In addition to the leases, FGCO has entered into site leases, site subleases, support and other agreements in connection with the sale and leaseback transaction.

The certificates have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or any applicable exemption from registration requirements.

Pursuant to a registration rights agreement entered into on the closing date with the initial purchasers of the certificates, FGCO and FES have agreed to consummate an exchange offer for certificates pursuant to an effective registration statement filed with the U. S. Securities and Exchange Commission or, under certain circumstances, to file a shelf registration statement to cover resales of the certificates. If the exchange offer is not consummated, or a shelf registration statement is not declared effective, within 270 calendar days of the closing date, the interest rate on the Lessor notes will be increased by 0.25% until the exchange offer is consummated or the shelf registration statement is declared effective.

The transaction will be classified as a financing under generally accepted accounting principles (GAAP) until FGCO’s and FES’ registration obligations under the registration rights agreement referred to above are satisfied, at which time it is expected to be classified as an operating lease under GAAP.

Net proceeds to FGCO from the sale and leaseback transaction will be used to repay short-term borrowings from, and to invest in, the FirstEnergy non-utility money pool. The repayments and investments will permit FES to reduce its investment in that money pool in order to repay approximately $250 million of external bank borrowings and fund an equity repurchase from FirstEnergy, of up to $700 million. FirstEnergy may use some or all of such funds to reduce its own external bank borrowings.

The above summary description of the leases, the notes, the certificates and the other related sale and leaseback transaction documents does not purport to be complete and is qualified in its entirety by reference to the actual documents, copies of which are filed as exhibits to this report.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit

10-1		Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions Corp., as Guarantor, the applicable Lessor, U.S. Bank Trust National Association, as Trust Company, the applicable Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee*

10-2		Trust Agreement, dated as of June 26, 2007, between the applicable Owner Participant and U.S. Bank Trust National Association, as Owner Trustee*

10-3		Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between the applicable Lessor and The Bank of New York Trust Company, N.A., as Indenture Trustee*

10-4		6.85% Lessor Note due 2034* (included in Exhibit 10-3)

10-5		Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor*

10-6		Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor*

10-7		Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor*

10-8		Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor*

10-9		Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007*

10-10		Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor*

10-11		Second Amendment to the Bruce Mansfield Units 1, 2, and 3 Operating Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., The Cleveland Electric Illuminating Company, and The Toledo Edison Company

10-12		Pass Through Trust Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., FirstEnergy Solutions Corp., and The Bank of New York Trust Company, N.A., as Pass Through Trustee

10-13		6.85% Pass Through Trust Certificate due 2034 (included in Exhibit 10-12)

10-14		Registration Rights Agreement, dated as of July 13, 2007, among FirstEnergy Generation Corp., FirstEnergy Solutions Corp., The Bank of New York Trust Company, N.A., as Pass Through Trustee, Morgan Stanley & Co. Incorporated, and Credit Suisse Securities (USA) LLC, as representatives of the several initial purchasers

99-1		Schedule I


	*	Pursuant to the Instructions to Item 601(a), the Registrant has omitted the other indentures, contracts and other documents required to be filed as exhibits since they are substantially identical in all material respects except as to the parties thereto and certain other details as noted in the schedule filed as Exhibit 99-1 hereto. The Registrant agrees to furnish these items at the request of the Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 2, 2007

	FIRSTENERGY CORP.
	Registrant


	By:	/s/ Harvey L. Wagner
		Harvey L. Wagner Vice President, Controller and Chief Accounting Officer

EXHIBIT 10-1

EXECUTION COPY

PARTICIPATION AGREEMENT

Dated as of June 26, 2007

among

FIRSTENERGY GENERATION CORP. , as Lessee,

FIRSTENERGY SOLUTIONS CORP., as Guarantor,

MANSFIELD 2007 TRUST A , as Lessor,

U.S. BANK TRUST NATIONAL ASSOCIATION , as Trust Company,

HILLBROOK CORP. , as Owner Participant,

THE BANK OF NEW YORK TRUST COMPANY, N.A. ,
not in its individual capacity, except
as expressly provided herein, but solely
as Indenture Trustee,

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
not in its individual capacity, except
as expressly provided herein, but solely
as Pass Through Trustee

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT, UNIT 1

TABLE OF CONTENTS

SECTION 1.		DEFINITIONS; INTERPRETATION OF THIS PARTICIPATION AGREEMENT		3

SECTION 2.		PARTICIPATION; CLOSING DATE; TRANSACTION EXPENSES		3

	Section 2.1.		Agreements to Participate	3
	Section 2.2.		Closing Date; Procedure for Closing	4
	Section 2.3.		Transaction Expenses	6

SECTION 3.		REPRESENTATIONS AND WARRANTIES		7

	Section 3.1.		Representations and Warranties of the Lessee	7
	Section 3.2.		Representations and Warranties of the Lessor	17
	Section 3.3.		Representations and Warranties of the Trust Company	19
	Section 3.4.		Representations and Warranties of the Owner Participant	21
	Section 3.5.		Representations and Warranties of the Indenture Trustee and the Indenture Company	23
	Section 3.6.		Representations, Warranties and Covenants of the Pass Through Trustee and the Pass Through Trust Company	25

SECTION 4.		CLOSING CONDITIONS		27

	Section 4.1.		Exchange of Documents	27
	Section 4.2.		Opinion with Respect to Certain Tax Aspects	27
	Section 4.3.		Other Opinions of Counsel	28
	Section 4.4.		Appraisal	28
	Section 4.5.		Governmental Approvals	28
	Section 4.6.		Other Authorizations	28
	Section 4.7.		Internal Approvals	28
	Section 4.8.		Event of Loss, Lease Event of Default	28
	Section 4.9.		Accounting Treatment	29
	Section 4.10.		Change of Law	29
	Section 4.11.		Change in Tax Laws	29
	Section 4.12.		Pass Through Certificates	29
	Section 4.13.		Credit Rating	29
	Section 4.14.		Title Insurance	29
	Section 4.15.		Environmental Report	29
	Section 4.16.		Engineering Report	30
	Section 4.17.		No Material Adverse Change	30
	Section 4.18.		Representations and Warranties	30
	Section 4.19.		No Defaults, Etc.	30
	Section 4.20.		Insurance	30
	Section 4.21.		Recordings and Filings	30
	Section 4.22.		No Threatened Proceedings	30
	Section 4.23.		Delivery of Order	31

SECTION 5.		COVENANTS OF THE LESSEE AND GUARANTOR		31

	Section 5.1.		Existence	31
	Section 5.2.		Financial Statements	31
	Section 5.3.		Notification	32
	Section 5.4.		Compliance with Laws	32
	Section 5.5.		Licenses and Governmental Approvals	33
	Section 5.6.		Payment of Taxes	33
	Section 5.7.		Operation and Maintenance	33
	Section 5.8.		Limitations on Lessee Liens	33
	Section 5.9.		Limitation on Mergers and Consolidations	33
	Section 5.10.		Defense of Title	34
	Section 5.11.		Further Assurances	34
	Section 5.12.		ERISA	34
	Section 5.13.		Notice of Change in Address or Name	35
	Section 5.14.		Certain Contracts and Agreements	35
	Section 5.15.		Relationship with Certificateholders	35
	Section 5.16.		Regulatory Status	35
	Section 5.17.		Security	35
	Section 5.18.		Consent Decree	36

SECTION 6.		COVENANTS OF THE LESSOR AND THE TRUST COMPANY		36

	Section 6.1.		Compliance with the Trust Agreement	36
	Section 6.2.		Lessor’s Liens	36
	Section 6.3.		Amendments to Operative Documents	36
	Section 6.4.		Transfer of the Lessor’s Interest	37
	Section 6.5.		Limitation on Indebtedness and Actions	37
	Section 6.6.		Change of Location	37
	Section 6.7.		Bankruptcy of Lessor	37
	Section 6.8.		Cooperation	37

SECTION 7.		COVENANTS OF THE OWNER PARTICIPANT		38

	Section 7.1.		Restrictions on Transfer of Trust Interest	38
	Section 7.2.		Owner Participant’s Liens	41
	Section 7.3.		Amendments or Revocation of Trust Agreement	41
	Section 7.4.		Bankruptcy Filings	41
	Section 7.5.		Instructions	41
	Section 7.6.		Right of First Refusal	41
	Section 7.7.		Appointment of Successor Owner Trustee	43

SECTION 8.		COVENANTS OF THE INDENTURE TRUSTEE AND THE PASS THROUGH TRUSTEE		43

	Section 8.1.		Indenture Trustee’s Liens	43
	Section 8.2.		Pass Through Trustee’s Covenant Not to Transfer Notes	43

SECTION 9.		INDEMNIFICATION		43

	Section 9.1.		General Indemnity	43

	Section 9.2.		General Tax Indemnity	51

SECTION 10.		LESSEE’S RIGHT OF QUIET ENJOYMENT		60

SECTION 11.		SUPPLEMENTAL FINANCING MODIFICATIONS; OPTIONAL REFINANCINGS		61

	Section 11.1.		Financing Modifications	61
	Section 11.2.		Cooperation	62
	Section 11.3.		Other Financing	62

SECTION 12.		CERTAIN ADJUSTMENTS TO PERIODIC RENT, TERMINATION AMOUNTS AND OTHER AMOUNTS		62

	Section 12.1.		Pre-Closing Adjustments	62
	Section 12.2.		Post-Closing Adjustments	63

SECTION 13.		TRANSFER OF THE LESSEE OWNERSHIP		63

	Section 13.1.		No Assignment of Operative Documents	63
	Section 13.2.		Conditional Assignment	63

SECTION 14.		MISCELLANEOUS		64

	Section 14.1.		Consents; Cooperation	64
	Section 14.2.		Successor Owner Trustee	64
	Section 14.3.		Bankruptcy of Trust Estate	64
	Section 14.4.		Notices	65
	Section 14.5.		Survival	66
	Section 14.6.		Successors and Assigns	67
	Section 14.7.		Governing Law	67
	Section 14.8.		Severability	67
	Section 14.9.		Counterparts	67
	Section 14.10.		Headings and Table of Contents	67
	Section 14.11.		Limitation of Liability	67
	Section 14.12.		Consent to Jurisdiction; Waiver of Trial by Jury; Process Agent	69
	Section 14.13.		Further Assurances	69
	Section 14.14.		Effectiveness	69
	Section 14.15.		Measuring Life	69
	Section 14.16.		No Partnership, Etc.	70
	Section 14.17.		Entire Agreement	70
	Section 14.18.		Confidentiality of Information	70
	Section 14.19.		Amendments, Etc.	71

iii


APPENDICES:

Appendix A	Definitions and Rules of Interpretation

SCHEDULES:

Schedule 1-A	Equity Investment and Debt Financing
Schedule 1-B	Indenture Trustee’s Account
Schedule 1-C	Owner Participant’s Account
Schedule 2	Pricing Assumptions
Schedule 3.1	Lessee Disclosure Schedule
Schedule 4.5	Governmental Approvals
Schedule 4.21	Recordings and Filings
Schedule 7.1(b)	Listed Ineligible Transferees

EXHIBITS:

Exhibit A	Description of the Facility and the Undivided Interest
Exhibit B	Form of Bill of Sale
Exhibit C	Form of Facility Lease Agreement
Exhibit D	Form of Site Lease
Exhibit E	Form of Site Sublease
Exhibit F	Form of Pass Through Trust Agreement
Exhibit G	Form of OP Parent Guaranty
Exhibit H	Form of Guaranty
Exhibit I	Form of Indenture
Exhibit J	Form of OP Assignment and Assumption Agreement
Exhibit K	Form of Support Agreement
Exhibit L	Form of Second Amendment to Operating Agreement
Exhibit M	Form of AF Security Agreement

PARTICIPATION AGREEMENT

This PARTICIPATION AGREEMENT, dated as of June 26, 2007 (as amended, supplemented or otherwise modified from time to time, in accordance with the provisions hereof, this “ Participation Agreement ” or this “ Agreement ”), among (a) FIRSTENERGY GENERATION CORP., an Ohio corporation (together with its successors and permitted assigns, called the “ Lessee ”), (b) FIRSTENERGY SOLUTIONS CORP., an Ohio corporation, as Guarantor (together with its successors and permitted assigns, called the “ Guarantor ”) under the Guaranty, (c) MANSFIELD 2007 TRUST A, a Delaware statutory trust (together with its successors and permits assigns, called the “ Lessor ”), (d) U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, in its individual capacity (together with its successors and permitted assigns, called the “ Trust Company ”), (e) HILLBROOK CORP., a Delaware corporation (herein, together with its successors and permitted assigns, called the “ Owner Participant ”), (f) THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, not in its individual capacity, except as expressly provided herein, but solely as trustee under the Indenture (herein in its capacity as trustee under the Indenture, together with its successors and permitted assigns, called the “ Indenture Trustee ”, and herein in its individual capacity, together with its successors and permitted assigns, called the “ Indenture Company ”), and (g) THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association organized and existing under the laws of the United States, not in its individual capacity, except as expressly provided herein, but solely as trustee under the Pass Through Trust Agreement (herein in its capacity as trustee under the Pass Through Trust Agreement, called the “ Pass Through Trustee ”, and herein in its individual capacity, together with its successors and permitted assigns, called the “ Pass Through Trust Company ”).

WITNESSETH:

WHEREAS , the Lessee, a direct, wholly-owned subsidiary of the Guarantor and an indirect, wholly-owned subsidiary of FirstEnergy, owns a 93.825% undivided interest in the Facility, which is more fully described in Exhibit A hereto;

WHEREAS , the Lessee desires to (i) sell to the Lessor the Undivided Interest pursuant to the Bill of Sale, (ii) lease to the Lessor the Ground Interest pursuant to the Site Lease, and (iii) lease the Undivided Interest and sublease the Ground Interest from the Lessor pursuant to the Facility Lease and the Site Sublease, respectively;

WHEREAS , the Owner Participant desires to cause the Lessor to (i) purchase the Undivided Interest from the Lessee pursuant to the Bill of Sale, (ii) lease the Ground Interest from the Lessee pursuant to the Site Lease, and (iii) lease the Undivided Interest and sublease the Ground Interest to the Lessee pursuant to the Facility Lease and Site Sublease, respectively;

WHEREAS , the Owner Participant has entered into the Trust Agreement, pursuant to which the Owner Participant has authorized the Owner Trustee on behalf of the Lessor to, among other things and subject to the terms and conditions thereof and hereof, issue the Notes and sell

such Notes to the Pass Through Trust, purchase the Undivided Interest from the Lessee pursuant to the Bill of Sale, lease the Ground Interest from the Lessee pursuant to the Site Lease, and lease the Undivided Interest and sublease the Ground Interest to the Lessee pursuant to the Facility Lease and the Site Sublease, respectively;

WHEREAS , in order to provide a portion of the Purchase Price payable by the Lessor in respect of its acquisition of the Undivided Interest pursuant to the Bill of Sale, the Owner Participant is willing to make an investment in the Lessor in an amount equal to the Equity Investment, all in the manner and subject to the conditions set forth herein;

WHEREAS , on the Closing Date, the Lessor intends to sell the Notes to the Pass Through Trust and to grant to the Indenture Trustee liens and security interests in the Indenture Estate to secure its obligations thereunder;

WHEREAS , on or before the Closing Date, the Pass Through Trustee will enter into the Pass Through Trust Agreement, pursuant to which the Pass Through Trustee will be directed to use the Proceeds to purchase the Notes from the Lessor on the Closing Date;

WHEREAS , on or before the Closing Date, the Lessee will enter into the Purchase Agreement with the Initial Purchasers and the Pass Through Trust pursuant to which the Initial Purchasers will purchase the Pass Through Certificates on the Closing Date from the Pass Through Trust;

WHEREAS , concurrently with the execution and delivery of this Participation Agreement, the OP Guarantor has executed and delivered the OP Parent Guaranty pursuant to which the OP Guarantor guarantees the payment obligations of the Owner Participant under the Operative Documents;

WHEREAS , pursuant to the Guaranty, the Guarantor has guaranteed all of the obligations of the Lessee under the Participation Agreement and as of the Closing Date shall guarantee all of the obligations of the Lessee under the other Operative Documents to which the Lessee is a party;

WHEREAS, on or before the Closing Date, the Lessee and Lessor will enter into the Support Agreement regarding certain rights with respect to the Operating Agreement and Ancillary Facilities; and

WHEREAS , the parties hereto desire to consummate the transactions contemplated hereby;

NOW, THEREFORE , in consideration of the foregoing premises, the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION OF THIS PARTICIPATION AGREEMENT

Capitalized terms used in this Participation Agreement, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A hereto. The Rules of Interpretation set forth in Appendix A hereto shall apply to the terms used in and the interpretation of this Participation Agreement.

SECTION 2. PARTICIPATION; CLOSING DATE; TRANSACTION EXPENSES

Section 2.1. Agreements to Participate.

Subject to the terms and conditions of this Agreement, and in reliance on the agreements, representations and warranties made herein and in the other Operative Documents, the parties agree to participate in the transactions described in this Section 2.1 on the Closing Date as follows:

	(a) the Owner Participant will provide the Lessor funds in an amount sufficient to (i) fund the Equity Investment and (ii) pay the Transaction Expenses which the Lessor is responsible to pay pursuant to Section 2.3(a) hereof (collectively, the “ Owner Participant’s Commitment ”);

	(b) the Lessor will (i) issue the Initial Notes, (ii) sell the Initial Notes to the Pass Through Trustee and (iii) grant to the Indenture Trustee, for the benefit of the Noteholders, certain liens and security interests in the Indenture Estate to secure its obligations with respect to the Notes;

	(c) the Pass Through Trust will use the Proceeds to purchase the Initial Notes from the Lessor;

	(d) the Lessor will use the proceeds of the (i) Owner Participant’s Commitment and (ii) the sale of the Initial Notes to pay (x) the Purchase Price for the Undivided Interest to the Lessee and (y) the Transaction Expenses which the Lessor is responsible to pay pursuant to Section 2.3(a) hereof;

	(e) (i) the Lessee will (A) sell the Undivided Interest to the Lessor on the terms and conditions set forth herein and in the Bill of Sale, (B) lease the Ground Interest to the Lessor on the terms and conditions set forth in the Site Lease, (C) assign certain rights with respect to the Operating Agreement, and provide the Lessor with the easements, rights of way and other rights to access and use the Facility and the Ancillary Facilities described in the Support Agreement;

	(ii) the Lessor will (A) buy the Undivided Interest from the Lessee on the terms and conditions set forth herein and in the Bill of Sale, (B) lease the Ground Interest from the Lessee on the terms and conditions set forth in the Site Lease, and (C) accept certain rights with respect to the Operating Agreement, and the easements, rights of way

	and other rights to access and use the Facility and the Ancillary Facilities from the Lessee described in the Support Agreement; and

	(iii) each of the Lessor and Lessee will execute and deliver the Bill of Sale, the Site Lease, and the Support Agreement;

	(f) (i) the Lessor will (A) lease to the Lessee the Undivided Interest on the terms and conditions set forth in the Facility Lease, (B) sublease the Ground Interest to the Lessee on the terms and conditions set forth in the Facility Lease and Site Sublease, and (C) assign certain rights with respect to the Operating Agreement to the Lessee, and provide the Lessee with the easements, rights of way and other rights to access and use the Facility and the Ancillary Facilities described in the Support Agreement;

	(ii) the Lessee will (A) lease the Undivided Interest from the Lessor on the terms and conditions set forth in the Facility Lease, (B) sublease the Ground Interest from the Lessor on the terms and conditions set forth in the Facility Lease and Site Sublease, and (C) accept certain rights with respect to the Operating Agreement, and the easements, rights of way and other rights to access and use the Facility and the Ancillary Facilities from the Lessee described in the Support Agreement; and

	(iii) each of the Lessor and Lessee will execute and deliver the Facility Lease and the Site Sublease;

	(g) the Indenture Trustee will act as the trustee under and enter into the Indenture pursuant to which the Notes will be issued;

	(h) the OP Guarantor will guarantee the payment obligations of the Owner Participant under the Operative Documents pursuant to the OP Parent Guaranty;

	(i) the Guarantor will guarantee the obligations of the Lessee under the Lessee Documents pursuant to the Guaranty;

	(j) the Owner Participant and the Lessee will execute and deliver the Tax Indemnity Agreement; and

	(k) the parties agree to enter into the agreements referred to above and the other Operative Documents and the Operating Agreement, and to cause each Affiliate thereof that is not a party hereto but is a party to an Operative Document to enter into such Operative Document, as the case may be (in each case, if attached as an Exhibit hereto, in substantially the form attached hereto).

Section 2.2. Closing Date; Procedure for Closing.

(a) Closing Date . The closing of the transactions contemplated hereby (the “ Closing ”) shall take place after 12:00 noon, New York City time, on the Scheduled Closing Date or such other date as the parties hereto shall mutually agree (the “ Closing

	Date ”), at the offices of Akin Gump Strauss Hauer & Feld LLP located at 590 Madison Avenue, New York, New York 10022, or at such other place as the parties hereto shall mutually agree.

	(b) Procedures for Funding . Unless the Closing Date shall have been postponed pursuant to Section 2.2(c) , subject to the terms and conditions of this Participation Agreement, the Owner Participant shall make the Owner Participant’s Commitment available not later than 12:00 noon, New York City time, on the Scheduled Closing Date, by transferring or delivering such amount, in funds immediately available on such Scheduled Closing Date, to the Trust Company in New York, New York. All funds made available pursuant to this Section 2.2(b) will be held by the Trust Company in trust for the Owner Participant and shall not be part of the Indenture Estate or the Trust Estate, shall be invested by the Trust Company in accordance with Section 2.2(d) below and such funds shall remain the sole property of the Owner Participant unless and until released by the Owner Participant and made available to the Lessor and applied to pay the Purchase Price or Transaction Expenses or returned to the Owner Participant, as provided in this Agreement.

	(c) Postponement of the Closing . The Scheduled Closing Date may be postponed from time to time for any reason if the Lessee gives the Owner Participant, the Lessor, the Owner Trustee, the Indenture Trustee and the Pass Through Trustee a facsimile or telephonic (confirmed in writing) notice of such postponement and notice of the date to which the Closing has been postponed, such notice of postponement to be received by each party no later than noon, New York City time, on the Business Day immediately preceding the Scheduled Closing Date. If, prior to receipt of a postponement notice under this Section 2.2(c) , the Owner Participant shall have provided funds in accordance with Section 2.2(b) , such funds shall be returned to the Owner Participant, as soon as reasonably practicable but in no event later than the Business Day following the date of such notice, unless the Owner Participant shall have otherwise directed.

	(d) Investment of Funds . If, on or prior to the Scheduled Closing Date, the Owner Participant has made the Owner Participant’s Commitment available to the Trust Company in accordance with Section 2.2(b) , the Closing does not occur on such date and the Trust Company is unable to return such funds to the Owner Participant on such date, the Trust Company shall, subject to Section 2.2(b) above, use reasonable efforts to invest such funds from time to time at the written direction of the Lessee, and at the Lessee’s sole expense and risk, in Permitted Investments described in clause (h) of the definition thereof until such funds can be returned to the Owner Participant. If, on or prior to the Scheduled Closing Date, the Owner Participant has made the Owner Participant’s Commitment available to the Trust Company in accordance with Section 2.2(b) , the Closing does not occur on such date and the Trust Company has not returned such funds to the Owner Participant by 2:00 p.m., New York City time, on such date, then the Lessee shall reimburse the Owner Participant for loss of the use of such funds at the Applicable Rate for each day, from and including the Scheduled Closing Date to, but excluding the

	earlier of, (i) the day that such funds have been returned to the Owner Participant pursuant to Section 2.2(c) (funds received by the Owner Participant after 2:00 p.m., New York City time, on any day shall be deemed to be returned on the next succeeding Business Day) and (ii) the Closing Date. Subject to payment for the account of the Owner Participant of any reimbursement for loss of use of funds due to it at the Applicable Rate, any net gain realized on the investment of such funds (including interest) to the extent actually received by the Trust Company shall be paid to the Lessee by the Trust Company on the earlier of (A) the date such funds are returned to the Owner Participant pursuant to Section 2.2(c) and (B) the Closing Date. The Trust Company shall not be liable for any interest on or loss resulting from such investments and, if such funds are made available to the Lessor and utilized to pay the Purchase Price or Transaction Expenses on the Closing Date, the Lessee shall reimburse the Lessor for any net loss realized on the investment of such funds. If such funds are not so utilized, the Lessee shall, in addition to its obligation to reimburse the Owner Participant for loss of use as provided above, reimburse the Owner Participant on the date such funds are returned to the Owner Participant for any net loss realized on the investment of such funds. In order to obtain funds for payment of the Purchase Price or Transaction Expenses or to return funds made available to the Trust Company by the Owner Participant, the Trust Company is authorized, at the direction of the Owner Participant, to sell any investments or obligations purchased as aforesaid.

	(e) Expiration of Commitments . The obligation of the Owner Participant to make its Equity Investment shall expire at 5:00 p.m., New York City time, on September 30, 2007. If the Closing Date has not occurred on or before such date the Transaction Parties shall have no obligation to consummate the transactions contemplated under this Agreement and, except as provided in Sections 2.3 , 9.1 and 9.2 , all obligations of the Transaction Parties shall cease and terminate.

Section 2.3. Transaction Expenses.

(a) If the Overall Transaction is consummated, (i) the Lessor agrees to promptly pay all Transaction Expenses upon receipt of detailed invoices ( provided that legal bills may be redacted to preserve attorney-client privilege) (or, with respect to Transaction Expenses payable by the Lessor that have previously been paid by the Lessee with the consent of the Owner Participant, the Lessor agrees to reimburse the Lessee therefor promptly upon request by the Lessee); provided, however, that in no event shall the Lessor be obligated to pay any portion of such Transaction Expenses to the extent that the payment of such portion would cause the aggregate amount of all such Transaction Expenses paid by the Lessor to exceed an amount equal to the Lessor Expense Cap. If the aggregate amount of Transaction Expenses exceeds the Lessor Expense Cap, the Lessor and the Lessee shall cooperate in good faith to allocate the Transaction Expenses with the intention that, to the maximum extent possible, the Lessee pays only those expenses properly attributable to the Lessee; provided, however, that the Lessor shall not pay any Transaction Expenses in excess of the Lessor Expense Cap.

	(b) If the Overall Transaction is not consummated for any reason (including as a result of the Lessee electing not to close the Overall Transaction pursuant to Section 12.1 ), then the Lessee shall pay all Transaction Expenses upon receipt of detailed invoices; provided, however , that the Lessee shall not be obligated to pay the out-of-pocket expenses of the Lessor and the Owner Participant (which out-of-pocket expenses do not include the fees and expenses of the Appraiser, the Engineering Consultant, Thorndike Landing LLC, Arcadis, MPR Associates, Inc., the Environmental Consultant and Insurance Consultant) or the legal fees and expenses of their counsel if the Overall Transaction is not consummated due to a failure of the Owner Participant to negotiate in good faith or to have obtained its internal approvals for reasons other than arising out of its due diligence review of the Lease Transaction, the Generating Station, the Lessee and the Guarantor.

	(c) Following the Closing Date, the Lessee will be responsible for, and will pay as Supplemental Rent on an After-Tax Basis to the Owner Participant, the annual administration fees, if any, and expenses (including reasonable and documented fees and expenses of its outside counsel) of the Trust Company (in its individual capacity or as Owner Trustee), the Account Bank, the Indenture Trustee and the Pass Through Trustee.

SECTION 3. REPRESENTATIONS AND WARRANTIES

Section 3.1. Representations and Warranties of the Lessee.

The Lessee represents and warrants that, except as set forth in the applicable section of the disclosure schedule attached hereto as Schedule 3.1 (the “ Lessee Disclosure Schedule ”), as of the date of execution and delivery hereof and as of the Closing Date:

	(a) Organization, Good Standing. The Lessee is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. The Lessee is duly qualified to do business in each other jurisdiction where the nature of its business requires such qualification other than any such jurisdiction where the failure to be so qualified would not result in a Material Adverse Effect. The Lessee has all requisite power and authority to own its assets, conduct its business and execute, deliver and perform its obligations under the Lessee Documents.

	(b) Lessee Documents. With respect to its obligations under the Lessee Documents:

	(i) The Lessee has taken all action required for the due execution, delivery and performance of the Lessee Documents;

	(ii) The Lessee’s obligations under the Lessee Documents are legal, valid, binding and enforceable, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable

	Laws affecting the rights of creditors generally and by general principles of equity; and

	(iii) The execution, delivery and performance of the Lessee Documents does not (a) result in any breach of its certificate of incorporation or by-laws or any material agreement, contract or instrument to which the Lessee is a party or by which any of its property or assets is bound, (b) conflict with any Applicable Law which reasonably would be expected to result in a Material Adverse Effect, or (c) result in the creation of any Lien (with the exception of Permitted Liens) upon any of the property or assets of the Lessee pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement or any other material agreement, contract or instrument to which the Lessee is a party or by which any of its property or assets is bound.

(c) Governmental Approvals. All Permits which are required to be obtained (as of the date this representation is made or deemed to be made) (1) by the FirstEnergy Parties in connection with the execution and delivery of, or performance of the transactions contemplated by, this Agreement, the other Operative Documents and the Operating Agreement, (2) to the Actual Knowledge of Lessee with respect to the participation by the Owner Participant, the OP Guarantor and the Lessor in the transactions contemplated by this Agreement and the other Operative Documents, and (3) in connection with (i) the operation and maintenance of the Facility and the Ancillary Facilities, (ii) the issuance of the Pass Through Certificates and the execution, delivery and performance by the Lessee of the Lessee Documents, and (iii) the leasing of the Undivided Interest, have been obtained, were validly issued and are in full force and effect on the date hereof. A list of all such Permits is set forth on Part I of Schedule 4.5 hereof (all such Permits, including those set forth on Part II of Schedule 4.5 hereof, collectively, the “ Governmental Approvals ”). The Lessee has received uncontested FERC orders authorizing the Facility Lease pursuant to Section 203 of the FPA and all Governmental Approvals that have been obtained pursuant to the first sentence of this Section 3.1(c) are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval has expired without any such notice or application having been made (in each case, other than those for which the failure to be final would not have a Material Adverse Effect). No such Governmental Approval is the subject of any pending or, to the Actual Knowledge of the Lessee, threatened judicial or administrative proceeding, which judicial review or proceeding could have a Material Adverse Effect. Each FirstEnergy Party is in compliance with all Governmental Approvals required to be obtained by it as of the date this representation is made or deemed to be made unless such noncompliance could not reasonably be expected to result in a Material Adverse Effect. The Lessee does not have any reason to believe that it will be unable to obtain the Governmental Approvals that are not required to be obtained prior to the date this representation is made or deemed to be made, which Governmental Approvals are set forth on Part II of Schedule 4.5 , in the ordinary course of business and at such time or times as may be necessary to avoid any

	substantial delay in, or material impairment to, the performance of the transactions as contemplated by the Operative Documents and the Operating Agreement.

	(d) Litigation. There are no actions, suits, investigations or proceedings at law or in equity by or before any Governmental Entity pending against the Lessee or, to its Actual Knowledge, threatened against the Lessee, or any property or other assets or rights of the Lessee or with respect to any Operative Document, the Operating Agreement, the Generating Station, the Facility or the Undivided Interest which (i) questions the validity of the Operative Documents or the ability of the Lessee to perform its obligations under the Lessee Documents or (ii) if determined adversely to it, would reasonably be expected to result in a Material Adverse Effect.

	(e) Taxes. The Lessee has filed, or caused to be filed, all material Tax and information returns that are required to have been filed in any jurisdiction and has paid all Taxes shown to be due and payable on such returns or pursuant to an assessment received by the Lessee, other than Taxes and assessments which are being diligently contested in good faith by the Lessee and with respect to which adequate reserves have to the extent required by GAAP been set aside, and the Lessee does not have Actual Knowledge of any threatened actual or proposed deficiency or additional assessment in connection therewith that, either in any case or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

	(f) Use o f Proceeds. No part of the proceeds of the Purchase Price to be received by the Lessee, if any, will be used for the purpose, whether immediate, incidental or ultimate, of buying or carrying any “margin stock” (as defined in Regulation U) or to extend credit to others for such purpose. No part of the proceeds of the Purchase Price to be received by the Lessee, if any, will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose which entails a violation of, or which is inconsistent with, Section 7 of the Exchange Act or any regulations issued pursuant thereto, including, without limitation, Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System (12 C.F.R. Sections 207, 220, 221 and 224, respectively).

	(g) Investme nt Company. Neither the Lessee nor any of its Affiliates is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act.

	(h) Adequ ate Rights. Based upon the Lessee’s reasonable expectations, and subject to obtaining any necessary Permits, which under any Applicable Law on the Closing Date the Lessor would be able to obtain upon or before the expiration or earlier termination of the Lease Term, the rights and interests made available to the Lessor pursuant to the Support Agreement, the Operating Agreement and the other Operative Documents, permit on a commercially practicable basis after the expiration or earlier termination of the Lease Term, (i) the occupation, use, operation, leasing, possession, maintenance, replacement, renewal and repair by or on behalf of the Lessor of the

	Undivided Interest and the ability of the Lessor to make all reasonably contemplated necessary or desirable alterations, Modifications, additions, accessions, improvements, appurtenances, replacements and substitutions thereof and thereto, subject to the provisions of the Operative Documents, (ii) appropriate ingress to and egress by the Lessor from the Facility Site and the Undivided Interest for any reasonable purpose in connection with the exercise of rights under the Support Agreement, the Operating Agreement and the Site Lease and with the Lessor’s Interest, (iii) the procurement of other rights, supplies and services necessary or appropriate to utilize the Undivided Interest in a commercial manner (including, without limitation, access to fuel transport, storage and handling facilities, adequate land-fill or other waste disposal facilities and water, sewage and all other required utilities, in each case necessary or advisable for the commercial utilization of the Facility) and (iv) transmission services from the Undivided Interest sufficient to enable the Lessor to sell the output of the Undivided Interest.

	(i) Disclosure. Neither the financial statements nor any written statement furnished by or on behalf of the Lessee in connection with the negotiation of the Facility Lease or any other Lessee Document contains any untrue statement of a material fact or omits a material fact necessary to make the statements contained therein or herein not misleading. There is no fact known to the Lessee that has not been disclosed in writing to the other parties hereto or to (i) the Engineering Consultant in connection with the preparation of the Engineering Report, (ii) the Appraiser in connection with the preparation of the Closing Appraisal, (iii) the Environmental Consultant in connection with the preparation of the Environmental Report, and (iv) the Insurance Consultant in connection with the preparation of the Insurance Consultant’s report that would reasonably be expected to have a Material Adverse Effect on the ability of the Lessee to perform its obligations under the Operative Documents.

	(j) ERISA .

	(i) The Lessee and each ERISA Affiliate have operated and administered each Plan in compliance with all Applicable Laws except for such instances of noncompliance as have not resulted in and would not reasonably be expected to result in a Material Adverse Effect. The Lessee does not have, nor does it reasonably expect to have, any material obligation or liability, other than periodic contributions paid in the normal course of business, under or with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect.

	(ii) The execution and delivery of, and performance under, the Operative Documents by the Transaction Parties will not involve any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code. The representation by the Lessee in this subparagraph is made in reliance upon and subject to the accuracy of the representations of the Owner Participant as to the source of funds for the Owner Participant’s investment and the representations of the Lead Initial Purchaser in the Purchase Agreement and the

	deemed representations of each subsequent purchaser of the Pass Through Certificates as to the source of funds used to purchase the Pass Through Certificates.

	(k) Patents and Trademarks . To the Lessee’s Actual Knowledge, the Lessee owns or possesses or has the right to use all the patents, patent rights, trademarks, service marks, trade names, copyrights, licenses and similar rights necessary for the use and operation of the Facility, without any conflict known to it with the actual or asserted rights of others which would have a Material Adverse Effect on the Lessee’s ability to perform its obligations under the Lessee Documents.

	(l) Regulatory Jurisdiction. To the Lessee’s Actual Knowledge, no event or condition which would, or with the passage of time or the giving of notice, or both, constitute a Regulatory Event of Loss will occur solely by reason of the execution and delivery of the Lessee Documents or (except with respect to the exercise by any Person of any control over the Undivided Interest upon the occurrence of a Lease Event of Default or the expiration or other termination of the Facility Lease) the consummation of any of the transactions contemplated hereby or thereby, except as a result of regulation the applicability of which depends on the existence of facts in addition to the ownership of the Undivided Interest upon the exercise of remedies under the Facility Lease or upon the expiration of the Facility Lease.

	(m) Title; Liens .

	(i) The Lessee has good and valid title to the Undivided Interest, the Ancillary Facilities and a 93.825% undivided interest in the Facility Site, in each case free and clear of all Liens other than Permitted Liens and Permitted Encumbrances.

	(ii) Upon execution and delivery of the Lessee Documents and recording or filing (as appropriate) of the Permits referred to in Part I of Schedule 4.5 which are required to be recorded or filed, as noted therein, (A) good and valid title to the Undivided Interest will have been duly, validly and effectively conveyed and transferred to the Lessor, and the Lessor shall hold such title, free and clear of all Liens other than Permitted Liens and Permitted Encumbrances, and (B) a good and valid leasehold interest in the Ground Interest will have been duly, validly and effectively granted to the Lessor upon the terms and conditions in the Site Lease, and the Lessor shall hold such interest, free and clear of all Liens other than Permitted Liens and Permitted Encumbrances. The descriptions of the Undivided Interest and the Facility Site set forth herein and in the Facility Lease and the Site Lease, respectively, are true, complete and accurate descriptions of the property leased thereunder, and the Facility is located wholly within the boundaries of the Facility Site, without any material encroachments therefrom.

	(iii) When duly authorized, executed and delivered by each of the parties thereto, the Indenture will create a valid and, when the required Permits noted on Part I of Schedule 4.5 have been obtained, first priority perfected Lien in favor of the Indenture Trustee in the Indenture Estate to the extent such Lien may be perfected by obtaining any Permits, and no other Permit from, or payment of any fees to, any Governmental Entity will be necessary to establish or to perfect, or give record notice of, the Lien in favor of the Indenture Trustee in the Indenture Estate.

	(iv) None of the Permitted Encumbrances will, on and after the Closing Date, materially adversely interfere with the use, operation or possession of the Facility and the Ancillary Facilities (as contemplated by the Lessee Documents) or the use of or the exercise by the Lessor of its rights under the Bill of Sale, the Site Lease, the Site Sublease or the Facility Lease.

	(n) No Defaults. No Lease Default or Lease Event of Default has occurred and is continuing.

	(o) Fees. Neither the Lessee nor any Person authorized or employed by the Lessee as agent or otherwise has taken any action the effect of which would be to cause the Owner Participant, the Lessor or the Trust Company (in its individual capacity or as Owner Trustee) to be liable for any brokers’, finders’, agents’ or advisors’ fees or commissions or costs of any nature or kind claimed by or on behalf of brokers, finders, agents or advisors in respect of the transactions contemplated by the Lessee Documents, other than fees, commissions and costs included in Transaction Expenses.

	(p) Financial Reports. The consolidated financial statements of the Guarantor and its subsidiaries (on a consolidated basis) contained in the Guarantor’s audited annual financial statements for the year ended December 31, 2006 (which includes consolidated balance sheets for each of the years 2005 and 2006 and income statements for each of the three years in the period ended December 31, 2006), certified by PricewaterhouseCoopers LLP, independent public accountants, and the Guarantor’s unaudited quarterly financial statements for the quarter ended March 31, 2007 (collectively, the “ Financial Reports ”) present fairly, in all material respects, the financial condition of the Guarantor and its subsidiaries (on a consolidated basis) as of the dates indicated therein and the consolidated results of operations and changes in financial position or, if applicable, changes in cash flow for the periods therein specified.

	(q) Filing Information. The principal place of business and chief executive office (as such term is used in Article 9 of the Uniform Commercial Code) of the Lessee is located at 76 South Main Street, Akron, Ohio 44308. The Lessee’s true legal name (as registered in the State of Ohio, the jurisdiction of its incorporation) is FirstEnergy Generation Corp. Its federal tax identification number is 34-1940561.

	(r) Applicable Laws. The Lessee, the Generating Station and the commercial operation and Use of the Generating Station are in compliance with all Applicable Laws, including Environmental Laws, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, other than such non-compliance that would not, individually or in the aggregate, (i) have a Material Adverse Effect, (ii) impose any material penalty on, or result in the imposition of any criminal liability on, any Indemnified Party or (iii) have a material adverse effect on the Undivided Interest or the commercial operation or use thereof.

	(s) No Taxes. No sales, use, transfer, documentation, real estate or similar taxes, fees or other charges are payable on the Closing Date for the Undivided Interest or the Facility Site (or the lease of either) in connection with the entering into, or performance under, or enforcement of any Lessee Document with respect thereto, except such taxes, fees and other charges as have been paid or will be paid by the Lessee when due or are included in the Transaction Expenses.

	(t) No Event of Loss; Etc. No Event of Loss or Burdensome Termination Event has occurred and no event or condition has occurred which would, with the passage of time or the giving of notice, or both, constitute an Event of Loss or a Burdensome Termination Event.

	(u) Securities Act . Neither the Lessee nor the Lessee’s Advisor has directly or indirectly offered or sold any interest in the Facility or the Notes or any part thereof, or in any similar security, the offering of which for the purposes of the Securities Act would be deemed to be part of the same offering as the offering of the Facility or the Notes or any part thereof, or solicited any offer to acquire any of the same in violation of the registration requirements of Section 5 of the Securities Act. The Lessee has only authorized and employed the Lessee’s Advisor to act as agent, broker, finder, financial advisor or otherwise in connection with the offering of interests in the Facility.

	(v) Regulatory Status . On or before the Closing Date, (i) the Lessee meets the requirements for, and has been determined by FERC to be, an “exempt wholesale generator” within the meaning of Section 1262(6) of PUHCA (“ Exempt Wholesale Generator ” or “ EWG ”), (ii) the Facility is an “ Eligible Facility ” within the meaning of Section 32(a)(2) of the Public Utility Holding Company Act of 1935 (“ PUHCA 1935 ”) (15 U.S.C. 79z5a(32)(a)(2)), as such section existed on the day before the effective date of PUHCA , (iii) any state consent required pursuant to Section 32(c) of PUHCA 1935 has been duly obtained and is in full force and effect, (iv) the Facility is interconnected with the high voltage network and has access to transmission services and ancillary services to sell wholesale electric power and (v) the Lessee has FERC authorization to sell electric energy, capacity and ancillary services at market-based rates (“ MBR Authority ”) pursuant to Section 205 of the FPA, and has been granted the regulatory waivers and blanket authorizations customarily granted by FERC to persons with MBR Authority, including blanket authorization pursuant to Section 204 of the FPA to issue securities and assume liabilities and obligations.

	(w) Eminent Domain. There is no action pending or, to the Lessee’s Actual Knowledge, threatened by a Governmental Entity or other Person to initiate a taking or use of the Undivided Interest, the Facility or the Facility Site through condemnation, seizure, requisition of title, power of eminent domain or otherwise, which could reasonably be expected to have an adverse effect on the value, utility or useful life of the Facility (or the Undivided Interest) or would prevent or materially interfere with the use or operation of the Facility.

	(x) Environmental Compliance .

	(i) Except as would not reasonably be expected to have a Material Adverse Effect, the Generating Station, the Facility, the Ancillary Facilities and the Facility Site have at all times within applicable statutes of limitations been, and continue to be, owned, leased or operated by the FirstEnergy Parties and any other party that was or is a party to the Operating Agreement in compliance with all applicable Environmental Laws.

	(ii) Except as disclosed to the Owner Participant in writing, the Lessee has not received written notice of any, and does not have Actual Knowledge of any threatened, unresolved material (A) claims, complaints, notices or requests for information received by any FirstEnergy Party with respect to any alleged violation by such FirstEnergy Party of any applicable Environmental Law with respect to the Generating Station, the Facility, the Ancillary Facilities and the Facility Site, or (B) complaints, notices or inquiries to any FirstEnergy Party regarding potential liability or any investigatory, corrective or remedial obligation under any applicable Environmental Law with respect to the Generating Station, the Facility, the Ancillary Facilities or the Facility Site.

	(iii) Each FirstEnergy Party has obtained, maintains in full force and effect and is in compliance in all material respects with all Governmental Approvals required under any Environmental Law necessary for the conduct of its business as the same relates to the Generating Station, the Facility, the Ancillary Facilities and the Facility Site including the operation thereof, and no actions are pending or, to the Actual Knowledge of the Lessee, threatened, to cancel, terminate, amend, restrict, limit, challenge or appeal any such Governmental Approvals.

	(iv) None of the Generating Station, the Facility, the Ancillary Facilities and the Facility Site is listed or, to the Actual Knowledge of the Lessee, is proposed for listing on the National Priorities List pursuant to any Environmental Law, on the CERCLIS or on any similar state or local list of sites requiring investigation or clean-up.

	(v) To the Actual Knowledge of the Lessee, no conditions are present or exist at, on, under or about the Generating Station, the Facility, the Ancillary

	Facilities and the Facility Site or at any other location (including any location to which Hazardous Substances have been sent for re-use or for recycling or for treatment, storage or disposal) and no releases of Hazardous Substances have occurred, which could reasonably be expected to give rise to liability or an investigatory, corrective or remedial obligation under any applicable Environmental Law resulting in a Material Adverse Effect.

	(vi) There are no unsatisfied or unfulfilled obligations or liabilities under the Consent Decree or any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity for which the deadlines for completion or resolution have passed relating to or affecting the Generating Station, the Facility, the Ancillary Facilities or the Facility Site.

	(vii) (A) The Lessee owns or is entitled to (as a matter of law or contract), and has disclosed to the Owner Participant in writing, all environmental credits, benefits, offsets and allowances (including emission allowances under the Federal Clean Air Act (42 U.S.C. § 7401 et seq ., any applicable emission budget programs or any other state, regional or federal emission trading program) necessary to operate the Generating Station, the Facility, the Ancillary Facilities or the Facility Site (“ Emission Allowances ”), and (B) none of the Lessee or any other FirstEnergy Party has entered into any agreement either to pledge, transfer, relinquish or sell any of the Emission Allowances.

	(y) Access; Egress . The Lessee has sufficient access to public roads, easements of ingress and egress and other rights of access to permit use and operation of the Facility and the Facility Site as contemplated by the Lessee Documents. To the Lessee’s Actual Knowledge, there are no plans of any Governmental Entity to change the highway or road system in the vicinity of the Facility or the Facility Site, or to restrict or change access from any such highway or road to the Facility or the Facility Site, in either case, in any manner which would reasonably be expected to have a material adverse effect on the use, occupancy or operation of the Facility Site or the Facility.

	(z) Utility Services . The Facility and the Facility Site have available all public utility services necessary for the use and operation of the Facility as currently being used and as contemplated by the Lessee Documents.

	(aa) Notices . To the Lessee’s Actual Knowledge, (i) there are no outstanding written notices from any Governmental Entity of any violation of, or that the Facility or the Facility Site are not in compliance with, any and all Applicable Laws relating to the Facility and the Facility Site or the ownership, use, occupancy and operation thereof and (ii) there are no outstanding written notices that any repairs or work or capital improvements are required to be done at or with respect to the Facility or the Facility Site by any Governmental Entity or by any insurance company which currently issues any insurance to the Lessee or by any board of fire underwriters or other body exercising similar functions, except, in either case with respect to (i) or (ii) above, where such

	violation, noncompliance or repairs would not reasonably be expected to have a Material Adverse Effect.

	(bb) No Default of Judgment . The Lessee is not in default of any judgments, orders or decrees of any governmental authority relating to the Facility which would reasonably be expected to have a Material Adverse Effect.

	(cc) Labor Disputes and Acts of God . Neither the business nor the properties of the Lessee are affected by any fire, explosion, accident, strike, lockout or pending or, to the Actual Knowledge of the Lessee, threatened unfair labor practices complaint or proceeding or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy, or other casualty (whether or not covered by insurance), which would reasonably be expected to have a Material Adverse Effect.

	(dd) No Fraudulent Conveyances . The Lessee is consummating the transactions contemplated hereby, including the transfer of certain of its assets and properties to the Lessor, in good faith and without any intent to defraud creditors of the Lessee or subsequent purchasers. Based upon the Closing Appraisal, the execution and delivery of the Lessee Documents and the granting of any Liens pursuant to such Lessee Documents by the Lessee will not render the Lessee insolvent under GAAP or leave the Lessee with assets whose present fair valuation is less than the present fair valuation of the Lessee’s debts. As used in this Section 3.1(dd) , “debts” includes any and all liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent, and whether or not such liabilities are required under GAAP to be shown on the Lessee’s balance sheet. Based upon the Closing Appraisal, the execution and delivery of the Lessee Documents and the granting of the Liens pursuant to such Lessee Documents by the Lessee will not leave the Lessee with property remaining in its hands which would constitute unreasonably small assets or capital, and the Lessee has and, after giving effect to such transactions will have, an adequate amount of assets and capital to engage in its business now and in the future, based on the actual and anticipated needs for capital of the businesses anticipated to be conducted by the Lessee, and based upon other information described herein. Based upon the Closing Appraisal and information available at the date hereof, after giving effect to the transactions contemplated under the Operative Documents, the Lessee believes it will be able to pay all of its debts and liabilities, including unrecorded contingent liabilities, as they mature, the Lessee will have positive cash flow after paying all of its scheduled and anticipated debt as it matures, and the Lessee will realize sufficient monies from current assets in the ordinary and usual course of business to pay recurring current debt, short-term debt and long-term debt as such debts mature.

	(ee) Purchase Agreement . The Lessee hereby repeats in favor of the parties hereto the representations and warranties set forth in the Purchase Agreement, mutatis mutandis .

	(ff) Waiver of Right to Partition; 1987 Support Agreement . The waivers of the right to seek or take any action to cause a partition of the Facility, the Facility Site, the Ancillary Facilities or any Modification, improvements or additions made or to be made in connection with the construction, operation, maintenance and repair of the Facility or the Ancillary Facilities, as set forth in Article VII (Waiver of Right to Partition) (the “ Right to Partition Waiver ”) of those certain Support Agreements dated as of September 30, 1987 each among The Cleveland Electric Illuminating Company, Duquesne Light Company, Ohio Edison Company, Pennsylvania Power Company and The Toledo Edison Company, on the one hand, and Meridian Trust Company, as Owner Trustee for the Bruce Mansfield 1987 Trust A to L, respectively, on the other, by the parties other than Lessee (the “ 1987 Facility Owners ”) are and remain in full force and effect and are a legal, valid, binding and enforceable obligation of the 1987 Facility Owners, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws affecting the rights of creditors generally and by general principles of equity.

	(gg) No Waiver of Right to Partition Waiver . The Lessee has not agreed to any waiver or other amendments to the Right to Partition Waiver.

	(hh) Current Operating Agreement Participants . The Cleveland Electric Illuminating Company, The Toledo Edison Company, each an Ohio corporation, and the Lessee are the only Participants (as such term is defined in the Operating Agreement) currently a party to the Operating Agreement. Neither the CAPCO Unit Ownership Agreement nor the CAPCO Basic Operating Agreement (each as defined in the Operating Agreement) is currently in effect.

Section 3.2. Representations and Warranties of the Lessor.

The Lessor represents and warrants that as of the date of execution and delivery hereof and as of the Closing Date:

	(a) Due Organization . The Lessor is a duly organized and validly existing trust under the laws of the State of Delaware, of which the Owner Participant is the sole beneficiary, and has the power and authority to enter into and perform its obligations under this Agreement and each of the other Operative Documents to which it is a party.

	(b) Due Authorization, Enforceability; etc . (i) (A) This Agreement and each of the other Operative Documents (other than the Notes) to which the Lessor is or will be a party has been or when executed and delivered will be duly authorized, executed and delivered by the Lessor, and (B) assuming the due authorization, execution and delivery of this Agreement by each party hereto other than the Lessor, this Agreement constitutes and when executed and delivered each of the other Operative Documents (other than the Notes) to which it is or will be a party will be the legal, valid and binding obligations of the Lessor, enforceable against the Lessor in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or

	other similar Applicable Laws affecting the rights of creditors generally and by general principles of equity.

(ii) Upon the execution of the Notes by the Lessor in accordance with the Indenture and delivery of such Notes against payment therefor, the Notes will constitute legal, valid and binding obligations of the Lessor, enforceable against the Lessor in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws affecting the rights of creditors generally and by general principles of equity.

	(c) Non-Contravention . The execution, delivery and performance by the Lessor of this Agreement and the other Operative Documents to which it is or will be a party do not (i) contravene any Applicable Law of the United States of America or the State of Delaware, or any of the Lessor’s Organic Documents, (ii) contravene the provisions of, or constitute a default by the Lessor under, any material contract, agreement or instrument to which the Lessor is a party or by which the Lessor or its property is bound, or (iii) result in the creation of any Lessor’s Lien; provided, however , that no representation or warranty is being made (A) as to any Applicable Laws relating to the particular nature of the Facility or the Facility Site, (B) with respect to the right, power or authority of the Lessor to act as operator of the Facility following a Lease Event of Default or the expiration or termination of the Facility Lease or (C) with respect to Section 406 of ERISA or Section 4975 of the Code.

	(d) Governmental Actions . Assuming the representations and warranties of the Lessee contained in Section 3.1(g) , (l) , (r) , (u) and (v) are true, no authorization, approval, Permit or other action by, and no notice to or filing or registration with, any Governmental Entity is required for the due execution, delivery or performance by the Lessor, as the case may be, of the Trust Agreement, the Indenture, the Notes, this Agreement or the other Operative Documents to which the Lessor is or will be a party, other than any such authorization, approval, Permit or other action or notice or filing as has been duly obtained, taken or given; provided, however , that no representation or warranty is being made (A) as to any Applicable Laws relating to the particular nature of the Facility or the Facility Site, (B) with respect to the right, power or authority of the Lessor to act as operator of the Facility following a Lease Event of Default or the expiration or termination of the Facility Lease or (C) with respect to Section 406 of ERISA or Section 4975 of the Code.

	(e) Litigation . There is no pending or, to the Actual Knowledge of the Lessor, threatened, action, suit, investigation or proceeding against the Lessor before any Governmental Entity which (i) questions the validity of the Operative Documents or the ability of the Lessor to perform its obligations under the Operative Documents to which it is or will be a party or (ii) if determined adversely to it, would reasonably be expected to materially adversely affect the ability of the Lessor to perform its obligations under this Agreement or any other Operative Document to which it is or will be a party or would

	materially adversely affect the Facility, the Facility Site or any interest therein or part thereof or the Lien of the Indenture Trustee on the Indenture Estate.

	(f) Liens . The Lessor’s right, title and interest in and to the Trust Estate is free of all Lessor’s Liens.

	(g) Location of Corporate Records . The Lessor will keep its business records concerning the Facility, the Facility Site, and the Operative Documents with the Owner Trustee, at the Owner Trustee’s address set forth in Section 14.4 hereof.

	(h) Securities Act . Neither the Lessor nor anyone authorized by it has directly or indirectly offered or sold any interest in the Trust Interest or the Notes or any part thereof, or in any similar security or lease, the offering of which for the purposes of the Securities Act would be deemed to be part of the same offering as the offering of the Trust Interest or the Notes or any part thereof, or solicited any offer to acquire any of the same in violation of the registration requirements of Section 5 of the Securities Act.

	(i) Federal Power Act . Immediately prior to executing this Agreement, the Lessor is not a “public utility” or “holding company” under the Federal Power Act.

Section 3.3. Representations and Warranties of the Trust Company.

The Trust Company hereby represents and warrants that as of the date of execution and delivery hereof and as of the Closing Date:

	(a) Due Organization . The Trust Company is a national association duly organized and validly existing and in good standing under the laws of United States of America, and has all requisite power and authority, to enter into and perform its obligations under the Trust Agreement, this Agreement and each of the other Operative Documents to which it is a party.

	(b) Due Authorization, Enforceability; etc . (i) (A) The Trust Agreement has been duly authorized, executed and delivered by the Trust Company, and (B) assuming the due authorization, execution and delivery of the Trust Agreement by the Owner Participant, the Trust Agreement constitutes the legal, valid and binding obligation of the Trust Company, enforceable against it in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity.

(ii) This Agreement and each of the other Operative Documents to which the Trust Company is or will be a party has been or when executed and delivered will be duly authorized, executed and delivered by the Trust Company, and, assuming the due authorization, execution and delivery of this Agreement by each party hereto other than the Trust Company, this Agreement constitutes and

when executed and delivered each of the other Operative Documents to which it is or will be a party will be the legal, valid and binding obligations of the Trust Company enforceable against the Trust Company, in accordance with their terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

	(c) Non-Contravention . The execution and delivery by the Trust Company of the Trust Agreement, this Agreement and the other Operative Documents to which it is or will be a party, the consummation by the Trust Company of the transactions contemplated hereby and thereby, and the compliance by the Trust Company with the terms and provisions hereof and thereof, do not and will not (i) contravene any Applicable Law of the State of Delaware governing the Trust Company or any United States federal law governing the banking or trust powers of the Trust Company or its Organic Documents, (ii) contravene the provisions of, or constitute a default by the Trust Company under, any indenture, mortgage or other material contract, agreement or instrument to which the Trust Company is a party or by which the Trust Company or its property is bound, or (iii) result in the creation of any Lessor’s Lien attributable solely to the Trust Company; provided, however, that no representation or warranty is being made (A) as to any Applicable Laws relating to the particular nature of the Facility or the Facility Site, (B) with respect to the right, power or authority of the Trust Company, acting in its capacity as Owner Trustee on behalf of the Lessor, to act as operator of the Facility following a Lease Event of Default or the expiration or termination of the Facility Lease or (C) with respect to Section 406 of ERISA or Section 4975 of the Code.

	(d) Governmental Actions . Assuming the representations and warranties of the Lessee contained in Section 3.1(g) , (l) , (r) , (u) and (v) are true, no authorization, approval, Permit or other action by, and no notice to or filing or registration with, any Governmental Entity is required for the due execution, delivery or performance by the Trust Company of the Trust Agreement, this Agreement or the other Operative Documents to which the Trust Company is or will be a party, other than any such authorization, approval, Permit or other action or notice or filing as has been duly obtained, taken or given; provided, however, that no representation or warranty is being made (A) as to any Applicable Laws relating to the particular nature of the Facility or the Facility Site, (B) with respect to the right, power or authority of the Trust Company, acting in its capacity as Owner Trustee on behalf of the Lessor, to act as operator of the Facility following a Lease Event of Default or the expiration or termination of the Facility Lease or (C) with respect to Section 406 of ERISA or Section 4975 of the Code.

	(e) Litigation . There is no pending or, to the Actual Knowledge of the Trust Company, threatened, action, suit, investigation or proceeding against the Trust Company before any Governmental Entity which (i) questions the validity of the Operative Documents or the ability of the Trust Company to perform its obligations under the Operative Documents to which it is or will be a party or (ii) if determined adversely to it, could reasonably be expected to materially adversely affect the ability of the Trust

	Company to perform its obligations under the Trust Agreement, this Agreement or any other Operative Document to which it is or will be a party or would materially adversely affect the Facility, the Facility Site or any interest therein or part thereof or the Lien of the Indenture Trustee on the Indenture Estate.

	(f) Liens . The Trust Estate is free of any Lessor’s Liens attributable solely to the Trust Company.

	(g) Securities Act . Except as contemplated by the Operative Documents, neither the Trust Company nor anyone authorized by the Trust Company, acting in its capacity as Owner Trustee on behalf of the Lessor, has directly or indirectly offered or sold any interest in the Trust Interest or the Notes or the Pass Through Certificates or any part thereof, or in any similar security or lease involving the Lessor, the offering of which, for the purposes of the Securities Act, would be deemed to be part of the same offering as the offering of the Trust Interest or the Notes or the Pass Through Certificates or any part thereof, or solicited any offer to acquire any of the same in violation of the registration requirements of Section 5 of the Securities Act.

Section 3.4. Representations and Warranties of the Owner Participant.

The Owner Participant represents and warrants that as of the date of execution and delivery hereof and as of the Closing Date:

	(a) Due Organization . The Owner Participant is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to enter into and perform its obligations under this Agreement, the Trust Agreement and the Tax Indemnity Agreement. The Owner Participant is a direct wholly owned subsidiary of AIG Financial Products Corp.

	(b) Due Authorization, Enforceability; etc . This Agreement, the Trust Agreement and the Tax Indemnity Agreement have been or when executed and delivered will be duly authorized, executed and delivered by the Owner Participant and assuming the due authorization, execution and delivery by each other party thereto, this Agreement, the Trust Agreement and the Tax Indemnity Agreement constitute or when executed and delivered will constitute the legal, valid and binding obligations of the Owner Participant, enforceable against the Owner Participant in accordance with their respective terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

	(c) Non-Contravention . The execution, delivery and performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement and any other Operative Document to which the Owner Participant is or will be a party, do not (i) contravene any Applicable Law binding on the Owner Participant which reasonably would be expected to result in a material adverse change in or effect on the

	financial position of the Owner Participant affecting the ability of the Owner Participant to perform its obligations in any material respect under any of the Operative Documents, or its Organic Documents, (ii) contravene the provisions of, or constitute a default under, any material contract, agreement or instrument to which the Owner Participant is a party or by which the Owner Participant or its property is bound (except that no representation or warranty is offered hereby with respect to the other Operative Documents to which the Trust Company is a party) or (iii) result in the creation of any Owner Participant’s Lien (other than any Lien created under any Operative Document) upon the Trust Estate, the Facility Site or any interest therein or part thereof (it being understood that no representation or warranty is being made as to (A) any Applicable Laws relating to the particular nature of the Facility or the Facility Site or (B) other than its representations set forth in Section 3.4(g) , Section 406 of ERISA or Section 4975 of the Code).

	(d) Governmental Action . Assuming the representations and warranties of the Lessee contained in Section 3.1(g) , (l) , (r) , (u) and (v) are true, no authorization, approval, Permit or other action by, and no notice to or filing or registration with, any Governmental Entity is required for the due execution, delivery or performance by the Owner Participant of this Agreement, the Trust Agreement, the Tax Indemnity Agreement or any other Operative Document to which the Owner Participant is or will be a party, other than any authorization, approval, Permit or other action or notice or filing as has been duly obtained, taken or given (it being understood that no representation or warranty is being made as to any Applicable Laws relating to the Facility or the Facility Site).

	(e) Litigation . There is no pending or, to the Actual Knowledge of the Owner Participant, threatened, action, suit, investigation or proceeding against the Owner Participant before any Governmental Entity which (i) questions the validity of the Operative Documents or the ability of the Owner Participant to perform its obligations under the Operative Documents to which it is or will be a party or (ii) if determined adversely to it, would reasonably be expected to result in a material adverse change in or effect on the financial position of the Owner Participant affecting the ability of the Owner Participant to perform its obligations in any material respect under any of the Operative Documents.

	(f) Liens . The Trust Estate is free of any Owner Participant’s Liens other than Liens arising pursuant to the Operative Documents.

	(g) ERISA . No part of the funds to be used by the Owner Participant to make its investment pursuant to this Agreement, directly or indirectly, constitutes or is deemed to constitute assets (within the meaning of ERISA and any applicable rules, regulations and court decisions thereunder) of any “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to ERISA, of any Transaction Party or any ERISA Affiliate thereof.

	(h) Acquisition for Investment . The Owner Participant is purchasing the Trust Interest to be acquired by it for its own account with no present intention of distributing

	such Trust Interest or any part thereof in any manner which would require registration under or would violate the Securities Act, but without prejudice, however, to the right of the Owner Participant at all times to sell or otherwise dispose of all or any part of such Trust Interest under an exemption from registration available under such act.

	(i) Securities Act . Neither the Owner Participant nor anyone authorized by it has directly or indirectly offered or sold any interest in the Trust Interest or the Notes or the Pass Through Certificates or any part thereof, or in any similar security or lease, the offering of which for the purposes of the Securities Act would be deemed to be part of the same offering as the offering of the Trust Interest or the Notes or the Pass Through Certificates or any part thereof, or solicited any offer to acquire any of the same in violation of the registration requirements of Section 5 of the Securities Act.

	(j) Federal Power Act . Immediately prior to executing this Agreement, the Owner Participant is not a “public utility” or “holding company” under the Federal Power Act.

	(k) Investment Company . The Owner Participant is not an “investment company” or a company controlled by an “investment company” within the meaning of the Investment Company Act.

	(l) Event of Loss . The Owner Participant has no Actual Knowledge of any Regulatory Event of Loss or the occurrence of any event or any condition which would, or with the passage of time or the giving of notice, or both, constitute a Regulatory Event of Loss.

Section 3.5.

Representations and Warranties of the Indenture Trustee and the Indenture Company .

The Indenture Company and the Indenture Trustee hereby severally represent and warrant that as of the date of execution and delivery hereof and as of the Closing Date:

	(a) Due Organization . The Indenture Company is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and has all requisite power and authority, as Indenture Trustee and/or in its individual capacity to the extent expressly provided herein or in the Indenture, to enter into and perform its obligations under the Indenture, this Agreement and each of the other Operative Documents to which it is or will be a party.

	(b) Due Authorization, Enforceability; etc . (i) (A) This Agreement has been duly authorized, executed and delivered by the Indenture Trustee and the Indenture Company, and (B) assuming the due authorization, execution and delivery of this Agreement by each party hereto other than the Indenture Trustee and the Indenture Company, this Agreement constitutes a legal, valid and binding obligation of the Indenture Company and the Indenture Trustee, enforceable against the Indenture

	Company or the Indenture Trustee, as the case may be, in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

(ii) (A) Each of the other Operative Documents to which the Indenture Trustee is or will be a party has been or when executed and delivered will be duly authorized, executed and delivered by the Indenture Trustee, and (B) assuming the due authorization, execution and delivery of each of the other Operative Documents by each party thereto other than the Indenture Trustee, each of the other Operative Documents to which the Indenture Trustee is or will be a party constitutes or when executed and delivered will be a legal, valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity.

	(c) Non-Contravention . The execution and delivery by the Indenture Company, in its individual capacity or as Indenture Trustee, as the case may be, of this Agreement and the other Operative Documents to which it is or will be a party, the consummation by the Indenture Company, in its individual capacity or as Indenture Trustee, as the case may be, of the transactions contemplated hereby and thereby, and the compliance by the Indenture Company, in its individual capacity or as Indenture Trustee, as the case may be, with the terms and provisions hereof and thereof, do not and will not (i) contravene any Applicable Law of the United States of America governing the Indenture Company or the banking or trust powers of the Indenture Company, or its Organic Documents, (ii) contravene the provisions of, or constitute a default by the Indenture Company under or pursuant to any indenture, mortgage or other material contract, agreement or instrument to which the Indenture Company is a party or by which the Indenture Company or its property is bound, or (iii) result in the creation of any Lien attributable to the Indenture Company upon the Indenture Estate, the Facility Site or any interest therein or any part thereof (other than the Lien of the Indenture), which would materially adversely affect the ability of the Indenture Company, in its individual capacity or as Indenture Trustee, as the case may be, to perform its obligations under this Agreement or the other Operative Documents to which it is or will be a party or would materially adversely affect the Facility, the Facility Site or any interest therein or part thereof or the security interest of the Indenture Trustee in the Indenture Estate; provided , however , that no representation or warranty is made with respect to the right, power or authority of the Indenture Company or the Indenture Trustee to act as operator of the Facility following a Lease Event of Default.

	(d) Governmental Action . Assuming the representations and warranties of the Lessee contained in Section 3.1(g) , (l) , (r) , (u) and (v) are true, no authorization, approval, Permit or other action by, and no notice to or filing or registration with, any Governmental Entity is required for the due execution, delivery or performance by the

	Indenture Company or the Indenture Trustee, as the case may be, of this Agreement or the other Operative Documents to which the Indenture Trustee is or will be a party, other than any such authorization, approval, Permit or other action or notice or filing as has been duly obtained, taken or given.

	(e) Litigation . There is no pending or, to the Actual Knowledge of the Indenture Company, threatened, action, suit, investigation or proceeding against the Indenture Company before any Governmental Entity which (i) questions the validity of the Operative Documents or the ability of the Indenture Company or the Indenture Trustee to perform its obligations under the Operative Documents to which it is or will be a party or (ii) if determined adversely to it, could reasonably be expected to materially adversely affect the ability of the Indenture Company to perform its obligations under this Agreement or any other Operative Document to which it is or will be a party or could reasonably be expected to materially adversely affect the Facility, the Facility Site or any interest therein or part thereof or the Lien of the Indenture Trustee on the Indenture Estate.

Section 3.6.	Representations, Warranties and Covenants of the Pass Through Trustee and the Pass Through Trust Company .
	The Pass Through Trust Company and the Pass Through Trustee hereby severally represent and warrant that as of the date of execution and delivery hereof and as of the Closing Date:

	(a) Due Organization . The Pass Through Trust Company is a national banking association duly organized, validly existing and in good standing under the laws of the United States, and has the corporate power and authority, as Pass Through Trustee and/or in its individual capacity to the extent expressly provided herein or in the Pass Through Trust Agreement, to enter into and perform its obligations under the Pass Through Trust Agreement, this Agreement and each of the other Operative Documents to which it is or will be a party.

	(b) Due Authorization, Enforceability; etc .

(1) (A) This Agreement has been duly authorized, executed and delivered by the Pass Through Trustee and the Pass Through Trust Company and (B) assuming the due authorization, execution and delivery of this Agreement by each party hereto other than the Pass Through Trustee and the Pass Through Trust Company, as the case may be, this Agreement constitutes a legal, valid and binding obligation of the Pass Through Trust Company and the Pass Through Trustee, enforceable against the Pass Through Trust Company or the Pass Through Trustee, as the case may be, in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity.

(2) (A) Each of the other Operative Documents to which the Pass Through Trust Company or the Pass Through Trustee is or will be a party has been or when executed and delivered will be duly authorized, executed and delivered by the Pass Through Trust Company or the Pass Through Trustee, as the case may be, and (B) assuming the due authorization, execution and delivery of each of the other Operative Documents by each party thereto other than the Pass Through Trust Company or the Pass Through Trustee, as the case may be, each of the other Operative Documents to which the Pass Through Trust Company or the Pass Through Trustee is or will be a party constitutes or when executed and delivered will constitute a legal, valid and binding obligation of the Pass Through Trust Company or the Pass Through Trustee, enforceable against the Pass Through Trust Company or the Pass Through Trustee, as the case may be, in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other laws relating to or affecting the rights of creditors generally and by general principles of equity.

	(c) Non-Contravention . The execution and delivery by the Pass Through Trust Company, in its individual capacity or as Pass Through Trustee, as the case may be, of this Agreement and the other Operative Documents to which it is or will be a party, the consummation by the Pass Through Trust Company, in its individual capacity or as Pass Through Trustee, as the case may be, of the transactions contemplated hereby and thereby, and the compliance by the Pass Through Trust Company, in its individual capacity or as Pass Through Trustee, as the case may be, with the terms and provisions hereof and thereof, do not and will not (i) contravene any Applicable Law of the United States of America governing the Pass Through Trust Company or the banking or trust powers of the Pass Through Trust Company, or its Organic Documents, (ii) contravene the provisions of, or constitute a default by the Pass Through Trust Company under or pursuant to, any indenture, mortgage or other material contract, agreement or instrument to which the Pass Through Trust Company is a party or by which the Pass Through Trust Company or its property is bound or (iii) result in the creation of any Lien attributable to the Pass Through Trust Company upon the Pass Through Certificates which would materially adversely affect the ability of the Pass Through Trust Company, in its individual capacity or as Pass Through Trustee, as the case may be, to perform its obligations under this Agreement or the other Operative Documents to which it is a party or would materially adversely affect the Facility, the Facility Site or any interest therein or part thereof or the security interest of the Pass Through Trustee in the Indenture Estate; provided, however , that no representation is made with respect to the right, power or authority of the Pass Through Trust Company or the Pass Through Trustee to act as operator of the Facility following a Lease Event of Default.

	(d) Governmental Action . Assuming the representations and warranties of the Lessee contained in Section 3.1(g) , (l) , (r) , (u) and (v) are true, no authorization, approval, Permit or other action by, and no notice to or filing or registration with, any Governmental Entity is required for the due execution, delivery or performance by the

	Pass Through Trust Company or the Pass Through Trustee, as the case may be, of this Agreement or the other Operative Documents to which the Pass Through Trustee is or will be a party, other than any such authorization, approval, Permit or other action or notice or filing as has been duly obtained, taken or given.

	(e) Litigation . There is no pending or, to the Actual Knowledge of the Pass Through Trust Company, threatened action, suit, investigation or proceeding against the Pass Through Trust Company either in its individual capacity or as Pass Through Trustee, before any Governmental Entity which, if determined adversely to it, would materially adversely affect the ability of the Pass Through Trust Company, in its individual capacity or as Pass Through Trustee, as the case may be, to perform its obligations under this Agreement or the other Operative Documents to which it is a party or would materially adversely affect the Facility, the Facility Site or any interest therein or part thereof or the security interest of the Pass Through Trustee in the Indenture Estate or which questions the validity or enforceability of any Operative Document to which the Pass Through Trust Company or the Pass Through Trustee is a party.

SECTION 4. CLOSING CONDITIONS

The obligations of the Owner Participant, the OP Guarantor, the Lessor, the Trust Company, the Indenture Company, the Indenture Trustee, the Pass Through Trust Company, the Pass Through Trustee, the Guarantor and the Lessee to consummate the transactions contemplated hereby on the Closing Date shall be subject to the following conditions, except that the obligations of any Person shall not be subject to such Person’s own performance or compliance, and each of the Transaction Parties shall provide such proof of satisfaction of these conditions as any other Transaction Party shall reasonably request.

Section 4.1. Exchange of Documents. On or before the Closing Date, each of the Operative Documents to be delivered at or prior to the Closing (as well as the Operating Agreement, and any other agreements, certificates and other documents relating to the Overall Transaction to be delivered at the Closing) shall (a) have been duly authorized, executed and delivered by the Transaction Parties thereto (if attached as an Exhibit hereto, in substantially the form attached as such Exhibit or, if not so attached, in form and substance satisfactory to each Transaction Party to such agreement or to whom such certificate or document is to be delivered), (b) be in full force and effect and (c) delivered to the other Transaction Parties thereto (other than the Tax Indemnity Agreement which shall only be provided to the parties thereto) or to the Transaction Party to whom such certificate or document is addressed.

Section 4.2. Opinion with Respect to Certain Tax Aspects. The Owner Participant shall have received an opinion of Milbank, Tweed, Hadley & McCloy LLP, special counsel to the Owner Participant, dated the Closing Date and addressed to the Owner Participant, in form and substance reasonably satisfactory to the Owner Participant, as to such Tax matters as the Owner Participant may reasonably request.

Section 4.3. Other Opinions of Counsel. Each of the relevant Transaction Parties shall have received an opinion or opinions, dated the Closing Date, of (a) Gary D. Benz, Esq., Associate General Counsel of the Lessee and the Guarantor (which opinion shall include, without limitation, a favorable opinion with respect to the sale by the Lessee of its interest in the Undivided Interest to the Lessor), (b) Akin Gump Strauss Hauer & Feld LLP, special counsel to the Lessee and the Guarantor, (c) Reed Smith LLP, Pennsylvania counsel to the Lessee, (d) Squire, Sanders & Dempsey LLP, Ohio counsel to the Lessee, (e) Milbank, Tweed, Hadley & McCloy LLP, special New York counsel to the Owner Participant and to the Lessor, (f) in-house counsel to the Owner Participant and the OP Guarantor, (g) Carter Ledyard & Milburn LLP, counsel to the Indenture Company and the Indenture Trustee, (h) Carter Ledyard & Milburn LLP, counsel to the Pass Though Trustee and the Pass Through Trust Company, and (i) Morris James LLP, counsel to the Trust Company, in each case in form and substance reasonably satisfactory to each Transaction Party. Each such Person expressly consents to the rendering by its counsel of the opinion referred to in this Section 4.3 and acknowledges that such opinion shall be deemed to be rendered at the request and upon the instructions of such Person, each of whom has consulted with and has been advised by its counsel as to the consequences of such request, instructions and consent. Furthermore, each such counsel shall address such opinions to the Initial Purchasers and, to the extent requested, permit the Rating Agencies to rely on their opinion as if such opinion were addressed to such parties.

Section 4.4. Appraisal. The Owner Participant shall have received the Closing Appraisal in form and substance reasonably satisfactory to it. The Owner Participant shall be satisfied that the Facility shall be in the condition described in the Closing Appraisal.

Section 4.5. Governmental Approvals. The Lessee shall have obtained the Governmental Approvals listed on Part I of Schedule 4.5 hereof, and all such Governmental Approvals shall be in full force and effect on the Closing Date. The Lessee shall have valid MBR Authority and the regulatory waivers and blanket authorizations customarily granted by FERC to persons with MBR Authority, including blanket authorization pursuant to Section 204 of the FPA to issue securities and assume liabilities and obligations.

Section 4.6. Other Authorizations. All other material Permits necessary to consummate the Lease Transaction shall be in form and substance reasonably satisfactory to the Owner Participant and the Lessee and shall be in full force and effect.

Section 4.7. Internal Approvals. Each Transaction Party shall provide such documents and such evidence as each party hereto may reasonably request in order to establish the authority of each such Transaction Party to consummate the transactions contemplated by this Agreement, the taking of all corporate and other proceedings in connection therewith and compliance with the conditions herein or therein set forth and the incumbency of all officers signing any of the Operative Documents or the Operating Agreement. Each of the foregoing documents shall be reasonably satisfactory to each recipient thereof.

Section 4.8. Event of Loss, Lease Event of Default. No Event of Loss, Lease Event of Default, or event that, with notice or lapse of time or both, would constitute an Event of Loss or

Lease Event of Default under any Operative Document shall have occurred and be continuing, and all conditions under all Operative Documents as are required to be satisfied on the Closing Date shall have been either satisfied or waived.

Section 4.9. Accounting Treatment. The Lessee shall have reasonably determined, based on the advice of PricewaterhouseCoopers LLP and such other information as it may reasonably believe to be relevant, that, upon consummation of the Exchange Offer and the registration of the Pass Through Certificates, the Lease Transaction will qualify for operating lease treatment by the Lessee pursuant to GAAP.

Section 4.10. Change of Law. No changes in Applicable Laws shall have been enacted prior to the Closing Date, and no changes in the interpretation of any Applicable Law by any competent court or other Governmental Entity shall have been decided prior to the Closing Date (which change was not in effect as of the date hereof), that would make it illegal for the Owner Participant, the Lessor, the Trust Company (individually or as Owner Trustee), the Indenture Trustee, the Pass Through Trustee or the Lessee to participate in the Overall Transaction or would materially adversely affect the Facility, the Facility Site, the Undivided Interest or the Ground Interest.

Section 4.11. Change in Tax Laws. No adverse change in the Code or the Treasury Regulations shall have occurred after May 11, 2007 but prior to the Closing Date, that has not been reflected in a rent adjustment as set forth in Section 12.1 nor shall any such change have been proposed after May 11, 2007 but prior to the Closing Date that, if enacted in the form proposed, would materially adversely affect the Owner Participant or the Lessee.

Section 4.12. Pass Through Certificates. The Purchase Agreement in respect of the Pass Through Certificates shall have been entered into and delivered by the Lessee and the Lead Initial Purchasers. All conditions precedent therein to the issuance of the Pass Through Certificates shall have been satisfied or waived by the Lead Initial Purchasers and the Initial Purchasers shall have purchased the Pass Through Certificates pursuant to, and in accordance with, the terms of the Purchase Agreement and the proceeds thereof shall have been provided to the Lessor through the purchase by the Pass Through Trustee of the Initial Notes.

Section 4.13. Credit Rating. The credit rating for the Guarantor’s long-term unsecured debt obligations shall be at least “Baa2” from Moody’s and at least “BBB-” from S&P.

Section 4.14. Title Insurance. The Owner Participant shall have received the Title Policy or a marked binding commitment to issue the Title Policy for the Lessor’s Interest in form and substance acceptable to the Owner Participant in an amount not less than 75% of the Purchase Price.

Section 4.15. Environmental Report. The Owner Participant, the Owner Trustee, the Indenture Trustee and the Pass Through Trustee shall have received copies of the Environmental Report, which shall be in form and substance reasonably satisfactory to such parties.

Section 4.16. Engineering Report. The Owner Participant, the Owner Trustee, the Indenture Trustee and the Pass Through Trustee shall have received copies of the Engineering Report, which shall be in form and substance reasonably satisfactory to such parties.

Section 4.17. No Material Adverse Change . The Financial Reports referred to in Section 3.1 of the Guaranty shall have been received by the Owner Participant, and there shall have been no material adverse change in the financial condition, business, assets, liabilities or results of operations of the Guarantor and its subsidiaries (on a consolidated basis) since the date of such Financial Reports.

Section 4.18. Representations and Warranties . The representations and warranties set forth in Section 3 hereof shall be true and correct on and as of the Closing Date with the same effect as though made on and as of the Closing Date and, if the date of this Agreement is not the Closing Date, each of the Transaction Parties shall have received a certificate of each of the parties hereto to such effect.

Section 4.19. No Defaults, Etc . No Lease Event of Default, Indenture Event of Default, Event of Loss, Burdensome Termination Event or event that, with the passage of time or giving of notice or both, would constitute a Lease Event of Default, Indenture Event of Default, an Event of Loss or Burdensome Termination Event shall have occurred and be continuing.

Section 4.20. Insurance . Insurance (including all related endorsements) complying with the requirements of Section 11 of the Facility Lease, as modified by Section 3.1(n) of the Lessee Disclosure Schedule, shall be in full force and effect and all premiums thereon shall be current. The Owner Participant, the OP Guarantor, the Lessor, the Trust Company, the Indenture Trustee and the Pass Through Trustee shall have received a certificate or certificates dated the Closing Date of the Lessee’s independent insurance broker or carrier reasonably satisfactory to such Persons stating that such insurance is in full force and effect. The OP Guarantor, the Owner Participant, the Trust Company and the Pass Through Trustee shall have received a report, addressed to the Owner Participant, the Indenture Trustee, the Trust Company and the Pass Through Trustee, from the Insurance Consultant in form and substance reasonably satisfactory to each such recipient.

Section 4.21. Recordings and Filings . All filings and recordings listed on Schedule 4.21 hereto shall have been duly made, including the recordation of a memorandum of lease, and all filing, recordation, transfer and other fees and Taxes payable in connection herewith shall have been paid; and the filing of all precautionary financing statements under the Uniform Commercial Code of Pennsylvania and any other mortgages, security agreements or other documents as may be reasonably requested by counsel to the Owner Participant, the Indenture Trustee or the Pass Through Trustee to perfect the right, title and interest of the Lessor in the Lessor’s Interest, or any part thereof or interest therein and the Lien of the Indenture Trustee in the Indenture Estate, shall have been made.

Section 4.22. No Threatened Proceedings . No action, suit, investigation or proceeding shall have been instituted nor shall governmental action be threatened before any Governmental Entity

or otherwise, nor shall any order, judgment or decree have been issued or proposed to be issued by any Governmental Entity at the time of the Closing Date, to set aside, restrain, enjoin or prevent the consummation of the Lessee Documents or any of the transactions contemplated by any of the Lessee Documents.

Section 4.23. Delivery of Order. The Lessee shall have provided to the Owner Participant a copy of the Pennsylvania Public Utility Commission’s order granting the consent referred to in Section 3.1(v)(iii) hereof.

SECTION 5. COVENANTS OF THE LESSEE AND GUARANTOR

Each of the Lessee and the Guarantor, where applicable, covenants as follows:

Section 5.1. Existence.

Each of the Lessee and the Guarantor shall use its respective best efforts to (i) preserve and maintain its legal existence, (ii) preserve, renew and keep in full force and effect any Governmental Approvals material to the conduct of the business of the Lessee, and (iii) preserve and maintain all of its material rights, privileges and franchises in every jurisdiction in which the character of the property owned or the nature of the business transacted by it makes licensing or qualification necessary.

Section 5.2. Financial Statements.

The Guarantor shall deliver to the Owner Participant the following:

	(i) quarterly unaudited consolidated financial statements for the Guarantor for each of the first three quarters of its fiscal year within 60 days following the end of such quarter;

	(ii) year-end audited consolidated financial statements for each fiscal year of the Guarantor, all reported on in conformity with GAAP, with the unqualified opinion thereon of independent public accountants of recognized national standing, together with an annual no default certificate from the Guarantor (with respect to the covenants in the Guaranty) and the Lessee within 120 days following the end of such fiscal year; and

	(iii) (A) annually, as soon as practicable, but in any event within 75 days, after the end of the prior year, a report in a form reasonably acceptable to the Owner Participant, showing selected operating data with respect to the Facility for the previous calendar year, including availability, capacity, total energy produced, down time, forced outages, maintenance activities, and revenue, expense and capital expenditure information, but only to the extent produced at the Facility level in a readily accessible and useable form in the Lessee’s ordinary course of business and, promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of

the Lessee or its compliance with the terms of this Participation Agreement and the other Operative Documents to which it is a party that the Owner Participant may reasonably request, and (B) to the extent reasonably requested, such other financial or operating information that is routinely made available to creditors of the Lessee and/or the Guarantor.

Each of the Lessee and the Guarantor will deliver to the Lessor, at the time of delivery of the financial statements referred to in clause (ii) above, an Officer’s Certificate stating whether or not, to the Actual Knowledge of the Lessee or the Guarantor, as applicable, the Lessee is in default in the performance and observance of any of the terms, provisions and conditions of the Facility Lease, the Operating Agreement or any other Operative Document (without regard to any period of grace or requirement of notice provided hereunder) and, if the Lessee shall be in default, specifying all such defaults and the nature and status thereof and what action the Lessee or the Guarantor has taken or is taking or proposes to take with respect thereto.

Section 5.3. Notification.

The Lessee shall promptly notify the Lessor, the Owner Participant and the Indenture Trustee of (a) any Lease Event of Default, (b) other than as may be disclosed in the Guarantor’s or Lessee’s reports, schedules, forms or registration statements filed with the SEC, any material change in its business or financial condition or any event of force majeure , in each case, that would reasonably be expected to result in a Material Adverse Effect and (c) the existence of any Lessee Liens, other than Permitted Liens.

Section 5.4. Compliance with Laws.

Each of the Lessee and the Guarantor shall (i) comply with all Applicable Laws, including all Environmental Laws, the Consent Decree (and any other administrative or judicial orders or decrees by, with or of any Governmental Entity), all Permits and all Governmental Approvals, and (ii) respond to, correct and remediate any releases of Hazardous Substances to the extent required by a Governmental Entity or necessary to comply with all Environmental Laws, the Consent Decree (and any other administrative or judicial orders or decrees by, with or of any Governmental Entity), all Permits and all Governmental Approvals, except where such non-compliance or failure to respond, correct or remediate is the subject of appropriate contest proceedings as set forth in Section 7 or Section 8 of the Facility Lease or would not reasonably be expected to have a Material Adverse Effect. The Lessee shall comply with and perform all corrective or other actions under the Consent Decree and any other administrative or judicial orders or decrees by, with or of any Governmental Entity in a manner that is not materially adverse to the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest).

Section 5.5. Licenses and Governmental Approvals.

The Lessee shall obtain and maintain all necessary Permits and Governmental Approvals required to use, operate and maintain the Facility and sell the energy and capacity therefrom at wholesale, except where (a) the failure to so obtain or maintain would not reasonably be expected to result in a Material Adverse Effect, or (b) the Permit or Governmental Approval is reasonably anticipated to be routinely granted at a later date in the ordinary course.

Section 5.6. Payment of Taxes.

Each of the Lessee and Guarantor shall file, or cause to be filed, all material Tax and information returns that are required to have been filed in any jurisdiction and pay when due all Taxes that are shown to be due and payable on such returns or pursuant to a final assessment received by the Lessee or the Guarantor, other than Taxes and assessments which are being diligently contested in good faith by the Lessee or the Guarantor and with respect to which adequate reserves have to the extent required by GAAP been set aside.

Section 5.7. Operation and Maintenance.

The Lessee shall maintain and operate the Facility and the Ancillary Facilities in accordance with a standard of care and usage no less than that which the Lessee and its Affiliates would apply with respect to other electric generating facilities and related properties owned, leased or operated by them.

Section 5.8. Limitations on Lessee Liens.

The Lessee shall not create or permit to exist any Lessee Liens other than Permitted Liens.

Section 5.9. Limitation on Mergers and Consolidations.

The Lessee will not consolidate or merge with or into any other entity or sell, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any other entity, and will not permit any entity to consolidate with or merge into it unless:

	(i) immediately prior to and immediately following such consolidation, merger, sale or lease, no Material Default or Lease Event of Default shall have occurred and be continuing that has not been waived;

	(ii) the entity (including any such resulting entity that is an Affiliate of the Lessee) resulting from such consolidation, surviving such merger or succeeding to such properties and assets shall (A) be organized under the laws of the United States, any state thereof or the District of Columbia, (B) expressly assume, pursuant to an agreement reasonably acceptable to the Owner Participant and the Indenture Trustee, each obligation of the Lessee under each Lessee Document, and (C) provide the Owner Participant and the Indenture Trustee an

	Officer’s Certificate stating that such consolidation, merger or disposition complies with the terms of this Section 5.9 and that all conditions precedent provided for relating to such transaction have been complied with and a legal opinion of counsel (such counsel reasonably acceptable to the Owner Participant and the Indenture Trustee) to the effect that, subject to customary assumptions, qualifications and exceptions, the assumption agreement mentioned in clause (B) is the duly authorized, valid and binding obligation of such entity enforceable against such entity in accordance with its terms; and

	(iii) the Guarantor shall have affirmed its obligations under the Guaranty.

	(iv) All reasonable costs and expenses of the Transaction Parties incurred in connection with the foregoing shall be for the account of the Lessee.

Section 5.10. Defense of Title

Except with respect to Lessor’s Liens and the rights of the Indenture Trustee under the Indenture, the Lessee will, at all times, at its own cost and expense, warrant and defend the Lessor’s fee title to the Undivided Interest and leasehold interest in the Facility Site and defend any action for partition of the Facility or the Facility Site brought by the 1987 Facility Owners. The Lessee shall maintain good and valid fee title to at least a 93.825% undivided interest in the land underlying the Facility Site and the Ancillary Facilities for the term of the Site Lease.

Section 5.11. Further Assurances.

The Lessee shall, at its own cost, expense and liability, cause to be promptly and duly taken, executed, acknowledged and delivered all such further acts, documents, and assurances as may be necessary in order to carry out the intent and purposes of this Agreement and the other Lessee Documents and the transactions contemplated hereby and thereby. The Lessee, at its own cost, expense and liability, will cause such financing statements and fixture filings (and continuation statements with respect thereto) as may be necessary, and such other documents as the Owner Participant, the OP Guarantor, and the Lessor shall reasonably request, to be recorded or filed at such places and times in such manner, and will take all such other actions or cause such actions to be taken, as may be necessary or advisable in order to establish, preserve, protect and perfect the right, title and interest of the Lessor in and to the Undivided Interest, the Ground Interest under the Site Lease and Site Sublease, or any portion of any thereof or any interest therein and the first priority Lien intended to be created by the Indenture therein.

Section 5.12. ERISA.

The Lessee will not permit the occurrence of any event or condition with respect to a Plan if such event or condition, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

Section 5.13. Notice of Change in Address or Name.

The Lessee shall provide the Owner Participant, the Lessor, the Owner Trustee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, prompt written notice of any anticipated change to its chief executive office, principal place of business or name, or the place where it maintains its business records concerning the Facility and the Operative Documents, which notice shall, in any event, be provided no later than 30 days prior to such change.

Section 5.14. Certain Contracts and Agreements.

Without the consent of the Owner Participant, Lessee agrees that, except as expressly required by the Operative Documents, it will not enter into or become bound by any contract or agreement providing for the sale of energy produced by or from the Facility, or the purchase of services to be performed at, for or in connection with, the Facility or any other contract or agreement relating to the Facility that has a term that extends beyond the scheduled expiration date of the Facility Lease or the scheduled expiration of any Renewal Term then in effect or irrevocably elected by Lessee, unless such contract or agreement may be terminated by Lessee without material costs or obligation to the Lessor, the Owner Participant or, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates prior to such expiration date or the scheduled expiration of such Renewal Term, as the case may be.

Section 5.15. Relationship with Certificateholders.

No FirstEnergy Party or any Affiliate thereof directly or indirectly and without the consent of the Owner Participant (i) has purchased or will purchase any Note or any Pass Through Certificate or (ii) has entered into or will enter into any agreement relating to the Overall Transaction with any holder of a Note or Pass Through Certificate other than the Operative Documents.

Section 5.16. Regulatory Status.

The Lessee shall not take any action or fail to take any action that would subject the Lessor, the Owner Participant, the OP Guarantor, the Indenture Trustee or the Pass Through Trustee to regulation under PUHCA, provided that with respect to circumstances or events outside of the control of the Lessee, the Lessee shall not be deemed to have breached the covenant contained in this Section 5.16 so long as the Lessee is using commercially reasonable efforts to maintain (or re-establish) such exemptions from regulation under PUHCA.

Section 5.17. Security.

The Lessee shall exercise reasonable and prudent security procedures and precautions and maintain strict security at the Facility Site from theft, vandalism, trespass or the like. The

Lessee shall be responsible for controlling access to the Facility Site and removing all unauthorized persons it discovers on the Facility Site.

Section 5.18. Consent Decree.

During the Lease Term, the Lessee shall not petition any court to be released from the Consent Decree with respect to the Undivided Interest unless such petition requests that the Lessor shall also be released.

SECTION 6. COVENANTS OF THE LESSOR AND THE TRUST COMPANY

Section 6.1. Compliance with the Trust Agreement.

Each of the Lessor and the Trust Company hereby severally covenants and agrees that during the Lease Term it will:

	(a) comply with all of the terms of the Trust Agreement applicable to it; and

	(b) not amend, supplement, or otherwise modify Section 8.01 , 10.01 , 10.02 or 10.03 of the Trust Agreement without the prior written consent of the Lessee so long as no Material Default or Lease Event of Default has occurred and is continuing and the Indenture Trustee so long as the Lien of the Indenture has not been terminated or discharged.

Section 6.2. Lessor’s Liens.

The Lessor and the Trust Company each covenants severally and as to itself only that it will not directly or indirectly create, incur, assume or suffer to exist any Lessor’s Lien attributable to it and will promptly notify the Lessee, the Owner Participant and the Indenture Trustee of the imposition of any such Lien of which it has Actual Knowledge and shall promptly, at its own expense, take such action as may be necessary to duly discharge such Lessor’s Lien attributable to it.

Section 6.3. Amendments to Operative Documents.

The Lessor and the Trust Company each covenants severally and as to itself only that it will not, unless such action is expressly permitted by the Operative Documents, (a) through its own action terminate any Operative Document to which it is a party, (b) amend, supplement, waive or modify (or consent to any such amendment, supplement, waiver or modification of) such Operative Documents in any manner or (c) except as provided in Section 11 hereof or Section 2.10 or Section 5.6 of the Indenture, take any action to prepay or refund the Notes or amend any of the payment terms of the Notes without, in each case, the prior written consent of the Lessee so long as no Material Default or Lease Event of Default shall have occurred and be continuing and, in the case of clause (a) or (b) , the Indenture Trustee so long as the Lien of the Indenture has not been terminated or discharged.

Section 6.4. Transfer of the Lessor’s Interest. Other than as permitted by the Operative Documents, the Lessor covenants that it will not assign, pledge, sell, lease, convey or otherwise transfer any of its then existing right, title or interest in and to the Lessor’s Interest, the Trust Estate or the other Operative Documents.

Section 6.5. Limitation on Indebtedness and Actions. The Lessor covenants that during the Lease Term it will not incur any indebtedness nor enter into any business or activity except as required or expressly permitted by any Operative Document.

Section 6.6. Change of Location. The Lessor covenants that it shall provide the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Lessee at least 30 days’ prior written notice of any relocation of the Lessor’s chief executive office or the place where documents and records relating to the Lessor or the Trust Estate are kept from the location set forth in Section 3.2(g) and of any change in its name.

Section 6.7. Bankruptcy of Lessor. Each of the Trust Company, the Owner Participant and the Lessor hereby covenants severally and as to itself only that it shall not voluntarily take any action that shall, or cause any action to be taken that is intended to, submit the Lessor, as debtor, to any proceeding under any Applicable Law involving bankruptcy, insolvency, reorganization or other laws affecting the rights of creditors generally unless a Lease Event of Default or a Material Default shall have occurred and be continuing (in which case, if the Lien of the Indenture shall not have been discharged, the Trust Company or the Lessor shall not take any such action unless the Indenture Trustee shall have given its prior written consent to such action in its sole discretion).

Section 6.8. Cooperation. The Lessor agrees, and the Owner Participant agrees to cause the Lessor and instruct the Owner Trustee, and the Owner Trustee agrees to carry out any such instructions (subject to its protections and privileges in the Trust Agreement), to, at the request of the Lessee and at the sole cost and expense of the Lessee on an After-Tax Basis, take such reasonable actions as may be necessary for the Lessor to take as the owner of the Undivided Interest and holder of the Ground Interest for purposes of obtaining the valid and effective issue, transfer or amendment, as the case may be, of all Governmental Approvals to the extent the same are required for the use, ownership, operation or maintenance of the Facility, the Facility Site, the Undivided Interest, the Ground Interest or any Component by the Lessee or any permitted assignee of the Lessee in the manner contemplated by the Operative Documents, except to the extent the same involves any (a) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien (other than a Permitted Lien) on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (b) risk of criminal liability being incurred by the Lessor, the Owner Participant, or the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee, or any of their respective Affiliates or (c) risk of any material adverse effect on the interests of the Lessor, the Owner Participant, or the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates (including, without limitation, subjecting any such Person to

regulation as a public utility under any Applicable Law). The Lessee shall pay on an After-Tax Basis all costs and expenses (including, without limitation, the reasonable fees and expenses of counsel) of the Lessor and each other Person party to an Operative Document incurred in connection with any such action. It is understood and agreed that, with respect to the action requested of it, and taken by it, under this Section 6.8 , none of the Lessor, the Owner Participant and the Trust Company, individually or as Owner Trustee, shall be deemed to make any representation or warranty as to, and shall have no responsibility for, the effectiveness of such action to accomplish or promote the objective intended by the Person making such request.

SECTION 7. COVENANTS OF THE OWNER PARTICIPANT

Section 7.1. Restrictions on Transfer of Trust Interest.

(a) The Owner Participant covenants and agrees that it shall not during the Lease Term assign, convey or transfer any of its right, title or interest in the Trust Interest without the prior written consent of the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee; provided, however , that the Owner Participant may, subject to Section 7.6 , assign, convey or transfer all, but not less than all, of the Trust Interest without such consent to a Person (the “ Transferee ”) which shall assume the duties and obligations of the Owner Participant under the Operative Documents with respect to the interest being transferred pursuant to an OP Assignment and Assumption Agreement substantially in the form of Exhibit J hereto, if each of the following conditions shall have been satisfied on or prior to such transfer:

	(i) the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee shall have received an opinion(s) of counsel (including an opinion with respect to a guaranty pursuant to clause (iii) of this Section 7.1(a) , if applicable), which opinion(s) and counsel are reasonably satisfactory to each such recipient, to the effect that, subject to customary qualifications and exceptions, such transfer will not violate any Applicable Laws;

	(ii) the Transferee shall be a “United States person” within the meaning of Section 7701(a)(30) of the Code;

	(iii) the Transferee shall be either (A) an Affiliate of the transferor Owner Participant; provided that, if the Transferee does not qualify under clause (B) below, all of the payment obligations of the Transferee with respect to the interest being transferred under the Operative Documents shall be guaranteed by the transferor Owner Participant, or a Person then providing a guaranty of the transferor Owner Participant’s payment obligations hereunder, pursuant to an OP Parent Guaranty, or (B) a Person which meets, or the payment obligations of which with respect to the interest being transferred under the Operative Documents are guaranteed (pursuant to an OP Parent Guaranty) by a Person (the transferor Owner Participant or such other guarantor, the “ Transferee Guarantor ”)

	which meets, the following criteria: the tangible net worth or capital and surplus of the Transferee or Transferee Guarantor for its most recent fiscal quarter is at least $75 million calculated in accordance with GAAP; and

	(iv) unless waived in writing by the Lessee prior to such transfer, such Transferee which qualifies under clause (iii)(B) above is not a Competitor of, or in material litigation with, the Lessee or any Affiliate of the Lessee.

	Notwithstanding the foregoing, the restrictions set forth in Section 7.1 shall not inure to the benefit of the Lessee if such transfer occurs during the continuance of a Material Default or Lease Event of Default.

(b) For purposes of Section 7.1(a)(iv) , a “ Competitor ” shall be an entity which at the time of the transfer is, or whose Affiliate is, engaged as a seller, marketer, trader, aggregator or generator of electric capacity or energy within the geographic area of the regional transmission organizations, or their equivalent, in which the Guarantor or any Affiliate thereof participates; provided that, a Competitor shall not include a bank, an insurance company or other financial institution or an Affiliate of any thereof in each case not owned by (i) an entity that owns and actually operates on a daily basis a fleet of power plants with capacity of 500 MW or greater, which power plants sell the majority of their energy into a competitive market (other than under long-term contracts) that the Guarantor operates in and competes directly with one or more of the Guarantor’s power stations in (such entity an “ IPP ”), (ii) the ultimate parent of an electric utility company or IPP or (iii) an ultimate parent whose principal or a substantial part of whose business is that of an electric utility company or IPP. For the avoidance of doubt, a Competitor shall not under any circumstances include banks, insurance companies or financial institutions or their Affiliates that would otherwise be a Competitor as a result of the operation of clause (i) , (ii) or (iii) of the preceding sentence that are generally in the business of making passive investments or are not involved in the day-to-day decisions regarding plant dispatch and bidding strategies with respect to the power plants they own and operate. In addition, the Lessee will have the right to prepare and provide to the Owner Participant on the Closing Date a list of entities which shall be ineligible to qualify as a Transferee, provided that each such listed entity either (A) has publicly announced an intent or taken material steps to become a Competitor of the Lessee or its Affiliates and is not otherwise deemed to have been a Competitor pursuant to the proviso in the second preceding sentence, or (B) is a lessor or an owner participant in respect of a lease to the Lessee of an interest in the Generating Station that has taken, or failed to take, any action the result of which is materially adverse to the Lessee or any of its Affiliates and is inconsistent with the actions taken or not taken by at least 67% of other similarly situated lessors or owner participants; provided that the list shall at no time include more than three entities described in this clause (B) and the list may not include the Lessor, the Other Lessors, the Owner Participant and the Other Owner Participants or their Affiliates. The Lessee shall have the right to update such list (such updated list to replace the previous list) not more frequently than annually, commencing on the first anniversary of the Closing Date.

	(c) During such time as a Material Default or Lease Event of Default shall have occurred and be continuing the foregoing restrictions (other than clauses (a)(ii) and (a)(iii) above for so long as the Notes are outstanding) shall not apply.

	(d) The Lessee shall not be responsible for any adverse Tax consequence to the Lessor or the Owner Participant resulting from any transfer pursuant to this Section 7.1 (unless such transfer occurs while a Lease Event of Default is continuing) and the Pricing Assumptions shall not be changed as a result of any such transfer.

	(e) The Owner Participant shall give the Indenture Trustee and, so long as no Material Default or Lease Event of Default shall have occurred and be continuing, the Lessee 15 Business Days’ prior written notice of such transfer, or five Business Days’ prior written notice in the case of a transfer to an Affiliate of the Owner Participant, specifying the name and address of any proposed Transferee and such additional information as shall be necessary to determine whether the proposed transfer satisfies the requirements of this Section 7.1 . The Lessee will promptly after receipt of such notice acknowledge to the Owner Participant and the Indenture Trustee if all of the requirements to the proposed transfer have been or will be met. If the Lessee fails to provide such acknowledgment within 15 Business Days or (in the case of a transfer to an Affiliate of the Owner Participant) five Business Days after receipt of such notice, the Lessee shall be deemed to have given such acknowledgement.

	(f) All reasonable fees, expenses and charges of the Indenture Trustee, the Pass Through Trustee, and the Lessee (including reasonable attorneys’ fees and expenses in connection with any such transfer or proposed transfer), including any of the foregoing relating to any amendments to the Operative Documents required in connection therewith, shall be paid on an After-Tax Basis by the Owner Participant, without any right of indemnification from the Lessee or any other Person; provided, however , that the Owner Participant shall have no obligation to pay fees, expenses or charges of the Lessee in connection with any transfer while a Material Default or a Lease Event of Default is continuing, in which case the Lessee shall be obligated to pay such costs.

	(g) Upon any such transfer in compliance with this Section 7.1 , (i) such Transferee shall (A) be deemed the “Owner Participant” for all purposes, and (B) enjoy the rights and privileges and perform the obligations of the Owner Participant hereunder and under each of the OP Assignment and Assumption Agreement, the OP Parent Guaranty and each other Operative Document to which such Owner Participant is a party, and each reference in this Agreement, the OP Parent Guaranty and each other Operative Document to the “Owner Participant” shall thereafter be deemed a reference to such Transferee for all purposes and (ii) subject to clause (a)(iii) above, the transferor Owner Participant and the OP Guarantor, if any, of such transferor Owner Participant’s obligations shall be released from all obligations hereunder and under each other Operative Document to which such transferor or OP Guarantor is a party or by which such transferor Owner Participant or OP Guarantor is bound to the extent such obligations are expressly assumed by a Transferee or in respect of whose payment

	obligations are guaranteed by a Transferee Guarantor meeting the requirements of this Section 7.1 ; provided, however , that in no event shall any such transfer be deemed to result in a waiver or release of the transferor or its OP Guarantor from any liability accruing or existing in respect of any period occurring on or prior to or occurring simultaneously with such transfer.

	(h) The transfer restrictions set forth in Section 7.1 (other than the requirement that the Owner Participant and the Transferee enter into an OP Assignment and Assumption Agreement) shall also apply to any transfer of the equity ownership interests of an Owner Participant which has as its sole (or substantially equivalent to sole) business activity its participation in the transactions contemplated by the Operative Documents. In the case of such a transfer of equity ownership interests which satisfies such restrictions of this Section 7.1 , the Owner Participant’s obligations under the Operative Documents shall continue, but the Owner Participant shall, except in the case of a transfer to a transferee described in clause (a)(iii)(A) above, procure a new OP Parent Guaranty from a guarantor meeting the requirements of clause (a)(iii)(B) above.

Section 7.2. Owner Participant’s Liens. The Owner Participant covenants that it will not directly or indirectly create, incur, assume or suffer to exist any Owner Participant’s Lien and the Owner Participant shall promptly notify the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee of the imposition or existence of any such Lien of which the Owner Participant has Actual Knowledge and shall promptly, at its own expense, take such action as may be necessary to duly discharge such Owner Participant’s Lien.

Section 7.3. Amendments or Revocation of Trust Agreement. Notwithstanding anything to the contrary contained in the Trust Agreement, the Owner Participant covenants that during the Lease Term it will not (a) amend, supplement, or otherwise modify Section 8.01 , 10.01 , 10.02 or 10.03 of the Trust Agreement without the prior written consent of the Lessee so long as no Material Default or Lease Event of Default has occurred and is continuing, and without the prior written consent of the Indenture Trustee so long as the Lien of the Indenture has not been terminated or discharged, or (b) revoke, or otherwise waive compliance with or terminate the Trust Agreement without the prior written consent of the Lessee so long as no Material Default or Lease Event of Default has occurred and is continuing, and the Indenture Trustee so long as the Lien of the Indenture has not been terminated or discharged.

Section 7.4. Bankruptcy Filings. The Owner Participant agrees that it will not file a petition, or join in the filing of a petition, seeking reorganization, arrangement, adjustment or composition of, or in respect of, the Lessor under the Bankruptcy Code, or any other Applicable Law.

Section 7.5. Instructions. The Owner Participant agrees that it will not instruct the Lessor to take any action that the Lessor is prohibited from taking by this Agreement or any other Operative Document.

Section 7.6. Right of First Refusal. In the event the Owner Participant desires to sell, convey or otherwise transfer (including, without limitation, by means of a lease that is substantially

	equivalent economically to a sale) its Trust Interest, or cause the Lessor to sell all or substantially all of the Lessor’s Interest (each a “ Sale ”), upon or at any time during the three year period following the Date of Return of the Undivided Interest to any Person other than an Affiliate of the Owner Participant, or in the relevant circumstances described in Section 10 , 13 or 14 of the Facility Lease, any such Sale shall, unless such sale, conveyance or transfer is in connection with the exercise of remedies upon a Lease Event of Default, be subject to the Lessee’s right of first refusal on the terms and conditions set forth in this Section 7.6 . The Owner Participant shall give the Lessee prompt written notice of all bona fide offers for a Sale that have been received from any other Person that it wishes to accept, together with a statement of the price and all of the material terms, conditions and provisions contained in such offers for a Sale. The Lessee shall have the right within a period of 45 days from and after its receipt of such notice (the “ Notice Period ”) to notify the Owner Participant of its intent to exercise its right of first refusal with respect to a Sale; provided that the Lessee shall provide to the Owner Participant’s reasonable satisfaction evidence of the Lessee’s ability to pay the price and all other amounts that the Lessee will be obligated to pay in connection with such Sale. If the Lessee elects to exercise the right provided in the preceding sentence, it will within 45 days of its notice (the “ Agreement Period ”) execute a contract on terms and conditions not materially less favorable to it than the terms and conditions, taken as a whole, as the offer giving rise to such right and thereafter proceed to consummate such contract in accordance with its terms; provided, however, that in the case of a Sale pursuant to Section 10 , 13 or 14 of the Facility Lease the purchase price shall not be less than the amount of the Qualifying Cash Bid. If the Lessee does not give such notice to the Owner Participant within the Notice Period or execute such a contract within the Agreement Period and thereafter proceed to consummate such contract in accordance with its terms, the Owner Participant will be free to proceed under the terms and conditions of the bid set forth in its notice to the Lessee, unless the failure to execute the contract with the Lessee within the Agreement Period or thereafter consummate such contract in accordance with its terms is attributable to the failure of the Owner Participant to negotiate or otherwise act in good faith or a breach by the Owner Participant of its obligations under such contract. In the event that the terms of the bid are revised in any way that changes the offer or agreement for the Sale, such that the terms of the Sale are materially less favorable to the Owner Participant (it being understood and agreed that any reduction in the price or a change in the terms of payment thereof in a manner beneficial to the potential purchaser shall be deemed to be materially less favorable to the Owner Participant), the Owner Participant shall again comply with the notice and right of first refusal provisions of this Section 7.6 prior to accepting such revised offer or entering into such revised agreement; provided that, for such revised offer or agreement, the Notice Period shall be ten Business Days from the date of such new notice, and the Agreement Period shall not exceed 45 days from the date of the Lessee’s notice accepting such new terms.

	(b) Upon the closing of any Sale to the Lessee, the Lessee (or its successor or permitted assign) shall have the same rights as a Transferee under Section 7.1(g) hereof,

and the Owner Participant and the OP Guarantor, if any, shall be released from all obligations hereunder and under each other Operative Document except as provided in Section 7.1(g) .

Section 7.7. Appointment of Successor Owner Trustee. Notwithstanding any other provision of this Agreement, a successor Owner Trustee shall not be appointed by the Owner Participant without the consent of the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee unless (a) such successor Owner Trustee (i) meets the requirements of the Trust Agreement, and (ii) has a combined capital and surplus of at least $150 million, and (b) the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee shall have received such documentation, including opinions of counsel, reasonably satisfactory to the Lessee or the Indenture Trustee, as the case may be, as they may request.

SECTION 8. COVENANTS OF THE INDENTURE TRUSTEE AND THE PASS THROUGH TRUSTEE

Section 8.1. Indenture Trustee’s Liens. Neither the Indenture Company nor the Indenture Trustee will directly or indirectly create, incur, assume or suffer to exist any Indenture Trustee’s Lien attributable to it and arising out of events or conditions not related to its rights in the Indenture Estate or the administration thereof, and will promptly notify the Owner Participant, the Owner Trustee, the Lessor and the Lessee of the imposition of any such Lien of which it has Actual Knowledge and shall promptly (and in any event within 30 days of obtaining Actual Knowledge of such Lien), at its own expense, take such action as may be necessary to duly discharge such Indenture Trustee’s Lien.

Section 8.2. Pass Through Trustee’s Covenant Not to Transfer Notes. The Pass Through Trustee agrees that it will not transfer any Note (or any part thereof) to any entity (except to a successor Pass Through Trustee appointed pursuant to the terms of the Pass Through Trust Agreement) until it receives from such entity a certification which makes a representation and warranty as of the date of such transfer that no part of the funds to be used by it for the purchase and holding of such Note (or any part thereof) constitutes assets of any Plan or that such purchase and holding will be covered by a prohibited transaction class exemption issued by the U.S. Department of Labor.

SECTION 9. INDEMNIFICATION

Section 9.1. General Indemnity.

(a) Claims Indemnified . The Lessee will assume all liability for, defend, hold harmless, and indemnify the OP Guarantor, the Owner Participant, the Lessor, the Trust Company (in its individual capacity and acting as Owner Trustee), the Pass Through Trustee, the Pass Through Trust Company, the Indenture Trustee, the Indenture Trust Company, the Account Bank and their respective Affiliates and the officers, directors, employees and agents thereof (each, an “ Indemnified Party ” and, collectively, the

	“ Indemnified Parties ”), on an After-Tax Basis, from and against any and all Claims which may be imposed on, incurred by or asserted against any of the Indemnified Parties attributable to, arisingout of, in connection with, or relating to any of the following acts, events or circumstances, whether actual or Alleged:

	(i) Any Lessee Person’s construction, financing, refinancing, acquisition, operation (including, without limitation, procurement, transportation and storage of supplies and use, storage, transportation, treatment, release or disposal or manufacture of hazardous substances or other emissions such as without limitation CO2, NOX or SO2 or mercury or particulate matter), warranty, ownership, possession, maintenance, repair, lease, alteration, return, sale or other disposition, insuring, manufacture, design, purchase, acceptance, rejection, delivery, non-delivery, sublease, rental, preparation, installation, modification, improvement, restoration, refurbishment, remediation, substitution, non-use, registration, transportation, transfer of title, abandonment, importation, exportation, retirement, storage, regulation of access, securing or other use (or misfeasance (by action, inaction, non-performance, breach or otherwise), malfeasance or negligence in connection with any thereof) (collectively, “ Use ”) of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein(including, without limitation, the Undivided Interest);

	(ii) The conduct of the business or affairs of any Lessee Person attributable to, arising out of, in connection with, or relating to the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest);

	(iii) Any Environmental Laws, Hazardous Substances, any Permit, any Governmental Approval, the Consent Decree or any administrative consent order and agreement with any Governmental Entity, any actual or alleged injury or threat of injury to human health, safety, natural resources or the environment or any present or future Environmental Condition at, or resulting from or relating to any Lessee Person’s Use of, the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) (each an “ Environmental Claim ”);

	(iv) Any Lessee Person’s breach of, or negligence with respect to, the performance of its obligations under the Facility Lease, the Site Sublease or any other Operative Document or the Operating Agreement; or the inaccuracy of any representation or warranty made by any Lessee Person in any Operative Document or the Operating Agreement;

	(v) Any Lessee Person’s action or failure to act, negligence, breach, misstatement of material facts or omission to state material facts, or violation of Applicable Law in connection with, or relating to, the offer, issuance, sale or acquisition of the Lease Debt(or any refinancing thereof) or of the Pass Through Certificates;

	(vi) The execution, delivery or performance or non-performance of any of the terms of any Operative Document or the Operating Agreement by any Lessee Person; or the enforcement or attempted enforcement of any of the terms of any Operative Document or the Operating Agreement against any Lessee Person;

	(vii) The condition of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein(including, without limitation, the Undivided Interest) prior to the commencement of the Lease Term, or as a result of or arising out of, any Lessee Person’s Use thereof, or any accident in connection therewith (including, without limitation, latent and other defects, whether or not discoverable, whether preexisting or not and any Claim for patent, trademark or copyright infringement);

	(viii) The imposition of any Lien on the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) by or through any Lessee Person or arising as a result of, relating to or in connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); or the enforcement of any agreement, restriction or legal requirement arising as a result of, relating to or in connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest);

	(ix) A disposition of the Undivided Interest and the Lessor’s interests under the Operative Documents or the Operating Agreement or any part thereof in connection with a Lease Event of Default or an Event of Loss; or other remedies or actions in conjunction with a Lease Event of Default(or an event which with notice or lapse of time or both would become a Lease Event of Default) or an Event of Loss;

	(x) The Consent Decree (including, without limitation, as a result of the OP Guarantor, the Owner Participant or the Lessor becoming a party to the Consent Decree); or the validity, execution, delivery or performance or non-performance, or enforcement or attempted enforcement, of any of the terms thereof; or any obligations, claims or liability thereunder; or any proceeding or

	other actions relating thereto; or any amendment, supplement or modification thereto; or any waiver of any terms thereof;

	(xi) Any violation of, or liability or obligation relating to, Applicable Law, whether now or hereafter in effect (including, without limitation, Environmental Laws, any Permits, any Governmental Approvals, the Consent Decree or any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity), arising as a result of, relating to or in connection with any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); or any action of any Governmental Entity or other person taken with respect to such violation of law or such liability or such obligation, or otherwise in connection with, or relating to, any Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) or the interests of the OP Guarantor, the Owner Participant, the Lessor, the Indenture Trustee, the Pass Through Trustee or the Account Bank under the Operative Documents or the Operating Agreement; or the presence, use, storage, transportation, treatment, disposal, arrangement for or permitting the disposal, handling or manufacture of any Hazardous Substance in, at, under or from the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) that relates to, or arises out of, any Lessee Person’s current or prior Use of, or prior ownership of, the Generating Station, the Facility, the Facility Site or the Ancillary Facilities;

	(xii) Any act, event or circumstance that imposes strict liability or similar “no-fault” liability on any Lessee Person arising out of, relating to or in connection with the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) (regardless of whether other persons are also strictly liable or subject to such similar “no fault” liability); or

	(xiii) Subject to clause (g) of this Section 9.1 , otherwise as a result of the transactions contemplated by the Operative Documents or a Transaction Party’s participation in the contemplated transactions.

(b) Claims Excluded . Any Claim, to the extent attributable to or arising out of or as a result of any of the following, is excluded from the Lessee’s obligations to indemnify, defend, protect and hold harmless any Indemnified Party under this Section 9.1 :

	(i) Claims arising with respect to a period or event occurring after the expiration or earlier termination of the Facility Lease and, if applicable, the return of the use and possession of the Facility Site and the Undivided Interest in accordance with the requirements of the Facility Lease and the Site Lease, other than Claims relating to or arising from events occurring prior to, or simultaneously with, such events;

	(ii) In respect of any of the Indemnified Parties, Claims arising from the gross negligence or willful misconduct of such party or any Affiliate of such party, or any officer, director or employee of the foregoing (in each case except to the extent attributed to the Indemnified Party by reason of its interest in the Undivided Interest or Facility Site or due to a Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest);

	(iii) Taxes and costs of contesting Taxes, whether or not separately indemnified for (provided that this clause (iii) shall not affect Lessee’s obligation to pay indemnities pursuant to this Section 9.1 on an After-Tax Basis);

	(iv) Any disposition by the Lessor or the Owner Participant of its interests under the Facility Lease, the Site Lease or the Owner Trust, as the case may be, unless such disposition is required by the terms of the Operative Documents or permitted by Section 10 , 13 or 14 of the Facility Lease or occurs during the continuance of a Material Default or a Lease Event of Default;

	(v) In respect of any of the Indemnified Parties, to the extent of the breach of any agreement, covenant, representation or warranty of such party or any Affiliate of such party (in each case except to the extent attributed to the Indemnified Party by reason of its interest in the Undivided Interest or Facility Site or due to a Lessee Person’s Use of the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest));

	(vi) Amendments to the Operative Documents or the Operating Agreement that are not requested or consented to by the Lessee or are not required by the Operative Documents, the Operating Agreement or Applicable Law;

	(vii) Claims arising out of or relating to an inspection of the Undivided Interest by or on behalf of any of the Indemnified Parties seeking indemnification (other than during the continuance of a Lease Event of Default);

	(viii) Any of the Indemnified Parties’ costs of compliance with U.S. regulatory requirements (other than as a result of a Lease Event of Default or those costs arising as a result of a change in Applicable Law that are in whole or

	in part attributable to a Lessee Person’s actual or Alleged Use of the Generating Station, the Facility, the Ancillary Facilities, the Facility Site or any part thereof); and

	(ix) Any of the Indemnified Parties’ overhead costs in monitoring or administering this investment.

	Nothing herein shall be deemed to (A) constitute a guaranty of any useful life or any present or future residual value of the Facility or a guaranty that any amount of any Secured Indebtedness will be paid, or (B) prevent the Lessee from pursuing a Claim against any Lessee Person and any such Claim shall not be subject to indemnification or should otherwise be excluded from indemnification under this Section 9.1 .

	(c) Insured Claims . Subject to the provisions of paragraph (d) of this Section 9.1 , in the case of any Claim indemnified by the Lessee hereunder which is covered by a policy of insurance maintained by the Lessee, each Indemnified Party agrees, unless it and each other Indemnified Party shall waive its rights to indemnification (for itself and each Related Party thereto) in a manner reasonably acceptable to the Lessee, to cooperate reasonably, at the sole cost and expense of the Lessee, with the Lessee and its insurers in the exercise of their rights to investigate, defend or compromise such Claim.

	(d) Claims Procedure . Each Indemnified Party shall promptly after such Indemnified Party shall have Actual Knowledge thereof notify the Lessee of any Claim as to which indemnification is sought; provided , that the failure so to notify the Lessee shall not reduce or affect the Lessee’s liability which it may have to such Indemnified Party under this Section 9.1 ; provided further , that upon full payment of the amounts for which indemnification is payable hereunder, the Lessee shall be entitled, to the extent that the Lessee is materially prejudiced in the conduct of or precluded from conducting a meritorious contest of such Claim as a result of such failure, to pursue its legal rights and remedies against such Indemnified Party for actual damages resulting directly from the failure of such Indemnified Party to give the Lessee prompt notice. Subject to the foregoing, any amount payable to any Indemnified Party pursuant to this Section 9.1 shall be paid within 30 days after receipt of such written demand therefor from such Indemnified Party, accompanied by a certificate of such Indemnified Party stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnified Party is not a party hereto) an agreement to be bound by the terms of this Section 9.1 as if such Indemnified Party were such a party. Promptly after the Lessee receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, the Lessee shall, without affecting its obligations hereunder, notify such Indemnified Party whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnified Party. The Lessee shall have the right to investigate and, so long as no Material Default or Lease Event of Default shall have occurred and be continuing, to defend or compromise any Claim for which indemnification is sought under this Section 9.1 ;

provided that no such defense or any settlement or other compromise shall involve any (i) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien other than a Permitted Lien on, any part of the Facility, the Ancillary Facilities, the Undivided Interest, the Ground Interest, the Facility Site, the Trust Estate or the Indenture Estate or the impairment of the use, operation or maintenance of the Facility, the Ancillary Facilities or the Facility Site, (ii) risk of criminal liability being incurred by such Indemnified Party, the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee, or (iii) material risk of any material adverse effect on the interests of the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee; provided, further , that no Claim shall be settled or compromised by the Lessee without the express written consent of such Indemnified Party, such consent not to be unreasonably withheld, delayed or conditioned, unless such settlement or compromise does not involve any admission of any criminal violation, gross negligence or willful misconduct on the part of the Indemnified Party, does not involve any relief other than the payment of money damages, and results in an unconditional release of the Indemnified Party with respect to such Claim; and provided , further , that to the extent that other claims unrelated to the transactions contemplated by the Operative Documents are part of the same proceeding involving such Claim, the Lessee may assume responsibility for the defense or compromise of such Claim only if the same may be and is severed from such other claims. In the event that in the course of the investigation or defense of a Claim, the Lessee shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Section 9.1 , it may give notice to the applicable Indemnified Party of such fact, and the Lessee may thereupon cease to defend such Claim; provided that (A) the Lessee’s conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not prejudice or have prejudiced the Indemnified Party’s ability to contest such Claim (taking into account, among other things, the timing of the Lessee’s withdrawal and the theory or theories upon which the Lessee shall have based its defense), and (B) the Lessee shall have given such Indemnified Party all materials, documents and records relating to its defense of such Claim as such Indemnified Party shall have reasonably requested in connection with the assumption by such Indemnified Party of the defense of such Claim at the cost and expense of the Lessee. In the event that the Lessee shall cease to defend any Claim pursuant to the preceding sentence, the Lessee shall indemnify each Indemnified Party, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of the Lessee in defending such Claim or the manner or time of the Lessee’s election to withdraw from the defense of such Claim shall have caused such Indemnified Party to incur any loss, cost, liability or expense which such Indemnified Party would not have incurred had the Lessee never undertaken to defend such Claim. If the Lessee elects, subject to the foregoing, to defend any such asserted liability, it may do so at its own expense and by counsel selected by it and reasonably satisfactory to such Indemnified Party. The Lessee agrees in any event to keep the Indemnified Party

informed as to all proceedings with respect to any Claim and shall provide such Indemnified Party with copies of all material pleadings and material correspondence and other information relating to any Claim, in each case, as soon as practicable and, with respect to pleadings or other papers required to be filed in court, within a reasonable time to permit review thereof and comment thereon to the extent practicable in the circumstances. Upon the Lessee’s election to defend such asserted liability and prompt notification to such Indemnified Party of its intent to do so, such Indemnified Party shall use commercially reasonable efforts to cooperate at the Lessee’s expense with all reasonable requests of the Lessee in connection therewith and will provide the Lessee with all information not within the control of the Lessee as is reasonably available to such Indemnified Party which the Lessee may reasonably request; provided, however , that such Indemnified Party shall not, unless otherwise required by Applicable Law, be obligated to disclose to the Lessee or any other Person, or permit the Lessee or any other Person to examine, any tax returns of the Indemnified Party or any confidential or privileged information or pricing information not generally accessible by the public possessed by the Indemnified Party unless such Indemnified Party agrees to such disclosure and the Lessee obtains a stipulation from all parties to the related proceeding providing for the confidential treatment of such information. Where the Lessee, or the insurers under a policy of insurance maintained by the Lessee, undertakes the defense of such Indemnified Party with respect to a Claim (with counsel reasonably satisfactory to such Indemnified Party), no additional legal fees or expenses of such Indemnified Party in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the Lessee or such insurers. Notwithstanding the foregoing, an Indemnified Party may participate at its own expense in any judicial proceeding controlled by the Lessee, pursuant to the preceding provisions, but only to the extent that such party’s participation does not in the reasonable opinion of counsel to the Lessee interfere with such control or defense of such claim; provided, however , that such party’s participation does not constitute a waiver of the indemnification provided in this Section 9.1 ; and provided, further , that if and to the extent that (1) such Indemnified Party is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnified Party to be represented by separate counsel or (2) there is a risk that such Indemnified Party may be subject to criminal liability and such Indemnified Party informs the Lessee that such Indemnified Party desires to be represented by separate counsel or (3) the Lessee has not defended the Claim diligently and in good faith, such Indemnified Party shall have the right to control its own defense of such Claim and the reasonable fees and expenses of such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by the Lessee. So long as no Material Default or Lease Event of Default described in clause (a) , (b) , (g) or (h) of Section 16 of the Facility Lease has occurred and be continuing, no Indemnified Party shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of the Lessee, such consent not to be unreasonably withheld, delayed or conditioned, unless (I) the Indemnified Party waives its rights to indemnification hereunder or (II) the Lessee has not acknowledged its indemnity obligation with respect thereto or (III) the

	Indemnified Party has the right to control its own defense of such Claim pursuant to clause (2) or (3) of the immediately preceding sentence. Nothing contained in this Section 9.1(d) shall be deemed to require an Indemnified Party to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto.

	(e) Subrogation . To the extent that a Claim indemnified by the Lessee under this Section 9.1 is in fact paid by the Lessee or an insurer under an insurance policy maintained by the Lessee (so long as no Material Default or Lease Event of Default shall have occurred and be continuing), such insurer shall be subrogated to the rights and remedies of the Indemnified Party on whose behalf such Claim was paid to the extent of such payment (other than rights of such Indemnified Party under insurance policies maintained at its own expense) with respect to the transaction or event giving rise to such Claim. Should an Indemnified Party receive any refund, in whole or in part, with respect to any Claim paid by the Lessee hereunder, it shall promptly pay over to the Lessee the lesser of (i) the amount refunded reduced by the amount of any Tax incurred by reason of the receipt or accrual of such refund and increased by the amount of any Tax not in excess of the amount of such reduction) saved as a result of such payment or (ii) the amount the Lessee or any of its insurers has paid in respect of such Claim; provided, however, that if a Material Default or a Lease Event of Default shall have occurred and be continuing, the Lessor may apply any such amounts to amounts which have become due and payable by the Lessee attributable thereto.

	(f) Minimize Claims . The Owner Participant, the Lessor, and each of the other Transaction Parties will use their respective reasonable efforts to minimize Claims indemnifiable by the Lessee under this Section 9.1 , including by complying with reasonable requests by the Lessee to do or to refrain from doing any act if such compliance is, in the good faith opinion of the Owner Participant, the Lessor, or such other Transaction Party, as the case may be, of a purely ministerial nature or otherwise has no unindemnified adverse impact on the Owner Participant, the Lessor, or such Transaction Party, as the case may be, or any Affiliate of any thereof or on the business or operations of any of the foregoing.

Section 9.2. General Tax Indemnity.

(a) Indemnity . Except as provided in paragraph (b) below, the Lessee agrees to indemnify each of the Owner Participant, the Lessor, the Trust Company (in its individual capacity and as Owner Trustee), the Indenture Trustee, and the Pass Through Trustee and their respective Affiliates (each of the foregoing, a “ Tax Indemnitee ”) for, to hold each Tax Indemnitee harmless from and to defend each Tax Indemnitee against all Taxes that are imposed upon or with respect to or borne by or asserted against any Tax Indemnitee, the Facility, the Undivided Interest, the Facility Site, the Ground Interest, or any portion or Component thereof or any interest therein, or upon any Operative Document or interest therein, or in any way arising out of, in connection with or relating to, any of the following:

	(i) the acceptance, rejection, delivery, construction, financing, refinancing, acquisition, operation, ownership, possession, maintenance, repair, lease, condition, alteration, modification, restoration, refurbishing, rebuilding, return, transport, assembly, repossession, servicing, dismantling, abandonment, retirement, decommissioning, preparation, installation, storage, replacement, purchase, sale or other disposition, insuring, sublease, or other use or non-use of, the imposition of any lien (or incurrence of any liability to refund or pay over any amount as a result of any lien) on, the Facility, the Undivided Interest, the Ground Interest, the Facility Site or any portion or Component thereof or any interest therein;

	(ii) the conduct of the business or affairs of the Lessee, the Guarantor or FirstEnergy, the Facility or the Facility Site;

	(iii) the execution or delivery of the Operative Documents or any other documents contemplated thereby or the performance, enforcement or amendment of any terms thereof;

	(iv) the payment or receipt of Periodic Rent and Supplemental Rent or any other payment, receipt or earning under the Operative Documents;

	(v) the conveyance of title to the Undivided Interest; or

	(vi) otherwise relating to the transactions contemplated by the Operative Documents.

	(b) Excluded Taxes . There shall be no indemnification under paragraph (a) above for any of the following Taxes (the “ Excluded Taxes ”):

	(i) United States federal income Taxes imposed under Subtitle A of the Code (including minimum taxes).

	(ii) Taxes, including franchise Taxes, which are based on or measured by the net or gross income, capital or net worth, net or gross receipts, excess profits, capital gain or conduct of business (including minimum taxes) (other than Taxes that are, or are in the nature of, sales, use, value-added, property, ad valorem, rental, stamp, transfer, excise or license Taxes) (“ Income Taxes ”) imposed by (i) the Commonwealth of Pennsylvania (or any local jurisdiction or taxing authority located therein), (ii) any foreign government or any foreign taxing authority, (iii) a taxing authority in any jurisdiction in which the Tax Indemnitee is organized, incorporated or has its principal place of business or is otherwise subject to Income Taxes as a result of income, assets or activities that are unrelated to the Transactions, and (iv) any other government or taxing authority, in each case other than Income Taxes imposed as a result of (A) the location, or the use or operation by a Lessee Person, of the Undivided Interest, the

	Facility Site, the Ancillary Facilities or the Facility, or the recording or registration of any Tax Indemnitee’s interest in any of the foregoing, in the jurisdiction imposing such Tax, (B) the execution or delivery of any Operative Document in such jurisdiction, (C) the identity, organization, incorporation, activities or presence of a Lessee Person or (D) the making of any payment under the Operative Documents by or on behalf of the Lessee or any related person (collectively, a “ Lessee Nexus ”).

	(iii) Taxes imposed with respect to a period or event occurring after the expiration or earlier termination of the Facility Lease and, if applicable, the return of the use and possession of the Facility Site and the Undivided Interest in accordance with the requirements of the Facility Lease and the Site Sublease, other than Taxes (i) relating to or arising from events occurring prior to, or simultaneously with, such events or (ii) imposed with respect to any payments due under the Operative Documents.

	(iv) Taxes based on or measured by the fees or other compensation of the Owner Trustee, the Indenture Trustee, the Pass Through Trustee and the Account Bank in connection with the Transactions.

	(v) Taxes imposed on a Tax Indemnitee (i) resulting from the gross negligence, fraud or willful misconduct of such Tax Indemnitee or a related person or (ii) that would not have occurred but for the breach or inaccuracy by such Tax Indemnitee of any of its representations, warranties, covenants or obligations under the Operative Documents.

	(vi) Taxes that are being contested in accordance with Section 9.2(g) during the pendency of such contest.

	(vii) Taxes resulting from (i) a voluntary sale, assignment, transfer or other disposition (A) by such Tax Indemnitee of any interest in the Undivided Interest or any part thereof or (B) of any interest in the Tax Indemnitee, provided, in each case, such sale, assignment, transfer or other disposition is not while a Lease Event of Default is continuing or (ii) any involuntary sale, assignment, transfer or other disposition of the foregoing interests resulting from any bankruptcy or other proceeding for the relief of debtors in which such Tax Indemnitee is a debtor, or from any foreclosure by a creditor of such Tax Indemnitee in each case not attributable to a Lease Default or Lease Event of Default.

	(viii) Taxes incurred or payable by a transferee (including any transfer by merger, consolidation, liquidation, reorganization or otherwise by operation of law) of a Tax Indemnitee to the extent of the excess of such Taxes over the amount of such Taxes which would have been imposed on the original Tax Indemnitee had there been no transfer (determined pursuant to Applicable Law in

	effect at the time of the transfer); provided that such transfer is not while a Lease Event of Default is continuing.

	(ix) Taxes in the nature of an intangible or similar Tax, unless arising as a result of a Lessee Nexus.

	(x) Taxes imposed on any Tax Indemnitee that would not have been imposed but for the Lessor being organized outside the United States or treated as other than a U.S. Person (as defined in Section 7701(a)(30) of the Code) or a grantor trust or a pass through entity for U.S. federal income tax purposes.

	(xi) Taxes that have been included in the Purchase Price.

	(xii) Taxes that result from the failure of a Tax Indemnitee to comply, following notice from the Lessee, with certification, reporting, filing or other similar requirements of the jurisdiction imposing such Tax.

	(xiii) Taxes imposed by any jurisdiction that would not have been imposed on a Tax Indemnitee but for its activities in such jurisdiction unrelated to the transactions contemplated by the Operative Documents.

	(xiv) Value added taxes imposed on a Tax Indemnitee, unless arising as a result of a Lessee Nexus.

(c) Payment . All payments by the Lessee pursuant to this Section 9.2 shall be made on an After-Tax Basis. Each payment required to be made by the Lessee to a Tax Indemnitee pursuant to this Section 9.2 shall be paid either (i) when due directly to the applicable taxing authority by the Lessee if it is permitted to do so, or (ii) where direct payment is not permitted, and with respect to gross up amounts, in immediately available funds to such Tax Indemnitee by the later of (A) 30 days following the Lessee’s receipt of the Tax Indemnitee’s written demand for the payment pursuant to clause (g)(i) below (which demand shall be accompanied by a written statement of the Tax Indemnitee describing in reasonable detail the Taxes for which the Tax Indemnitee is demanding payment and the computation of such Taxes), (B) subject to paragraph (g) below, in the case of amounts which are being contested pursuant to such paragraph (g) , at the time and in accordance with a final determination of such contest, (C) in the case of any indemnity demand for which the Lessee has requested review and determination pursuant to paragraph (d) below, the completion of such review and determination; provided, however , except with respect to amounts being contested pursuant to paragraph (g) below, in no event later than the date which is one Business Day prior to the date on which such Taxes are required to be paid to the applicable taxing authority, or (D) any other such time or times as requested by the Lessee acting in good faith and agreed to by the Tax Indemnitee. Any amount payable to the Lessee pursuant to paragraph (e) or (f) below shall be paid promptly after the Tax Indemnitee realizes a Tax Benefit giving rise to a payment under paragraph (e) or receives a refund or credit giving rise to a payment

	under paragraph (f) , as the case may be, and shall be accompanied by a statement of the Tax Indemnitee computing in reasonable detail the amount of such payment. Upon the final determination of any contest pursuant to paragraph (g) below in respect of any Taxes for which the Lessee has made a Tax Advance, the amount of the Lessee’s obligation under paragraph (a) above shall be reduced by such Tax Advance. Any obligation of the Lessee under this Section 9.2 and the Tax Indemnitee’s obligation to repay the Tax Advance will be satisfied first by set off against each other, and any difference owing by either party will be paid within ten days of such final determination.

	(d) Independent Examination . Within ten days after the Lessee receives any computation from the Tax Indemnitee, the Lessee may request in writing that an independent public accounting firm selected by the Tax Indemnitee and reasonably acceptable to the Lessee review and determine on a confidential basis the amount of any indemnity payment by the Lessee to the Tax Indemnitee pursuant to this Section 9.2 or any payment by a Tax Indemnitee to the Lessee pursuant to paragraph (e) or (f) below. The Tax Indemnitee shall cooperate with such accounting firm and supply it with all information reasonably necessary for the accounting firm to conduct such review and determination; provided that such accounting firm shall agree in writing in a manner reasonably satisfactory to the Tax Indemnitee to maintain the confidentiality of such information. The parties hereto agree that the independent public accounting firm’s sole responsibility shall be to verify the computation of any payment pursuant to this Section 9.2 and that matters of interpretation of this Participation Agreement or any other Operative Document are not within the scope of the independent accountant’s responsibility. The fees and disbursements of such accounting firm will be paid by the Lessee; provided that such fees and disbursements will be paid by the Tax Indemnitee if the verification results in an adjustment in the Lessee’s favor of five percent or more of the indemnity payment or payments as originally computed by the Tax Indemnitee.

	(e) Tax Benefit . If, as the result of any Taxes paid or indemnified against by the Lessee under this Section 9.2 , the aggregate Taxes actually paid by the Tax Indemnitee for any taxable year and not subject to indemnification pursuant to this Section 9.2 are less (whether by reason of a deduction, credit, allocation or apportionment of income or otherwise) than the amount of such Taxes that otherwise would have been payable by such Tax Indemnitee (a “ Tax Benefit ”), then to the extent such Tax Benefit was not taken into account in determining the amount of indemnification payable by the Lessee under paragraph (a) or (c) above and provided no Material Default or Lease Event of Default shall have occurred and be continuing (in which event the payment provided under this Section 9.2(e) shall be deferred until the Material Default or Lease Event of Default has been cured), such Tax Indemnitee shall pay to the Lessee the lesser of (i) (A) the amount of such Tax Benefit, plus (B) an amount equal to any additional Tax Savings realized by the Tax Indemnitee as a result of the payment under clause (A) above and this clause (B) and (ii) the amount of the indemnity paid pursuant to this Section 9.2 giving rise to such Tax Benefit; provided, however , that any excess of (i) over (ii) shall be carried forward and reduce the Lessee’s obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.2 . If it is subsequently determined that the Tax

	Indemnitee was not entitled to such Tax Benefit, the portion of such Tax Benefit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof (other than clauses (v) and (xii) of paragraph (b) ).

	Notwithstanding anything to the contrary herein, each Tax Indemnitee and the Lessee shall determine the allocation of any Tax benefits, savings, credit, deduction or allocation in its sole good faith discretion and each position to be taken on its Tax return shall be in its sole control and it shall not be required to disclose any Tax return or related documentation to any Person.

	(f) Refund . If a Tax Indemnitee obtains a refund or credit of all or part of any Taxes paid, reimbursed or advanced by the Lessee pursuant to this Section 9.2 , the Tax Indemnitee promptly shall pay to the Lessee (i) the amount of such refund or credit (net of any Tax payable by the Tax Indemnitee as a result of the receipt or accrual of such refund or credit) plus (ii) any additional Tax Savings realized by such Tax Indemnitee by reason of such payment to the Lessee; provided that (A) if at the time such payment is due to the Lessee a Material Default or Lease Event of Default shall have occurred and be continuing, such amount shall not be payable until such Material Default or Lease Event of Default has been cured, and (B) the amount payable to the Lessee pursuant to this sentence shall not exceed the amount of the indemnity payment in respect of such refunded or credited Taxes that was made by the Lessee. Any excess of (i) and (ii) over (B) in this Section 9.2(f) shall be carried forward and reduce the Lessee’s obligations to make subsequent payments to such Tax Indemnitee pursuant to this Section 9.2 . If it is subsequently determined that the Tax Indemnitee was not entitled to such refund or credit, the portion of such refund or credit that is required to be repaid or recaptured will be treated as Taxes for which the Lessee must indemnify the Tax Indemnitee pursuant to this Section 9.2 without regard to paragraph (b) hereof. If, in connection with a refund or credit of all or part of any Taxes paid, reimbursed or advanced by the Lessee pursuant to this Section 9.2 , a Tax Indemnitee receives an amount representing interest on such refund or credit, the Tax Indemnitee promptly shall pay to the Lessee (1) the amount of such interest that shall be fairly attributable to such Taxes paid, reimbursed or advanced by the Lessee prior to the receipt of such refund or credit (net of Taxes payable in respect of the receipt or accrual of such interest) and (2) any Tax Savings resulting from payments made by the Tax Indemnitee under (1) and (2) .

	(g) Contest .

(i) Notice of Contest . If a written claim for payment is made by any taxing authority against a Tax Indemnitee for any Taxes with respect to which the Lessee may be liable for indemnity hereunder (a “ Tax Claim ”), such Tax Indemnitee shall give the Lessee written notice of such Tax Claim promptly after its receipt, and shall furnish the Lessee with copies of such Tax Claim and all other writings received from the taxing authority to the extent relating to such Tax Claim; provided that, without limiting any damage claims or remedy the Lessee

	may otherwise have for such failure, failure to so notify the Lessee shall not relieve the Lessee of any obligation to indemnify the Tax Indemnitee hereunder except to the extent that such failure increases the amount otherwise required to be paid pursuant to this Section 9.2 .

	(ii) Control of Contest . Subject to paragraph (g)(iii) below, at the election of the Lessee, the Lessee (A) will be entitled to contest (acting through counsel selected by the Lessee and reasonably satisfactory to the Tax Indemnitee), and control the contest of, any Tax Claim either in its own name or the name of the Tax Indemnitee if (x) such Tax Claim may be pursued independently from any claim for Taxes for which the Lessee is not obligated to indemnify the Tax Indemnitee, (y) the Lessee shall have acknowledged in writing its liability hereunder if the Tax Claim is not successful, and (z) the Tax Indemnitee has reasonably determined, acting in good faith, that it will not be adversely affected by the Lessee’s control of such Tax Claim (a “ Lessee-Controlled Contest ”), or (B) may require that the Tax Indemnitee in good faith contest such Tax Claim. The following rules shall apply with respect to any contest hereunder:

	(1) With respect to a Lessee-Controlled Contest:

	a. the Lessee shall control any such claim (acting through counsel selected by the Lessee and reasonably satisfactory to the Tax Indemnitee) at the Lessee’s expense;

	b. the decisions regarding what actions to be taken shall be made by the Lessee in its sole judgment, acting reasonably and in good faith; and

	c. the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee’s prior written consent except as provided in paragraph (g)(iv) below; and

	d. the Lessee shall consult in good faith with the Tax Indemnitee and its designated counsel with respect to such Tax Claim and shall provide the Tax Indemnitee with copies of any reports or claims (or extracts therefrom) issued by the relevant auditing agents or taxing authority relating to such Tax Claim.

	(2) With respect to the contest of any Tax Claim pursuant to clause (B) of Section 9.2(g)(ii) hereof:

a. the Tax Indemnitee shall control any such claim (acting through counsel selected by the Tax Indemnitee and reasonably satisfactory to the Lessee) at the Lessee’s expense;

	b. the decisions regarding what actions to be taken shall be made by the Tax Indemnitee in its sole judgment, acting reasonably and in good faith;

	c. the Tax Indemnitee shall not otherwise settle, compromise or abandon such contest without the Lessee’s prior written consent, except as provided in paragraph (g)(iv) below; and

	d. the Tax Indemnitee shall consult in good faith with the Lessee and its designated counsel with respect to such Tax Claim and shall provide the Lessee with copies of any reports or claims (or extracts therefrom) issued by the relevant auditing agents or taxing authority relating to such Tax Claim.

	(iii) Conditions of Contest . Notwithstanding the foregoing, no contest with respect to a Tax Claim will be required or permitted pursuant to this Section 9.2 , and the Lessee shall be required to pay the applicable Taxes without contest, unless:

	(1) within 30 days after written notice by the Tax Indemnitee to the Lessee of such Tax Claim (or such shorter period, to be specified by the Tax Indemnitee in such notice, as required for taking action with respect to such Tax Claim), the Lessee shall request in writing to the Tax Indemnitee that such Tax Claim be contested,

	(2) no Material Default or Lease Event of Default has occurred and is continuing,

	(3) there is no reasonably foreseeable risk of sale, forfeiture or loss of, or the creation of any Lien on, the Facility, the Facility Site, the Undivided Interest, the Ground Interest, or any portion or Component thereof or any interest therein as a result of such Tax Claim,

	(4) there is no reasonably foreseeable risk of imposition of any criminal penalties or liabilities,

	(5) if such contest involves payment of such Tax, the Lessee has advanced such amount necessary to pay the Tax to the Tax Indemnitee or its Affiliates on an interest-free basis and with no after-Tax cost to such Tax Indemnitee (a “ Tax Advance ”),

	(6) the Lessee has agreed to pay (and pays on demand), and with no after-Tax cost to such Tax Indemnitee or its Affiliates, all reasonable costs, losses and expenses incurred by the Tax Indemnitee in connection with the contest of such claim (including, without limitation, all reasonable legal,

	accounting and investigatory fees and disbursements and penalties, interest and additions to Tax),

	(7) if the subject matter of such claim shall be of a continuing or recurring nature and shall have previously been decided pursuant to this paragraph (g) , there shall have been a change in law after such previously decided claim and such Tax Indemnitee receives, at the Lessee’s sole cost, an opinion of counsel selected by such Tax Indemnitee and reasonably acceptable to the Lessee to the effect that such change is favorable to the position asserted in the previous contest,

	(8) no appeal to the U.S. Supreme Court shall be required or permitted, and

	(9) in the case of a Tax Claim other than a Lessee-Controlled Contest, the amount of the claim and all future related claims exceeds $25,000 and, if requested by the Tax Indemnitee, the Lessee shall have delivered to the Tax Indemnitee an opinion of Independent Tax Counsel that there is a reasonable basis to contest such Tax Claim.

	(iv) Waiver of Indemnification . Notwithstanding anything to the contrary contained in this Section 9.2 , the Tax Indemnitee at any time may elect to decline to take any action or any further action with respect to (and the Lessee shall not be permitted to contest) a Tax Claim and may in its sole discretion settle or compromise any contest with respect to such Tax Claim without the Lessee’s consent if the Tax Indemnitee:

	(1) waives its right to any indemnity payment by the Lessee pursuant to this Section 9.2 in respect of such Tax Claim (and any other claim for Taxes with respect to any other taxable year the contest of which is effectively precluded by the Tax Indemnitee’s declination to take action with respect to the Tax Claim), and

	(2) promptly repays to the Lessee any Tax Advance and any amount paid to such Tax Indemnitee under Section 9.2(a) above in respect of such Taxes.

	Except as provided in the preceding sentence, any such waiver shall be without prejudice to the rights of the Tax Indemnitee with respect to any other Tax Claim.

	(h) Reports .

(i) If any report, statement or return is required to be filed by a Tax Indemnitee with respect to any Tax that is subject to indemnification under this Section 9.2 , the Lessee will (A) notify the Tax Indemnitee in writing of such

	requirement not later than 30 days prior to the date such report, statement or return is required to be filed (determined without regard to extensions) and (B) either (1) unless directed by the Tax Indemnitee otherwise, if permitted by Applicable Law, prepare such report, statement or return for filing by the Lessee in such manner as will show the ownership of the Undivided Interest by the Lessor for United States federal, state and local income tax purposes (if applicable), send a copy of such report, statement or return to the Tax Indemnitee and timely file such report, statement or return with the appropriate taxing authority, or (2) in all other cases, prepare and furnish to such Tax Indemnitee not later than 30 days prior to the date such report, statement or return is required to be filed (determined without regard to extensions) a proposed form of such report, statement or return for filing by the Tax Indemnitee; provided that the only consequence for failure of the Tax Indemnitee to file such report, statement or return after compliance by the Lessee with the requirements hereof shall be a loss of indemnification from the Lessee in respect of any Tax to the extent resulting from such failure.

	(ii) Each of the Tax Indemnitee and the Lessee, as the case may be, will timely provide the other, at the Lessee’s expense, with all information in its possession that the other party may reasonably require and request to satisfy its Tax filing obligations; provided that the Owner Participant and its Affiliates shall not be required to provide to the Lessee, and the Lessee shall not be required to provide to any Tax Indemnitee, copies of its income tax returns or any other information in respect of its income tax returns or reporting positions that such Person considers confidential.

(i) Non-Parties . If a Tax Indemnitee is not a party to this Agreement, the Lessee may require such Tax Indemnitee to agree in writing, in a form reasonably acceptable to the Lessee, to the terms of this Section 9.2 and any other relevant provision hereof prior to making any payment to such Tax Indemnitee under this Section. Subject to the preceding sentence, the Lessee’s obligations under this Section 9.2 shall inure to the benefit of each and every Tax Indemnitee without regard to whether such Tax Indemnitee is a party to this Agreement.

SECTION 10. LESSEE’S RIGHT OF QUIET ENJOYMENT

Each party to this Agreement acknowledges notice of, and consents in all respects to, the terms of the Facility Lease, the Site Lease and the Site Sublease and expressly, severally and as to its own actions only, agrees that, so long as no Lease Event of Default has occurred and is continuing and neither the Lessor nor the Indenture Trustee (as assignee of the Lessor) has commenced the exercise of remedies under the Facility Lease that it may have therein as a result thereof, it shall not take or cause to be taken any action or direct that any action be taken that would interfere with or interrupt the quiet enjoyment of the use, operation and possession by the Lessee of its rights and interests in the Undivided Interest or the Ground Interest subject to the terms of the Facility Lease and the Site Sublease.

SECTION 11. SUPPLEMENTAL FINANCING MODIFICATIONS; OPTIONAL REFINANCINGS

Section 11.1. Financing Modifications. Upon the request of the Lessee delivered at least 30 days prior to any proposed financing of a portion of the cost of any Required Modification or non-Severable Modification and subject to the consent of the Owner Participant, the Lessor and the Indenture Trustee shall cooperate with the Lessee, to the extent permitted under Rev. Proc. 2001-28, to (a) issue Additional Notes under the Indenture to finance such Modification which will rank pari passu with the Initial Notes and/or any Additional Notes then outstanding; (b) execute and deliver one or more supplements to the Indenture for the purpose of subjecting the Lessor’s interest in any such Modifications to the Liens thereof, and (c) execute and deliver an amendment to the Facility Lease to reflect the adjustments required by clause (c) below. If the Owner Participant consents to finance such Modifications through the issuance of Additional Notes under Section 2.12(a) of the Indenture (any financing of Modifications through the issuance of such Additional Notes under the Indenture being called a “ Supplemental Financing ”), such Supplemental Financing shall be subject to the following additional conditions:

	(a) The Basic Rent and Termination Amounts (determined without regard to any Tax benefits associated with such Modifications, unless the Owner Participant is making an Additional Equity Investment) shall, subject to Section 12.2 , be adjusted as agreed to by the Owner Participant and Lessee at the time of such financing;

	(b) The Rating Agencies have confirmed that such financing shall not result in a withdrawal or downgrade of the credit rating of the Pass Through Certificates below that in effect on the date of the financing (except that, in respect of Required Modifications, this clause (B) will not be applicable);

	(c) Such financing is for an amount not greater than the Lessor’s Percentage of the cost of the Modifications being financed, nor for an amount less than $20 million multiplied by the Lessor’s Percentage;

	(d) As of the closing date of the Supplemental Financing, the aggregate balance of the Notes (including the additional debt being financed and taking into account all Modifications) shall not exceed 87% of the fair market value of the Undivided Interest;

	(e) No Lease Event of Default shall have occurred and be then continuing unless the Modifications are intended to cure such Lease Event of Default and comply in all material respects with the Operative Documents;

	(f) The final maturity date of the Additional Notes will be no later than the final maturity date of the Initial Notes and will be repaid in full out of additional Basic Rent during the Lease Term;

	(g) The Owner Participant shall have received an opinion of independent tax counsel to the effect that such Supplemental Financing will not cause any adverse Tax consequences to the Owner Participant;

	(h) The Supplemental Financing shall not change the Owner Participant’s treatment of the transaction under FASB 13;

	(i) The Supplemental Financing shall not result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Code; and

	(j) The Owner Participant shall be paid a fee of $100,000 in connection with such Supplemental Financing.

Section 11.2. Cooperation. The Owner Participant will consider in good faith any requests by the Lessee to refinance the Lease Debt; provided that any such refinancing of the Lease Debt shall otherwise be in accordance with the terms of the Operative Documents and other conditions to such refinancing agreed to by Lessee and the Owner Participant shall have been satisfied.

Section 11.3. Other Financing. Notwithstanding the foregoing in this Section 11 , the Lessee shall, at any and all times, have the right to fund Modifications to the Facility other than through the Facility Lease.

SECTION 12. CERTAIN ADJUSTMENTS TO PERIODIC RENT, TERMINATION AMOUNTS AND OTHER
AMOUNTS

Section 12.1. Pre-Closing Adjustments. Prior to the Closing Date, the Rent Factors shall be adjusted, either upward or downward, as the case may be (in either case, a “ Rent Adjustment ”), in the event of either of the following:

	(a) to reflect any changes in the Pricing Assumptions (including any changes in the assumed amortization schedules for the Notes) or the Tax Assumptions from those specified in Schedule 2 hereto and in Section 1 of the Tax Indemnity Agreement, respectively; and

	(b) at the request of the Lessee or the Owner Participant, to reflect any enactment, promulgation, release or adoption of, amendment to or change in the Code or Treasury Regulations (other than changes affecting alternative minimum tax provisions) (“ Tax Law Change ”) that is enacted, promulgated, released or adopted prior to the Closing Date and effective in respect of the U.S. federal income tax treatment of the Overall Transaction.

Rent Adjustments will be calculated by the Owner Participant so as to preserve the Owner Participant’s Net Economic Return without altering the credit profile such that the Termination Amount reflected on the relevant schedule attached to the Form of Facility Lease Agreement attached as Exhibit C on any Termination Date while the Notes are outstanding shall

not increase by more than 1.0% of the Purchase Price; provided, however, that each adjustment of Basic Rent and Allocated Rent shall comply with the requirements of Rev. Proc. 2001-28, as modified and as in effect at the time of such adjustment, and Section 467 of the Code and any proposed, temporary or final regulations thereunder as in effect at the time of such adjustment, and shall not cause the Facility Lease to be a “disqualified leaseback or long-term agreement” within the meaning of Section 467 of the Code and any such regulations thereunder. Such adjustment and the corresponding adjustments to the other Rent Factors shall be computed by such Owner Participant on the same basis that was used in calculating the Rent Factors as set forth in the schedules to the Facility Lease on the date hereof.

I f any adjustment required by this Section 12.1 would result in (A) the Facility Lease not qualifying as an operating lease for the Lessee under FASB 13 or FASB 98, or (B) the aggregate of all rent adjustments made on or before, or contemplated to be made on, the Closing Date (other than adjustments to reflect a change in Transaction Expenses or the actual interest rate of the Pass Through Certificates) causing the after-tax net present value of Basic Rent discounted at the Discount Rate to increase by more than 100 basis points from the amounts reflected on Schedule 1-A to the form of the Facility Lease attached as Exhibit C , then the Lessee shall not be obligated to close the Overall Transaction. Any adjustment pursuant to this Section 12.1 shall be calculated, at the option of the Lessee, to minimize the average annual Basic Rent over the Basic Term for the Lessee’s GAAP accounting purposes and/or the net present value to the Lessee of the Basic Rent.

Section 12.2. Post-Closing Adjustments.

Any adjustments after the Closing Date in the Basic Rent and the Termination Amounts shall be made only as the Lessee and the Lessor may agree in accordance with the terms of the Facility Lease.

SECTION 13. TRANSFER OF THE LESSEE OWNERSHIP

Section 13.1. No Assignment of Operative Documents. The Lessee covenants and agrees that it shall not during the Lease Term assign the Facility Lease or any other Operative Document, or any interest therein, without the prior written consent of the Owner Participant, such consent not to be unreasonably withheld, delayed or conditioned, but subject to Section 13.2 hereof. Notwithstanding the foregoing, but subject to Section 13.2 hereof, the Lessee may assign all or any part of the Facility Lease, its leasehold interest therein, and any other Operative Document to which it is a party, or any interest therein, to any of its Affiliates without the consent of the Lessor, the Owner Participant, the Indenture Trustee or any other Transaction Party.

Section 13.2. Conditional Assignment. Assignment under Section 13.1 hereof by the Lessee shall be permitted (i) if the Lessee continues to remain liable under the Facility Lease and the other Lessee Documents after giving effect to such assignment or assignments and the Guarantor shall remain fully liable for its obligations under the Guaranty, and (ii) the following conditions have been satisfied:

	(a) The Lessor, Owner Participant, Indenture Trustee and Pass Through Trustee shall have received opinions of counsel (in form and substance reasonably satisfactory to such recipients) (A) to the effect that all regulatory approvals required in connection with such assignment or necessary to assume the Lessee’s obligations under the Lessee Documents shall have been obtained; and (B) as to the assignment and assumption agreement referred to below.

	(b) Such assignment shall be pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to the Lessor, Owner Participant, Indenture Trustee and Pass Through Trustee.

	(c) No Material Default or Lease Event of Default shall have occurred and be then continuing or would result from such assignment that has not been waived.

	(d) The assignment shall not cause the regulation of the Owner Participant or the Lessor as a public utility or public utility holding company.

	(e) The assignment shall not result in a Regulatory Event of Loss.

	(f) The Lessee shall pay, on an After-Tax Basis, all reasonable, documented, out-of-pocket expenses (including reasonable and documented fees and expenses of its outside counsel) of the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee in connection with such assignment.

SECTION 14. MISCELLANEOUS

Section 14.1. Consents; Cooperation. The Owner Participant covenants and agrees that it shall not unreasonably withhold or delay its consent with respect to any consent requested of the Lessor under the terms of the Operative Documents that by its terms is not to be unreasonably withheld or delayed by the Lessor.

Section 14.2. Successor Owner Trustee. The parties hereto agree that the transfer or assignment pursuant to the terms of the Trust Agreement by the Owner Trustee to a successor Owner Trustee will not violate the terms of any Operative Document.

Section 14.3. Bankruptcy of Trust Estate. If (a) all or any part of the Trust Estate becomes the property of a debtor subject to the reorganization provisions of the Bankruptcy Code, as amended from time to time, (b) pursuant to such reorganization provisions the Owner Participant is required, by reason of the Owner Participant being held to have recourse liability to the debtor or the trustee of the debtor directly or indirectly, to make payment on account of any amount payable as principal or interest on the Notes, and (c) the Indenture Trustee actually receives any Excess Amount, as defined below, which reflects any payment by the Owner Participant on account of clause (b) above, the Indenture Trustee shall promptly refund to the Owner Participant such Excess Amount (and, to the extent so refunded, such amount owing under the Notes shall be reinstated). For purposes of this Section 14.3 , “ Excess Amount ” means the amount by which

such payment exceeds the amount which would have been received by the Indenture Trustee if the Owner Participant had not become subject to the recourse liability referred to in clause (b) above.

Section 14.4. Notices. Unless otherwise expressly specified or permitted by the terms hereof, all communications and notices provided for herein shall be in writing or by telecopy transmission, and any such notice shall become effective (a) upon personal delivery thereof, including, without limitation, by overnight mail or courier service, (b) in the case of notice by United States mail, certified or registered, postage prepaid, return receipt requested, upon receipt thereof, or (c) in the case of notice by telecopy transmission, upon receipt by the sender of a confirmation report that all pages of the telecopy transmission were properly transmitted, in each case addressed to each party hereto at its address set forth below or, in the case of any such party hereto, at such other address as such party may from time to time designate by written notice to the other parties hereto:

	If to the Lessee:

	FirstEnergy Generation Corp. 76 South Main St. Akron, Ohio 44308 Attention: Vice President and Treasurer Attention: Associate General Counsel Facsimile: 330.384.3875

	If to the Guarantor:

	FirstEnergy Solutions Corp. 76 South Main St. Akron, Ohio 44308 Attention: Vice President and Treasurer Attention: Associate General Counsel Facsimile: 330.384.3875

	If to the Lessor, the Trust Company or the Owner Trustee:

	Mansfield 2007 Trust A c/o U.S. Bank Trust National Association 300 Delaware Avenue, 9th Floor Wilmington, DE 19801 Attention: Corporate Trust Services Facsimile: 302.567.3717

	With a copy to the Owner Participant

	If to the Owner Participant:

	Hillbrook Corp.
	50 Danbury Rd.
	Suite 100
	Wilton, CT 06897
	Attention: Chief Financial Officer
	Facsimile: 203.222.4780

	With a copy to the General Counsel

	If to the Indenture Trustee:

	The Bank of New York Trust Company, N.A.
	1660 West 2nd Street, Suite 830
	Cleveland, OH 44113
	Attention: Corporate Trust Department Facsimile: 216.621.1441

	If to the Pass Through Trustee:

	The Bank of New York Trust Company, N.A.
	1660 West 2nd Street, Suite 830
	Cleveland, OH 44113
	Attention: Corporate Trust Department Facsimile: 216.621.1441

A copy of all notices provided for herein shall be sent by the party giving such notice to each of the other parties hereto. In addition, the Lessee shall (unless otherwise directed by the applicable Rating Agency) provide to each Rating Agency a copy of any information, report or notice it gives to the Indenture Trustee hereunder or any other Operative Documents.

Section 14.5. Survival.

All warranties, representations, indemnities and covenants made by any party hereto, herein or in any certificate or other instrument delivered by any such party or on behalf of any such party under this Agreement shall be considered to have been relied upon by each other party hereto and shall survive the consummation of the transactions contemplated hereby and in the other Operative Documents regardless of any investigation made by any such party or on behalf of any such party. In addition, the indemnifications by the Lessee under Sections 9.1 and 9.2 of this Agreement, subject to Sections 9.1(b) and 9.2(b) , respectively, and the obligations of the Lessee under the Site Lease, the Tax Indemnity Agreement, the Support Agreement and the Operating Agreement, and the obligations of the Guarantor under the Guaranty, shall expressly

survive the expiration or early termination (in either case, for whatever reason) of the Facility Lease or any of the other Operative Documents or the transfer or other disposition of the respective interests of the Lessee, the Owner Participant, the Lessor, the Indenture Trustee, the Pass Through Trustee and the Certificateholders in, to and under this Agreement and the other Operative Documents.

Section 14.6. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and assigns as permitted by and in accordance with the terms hereof, including each successive holder of the Trust Interest permitted under Section 7.1 and each successive transferee or transferees of Notes permitted under Section 2.8 of the Indenture. Except as expressly provided herein or in the other Operative Documents, no party hereto may assign its interests herein without the prior written consent of the other parties hereto.

Section 14.7. Governing Law. This Agreement has been delivered in the State of New York and shall be in all respects governed by and construed in accordance with the laws of the State of New York including all matters of construction, validity and performance without giving effect to the conflicts of laws provisions thereof except New York General Obligations Law Section 5-1401.

Section 14.8. Severability. If any provision hereof shall be invalid, illegal or unenforceable under Applicable Law, the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired thereby.

Section 14.9. Counterparts. This Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement.

Section 14.10. Headings and Table of Contents. The headings of the sections of this Agreement and the Table of Contents are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

Section 14.11. Limitation of Liability.

(a) None of the Owner Participant, the Lessor, the Trust Company, (in its individual capacity or as the Owner Trustee), the Indenture Trustee, the Indenture Company, the Pass Through Trustee, the Pass Through Trust Company or the Certificateholders shall have any obligation or duty to the Lessee or to others with respect to the transactions contemplated hereby or by the other Operative Documents, except those obligations or duties expressly set forth in this Agreement, the Operating Agreement and the other Operative Documents to which such Person is a party, and none of the Owner Participant, the Lessor, the Trust Company (in its individual capacity or as the Owner Trustee), the Indenture Trustee, the Indenture Company, the Pass Through Trustee, the Pass Through Trust Company or the Certificateholders shall be liable for performance by any other party hereto or to the other Operative Documents of such other party’s obligations or duties hereunder. Without limitation of the generality of the

	foregoing, under no circumstances whatsoever shall the Owner Participant be liable for any action or inaction on the part of the Lessor in connection with the transactions contemplated herein or in the other Operative Documents, whether or not such action or inaction is caused by willful misconduct or gross negligence of the Lessor, unless such action or inaction is at the written direction of the Owner Participant.

	(b) Neither the Lessee nor any other FirstEnergy Party shall have any obligation or duty to the Owner Participant, the Lessor, the Trust Company, the Owner Trustee, the Indenture Trustee, the Indenture Company, the Pass Through Trustee, the Pass Through Trust Company, the Certificateholders or to others with respect to the transactions contemplated hereby, except those obligations or duties expressly set forth in this Agreement, the Operating Agreement and the other Operative Documents.

	(c) The Indenture Company and the Pass Through Trust Company are entering into the Operative Documents to which they are a party solely as trustees under the Indenture and the Pass Through Trust Agreement, respectively, and not in their individual capacities, except as expressly provided herein or therein, and in no case whatsoever shall the Indenture Company or the Pass Through Trust Company be personally liable for, or for any loss in respect of, any of the statements, representations, warranties, agreements or obligations of the Lessor hereunder or under any other Operative Document, as to all of which the other parties hereto agree to look solely to the Indenture Estate and the Trust Estate, respectively; provided, however , that the Indenture Company and the Pass Through Trust Company shall be liable hereunder for their own negligence or willful misconduct or for a breach of their representations, warranties and covenants made in their individual capacity under any Operative Document.

	(d) The right of the Indenture Trustee or the Pass Through Trustee to perform any discretionary act enumerated herein or in any other Operative Document (including, without limitation, the right to consent to any action which requires their consent and the right to waive any provision of, or consent to any change or amendment to, any of the Operative Documents) shall not be construed as a duty, and neither the Indenture Trustee nor the Pass Through Trustee shall be liable or answerable for other than its negligence or willful misconduct in the performance of such acts. In connection with any such discretionary acts, the Indenture Trustee may in its sole discretion (but shall not, except as otherwise provided herein or in the Indenture or as otherwise required by Applicable Law, have any obligation to) request the approval or instruction of the Pass Through Trustee as the holder of the Notes, and the Pass Through Trustee may in its sole discretion (but shall not, except as otherwise provided in the Operative Documents or as otherwise required by Applicable Law, have any obligation to) request the approval of the Certificateholders.

	(e) The Owner Participant will give the Lessee at least 15 days’ prior notice of any proposed amendment or supplement to the Trust Agreement (other than an amendment solely effecting a transfer of the Owner Participant’s interest in the Trust

Estate) and deliver true, complete and fully executed copies to the Lessee of any amendment or supplement to the Trust Agreement.

Section 14.12. Consent to Jurisdiction; Waiver of Trial by Jury; Process Agent .

	(a) Each of the parties hereto (i) hereby irrevocably submits to the nonexclusive jurisdiction of the Supreme Court of the State of New York, New York County (without prejudice to the right of any party to remove to the United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Agreement, the other Operative Documents, or the subject matter hereof or thereof or any of the transactions contemplated hereby or thereby brought by any of the parties hereto or their successors or assigns; (ii) hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court, or in such federal court; and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding any claim that it is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement, the other Operative Documents, or the subject matter hereof or thereof may not be enforced in or by such court.

	(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER OPERATIVE DOCUMENTS, OR THE SUBJECT MATTER HEREOF OR THEREOF OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY BROUGHT BY ANY OF THE PARTIES HERETO OR THEIR SUCCESSORS OR ASSIGNS.

Section 14.13. Further Assurances.

Each party hereto will promptly and duly execute and deliver such further documents to make such further assurances for and take such further action reasonably requested by any party to whom such first party is obligated, all as may be reasonably necessary to carry out more effectively the intent and purpose of this Agreement and the other Operative Documents.

Section 14.14. Effectiveness. This Agreement has been dated as of the date first above written for convenience only. This Agreement shall be effective on the date of execution and delivery by each of the parties hereto.

Section 14.15. Measuring Life. If and to the extent that any of the options, rights and privileges granted under this Agreement, would, in the absence of the limitation imposed by this sentence, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule

or law relating to the vesting of interests in property or the suspension of the power of alienation of property, then it is agreed that notwithstanding any other provision of this Agreement, such options, rights and privileges, subject to the respective conditions hereof governing the exercise of such options, rights and privileges, will be exercisable only during (a) the longer of (i) a period which will end 21 years after the death of the last survivor of the descendants living on the date of the execution of this Agreement of the following Presidents of the United States: Franklin D. Roosevelt, Harry S. Truman, Dwight D. Eisenhower, John F. Kennedy, Lyndon B. Johnson, Richard M. Nixon, Gerald R. Ford, James E. Carter, Ronald W. Reagan, George H.W. Bush, William J. Clinton and George W. Bush, or (ii) the period provided under the Uniform Statutory Rule Against Perpetuities or (b) the specific applicable period of time expressed in this Agreement, whichever of (a) and (b) is shorter.

Section 14.16. No Partnership, Etc. The parties hereto intend that nothing contained in this Participation Agreement or any other Operative Document shall be deemed or construed to create a partnership, joint venture or other co-ownership arrangement by and among any of them.

Section 14.17. Entire Agreement. This Agreement and the other Operative Documents, constitutes the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all oral and all prior written agreements and understandings with respect to such subject matter; provided that, notwithstanding the foregoing, the obligations of FirstEnergy with respect to fees and expenses set forth in the letter agreement dated November 3, 2006 between FirstEnergy and McManus & Miles Incorporated, as subsequently amended, shall not be superseded hereby and shall remain in full force and effect.

Section 14.18. Confidentiality of Information.

Each of the parties hereto agrees that any information (a) contained herein or in the other Operative Documents (including any terms, conditions, agreements, financial projections, and other financial and operating information contained herein or therein, and the terms of any insurance policies required or otherwise maintained pursuant hereto), (b) disclosed or to be disclosed by one such party to another such party (for purposes of this Section 14.18 , each of the parties to this Agreement being referred to herein as a “ Receiving Party ”) in connection with this Agreement or any other Operative Document, or (c) otherwise received in connection with this Agreement or any other Operative Document (or the transactions contemplated thereby) and designated by the disclosing party in writing as confidential, shall, in each case, be kept confidential by the Receiving Party and shall not be used otherwise than in connection with the business of the Parties contemplated hereunder except:

	(a) to the extent such information is generally available to the public prior to the Receiving Party’s receipt thereof, or which becomes public after such receipt, but through no violation by such Receiving Party of this Section 14.18 ;

	(b) as may be required by Applicable Law or by judicial process;

	(c) as may be independently developed by the Receiving Party other than in connection with the transactions contemplated hereby with respect to the Facility or the Facility Site;

	(d) to the extent such information is in the possession of the Receiving Party prior to the Receiving Party’s receipt thereof from one of the other parties hereto or otherwise in connection with this Agreement or any other Operative Document or subsequently comes into the possession of the Receiving Party from a source that is not one of the other parties hereto and is not, to the Receiving Party’s knowledge, otherwise subject to a duty of confidentiality with respect to such information or not otherwise in connection with this Agreement or any other Operative Document;

	(e) as may be disclosed to the Receiving Party’s directors, officers, employees, affiliates, counsel, auditors, accountants, advisors or other representatives in connection with the Overall Transaction, or to any regulatory, self-regulatory or similar authority;

	(f) to the extent used in connection with any litigation to which the Receiving Party is a party, provided that the other parties hereto shall have been given prior written notice (to the extent permitted by law and to the extent practicable) of such proposed disclosure;

	(g) as may be disclosed to any transferee or proposed transferee of the Receiving Party; provided , however , that, prior to any such disclosure, any such transferee or proposed transferee, as the case may be, shall have agreed in writing to be bound by the terms of this Section 14.18 or an equally restrictive non-disclosure obligation with respect to such information; or

	(h) as may be necessary or desirable in connection with the enforcement of remedies by any party to any of the Operative Documents.

The foregoing obligation as to confidentiality and non-use shall survive the termination of this Agreement for a period of three years.

Section 14.19. Amendments, Etc. No Operative Document nor any of the terms thereof (including the terms of this Section 14.19 ) may be terminated, amended, supplemented, waived or modified, except by an instrument in writing (a) signed, in the case of a waiver, by the party against which enforcement of such waiver is sought, and no such waiver shall become effective unless signed copies thereof shall have been delivered to each such party or (b) in the case of termination, amendments, supplements or modifications, consented to by all parties hereto; provided, however , that (i) the consent of the Lessee is not required in the case of amendments to any Operative Document to which the Lessee is not a party and which would not increase or accelerate the Lessee’s or the Guarantor’s obligations under any of the Operative Documents nor impair the Lessee’s or the Guarantor’s rights under any of the Operative Documents and (ii) the consent of the Trust Company, the Indenture Trustee and the Pass Through Trustee is not

required in the case of amendments to Excepted Payments. Notwithstanding the foregoing, Section 5.6 of the Indenture shall not be amended without the Guarantor’s consent.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement effective as of June 26, 2007.

	FIRSTENERGY GENERATION CORP.

	By: /s/ James F. Pearson
	Name: James F. Pearson
	Title: Vice President and Treasurer

	FIRSTENERGY SOLUTIONS CORP.

	By: /s/ James F. Pearson
	Name: James F. Pearson
	Title: Vice President and Treasurer

	MANSFIELD 2007 TRUST A

	By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee

	By: /s/ Mildred F. Smith
	Name: Mildred F. Smith
	Title: Vice President

	U.S. BANK TRUST NATIONAL ASSOCIATION, in its individual capacity as Trust Company

	By: /s/ Mildred F. Smith
	Name: Mildred F. Smith
	Title: Vice President

	HILLBROOK CORP.

	By: /s/ William C. Kolbert
	Name: William C. Kolbert
	Title: Executive Vice President, Chief

	THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Indenture Trustee

	By: /s/ Biagio S. Impala
	Name: Biagio S. Impala
	Title: Vice President

	THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee

	By: /s/ Biagio S. Impala
	Name: Biagio S. Impala
	Title: Vice President

APPENDIX A - DEFINITIONS AND RULES OF INTERPRETATION

RULES OF INTERPRETATION

In this Appendix A and each Operative Document (as hereinafter defined), unless otherwise provided herein or therein:

(a) the terms set forth in this Appendix A or in any such Operative Document shall have the meanings herein provided for and any term used in an Operative Document and not defined therein or in this Appendix A but in another Operative Document shall have the meaning herein or therein provided for in such other Operative Document;

(b) any term defined in this Appendix A by reference to another document, instrument or agreement shall continue to have the meaning ascribed thereto whether or not such other document, instrument or agreement remains in effect;

(d) words importing a gender include any gender;

(e) a reference to a part, clause, section, paragraph, article, party, annex, appendix, exhibit, schedule or other attachment to or in respect of an Operative Document is a reference to a part, clause, section, paragraph, or article of, or a party, annex, appendix, exhibit, schedule or other attachment to, such Operative Document unless, in any such case, otherwise expressly provided in any such Operative Document;

(f) a reference to any statute, regulation, proclamation, ordinance or law includes all statutes, regulations, proclamations, ordinances or laws varying, consolidating or replacing the same from time to time, and a reference to a statute includes all regulations, policies, protocols, codes, proclamations and ordinances issued or otherwise applicable under that statute unless, in any such case, otherwise expressly provided in any such statute or in such Operative Document;

(g) a definition of or reference to any document, schedule, exhibit, instrument or agreement includes an amendment or supplement to, or restatement, replacement, modification or novation of, any such document, schedule, exhibit, instrument or agreement unless otherwise specified in such definition or in the context in which such reference is used;

(h) a reference to a particular section, paragraph or other part of a particular statute shall be deemed to be a reference to any other section, paragraph or other part substituted therefor from time to time;

(i) if a capitalized term describes, or shall be defined by reference to, a document, instrument or agreement that has not as of any particular date been executed and delivered and such document, instrument or agreement is attached as an exhibit to the

Participation Agreement (as hereinafter defined), such reference shall be deemed to be to such form and, following such execution and delivery and subject to paragraph (g) above, to the document, instrument or agreement as so executed and delivered;

(j) a reference to any Person (as hereinafter defined) includes such Person’s successors and permitted assigns;

(k) any reference to “days” means calendar days unless “Business Days” (as hereinafter defined) are expressly specified;

(l) if the date as of which any right, option or election is exercisable, or the date upon which any amount is due and payable, is stated to be on a date or day that is not a Business Day, such right, option or election may be exercised, and such amount shall be deemed due and payable, on the next succeeding Business Day with the same effect as if the same was exercised or made on such date or day (without, in the case of any such payment, the payment or accrual of any interest or other late payment or charge; provided that such payment is made on such next succeeding Business Day);

(m) any reference to the satisfaction, release and/or discharge of the Indenture or the Collateral Documents (each as hereinafter defined) or the Lien (as hereinafter defined) thereof or words of similar import shall, whether or not so expressly stated, be deemed to be a reference to the satisfaction, release and discharge in full and cancellation of the Lien of the Indenture or the Collateral Documents, as the case may be, in accordance with the express provisions thereof;

(n) words such as “hereunder”, “hereto”, “hereof” and “herein” and other words of similar import shall, unless the context requires otherwise, refer to the whole of the applicable document and not to any particular article, section, subsection, paragraph or clause thereof; and

(o) a reference to “including” means including without limiting the generality of any description preceding such term, and for purposes hereof and of each Operative Document the rule of ejusdem generis shall not be applicable to limit a general statement, followed by or referable to an enumeration of specific matters, to matters similar to those specifically mentioned.

DEFINED TERMS

“20-Year MACRS Deduction” shall have the meaning set forth in Section 1(b)(i) of the Tax Indemnity Agreement.

“467 Loan Principal Balance” shall have the meaning set forth in Section 3.2(d) of the Facility Lease.

“1987 Facility Owners” shall have the meaning set forth in Section 3.1(ff) of the Participation Agreement.

“Account Bank” shall have the meaning set forth in Section 7.1(d) of the Indenture.

“Actual Knowledge” means, with respect to any Transaction Party, actual knowledge of, or receipt of notice by, an officer, or other employee, whose responsibilities include the administration of the Overall Transaction or operational oversight of the Facility for such Transaction Party.

“Additional Pass Through Certificates” means any additional certificates issued by the Pass Through Trust in connection with the issuance of Additional Notes.

“Additional Equity Investment” means the amount, if any, the Owner Participant shall provide (in its sole and absolute discretion) to finance all or a portion of the Lessor’s Percentage of the cost of any Required or Non-Severable Modification financed pursuant to Section 11.1 of the Participation Agreement.

“Additional Notes” shall have the meaning set forth in Section 2.12(a) of the Indenture.

“ADR Deductions” shall have the meaning set forth in Section 1(b)(ii) of the Tax Indemnity Agreement.

“Affiliate” or “Affiliated” means with respect to any specified entity, any entity that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such specified entity. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; the terms “controlling”, “controlled by” and “under common control with” shall have meanings correlative to the foregoing; provided, however, that none of the Trust Company (in its individual capacity or as the Owner Trustee) or the Lessor shall be treated as an Affiliate of each other and none of the Trust Company (in its individual capacity or as the Owner Trustee) or the Lessor shall be treated as an Affiliate of any Owner Participant except that, for purposes of Section 9 of the Participation Agreement, the Lessor will be treated as an Affiliate of an Owner Participant to the extent that the Lessor acts on the express direction or with the express consent of an Owner Participant.

“AFL Property” shall have the meaning set forth in the recitals to the AF Security Agreement.

“AF Percentage” shall have the meaning set forth in the recitals to the Ancillary Facilities Lease.

“AF Security Agreement” means the Security Agreement, to be dated as of the Closing Date, substantially in the form of Exhibit M to the Participation Agreement, between Lessee and Lessor.

“AF Start Date” shall have the meaning set forth in Section 5.1 of the Support Agreement.

“After-Tax Basis” means, in the context of determining the amount of a payment to be made on such basis (the “First Amount”), the payment of an amount which, after reduction by the net increase in Taxes of the recipient as a result of the receipt or accrual of such payment (the “Grossed Up Amount”) (which net increase shall be calculated by taking into account any current Tax Savings realized by the recipient as a result of the Tax or Claim for which the First Amount is being paid, shall be equal to the First Amount. In calculating the Grossed Up Amount payable by reason of this provision, all income taxes payable and Tax Savings realized or to be realized shall be determined on the assumptions that (a) the recipient shall be subject to the applicable income taxes at the highest marginal tax rates then applicable to corporate taxpayers taxed on the same basis as the recipient that are in effect in the applicable jurisdictions at the time such amount is received or properly accrued, and (b) all related tax benefits are utilized at the highest marginal rates then applicable to corporate taxpayers taxed on the same basis as the recipient that are then in effect in the applicable jurisdictions.

“Agreement Period” shall have the meaning set forth in Section 7.6 of the Participation Agreement.

“Alleged” means, with respect to any act, event or circumstance, that such act, event or circumstance has been alleged or asserted, directly or indirectly, by any Person to have occurred unless, and until, it is determined in a final, non-appealable judicial determination that such act, event or circumstance did not occur.

“Allocated Rent” shall have the meaning set forth in Section 3.2(b) of the Facility Lease.

“Amendment” shall have the meaning set forth in Section 5(a)(2) of the Tax Indemnity Agreement.

“Amortization Deductions” shall have the meaning set forth in Section 1(c) of the Tax Indemnity Agreement.

“Ancillary Facilities” means the Common and Shared Facilities necessary or commercially advisable to operate and/or maintain the Facility in a commercially viable manner, as more specifically described in Exhibit A to the Support Agreement.

“Ancillary Facilities” shall have the meaning set forth in the recitals to the Ancillary Facilities Lease.

“Ancillary Facilities Interest” shall have the meaning set forth in the recitals to the Ancillary Facilities Lease.

“Ancillary Facilities Lease” means an agreement with respect to the lease of an undivided interest in the Ancillary Facilities in form and substance substantially in the form of Exhibit B to the Support Agreement.

“Ancillary Facilities Lease Event of Default” shall have the meaning set forth in Section 12.1 of the Ancillary Facilities Lease.

“Ancillary Facilities Lessee” shall have the meaning set forth in the preamble to the Ancillary Facilities Lease.

“Ancillary Facilities Lessor” shall have the meaning set forth in the preamble to the Ancillary Facilities Lease.

“Ancillary Facilities Rent” shall have the meaning set forth in Article III of the Ancillary Facilities Lease.

“Ancillary Rights” shall have the meaning set forth in the recitals to the Support Agreement.

“Applicable Law” means, without limitation, all applicable laws, including, without limitation, all Environmental Laws, and treaties, judgments, decrees, injunctions, writs and orders of any court, arbitration board or Governmental Entity and all applicable rules, regulations, orders, ordinances, licenses and permits of any Governmental Entity.

“Applicable Rate” means the Prime Rate plus 1% per annum.

“Appraisal Procedure” means (except with respect to the Closing Appraisal and any appraisal to determine Fair Market Sales Value or Fair Market Rental Value during any period when a Lease Event of Default shall have occurred and be continuing) an appraisal conducted by an Independent Appraiser or Independent Appraisers in accordance with the following procedures. Within ten Business Days of written notice from either the Lessee or the Owner Participant of the commencement of an Appraisal Procedure, the Lessee and the Owner Participant shall consult for the purpose of appointing a mutually acceptable Independent Appraiser. The determination of such Independent Appraiser shall be conclusive and binding on the Lessee and the Owner Participant. If the Lessee and the Owner Participant are unable to agree on an Independent Appraiser, the appraisal shall be conducted by two Independent Appraisers, one of whom shall be selected by each of the Lessee and the Owner Participant on or before the fifth Business Day following the expiration of the 10-Business Day period. If one party appoints an Independent Appraiser pursuant to the immediately preceding sentence, and if the other party fails to appoint a second Independent Appraiser within the applicable time period, the appraisal shall be made by the appointed Independent Appraiser. The average of the determinations of the two Independent Appraisers shall be conclusive and binding on the Lessee and the Owner Participant unless the higher such determination exceeds the lower determination by more than 10%, in which case such Independent Appraisers shall jointly appoint a third Independent Appraiser or, if such Independent Appraisers do not appoint a third Independent Appraiser, the Owner Participant and the Lessee shall jointly appoint the third Independent Appraiser. In such case, the average of the determinations of the three Independent Appraisers shall be conclusive and binding on the Owner Participant and the Lessee, unless the determination of one Independent Appraiser is disparate from the middle determination by more than twice the amount by which the third determination is disparate from the middle determination, in which case the determination of the most disparate Independent Appraiser shall be excluded, and the average of the remaining two determinations shall be conclusive and binding on the Owner Participant and the Lessee. Any appraisal determined in accordance with

the foregoing must be delivered within 30 days after the date on which the last of the Independent Appraisers is appointed pursuant to the process set forth above.

“Appraiser” means Navigant Consulting, Inc.

“Assigned Documents” shall have the meaning set forth in clause (1) of the Granting Clause of the Indenture.

“Assumed Deductions” shall have the meaning set forth in Section 1 of the Tax Indemnity Agreement.

“Assumed Tax Rate” shall have the meaning set forth in Section 1(f) of the Tax Indemnity Agreement.

“ASTM Standard Practice – Phase I Environmental Site Assessment Process” means the procedure for conducting an environmental site assessment developed by the American Society for Testing and Materials and typically involving a site visit to ascertain the subject property’s and adjoining property’s current and past uses and physical, geologic, hydrogeologic, hydrologic, and topographic setting; performing a search of federal, state, and local government records and other historical sources; and conducting interviews with owners and operators of the property and state and local government officials.

“Average Life Date” for purposes of determining the Special Event Amount, shall be the date which follows the Termination Date by a period equal to the Remaining Weighted Average Life.

“Bankruptcy Code” means the United States Bankruptcy Code of 1978, as amended from time to time, 11 U.S.C. § 101 et seq .

“Bankruptcy Law” means Title 11 of the United States Code or any similar Federal or State law for the relief of debtors.

“Basic Term” shall have the meaning set forth in Section 3.1 of the Facility Lease.

“Basic Rent” shall have the meaning set forth in Section 3.2(a) of the Facility Lease.

“Best Utility Practice” means any best acts, practices, methods, equipment, specifications and standards of safety, performance and conduct (including all acts, practices, methods, equipment, specifications and standards of safety, performance and conduct which are intended to prevent events and conditions at the Facility or any portion or component thereof which could reasonably be expected to lead to a Lessee Loss Event), as (i) (x) engaged in or approved or utilized by that portion of the electric utility industry that is recognized by others as leaders in the industry at such time, or (y) viewed as advanced, optimum or state of the art at such time by one or more nationally recognized organizations, including, but not limited to, EPRI, the American National Standards Institute, the Electric Utility Benchmarking Association, or a national professional engineering organization of national standing, and (ii) good, safe and

best engineering practices would dictate in connection with the operation, maintenance, repair and use of electric generating stations and facilities and improvements of such electrical generating stations.

“Bill of Sale” means the Bill of Sale dated as of the Closing Date between the Lessee and the Lessor, substantially in the form of Exhibit B to the Participation Agreement, pursuant to which the Lessor will purchase the Undivided Interest from the Lessee.

“Burdensome Termination Date” shall have the meaning set forth in Section 13.1 of the Facility Lease.

“Burdensome Termination Event” shall have the meaning set forth in Section 13.1 of the Facility Lease.

“Burdensome Termination Notice” shall have the meaning set forth in Section 13.1 of the Facility Lease.

“Business Day” means any day other than a Saturday, a Sunday, or a day on which commercial banking institutions are authorized or required by law, regulation or executive order to be closed in New York, New York, the city and the state in which the Indenture Trustee Office is located or the city and state in which the Pass Through Trustee is located.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or any and all equivalent ownership interests in a Person (other than a corporation).

“CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability Information System and includes sites expected to be investigated by the Environmental Protection Agency for hazardous substance contamination and for possible inclusion on the National Priority List.

“Certificateholders” means each of the holders of Pass Through Certificates, and each of such holder’s successors and permitted assigns.

“Claim(s)” individually or collectively as the context may require, means any and all liabilities (including in respect of negligence, strict or absolute liability, in tort or otherwise, warranty, latent or other defects (regardless of whether or not discoverable), statutory liability, property damage, bodily injury or death), obligations, losses, damages, penalties, claims, actions, suits, judgments, fines and other legal or administrative sanctions, judicial or administrative proceedings (whether civil or criminal), costs, expenses and disbursements (including, without limitation, reasonable legal, investigation and expert fees and expenses) of any kind and nature whatsoever.

“Closing” shall have the meaning set forth in Section 2.2(a) of the Participation Agreement.

“Closing Appraisal” means the appraisal, dated on or before the Closing Date, prepared by the Appraiser with respect to the Lessor’s Interest addressing such matters as the Owner Participant may reasonably request.

“Closing Date” shall have the meaning set forth in Section 2.2(a) of the Participation Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute.

“Collateral Documents” means the Indenture and the financing statements.

“Commencement Date” with respect to the Site Lease, shall have the meaning set forth in Section 2.1 of the Site Lease.

“Common Facilities” means the facilities common to the operation of Units 1 and 2 of the Generating Station.

“Competitor” shall have the meaning set forth in Section 7.1(b) of the Participation Agreement.

“Component” means any appliance, part, instrument, appurtenance, accessory, furnishing, equipment or other property of whatever nature that may from time to time be incorporated in the Facility, except to the extent constituting Modifications or spare parts while being held for future use.

“Consent Decree” means the Consent Decree dated March 18, 2005 in the proceeding styled United States of America v. Ohio Edison Company and Pennsylvania Power Company (Civil Action No. 2:99-CV-1181).

“Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

“Date of Return” shall have the meaning set forth in Section 5.1 of the Facility Lease.

“Deduction Loss” shall have the meaning set forth in Section 5(a)(1) of the Tax Indemnity Agreement.

“Depreciation Deduction” shall have the meaning set forth in Section 1(b) of the Tax Indemnity Agreement.

“Discount Rate” means the initial coupon rate on the Notes plus 40 basis points.

“Dollars” or the sign “$” means the lawful currency of the United States.

“Effective Rate” shall have the meaning set forth in Section 5 of the Tax Indemnity Agreement.

“Eligible Facility” shall have the meaning set forth in Section 3.1(v) of the Participation Agreement.

“Emission Allowances” shall have the meaning set forth in Section 3.1(x)(vii) of the Participation Agreement.

“Enforcement Notice” shall have the meaning set forth in Section 5.1 of the Indenture.

“Engineering Consultant” means Black & Veatch Corporation.

“Engineering Report” means, with respect to the Facility, the letter of the Engineering Consultant dated on or before the Closing Date addressing such matters as the Owner Participant may reasonably request.

“Environmental Claim” shall have the meaning set forth in Section 9.1(a)(iii) of the Participation Agreement.

“Environmental Condition” means any action, omission, event, condition or circumstance, including, without limitation, the presence or release of or exposure to any Hazardous Substance, which does or reasonably could (a) require assessment, investigation, abatement, correction, removal or remediation, (b) give rise to any obligation or liability of any nature (whether civil or criminal, arising under a theory of negligence or strict liability, or otherwise) under any Environmental Law, (c) create or constitute a public or private nuisance or trespass, or (d) constitute a violation of or non-compliance with any Environmental Law.

“Environmental Consultant” means Civil and Environmental Consultants, Inc.

“Environmental Laws” means all applicable national, regional, federal, state, municipal, Native American, or local laws, ordinances, rules, orders, statutes, decrees, judgments, injunctions, directives, permits, licenses, approvals, codes, regulations, common or decisional law (including principles of tort, negligence, trespass, nuisance, strict liability, contribution and indemnification) or other requirements of any Governmental Entity, including, without limitation, any administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, relating to the environment, the safety or health of human beings or other living organisms, natural resources or toxic, explosive, corrosive, flammable, infectious, radioactive or other Hazardous Substances, as each may from time to time be amended, supplemented or supplanted.

“Environmental Report” means the Phase I Environmental Site Assessment Report, dated on or before the Closing Date, prepared by the Environmental Consultant, together with a letter from the Environmental Consultant permitting the Owner Participant to rely on such Assessment Report.

“Equity Investment” means the amount specified with respect thereto on Schedule 1-A to the Participation Agreement.

“EOL Report” means the final report delivered by an independent engineer pursuant to Section 10.2(b) of the Facility Lease.

“Equity Portion of Periodic Rent” means for any Rent Payment Date the difference between (a) Periodic Rent scheduled to be paid under the Facility Lease on such Rent Payment Date and (b) the principal and interest scheduled to be paid on the Notes on such Rent Payment Date.

“Equity Portion of PVRR Amount” in respect of any determination of PVRR Amount or amount determined by reference to PVRR Amount payable pursuant to the Operative Documents as of a particular date, means an amount equal to the excess, if any, of (a) the PVRR Amount over (b) the principal and accrued interest on the Notes scheduled (in accordance with the payment terms of the Notes) to be outstanding on such date of determination.

“Equity Portion of Termination Amount” in respect of any determination of Termination Amount or amount determined by reference to Termination Amount payable pursuant to the Operative Documents as of a particular date, means an amount equal to the excess, if any, of (a) the Termination Amount set forth opposite the Termination Date corresponding to such date of determination on Schedule 2 of the Facility Lease over (b) the principal and accrued interest on the Notes scheduled (in accordance with the payment terms of the Notes) to be outstanding on such date of determination after application of any Basic Rent payable on such Termination Date.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time and any successor statute.

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with the Lessee would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) and/or (o) of the Code.

“Event of Loss” means any of the following events:

(a) the loss of the Undivided Interest or the use thereof due to destruction or damage that is beyond economic repair or that renders the Undivided Interest permanently unfit for normal use as determined in good faith and in the reasonable opinion of the Lessee or is not permanent but reasonably expected to last for at least 60 months; or

(b) any damage to the Undivided Interest that results in an insurance settlement with respect thereto on the basis of a total loss or an actual, constructive or a compromised total loss of the Undivided Interest; or

(c) a Requisition following exhaustion of all permitted appeals, which in the case of a Requisition of use would reasonably be foreseeable to exceed the Lease Term; or

(d) assuming the Lessee is diligently attempting to do so, failure of the Lessee to complete the repair or restoration of the Undivided Interest following a material partial loss or damage to the Undivided Interest prior to the earlier of (at which point such material partial loss or damage shall be deemed to be an “Event of Loss” for purposes of this definition) (i) 12

months prior to the expiration of the Lease Term (or, if there occurs a material partial loss or damage to the Undivided Interest after the date that is 36 months prior to the expiration of the Lease Term, as promptly as practicable thereafter and (unless the Lessor shall agree otherwise) in no event later than the date of expiration of the Lease Term) and (ii) the date which is 36 months after the occurrence of such partial loss or damage; or

(e) if elected by the Owner Participant within six months after the date upon which it shall obtain Actual Knowledge of the event or circumstance which gives rise to such election under this clause (e) and only in such case as termination of the Facility Lease and transfer of the Undivided Interest shall remove the basis of the regulation described below, the Owner Participant shall reasonably determine (in consultation with counsel to the Owner Participant having expertise with respect to such regulation), that the Owner Participant’s or the Lessor’s interest in the Undivided Interest, any Operative Document or the Facility Lease, or any part thereof, is or will become subject to any rate of return regulation of any Governmental Entity, or the Owner Participant, the Lessor or the OP Guarantor is or will become subject to any other electric utility or holding company regulation of any Governmental Entity or any law which is materially burdensome, in either case by reason of the participation of the Owner Participant or the Lessor in the transactions contemplated by the Operative Documents, and not, in any event, as a result of (i) investments, loans or other business activities of the Owner Participant or its Affiliates or the nature of any of the properties or assets from time to time owned, leased, operated, managed or otherwise used or made available for use by the Owner Participant or its Affiliates (in each case other than investments, loans or other business activities with the Lessee or its Affiliates and properties or assets owned, leased, managed or otherwise used or made available for use by the Lessee or its Affiliates) or (ii) a failure of the Owner Participant or any of its Affiliates to perform routine, administrative or ministerial actions; provided that the Lessee, the Lessor and the Owner Participant agree to cooperate and to take reasonable measures to alleviate the source or consequence of any regulation or law constituting an Event of Loss under this clause (e) (a “ Regulatory Event of Loss ”) at the cost and expense of the Lessee and so long as there shall be no material adverse consequences to the Owner Participant or the Lessor (or any of their respective Affiliates) as a result of taking such measures.

“Excepted Payments” means and includes (a)(i) any right, title or interest to any indemnity (whether or not constituting Supplemental Rent and whether or not a Lease Event of Default exists) payable to either the Lessor, the Trust Company, or the Owner Participant or to their respective Indemnified Parties and successors and permitted assigns (other than the Indenture Trustee) pursuant to Section 2.3 , 9.1 , 9.2 , 11.1 or 11.2 of the Participation Agreement and any payments under the Tax Indemnity Agreement ( provided that Excepted Payments shall not include any Periodic Rent) or (ii) any amount payable by the Lessee to the Lessor or the Owner Participant to reimburse any such Person for its costs and expenses in exercising its rights under the Operative Documents, (b)(i) insurance proceeds, if any, payable to the Lessor or the Owner Participant under insurance separately maintained by the Lessor or the Owner Participant with respect to the Facility as permitted by Section 11 of the Facility Lease or (ii) proceeds of personal injury or property damage liability insurance maintained under any Operative Document for the benefit of the Lessor or the Owner Participant, (c) any amount payable to the Owner Participant as the purchase price of the Owner Participant’s right and interest in the Trust Interest, (d) all other fees expressly payable to the Owner Participant under the Operative

Documents, (e) any payments in respect of interest, or any payments made on an After-Tax Basis, to the extent attributable to payments referred to in clause (a) through (d) above; (f) any amounts paid to the Lessor as reimbursement for amounts expended pursuant to Section 20 of the Facility Lease; (g) proceeds of the items referred to in clause (a) through (f) above; and (h) any rights to demand, collect, sue for, or otherwise receive and enforce payment of the foregoing amounts, including under the Guaranty, but without limiting clause (e) of this definition above.

“Excess Amount” shall have the meaning set forth in Section 14.3 of the Participation Agreement, and, with respect to the Indenture, the meaning specified in Section 9.13 thereof.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Offer” shall have the meaning set forth in a registration rights agreement dated as of the Closing Date, by and among the Pass Through Trustee, the Lessee, the Lessor, the Guarantor and the Lead Initial Purchasers.

“Excluded Taxes” shall have the meaning set forth in Section 9.2(b) of the Participation Agreement.

“Exempt Wholesale Generator” or “EWG” shall have the meaning set forth in Section 3.1(v) of the Participation Agreement.

“Facility” means Unit 1 of the Generating Station and more fully described in Exhibit A to the Participation Agreement, but does not include the Facility Site or the Ancillary Facilities.

“Facility Lease” means the Facility Lease Agreement, to be dated as of the Closing Date, between the Lessor and the Lessee, substantially in the form of Exhibit C to the Participation Agreement, pursuant to which the Lessor will lease the Undivided Interest to the Lessee.

“Facility Lease Termination Date” shall have the meaning set forth in Section 2.2 of the Support Agreement.

“Facility Site” shall have the meaning set forth in the recitals to the Site Lease.

“Fair Market Rental Value” or “Fair Market Sales Value” means with respect to any property or service as of any date, the cash rent or cash price obtainable in an arm’s-length lease, sale or supply between an informed and willing lessee or purchaser under no compulsion to lease or purchase and an informed and willing lessor or seller or supplier, as the case may be, under no compulsion to lease or sell or supply the property or service in question, and shall, in the case of the Undivided Interest or the Lessor’s Interest, be determined (except pursuant to Section 17 of the Facility Lease or as otherwise provided below or in the Operative Documents) on the basis and assumption that (a) the conditions contained in Sections 7 and 8 of the Facility Lease shall have been complied with in all respects, (b) the lessee or buyer shall have rights in, or an assignment of, the Operative Documents to which the Lessor is a party and the obligations relating thereto, and (c) the Undivided Interest or the Lessor’s Interest, as the case may be, is free

and clear of all Liens (other than Lessor’s Liens, Owner Participant’s Liens and Indenture Trustee Liens), and taking into account the remaining term of the Site Lease and, in the case of the Fair Market Rental Value, the terms of the Facility Lease and the other Operative Documents. If the Fair Market Sales Value of the Lessor’s Interest is to be determined during the continuance of a Lease Event of Default or in connection with the exercise of remedies by the Lessor pursuant to Section 17 of the Facility Lease, such value shall be determined by an Independent Appraiser appointed solely by the Lessor on an “as-is”, “where-is” and “with all faults” basis and shall take into account all Liens (other than Lessor’s Liens, Owner Participant’s Liens and Indenture Trustee Liens). If in any case other than in the preceding sentence the parties are unable to agree upon the Fair Market Sales Value of the Lessor’s Interest within 30 days after a request therefor has been made, the Fair Market Sales Value of the Lessor’s Interest shall be determined by appraisal pursuant to the Appraisal Procedures. Any fair market value determination of a Severable Modification shall take into consideration any liens or encumbrances to which the Severable Modification being appraised is subject and which are being assumed by the transferee.

“Fair Market Value Renewal Option” with respect to the Site Lease, shall have the meaning set forth in Section 2.2(a)(iii) of the Site Lease.

“Fair Market Value Renewal Term” with respect to the Facility Lease, shall have the meaning set forth in Section 15.2 of the Facility Lease.

“FASB 13” means the Statement of the Financial Accounting Standards Board No. 13, as amended and interpreted from time to time.

“FASB 98” means the Statement of the Financial Accounting Standards Board No. 98, as amended and interpreted from time to time.

“FERC” means the Federal Energy Regulatory Commission of the United States or any successor or predecessor agency thereto.

“FERC Orders” means any or all of the following FERC Orders required pursuant to Section 4.5 of the Participation Agreement:

(a) an approval from FERC for the Lessee to sell power at market-based rates under Section 205 of the FPA effective on or before the Closing Date; and

(b) an authorization from FERC under Section 203 of the FPA for the lease contemplated by the Operative Documents.

“FGCO” means FirstEnergy Generation Corp., an Ohio corporation.

“Final Determination” shall have the meaning set forth in Section 9 of the Tax Indemnity Agreement.

“Financial Reports” shall have the meaning set forth in Section 3.1(p) of the Participation Agreement.

“First Amount” shall have the meaning set forth in the definition of After-Tax Basis herein.

“FirstEnergy” means FirstEnergy Corp., an Ohio corporation.

“FirstEnergy Parties” means the Guarantor, the Lessee and each other Affiliate of FirstEnergy, if any, that is or becomes a party to any Operative Document.

“Force Majeure Event” shall mean any event or condition that (i) is beyond the control of a Lessee Person, (ii) is not the result of any acts, omissions or delays of a Lessee Person, (iii) is not an event or condition, the risks or consequences of which the Lessee has expressly agreed to assume under the Facility Lease, any other Operative Document or the Operating Agreement and (iv) cannot be cured, remedied, offset, negotiated or otherwise overcome by the prompt exercise of due diligence of any Lessee Person. The term “Force Majeure Event” shall include the following (if, and for so long as, the requirements described in clauses (i) through (iv) of the above sentence are satisfied): floods, hurricanes, or other unusually severe weather conditions; earthquakes; volcanic eruptions; acts of war (whether declared or undeclared); sabotage or terrorism. Notwithstanding the foregoing, the term “Force Majeure Event” shall not include (a) weather conditions which could reasonably be anticipated by experienced operators of coal-fired electric generating facilities in the northeast region of the United States, (b) events or conditions arising out of the occurrence of any manpower or materials shortages, except if such shortage results from an event or condition which constitutes a Force Majeure Event, (c) events or conditions arising out of any failure by a Lessee Person to obtain and/or maintain any Permit it is required to obtain and/or maintain hereunder or to otherwise comply with Applicable Law, or (d) events or conditions arising out of any failure of the Lessee to comply with the provisions of the Facility Lease, any other Operative Document or the Operating Agreement.

“Foreclosure Transfer” with respect to, and as used in, the Site Lease, shall have the meaning set forth in Section 17.3 of the Site Lease, and with respect to, and as used in, the Ancillary Facilities Lease, shall have the meaning set forth in Section 17.3 of the Ancillary Facilities Lease.

“FPA” or “Federal Power Act” means the Federal Power Act, 16 U.S.C. §§ 824 et seq ., or any successor statute.

“GAAP” means United States generally accepted accounting principles.

“Generating Station” means the Bruce Mansfield Generating Plant, a three-unit coal-fired generating facility that has a net demonstrated capacity of 2,460 MW located on approximately 473 acres of land on the south shore of the Ohio River in the Borough of Shippingport, Beaver County, Pennsylvania, and, to the extent not otherwise included therein, the Ancillary Facilities.

“Governmental Approvals” shall have the meaning set forth in Section 3.1(c) of the Participation Agreement.

“Governmental Entity” means any national, Native American, regional, state, municipal or local government, any political subdivision of any thereof or any board, commission, department, division, organ, instrumentality, court or agency of any thereof.

“Grossed Up Amount” shall have the meaning set forth in the definition of After-Tax Basis herein.

“Ground Interest” shall have the meaning set forth in the recitals to the Site Lease.

“Guaranteed Party” shall have the meaning set forth in Section 5 of the Guaranty.

“Guarantor” shall have the meaning set forth in the preamble to the Participation Agreement.

“Guaranty” means the Guaranty, to be dated as of the Closing Date, in favor of the Guaranteed Parties, substantially in the form of Exhibit H to the Participation Agreement.

“ H.15(519) ” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System and the “ Most Recent H.15(519) ” means the H.15(519) published prior to the close of business on the third Business Day prior to the applicable Termination Date.

“Hazardous Substance” means any pollutant, contaminant, hazardous substance, hazardous waste, toxic substance, petroleum or petroleum-derived substance, waste, or additive, asbestos or asbestos-containing materials, PCBs, radioactive material, or other compound, element, material, substance or waste in any form whatsoever (including products) regulated, restricted or controlled or with respect to which liability or standards of conduct are imposed by or under any Environmental Law.

“Inclusion” shall have the meaning set forth in Section 5(a)(2) of the Tax Indemnity Agreement.

“Income Taxes” shall have the meaning set forth in Section 9.2(b)(ii) of the Participation Agreement.

“Indemnified Party” shall have the meaning set forth in Section 9.1(a) of the Participation Agreement.

“Indemnitor” with respect to, and as used in, the Site Lease shall have the meaning set forth in Section 12.3 of the Site Lease and with respect to, and as used in, the Ancillary Facilities Lease, shall have the meaning set forth in Section 11.3 of the Ancillary Facilities Lease.

“Indenture” means the Indenture of Trust, Open-End, Mortgage and Security Agreement, dated as of the Closing Date, between the Lessor and the Indenture Trustee, in substantially the form of Exhibit I to the Participation Agreement.

“Indenture Bankruptcy Default” means any event or occurrence which, with the passage of time or the giving of notice or both, would become a Indenture Event of Default under Section 4.2(e) or (f) of the Indenture.

“Indenture Company” shall have the meaning set forth in the preamble to the Participation Agreement.

“Indenture Default” means any event or occurrence which, with the passage of time or the giving of notice or both, would become a Indenture Event of Default.

“Indenture Estate” shall have the meaning set forth in the Granting Clause of the Indenture.

“Indenture Event of Default” shall have the meaning set forth in Section 4.2 of the Indenture.

“Indenture Trustee” shall have the meaning set forth in the preamble to the Participation Agreement.

“Indenture Trustee Account Collateral” shall have the meaning set forth in Section 3.11(c) of the Indenture.

“Indenture Trustee Office” means the office to be used for notices to the Indenture Trustee from time to time pursuant to Section 9.5 of the Indenture.

“Indenture Trustee’s Account” means the account specified with respect thereto on Schedule 1-B to the Participation Agreement or such other account of the Indenture Trustee as the Indenture Trustee may from time to time specify in a notice to the other parties to the Participation Agreement.

“Indenture Trustee’s Lien” means any Lien on the Trust Estate, the Facility, the Facility Site or any part thereof or any interest therein arising as a result of (a) Taxes against or affecting the Indenture Company or the Indenture Trustee, or any Affiliate thereof that are not related to, or that are in violation of, any Operative Document or the transactions contemplated thereby, (b) Claims against or any act or omission of the Indenture Company or the Indenture Trustee, or any Affiliate thereof that is not related to, or that is in violation of, any of such Person’s representations, warranties, covenants or agreements in an Operative Document or the transactions contemplated thereby or that is in breach of any covenant or agreement of the Indenture Company or the Indenture Trustee specified therein, (c) Taxes imposed upon the Indenture Company or the Indenture Trustee, or any Affiliate thereof that are not required to be indemnified against by the Lessee pursuant to any Operative Document or (d) Claims against or affecting the Indenture Company or the Indenture Trustee, or any Affiliate thereof arising out of the voluntary or involuntary transfer by the Indenture Company or the Indenture Trustee of any portion of the interest of the Indenture Company or the Indenture Trustee in the Trust Estate, other than pursuant to the Operative Documents.

“Independent Appraiser” means a disinterested, licensed industrial property appraiser who is a member of the Appraisal Institute having experience in the business of evaluating facilities similar to the Facility.

“Independent Tax Counsel” shall mean Milbank, Tweed, Hadley & McCloy LLP or other independent tax counsel of nationally-recognized standing selected by Owner Participant and reasonably acceptable to Lessee.

“Initial Notes” shall have the meaning set forth in Section 2.2 of the Indenture.

“Initial Purchasers” means the initial purchasers of the Pass Through Certificates pursuant to the Purchase Agreement.

“Initial Sublease Term” with respect to the Site Sublease, shall have the meaning set forth in Section 2.1(a) of the Site Sublease.

“Initial Term” with respect to the Site Lease, shall have the meaning set forth in Section 2.1 of the Site Lease.

“Insurance Consultant” means Moore-McNeil, LLC.

“Interest Deductions” shall have the meaning set forth in Section 1(d) of the Tax Indemnity Agreement.

“Investment Banker” shall have the meaning set forth in Section 2.10(c) of the Indenture.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investment Grade” means, with respect to any Person, a Person that has unsecured debt (i) with an indicated “private” or official public rating of not lower than BBB- from S&P or a rating of not lower than Baa3 from Moody’s if such Person’s debt has ratings from only one of such services or (ii) an indicated “private” or official public rating of not lower than BBB- from S&P and a rating of not lower than Baa3 from Moody’s if such Person’s debt has ratings from both such services.

“IPP” shall have the meaning set forth in Section 7.1(b) of the Participation Agreement.

“IRS” means the Internal Revenue Service of the United States Department of Treasury or any successor agency.

“Lead Initial Purchasers” means Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC.

“Lease Debt” means the debt evidenced by the Notes.

“Lease Debt Rate” means the applicable interest rate accruing on the Notes.

“Lease Default” means any event or occurrence which, with the passage of time or the giving of notice or both, would become a Lease Event of Default.

“Lease Event of Default” with respect to the Facility Lease, shall have the meaning set forth in Section 16 of the Facility Lease.

“Lease Term” with respect to the Facility Lease, means the term of the Facility Lease, including the Basic Term and all Renewal Terms.

“Lease Transaction” means the transaction involving the sale of the Undivided Interest to the Lessor in exchange for the Purchase Price, the lease of the Facility Site to the Lessor pursuant to the Site Lease and the simultaneous lease of the Undivided Interest and sublease of the Facility Site to the Lessee in accordance with the Operative Documents.

“Leasehold Lien” with respect to, and as used in, the Site Lease or the Site Sublease, shall have the meaning set forth in Section 15.4 of the Site Lease or Section 14.3 of the Site Sublease, and with respect to, and as used in, the Ancillary Facilities Lease, shall have the meaning set forth in Section 14.2 of the Ancillary Facilities Lease.

“Leasehold Mortgagee” with respect to, and as used in, the Site Lease or the Site Sublease, shall have the meaning set forth in Section 15.4 of the Site Lease or Section 14.3 of the Site Sublease, and with respect to, and as used in, the Ancillary Facilities Lease, shall have the meaning set forth in Section 14.1 of the Ancillary Facilities Lease.

“Lessee” shall have the meaning set forth in the preamble to the Participation Agreement.

“Lessee 467 Loan Interest” with respect to the Facility Lease, shall have the meaning set forth in Section 3.2(d) of the Facility Lease.

“Lessee 467 Loan Principal Balance” with respect to the Facility Lease, shall have the meaning set forth in Section 3.2(d) of the Facility Lease.

“Lessee Action” shall have the meaning set forth in Section 5(a)(1) of the Tax Indemnity Agreement.

“Lessee Assignee” shall have the meaning set forth in the definition of Lessee Person herein.

“Lessee Contract” shall have the meaning set forth in the definition of Lessee Person herein.

“Lessee-Controlled Contest” shall have the meaning set forth in Section 9.2(g)(ii) of the Participation Agreement.

“Lessee Disclosure Schedule” shall have the meaning set forth in Section 3.1 of the Participation Agreement.

“Lessee Documents” means the Operative Documents to which the Lessee is a party and the Operating Agreement.

“Lessee Liens” means any Lien on or with respect to all or any part of the Undivided Interest or any part thereof or any of the Lessor’s or the Owner Participant’s right, title or interest in and to any of the foregoing or any part thereof.

“Lessee Loss Event” shall mean any event or condition that arises from any Lessee Person’s action, inaction, non-performance, breach or otherwise in the operation (including, without limitation, procurement, transportation, acceptance, installation, storage and use of supplies, parts, feedstocks, other consumables, intellectual property, and other tangible and intangible property, or use, storage, treatment, disposal or manufacture of hazardous substances or other emissions or regulation of access or otherwise securing site access) or maintenance (including, without limitation, repair, alteration, manufacture, design, preparation, installation, modification, improvement, restoration, refurbishment, remediation, substitution or replacement of components, retirement of parts or components), of the Facility or any portion or component thereof that is not consistent with Best Utility Practice or not otherwise a Force Majeure Event.

“Lessee Nexus” shall have the meaning set forth in Section 9.2(b)(ii) of the Participation Agreement.

“Lessee Operator” shall have the meaning set forth in the definition of Lessee Person herein.

“Lessee Person” means (i) the Lessee; (ii) the Guarantor; (iii) any assignee or sublessee of the Lessee (each a “ Lessee Assignee ”); (iv) the operator under the Operating Agreement or any other operator of the Generating Station, the Facility or the Ancillary Facilities or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) (each a “ Lessee Operator ”); (v) (A) any Person under a contract with the Lessee, the Guarantor, a Lessee Assignee or a Lessee Operator which contract (each a “ Lessee Contract ”) relates to, arises out of or was entered into in connection with (1) the Generating Station, the Facility, the Facility Site, the Ancillary Facilities or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) or (2) the Use thereof or (B) any contractor, subcontractor, consultant or agent under any Lessee Contract or any other Person supplying or transporting goods or performing services under any Lessee Contract or otherwise in connection with the Use of the Facility, the Facility Site, the Ancillary Facilities or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest); (vi) any Person to whom the Lessee, the Guarantor, a Lessee Assignee or a Lessee Operator shall have delegated duties or assigned rights (whether by contract or otherwise) relating to, arising out of or in connection with the Facility, the Facility Site, the Ancillary Facilities or any portion or component thereof or interest therein (including, without limitation, the Undivided Interest) or the Use thereof; (vii) any other Person occupying, in possession or control of, engaging in or participating in the Use of or otherwise present on or at, the Facility,

the Facility Site or the Ancillary Facilities prior to or during the Lease Term with the knowledge or express or implied consent of (or as a result of the breach of contractual obligations (including, without limitation, the Operative Documents) of, or negligence of) the Lessee, the Guarantor, any Lessee Assignee or any Lessee Operator; (viii) any Affiliate of any of the Persons described in the foregoing clause (i) through (vii) above and (ix) any officers, directors, employees or agents of any of the Persons described in clauses (i) through (viii) above; provided that the Persons described in clauses (iii), (v) and (vii) above do not, and shall not be deemed to, include the Lessor, the Owner Participant or any other Person in possession of all or any portion of the Facility that is claiming that right to possession through the Lessor or the Owner Participant, other than through the Facility Lease.

“Lessee’s Advisor” means McManus & Miles Incorporated.

“Lessor” shall have the meaning set forth in the preamble to the Participation Agreement.

“Lessor 467 Loan Interest” with respect to the Facility Lease, shall have the meaning set forth in Section 3.2(d) of the Facility Lease.

“Lessor 467 Loan Principal Balance” with respect to the Facility Lease, shall have the meaning set forth in Section 3.2(d) of the Facility Lease.

“Lessor Closing Costs” means all reasonable costs and out of pocket expenses (except for Taxes other than those incurred in connection with the recordings and filings listed on Schedule 4.21 to the Participation Agreement) incurred by the Lessor, the Owner Participant, the Indenture Trustee, the Pass Through Trustee and the Account Bank in documenting and closing the Overall Transaction, including but not limited to, the costs of reproduction and printing of the offering materials of the Pass Through Certificates, fees and expenses of counsel for the Owner Participant, counsel for the Pass Through Trustee, counsel for the Owner Trustee, counsel for the Indenture Trustee and counsel for the Initial Purchasers, commissions and fees payable to and expenses of the Initial Purchasers and the Appraiser, title insurance premiums and costs, reasonable out-of-pocket expenses of the Owner Participants (including the fees and expenses, if any, of the Environmental Consultant, the Insurance Consultant, the Engineering Consultant, Thorndike Landing LLC, Arcadis, and MPR Associates, Inc.) and the initial fees of the Owner Trustee, Indenture Trustee and Pass Through Trustee.

“Lessor Expense Cap” means 1.17% of the Purchase Price.

“Lessor’s Account” means the bank account designated by Lessor to Lessee in writing from time to time.

“Lessor’s Interest” means the Lessor’s right, title (as applicable) and interest in and to the Undivided Interest, the Ground Interest, the Ancillary Facilities Interest and its rights under the Support Agreement.

“Lessor’s Lien(s)” individually or collectively as the context may require, means any Lien on the Trust Estate, the Facility Site, or any part thereof or interest therein arising as a result of (a) Taxes against or affecting the Lessor, the Trust Company or the Owner Trustee or

any Affiliate thereof that are not related to, or that are in violation of, any Operative Document or the transactions contemplated thereby, (b) Claims against or any act or omission of the Lessor, the Trust Company or the Owner Trustee or any Affiliate thereof that is not related to, or that is in violation of, any Operative Document or the transactions contemplated thereby or that is in breach of any covenant or agreement of the Lessor, the Trust Company or the Owner Trustee specified therein, (c) Taxes imposed upon the Lessor, the Trust Company or the Owner Trustee or any Affiliate thereof that are not required to be indemnified against by the Lessee pursuant to any Operative Document or (d) Claims against or affecting the Lessor, the Trust Company or the Owner Trustee or any Affiliate thereof arising out of the voluntary or involuntary transfer by the Lessor, the Trust Company or the Owner Trustee of any portion of the interest of the Lessor in the Lessor’s Interest, other than pursuant to the Operative Documents.

“Lessor’s Percentage” means 16.8885%.

“Lien” means any security interest, security deed, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), lease, title retention arrangement, charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation.

“Limited Renewal Option” with respect to the Site Lease, shall have the meaning set forth in Section 2.2(a)(i) of the Site Lease.

“Limited Renewal Term” with respect to the Facility Lease, shall have the meaning set forth in Section 15.1(a) of the Facility Lease.

“Long Stop Date” means the date that is five years after the date of a Total Loss or, if less than five years remain prior to the expiration of the then current Lease Term (including any Renewal Term that has been irrevocably elected by the Lessee), the earlier of (i) the expiration date of the then current Lease Term (including any Renewal Term that has been irrevocably elected by the Lessee) and (ii) 48 months after such Total Loss.

“Losses” shall have the meaning set forth in Section 6.1 of the AF Security Agreement.

“Majority in Interest of Noteholders” as of any date of determination, means Noteholders holding in aggregate more than 50% of the total outstanding principal amount of the Notes; provided , however , that any Note held by the Lessee, the Guarantor or any Affiliate of either such party shall not be considered outstanding for purposes of this definition.

“Material Adverse Change” and “Material Adverse Effect” means a material adverse change in or effect on (a) the Facility or the financial position of the Lessee or the Guarantor affecting the ability of the Lessee or the Guarantor to perform its obligations in any material respect under any of the Operative Documents, including, without limitation, the operation of the Facility, or the Operating Agreement or (b) the validity or enforceability in any material respect of any Operative Document or the Operating Agreement.

“Material Default” means, with respect to the Facility Lease, (a) a Lease Default under clause (a) , (b) , (g) or (h) of Section 16 of the Facility Lease, or (b) failure by the Lessee to comply in any material respect with its obligations under Section 19 of the Facility Lease.

“MBR Authority” shall have the meaning set forth in Section 3.1(v) of the Participation Agreement.

“MISO” shall have the meaning set forth in Section 4.2 of the Support Agreement.

“Modifications” means any modifications, alterations or improvements to the Facility, including any Required Modifications and Optional Modifications.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.

“Most Recent H.15(519)” shall have the meaning specified in the definition of “H.15(519)” herein.

“National Priority List” means the National Priorities List, a list compiled by the Environmental Protection Agency of the highest-priority sites undergoing or scheduled for cleanup under CERCLA.

“Non-Registration Event” shall have the meaning specified in Section 2.5 of the Registration Rights Agreement dated as of the Closing Date among the Lessee, the Guarantor, the Pass Through Trustee and the Lead Initial Purchasers.

“Note(s)” means, individually or collectively as the context may require, the Initial Notes and Additional Notes, each issued pursuant to the Indenture.

“Note Register” shall have the meaning set forth in Section 2.8 of the Indenture.

“Noteholder(s) ” means any holder of record (as reflected on the Note Register) from time to time of a Note outstanding.

“Notice Period” shall have the meaning set forth in Section 7.6(a) of the Participation Agreement.

“Obligations” with respect to, and as used in, the Guaranty, shall have the meaning set forth in Section 2.1 of the Guaranty and with respect to, and as used in, the AF Security Agreement, shall have the meaning set forth in the recitals to the AF Security Agreement.

“Offering Circular” means the Offering Circular to be issued with respect to the Pass Through Certificates.

“ Officer’s Certificate ” shall mean with respect to any Person, a certificate signed by any Responsible Officer of such Person.

“Official Records” shall have the meaning set forth in the recitals to the Site Lease.

“OP Assignment and Assumption Agreement” means an assignment and assumption agreement in form and substance substantially in the form of Exhibit J to the Participation Agreement.

“OP Guarantor” means AIG Financial Products Corp., or any Person that shall guaranty the obligations of a Transferor under the Operative Documents in accordance with Section 7.1 of the Participation Agreement.

“OP Parent Guaranty” means, as applicable, (a) that certain guaranty of AIG Financial Products Corp., dated as of the date of the Participation Agreement, in favor of the Lessee, the Lessor, the Owner Trustee, the Trust Company, the Indenture Trustee, the Pass Through Trustee and the Certificateholders, or (b) any other guaranty agreement provided by an OP Guarantor in form and substance substantially in the form of Exhibit G to the Participation Agreement.

“Operating Agreement” means the Operating Agreement for Mansfield Units 1, 2, and 3 dated as of June 1, 1976, as amended on January 1, 2001 and as further amended on or before the Closing Date by an amendment substantially in the form of Exhibit L to the Participation Agreement.

“Operative Documents” means the Participation Agreement, the Bill of Sale, the Facility Lease, the Pass Through Certificates, the Site Lease, the Site Sublease, the Indenture, the Notes, the Pass Through Trust Agreement, the Trust Agreement, the Tax Indemnity Agreement, the Guaranty, the OP Parent Guaranty (if any), the Purchase Agreement, the Support Agreement and the AF Security Agreement.

“Operator” means FGCO or any replacement Operator appointed pursuant to the Operating Agreement.

“Optional Modification” with respect to the Facility Lease, shall have the meaning set forth in Section 8.2 of the Facility Lease.

“Organic Document” means, with respect to any Person that is a corporation, its certificate of incorporation, its by-laws and all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock; with respect to any Person that is a limited partnership, its certificate of limited partnership and partnership agreement; with respect to any Person that is a limited liability company, its certificate of formation and its limited liability company agreement, in each case, as from time to time amended, supplemented, amended and restated, or otherwise modified and in effect from time to time, and with respect to any Person that is a business trust, its certificate of business trust and its trust agreement, in each case, as from time to time amended, supplemented, amended and restated, or otherwise modified and in effect from time to time.

“Other Facility Leases” means the “Facility Lease” as defined in Appendix A to each or any of, as the context shall require, the Other Participation Agreements.

“Other Lessors” means the “Lessor” as defined in Appendix A to each or any of, as the context shall require, the Other Participation Agreements.

“Other Owner Participants” means “Owner Participant” as defined in Appendix A of each or any of, as the context shall require, the Other Participation Agreements.

“Other Participation Agreement” means each or any of, as the context shall require, the Participation Agreements identified as such in Exhibit I to this Appendix A other than the Participation Agreement.

“Overall Transaction” means all of the transactions contemplated by the Operative Documents.

“Overdue Rate” means a rate per annum equal to the Prime Rate plus 1%.

“Owner Breach Termination Date” shall have the meaning set forth in Section 14.1 of the Facility Lease.

“Owner Breach Termination Notice” shall have the meaning set forth in Section 14.1 of the Facility Lease.

“Owner Participant” shall have the meaning set forth in the preamble to the Participation Agreement, except that for the purposes of the Tax Indemnity Agreement, “Owner Participant” shall have the meaning set forth in Section 9 of such Tax Indemnity Agreement.

“Owner Participant’s Account” means the account maintained by the Owner Participant at the bank specified with respect thereto on Schedule 1-C to the Participation Agreement, or such other account of the Owner Participant as the Owner Participant may from time to time specify in a notice to the Indenture Trustee pursuant to Section 9.5 of the Indenture.

“Owner Participant’s Commitment” means the Owner Participant’s investment in the Lessor contemplated by Section 2.1(a) of the Participation Agreement.

“Owner Participant’s Lien(s)” individually or collectively as the context may require, means any Lien on the Trust Estate, the Facility Site, or any part thereof or interest therein arising as a result of (a) Claims against or any act or omission of the Owner Participant that is not related to, or that is in violation of, any Operative Document or the transactions contemplated thereby or that is in breach of any covenant or agreement of the Owner Participant set forth therein, (b) Taxes against the Owner Participant that are not required to be indemnified against by the Lessee pursuant to the Operative Documents or (c) Claims against or affecting the Owner Participant arising out of the voluntary or involuntary transfer by the Owner Participant of any portion of the interest of the Owner Participant in the Trust Interest, other than any transfer (i) pursuant to the exercise of any of the Lessee’s (or any Affiliate’s thereof) rights under the Operative Documents or (ii) during the continuance of a Lease Event of Default.

“Owner Participant’s Net Economic Return” means the after-tax yield (calculated according to the multiple investment sinking fund method) and the aggregate after-

tax cash, but not the pattern of earnings, anticipated by the Owner Participant as of the Closing Date based on the Tax Assumptions and the Pricing Assumptions.

“Owner Trustee” shall have the meaning set forth in the Trust Agreement.

“Participation” shall have the meaning set forth in the preamble to the Operating Agreement.

“Participation Agreement” means the Participation Agreement, dated as of June 26, 2007, among the Lessee, the Guarantor, the Lessor, the Owner Participant, the Trust Company, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee.

“Pass Through Certificates” means the Series A Pass Through Certificates issued on the Closing Date and any certificates issued in replacement therefor pursuant to Section 2.4 of the Pass Through Trust Agreement.

“Pass Through Trust Company” shall have the meaning set forth in the preamble to the Participation Agreement.

“Pass Through Trust” means the pass through trust created pursuant to the Pass Through Trust Agreement.

“Pass Through Trust Agreement” means the Pass Through Trust Agreement, dated as of the date of the Participation Agreement, between the Lessee, the Guarantor and the Pass Through Trustee.

“Pass Through Trustee” shall have the meaning set forth in the preamble to the Participation Agreement.

“Paying Agent” shall have the meaning set forth in Section 2.6(a) of the Indenture.

“Payment Obligations” shall have the meaning set forth in Section 2.1 of the Guaranty.

“Performance Obligations” shall have the meaning set forth in Section 2.1 of the Guaranty.

“Periodic Rent” with respect to the Facility Lease, means Basic Rent and Renewal Rent, if any, as specified in Schedule 1 to the Facility Lease.

“Permit” means any action, approval, certificate, consent, waiver, exemption, variance, franchise, order, permit, authorization, right or license of or from, and any filing with, a Governmental Entity.

“Permitted Encumbrances” means with respect to the Facility Site, all matters shown as exceptions on Schedule B to each of the Title Policies as in effect on the Closing Date.

“Permitted Investments” means investments in securities that are: (a) direct obligations of the United States or any agency thereof; (b) obligations fully guaranteed by the United States or any agency thereof the obligations of which are backed by the full faith and credit of the United States of America; (c) certificates of deposit or bankers acceptances issued by commercial banks organized under the laws of the United States or of any political subdivision thereof or under the laws of Canada, Japan, Switzerland or any country that is a member of the European Union such commercial banks having a combined capital and surplus of at least $250,000,000 and having long-term unsecured debt securities then rated not lower than “AA-” by S&P and not lower than “Aa3” by Moody’s (but at the time of investment not more than $25,000,000 may be invested in such certificates of deposit from any one bank); (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a) and (b) above, entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) open market commercial paper of any corporation incorporated or doing business under the laws of the United States or of any political subdivision thereof having a rating of not lower than “A-1” from S&P and “P-1” from Moody’s (but at the time of investment not more than $25,000,000 may be invested in such commercial paper from any one company); (f) auction rate securities or money market preferred stock having one of the two highest ratings obtainable from S&P and Moody’s; (g) investments in money market funds or money market mutual funds sponsored by any securities broker dealer of recognized national standing (or an affiliate thereof), substantially all the invested assets of such fund which are invested in investments described in any one or more of the foregoing clauses having a rating of “A+” or better by S&P and “A1” or better by Moody’s, and (h) Class A shares of First American Prime Obligation Fund (FIVXX).

“Permitted Liens” means (a) liens for taxes not yet due and payable or taxes being contested in good faith by appropriate proceedings so long as such proceedings do not involve a material risk of the sale, forfeiture, loss or restriction on use of the Undivided Interest, the Facility Site or any interest in or material part of either; (b) suppliers’, vendors’, workmen’s, repairmen’s, employee’s, mechanics’, materialmen’s or other like liens arising in the ordinary course of business for amounts the payment of which is either not yet delinquent or is being contested in good faith by appropriate proceedings so long as such proceedings do not involve a material risk of the sale, forfeiture, loss or restriction on use of the Undivided Interest, the Facility Site or any interest in or material part of either; (c) pre-judgment liens for claims against the Lessee or any sublessee permitted under the Facility Lease which are being contested in good faith and liens arising out of judgments or awards against the Lessee or any such sublessee with respect to which an appeal or proceeding for review is being prosecuted in good faith and to which a stay of execution has been obtained pending such appeal or review; provided that during such proceedings, there is not, and such proceedings do not involve a material risk of the sale, forfeiture or loss of the Undivided Interest, the Facility Site or any interest in or material part of either; (d) easements, servitudes and land charges in respect of the Facility which do not have a material adverse effect on the current or residual value, useful life or utility of the Undivided Interest; (e) liens arising by operation of law, to the extent not described above, and not including judgment liens, that do not involve a material risk of the sale, forfeiture or loss of the Undivided Interest, the Facility Site or any interest in or material part of either; (f) liens created or permitted by any Operative Document; and (g) any Liens created, or permitted to be created by, the Lessor, the Indenture Trustee or the Pass Through Trustee.

“Person” means any individual, corporation, cooperative, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Phase I Environmental Survey” means a study, conducted in accordance with standards promulgated by the American Society for Testing and Materials or an equivalent environmental site assessment conducted pursuant to current good customary and commercial practice, that (i) evaluates the potential for Environmental Conditions to exist at the property that is the subject of the study as a result of historical or current operations or activities at said property and (ii) evaluates whether the subject property is in substantial compliance with applicable Environmental Laws.

“Phase II Environmental Survey” means a study that includes sampling and analysis of soil, groundwater and/or other environmental media, conducted pursuant to good customary and commercial practice, that evaluates potential Environmental Conditions determined in a Phase I Environmental Survey to exist at the property that is the subject of the study.

“Plan” means any pension plan as defined in Section 3(2) of ERISA, which is maintained or contributed to by (or to which there is an obligation to contribute of) the Lessee or an ERISA Affiliate of the Lessee or with respect to which the Lessee or an ERISA Affiliate of the Lessee would, under Section 4069 of ERISA, be an employer if such plan were to be terminated.

“Preferred Stock” as applied to the Capital Stock of any corporation, means Capital Stock of any class or classes (however designated) which is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such corporation, over shares of Capital Stock of any other class of such corporation.

“Pricing Assumptions” means the “Pricing Assumptions” (attached as Schedule 2 to the Participation Agreement) for the Facility Lease.

“Prime Rate” means the rate of interest, as published by The Wall Street Journal or any successor publication, from time to time, as the prime rate.

“Proceeds” means the proceeds from the sale of the Pass Through Certificates by the Pass Through Trust to the Certificateholders on the Closing Date.

“Property Interest” shall have the meaning set forth in clause (1) of the Granting Clause of the Indenture.

“Prudent Industry Practice” means, at a particular time, (a) any of the practices, methods and acts engaged in or approved by a significant portion of the competitive coal fired electric generating industry operating similarly situated facilities in the eastern United States at such time, or (b) with respect to any matter to which clause (a) does not apply, any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would reasonably have been expected to (i) accomplish the desired result at a reasonable cost consistent with good business practices,

reliability, safety and expedition and (ii) maintain the Facility in as good of condition as when delivered to the Lessee, ordinary wear and tear excepted. Prudent Industry Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers’ warranties and the requirements of any Governmental Entity having jurisdiction.

“PUHCA” means the Public Utility Holding Company Act of 2005, as enacted through the Energy Policy Act of 2005, Pub. L. No. 109-58, 119 Stat. 594 (2005).

“PUHCA 1935” shall have the meaning specified in Section 3.1(v) of the Participation Agreement.

“Purchase Agreement” means the Purchase Agreement for the Pass Through Certificates, dated as of a date on or before the Closing Date, among the Lessee, the Guarantor and the Lead Initial Purchasers.

“Purchase Price” with respect to the Undivided Interest, means $236,439,000.

“PVRR Amount” means the present value of all installments of Basic Rent (or Renewal Rent if in a Renewal Term) from the date of such event to the end of the Basic Lease Term or Renewal Term, as the case may be, then in effect or irrevocably elected by the Lessee, discounted at the Discount Rate.

“Qualifying Cash Bids” means bona fide bids from a Person other than the Lessee or an Affiliate of the Lessee to purchase the Lessor’s Interest for cash on an “as is”, “where is” and “with all faults” basis without any representations or warranties other than by the Lessor with respect to the absence of Lessor’s Liens and by the Owner Participant with respect to the absence of Owner Participant’s Liens.

“Rating Agencies” means each of S&P and Moody’s.

“Reasonable Basis” for a position shall exist if tax counsel may properly advise reporting such position on a tax return in accordance with Formal Opinion 85-352 issued by the Standing Committee on Ethics and Professional Responsibility of the American Bar Association (or any successor to such opinion).

“Receiving Party” shall have the meaning set forth in Section 14.18 of the Participation Agreement.

“Redemption Date” means, when used with respect to any Note to be redeemed, the date fixed for such redemption by or pursuant to the Indenture or the respective Note, which date shall be a Termination Date.

“Registrar” shall have the meaning set forth in Section 2.8 of the Indenture.

“Regulatory Event of Loss” shall have the meaning set forth in clause (e) of the definition of “Event of Loss.”

“Related Party” means, with respect to any Person or its successors and assigns, an Affiliate of such Person or its successors and assigns and any director, officer, servant, employee or agent of that Person or any such Affiliate or their respective successors and assigns; provided that none of the Trust Company, the Owner Trustee or the Lessor shall be treated as Related Parties to each other and none of the Trust Company, the Lessor or the Owner Trustee shall be treated as a Related Party to any Owner Participant except that, for purposes of Section 9 of the Participation Agreement, the Lessor will be treated as a Related Party to an Owner Participant to the extent that the Lessor acts on the express direction or with the express consent of an Owner Participant.

“Release” means any release, pumping, pouring, emptying, injecting, escaping, leaching, migrating, dumping, seepage, spill, flow, leak, discharge, disposal or emission.

“Remaining Weighted Average Life” for purposes of determining the Special Event Amount, on a given Termination Date shall be the number of days equal to the quotient obtained by dividing (a) the sum of each of the products obtained by multiplying (i) each amount set forth in Column 2 of Schedule 3 to the Facility Lease corresponding to the dates in the Date column that are after the Termination Date by (ii) the number of days from and including such Termination Date to but excluding the date of each such amount, by (b) the sum of all amounts set forth in Column 2 of Schedule 3 to the Facility Lease corresponding to the dates in the Date column that are after the Termination Date.

“Renewal Rent” with respect to the Facility Lease, means the rent payable during any Renewal Term, in each case as determined in accordance with Section 15.3 of the Facility Lease.

“Renewal Site Lease Term(s)” individually or collectively as the context shall require, with respect to the Site Lease, shall have the meaning set forth in Section 2.2(c) of the Site Lease.

“Renewal Term” with respect to the Facility Lease, means the Limited Renewal Term, the Second Renewal Term or any Fair Market Value Renewal Term.

“Rent” means Periodic Rent and Supplemental Rent.

“Rent Adjustment ” shall have the meaning set forth in Section 12.1 of the Participation Agreement.

“Rent Factors” shall have the meaning set forth in Section 3.4(a) of the Facility Lease.

“Rent Payment Date” shall have the meaning set forth on Schedule 1-A to the Facility Lease.

“Rent Payment Period” shall have the meaning set forth on Schedule 1-B to the Facility Lease.

“Replacement Component” shall have the meaning set forth on Section 7.2 of the Facility Lease.

“Required Modification” shall have the meaning set forth in Section 8.1 of the Facility Lease.

“Requisition” means the seizure, condemnation, confiscation or taking of, or requisition of title to or use of, the Undivided Interest or the Ground Interest by any Governmental Entity.

“Responsible Officer” means, with respect to any Person, (a) its Chairman of the Board, its President, any Senior Vice President, the Chief Financial Officer, any Managing Director, any Vice President, the Treasurer or any other management employee (i) that has the power to take the action in question and has been authorized, directly or indirectly, by the Board of Directors or equivalent body of such Person, (ii) working under the direct supervision of such Chairman of the Board, President, Senior Vice President, Chief Financial Officer, Managing Director, Vice President or Treasurer and (iii) whose responsibilities include the administration of the Overall Transaction and (b) with respect to the Pass Through Trustee and the Indenture Trustee an officer in their respective corporate trust departments and (c) with respect to the Trust Company or Owner Trustee, an officer in its Corporate Trust Services Department with responsibility for the day to day administrations of the Lessor.

“Restoration Closing Date” shall have the meaning set forth in Section 10.2(d) of the Facility Lease.

“Return Conditions” shall have the meaning set forth in Section 5.2 of the Facility Lease.

“Revenues” shall have the meaning set forth in clause (2) of the Granting Clause of the Indenture.

“Rev. Proc. 2001-28” means Revenue Procedure 2001-28, 2001-1 C.B. 1156.

“Right to Partition Waiver” shall have the meaning set forth in Section 3.1(ff) of the Participation Agreement.

“Sale” shall have the meaning set forth in Section 7.6(a) of the Participation Agreement.

“S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. or any successor thereto.

“Scheduled Closing Date” means July 10, 2007.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Renewal Term” with respect to the Facility Lease, shall have the meaning set forth in Section 15.1(b) of the Facility Lease.

“Second Renewal Option” with respect to the Site Lease, shall have the meaning set forth in Section 2.2(a)(ii) of the Site Lease.

“Section 467 Interest” with respect to the Facility Lease, shall have the meaning set forth in Section 3.2(d) of the Facility Lease.

“Section 467 Interest Deduction” shall have the meaning set forth in Section 1(d) of the Tax Indemnity Agreement.

“Section 467 Loan” with respect to the Facility Lease, shall have the meaning set forth in Section 3.2(d) of the Facility Lease.

“Secured Indebtedness” shall have the meaning set forth in Section 1.1(b) of the Indenture.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Intermediary’s Jurisdiction” shall have the meaning set forth in Section 9.12 of the Indenture.

“Severable Modifications” means any Modifications that are not Required Modifications and are removable from the Facility without causing material damage thereto.

“Shared Facilities” means the facilities shared by Units 1, 2 and 3 of the Generating Station.

“Site Lease” means the Site Lease, to be dated as of the Closing Date, between the Lessee and the Lessor, substantially in the form of Exhibit D to the Participation Agreement, pursuant to which the Lessee will lease the Ground Interest to the Lessor.

“Site Lease Event of Default” with respect to the Site Lease, shall have the meaning set forth in Section 13.1 of the Site Lease.

“Site Lease Termination Date” shall have the meaning set forth in Section 2.1 of the Site Lease.

“Site Lessee” shall have the meaning set forth in the preamble to the Site Lease.

“Site Lessor” shall have the meaning set forth in the preamble to the Site Lease.

“Site Rent” shall have the meaning set forth in Section 4.1 of the Site Lease.

“Site Sublease” means the Site Sublease, to be dated as of the Closing Date, between the Lessee and the Lessor, substantially in the form of Exhibit E to the Participation Agreement, pursuant to which the Lessor will sublease the Ground Interest to the Lessee.

“Site Sublessee Event of Default” shall have the meaning set forth in Section 12.1 of the Site Sublease.

“Special Event Amount” means, with respect to any Termination Date, an amount (as determined by an independent investment bank of national standing) equal to the excess, if any, of (a) the present value of the amounts in Column 1 of Schedule 3 to the Facility Lease corresponding to the dates in the Date column that are after the Termination Date, computed by discounting such amounts on a semiannual basis on each such date (assuming a 360-day year of twelve 30-day months) using a discount rate equal to the Treasury Yield plus 35 basis points over (b) the sum of (i) the sum of all amounts set forth in Column 2 of Schedule 3 to the Facility Lease corresponding to the dates in the Date column that are after the Termination Date and (ii) the product of (x) the amount by which the amount in Column 1 of Schedule 3 to the Facility Lease corresponding to the date in the Date column following the Termination Date exceeds the amount in Column 2 of Schedule 3 to the Facility Lease corresponding to the date in the Date column following the Termination Date and (y) the number of days (measured assuming a 360-day year of twelve 30-day months) from and including the date in the Date column preceding the Termination Date to but excluding the Termination Date divided by (A) number of days between the Closing and December 1, 2007, if the Termination Date occurs on or before 12/1/2007, or (B) 180, if the Termination Date occurs after December 1, 2007. The date of determination of a Special Event Amount shall be the third Business Day prior to the applicable Termination Date.

“Subrent” shall have the meaning set forth in Section 4.1 of the Site Sublease.

“Successor Guarantor” shall have the meaning set forth in Section 3.2(b) of the Guaranty.

“Supplemental Financing” shall have the meaning set forth in Section 11.1 of the Participation Agreement.

“Supplemental Rent” means any and all amounts, liabilities and obligations (other than Basic Rent) which the Lessee assumes or agrees to pay under the Operative Documents (whether or not identified as “Supplemental Rent”) to the Lessor or any other Person, including, without limitation, the Termination Amount and the PVRR Amount.

“Support Agreement” means the Support Agreement dated as of the Closing date, and substantially in the form of Exhibit L to the Participation Agreement, between the Lessee and the Lessor.

“Tax” or “Taxes” means any and all taxes, levies, imposts, duties, deductions, withholdings or similar charges (including ad valorem charges) imposed by the United States federal, any state or local, any non-United States, or any other government or other taxing authority and any and all interest, penalties and additions to tax related thereto.

“Tax Advance” shall have the meaning set forth in Section 9.2(g)(iii)(5) of the Participation Agreement.

“Tax Assumptions” means the items described in Section 1 of the Tax Indemnity Agreement.

“Tax Benefit” shall have the meaning set forth in Section 9.2(e) of the Participation Agreement.

“Tax Claim” shall have the meaning set forth in Section 9.2(g)(i) of the Participation Agreement.

“Tax Event” means any event or transaction that will be a taxable transaction to the holders of the Notes (or any Certificateholder) or result in an adverse change in the tax characterization of the Pass Through Trust.

“Tax Indemnitee” shall have the meaning set forth in Section 9.2(a) of the Participation Agreement.

“Tax Indemnity Agreement” means the Tax Indemnity Agreement, to be dated as of the Closing Date, between the Lessee and the Owner Participant.

“Tax Law Change” shall have the meaning set forth in Section 12.1(b) of the Participation Agreement.

“Tax Loss” shall have the meaning set forth in Section 5(a)(2) of the Tax Indemnity Agreement.

“Tax Representation” means each of the items described in Section 5(a)(1) of the Tax Indemnity Agreement.

“Tax Savings” means actual reductions in Taxes not indemnified against by the Lessee pursuant to Section 9.2 of the Participation Agreement.

“Taxes and Assessments” with respect to, and as used in, the Site Lease, shall have, collectively, the meaning set forth in Section 16.1 of the Site Lease, and with respect to, and as used in, the Ancillary Facilities Lease, shall have the meaning set forth in Section 15.1 of the Ancillary Facilities Lease.

“Term” with respect to, and as used in, the Site Lease or the Site Sublease, shall have the meaning set forth in Section 2.2(c) of the Site Lease or Section 2.1(b) of the Site Sublease, and with respect to, and as used in, the Ancillary Facilities Lease, shall have the meaning set forth in Article II of the Ancillary Facilities Lease.

“Termination Amounts” with respect to the Facility Lease and each Termination Date, means the amounts equal to the Purchase Price multiplied by the percentage of the Purchase Price specified on Schedule 2 to the Facility Lease as the corresponding “Termination Amount” plus the Special Event Amount unless the Termination Amount is being paid pursuant to Section 10.3 or 17 of the Facility Lease.

“Termination Date” with respect to the Facility Lease, means each of the monthly dates during the Lease Term identified as a “Termination Date” on Schedule 2 of the Facility Lease.

“Termination Notice” shall have the meaning set forth in Section 10.3(a)(ii) of the Facility Lease.

“TIA” means the Trust Indenture Act of 1939.

“Title Company” means Chicago Title Insurance Company.

“Title Policy” means the title insurance policy, dated as of the Closing Date, to be issued by the Title Company with respect to the Lessor’s Interest and delivered pursuant to Section 4.14 of the Participation Agreement.

“Total Loss” shall have the meaning set forth in Section 10.2 of the Facility Lease.

“Transaction Expenses” means the Lessor Closing Costs and such additional expenses as may be payable by the Lessee pursuant to Section 2.3 of the Participation Agreement.

“Transaction Party” means, individually or collectively, as the context shall require, all, each, or any of the parties to the Operative Documents (including the Indenture Company and the Pass Through Company).

“Transferee” means a transferee of the Owner Participant permitted by Section 7.1 of the Participation Agreement.

“Transferee Guarantor” shall have the meaning set forth in Section 7.1(a)(iii) of the Participation Agreement.

“Treasury Regulations” means regulations, including temporary regulations, promulgated under the Code.

“Treasury Yield” means, for purposes of determining the Special Event Amount, at the date of determination of the Special Event Amount, the interest rate (expressed as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity for United States Treasury securities maturing on the Average Life Date and trading in the public securities markets either as determined by interpolation between the most recent weekly average yield to maturity for two series of United States Treasury securities trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Average Life Date and (B) the other maturing as close as possible to, but later than, the Average Life Date, in each case as published in the most recent H.15(519) or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date is reported in the most recent H.15(519), such weekly average yield to maturity as published in such H.15(519).

“Trust Agreement” means the Trust Agreement, dated as of June 26, 2007, between the Owner Participant and the Trust Company, as the same may be amended, modified or supplemented from time to time in accordance with the provisions thereof.

“Trust Company” shall have the meaning set forth in the preamble to the Participation Agreement.

“Trust Estate” means all the estate, right, title and interest of the Lessor in, to and under the Undivided Interest, the Ground Interest, the Operating Agreement and the Operative Documents, including all funds advanced to the Lessor by the Owner Participant, all installments and other payments of Periodic Rent, Supplemental Rent or Termination Amount under the Facility Lease, condemnation awards, purchase price, sale proceeds, insurance proceeds and all other proceeds, rights and interests of any kind for or with respect to the estate, right, title and interest of the Lessor in, to and under the Undivided Interest, the Ground Interest and the Operative Documents and any of the foregoing.

“Trust Interest” means the interest of the Owner Participant in the Lessor.

“Undivided Interest” means an undivided 16.8885% interest in the Facility to be granted or conveyed to the Lessor from the Lessee pursuant to the Bill of Sale and leased by the Lessor to the Lessee pursuant to the Facility Lease, as more fully described in Exhibit A to the Participation Agreement.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect in the applicable jurisdiction.

“United States Person” means a “United States person” as that term is defined in Section 7701(a)(30) of the Code or any successor provision thereto.

“Use” shall have the meaning set forth in Section 9.1(a)(i) of the Participation Agreement.

Exhibit I

Participation Agreements

The separate Participation Agreements dated as of June 26, 2007 among the Lessee, the Guarantor, the Owner Participant identified therein, the Trust Company, The Bank of New York Trust Company, N.A., as Indenture Trustee, The Bank of New York Trust Company, N.A., as Pass Through Trustee, and each of the following Lessors:

1. Mansfield 2007 Trust A

2. Mansfield 2007 Trust B

3. Mansfield 2007 Trust C

4. Mansfield 2007 Trust D

5. Mansfield 2007 Trust E

6. Mansfield 2007 Trust F

EXHIBIT 10-2

EXECUTION COPY

TRUST AGREEMENT

(MANSFIELD 2007 TRUST A)

Dated as of June 26, 2007

between

HILLBROOK CORP.,

as Owner Participant

and

U.S. BANK TRUST NATIONAL ASSOCIATION,

as Owner Trustee

TABLE OF CONTENTS

			Page

ARTICLE I DEFINITIONS AND TERMS			1
	Section 1.01.	Certain Definitions	1
ARTICLE II AUTHORITY TO EXECUTE CERTAIN OPERATIVE DOCUMENTS; DECLARATION OF TRUST			2
	Section 2.01.	Authority to Execute Participation Agreement	2
	Section 2.02.	Declaration of Trust by Owner Trustee, Etc	2
ARTICLE III LEASE OF FACILITY; ISSUANCE OF LOAN CERTIFICATES			3
	Section 3.01.	Authorizations	3
	Section 3.02.	Conditions Precedent	4
ARTICLE IV RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM THE TRUST ESTATE			4
	Section 4.01.	Distribution of Payments.	4
	Section 4.02.	Method of Payments	5
	Section 4.03.	Payments from Trust Estate Only	5
ARTICLE V DUTIES OF THE OWNER TRUSTEE			5
	Section 5.01.	Notice of Certain Events	5
	Section 5.02.	Action Upon Instructions	6
	Section 5.03.	No Action Without Indemnification	6
	Section 5.04.	No Duties Except as Specified in Trust Agreement or Instructions	7
	Section 5.05.	Satisfaction of Conditions Precedent	7
ARTICLE VI THE OWNER TRUSTEE			7
	Section 6.01.	Acceptance of Trusts and Duties	7
	Section 6.02.	Absence of Certain Duties	8
	Section 6.03.	No Representations or Warranties as to Certain Matters	8
	Section 6.04.	No Segregation of Monies Required; No Interest	9
	Section 6.05.	Reliance Upon Certificates, Counsel and Agents	9
	Section 6.06.	Not Acting in Individual Capacity	9
	Section 6.07.	Fees; Compensation	10
	Section 6.08.	Books, Records and Tax Returns	10
	Section 6.09.	Interpretation of Trust Agreement	10
ARTICLE VII INDEMNIFICATION OF THE TRUST COMPANY BY OWNER PARTICIPANT			10
	Section 7.01.	Owner Participant to Indemnify the Trust Company	11
	Section 7.02.	Exclusions from Indemnity	11
	Section 7.03.	No Indemnity to Trust Estate	12
	Section 7.04.	Subrogation; Claims Under Operative Documents	12
	Section 7.05.	Survival	12

ARTICLE VIII SUCCESSOR OWNER TRUSTEES; CO-TRUSTEES			12
	Section 8.01.	Resignation of Owner Trustee; Appointment of Successor	13
	Section 8.02.	Co Trustees and Separate Trustees	14
ARTICLE IX SUPPLEMENTS AND AMENDMENTS TO TRUST AGREEMENT AND OTHER DOCUMENTS			15
	Section 9.01.	Supplements and Amendments and Delivery Thereof.	15
	Section 9.02.	Discretion as to Execution of Documents	16
	Section 9.03.	Absence of Requirements as to Form	16
	Section 9.04.	Distribution of Documents	16
	Section 9.05.	No Request Needed as to Closing Date Documents	16
ARTICLE X MISCELLANEOUS			16
	Section 10.01.	Termination.	16
	Section 10.02.	Owner Participant Has No Legal Title to Trust Estate	17
	Section 10.03.	Assignment, Sale, etc. of Trust Estate	17
	Section 10.04.	Trust Agreement for Benefit of Parties Only	17
	Section 10.05.	Notices	18
	Section 10.06.	Severability	18
	Section 10.07.	Waivers, etc.	18
	Section 10.08.	Counterparts	18
	Section 10.09.	Binding Effect, etc.	18
	Section 10.10.	Headings; References	18
	Section 10.11.	Governing Law	18
	Section 10.12.	Limitations on the Liability of the Owner Participant	18
	Section 10.13.	Performance by the Owner Participant	19
	Section 10.14.	Further Assurances	19
	Section 10.15.	Transfer of Interests	19

TRUST AGREEMENT

This TRUST AGREEMENT (MANSFIELD 2007 TRUST A) dated as of June 26, 2007 (as such may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof and, where applicable, the other Operative Documents, this “ Trust Agreement ” or “ Agreement ”), between HILLBROOK CORP., a Delaware corporation (together with any successors or permitted assigns thereof, the “ Owner Participant ”), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association (in its individual capacity, the “ Trust Company ”, and otherwise not in its individual capacity but solely as owner trustee hereunder acting on behalf of the Trust, together with any successors or permitted assigns thereof, the “ Owner Trustee ”).

In consideration of the mutual terms, conditions and covenants contained herein, the parties hereto agree as follows:

W I T N E S S E T H :

ARTICLE I

DEFINITIONS AND TERMS

Section 1.01. Certain Definitions . Unless the context shall otherwise require and except as contained in this Section 1.01 or as otherwise defined herein, the capitalized terms used herein shall have the respective meanings assigned thereto in Appendix A to the Participation Agreement (as hereinafter defined) for all purposes hereof. All definitions contained or referred to in this Section 1.01 shall be equally applicable to both the singular and plural forms of the terms defined. For all purposes of this Trust Agreement the following terms shall have the following meanings:

“ Certificate of Trust ” means the certificate of trust for the Trust, filed or to be filed in the office of the Secretary of State of the State of Delaware pursuant to the Statutory Trust Act.

“ Participation Agreement ” means the Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., FirstEnergy Solutions Corp., the Trust, the Trust Company, the Owner Participant, the Indenture Trustee and the Pass Through Trustee.

“ Statutory Trust Act ” means the Delaware Statutory Trust Act, 12 Del. C. § 3801 et seq., as amended from time to time.

“ Trust Estate ” means the sum of one Dollar (receipt of which from the Owner Participant is hereby acknowledged by the Trust) and all estate, right, title and interest of the Trust in, to and under (i) the Site Lease, the Site Sublease, the Facility Lease and the other Operative Documents to which the Trust is a party (except amounts owing to the Owner Participant or the Trust Company) and (ii) the Undivided Interest (or any part thereof).

“ Trust ” means the Delaware statutory trust created hereunder pursuant to the Statutory Trust Act and governed by this Trust Agreement.

ARTICLE II

AUTHORITY TO EXECUTE CERTAIN OPERATIVE DOCUMENTS;
DECLARATION OF TRUST

Section 2.01. Authority to Execute Participation Agreement . Subject to Section 3.02, the Owner Participant hereby authorizes and directs the Owner Trustee, and the Owner Trustee shall, and is hereby empowered to, create a trust (the “ Trust ”) pursuant to the terms hereof and, upon the direction of the Owner Participant on behalf of the Trust, to execute and deliver on or in respect of the Closing Date the Participation Agreement and the other Operative Documents to which it is a party in the form that is delivered by the Owner Participant to the Trust for execution and delivery.

Section 2.02. Declaration of Trust by Owner Trustee, Etc . This Agreement is intended by the Owner Participant to create, and the Trust created hereby is intended by the Owner Participant and the other parties interested herein to constitute, for purposes of the laws of the State of Delaware, a Delaware statutory trust under the Statutory Trust Act. This Agreement constitutes the sole governing instrument of such Trust. Notwithstanding anything set forth herein to the contrary, it is the intention of the parties hereto and the other parties interested herein that the Trust constitute a grantor trust within the meaning of Section 671 through 679 of the Internal Revenue Code and not a corporation, or association treated as a corporation or partnership, and each of the Owner Trustee and the Owner Participant shall act in accordance with this intention. The Owner Trustee hereby irrevocably declares that it holds and will hold all its right, title and interest in and to the Trust Estate upon the trusts and for the use and benefit of the Owner Participant subject to all the applicable terms and conditions of the Operative Documents and the lien and security interest created by the Indenture. The name of the Trust is “Mansfield 2007 Trust A.” Unless instructed otherwise by the Owner Participant, and at the sole expense of the Trust, the Owner Trustee will, and is hereby authorized, directed and empowered, and shall cause the Trust to:

	(A) observe all procedures required by, and comply with the requirements and limitations of, the Certificate of Trust and this Agreement as the governing instrument in respect of the Trust;

	(B) maintain the Trust’s existence in good standing under the Statutory Trust Act;

	(C) act solely in the name of the Trust in the conduct of the Trust’s permitted activities;

	(D) hold the Trust out to the public (including any creditors of the Trust) under the Lessor’s name as an entity separate and distinct from the Trust Company and the Owner Participant;

	(E) conduct the business of the Trust solely in the name of the Trust and not so as to mislead others as to the separate identities of the Trust, the Trust Company and the Owner Participant and, without limiting the foregoing, make any written communications solely in the name of the Trust;

	(F) maintain the Trust’s records and books of account correctly and separately from those of the Trust Company and the Owner Participant and not commingle the Trust Estate with the assets of the Trust Company, the Owner Participant or any controlling person of the Trust Company or the Owner Participant;

	(G) maintain any financial statements of the Trust separate and distinct from those of the Trust Company and the Owner Participant and file any tax returns of the Trust separately from any tax returns of the Trust Company or the Owner Participant;

	(H) disclose, in accordance with and to the extent required by generally accepted accounting principles, in any annual financial statements of the Trust (if such financial statements are prepared by the Owner Trustee), information in the possession of the Trust Company with respect to the effects of the transactions and activities contemplated by this Agreement to which the Trust is a party; and

	(I) maintain the Certificate of Trust, this Agreement and any other governing instrument in respect of the Trust as official records of the Trust.

To the maximum extent permitted under the Statutory Trust Act, including Sections 3805(b) and 3808(b) thereof (a) the bankruptcy, insolvency or other similar incapacity of the Owner Participant shall not (i) operate to terminate this Agreement, (ii) entitle the Owner Participant’s legal representative to claim an accounting or to take any action in any court for the partition of the Trust Estate or winding up of the Trust or (iii) otherwise affect the rights, obligations and liabilities of the parties hereto; and (b) no creditor of the Owner Participant shall have the right to obtain possession of, or exercise legal or equitable remedies with respect to, the Trust Estate.

ARTICLE III

LEASE OF FACILITY;
ISSUANCE OF LOAN CERTIFICATES

Section 3.01. Authorizations . In addition to the authorization in Section 2.01 hereof, the Owner Participant hereby authorizes, empowers and directs that the Trust and the Owner Trustee, for the benefit of the Owner Participant will, on the Closing Date, subject to due compliance with the terms of Section 3.02 hereof:

	(a) lease the Undivided Interest to the Lessee under the Facility Lease;

	(b) execute and deliver the Participation Agreement, the Indenture, the Notes and each other Operative Document to which the Trust is to be a party in connection with the transactions consummated on such Closing Date;

	(c) take such other action (including by way of incurring obligations to trade creditors or other service providers in the ordinary course of business or as otherwise contemplated by the Operative Documents) as may be required of the Trust hereunder or under the Participation Agreement, the Indenture, the Facility Lease, the Site Lease, the Site Sublease and any other Operative Document to effectuate the transactions then contemplated thereby; and

	(d) execute and deliver all such other instruments, documents or certificates and take all such other actions in accordance with the written directions of the Owner Participant, as the Owner Participant may deem necessary or advisable in connection with the transactions contemplated hereby.

Section 3.02. Conditions Precedent . The rights and obligations of the Owner Trustee or the Trust to take the actions required by Section 2.01, Section 2.02 and Section 3.01 hereof shall be subject to the conditions set forth in the Participation Agreement with respect to the obligation of the Owner Participant to proceed to closing having been fulfilled to the satisfaction of, or waived by, the Owner Participant. The furnishing by the Owner Participant of the amounts required pursuant to Section 2(a)(i) of the Participation Agreement to the Trust (together with instructions to pay such amounts to the appropriate parties) shall constitute, without further action by the Owner Participant, conclusive evidence, between the Owner Participant and the Trust, of such fulfillment or waiver. Any documents signed, or other actions taken, by the Owner Trustee at or in connection with the Closing in the presence of or at the direction of Owner Participant’s counsel shall be conclusively deemed authorized and empowered by this Trust Agreement and by the Owner Participant.

ARTICLE IV

RECEIPT, DISTRIBUTION AND APPLICATION
OF INCOME FROM THE TRUST ESTATE

Section 4.01. Distribution of Payments .

	(a) Payments to the Owner Participant . All rent payments received by the Owner Trustee on behalf of the Trust and all other payments of any kind included in the Trust Estate payable by or for the benefit of the Lessee to the Trust shall be payable directly to the Owner Participant (and if any of the same are received by the Owner Trustee, the Owner Trustee shall upon receipt pay over the same to the Owner Participant without deduction, set-off or adjustment of any kind) for distribution in accordance with the provisions of Article III of the Indenture; provided , however , that any payments received by the Owner Trustee from the Lessee with respect to the Owner Trustee’s fees and disbursements shall be retained by the Owner Trustee and applied toward the purpose for which such payments were made.

	(b) Excluded Payments . Any Excluded Payments received by the Owner Trustee on behalf of the Trust other than amounts payable to the Trust shall be paid by the Owner Trustee, as directed by the Owner Participant, to the Person to whom such Excluded Payments are payable under the provisions of the Participation Agreement, the

Tax Indemnity Agreement, the Facility Lease, the Site Lease, the Site Sublease or the other Operative Documents, and the Owner Trustee may request the Owner Participant to provide written instructions as to the distribution of such Excluded Payments. Absent receipt of such written instructions, and only upon the sole confirmation of the Owner Participant, any such amounts held by the Owner Trustee may be invested in Permitted Investments.

Section 4.02. Method of Payments . The Owner Trustee shall make distributions or cause distributions to be made to the Owner Participant pursuant to this Article IV by transferring by wire transfer in immediately available funds on the day received (or on the next succeeding Business Day if the funds to be distributed shall not have been received by the Owner Trustee by 2:00 P.M., New York time) the amount to be distributed to the account set forth on Schedule 1-C to the Participation Agreement or such other account or accounts of the Owner Participant as the Owner Participant may designate from time to time in writing to the Owner Trustee. In addition, the Trust will, if so requested by the Owner Participant in writing, pay any or all amounts payable to the Owner Participant pursuant to this Article IV either (i) by crediting such amount or amounts to an account or accounts maintained by the Owner Participant with the Trust Company in immediately available funds, (ii) by payment at the Trust Office of the Trust, in immediately available funds, or (iii) by mailing an official bank check or checks in such amount or amounts payable to the Owner Participant at such address as the Owner Participant shall have designated in writing to the Trust.

Section 4.03. Payments from Trust Estate Only . All amounts payable by the Trust pursuant to this Trust Agreement shall be paid only from the income of and the proceeds from the Trust Estate and only to the extent that the Trust shall have received sufficient income or proceeds from the Trust Estate to make such payments in accordance with the terms of this Article IV. The Owner Participant agrees that it will look solely to the income of and the proceeds from the Trust Estate to the extent available for distribution to it as herein provided and that the Trust Company shall not be personally liable to the Owner Participant for any amounts payable pursuant to this Trust Agreement and, except as expressly provided in this Trust Agreement, shall not be subject to any liability in its individual capacity under this Trust Agreement.

ARTICLE V

DUTIES OF THE OWNER TRUSTEE

Section 5.01. Notice of Certain Events . If a Responsible Officer of the Owner Trustee shall have Actual Knowledge of a Lease Default, Lease Event of Default, Site Lease Event of Default, Site Sublessee Event of Default or Event of Loss (or an event which with the passage of time or the giving of notice or both would constitute an Event of Loss), the Owner Trustee shall give to the Owner Participant prompt telephonic or telecopy notice thereof followed by prompt confirmation thereof to the Owner Participant by overnight delivery service. Subject to the terms of Section 5.03 hereof, the Owner Trustee shall take or cause the Trust to take such action or shall refrain from taking such action, with respect to such Lease Default, Lease Event of Default, Site Lease Event of Default, Site Sublessee Event of Default, Event of Loss or other event or default as shall be directed in writing by the Owner Participant. The

Owner Participant shall not instruct or direct the Owner Trustee or Trust to take or refrain from taking any action contrary to the provisions of the Operative Documents. If the Owner Trustee shall not have received instructions as above provided within 20 days after providing the confirmation described above to the Owner Participant, the Owner Trustee, may, until otherwise instructed in accordance with this Article V, but shall be under no duty to, take or refrain from taking such action with respect to such Event of Default or other event or default of which the notice has been given and confirmation provided, not contrary to the provisions of the Indenture and the other Operative Documents, as it shall deem advisable in the best interests of the Owner Participant. For all purposes of this Trust Agreement, the Facility Lease and the other Operative Documents, in the absence of Actual Knowledge by a Responsible Officer of the Owner Trustee, the Owner Trustee shall not be deemed to have knowledge of any Lease Default, Lease Event of Default, Site Lease Event of Default, Site Sublessee Event of Default or Event of Loss or other event referred to in this Section 5.01 unless notified in writing by the Indenture Trustee (so long as the Indenture has not been terminated pursuant to the terms thereof), the Owner Participant or the Lessee.

Section 5.02. Action Upon Instructions . Subject to the terms of Section 5.01 and Section 5.03, 5.04 and Section 10.01 hereof, upon the written instructions at any time and from time to time of the Owner Participant, the Owner Trustee will take or refrain from taking such of the following actions, not contrary to the provisions of the Operative Documents, as may be specified in such instructions: (i) give such notice or direction or exercise such right, remedy or power hereunder or under any of the Operative Documents to which the Trust is a party or in respect of all or any part of the Trust Estate, or take such other action, as shall be specified in such instructions; (ii) take such action to preserve or protect the Trust Estate (including the discharge of Liens) as may be specified in such instructions; (iii) approve as satisfactory to the Trust all matters required by the terms of the Facility Lease or the other Operative Documents to be satisfactory to the Trust, it being understood that, without written instructions of the Owner Participant, the Owner Trustee shall not approve any such matter as satisfactory to the Trust; (iv) after the expiration or earlier termination of the Facility Lease, convey all of the Trust’s right, title and interest in and to the Undivided Interest for such amount, on such terms and to such purchaser or purchasers as shall be designated in such instructions, or retain, sublease or otherwise dispose of, or from time to time take such other action with respect to, the Undivided Interest on such terms as shall be designated in such instructions; (v) execute and file any document relating to the property interests, the security interests and the assignments created by the Operative Documents; and (vi) terminate the Trust created hereby pursuant to the terms of this Trust Agreement. The Owner Participant represents and warrants that no instructions given by it hereunder shall be contrary to the provisions of the Operative Documents and the Owner Trustee shall be entitled to rely upon such instructions without verification of such compliance.

Section 5.03. No Action Without Indemnification . The Owner Trustee shall not be required to take any action under Section 5.02 hereof unless the Trust Company and other Owner Trustee Indemnitees shall have been indemnified by the Owner Participant or any other Person, in manner and form reasonably satisfactory to the Trust Company, against any liability, cost or expense (including reasonable counsel fees and disbursements but excluding any liability, cost or expense that results from (x) the failure of the Owner Trustee to use ordinary care to receive, hold and disburse funds, (y) the inaccuracy of any representation or warranty (or breach of any covenant) by the Trust Company with respect to any of the Operative Documents or (z) in

all other cases the willful misconduct or gross negligence on the part of the Trust Company) which may be incurred in connection therewith. The Owner Trustee shall not be required to take any action under Section 5.02 hereof if the Owner Trustee shall reasonably determine, or shall have been advised by counsel, that such action is contrary to the terms of any of the Operative Documents to which the Trust is a party, or is otherwise contrary to Applicable Law; provided , that, the Owner Trustee shall give prompt notice that it has made such a determination (explaining the reasons therefor) to the Owner Participant.

Section 5.04. No Duties Except as Specified in Trust Agreement or Instructions . The Owner Trustee shall not have any duty, power or obligation to manage, control, use, sell, operate, store, insure, dispose of or create any Lien on or otherwise deal with the Undivided Interest or any other part of the Trust Estate, or otherwise to take or refrain from taking any action under, or in connection with, any of the Operative Documents to which the Trust is a party, except as expressly required by the terms hereof or of any of the Operative Documents to which the Trust is a party, or as expressly provided by the terms hereof or in an instruction from the Owner Participant received pursuant to the terms of Section 5.01, Section 5.02 or Section 6.08 hereof, and no implied powers, duties or obligations shall be read into this Trust Agreement against or in favor of the Owner Trustee or Trust Company. The Trust Company agrees that it will, and at its own cost or expense (but without any right of indemnity in respect of any such cost or expense under Section 5.03 or Section 7.01 hereof), promptly take such action as may be necessary duly to discharge and satisfy in full all Lessor Liens (other than Owner Trustee Claims (as defined in Section 7.01 hereof) for which the Owner Participant is obligated to indemnify the Trust Company under Section 7.01 hereof) which it is required to discharge pursuant to Section 6.2 of the Participation Agreement and otherwise comply with the terms of said Section 6.2.

Section 5.05. Satisfaction of Conditions Precedent . Anything herein to the contrary notwithstanding, the Owner Participant authorizes, directs and empowers the Owner Trustee to cause the Trust to comply with the provisions of Section 2.02 and Section 3.01 hereof upon the satisfaction of all the applicable conditions precedent specified in Section 3.02 hereof.

ARTICLE VI

THE OWNER TRUSTEE

Section 6.01. Acceptance of Trusts and Duties . The Trust Company accepts the trusts hereby created and agrees to perform its duties hereunder, as Owner Trustee but only upon the terms hereof. The Trust Company also agrees to receive and disburse all monies received by it constituting part of the Trust Estate upon the terms hereof. The Trust Company shall not be answerable or accountable under any circumstances in its individual capacity, except (a) for its own willful misconduct or gross negligence, (b) for performance of the terms of the last sentence of Section 5.04 hereof or any covenant of the Trust Company in any other Operative Document to the extent that it is a party thereto in its individual capacity, (c) for its failure to use ordinary care to receive, hold and disburse funds, (d) for liabilities that may result from the inaccuracy of any representation or warranty of the Trust Company (or from the failure by the Trust Company to perform any of its covenants) made in its individual capacity in Section 6.03 hereof or in Section 6 of the Participation Agreement and (e) for Taxes on, based on or measured by any fees,

compensation or commissions payable to the Trust Company in connection with the transactions contemplated by the Operative Documents.

Section 6.02. Absence of Certain Duties . Except in accordance with instructions furnished pursuant to Section 5.01, Section 5.02 or Section 6.08 hereof and except as provided in, and without limiting the generality of, Section 5.03 or Section 5.04 hereof and Section 2.02, Section 3.01 and Section 8.01(b) hereof, neither the Owner Trustee nor the Trust Company shall have any duty (i) to see to any recording or filing of any Operative Document or of any supplement to any thereof or of any financing statement or continuation statement or to see to the maintenance of any such recording or filing or any filing of reports with any Governmental Authority, (ii) to see to any insurance on the Undivided Interest or any portion thereof or to effect or maintain any such insurance, whether or not the Lessee shall be in default with respect thereto, other than to forward to the Owner Participant copies of all reports and other written information which the Trust receives from the Lessee pursuant to the Operative Documents, (iii) to see to the payment or discharge of any tax, assessment or other governmental charge or any Lien or encumbrance of any kind owing with respect to, assessed or levied against any part of the Trust Estate, or (iv) to inspect the Lessee’s books and records with respect to the Undivided Interest or any portion thereof at any time permitted pursuant to the Facility Lease or otherwise monitor the performance of the Lessee’s or any other Person’s obligations under the Operative Documents. Notwithstanding the foregoing, the Owner Trustee will furnish to the Owner Participant, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Owner Trustee under the Site Lease, the Site Sublease, the Facility Lease or any other Operative Document unless the same has already been furnished to the Owner Participant.

Section 6.03. No Representations or Warranties as to Certain Matters . NEITHER THE OWNER TRUSTEE NOR THE TRUST COMPANY MAKES OR SHALL BE DEEMED TO HAVE MADE (a) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OF THE FACILITY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE FACILITY (OR ANY PART THEREOF) WHATSOEVER, except that the Trust Company warrants that the Undivided Interest shall be free of Lessor Liens attributable to the Trust Company (other than Owner Trustee Claims for which the Owner Participant is obligated to indemnify the Trust Company under Section 7.01 hereof) on the Closing Date, or (b) any representation or warranty as to the validity, legality or enforceability of this Trust Agreement or any Operative Document to which the Trust is a party, or any other document or instrument, or as to the correctness of any statement contained in any thereof except to the extent that any such statement is expressly made herein by such party as a representation by the Trust Company or by the Owner Trustee, as the case may be, and except that the Trust Company hereby represents and warrants that this Trust Agreement has been, and (assuming due authorization, execution and delivery by the Owner Participant of this Trust Agreement) the Operative Documents to which it or the Trust is a party have been (or at the time of execution and delivery of any such instrument by it or the Trust hereunder or pursuant to the terms of the Participation Agreement that such an instrument will be) duly executed and delivered by one of its officers who is or will be, as the case may be, duly authorized to execute and deliver such instruments on behalf of the Trust Company or the Owner Trustee, as the case may be.

Section 6.04. No Segregation of Monies Required; No Interest . Except as expressly provided in the Operative Documents, monies received by the Trust or the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law, and may be deposited under such general conditions as may be prescribed by law, and the Trust or the Owner Trustee shall not be liable for any interest thereon.

Section 6.05. Reliance Upon Certificates, Counsel and Agents . Neither the Trust Company nor the Owner Trustee shall incur any liability to anyone in acting in reliance upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper reasonably believed by it to be genuine and reasonably believed by it to be signed by the proper party or parties. Unless other evidence in respect thereof is specifically prescribed herein, any request, direction, order or demand of the Owner Participant, the Lessee or any Person mentioned herein or in any of the Operative Documents to which the Trust is a party shall be sufficiently evidenced by written instruments signed by a person purporting to be a Responsible Officer and in the name of the Owner Participant, the Lessee or any Person, as the case may be. The Trust Company or the Owner Trustee may accept in good faith a certified copy of a resolution of the board of directors or executive committee, as the case may be, of any corporate party (or in each case, the equivalent thereof), certified by the Secretary or an Assistant Secretary (or an equivalent official) of such corporate party as duly adopted and in full force and effect, as conclusive evidence that such resolution has been duly adopted by said board or committee and that the same is in full force and effect. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Trust Company or the Owner Trustee may for all purposes hereof rely on an Officer’s Certificate of the relevant party as to such fact or matter, and such certificate shall constitute full protection to the Trust Company and the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. In the administration of the trust hereunder, the Trust Company and the Owner Trustee may execute any of the trusts or powers hereof and perform its powers and duties hereunder directly or through agents or attorneys and may consult with counsel, accountants and other skilled persons to be selected and employed by it. Neither the Trust Company nor the Owner Trustee shall be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion of any such agent, counsel, accountants or other skilled persons and the Owner Trustee shall not be liable for the negligence of any such agent, counsel, accountant or other skilled person appointed by it with due care hereunder, but shall be liable for its failure to act in good faith in the appointment of agents, counsel, accountants or other skilled persons.

Section 6.06. Not Acting in Individual Capacity . In accepting the trust created hereby, the Trust Company acts in its individual capacity, but in executing such trust, including, without limitation, acting as Owner Trustee or otherwise acting on behalf of the Trust, the Trust Company acts solely as trustee and not in its individual capacity except as otherwise expressly provided herein or in the other Operative Documents to which the Trust Company is a party; and, except as may be otherwise expressly provided in this Trust Agreement, the Site Lease, the Site Sublease, the Facility Lease, the Participation Agreement, the Indenture and any other Operative Document, all Persons having any claim against the Trust or the Owner Trustee by reason of the transactions contemplated hereby shall look only to the Trust Estate for payment or satisfaction thereof except to the extent the Trust Company, the Trust or the Owner Trustee shall have expressly agreed otherwise herein or in any other Operative Document.

Section 6.07. Fees; Compensation . To the extent not theretofore paid by the Lessee or another Person pursuant to the Operative Documents, the Trust Company shall be entitled, upon thirty days’ notice, to receive from the Owner Participant as compensation such fees as are set forth in a separate fee agreement with the Lessee together with reimbursement within one month of its request for all reasonable expenses incurred or made by it in accordance with any of the provisions of this Trust Agreement or any other Operative Document (including the reasonable compensation and the expenses of its counsel, accountants or other skilled persons and of all other persons not regularly in its employ) or incurred pursuant to the taking of any action in consequence of any direction of the Owner Participant pursuant to the terms hereof. The Trust Company agrees to look first to the Lessee for payment or reimbursement of such amount pursuant to the Operative Documents but shall not be required to exhaust its remedies thereunder before looking to the Owner Participant for the payment of any amount owing to the Trust Company.

Section 6.08. Books, Records and Tax Returns . The Owner Trustee shall be responsible for the keeping of all appropriate books and records relating to the receipt and disbursement of all monies under this Trust Agreement or any agreement contemplated hereby. The Owner Trustee shall be responsible for causing to be prepared, at the request and expense of the Owner Participant, all income tax returns required to be filed with respect to the Trust created hereby and, at the request of the Owner Participant, shall execute and file such returns; provided that the Owner Trustee shall send a copy of any such completed return to the Owner Participant not less than fifteen days prior to the date such return is due or filed. The Owner Participant, upon request, will furnish the Owner Trustee with all such information as may be reasonably required from the Owner Participant in connection with the preparation of such income tax returns. The Owner Trustee shall, at the request of the Owner Participant, apply for a tax identification number on behalf of and for the benefit of the Trust. The Owner Trustee shall keep copies of all returns delivered to it or filed by it and shall promptly forward to the Owner Participant any communications with respect to Taxes pertaining to the Trust Estate that are received. The Trust Company shall not be personally liable for any Taxes due and payable in connection with this Trust Agreement or any of the other Operative Documents except for any such Tax on, based on or measured by any fees, compensation or commissions payable to the Trust Company in connection with the transactions contemplated by the Operative Documents.

Section 6.09. Interpretation of Trust Agreement . If the Owner Trustee is uncertain as to the application of any provision of this Trust Agreement, or such provision is ambiguous as to its application or is, or appears to be, in conflict with any other applicable provision hereof, or if this Trust Agreement permits any determination by the Owner Trustee or is silent or incomplete as to the course of action that the Owner Trustee or the Trust is required to take with respect to a particular set of facts, the Owner Trustee may seek instructions from the Owner Participant and shall not be liable to any Person to the extent that it acts in good faith in accordance with the instructions of the Owner Participant.

ARTICLE VII

INDEMNIFICATION OF THE TRUST COMPANY BY OWNER PARTICIPANT

Section 7.01. Owner Participant to Indemnify the Trust Company . The Owner Participant hereby agrees, subject to Section 7.02 hereof, to indemnify, protect, save and keep harmless the Trust Company and its successors, permitted assigns, directors, officers, employees, agents and servants (each, a “ Owner Trustee Indemnitee “), from and against any and all liabilities, obligations, losses, damages, penalties, Taxes, claims, actions, suits, out-of-pocket costs, expenses or disbursements (including, without limitation, reasonable legal fees and expenses but excluding internal costs and expenses such as salaries and overhead) (collectively, ” Owner Trustee Claims “) of any kind and nature whatsoever imposed on, incurred by or asserted against such Owner Trustee Indemnitee in any way relating to or arising out of this Trust Agreement or any of the other Operative Documents, or in any way relating to or arising out of the use of the Undivided Interest or any portion thereof, or the ownership, delivery, lease, sublease, possession, use, operation, condition, sale, return or other disposition of the Undivided Interest or any portion thereof (including, without limitation, latent and other defects, whether or not discoverable, strict tort liability and any claim for patent, trademark or copyright infringement and any claim in any way relating to or arising out of any loss of or damage to any property or the environment or the death of or any injury to any Person), or in any case relating to or arising out of the administration of the Trust, the Trust Estate or the action or inaction of the Owner Trustee or the Trust Company, in its individual capacity hereunder. To secure the same, the Trust Company shall have a lien on the Trust Estate, which shall be prior to any interest therein of the Owner Participant, but subject to the rights and interests of the Indenture Trustee under the Indenture. To the fullest extent permitted by law, to the Owner Participant shall advance to each such Owner Trustee Indemnitee any expenses incurred by such Owner Trustee Indemnitee in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Owner Participant of an undertaking by the Owner Trustee Indemnitee to repay such amount if it shall be determined that such Owner Trustee Indemnitee is not entitled to be indemnified therefore under this Section.

Section 7.02. Exclusions from Indemnity . Notwithstanding Section 7.01 hereof, the Owner Participant shall not be required to indemnify any Owner Trustee Indemnitee in the case of any and all Owner Trustee Claims of any kind and nature whatsoever resulting from or arising out of or which would not have occurred but for or which is in the nature of one or more of the following:

	(a) the willful misconduct or gross negligence on the part of the Trust Company in the performance or nonperformance of its duties hereunder or under any other Operative Document to which it is a party; or

	(b) the breach or incorrectness of any representation or warranty of the Trust Company herein or of the Trust Company in any other Operative Document to which it is a party or from the failure of the Trust Company to perform or observe any agreement, covenant or condition hereunder or under any other Operative Document to which it is a party; or

	(c) a breach by the Trust Company of its covenant in the last two sentences of Section 5.04 or in Section 6.01(b) hereof or any other covenant made by the Trust Company in its individual capacity; or

	(d) the failure of the Trust Company to use ordinary care to receive, hold and disburse funds actually received by it in accordance with the terms of the Operative Documents; or

	(e) any Tax on, based on or measured by any fees, compensation or commissions payable to the Trust Company in connection with the transactions contemplated by the Operative Documents; or

	(f) any Claim that is excluded pursuant to Section 9.1(b), subsection (ii), (v), (vii) and (ix) of the Participation Agreement from the Lessee’s agreement to indemnify the Trust Company or the Owner Trustee under Section 9.1(a) of the Participation Agreement; or

	(g) any acts or events that occur after the termination of this Trust Agreement;

provided , however , that none of the exclusions set forth in this Section 7.02 shall relieve the Owner Participant of its obligations to indemnify the Owner Trustee Indemnitees hereunder for any loss or claim attributable to any action or inaction taken by the any Owner Trustee Indemnitee in accordance with the direction of the Owner Participant or otherwise as required or permitted under this Trust Agreement.

Section 7.03. No Indemnity to Trust Estate . The indemnities contained in this Article VII extend to the Trust Company only in its individual capacity and shall not be construed as indemnities of the Trust Estate.

Section 7.04. Subrogation; Claims Under Operative Documents . The payor of any indemnity under this Article VII shall be subrogated to any right of the Person indemnified in respect of the matter as to which such indemnity was paid. The Trust Company agrees that, prior to asserting any of its rights to indemnification pursuant to Section 7.01, the Trust Company shall first demand its corresponding right to indemnification pursuant to Section 9 of the Participation Agreement or contained in any other Operative Document and shall have reasonably determined that its claims for indemnification thereunder will not be satisfied in full or in part within 30 days of request. Should the Trust Company receive any payment from the Lessee under the Participation Agreement or any refund, in whole or in part, with respect to any of the liabilities or obligations constituting a claim paid by the Owner Participant pursuant to the terms of this Trust Agreement or any other Operative Agreement, the Trust Company promptly shall pay to the Owner Participant the full amount of such refund (but not exceeding the amount of claim so paid by Owner Participant), together with any interest actually received as part of such refund with respect to such amount for the period between the date on which such indemnification or other payment was made and the date on which such refund was received.

Section 7.05. Survival . The indemnities contained in this Article VII shall survive the termination of this Trust Agreement.

ARTICLE VIII

SUCCESSOR OWNER TRUSTEES; CO-TRUSTEES

Section 8.01. Resignation of Owner Trustee; Appointment of Successor .

	(a) Resignation or Removal . The Owner Trustee may resign at any time without cause by giving at least thirty days’ prior notice to the Owner Participant, the Indenture Trustee and the Lessee, such resignation to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 8.01(b) hereof. In addition, the Owner Participant may at any time remove the Owner Trustee without cause by a notice in writing delivered to the Owner Trustee, the Indenture Trustee and the Lessee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 8.01(b) hereof. In the case of the resignation or removal of the Owner Trustee, the Owner Participant may, subject to Section 7.7 of the Participation Agreement, appoint a successor Owner Trustee by an instrument signed by the Owner Participant. If a successor Owner Trustee shall not have been appointed within 90 days after such notice of resignation or removal, the Owner Trustee, the Lessee or the Indenture Trustee may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor shall have been appointed as above provided. Any successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed as above provided if such superseding Owner Trustee is appointed within one year of appointment of a Owner Trustee by such court.

	(b) Execution and Delivery of Documents, etc. Any successor Owner Trustee, however appointed, shall execute and deliver to the predecessor Owner Trustee, with a copy to the Owner Participant, the Lessee and the Indenture Trustee, an instrument accepting such appointment, and thereupon such successor Owner Trustee, without further act, shall become vested with all the estates, properties, rights, powers, duties and trusts of the predecessor Owner Trustee in the trusts hereunder with like effect as if originally named the Owner Trustee herein and in the other Operative Documents and the predecessor Owner Trustee shall be discharged of all further obligations as Owner Trustee hereunder and thereunder; but nevertheless, upon the written request of such successor Owner Trustee, such predecessor Owner Trustee shall execute and deliver an instrument transferring to such successor Owner Trustee, upon the trusts herein expressed, all the estates, properties, rights, powers and trusts of such predecessor Owner Trustee, and such predecessor Owner Trustee shall duly assign, transfer, deliver and pay over to such successor Owner Trustee all monies or other property then held by such predecessor Owner Trustee upon the trusts herein expressed.

	(c) Qualifications . Any successor Owner Trustee, however appointed, shall (i) be a bank having trust powers or a trust company (A) incorporated in, or with the corporate trust office at which the Trust created by this Trust Agreement is administered within, the State of Delaware or (B) otherwise incorporated or have such corporate trust office in any jurisdiction within the United States, and (ii) have a tangible net worth of at least U.S. $150,000,000 as reflected in financial statements of its most recently concluded fiscal quarter, if there be such an institution willing, able and legally qualified to perform the duties of the Owner Trustee hereunder upon reasonable or customary terms, provided, however, at all times there shall be at least one trustee of the Trust duly appointed hereunder that meets the requirements of Section 3807(a) of the Statutory Trust Act.

(d) Merger, etc. Any entity into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Owner Trustee shall be a party, or any corporation to which substantially all the entity trust business of the Owner Trustee may be transferred shall, in each case subject to Section 8.01(c) hereof, be the Owner Trustee hereunder without further act.

Section 8.02. Co-Trustees and Separate Trustees . If at any time (a) the Owner Participant or the Owner Trustee believes that it shall be necessary or prudent in order to conform to any law of any jurisdiction in which all or any part of the Trust Estate is located or to make any claim or bring any suit with respect to the Trust Estate or any Operative Document, (b) the Owner Participant or the Owner Trustee being advised by counsel shall determine that it is so necessary or prudent in the interest of the Owner Participant or the Owner Trustee or (c) the Trust Company being advised by counsel that either its day-to-day operations may become subject to regulation by, or the Trust Company may become subject to taxation generally by (in relation to Taxes not indemnified by the Lessee), or the Trust Company may become generally subject to the jurisdiction of, any jurisdiction other than the State of Delaware, the Owner Trustee and the Owner Participant shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute one or more Persons either to act as co-trustee, jointly with the Owner Trustee, or to act as separate trustee hereunder (any such co-trustee or separate trustee being herein sometimes referred to as an “ Additional Trustee “) and to vest in such Additional Trustees, in such capacity, such title to the Trust Estate or any part thereof, and such rights and duties as may be necessary or desirable, all for such period and under such terms and conditions as are satisfactory to the Owner Participant. The Owner Trustee shall promptly furnish to the Lessee and the Indenture Trustee a copy of any instrument or agreement appointing an Additional Trustee. Prior to taking any action in any jurisdictions other than on the Closing Date, the Trust Company shall be entitled to obtain advice of counsel as to the likelihood of the circumstances described in subsection (c) above.

Every Additional Trustee hereunder shall, to the extent permitted by law, be appointed and act, and the Owner Trustee and its successors shall act, subject to the following provisions and conditions:

	(A) To the extent permitted by Applicable Law, all powers, duties, obligations and rights conferred upon the Owner Trustee in respect of the custody, receipt, investment, control and management of monies, the Undivided Interest or documents authorized to be delivered hereunder or under the Participation Agreement shall be exercised solely by the Owner Trustee;

	(B) All other rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred or imposed upon and exercised or performed by the Owner Trustee and such Additional Trustee jointly, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (including the holding of the Trust Estate) the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such Additional Trustee;

	(C) No power given to any such Additional Trustee, or which it is provided hereby, may be exercised by any such Additional Trustee, except jointly with, or with the consent in writing of, the Owner Trustee;

	(D) No trustee or Additional Trustee hereunder shall be personally liable by reason of any action, inaction or omission of any other trustee or Additional Trustee hereunder;

	(E) The Owner Participant and the Owner Trustee at any time, by an instrument in writing, may remove any such Additional Trustee, provided , that, in the event that the Owner Participant does not respond to the request of the Owner Trustee for the execution of an instrument removing an Additional Trustee within ten Business Days from the Owner Participant’s receipt of such request and such failure to respond is without cause, the Owner Trustee shall have the power to remove any such Additional Trustee without the concurrence of the Owner Participant; and the Owner Participant hereby appoints the Owner Trustee as its agent and attorney-in-fact for it in such contingency;

	(F) Any Additional Trustee may at any time by an instrument in writing constitute the Owner Trustee its agent or attorney-in-fact with full power and authority, to the extent which may be authorized by Applicable Law, to do all acts and things and exercise all discretion which it is authorized or permitted to do or exercise, for and in its behalf and its name; and

	(F) In case any Additional Trustee shall die, become incapable of acting, resign, or be removed, the title to the Trust Estate and all rights and duties of such Additional Trustee shall, so far as permitted by law, vest in and be exercised by the Owner Trustee if a successor to the Additional Trustee is not appointed in accordance with this Section.

ARTICLE IX

SUPPLEMENTS AND AMENDMENTS
TO TRUST AGREEMENT AND OTHER DOCUMENTS

Section 9.01. Supplements and Amendments and Delivery Thereof .

	(a) Supplements and Amendments . This Trust Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed by the Trust Company and the Owner Participant. Subject to Section 9.02 hereof and to Section 6.3 of the Participation Agreement and pursuant to the written instructions of the Owner Participant, the Owner Trustee will execute any amendment, supplement or other modification of this Trust Agreement or of any other Operative Document to which the Owner Trustee is a party which it is requested to execute by the Owner Participant and which does not adversely affect any Owner Trustee Indemnitee.

	(b) Delivery of Amendments and Supplements to Certain Parties . A signed copy of each amendment or supplement referred to in Section 9.01(a) hereof shall be delivered by the Owner Trustee to the Owner Participant, the Indenture Trustee and the Lessee.

Section 9.02. Discretion as to Execution of Documents . Prior to executing any document required to be executed by it pursuant to the terms of Section 9.01 hereof, the Trust Company shall be entitled to receive (at no expense to the Trust Company) an opinion of counsel reasonably acceptable to the Trust Company or its counsel to the effect that the execution of such document is authorized hereunder and that the conditions set forth in Section 9.01 have been satisfied. If in the reasonable opinion of the Trust Company or its counsel any such document adversely affects any right, duty, immunity or indemnity in favor of any Owner Trustee Indemnitee hereunder or under any other Operative Document, the Trust Company may in its discretion decline to execute such document; provided , however , that, the Trust Company shall give prompt written notice that it has made such a determination to the Owner Participant.

Section 9.03. Absence of Requirements as to Form . It shall not be necessary for any request furnished pursuant to Section 9.01 hereof to specify the particular form of the proposed documents to be executed pursuant to such Section, but it shall be sufficient if such request shall indicate the substance thereof.

Section 9.04. Distribution of Documents . Promptly after the execution by the Trust Company of any document entered into pursuant to Section 9.01 hereof, the Trust Company shall deliver by overnight courier service a conformed copy thereof to the Owner Participant, but the failure of the Owner Trustee to mail such conformed copy shall not impair or affect the validity of such document.

Section 9.05. No Request Needed as to Closing Date Documents . No request pursuant to Section 9.01 hereof shall be required to enable the Owner Trustee to enter into any document provided in the Participation Agreement to be executed and delivered by the Owner Trustee on behalf of the Trust on the Closing Date.

ARTICLE X

MISCELLANEOUS

Section 10.01. Termination .

(a) The Trust is of Perpetual Duration . This Agreement and the Trust created hereby are irrevocable and may not be revoked or withdrawn by the Owner Participant (and no part of the Trust Estate may be withdrawn by the Owner Participant except as provided herein), except with the prior written consent of the Lessee (so long as the Facility Lease shall not have been terminated in accordance with its terms and the Owner Trustee shall not be exercising remedies pursuant to Section 17 of the Facility Lease) and the Indenture Trustee (so long as the security interests granted pursuant to the Indenture shall not have been discharged in accordance with the terms thereof), but shall terminate and this Agreement (except the provisions hereof pursuant to which the Owner Participant agrees to pay the Trust Company’s compensation of, and to indemnify, any Owner Trustee Indemnitee) shall be of no further force and effect upon the sale or other final disposition by the Owner Trustee of all property constituting the Trust Estate, the payment or performance of all debts or obligations of the Trust, the final distribution by the Owner Trustee of all monies or other property or proceeds constituting part of the

	Trust Estate and the cancellation of the Certificate of Trust pursuant to Section 3810(d) of the Statutory Trust Act as provided herein.

	(b) Termination at Option of the Owner Participant . Section 10.01(a) hereof notwithstanding, this Trust Agreement and the Trust created hereby shall terminate and the Trust Estate shall be distributed to the Owner Participant in accordance with the terms of Article IV, and this Trust Agreement shall be of no further force and effect, upon the election of the Owner Participant by notice to the Owner Trustee, if such notice shall be accompanied by the written agreement of the Owner Participant or its designee assuming all the obligations of the Trust under or contemplated by the Operative Documents and all other obligations of the Owner Trustee incurred by it as trustee hereunder. Upon such termination, the Owner Trustee shall cause the Certificate of Trust to be cancelled in accordance with the provisions of Section 3810(d) of the Statutory Trust Act. The written agreement of the Owner Participant or its designee required by this Section 10.01(b) shall be reasonably satisfactory in form and substance to the Owner Trustee and shall release the Owner Trustee and the Trust from all further obligations of the Owner Trustee and the Trust hereunder. Concurrently with termination of this Agreement and the Trust created hereby, the Owner Trustee and the Trust shall take such action as may be requested by the Owner Participant to transfer the Trust Estate to the Owner Participant or such other Person as the Owner Participant may direct, including, without limitation, the execution of instruments of transfer or assignment with respect to any of the Operative Documents to which the Trust is a party.

Section 10.02. Owner Participant Has No Legal Title to Trust Estate . The Owner Participant shall not have legal title to any part of the Trust Estate; provided , however , that the Owner Participant shall have the full beneficial interest in the Trust Estate. Except as otherwise provided in Section 10.01(b), no transfer, by operation of law or otherwise, of any right, title and interest of the Owner Participant in and to the Trust Estate hereunder shall operate to terminate this Trust Agreement or the Trust created hereby or entitle any successors or transferees of the Owner Participant to an accounting or to the transfer of legal title to any part of the Trust Estate.

Section 10.03. Assignment, Sale, etc. of Trust Estate . Any assignment, sale, transfer or other conveyance of the Trust Estate or the Undivided Interest or any part thereof by the Owner Trustee made pursuant to the terms hereof or of the Site Lease, the Site Sublease, the Facility Lease, the Participation Agreement or any other Operative Document shall bind the Owner Participant and shall be effective to transfer or convey all right, title and interest of the Trust in and to any of the Trust Estate or the Undivided Interest or any part thereof. No purchaser or other grantee shall be required to inquire as to the authorization, necessity, expediency or regularity of such assignment, sale, transfer or conveyance or as to the application of any sale or other proceeds with respect thereto by the Trust.

Section 10.04. Trust Agreement for Benefit of Parties Only . Nothing herein, whether expressed or implied, shall be construed to give any Person other than the Trust, the Owner Trustee, the Trust Company, each Owner Trustee Indemnitee and the Owner Participant any legal or equitable right, remedy or claim under or in respect of this Trust Agreement, any covenants, conditions or provisions contained herein or in the Trust Estate; and the Trust Estate shall be held for the sole and exclusive benefit of the Trust Company, the Trust, the Owner

Trustee, the Owner Trustee Indemnitees (being third party beneficiaries hereof) and the Owner Participant. The parties hereto agree that the Lessee and the Indenture Trustee are third party beneficiaries of this Section 10.04, Section 3.01, Section 5.01, Article VIII, Section 9.01 and Section 10.01 hereof and any other provision of this Agreement which would increase the obligations of the Lessee or the Indenture Trustee without the prior written consent of the affected party, but in no event shall the Lessee or the Indenture Trustee have any beneficial interest in the Trust Estate.

Section 10.05. Notices . All notices, directions, instructions, confirmations, consents and requests required or permitted by the terms hereof shall, unless otherwise specifically provided herein, be in writing and shall be given in the manner specified for notices in the Participation Agreement.

Section 10.06. Severability . Subject to Section 10.11 hereof, any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.07. Waivers, etc. No term or provision hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing entered into in compliance with the terms of Article IX hereof; and any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

Section 10.08. Counterparts . This Trust Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 10.09. Binding Effect, etc. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the Owner Trustee and its successors and assigns, and the Owner Participant and its successors and assigns. Any request, notice, direction, consent, waiver or other instrument or action by the Owner Participant shall bind its successors and assigns.

Section 10.10. Headings; References . The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof.

Section 10.11. Governing Law . This Trust Agreement and all disputes arising out of or related hereto shall in all respects be governed by, and construed in accordance with, the internal laws of the State of Delaware, including all matters of construction, validity and performance.

Section 10.12. Limitations on the Liability of the Owner Participant . The Owner Participant shall not have any liability for the performance of this Trust Agreement except as expressly set forth herein.

Section 10.13. Performance by the Owner Participant . Any obligation of the Owner Trustee hereunder or under any Operative Document or other document contemplated herein may be performed by the Owner Participant and any such performance shall not be construed as revocation of the trust created hereby.

Section 10.14. Further Assurances . The Owner Participant and the Owner Trustee will each do, execute, acknowledge and deliver all and every such further acts, deeds, agreements, instruments, conveyances, transfers and assurances as may be necessary or appropriate in order to protect the right, title and interest of the Owner Participant or the Owner Trustee hereunder.

Section 10.15. Transfer of Interests . Subject to the terms and conditions set forth in Section 7.1 of the Participation Agreement, the Owner Participant may effect a transfer of its right, title and interest in and to this Trust Agreement and the Trust Estate.

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed by their respective officers thereunto duly authorized as of the day and year first above written.

	HILLBROOK CORP.


		By: /s/ William C. Kolbert
		Name: William C. Kolbert
		Title: Executive Vice President, Chief

	U.S. BANK TRUST NATIONAL ASSOCIATION


		By: /s/ Mildred F. Smith
		Name: Mildred F. Smith
		Title: Vice President

EXHIBIT 10-3

EXECUTION COPY

THIS DOCUMENT CONSTITUTES, AMONG OTHER THINGS, A SECURITY AGREEMENT AND A FIXTURE FILING WITHIN THE MEANING OF THE PENNSYLVANIA UNIFORM COMMERCIAL CODE—SECURED TRANSACTIONS.

INDENTURE OF TRUST, OPEN-END MORTGAGE
AND SECURITY AGREEMENT

Dated as of July 1, 2007

Between

MANSFIELD 2007 TRUST A, as Mortgagor and Debtor

and

THE BANK OF NEW YORK TRUST COMPANY, N.A., in its
individual capacity as expressly stated herein, but otherwise solely
as Indenture Trustee, Mortgagee and Secured Party and Account
Bank

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT, UNIT 1

TABLE OF CONTENTS

			Page

ARTICLE I DEFINITIONS			6
	Section 1.1.	Definitions; Construction of References	6
	Section 1.2.	Severance	8

ARTICLE II THE NOTES			8
	Section 2.1.	Limitation on Notes	9
	Section 2.2.	Initial Notes	9
	Section 2.3.	Execution and Authentication of Notes	9
	Section 2.4.	Issuance and Terms of the Initial Notes	9
	Section 2.5.	Payments from Indenture Estate Only; No Personal Liability of the Lessor, the Owner Participant or the Indenture Trustee	10
	Section 2.6.	Method of Payment	11
	Section 2.7.	Application of Payments	12
	Section 2.8.	Registration, Transfer and Exchange of Notes	12
	Section 2.9.	Mutilated, Destroyed, Lost or Stolen Notes	13
	Section 2.10.	Redemptions	13
	Section 2.11.	Payment of Expenses on Transfer	15
	Section 2.12.	Additional Notes	15
	Section 2.13.	Restrictions of Transfer Resulting from Federal Securities Laws; Legend	17
	Section 2.14.	Security for and Parity of Notes	17
	Section 2.15.	Acceptance of the Indenture Trustee	17

ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF INCOME FROM INDENTURE ESTATE			17
	Section 3.1.	Distribution of Periodic Rent	17
	Section 3.2.	Payments Following Event of Loss or Other Early Termination	19
	Section 3.3.	Payments After Indenture Event of Default	20
	Section 3.4.	Investment of Certain Payments Held by the Indenture Trustee	20
	Section 3.5.	Application of Certain Other Payments	21
	Section 3.6.	Other Payments	21
	Section 3.7.	Excepted Payments	21
	Section 3.8.	Distributions to the Lessor	22
	Section 3.9.	Payments Under Assigned Documents	22
	Section 3.10.	Disbursement of Amounts Received by the Indenture Trustee	22
	Section 3.11.	Establishment of the Indenture Trustee’s Account; and Lien and Security Interest; Etc	22
	Section 3.12.	The Account Bank; Limited Rights of the Lessor	23

ARTICLE IV COVENANTS OF LESSOR; DEFAULTS; REMEDIES OF INDENTURE TRUSTEE			25
	Section 4.1.	Covenants of Lessor	25
	Section 4.2.	Indenture Events of Default	26
	Section 4.3.	Remedies of the Indenture Trustee	27
	Section 4.4.	Right to Cure Certain Lease Events of Default	29
	Section 4.5.	Rescission of Acceleration	31
	Section 4.6.	Return of Indenture Estate, Etc.	32
	Section 4.7.	Power of Sale and Other Remedies	33
	Section 4.8.	Appointment of Receiver	33
	Section 4.9.	Remedies Cumulative	33
	Section 4.10.	Waiver of Various Rights by the Lessor	34
	Section 4.11.	Discontinuance of Proceedings	34
	Section 4.12.	No Action Contrary to the Lessee’s Rights Under the Facility Lease	34
	Section 4.13.	Right of the Indenture Trustee to Perform Covenants, Etc	35
	Section 4.14.	Further Assurances	35
	Section 4.15.	Waiver of Past Defaults	35

ARTICLE V DUTIES OF INDENTURE TRUSTEE; CERTAIN RIGHTS AND DUTIES OF LESSOR			35
	Section 5.1.	Notice of Action Upon Indenture Event of Default	35
	Section 5.2.	Actions Upon Instructions Generally	36
	Section 5.3.	Action Upon Payment of Notes or Termination of Facility Lease	36
	Section 5.4.	Compensation of the Indenture Trustee; Indemnification.	36
	Section 5.5.	No Duties Except as Specified; No Action Except Under Facility Lease, Indenture or Instructions.	37
	Section 5.6.	Certain Rights of the Lessor	37
	Section 5.7.	Restrictions on Dealing with Indenture Estate	39
	Section 5.8.	Filing of Financing Statements and Continuation Statements	39

ARTICLE VI INDENTURE TRUSTEE AND LESSOR			39
	Section 6.1.	Acceptance of Trusts and Duties	39
	Section 6.2.	Absence of Certain Duties	41
	Section 6.3.	Representations and Warranties.	41
	Section 6.4.	No Segregation of Moneys; No Interest	42
	Section 6.5.	Reliance; Agents; Advice of Experts	42

ARTICLE VII SUCCESSOR INDENTURE TRUSTEES AND SEPARATE TRUSTEES			43
	Section 7.1.	Resignation or Removal of the Indenture Trustee; Appointment of Successor.	43
	Section 7.2.	Appointment of Additional and Separate Trustees.	45

ARTICLE VIII SUPPLEMENTS AND AMENDMENTS TO THIS INDENTURE AND OTHER DOCUMENTS			46
	Section 8.1.	Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations	46
	Section 8.2.	Supplemental Indentures and Other Amendments Without Consent	47
	Section 8.3.	Conditions to Action by the Indenture Trustee	48

ARTICLE IX MISCELLANEOUS			48
	Section 9.1.	Surrender, Defeasance and Release.	48
	Section 9.2.	Conveyances Pursuant to the Site Sublease	49
	Section 9.3.	Appointment of the Indenture Trustee as Attorney; Further Assurances	49
	Section 9.4.	Indenture for Benefit of Certain Persons Only	50
	Section 9.5.	Notices; Furnishing Documents, etc	50
	Section 9.6.	Severability	52
	Section 9.7.	Limitation of Liability	52
	Section 9.8.	Written Changes Only	52
	Section 9.9.	Counterparts	52
	Section 9.10.	Successors and Permitted Assigns	52
	Section 9.11.	Headings and Table of Contents	52
	Section 9.12.	Governing Law	52
	Section 9.13.	Reorganization Proceedings with Respect to the Lessor Estate	53
	Section 9.14.	Withholding Taxes: Information Reporting	53
	Section 9.15.	Fixture Financing Statement	54
	Section 9.16.	Facility Lease Schedules	55

APPENDICES

Appendix A: Definitions and Rules of Interpretation

EXHIBITS:

	Exhibit A	Legal Description of the Facility Site
	Exhibit B	Form of Note
	Exhibit C	Form of Certificate of Authentication
	Exhibit D	Description of the Undivided Interest

iii

INDENTURE OF TRUST, OPEN-END MORTGAGE
AND SECURITY AGREEMENT

THIS INDENTURE SECURES FUTURE ADVANCES

(All notices to be given to the Indenture Trustee pursuant to
42 Pa. C.S.A. § 8143 shall be given as set forth in
Section 9.5 of this Indenture)

This INDENTURE OF TRUST, OPEN-END MORTGAGE AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “ Indenture ”), dated as of July 1, 2007, between MANSFIELD 2007 TRUST A , a Delaware statutory trust (the “ Lessor ”), the Lessor being the mortgagor under the mortgage and debtor under the security agreement contained herein, and THE BANK OF NEW YORK TRUST COMPANY, N.A. , a national banking association organized and existing under the laws of the United States, in its individual capacity as expressly stated herein, but otherwise solely as Indenture Trustee (the “ Indenture Trustee ”), the Indenture Trustee being the trustee and mortgagee under the mortgage and secured party under the security agreement contained herein on behalf of the Noteholders, and as the Account Bank.

WITNESSETH:

WHEREAS, pursuant to the Participation Agreement, FirstEnergy Generation Corp. (the “ Lessee ”) has sold the Undivided Interest to the Lessor pursuant to the Bill of Sale and leased the Ground Interest to the Lessor pursuant to the Site Lease, a memorandum of which shall be recorded with this Indenture in the appropriate registry of deeds described in Exhibit A attached hereto;

WHEREAS, the Lessor has entered into the Facility Lease, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “ Facility Lease ”), with the Lessee pursuant to which the Lessee has leased from the Lessor for a term of years the Lessor’s Undivided Interest in the Facility;

WHEREAS , the Lessor has entered into the Site Sublease, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “ Site Sublease ”), with the Lessee pursuant to which the Lessee has subleased the Ground Interest from the Lessor for a term of years;

WHEREAS, the Facility is more particularly described on Exhibit D hereto and made a part hereof and the Facility Site is more particularly described on Exhibit A hereto and made a part hereof;

WHEREAS, in accordance with this Indenture, the Lessor will (i) execute and deliver the Notes, the proceeds of which will be used by the Lessor to finance a portion of the Purchase Price for the Undivided Interest purchased from the Lessee and (ii) grant to the Indenture Trustee the security interests herein provided;

WHEREAS , this Indenture is intended to be regarded as a mortgage under the laws of the Commonwealth of Pennsylvania (and not intended to qualify as an indenture), as a security agreement under the Uniform Commercial Codes of the States of New York and Delaware and the Commonwealth of Pennsylvania, and as a fixture filing under the laws of the Commonwealth of Pennsylvania;

WHEREAS, the Lessor and the Indenture Trustee desire to enter into this Indenture to, among other things, provide for (a) the issuance by the Lessor of the Notes to be issued on the Closing Date and Additional Notes from time to time, and (b) the conveyance and assignment to the Indenture Trustee on the Closing Date of the Undivided Interests conveyed to the Lessor and the Lessor’s right, title and interest in and under the Operative Documents executed in connection therewith and all payments and other amounts received hereunder or thereunder in accordance herewith (excluding Excepted Payments);

WHEREAS, all things have been done to make the Notes, when executed by the Lessor, authenticated and delivered hereunder and issued, the valid obligations of the Lessor; and

WHEREAS, all things necessary to make this Indenture the valid, binding and legal obligation of the Lessor, for the uses and purposes herein set forth, in accordance with its terms, have been done and performed and have happened.

NOW THEREFORE, in consideration of the foregoing premises, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to secure (i) the prompt payment when and as due of the principal of and the Make-Whole Amount, if any, and interest on the Notes and of all other amounts owing with respect to all Notes from time to time outstanding hereunder, and the prompt payment when and as due of any and all other amounts from time to time owing in respect of the Secured Indebtedness and (ii) the performance and observance by the Lessor for the benefit of the holders of the Notes and the Indenture Trustee of all other obligations, agreements, and covenants of the Lessor set forth hereinafter and in the Notes, the Operative Documents and the other documents, certificates and agreements delivered in connection therewith,

GRANTING CLAUSE:

The Lessor hereby irrevocably grants, conveys, assigns, transfers, mortgages, pledges, bargains, sells and confirms unto the Indenture Trustee and its successors and permitted assigns, for the benefit and security of the holders of the Notes from time to time, a first priority security interest in and mortgage lien on all estate, right, title and interest of the Lessor in, to and under the following described property, rights, interests and privileges, whether now held or hereafter acquired (which collectively, including all property hereafter specifically subjected to the security interest created by this Indenture by any supplement hereto, exclusive of Excepted Payments, are included within, and are hereafter referred to as, the “ Indenture Estate ”):

(1) the Undivided Interest, including the interest of the Lessor in Modifications and Components to which the Lessor acquires title from time to time as provided in the Facility Lease; the Facility Lease and all payments of any kind by the Lessee thereunder, including,

without limitation, all amounts of Periodic Rent and Supplemental Rent; the Site Lease (and the leasehold estate and all rights with respect to the Ground Interest conveyed thereby); the Site Sublease and all payments of any kind by the Lessee thereunder; the Bill of Sale (and all rights with respect to the Undivided Interest conveyed thereby); the Lessor’s interest in all tangible property located on or at or attached to the Facility Site as to which an interest in such tangible property arises under applicable real estate law (“ fixtures ”) ; the Guaranty, the Operating Agreement (as assigned to the Lessor pursuant to the Participation Agreement); the Support Agreement and the rights created thereunder; the AF Security Agreement and the rights created thereunder; and all and any interest in any property now or hereafter granted to the Lessor pursuant to any provision of the Facility Lease and the Site Sublease; and each other Operative Document to which the Lessor is a party (the Undivided Interest, the Lessor’s interest in any fixtures, Modifications and the Ground Interest are collectively referred to as the “ Property Interest ” and the documents specifically referred to above in this paragraph (1) are collectively referred to as the “ Assigned Documents ”), including, without limitation, (x) all rights of the Lessor to receive any payments or other amounts or, subject to Section 5.6 hereof, to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to make any demand or to take any other action under or in respect of any such document, to accept surrender or redelivery of the Property Interest or any part thereof, as well as all the rights, powers and remedies on the part of the Lessor, whether acting under any such document or by statute or at law or in equity or otherwise, arising out of any Lease Event of Default and (y) any right to restitution from the Lessee, any sublessee or any other person in respect of any determination of invalidity of any such document;

(2) all rents (including Periodic Rent and Supplemental Rent payable under the Facility Lease), royalties, issues, profits, products, revenues, proceeds, damages, claims, warranties and other income from all property described in this Granting Clause and from time to time subjected or required to be subjected to the Lien of this Indenture, including, without limitation, all payments or proceeds payable to the Lessor after the termination of the Facility Lease with respect to the Property Interest or any portion thereof as a result of the sale, lease or other disposition of the Property Interest or any portion thereof, and all estate, right, title and interest of every nature whatsoever of the Lessor in and to such rents, royalties, issues, profits, products, revenues, proceeds, damages, claims, warranties and other income and every part thereof (the “ Revenues ”);

(3) any sublease of the Undivided Interest and any assignment thereof now or hereafter in effect, including, without limitation, (i) all rents or other amounts or payments of any kind paid or payable by the obligor(s) thereunder or in respect thereof and all collateral security or credit support with respect thereto (whether cash or in the nature of a guarantee, letter of credit, credit insurance, lien on or security interest in property or otherwise) for the obligations of the sublessee thereunder as well as all rights of the Lessor to enforce payment of any such rents, amounts or payments, (ii) all rights of the Lessor to exercise any election or option or to make any decision or determination or to give or receive any notice, consent, waiver or approval or to take any other action under or in respect of any sublease of the Facility and any assignment thereof or to accept surrender or redelivery of the Facility or any part thereof, as well as all the rights, powers and remedies on the part of the Lessor, whether acting under any sublease of the Facility or any assignment thereof or by statute or at law or in equity, or otherwise, arising out of any default under such sublease or any assignment thereof, and (iii) any right to restitution from

the Lessee, the applicable sublessee or any guarantor of such sublessee in respect of any determination of invalidity of any sublease of the Facility or any assignment thereof;

(4) all condemnation proceeds with respect to the Property Interest or any part thereof (to the extent of the Lessor’s interest therein), and all proceeds (to the extent of the Lessor’s interest therein) of all insurance maintained pursuant to Section 11 of the Facility Lease or otherwise;

(5) all other property of every kind and description and interests therein now held or hereafter acquired by the Lessor pursuant to the terms of any Assigned Document, wherever located; and

(6) all proceeds of the foregoing;

BUT EXCLUDING, HOWEVER, from such property, rights and privileges any and all Excepted Payments;

SUBJECT, HOWEVER, TO the rights of the Lessor and the Owner Participant hereunder, including under Sections 4.3(d), 4.4 and 5.6 hereof, to Permitted Liens, to the terms and provisions of this Indenture and to the rights of the Lessee under the Facility Lease;

TO HAVE AND TO HOLD the Indenture Estate and all parts, rights, members and appurtenances thereof, unto the Indenture Trustee and the successors and permitted assigns of the Indenture Trustee, for the benefit and security of the Noteholders from time to time;

PROVIDED, HOWEVER, that if the principal of and the Make-Whole Amount, if any, and interest on the Notes, and all other Secured Indebtedness hereunder shall have been paid and the Lessor shall have performed and complied with all the covenants, agreements, terms and provisions hereof, then this Indenture and the rights hereby granted shall automatically terminate and cease.

Subject to the terms and conditions hereof, including Article V, the Lessor does hereby irrevocably constitute and appoint the Indenture Trustee the true and lawful attorney-in-fact of the Lessor (which appointment is coupled with an interest) with full power (in the name of the Lessor or otherwise) to ask, require, demand and receive any and all moneys and claims for moneys (in each case, including, without limitation, insurance and requisition proceeds to the extent of the Lessor’s interest therein but excluding in all cases Excepted Payments) due and to become due under or arising out of the Assigned Documents and all other property which now or hereafter constitutes part of the Indenture Estate and, to endorse any checks or other instruments or orders in connection therewith and to file any claims or to take any action or to institute any proceedings (other than in connection with the enforcement or collection of Excepted Payments) which the Indenture Trustee may deem to be necessary or advisable to protect the Indenture Trustee’s interest in the Indenture Estate. Pursuant to the Facility Lease, the Lessee is directed to make all payments of Rent required to be paid or deposited with the Lessor (other than Excepted Payments) and all other amounts which are required to be paid to or deposited with the Lessor pursuant to the Facility Lease (other than Excepted Payments) directly to the Indenture Trustee at such address or addresses as the Indenture Trustee shall specify, for application as provided in this Indenture. Further, the Lessor agrees that promptly on receipt thereof, it will transfer to the

Indenture Trustee any and all moneys from time to time received by it constituting part of the Indenture Estate, whether or not expressly referred to in the immediately preceding sentence, for distribution pursuant to this Indenture.

Concurrently with the delivery of this Indenture, the Lessor is delivering to the Indenture Trustee the chattel paper originally-executed counterpart of the Facility Lease. All property referred to in this Granting Clause, whenever acquired by the Lessor, shall secure all obligations under and with respect to the Notes at any time outstanding. Any and all properties referred to in this Granting Clause which are hereafter acquired by the Lessor, shall, without further conveyance, assignment or act by the Lessor or the Indenture Trustee thereby become and be subject to the security interest hereby granted as fully and completely as though specifically described herein.

This Indenture is intended to constitute a security agreement as required under the Uniform Commercial Codes of the States of New York and Delaware and the Commonwealth of Pennsylvania. This Indenture is also intended to constitute an open-end mortgage and leasehold mortgage and fixture filing under the laws of the Commonwealth of Pennsylvania and will be recorded in the Office of the Recorder of Deeds of Beaver County. This Indenture is given to secure the payment of performance of the Secured Indebtedness. The maximum principal indebtedness secured by this Indenture, including future advances and contingent obligations but excluding protective advances, shall not at any time exceed the total amount of Two Hundred Thirty Million Dollars ($230,000,000.00); provided, however , that nothing herein contained shall limit the amount secured by this Indenture if the Secured Indebtedness is increased by protective advances made for the payment of taxes, assessments, maintenance charges, insurance premiums or costs incurred for the protection of the Indenture Estate or the Lien of this Indenture, expenses incurred by the Indenture Trustee by reason of an Indenture Default or Indenture Event of Default or advances made pursuant to Additional Notes to enable completion of Modifications for which such Additional Notes and this Indenture were originally made; and provided, further , such limitation as to such future advances and contingent obligations shall only pertain to the record priority of the amount thereof secured hereby and does not otherwise limit the amount of total indebtedness of Lessor secured hereby or limit the liability of Lessor to Indenture Trustee for such total indebtedness, including future advances and contingent obligations. The future advances secured hereby shall be made to or for the account of Lessor and may be made under the Additional Notes, or pursuant to promissory notes or other instruments evidencing such future advances which maybe hereafter executed and delivered by Lessor to Indenture Trustee.

The Indenture Trustee, for itself and its successors and permitted assigns, hereby agrees that it shall hold the Indenture Estate, in trust for the benefit and security of (i) the holders from time to time of the Notes from time to time outstanding, without any priority of any one Note over any other except as herein otherwise expressly provided and (ii) the Indenture Trustee, and for the uses and purposes and subject to the terms and provisions set forth in this Indenture. It is expressly agreed that anything herein contained to the contrary notwithstanding, the Lessor shall remain liable under the Assigned Documents to perform all of the obligations assumed by it thereunder, all in accordance with and pursuant to the terms and provisions thereof, and the Indenture Trustee and the Noteholders shall have no obligation or liability under any Assigned Document by reason of or arising out of the assignment hereunder, nor shall the Indenture Trustee or the Noteholders be required or obligated in any manner, except as herein expressly

provided, to perform or fulfill any obligation of the Lessor under or pursuant to any such Assigned Document or, except as herein expressly provided, to make any payment, or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim, or to take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled at, any time or times.

The Lessor does hereby warrant and represent that it has not assigned, pledged or granted a lien or security interest in, to or under, and hereby covenants that, so long as this Indenture shall remain in effect and the Lien hereof shall not have been released pursuant to Section 9.1 hereof, it will not assign, pledge or grant a lien or security interest in any of its estate, right, title or interest in, to or under, the Indenture Estate to anyone other than the Indenture Trustee for the benefit of the Noteholders. The Lessor hereby further covenants that with respect to its estate, right, title and interest in, to or under the Indenture Estate, it will not, except as provided in this Indenture and except as to Excepted Payments, (i) accept any payment from the Lessee or any sublessee or enter into any agreement amending, modifying or supplementing any of the Assigned Documents, execute any waiver or modification of, or consent under, the terms of any of the Assigned Documents or revoke or terminate any of the Assigned Documents, (ii) settle or compromise any claim arising under any of the Assigned Documents, or (iii) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Assigned Documents to arbitration thereunder.

Subject to Section 5.6 hereof, the Lessor hereby ratifies and confirms its obligations under the Assigned Documents and does hereby agree that it will not take or omit to take any action, the taking or omission of which might result in an alteration or impairment of any of the Assigned Documents or of any of the rights created by any such Assigned Document or the assignment (subject to the previous) paragraph hereunder.

Accordingly, the Lessor, for itself and its successors and permitted assigns, agrees that all Notes are to be issued and delivered and that all property subject or to become subject hereto is to be held subject to the further covenants, conditions, uses and trusts hereinafter set forth, and the Lessor, for itself and its successors and permitted assigns, hereby covenants and agrees with the Indenture Trustee, for the benefit and security of the holders from time to time of the Notes from time to time outstanding and to protect the security of this Indenture, and the Indenture Trustee agrees to accept the trusts and duties hereinafter set forth, as follows:

ARTICLE I
DEFINITIONS

Section 1.1. Definitions; Construction of Reference s .

(a) Capitalized terms used in this Indenture, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the Participation Agreement (a copy of which is attached hereto for reference), dated as of the date hereof, among the Lessee, the Lessor the Owner Participant, the Guarantor, the Indenture Trustee and the Pass Through Trustee (as amended, supplemented or otherwise modified from time to time in accordance with the provisions thereof, the “ Participation Agreement ”). The Rules of

Interpretation set forth in Appendix A to the Participation Agreement shall apply to the terms used in and the interpretation of this Indenture.

(b) In addition, the following terms shall have the following meanings:

“ Average Life Date ” for any Note shall be the date which follows the time of determination by a period equal to the Remaining Weighted Average Life of such Note.

“ H.15(519) ” means the weekly statistical release designated as such, or any successor publication, published by the Board of Governors of the Federal Reserve System and the “ most recent H.15(519) ” means the H.15(519) published prior to the close of business on the third Business Day prior to the applicable payment or redemption date.

“ Make-Whole Amount ” means, with respect to any Note, an amount equal to the excess, if any, of (a) the present value of the remaining scheduled payments of principal and interest to maturity of such Note computed by discounting such payments on a semiannual basis on each payment date under the Indenture (assuming a 360-day year of twelve 30-day months) using a discount rate equal to the Treasury Yield plus 0.35% over (b) the outstanding principal amount of such Note plus accrued interest to the date of determination. The date of determination of a Make-Whole Amount shall be the third Business Day prior to the applicable payment or redemption date.

“ Remaining Weighted Average Life ” on a given date with respect to any Note shall be the number of days equal to the quotient obtained by dividing (a) the sum of each of the products obtained by multiplying (i) the amount of each then remaining scheduled payment of principal of such Note by (ii) the number of days from and including such determination date to but excluding the date on which such payment of principal is scheduled to be made, by (b) the then outstanding principal amount of such Note.

“ Secured Indebtedness ” means principal of and the Make-Whole Amount, if any, and interest on and other amounts due under all Notes and all other sums payable to the Indenture Trustee or the Noteholders from time to time hereunder and under the Participation Agreement and the other Operative Documents by the Lessor, including:

	(i) The indebtedness evidenced by the Notes, together with interest thereon at the rate provided in each Note and the Make-Whole Amount thereon (if any) and together with any and all renewals, modifications, consolidations and extensions of the indebtedness evidenced by such Notes, and principal of such Notes being due and payable as provided in such Notes;

	(ii) Any and all other indebtedness now owing or which may hereafter be owing by the Lessor to or for the benefit of the Indenture Trustee under the Operative Documents, whether evidenced by Additional Notes issued pursuant to Section 2.12 hereof or otherwise, however and whenever incurred or evidenced, whether direct or indirect, absolute or contingent, due or to become due, together with interest thereon at the rate provided in each Additional Note and the Make-Whole Amount thereon (if any) and together with any and all renewals, modifications, consolidations and extensions of

	the indebtedness evidenced by such Additional Notes, and principal of such Additional Notes being due and payable as provided in each such Additional Note.

	(iii) Any and all additional advances made by the Indenture Trustee to protect or preserve the Indenture Estate or the security interest and other interests created hereby on the Indenture Estate or for taxes, assessments or insurance premiums as hereinafter provided or for performance of any of the Lessor’s obligations hereunder or for any other purpose provided herein, including advances made pursuant to Section 4.13 hereof (whether or not the Lessor remains the owner of the Indenture Estate at the time of such advances); and

	(iv) Any and all expenses incident to the collection of the Secured Indebtedness and the foreclosure hereof by action in any court or by exercise of the power of sale herein contained.

“ Treasury Yield ” means, at the date of determination with respect to any Note, the interest rate (expressed as a decimal and, in the case of United States Treasury bills, converted to a bond equivalent yield) determined to be the per annum rate equal to the semiannual yield to maturity for United States Treasury securities maturing on the Average Life Date of such Note and trading in the public securities markets either as determined by interpolation between the most recent weekly average yield to maturity for two series of United States Treasury securities trading in the public securities markets, (A) one maturing as close as possible to, but earlier than, the Average Life Date of such Note and (B) the other maturing as close as possible to, but later than, the Average Life Date of such Note, in each case as published in the most recent H.15(519) or, if a weekly average yield to maturity for United States Treasury securities maturing on the Average Life Date of such Note is reported in the most recent H.15(519), such weekly average yield to maturity as published in such H.15(519).

(c) All references in this instrument to designated Articles, Sections and other subdivisions are designated Articles, Sections and other subdivisions of this instrument unless otherwise indicated.

(d) All accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with generally accepted accounting principles.

Section 1.2. Severance. The parties hereto understand and agree and it is their express intention that the Undivided Interest, each Modification and each part thereof is or shall be severed, and shall be and remain severed, to the maximum extent permitted by Applicable Law, from the real estate constituting the Facility Site and even if physically attached thereto, shall retain the character of personal property, shall be treated as personal property with respect to the rights of all persons whomever, and shall not be or become fixtures or otherwise part of the real estate constituting the Facility Site.

ARTICLE II
THE NOTES

Section 2.1. Limitation on Notes . No Notes may be issued under the provisions of, or become secured by, this Indenture except in accordance with the provisions of this Section 2.

The aggregate principal amount of the Notes which may be authenticated and delivered and outstanding at any one time under this Indenture shall be limited to the aggregate principal amount of the Initial Notes issued on the Closing Date to the Pass Through Trustee plus the aggregate principal amount of Additional Notes issued pursuant to Section 2.12.

Section 2.2. Initial Notes . There are hereby created and established hereunder one series of Notes, in substantially the form set forth in Exhibit B to this Indenture and in the aggregate principal amount, having installments payable on the dates and in the amounts and having the final maturity date and interest rate set forth in Schedule I to this Indenture (collectively, the “ Initial Notes ” or, individually, an “ Initial Note ”).

Section 2.3. Execution and Authentication of Notes . Each Note issued hereunder shall be executed and delivered on behalf of the Lessor by one of the Owner Trustee’s authorized signatories, be in fully registered form, be dated the date of original issuance of such Note and be in denominations of not less than $1,000. Any Note may be signed by a Person who, at the actual date of the execution of such Note, is an authorized signatory of the Owner Trustee although at the nominal date of such Note such Person may not have been an authorized signatory of the Owner Trustee. No Note shall be secured by or be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears thereon a certificate of authentication in the form contained in Exhibit C (or in the appropriate form provided for in any supplement hereto executed pursuant to Section 2.12 hereof), executed by the Indenture Trustee by the manual signature of one of its authorized officers, and such certificate upon any Note shall be conclusive evidence that such Note has been duly authenticated and delivered hereunder. The Indenture Trustee shall authenticate and deliver the Initial Notes for original issue on the Closing Date in the principal amount specified in Section 2.2, upon a written order of the Lessor. The Indenture Trustee shall authenticate and deliver Additional Notes, upon a written order of the Lessor and satisfaction of the conditions specified in Section 2.12. Such order shall specify the principal amount of the Additional Notes to be authenticated and the date on which the original issue of Additional Notes is to be authenticated.

Section 2.4. Issuance and Terms of the Initial Notes .

(a) Issuance of the Notes at the Closing . On the Closing Date, the Initial Notes shall be issued to the Pass Through Trust in the amounts set forth in Schedule I hereto, and shall be dated the Closing Date.

(b) Principal and Interest . The principal amount of each series of Initial Notes shall be due and payable in a series of installments having the final payment date set forth in Schedule I hereto. The principal of each Initial Note shall be due and payable in installments on the dates and in the amounts set forth in the Initial Notes, provided that the last payment made under such Initial Note shall be equal to the then unpaid balance of the principal of such Note plus all accrued and unpaid interest on, and any other amounts due under, such Initial Note. Each Initial Note shall bear interest on the principal from time to time outstanding from and including the date of issuance thereof (computed on the basis of a 360-day year of twelve 30-day months) until paid in full at the rate set forth in such Initial Note and Schedule I hereto. Each Initial Note shall accrue additional interest under the circumstances and at the rate per annum set forth in the fourth and sixth paragraphs of each Initial Note. Interest on each Initial Note shall be

due and payable in arrears semi-annually commencing on December 1, 2007, and on each June 1 and December 1 thereafter until paid in full. If any day on which principal, Make-Whole Amount, if any, or interest on the Initial Notes are payable is not a Business Day, payment thereof shall be made on the next succeeding Business Day with the same effect as if made on the date on which such payment was due.

(c) Overdue Payments . Interest (computed on the basis of a 360-day year of twelve 30-day months) on any overdue principal, Make-Whole Amount (if any) and, to the extent permitted by Applicable Law, interest and any other amounts payable shall be paid on demand at the Overdue Rate.

(d) Indemnity Amounts . The Lessor agrees to pay to the Indenture Trustee for distribution in accordance with Section 3.5 hereof any and all indemnity amounts received by the Lessor which are payable by the Lessee to (i) the Indenture Trustee, (ii) the Pass Through Trust, or (iii) the Pass Through Trustee.

Section 2.5. Payments from Indenture Estate Only; No Personal Liability of the Lessor, the Owner Participant or the Indenture Trustee .

(a) Except as otherwise specifically provided in this Indenture or the Participation Agreement, all payments in respect of the Notes or under this Indenture shall be made only from the Indenture Estate, and the Lessor shall have no obligation for the payment thereof except to the extent that there shall be sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Section 3 hereof; and the Owner Participant shall not have any obligation for payments in respect of the Notes or under this Indenture. The Indenture Trustee and each Noteholder, by its acceptance thereof, agrees that it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the Indenture Trustee or such Noteholder, as the case may be, as herein provided and that none of the Owner Participant, the Lessor, the Trust Company, the Indenture Company, and the Indenture Trustee, nor any Affiliate of any thereof, shall be personally liable to such Noteholder or the Indenture Trustee for any amounts payable hereunder or under such Note or, except in the case of each of the Owner Participant, the Trust Company, the Indenture Company and the Indenture Trustee as expressly provided in this Indenture, the Participation Agreement or any other Operative Document to which it is a party, for any performance to be rendered under any Assigned Document or for any liability under any Assigned Document. Without prejudice to the foregoing, the Lessor will duly and punctually pay or cause to be paid the principal of, Make-Whole Amount, if any, and interest on all Notes according to their terms and the terms of this Indenture. Nothing contained in this Section 2.5 limiting the liability of the Lessor shall derogate from the right of the Indenture Trustee and the Noteholders to proceed against the Indenture Estate and the Guaranty to secure and enforce all payments and obligations due hereunder and under the Assigned Documents and the Notes.

(b) In furtherance of the foregoing, to the fullest extent permitted by law, each Noteholder (and each assignee of such Person), by its acceptance thereof, agrees that neither it nor the Indenture Trustee will exercise any statutory right to negate the agreements set forth in this Section 2.5.

(c) Nothing herein contained shall be interpreted as affecting the representations, warranties or agreements of the Lessor set forth in the Participation Agreement or the Trust Agreement.

Section 2.6. Method of Payment .

(a) The Owner Trustee shall maintain an office or agency where Notes may be presented for payment (the “ Paying Agent ”). The Lessor may have one or more additional paying agents. The term “ Paying Agent ” includes any additional paying agent. The Lessor initially appoints the Indenture Trustee as Paying Agent in connection with the Notes. The Lessor shall deposit with the Paying Agent a sum sufficient to pay such principal and interest when so becoming due. The Lessor shall require each Paying Agent (other than the Indenture Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of the Noteholders or the Indenture Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Indenture Trustee of any default by the Lessor in making any such payment.

(c) The principal of and the Make-Whole Amount, if any, and interest on each Note shall be paid by the Paying Agent from amounts available in the Indenture Estate on the dates provided in the Notes by mailing a check for such amount, payable in New York Clearing House funds, to each Noteholder at the last address of each such Noteholder appearing on the Note Register, or by whichever of the following methods shall be specified by notice from a Noteholder to the Indenture Trustee: (i) by crediting the amount to be distributed to such Noteholder to an account maintained by such Noteholder with the Indenture Trustee, (ii) by making such payment to such Noteholder in immediately available funds at the Indenture Trustee Office, or (iii) in the case of the Initial Notes and in the case of Additional Notes, if such Noteholder is the Pass Through Trust, or a bank or other institutional investor, by transferring such amount in immediately available funds for the account of such Noteholder to the banking institution having bank wire transfer facilities as shall be specified by such Noteholder, such transfer to be subject to telephonic confirmation of payment. Any payment made under any of the foregoing methods shall be made free and clear of and without reduction for or on account of all wire and like charges and without any presentment or surrender of such Note, unless otherwise specified by the terms of the Note, except that, in the case of the final payment in respect of any Note, such Note shall be surrendered to the Indenture Trustee for cancellation after such payment. All payments in respect of the Notes shall be made (1) as soon as practicable prior to the close of business on the date the amounts to be distributed by the Indenture Trustee are actually received by the Indenture Trustee if such amounts are received by 12:00 noon, New York City time, on a Business Day, or (2) on the next succeeding Business Day if received after such time or on any day other than a Business Day. One or more of the foregoing methods of payment may be specified in a Note. Prior to due presentment for registration of transfer of any Note, the Lessor and the Indenture Trustee may deem and treat the Person in whose name any Note is registered on the Note Register as the absolute owner and holder of such Note for the purpose of receiving payment of all amounts payable with respect to such Note and for all other purposes, and neither the Lessor nor the Indenture Trustee shall be affected by any notice to the contrary. All payments made on any Note in accordance with the provisions of this Section 2.6 shall be valid and effective to satisfy and discharge the liability on such Note to the extent of the

sums so paid and (except as provided herein) neither the Indenture Trustee nor the Lessor shall have any liability in respect of such payment.

Section 2.7. Application of Payments . Each payment on any outstanding Note shall be applied, first, to the payment of accrued interest (including interest on overdue principal and the Make-Whole Amount, if any, and, to the extent permitted by Applicable Law, overdue interest) on such Note to the date of such payment, second , to the payment of the principal amount of, and the Make-Whole Amount, if any, on such Note then due (including any overdue installments of principal) thereunder and third , to the extent permitted by Section 2.10 of this Indenture, the balance, if any, remaining thereafter, to the payment of the principal amount of, and the Make-Whole Amount, if any, on such Note. The order of application of payments prescribed by this Section 2.7 shall not be deemed to supersede any provision of Section 3 hereof regarding application of funds.

Section 2.8. Registration, Transfer and Exchange of Notes . The Owner Trustee shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “ Registrar ”). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Owner Trustee may have one or more co-registrars. The Lessor initially appoints the Indenture Trustee as Registrar in connection with the Notes. The Indenture Trustee shall maintain at the Indenture Trustee Office a register in which it will provide for the registration, registration of transfer and exchange of Notes (such register being referred to herein as the “ Note Register ”). If any Note is surrendered at said office for registration of transfer or exchange (accompanied by a written instrument of transfer duly executed by or on behalf of the holder thereof, together with the amount of any applicable transfer taxes), the Lessor will execute and the Indenture Trustee will authenticate and deliver, in the name of the designated transferee or transferees, if any, one or more new Notes (subject to the limitations specified in Sections 2.3 and 2.13 hereof) in any denomination or denominations not prohibited by this Indenture, as requested by the Person surrendering the Note, dated the same date as the Note so surrendered and of like tenor and aggregate unpaid principal amount. Any Note or Notes issued in a registration of transfer or exchange shall be valid obligations of the Lessor entitled to the same security and benefits to which the Note or Notes so transferred or exchanged were entitled, including rights as to interest accrued but unpaid and to accrue so that there will not be any loss or gain of interest on the Note or Notes surrendered. Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form reasonably satisfactory to the Indenture Trustee duly executed by the holder thereof or his attorney duly authorized in writing, and the Indenture Trustee may require an opinion of counsel as to compliance of any such transfer with the Securities Act. The Indenture Trustee shall make a notation on each new Note of the amount of all payments of principal previously made on the old Note or Notes with respect to which such new Note is issued and the date on which such new Note is issued and the date to which interest on such old Note or Notes shall have been paid. The Indenture Trustee shall not be required to register the transfer or exchange of any Note during the ten (10) days preceding the due date of any payment on such Note.

Each Noteholder, by its acceptance of a Note, shall be deemed to have consented to, and agreed to be bound by, the terms and conditions hereof, of such Note (and any instrument of assignment or transfer) and of the other Operative Documents.

Section 2.9. Mutilated, Destroyed, Lost or Stolen Notes . Upon receipt by the Owner Trustee and the Indenture Trustee of evidence satisfactory to each of them of the loss, theft, destruction or mutilation of any Note and, in case of loss, theft or destruction, of indemnity satisfactory to each of them, and upon reimbursement to the Lessor and the Indenture Trustee of all reasonable expenses incidental thereto and payment or reimbursement for any transfer taxes, and upon surrender and cancellation of such Note, if mutilated, the Lessor will execute and the Indenture Trustee will authenticate and deliver in lieu of such Note, a new Note, dated the same date as such Note and of like tenor and principal amount. Any indemnity provided by the holder of a Note pursuant to this Section 2.9 must be sufficient in the reasonable judgment of the Lessor and the Indenture Trustee to protect the Lessor, the Indenture Trustee, the Paying Agent, the Registrar and any co-registrar or co-paying agent from any loss which any of them may suffer if a Note is replaced.

Section 2.10. Redemptions .

(a) Except as provided in paragraphs (b) and (c) of this Section 2.10 or as provided in any indenture supplemental hereto, all Notes outstanding under this Indenture shall be redeemed, in whole but not in part, at a price equal to the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption, but without any Make-Whole Amount or other premium, on the applicable Termination Date provided in Section 10.3 of the Facility Lease as a result of the occurrence of an Event of Loss. Any such redemption shall be made in accordance with the applicable provisions of Section 3 hereof.

(b) The Lessor may, at its option, redeem any Additional Notes in whole, or in part, on any date to the extent permitted by, and at the prices set forth in, the supplemental indenture establishing the terms, conditions and designations of such Additional Notes, together with accrued interest thereon, if any, to the date of redemption, plus, as applicable, any Make Whole Amount due on such Additional Notes to be so redeemed.

(c) The Notes shall be redeemed, in whole but not in part, as provided below, at the redemption price equal to the principal amount thereof, together with accrued and unpaid interest thereon, if any, to the date of redemption, plus the Make-Whole Amount, on the earliest to occur of:

	(i) if the obligations represented by the Notes shall have been refinanced in whole but not in part pursuant to Section 11.2 of the Participation Agreement, on the date of such refinancing;

	(ii) if the Facility Lease is terminated pursuant to Section 13 thereof, the applicable Burdensome Termination Date provided in Section 13.1 of the Facility Lease; and

	(iii) if the Facility Lease is terminated pursuant to Section 14.3 or 14.4 thereof, the applicable Owner Breach Termination Date provided in Section 14.1 of the Facility Lease.

Any such redemption shall be made in accordance with the applicable provisions of Section 3 hereof. The Make-Whole Amount payable with respect to the Notes to be redeemed pursuant to

this Section 2.10(c) will be determined by an investment banking institution of national standing in the United States (the “ Investment Banker ”) selected by the Lessee or, if the Lessor or the Indenture Trustee does not receive notice of such selection at least ten days prior to a scheduled prepayment date or if a Lease Event of Default under the Facility Lease shall have occurred and be continuing, selected by the Lessor, provided that the same Investment Banker shall also calculate the Special Event Amount payable concurrently therewith under the Facility Lease.

(d) If pursuant to this Section 2.10 the Lessor elects to redeem Additional Notes, or Notes are otherwise required to be redeemed, the Lessor shall notify the Indenture Trustee in writing of the date of redemption, the paragraph of this Indenture pursuant to which the redemption will occur, the principal amount of Notes to be redeemed and the applicable redemption price. The Lessor shall give each notice to the Indenture Trustee provided for in this Section 2.10 at least thirty (30) days before the date of redemption unless the Indenture Trustee consents in writing to a shorter period. Such notice shall be accompanied by an Officers’ Certificate and an opinion of counsel from the Lessee to the effect that such redemption will comply with the conditions herein.

(e) At least twenty (20) days but not more than sixty (60) days before a date of redemption, the Indenture Trustee shall deliver notification of such redemption by first-class mail to each Noteholder to be redeemed at such Noteholder’s registered address; provided that no notice shall be required so long as the Pass Through Trustee and the Indenture Trustee are the same entity. Each such notice shall state:

	(i) the date of redemption;

	(ii) the redemption price;

	(iii) the name and address of the Paying Agent;

	(iv) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

	(v) that, unless the Lessor defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; and

	(vi) the paragraph of this Indenture pursuant to which the Notes called for redemption are being redeemed.

(f) With respect to any notice of redemption of the Notes pursuant to Section 2.10(c) such notice shall state that such redemption shall be conditional upon the receipt by the Indenture Trustee, on or prior to the date fixed for such redemption, of money sufficient to pay the principal of and Make-Whole Amount, if any, and interest on such Notes and that, if such money shall not have been so received, such notice shall be of no force or effect and the Lessor shall not be required to redeem such Notes. In the event that such notice of redemption contains such a condition and such money is not so received, the redemption shall not be made and, within a reasonable time thereafter, notice shall be given, in the manner in which the notice of redemption

was given, that such money was not so received and such redemption was not required to be made.

(g) Upon surrender to the Paying Agent, such Notes shall be paid at the redemption price stated in the notice, plus accrued interest to the date of redemption. Failure to give notice or any defect in the notice to any Noteholder shall not affect the validity of the notice to any other Noteholder.

Section 2.11. Payment of Expenses on Transfer . Upon the issuance of a new Note or Notes pursuant to Section 2.8 or 2.9 hereof, the Lessor or the Indenture Trustee may require from the party requesting such new Note or Notes payment of a sum to reimburse the Lessor and the Indenture Trustee for, or to provide funds for, the payment on an After-Tax Basis to the Lessor, the Indenture Trustee and the Owner Participant of any tax or other governmental charge in connection therewith or any charges and expenses connected with such tax or governmental charge paid or payable by the Lessor or the Indenture Trustee.

Section 2.12. Additional Notes .

(a) Additional Notes (each, an “ Additional Note ”) of the Lessor may be issued under and secured by this Indenture, at any time or from time to time, in addition to the Initial Notes and subject to the conditions hereinafter provided in this Section 2.12, for cash in the amount equal to the original principal amount of such Additional Notes, for the purpose of (i) providing funds in connection with a Supplemental Financing pursuant to Section 11.1 of the Participation Agreement for the payment of all or any portion of Modifications to the Facility pursuant to Section 8 of the Facility Lease or (ii) redeeming any previously issued Notes pursuant to an optional refinancing pursuant to Section 11.2 of the Participation Agreement and providing funds for the payment of all reasonable costs and expenses in connection therewith.

(b) Before any Additional Notes shall be issued under the provisions of this Section 2.12, the Lessor shall have delivered to the Indenture Trustee, not less than five (5) (unless a shorter period shall be satisfactory to the Indenture Trustee) days nor more than sixty (60) days prior to the proposed date of issuance of any Additional Notes, a request and authorization to issue such Additional Notes, which request and authorization shall include the amount of such Additional Notes, the proposed date of issuance and terms thereof and (except in connection with a refinancing of all of the then outstanding Notes pursuant to Section 11.2 of the Participation Agreement) a certification that such terms thereof are not inconsistent with this Indenture. Such Additional Notes shall have a designation so as to distinguish such Additional Notes from the Initial Notes and other Additional Notes theretofore issued, but otherwise shall rank pari passu with any Notes then outstanding, be entitled to the same benefits and security of this Indenture as the other Notes issued pursuant to the terms hereof, be dated the date of original issuance of such Additional Notes, bear interest at such rates as shall be agreed between the Lessee and the Lessor and indicated in the aforementioned request and authorization, and shall be stated to be payable by their terms not later than the final maturity date of the Initial Notes issued on the Closing Date. The Additional Notes shall not be subject to (i) purchase except as provided in Section 4.4(e) hereof or (ii) redemption except as provided in Section 2.10 hereof.

(c) The terms, conditions and designations of such Additional Notes (which shall be consistent with this Indenture, except in the case of a refinancing of all of the Notes pursuant to Section 11.2 of the Participation Agreement) shall be set forth in an indenture supplemental to this Indenture executed by the Lessor and the Indenture Trustee. Such Additional Notes shall be executed as provided in Section 2.3 hereof and deposited with the Indenture Trustee for authentication, but before such Additional Notes shall be authenticated and delivered by the Indenture Trustee there shall be filed with the Indenture Trustee the following, all of which shall be dated as of the date of the supplemental indenture:

	(i) a copy of such supplemental indenture (which shall include the form of such Additional Notes and the certificate of authentication in respect thereof);

	(ii) an Officer’s Certificate from the Lessee (1) stating that no Lease Event of Default has occurred and is continuing under the Facility Lease, (2) stating that the conditions in respect of the issuance of such Additional Notes contained in this Section 2.12 have been satisfied, (3) specifying the amount of the costs and expenses relating to the issuance and sale of such Additional Notes, (4) stating that payments pursuant to the Facility Lease and all supplements thereto of Periodic Rent and Termination Amount, together with all other amounts payable pursuant to the terms of the Facility Lease, are calculated to be sufficient to pay when due all of the principal of and interest on the outstanding Notes, after taking into account the issuance of such Additional Notes and any related redemption of Notes theretofore outstanding, and (5) all conditions to the Supplemental Financing or refinancing contained in Section 11.1 or 11.2, respectively of the Participation Agreement or in any other provision of the Operative Documents have been satisfied;

	(iii) with respect to any Supplemental Financing, an Officer’s Certificate from the Lessor stating that no Indenture Default under clauses (b) through (f) of Section 4.2 hereof or Indenture Event of Default as to the Lessor, as the case may be, has occurred and is continuing;

	(iv) such additional documents, certificates and opinions as shall be reasonably required by the Indenture Trustee, and as shall be reasonably acceptable to the Indenture Trustee;

	(v) a request and authorization to the Indenture Trustee by the Lessor to authenticate and deliver such Additional Notes to or upon the order of the Person or Persons noted in such request at the address set forth therein, and in such principal amounts as are stated therein, upon payment to the Indenture Trustee, but for the account of the Lessor, of the sum or sums specified in such request and authorization;

	(vi) the consent of the Lessee to such request and authorization; and

	(vii) an opinion of counsel to the Lessor who shall be reasonably satisfactory to the Indenture Trustee, as to the authorization, validity and enforceability of the Additional Notes and that all conditions hereunder to the authentication and delivery of such Additional Notes have been complied with.

(d) When the documents referred to in the foregoing clauses (i) through (vii) above shall have been filed with the Indenture Trustee and when the Additional Notes described in the above mentioned request and authorization shall have been executed and authenticated as required by this Indenture and the related supplemental indenture, the Indenture Trustee shall deliver such Additional Notes in the manner described in clause (v) above, but only upon payment to the Indenture Trustee of the sum or sums specified in such request and authorization.

Section 2.13. Restrictions of Transfer Resulting from Federal Securities Laws; Legend . Each Note shall be delivered to the initial Noteholder thereof without registration of such Note under the Securities Act and without qualification of this Indenture under the Trust Indenture Act of 1939, as amended. Prior to any transfer of any such Note, in whole or in part, to any Person, the Noteholder thereof shall furnish to the Lessee, the Indenture Trustee and the Lessor an opinion of counsel, which opinion and which counsel shall be reasonably satisfactory to the Indenture Trustee, the Lessor and the Lessee, to the effect that such transfer will not violate the registration provisions of the Securities Act or require qualification of this Indenture under the Trust Indenture Act of 1939, as amended, and all Notes issued hereunder shall be endorsed with a legend which shall read substantially as follows:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH REGISTRATION IS IN EFFECT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID ACT.

Section 2.14. Security for and Parity of Notes . All Notes issued and outstanding hereunder shall rank on a parity with each other and shall as to each other be secured equally and ratably by this Indenture, without preference, priority or distinction of any thereof over any other by reason of difference in time of issuance or otherwise.

Section 2.15. Acceptance of the Indenture Trustee . Each Noteholder, by its acceptance of a Note, shall be deemed to have consented to the appointment of the Indenture Trustee.

ARTICLE III
RECEIPT, DISTRIBUTION AND APPLICATION
OF INCOME FROM INDENTURE ESTATE

Section 3.1. Distribution of Periodic Rent .

(a) Periodic Rent Distribution . Except as otherwise provided in Section 3.1(c), 3.2, 3.3 or 3.7 of this Indenture, each installment of Periodic Rent and any payment of Supplemental Rent constituting interest on overdue installments of Periodic Rent received by the Indenture Trustee shall be distributed by the Indenture Trustee in the following order of priority:

First , so much of such amounts as shall be required to pay in full the aggregate principal and accrued interest (as well as any interest on overdue principal and, to the extent permitted by Applicable Law, on overdue interest) then due and payable under the Notes shall be distributed to the Noteholders ratably, without priority of any Noteholder over any other Noteholder, in the proportion that the amount of such payment then due and

	payable under each such Note bears to the aggregate amount of the payments then due and payable under all such Notes; and

	Second , the balance, if any, of such amounts remaining shall be distributed to the Lessor for distribution by it in accordance with the terms of the Trust Agreement.

(b) Application of Other Amounts Held by the Indenture Trustee upon Rent Default . If, as a result of any failure by the Lessee to pay Periodic Rent in full on any date when an installment of Periodic Rent is due, there shall not have been distributed on any date (or within any applicable period of grace) pursuant to Section 3.1(a) hereof the full amount then distributable pursuant to clause “ First ” of Section 3.1(a) of this Indenture, the Indenture Trustee shall distribute other payments (other than Excepted Payments) of the character referred to in Sections 3.5 and 3.6 hereof then held by it, or thereafter received by it, to all Noteholders to the extent necessary to enable it to make all the distributions then due pursuant to such clause “ First .” To the extent the Indenture Trustee thereafter receives the deficiency in Periodic Rent, the amount so received shall, unless an Indenture Event of Default shall have occurred and be continuing, be applied to restore the amounts held by the Indenture Trustee under Section 3.5 or 3.6 hereof and distributed pursuant to this Section 3.1(b), as the case may be. The portion of each such payment made to the Indenture Trustee which is to be distributed by the Indenture Trustee in payment of Notes shall be applied in accordance with Section 2.7 hereof. Any payment received by the Indenture Trustee pursuant to Section 4.3 hereof as a result of payment by the Lessor of principal or interest or both (as well as any interest on overdue principal and, to the extent permitted by Applicable Law, on overdue interest) then due on all Notes shall be distributed to the Noteholders, ratably, without priority of one over the other, in the proportion that the amount of such payment or payments then due and unpaid on all Notes held by each such Noteholder bears to the aggregate amount of the payments then due and unpaid on all Notes outstanding; and the Lessor shall (to the extent of such payment made by it) be subrogated to the rights of the Noteholders under this Section 3.1 to receive the payment of Periodic Rent or Supplemental Rent with respect to which its payment under Sections 4.3(a) and (b) hereof relates, and the payment of interest on account of such Periodic Rent or Supplemental Rent being overdue, to the extent provided in and subject to the provisions of Section 4.3(a) and (b) hereof.

(c) Retention of Amounts by the Indenture Trustee . If at the time of receipt by the Indenture Trustee of an installment of Periodic Rent (whether or not then overdue) or of payment of interest on any overdue installment of Periodic Rent, there shall have occurred and be continuing an Indenture Event of Default, the Indenture Trustee shall retain such installment of Periodic Rent or payment of interest (to the extent such installment of Rent or payment of interest is not then required to be distributed pursuant to clause “ First ” of Section 3.1(a)) as part of the Indenture Estate and shall not distribute any such payment of Periodic Rent or interest pursuant to clause “ Second ” of Section 3.1(a) until such time as such Indenture Event of Default shall be cured or waived or until such time as the Indenture Trustee shall have received written instructions from a Majority in Interest of Noteholders to make such a distribution; provided that such amounts must be returned to the Lessor within six (6) months from the receipt thereof by the Indenture Trustee unless (i) the Indenture Trustee has declared the unpaid principal of all Notes due and payable (or such amounts shall have automatically become due and payable) pursuant to Section 4.3(a) hereof and the Indenture Trustee is diligently pursuing any remedies available under Section 4.3(b) hereof (unless such remedies are stayed or prevented by operation

of law) or (ii) any other Indenture Event of Default shall have occurred during the intervening period and be continuing, in which case, such six-month period will be restarted from the date such other Indenture Event of Default shall have occurred. Upon the cure or waiver of such Indenture Event of Default, withheld Periodic Rent shall, subject to clause (ii) of the immediately preceding sentence, be distributed to the Lessor (to the extent that all payments to be distributed pursuant to clause “ First ” of Section 3.1(a) have been made), and no further withholding of Periodic Rent on account of such Indenture Event of Default shall be effected.

Section 3.2. Payments Following Event of Loss or Other Early Termination . Any payment received by the Indenture Trustee as a result of (x) an Event of Loss, (y) early termination of the Facility Lease pursuant to Section 13 thereof, or (z) any early termination of the Facility Lease pursuant to Section 14 thereof, shall be distributed on the applicable date of redemption to the extent of available funds, in the following order of priority:

	First , so much of such payments and amounts as shall be required to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any expense (including any reasonable legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with the performance of its duties as the Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself;

	Second , so much of such payments or amounts as shall be required to pay in full the applicable redemption price (as described in Section 2.10(a) or 2.10(c) hereof or any supplemental indenture hereto) (including, interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) upon all of the Notes which shall be distributed to the holders of such Notes, in each case ratably, without priority of any Noteholder over any other, in the proportion that the aggregate unpaid principal amount of all such Notes held by each such holder, plus the Make-Whole Amount, if any, required to be paid hereunder, and accrued but unpaid interest thereon to the scheduled date of distribution to the Noteholders bears to the aggregate unpaid principal amount of all such Notes held by all such holders, together with the Make-Whole Amount, if any, plus accrued but unpaid interest thereon to the date of scheduled distribution to the Noteholders;

	Third , so much of such payments and amounts as shall be required to pay the then existing or prior Noteholders all other amounts then payable and unpaid to them as holders of the Notes which this Indenture by its terms secures shall be distributed to such existing or prior holders of Notes, ratably to each such holder, without priority of any such holder over any other, in the proportion that the amount of such payments or amounts to which each such holder is so entitled bears to the aggregate amount of such payments and amounts to which all such holders are so entitled; and

	Fourth , the balance, if any, of such payment remaining shall be distributed to the Lessor for distribution in accordance with the Trust Agreement.

Section 3.3. Payments After Indenture Event of Default . All payments received and all amounts held or realized by the Indenture Trustee after an Indenture Event of Default shall have

occurred and be continuing (including any amounts realized by the Indenture Trustee from the exercise of any remedies pursuant to Section 17 of the Facility Lease or from the application of Section 4.3 hereof) and after either (a) the Indenture Trustee has declared the Facility Lease to be in default pursuant to Section 17 thereof or (b) the entire principal amount of Notes shall have been declared or shall automatically have become due and payable, together with all payments or amounts then held or thereafter received by the Indenture Trustee hereunder, shall, so long as such declaration shall not have been rescinded, be distributed forthwith by the Indenture Trustee in the following order of priority:

	First , so much of such payments and amounts as shall be required to reimburse the Indenture Trustee for any unpaid fees for its services under this Indenture and any expense (including any reasonable legal fees and disbursements) or loss incurred by it (to the extent incurred in connection with the performance of its duties as the Indenture Trustee and to the extent reimbursable and not previously reimbursed) shall be distributed to the Indenture Trustee for application to itself;

	Second , so much of such payments or amounts as shall be required to pay the aggregate unpaid principal amount of all Notes then outstanding and all accrued but unpaid interest on such Notes to the date of such distribution (including interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest) shall be distributed to the holders of such Notes, in each case ratably, without priority of any Noteholder over any other, in the proportion that the aggregate unpaid principal amount of all such Notes held by each such holder and accrued but unpaid interest thereon to the scheduled date of distribution to the Noteholders bears to the aggregate unpaid principal amount of all such Notes held by all such holders and accrued but unpaid interest thereon to the date of scheduled distribution to the Noteholders;

	Third , so much of such payments and amounts as shall be required to pay the then existing or prior Noteholders all other amounts then payable and unpaid to them as holders of the Notes which this Indenture by its terms secures, including the Make-Whole Amount, if any, required to be paid pursuant to Section 2.10(c) hereof, in respect of such Notes required to be paid pursuant to Section 4.3(a) hereof, shall be distributed to such existing or prior holders of Notes, ratably to each such holder, without priority of any such holder over any other, in the proportion that the amount of such payments or amounts to which each such holder is so entitled bears to the aggregate amount of such payments and amounts to which all such holders are so entitled; and

	Fourth , the balance, if any, of such payments and amounts remaining shall be distributed to the Lessor for distribution by it in accordance with the terms of the Trust Agreement.

Section 3.4. Investment of Certain Payments Held by the Indenture Trustee . Upon the written direction and at the risk and expense of the Lessor, the Indenture Trustee shall invest and reinvest any moneys held by the Indenture Trustee pursuant to Section 3.1(c), 3.5 or 3.6 hereof in such Permitted Investments as maybe specified in such direction. The proceeds received upon the sale or at maturity of any Permitted Investment and any interest received on such Permitted Investment and any payment in respect of a deficiency contemplated by the following sentence shall be held as part of the Indenture Estate and applied by the Indenture Trustee in the same

manner as the moneys used to buy such Permitted Investment, and any Permitted Investment may be sold (without regard to maturity date) by the Indenture Trustee whenever necessary to make any payment or distribution required by this Article III. If the proceeds received upon the sale or at maturity of any Permitted Investment (including interest received on such Permitted Investment) shall be less than the cost thereof (including accrued interest), the Lessor will pay or cause to be paid to the Indenture Trustee an amount equal to such deficiency.

Section 3.5. Application of Certain Other Payments . Except as otherwise provided in Section 3.1(b) or 3.1(c) hereof, any payment received by the Indenture Trustee for which provision as to the application thereof is made in an Operative Document, but not elsewhere in this Indenture (including payments received by the Indenture Trustee under the Guaranty), shall, unless an Indenture Event of Default shall have occurred and be continuing, be applied forthwith to the purpose for which such payment was made in accordance with the terms of such Operative Document. If at the time of the receipt by the Indenture Trustee of any payment referred to in the preceding sentence there shall have occurred and be continuing an Indenture Event of Default, the Indenture Trustee shall hold such payment as part of the Indenture Estate, but the Indenture Trustee shall, except as otherwise provided in Section 3.1(b) or 3.1(c) hereof, cease to hold such payment and shall apply such payment to the purpose for which it was made in accordance with the terms of such Operative Document if and whenever there is no longer continuing any Indenture Event of Default; provided, however , that any such payment received by the Indenture Trustee which is payable to the Lessee shall not be held by the Indenture Trustee unless a Lease Event of Default shall have occurred and be continuing.

Section 3.6. Other Payments . Except as otherwise provided in Section 3.5 hereof:

(a) any payment received by the Indenture Trustee for which no provision as to the application thereof is made in the Participation Agreement, the Facility Lease or elsewhere in this Article III; and

(b) all payments received and amounts realized by the Indenture Trustee with respect to the Indenture Estate (including all amounts realized after the termination of the Facility Lease), to the extent received or realized at any time after payment in full of the principal of and, Make-Whole Amount, if any, and interest on all Notes then outstanding and all other amounts due the Indenture Trustee or the Noteholders, as well as any other amounts remaining as part of the Indenture Estate after such payment in full of the principal of, Make-Whole Amount, if any, and interest on all Notes outstanding;

shall be distributed forthwith by the Indenture Trustee in the order of priority set forth in Section 3.3 hereof, omitting clause “ Third ” thereof.

Section 3.7. Excepted Payments . Notwithstanding any other provision of this Indenture including this Article III or any provision of any of the Operative Documents to the contrary, any Excepted Payments received or held by the Indenture Trustee at any time shall promptly be paid or distributed by the Indenture Trustee to the Person or Persons entitled thereto.

Section 3.8. Distributions to the Lessor . Unless otherwise directed in writing by the Lessor, all amounts from time to time distributable by the Indenture Trustee to the Lessor in

accordance with the provisions hereof shall be paid by the Indenture Trustee in immediately available funds to the Owner Participant’s Account. Any amounts payable to the Trust Company in its individual capacity shall be paid to the Trust Company.

Section 3.9. Payments Under Assigned Documents . Notwithstanding anything to the contrary contained in this Indenture, until the discharge and satisfaction of the Lien of this Indenture, all payments due or to become due under any Assigned Document to the Lessor (except so much of such payments as constitute Excepted Payments) shall be made directly to the Indenture Trustee’s Account and the Lessor shall give all notices as shall be required under the Assigned Documents to direct payment of all such amounts to the Indenture Trustee hereunder. The Lessor agrees that if it should receive any such payments directed to be made to the Indenture Trustee or any proceeds for or with respect to the Indenture Estate or as the result of the sale or other disposition thereof or otherwise constituting a part of the Indenture Estate to which the Lessor is not entitled hereunder, it will promptly forward such payments to the Indenture Trustee or in accordance with the Indenture Trustee’s instructions. The Indenture Trustee agrees to apply payments from time to time received by it (from the Lessee, the Lessor or otherwise) with respect to the Facility Lease, any other Assigned Document or the Facility in the manner provided in Section 2.7 hereof and this Article III.

Section 3.10. Disbursement of Amounts Received by the Indenture Trustee . Subject to the last sentence of this Section 3.10 and Section 3.2 hereof, amounts to be distributed by the Indenture Trustee pursuant to this Article III shall be distributed on the date such amounts are actually received by the Indenture Trustee. Notwithstanding anything to the contrary contained in this Article III, in the event the Indenture Trustee shall be required or directed to make a payment under this Article III on the same date on which such payment is received, any amounts received by the Indenture Trustee after 12:00 noon, New York City time, or on a day other than a Business Day, may be distributed on the next succeeding Business Day.

Section 3.11. Establishment of the Indenture Trustee‘s Account; and Lien and Security Interest; Etc .

(a) The Account Bank hereby confirms that it has established a securities account entitled the “ Indenture Trustee’s Account ” (the “ Indenture Trustee’s Account ”), which Indenture Trustee’s Account shall be maintained by the Account Bank until the date this Indenture is terminated pursuant to Section 7.1 hereof. The account number of the Indenture Trustee’s Account established hereunder is specified in Schedule II hereto. The Indenture Trustee’s Account shall not be evidenced by passbooks or similar writings. This Indenture governs and shall be the only agreement governing the Indenture Trustee’s Account.

(b) All amounts from time to time held in the Indenture Trustee’s Account shall be maintained (i) in the name of the Lessor subject to the lien and security interest of the Indenture Trustee for the benefit of the Indenture Trustee and each of the Noteholders as set forth herein and (ii) in the custody of the Account Bank for and on behalf of the Indenture Trustee for the benefit of the Indenture Trustee and each of the Noteholders for the purposes and on the terms set forth in this Indenture. All such amounts shall constitute a part of the Indenture Trustee Account Collateral (as defined below) and shall not constitute payment of any Indebtedness or any other obligation of the Lessor until applied as hereinafter provided.

(c) As collateral security for the prompt payment in full when due of the Secured Indebtedness, the Lessor hereby pledges, assigns, hypothecates and transfers to the Indenture Trustee for the benefit of the Indenture Trustee and each of the Noteholders, and hereby grants to the Indenture Trustee for the benefit of the Indenture Trustee and each of the Noteholders, a lien on and security interest in and to, (i) the Indenture Trustee’s Account and any successor account thereto and (ii) all cash, investments, investment property, securities or other property at any time on deposit in or credited to the Indenture Trustee’s Account, including all income or gain earned thereon and any proceeds thereof (the “ Indenture Trustee Account Collateral ”).

Section 3.12. The Account Bank; Limited Rights of the Lessor .

(a) The Account Bank .

	(i) Establishment of Securities Account . The Account Bank hereby agrees and confirms that (A) the Account Bank has established the Indenture Trustee’s Account as set forth in Section 3.11, (B) the Indenture Trustee’s Account is and will be maintained as a “ securities account ” (within the meaning of Section 8-501(a) of the UCC), (C) the Lessor is the “ entitlement holder ” (within the meaning of Section 8-102(a)(7) of the UCC) in respect of the “ financial assets ” (within the meaning of Section 8-102(a)(9) of the UCC) credited to the Indenture Trustee’s Account, (D) all property delivered to the Account Bank pursuant to this Indenture or any other Operative Document will be held by the Account Bank and promptly credited to the Indenture Trustee’s Account by an appropriate entry in its records in accordance with this Indenture, (E) all “ financial assets ” (within the meaning of Section 8-102(a)(9) of the UCC) in registered form or payable to or to the order of and credited to the Indenture Trustee’s Account shall be registered in the name of, payable to or to the order of, or indorsed to, the Account Bank or in blank, or credited to another securities account maintained in the name of the Account Bank, and in no case will any financial asset credited to the Indenture Trustee’s Account be registered in the name of, payable to or to the order of, or indorsed to, the Lessor except to the extent the foregoing have been subsequently indorsed by the Lessor to the Account Bank or in blank, (F) the Account Bank shall not change the name or account number of the Indenture Trustee’s Account without the prior written consent of the Indenture Trustee, (G) the Account Bank is acting and shall at all times act as and perform all of the duties of the “securities intermediary,” within the meaning of Article 8 of the UCC, with respect to the Indenture Trustee’s Account and the financial assets credited thereto and (H) the Account Bank shall not enter into any other agreement governing, or with respect to, the Indenture Trustee’s Account without the prior written consent of the Indenture Trustee.

	(ii) Financial Assets Election . The Account Bank agrees that each item of property (including any security, instrument or obligation, share, participation, interest, cash or cash equivalent or other property whatsoever) credited to the Indenture Trustee’s Account shall be treated as a “ financial asset ” within the meaning of Section 8-102(a)(9) of the UCC.

	(iii) Entitlement Orders . Notwithstanding anything in this Indenture to the contrary, if at any time the Account Bank shall receive any “ entitlement order ” (within

	the meaning of Section 8-102(a)(8) of the UCC) or any other order from the Indenture Trustee directing the transfer or redemption of any financial asset relating to the Indenture Trustee’s Account or with respect to any “ security entitlements ” (within the meaning of Section 8-102(a)(17) of the UCC) carried or to be carried in the Indenture Trustee’s Account, the Account Bank shall comply with such entitlement order or other order without further consent by the Lessor or any other Person. The parties hereto hereby agree that the Indenture Trustee shall have “ control ” (within the meaning of Section 8-106(d) of the UCC) of (A) the Indenture Trustee’s Account, (B) all security entitlements carried or to be carried in the Indenture Trustee’s Account and (C) the Lessor’s security entitlements with respect to the financial assets credited to the Indenture Trustee’s Account and the Lessor hereby disclaims any entitlement to claim “ control ” of such “ security entitlements ”. Unless an Indenture Event of Default shall have occurred and is continuing, the Indenture Trustee shall not deliver any entitlement order directing the transfer or redemption of any financial asset relating to the Indenture Trustee’s Account.

	(iv) Subordination of Lien; Waiver of Set-Off . In the event that the Account Bank has or subsequently obtains by agreement, operation of law or otherwise a lien or security interest in the Indenture Trustee’s Account or any security entitlement credited thereto, the Account Bank agrees that such lien or security interest shall be subordinate to the lien and security interest of the Indenture Trustee for the benefit of the Indenture Trustee and each Noteholder. The financial assets standing to the credit of the Indenture Trustee’s Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee for the benefit of the Indenture Trustee and each Noteholder (except for the face amount of any checks which have been credited to the Indenture Trustee’s Account but are subsequently returned unpaid because of uncollected or insufficient funds).

	(v) No Other Agreements . The Account Bank and the Lessor have not entered into any agreement governing or with respect to the Indenture Trustee’s Account or any financial assets credited to the Indenture Trustee’s Account other than this Indenture. The Account Bank has not entered into any agreement with the Lessor or any other Person purporting to limit or condition the obligation of the Account Bank to comply with entitlement orders originated by the Indenture Trustee in accordance with Section 3.12(a)(iii) hereof. In the event of any conflict between this Section 3.12 or any other agreement now existing or hereafter entered into, the terms of this Section 3.12 shall prevail.

	(vi) Notice of Adverse Claims . Except for the claims and interest of the Indenture Trustee for the benefit of the Indenture Trustee and each Noteholder and the Lessor in the Indenture Trustee’s Account, the Account Bank does not know of any claim to, or interest in, the Indenture Trustee’s Account or in any financial asset credited thereto. If any Person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against the Indenture Trustee’s Account or in any financial asset credited thereto, the Account Bank will promptly notify the Indenture Trustee and the Lessor in writing thereof.

(vii) Rights and Powers of the Indenture Trustee . The rights and powers granted by the Indenture Trustee to the Account Bank have been granted in order to perfect its lien and security interests in the Indenture Trustee’s Account, are powers coupled with an interest and will neither be affected by the bankruptcy of the Lessor nor the lapse of time.

(b) Limited Rights of the Lessor . The Lessor shall not have any rights against or to monies held in the Indenture Trustee’s Account, as third party beneficiary or otherwise, or any right to direct the Account Bank or the Indenture Trustee to apply or transfer monies in the Indenture Trustee’s Account, except the right to receive or make requisitions of monies held in the Indenture Trustee’s Account, as expressly provided in this Indenture, and to direct the investment of monies held in the Indenture Trustee’s Account as expressly provided in Section 3.7 hereof. Except as expressly provided in this Indenture, in no event shall any amounts or Permitted Investments deposited in or credited to the Indenture Trustee’s Account be registered in the name of the Lessor, payable to the order of the Lessor or specially indorsed to the Lessor except to the extent that the foregoing have been specially indorsed to the Indenture Trustee or in blank.

ARTICLE IV
COVENANTS OF LESSOR; DEFAULTS;
REMEDIES OF INDENTURE TRUSTEE

Section 4.1. Covenants of Lessor . The Lessor hereby covenants and agrees as follows:

(a) the Lessor will duly and punctually pay the principal of, Make-Whole Amount, if any, and interest on and other amounts due under the Notes and hereunder in accordance with the terms of the Notes and this Indenture and all amounts payable by it to the Noteholders under the Participation Agreement; and

(b) the Lessor will not, except as provided in this Indenture (including Sections 4.4, 5.6, 8.1 and 8.2 hereof) and except as to Excepted Payments (i) enter into any agreement amending, modifying or supplementing any of the Assigned Documents, or exercise any election or option, or make any decision or determination, or give any notice, consent, waiver or approval, or take any other action, under or in respect of any Assigned Document, (ii) accept and retain any payment from, or settle or compromise any claim arising under, any of the Assigned Documents, except that it may forward any payment to the Indenture Trustee in accordance with Section 3.9 hereof, (iii) give any notice or exercise any right or take any action under any of the Assigned Documents, or (iv) submit or consent to the submission of any dispute, difference or other matter arising under or in respect of any of the Assigned Documents to arbitration thereunder.

Section 4.2. Indenture Events of Default . Subject to Section 4.4 hereof, the term “ Indenture Event of Default ,” wherever used herein, shall mean any of the following events (whatever the reason for such Indenture Event of Default and whether it shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Entity):

(a) any Lease Event of Default (other than (x) the failure of the Lessee to pay any amount which shall constitute an Excepted Payment or the Equity Portion of Periodic Rent, the Equity Portion of PVRR Amount or the Equity Portion of Termination Amount and (y) a Lease Event of Default in consequence of the Lessee’s failure to maintain the insurance required by Section 11 of the Facility Lease if, and so long as, (i) such Lease Event of Default is waived by the Lessor and the Owner Participant and (ii) the insurance maintained by the Lessee still constitutes Prudent Industry Practice); or

(b) the Lessor shall fail to make any payment in respect of the principal of, or Make-Whole Amount, if any, or interest on, or any scheduled fees due and payable under or with respect to any Note within ten (10) days after the same shall have become due or any other amounts due and payable under or with respect to any Note within thirty (30) days after the Lessor receives notice that such amount is due and payable; or

(c) the Lessor shall fail to perform or observe any material covenant, obligation or agreement to be performed or observed by it under this Indenture (other than any covenant, obligation or agreement contained in clause (b) of this Section 4.2), the Lessor shall fail to perform or observe any material covenant, obligation or agreement to be performed by it under Section 6 of the Participation Agreement, the Owner Participant shall fail to perform or observe any material covenant, obligation or agreement to be performed by it under Section 7 of the Participation Agreement, or the OP Guarantor shall fail to perform or observe any material covenant, obligation or agreement to be performed by it under the OP Guaranty (provided the OP Guaranty shall not have been terminated or released), in each case, in any material respect, which failure shall continue unremedied for thirty (30) days after receipt by such party of written notice thereof; provided, however , that if such condition cannot be remedied within such 30-day period, then the period within which to remedy such condition shall be extended up to one hundred eighty (180) days, so long as such party diligently pursues such remedy and such condition is reasonably capable of being remedied within such extended period; or

(d) any representation or warranty made by the Lessor in Section 3.2 of the Participation Agreement or in the certificate delivered by the Lessor at the Closing pursuant to Section 4.18 of the Participation Agreement or any representation or warranty made by the Owner Participant in Section 3.3 of the Participation Agreement or the certificate delivered by the Owner Participant at the Closing pursuant to Section 4.18 of the Participation Agreement, or any representation or warranty made by the OP Guarantor (provided the OP Guaranty shall not have been terminated or released) under the OP Guaranty or in the certificate delivered by such OP Guarantor at the Closing pursuant to Section 4.18 of the Participation Agreement, shall prove to have been incorrect in any material respect when made and continues to be material and unremedied for a period of thirty (30) days after receipt by such party of written notice thereof; provided , however , that if such condition cannot be remedied within such 30-day period, then the period within which to remedy such condition shall be extended up to an additional one hundred eighty days (180) days, so long as such party diligently pursues such remedy and such condition is reasonably capable of being remedied within such extended period; or

(e) the Owner Participant, the OP Guarantor (provided the OP Guaranty shall not have been terminated or released) or the Lessor shall (i) commence a voluntary case or other proceeding seeking relief under Title 11 of the Bankruptcy Code or liquidation, reorganization or

other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or apply for or consent to the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to, or fail to controvert in a timely manner, any such relief or the appointment of or taking possession by any such official in any voluntary case or other proceeding commenced against it, or (iii) file an answer admitting the material allegations of a petition filed against it in any such proceeding; or (iv) make a general assignment for the benefit of creditors; or (v) become unable, admit in writing its inability or fail generally to pay its debts as they become due; or (vi) take corporate action for the purpose of effecting any of the foregoing; or

(f) an involuntary case or other proceeding shall be commenced against the Owner Participant, the OP Guarantor (provided the OP Guaranty shall not have been terminated or released) or the Lessor seeking (i) liquidation, reorganization or other relief with respect to it or its debts under Title 11 of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the appointment of a trustee, receiver, liquidator, custodian or other similar official with respect to it or any substantial part of its property or (iii) the winding-up or liquidation of the Lessor; and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of ninety (90) days.

Section 4.3. Remedies of the Indenture Trustee .

(a) In the event that an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee in its discretion may, or upon receipt of written instructions from a Majority in Interest of Noteholders shall declare, by written notice to the Lessor and the Owner Participant, the unpaid principal amount of all Notes, with accrued and unpaid interest thereon, but without any Make-Whole Amount to be immediately due and payable, upon which declaration such principal amount and such accrued and unpaid interest shall immediately become due and payable (except in the case of an Indenture Event of Default under Section 4.2(e) or (f) hereof, such principal and interest shall automatically become due and payable immediately without any such declaration or notice) without further act or notice of any kind.

(b) If an Indenture Event of Default shall have occurred and be continuing, then and in every such case, the Indenture Trustee, as assignee under the Facility Lease or hereunder or otherwise, may, and where required pursuant to the provisions of Article V hereof shall, upon written notice to the Lessor and the Owner Participant, exercise any or all of the rights and powers and pursue any or all of the remedies pursuant to this Article IV and, in the event such Indenture Event of Default arises as a result of an event described in Section 4.2(a) and is continuing unremedied and Sections 4.3(d) and 4.4 shall either not apply or shall have ceased to apply with respect to such Indenture Event of Default, any and all of the remedies provided pursuant to this Article IV and Section 17 of the Facility Lease and may take possession of all or any part of the Indenture Estate and may exclude therefrom the Owner Participant, the Lessor and, in the event such Indenture Event of Default shall be a Lease Event of Default, the Lessee and all persons claiming under them, and may exercise all remedies available to a secured party under the Uniform Commercial Code or any other provision of Applicable Law. The Indenture Trustee may proceed to enforce the rights of the Indenture Trustee and of the Noteholders by directing payment to it of all moneys payable under any agreement or undertaking constituting a

part of the Indenture Estate, by proceedings in any court of competent jurisdiction to recover damages for the breach hereof or for the appointment of a receiver or for sale of all or any part of the Property Interest or for foreclosure of the Property Interest, together with the Lessor’s interest in the Assigned Documents, and by any other action, suit, remedy or proceeding authorized or permitted by this Indenture, at law or in equity, or whether for the specific performance of any agreement contained herein, or for an injunction against the violation of any of the terms hereof, or in aid of the exercise of any power granted hereby or by law, and in addition may foreclose upon, sell, assign, transfer and deliver, from time to time to the extent permitted by Applicable Law, all or any part of the Indenture Estate or any interest therein, at any private sale or public auction with or without demand, advertisement or notice (except as herein required or as may be required by law) of the date, time and place of sale and any adjournment thereof, for cash or credit or other property, for immediate or future delivery and for such price or prices and on such terms as the Indenture Trustee, in its unfettered discretion, may determine, or as may be required by law, so long as the Owner Participant and the Lessor are afforded a commercially reasonable opportunity to bid for all or such part of the Indenture Estate in connection therewith unless the first sentence of Section 4.7 hereof shall otherwise be applicable; provided that twenty (20) days shall be deemed to be a commercially reasonable opportunity to bid for purposes of this Section 4.3(b). The Indenture Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and of the Noteholders asserted or upheld in any bankruptcy, receivership or other judicial proceedings.

(c) To the fullest extent permitted by Applicable Law, all rights of action and rights to assert claims under this Indenture or under any of the Notes may be enforced by the Indenture Trustee without the possession of the Notes at any trial or other proceedings instituted by the Indenture Trustee, and any such trial or other proceedings shall be brought in its own name as mortgagee of an express trust, and any recovery or judgment shall be for the ratable benefit of the Noteholders as herein provided. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any such Persons parties to such proceedings.

(d) Anything herein to the contrary notwithstanding, neither the Indenture Trustee nor any Noteholder shall at any time, including at any time when an Indenture Event of Default shall have occurred and be continuing and there shall have occurred and be continuing a Lease Event of Default, be entitled to exercise any remedy under or in respect of this Indenture which could or would divest the Lessor of title to, or its ownership interest in, any portion of the Indenture Estate unless, in the case of an Indenture Event of Default as a consequence of a Lease Event of Default, the Indenture Trustee shall have, to the extent it is then entitled to do so hereunder or under any other Operative Document and is not then stayed or otherwise prevented from doing so by operation of law, commenced and is diligently pursuing the exercise of one or more remedies under the Facility Lease intending to dispossess the Lessee of its leasehold interest in the Undivided Interest and is using good faith efforts in the exercise of such remedies (and not merely asserting a right or claim to do so); provided that during any period that the Indenture Trustee is stayed or otherwise prevented by operation of law from exercising such remedies, the Indenture Trustee will not divest the Lessor of title to, or its ownership interest in, any portion of the Indenture Estate until the earliest of (a) the expiration of the 180-day period following the

date of the commencement of a stay or other prevention provided that such 180-day period shall be extended through any period thereafter in which no Lease Event of Default shall have occurred and be continuing other than a Lease Event of Default under Section 16 (g) or (h) of the Facility Lease, (b) the date the Facility Lease is rejected in accordance with a final and non-appealable order of the bankruptcy court, or (c) the date of repossession of the Facility under the Facility Lease, provided further , that in each case, the Indenture Trustee shall have given at least ten (10) Business Days’ prior notice to the Lessor and the Owner Participant of the Indenture Trustee’s intention to exercise remedies which could or would divest the Lessor of title to, or its ownership interest in, any portion of the Indenture Estate.

(e) Any provisions of the Facility Lease or this Indenture to the contrary notwithstanding, if the Lessee shall fail to pay any Excepted Payment to any Person entitled thereto as and when due, such Person shall have the right at all times, to the exclusion of the Indenture Trustee, to demand, collect, sue for, enforce performance of obligations relating to, or otherwise obtain all amounts due in respect of such Excepted Payment or to declare a Lease Event of Default under Section 16 of the Facility Lease solely to enforce such obligations in respect of any Excepted Payments ( provided that any such declaration shall not be deemed to constitute an Indenture Event of Default hereunder without the consent of the Indenture Trustee).

Section 4.4. Right to Cure Certain Lease Events of Default .

(a) If the Lessee shall fail to make any payment of Periodic Rent due on any Rent Payment Date when the same shall have become due, and if such failure of the Lessee to make such payment of Periodic Rent shall not constitute more than the third consecutive such failure or sixth cumulative failure of the Lessee, then the Lessor or the Owner Participant may (but need not) pay to the Indenture Trustee, at any time prior to the expiration of ten (10) Business Days after the Lessor and the Owner Participant shall have received notice from the Indenture Trustee or have Actual Knowledge of the failure of the Lessee to make such payment of Periodic Rent, an amount equal to the principal of, and interest on the Notes, then due (otherwise than by declaration of acceleration) on such Rent Payment Date, together with any interest due thereon on account of the delayed payment thereof, and such payment by the Lessor or the Owner Participant shall be deemed (for purposes of this Indenture) to have cured any Indenture Event of Default which arose or would have arisen from such failure of the Lessee.

(b) If the Lessee shall fail to make any payment of Supplemental Rent when the same shall become due or otherwise fail to perform any obligation under the Facility Lease or any other Operative Document, then the Lessor or the Owner Participant may (but need not) make such payment on the date such Supplemental Rent was payable, together with any interest due thereon on account of the delayed payment thereof, or perform such obligation, at any time prior to the expiration of ten (10) Business Days after the Lessor or the Owner Participant shall have received notice from the Indenture Trustee or have Actual Knowledge of the occurrence of such failure, and such payment or performance by the Lessor or the Owner Participant shall be deemed to have cured any Indenture Event of Default which arose or would have arisen from such failure of the Lessee.

(c) Neither the Lessor nor the Owner Participant, upon exercising its rights under paragraph (a) or (b) of this Section 4.4 to cure the Lessee’s failure to pay Periodic Rent or

Supplemental Rent or to perform any other obligation under the Facility Lease or any other Operative Document, shall obtain any Lien on any part of the Indenture Estate on account of such payment or performance or, except as expressly provided in the next sentence, pursue any claims against the Lessee or any other party, for the repayment thereof if such claims would impair the prior right and security interest of the Indenture Trustee in and to the Indenture Estate. Upon such payment or performance by the Lessor or the Owner Participant, the Lessor or the Owner Participant, as the case may be, shall (to the extent of such payment made by it and the costs and expenses incurred in connection with such payments and performance thereof together with interest thereon and so long as no event which would, with the passing of time or giving of notice or both, become an Indenture Event of Default under Section 4.2(b), (e) or (f) hereof, or any Indenture Event of Default hereunder shall have occurred and be continuing) be subrogated to the rights of the Indenture Trustee and the Noteholders to receive the payment of Periodic Rent or Supplemental Rent, as the case maybe, with respect to which the Lessor or the Owner Participant, as the case may be, made such payment and interest on account of such Periodic Rent payment or Supplemental Rent payment being overdue in the manner set forth in the next two sentences. If the Indenture Trustee shall thereafter receive such payment of Periodic Rent, Supplemental Rent or such interest, the Indenture Trustee shall, notwithstanding the requirements of Section 3.1 hereof, forthwith, remit such payment of Periodic Rent or Supplemental Rent, as the case may be (to the extent of the payment made by the Lessor or the Owner Participant pursuant to this Section 4.4), and such interest to the Lessor or the Owner Participant, as the case may be, in reimbursement for the funds so advanced by it, provided that if (A) any event which, with the passing of time or giving of notice or both, would become an Indenture Event of Default under Section 4.2(b), (e) or (f) hereof, or any Indenture Event of Default hereunder shall have occurred and be continuing or (B) any payment of principal, interest, or Make-Whole Amount, if any, on any Note then shall be overdue, such payment shall not be remitted to the Lessor or the Owner Participant but shall be held by the Indenture Trustee as security for the obligations secured hereby and distributed in accordance with Section 3.1 hereof. The Lessor or the Owner Participant shall not attempt to recover any amount paid by it on behalf of the Lessee pursuant to this Section 4.4 except by demanding of the Lessee payment of such amount or by commencing an action against the Lessee for the payment of such amount, and except where an Indenture Event of Default (other than a Lease Event of Default) has occurred and is continuing, the Lessor or the Owner Participant, as the case may be, shall be entitled to receive the amount of such payment and the costs and expenses incurred in connection with such payments and performance thereof together with interest thereon from the Lessee (but neither the Lessor nor the Owner Participant shall have any right to collect such amounts by exercise of any of the remedies under Section 17 of the Facility Lease) or, if paid by the Lessee to the Indenture Trustee, from the Indenture Trustee to the extent of funds actually received by the Indenture Trustee.

(d) Until (x) the expiration of the period during which the Lessor or the Owner Participant shall be entitled to exercise rights under paragraph (a) or (b) of this Section 4.4 hereof with respect to any failure by the Lessee referred to therein or (y) the expiration of the Enforcement Notice Period (as defined in Section 5.1 hereof), neither the Indenture Trustee nor any Noteholder shall take or commence any action it would otherwise be entitled to take or commence as a result of such failure by the Lessee, whether under this Article IV or Section 17 of the Facility Lease or otherwise.

(e) The Indenture Trustee agrees, and each Noteholder agrees, by acceptance thereof, that if (i) (x) an Indenture Event of Default, which also constitutes a Lease Event of Default, shall have occurred and be continuing for a period of at least one hundred eighty (180) days, (y) the Notes have been accelerated pursuant to Section 4.3(a) hereof and such acceleration has not theretofore been rescinded, or (z) an Enforcement Notice has been given pursuant to Section 5.1 hereof, (ii) no Indenture Event of Default of the nature described in any of clauses (b) through (f) of Section 4.2 hereof shall have occurred and be continuing and (iii) the Lessor shall give written notice to the Indenture Trustee of the Lessor’s intention to purchase all of the Notes in accordance with this paragraph, then, upon receipt within ten (10) Business Days after such notice from the Lessor of an amount equal to the sum of (x) the aggregate unpaid principal amount of any unpaid Notes then held by the Noteholders, together with accrued but unpaid interest thereon to the date of such receipt (as well as any interest on overdue principal and, to the extent permitted by Applicable Law, overdue interest), plus (y) the aggregate amount, if any, of all sums which, if Section 3.3 hereof were then applicable, such Noteholder would be entitled to be paid before any payments were to be made to the Lessor but excluding any Make-Whole Amount, such Noteholder will forthwith (and upon its receipt of the payment referred to in clause (1) below, will be deemed to) sell, assign, transfer and convey to the Lessor (without recourse or warranty of any kind other than of title to the Notes so conveyed) all of the right, title and interest of such Noteholder in and to the Indenture Estate, this Indenture, all Notes held by such Noteholder and the Assigned Documents, and the Lessor shall thereupon assume all such Noteholder’s rights and obligations in such documents; provided that no such holder shall be required to so convey unless (1) the Lessor shall have simultaneously tendered payment on all other Notes issued by the Lessor at the time outstanding pursuant to this paragraph and (2) such conveyance is not in violation of any Applicable Law. All charges and expenses required to be paid in connection with the issuance of any new Note or Notes in connection with this paragraph shall be borne by the Lessor. Notwithstanding the foregoing, the Lessor may exercise the right set forth in this clause (e) prior to the end of the 180-day period set forth in clause (i)(x) above but, in such case, the Make-Whole Amount, if any, shall also be payable. Following the receipt of a notice of the Lessor’s intention to purchase all of the Notes in accordance with this paragraph, the Indenture Trustee shall refrain from exercising any further remedies provided pursuant to this Article IV and/or Section 17 of the Facility Lease through the date of scheduled purchase.

Section 4.5. Rescission of Acceleration . If at any time after the outstanding principal amount of the Notes shall have become due and payable by acceleration pursuant to Section 4.3 hereof, (a) all amounts of principal, Make-Whole Amount, if any, and interest which are then due and payable in respect of all the Notes other than pursuant to Section 4.3 hereof shall have been paid in full, together with interest on all such overdue principal and (to the extent permitted by Applicable Law) overdue interest at the rate or rates specified in the Notes, and an amount sufficient to cover all costs and expenses of collection incurred by or on behalf of the holders of the Notes (including counsel fees and expenses and all expenses and reasonable compensation of the Indenture Trustee) and (b) every other Indenture Event of Default shall have been remedied, then a Majority in Interest of Noteholders may, by written notice or notices to the Lessor, the Indenture Trustee and the Lessee, rescind and annul such acceleration and any related declaration of default under the Facility Lease and their respective consequences, but no such rescission and annulment shall extend to or affect any subsequent Indenture Event of Default or impair any

right consequent thereon, and no such rescission and annulment shall require any Noteholder to repay any principal or interest actually paid as a result of such acceleration.

Section 4.6. Return of Indenture Estate, Etc .

(a) If at any time the Indenture Trustee has the right to take possession of the Indenture Estate pursuant to Section 4.3 hereof, at the request of the Indenture Trustee, the Lessor promptly shall (i) execute and deliver to the Indenture Trustee such instruments of title and other documents and (ii) make all such demands and give all such notices as are permitted by the terms of the Facility Lease to be made or given by the Lessor upon the occurrence and continuance of a Lease Event of Default, in each case as the Indenture Trustee may deem necessary or advisable to enable the Indenture Trustee or an agent or representative designated by the Indenture Trustee, at such time or times and place or places as the Indenture Trustee may specify, to obtain possession of all or any part of the Indenture Estate the possession of which the Indenture Trustee shall at the time be entitled to hereunder. If the Lessor shall for any reason fail to execute and deliver such instruments and documents after such request by the Indenture Trustee, the Indenture Trustee may (i) obtain a judgment conferring on the Indenture Trustee the right to immediate possession and requiring the Lessor to execute and deliver such instruments and documents to the Indenture Trustee, to the entry of which judgment the Lessor hereby specifically consents, and (ii) pursue all or any part of the Indenture Estate wherever it may be found and enter any of the premises wherever all or part of the Indenture Estate maybe or is supposed to be and search for all or part of the Indenture Estate and take possession of and remove all or part of the Indenture Estate.

(b) Upon every such taking of possession, the Indenture Trustee may, from time to time, as a charge against proceeds of the Indenture Estate, make all such expenditures with respect to the Indenture Estate as it may deem proper. In each such case, the Indenture Trustee shall have the right to deal with the Indenture Estate and to carry on the business and exercise all rights and powers of the Lessor relating to the Indenture Estate, as the Indenture Trustee shall deem best, and, the Indenture Trustee shall be entitled to collect and receive all rents (including Periodic Rent and Supplemental Rent), revenues, issues, income, products and profits of the Indenture Estate and every part thereof (without prejudice to the right of the Indenture Trustee under any provision of this Indenture to collect and receive cash held by, or required to be deposited with, the Indenture Trustee hereunder) and to apply the same to the management of or otherwise dealing with the Indenture Estate and of conducting the business thereof, and of all expenditures with respect to the Indenture Estate and the making of all payments which the Indenture Trustee may be required or may elect to make, if any, for taxes, assessments, insurance or other proper charges upon the Indenture Estate or any part thereof (including the employment of engineers and accountants to examine, inspect and make reports upon the properties and books and records of the Lessor and the Lessee relating to the Indenture Estate and the Operative Documents), or under any provision of, this Indenture, as well as just and reasonable compensation for the services of the Indenture Trustee and of all Persons properly engaged and employed by the Indenture Trustee.

Section 4.7. Power of Sale and Other Remedies . In addition to all other remedies provided for herein if an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall, subject to Sections 4.3 and 4.4 hereof, have the right to foreclose this

Indenture and to have a judicial sale of the Indenture Estate or any part of the Indenture Estate as the Indenture Trustee shall determine, in its sole discretion, with any such sale(s) to be under the judgment or decree of a court of competent jurisdiction. Further, if an Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee may, in addition to and not in abrogation of other rights and remedies provided in this Section, proceed by a suit or suits in law or in equity or by any other appropriate proceeding or remedy (i) to enforce payment of the Notes or the performance of any term, covenant, condition or agreement of this Indenture or any other right, and (ii) to pursue any other remedy available to it, all as the Indenture Trustee shall determine most effectual for such purposes. Upon any foreclosure sale, the Indenture Trustee may bid for and purchase the Indenture Estate and shall be entitled to apply all or any part of the Secured Indebtedness as a credit to the purchase price. In the event of a foreclosure sale of the Indenture Estate, the proceeds of said sale shall be applied as provided in Section 3.3 hereof. In the event of any such foreclosure sale by the Indenture Trustee, the Lessor shall be deemed a tenant holding over and shall forthwith deliver possession to the purchaser or purchasers at such sale or be summarily dispossessed according to provisions of law applicable to tenants holding over. The Indenture Trustee, at the Indenture Trustee’s option, is authorized to foreclose this Indenture subject to the rights of any tenants of the Indenture Estate, and the failure to make any such tenants parties to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted to be by the Lessor, a defense to any proceedings instituted by the Indenture Trustee to collect the Secured Indebtedness.

Section 4.8. Appointment of Receiver . If the outstanding principal amount of the Notes shall have been declared due and payable pursuant to Section 4.3 hereof, as a matter of right, the Indenture Trustee shall be entitled to the appointment of a receiver (who may be the Indenture Trustee or any successor or nominee thereof) for all or any part of the Indenture Estate, whether such receivership be incidental to a proposed sale of the Indenture Estate or the taking of possession thereof or otherwise, and the Lessor hereby consents to the appointment of such a receiver and will not oppose any such appointment. Any receiver appointed for all or any part of the Indenture Estate shall be entitled to exercise all the rights and powers with respect to the Indenture Estate to the extent instructed to do so by the Indenture Trustee.

Section 4.9. Remedies Cumulative . Each and every right, power and remedy herein specifically given to the Indenture Trustee or otherwise in this Indenture shall be cumulative and shall be in addition to every other right, power and remedy herein specifically given or now or hereafter existing at law, in equity or by statute, and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and as often and in such order as may be deemed expedient by the Indenture Trustee, and the exercise or the beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same time or thereafter any other right, power or remedy. No delay or omission by the Indenture Trustee in the exercise of any right, remedy or power or in the pursuance of any remedy shall impair any such right, power or remedy or be construed to be a waiver of any default on the part of the Owner Participant, the Lessor or the Lessee or to be an acquiescence therein.

Section 4.10. Waiver of Various Rights by the Lessor . The Lessor hereby waives and agrees, to the extent permitted by Applicable Law, that it will never seek or derive any benefit or

advantage from any of the following, whether now existing or hereafter in effect, in connection with any proceeding under or in respect of this Indenture:

(a) any stay, extension, moratorium or other similar law;

(b) any Applicable Law providing for the valuation of or appraisal of any portion of the Indenture Estate in connection with a sale thereof; or

The Lessor covenants not to hinder, delay or impede the exercise of any right or remedy under or in respect of this Indenture, and agrees, to the extent permitted by Applicable Law, to suffer and permit its exercise as though no laws or rights of the character listed above were in effect; provided that this shall not affect or reduce Lessor’s rights under Sections 4.3 and 4.4 hereof. Lessor agrees for itself, its successors and assigns, that the acceptance, before the expiration of the right of redemption and after the commencement of foreclosure proceedings of this Indenture, of insurance proceeds, eminent domain awards, rents or anything else of value to be applied on or to the Secured Indebtedness by Indenture Trustee or any person or party holding under it shall not constitute a waiver of such foreclosure. This agreement by Lessor is intended to apply to the acceptance and such application of any such proceeds, awards, rents and other sums or anything else of value whether the same shall be accepted from, or for the account of, Lessor or from any other source whatsoever by Indenture Trustee or by any person or party holding under Indenture Trustee at any time or times in the future while any of the obligations secured hereby shall remain outstanding.

Section 4.11. Discontinuance of Proceedings . In case the Indenture Trustee or any Noteholder shall have proceeded to enforce any right, power or remedy under this Indenture by foreclosure, entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Indenture Trustee or the Noteholder, then and in every such case the Lessor, the Indenture Trustee and the Lessee shall be restored to their former positions and rights hereunder with respect to the Indenture Estate, and all rights, remedies and powers of the Indenture Trustee or the Noteholder shall continue as if no such proceedings had taken place.

Section 4.12. No Action Contrary to the Lessee’s Rights Under the Facility Lease . Notwithstanding any other provision of any of the Operative Documents, so long as no Lease Event of Default under the Facility Lease shall have been declared (or deemed to have been declared), the Indenture Trustee and the Noteholders shall be subject to the Lessee’s rights under the Facility Lease, and neither the Indenture Trustee nor any Noteholders shall take or cause to be taken any action contrary to the right of the Lessee, including its rights to quiet use and possession of the Facility.

Section 4.13. Right of the Indenture Trustee to Perform Covenants, Etc . If the Owner Trustee shall fail to make any payment or perform any act required to be made or performed by it hereunder or under the Assigned Documents, or if the Owner Trustee shall fail to release any Lien affecting the Indenture Estate which it is required to release by the terms of this Indenture

or the Participation Agreement or the Trust Agreement, the Indenture Trustee, without waiving or releasing any obligation or defaults, upon five (5) Business Days’ prior written notice to the Owner Trustee and the Owner Participant, may (but shall be under no obligation to, and, except as provided in the last sentence hereof, shall incur no liability in connection therewith) at any time thereafter make such payment or perform such act for the account and at the expense of the Indenture Estate and may take all such action with respect thereto (including entering upon the Facility Site or any part thereof, or the Facility for such purpose) as may be necessary or appropriate therefor. No such entry shall be deemed an eviction. All sums so paid by the Indenture Trustee and all costs and expenses (including legal fees and expenses) so incurred, together with interest thereon from the date of payment or incurrence, shall constitute additional indebtedness secured by this Indenture and shall be paid from the Indenture Estate to the Indenture Trustee on demand. The Indenture Trustee shall not be liable for any damages resulting from any such payment or action unless such damages shall be a consequence of willful misconduct or gross negligence on the part of the Indenture Trustee.

Section 4.14. Further Assurances . The Lessor covenants and agrees from time to time to do all such acts and execute all such instruments of further assurance as shall be reasonably requested by the Indenture Trustee for the purpose of fully carrying out and effectuating this Indenture and the intent hereof.

Section 4.15. Waiver of Past Defaults . Any past Indenture Event of Default and its consequences may be waived by the Indenture Trustee or a Majority in Interest of Noteholders, except an Indenture Event of Default (i) in the payment of the principal of, Make-Whole Amount, if any, and or interest on any Note, subject to the provisions of Sections 5.1 and 8.1 hereof, or (ii) in respect of a covenant or provision hereof which, under Section 8.1 hereof, cannot be modified or amended without the consent of each Noteholder. Upon any such waiver and subject to the terms of such waiver, such Indenture Event of Default shall cease to exist, and any other Indenture Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Indenture Event of Default or impair any right consequent thereon.

ARTICLE V
DUTIES OF INDENTURE TRUSTEE;
CERTAIN RIGHTS AND DUTIES OF LESSOR

Section 5.1. Notice of Action Upon Indenture Event of Default . The Indenture Trustee shall give prompt written notice to the Lessee, the Lessor and the Owner Participant of any Indenture Event of Default with respect to which the Indenture Trustee has Actual Knowledge and will give the Lessee, the Lessor and the Owner Participant not less than ten (10) Business Days’ (the “ Enforcement Notice Period ”) prior written notice of the date on or after which the Indenture Trustee intends to accelerate the Notes hereunder and/or exercise remedies under Article IV hereof (an “ Enforcement Notice ”), which notice may be given contemporaneously with any notice contemplated by Section 4.3(a) or 4.3(b) hereof. The Indenture Trustee shall take such action, or refrain from taking such action, as the Majority in Interest of Noteholders shall instruct in writing.

Section 5.2. Actions Upon Instructions Generally . Subject to the terms of Sections 5.4, 5.5 and 5.6 hereof, upon written instructions at any time and from time to time of a Majority in Interest of Noteholders, the Indenture Trustee shall take such action, or refrain from taking such action, including any of the following actions as may be specified in such instructions: (a) give such notice, direction or consent or exercise such right, remedy or power or take such action hereunder or under any Assigned Document, or in respect of any part of or all the Indenture Estate, as it shall be entitled to take and as shall be specified in such instructions; (b) take such action with respect to or to preserve or protect the Indenture Estate (including the discharge of Liens) as it shall be entitled to take and as shall be specified in such instructions; and (c) waive, consent to, approve (as satisfactory to it) or disapprove all matters required by the terms of any Operative Document to be satisfactory to the Indenture Trustee. The Indenture Trustee may, and upon written instructions from a Majority in Interest of Noteholders, the Indenture Trustee shall, execute and file or cause to be executed and filed any financing statement (and any continuation statement with respect to such financing statement) or any similar instrument or document relating to the security interest or the assignment created by this Indenture or granted by the Lessor herein as may be necessary to protect and preserve the security interest or assignment created by or granted pursuant to this Indenture, to the extent otherwise entitled to do so and as shall be specified in such instructions.

Section 5.3. Action Upon Payment of Notes or Termination of Facility Lease . Subject to the terms of Section 5.4 hereof, upon payment in full of the principal of and interest on all Notes then outstanding and all other amounts then due all Noteholders hereunder, and all other sums secured hereby or otherwise required to be paid hereunder, under the Participation Agreement and under the Facility Lease, the Indenture Trustee shall execute and deliver to, or as directed in writing by, the Lessor and the Lessee an appropriate instrument in due form for recording, releasing the Indenture Estate from the Lien of this Indenture. Nothing in this Section 5.3 shall be deemed to expand the instances in which the Lessor is entitled to prepay the Notes.

Section 5.4. Compensation of the Indenture Trustee; Indemnification .

(a) The Indenture Trustee acknowledges that it shall be compensated for its services hereunder by the Lessee pursuant to the Participation Agreement and agrees that it shall have no right against the Lessor, the Noteholders or, except as provided in Article III and Section 4.3 hereof or this Article V, the Indenture Estate, for any fee as compensation for its services hereunder.

(b) The Indenture Trustee shall not be required to take any action or refrain from taking any action under Article IV, Section 5.2 or 9.1 hereof unless it and any of its directors, officers, employees or agents shall have been indemnified in manner and form satisfactory to the Indenture Trustee. The Indenture Trustee shall not be required to take any action under Section 4 or Section 5.2, 5.3 or 9.1 hereof, nor shall any other provision of this Indenture be deemed to impose a duty on the Indenture Trustee to take any action, if it shall have been advised by counsel (who shall not be an employee of the Indenture Trustee) that such action is contrary to the terms hereof or is otherwise contrary to Applicable Law or (unless it shall have been indemnified in manner and form satisfactory to the Indenture Trustee) may result in personal liability to the Indenture Trustee.

Section 5.5. No Duties Except as Specified; No Action Except Under Facility Lease, Indenture or Instructions .

(a) The Indenture Trustee shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with any part of the Indenture Estate or otherwise take or refrain from taking any action under or in connection with this Indenture or the other Assigned Documents except as expressly provided by the terms of this Indenture or as expressly provided in written instructions from a Majority in Interest of Noteholders in accordance with Section 5.2 hereof; and no implied duties or obligations shall be read into this Indenture against the Indenture Trustee.

(b) The Indenture Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Indenture Estate except (x) as required by the terms of the Facility Lease, to the extent applicable to the Indenture Trustee as assignee of the Lessor, (y) in accordance with the powers granted to, or the authority conferred upon, the Indenture Trustee pursuant to this Indenture or (z) in accordance with the express terms hereof or with written instructions from a Majority in Interest of Noteholders in accordance with Section 5.2 hereof.

Section 5.6. Certain Rights of the Lessor . Notwithstanding any other provision of this Indenture or any provision of any Operative Document to the contrary, and in addition to any rights conferred on the Lessor hereby:

(a) The Lessor shall at all times, to the exclusion of the Indenture Trustee, (i) retain all rights to demand and receive payment of, and to commence an action for payment of, Excepted Payments but the Lessor shall have no remedy or right with respect to any such payment against the Indenture Estate nor any right to collect any such payment by the exercise of any of the remedies under Section 17 of the Facility Lease except as expressly provided in this Section 5.6; (ii) retain all rights with respect to insurance that Section 11 of the Facility Lease specifically confers upon the Lessor and to waive any failure by the Lessee to maintain the insurance required by Section 11 of the Facility Lease before or after the fact so long as the insurance maintained by the Lessee still conforms to Prudent Industry Practice; (iii) retain all rights to adjust Periodic Rent and Termination Amounts as provided in Section 3.4 of the Facility Lease, Section 12 of the Participation Agreement or the Tax Indemnity Agreement; provided , however , that after giving effect to any such adjustment, (x) the Basic Rent payable on any Rent Payment Date shall be in an amount at least sufficient to pay in full the scheduled payments required to be made in respect of principal of, and all accrued and unpaid interest on, the Notes due and payable on such Rent Payment Date and (y) Termination Amounts or PVRR Amounts payable on any date shall, together with all Basic Rent due and owing on such date, be in an amount at least sufficient to pay in full the principal of, and all accrued and unpaid interest on, the Notes due and payable on such date; (iv) except in connection with the exercise of remedies pursuant to the Facility Lease, retain all rights to exercise the Lessor’s rights relating to the Appraisal Procedure and to confer and agree with the Lessee on Fair Market Rental Value or Fair Market Sales Value, or any Renewal Term; and (v) retain the right to declare the Facility Lease to be in default with respect to any Excepted Payment pursuant to Section 17 of the Facility Lease.

(b) The Lessor shall have the right, together with or independently of the Indenture Trustee, (i) to receive from the Lessee and the Guarantor all notices, certificates, reports, filings,

opinions of counsel and other documents and all information that the Lessee or the Guarantor is permitted or required to give or furnish to the Lessor or the Owner Participant, as the case may be, pursuant to the Facility Lease or any other Operative Document; (ii) to inspect the Facility and the records relating thereto pursuant to Section 12 of the Facility Lease; (iii) to provide such insurance as may be permitted by Section 11 of the Facility Lease; (iv) to provide notices to the Lessee or the Guarantor to the extent otherwise permitted by the Operative Documents; and (v) to perform for the Lessee as provided in Section 20 of the Facility Lease.

(c) So long as the Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Article IV hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Lessor shall retain the right to the exclusion of the Indenture Trustee to exercise the rights of the Lessor under the provisions of Sections 10, 13, 14 and 15 of the Facility Lease ( provided, however , that no provision in Section 10, 13 or 14 of the Facility Lease related to the due date and amount of the repayment of the Notes or to the due date and amount of the payment of Periodic Rent, Termination Amount, PVRR Amount or Special Event Amount may be waived or altered without the consent of the Indenture Trustee), under the provisions of the Support Agreement and under the provisions of the Operating Agreement;

(d) Except as expressly provided in this Section 5.6, so long as the Notes have not been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated, such acceleration has theretofore been rescinded) or the Indenture Trustee shall not have exercised any of its rights pursuant to Article IV hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Lessor shall have the right, to be exercised jointly with the Indenture Trustee, (i) to exercise the rights with respect to the Lessee’s use and operation, modification or maintenance of the Undivided Interest, and (ii) to exercise the Lessor’s right under Section 13.1 of the Participation Agreement to withhold or grant its consent to an assignment by the Lessee of its rights under the Facility Lease;

(e) So long as the Notes have not been accelerated pursuant to Section 4.3(a) hereof or the Indenture Trustee shall not have exercised any of its rights pursuant to Article IV hereof to take possession of, foreclose, sell or otherwise take control of all or any part of the Indenture Estate, the Lessor shall have the right, together with the Indenture Trustee and to the extent permitted by the Operative Documents and Applicable Law, to seek specific performance of the covenants of the Lessee and the Guarantor under the Operative Documents relating to the protection, insurance, maintenance, possession, use and return of the Undivided Interest; and

(f) Nothing in this Indenture shall give to, or create in, or otherwise provide the benefit of to, the Indenture Trustee, any rights of the Owner Participant under or pursuant to the Tax Indemnity Agreement, the Operating Agreement or any other Operative Document and nothing in this Section 5.6 or elsewhere in this Indenture shall give to the Lessor the right to exercise any rights specifically given to the Indenture Trustee pursuant to any Operative Document; and nothing in this Indenture shall give to, or create in, the Indenture Trustee the right to, and the Indenture Trustee shall not, release the Guarantor of its obligations under the Guaranty in respect of payment of the Equity Portion of Termination Amount, unpaid amounts of the Equity Portion of Periodic Rent (and all amounts of overdue interest relating to such amount)

and other amounts constituting Excepted Payments, unless such release results in payment in full to the Lessor of all such unpaid amounts as certified to the Indenture Trustee by the Lessor, and all claims of the Noteholders; but nothing in clauses (a) through (f) above shall deprive the Indenture Trustee of the exclusive right, so long as this Indenture shall be in effect, to declare the Facility Lease to be in default under Section 16 thereof and thereafter to exercise the remedies pursuant to Section 17 of the Facility Lease (except as expressly set forth in the proviso of Section 5.6(a) hereof).

Section 5.7. Restrictions on Dealing with Indenture Estate . Except as provided in the Operative Documents, but subject to the terms of this Indenture, the Lessor shall not use, operate, store, lease, control, manage, sell, dispose of or otherwise deal with the Facility, the Facility Site, any part of the Facility Site or any other part of the Indenture Estate.

Section 5.8. Filing of Financing Statements and Continuation Statements . Pursuant to Section 5.11 of the Participation Agreement, the Lessee has covenanted to maintain the priority of the Lien of this Indenture on the Indenture Estate. The Indenture Trustee shall, at the written request and expense of the Lessee, as provided in the Participation Agreement, execute and deliver to the Lessee and the Lessee will file, if not already filed, such financing statements or other documents and such continuation statements or other documents with respect to financing statements or other documents previously filed relating to the Lien created by this Indenture in the Indenture Estate as may be supplied to the Indenture Trustee by the Lessee. At any time and from time to time, upon the request of the Lessee or the Indenture Trustee, at the expense of the Lessee (and upon receipt of the form of document so to be executed), the Lessor shall promptly and duly execute and deliver any and all such further instruments and documents as the Lessee or the Indenture Trustee may request in obtaining the full benefits of the security interest and assignment created or intended to be created hereby and of the rights and powers herein granted. Upon the reasonable instructions (which instructions shall be accompanied by the form of document to be filed) at any time and from time to time of the Lessee or the Indenture Trustee, the Lessor shall execute and file any financing statement (and any continuation statement with respect to any such financing statement), and any other document relating to the security interest and assignment created by this Indenture as may be specified in such instructions. In addition, the Indenture Trustee and the Lessor will execute such continuation statements with respect to financing statements and other documents relating to the Lien created by this Indenture in the Indenture Estate as may be specified from time to time in written instructions of any Noteholder (which instructions may, by their terms, be operative only at a future date and which shall be accompanied by the form of such continuation statement or other document to be filed). Neither the Indenture Trustee nor, except as otherwise herein expressly provided, the Lessor shall have responsibility for the protection, perfection or preservation of the Lien created by this Indenture.

ARTICLE VI
INDENTURE TRUSTEE AND LESSOR

Section 6.1. Acceptance of Trusts and Duties . The Indenture Trustee accepts the trusts hereby created and applicable to it and agrees to perform the same but only upon the terms of this Indenture, and agrees to receive and disburse all moneys constituting part of the Indenture Estate in accordance with the provisions hereof. If any Indenture Event of Default shall have occurred and be continuing, the Indenture Trustee shall, subject to the provisions of Articles IV

and V hereof, exercise such of the rights and remedies vested in it by this Indenture and shall at all times use the same degree of care in their exercise as a prudent person would exercise or use in the circumstances in the conduct of its own affairs. The Indenture Trustee shall not be liable under any circumstances, except (a) for its own negligence or willful misconduct, (b) in the case of any inaccuracy of any representation or warranty of the Indenture Trustee or the Indenture Company contained in Section 3.4 of the Participation Agreement, in the certificate delivered by the Indenture Trustee at the Closing pursuant to Section 4.18 of the Participation Agreement, or (c) for the performance of its obligations under Section 8 of the Participation Agreement; and the Indenture Company and the Indenture Trustee shall not be liable for any action or inaction of the Owner Trust; provided , however , that:

	(i) Prior to the occurrence of an Indenture Event of Default of which a Responsible Officer of the Indenture Trustee shall have Actual Knowledge, and after the curing of all such Indenture Events of Default which may have occurred, the duties and obligations of the Indenture Trustee shall be determined solely by the express provisions of the Operative Documents to which it is a party, the Indenture Trustee shall not be liable except for the performance of such duties and obligations as are specifically set forth in the Operative Documents, no implied covenants or obligations shall be read into the Operative Documents against the Indenture Trustee and, in the absence of bad faith on the part of the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any notes or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture;

	(ii) The Indenture Trustee shall not be liable in its individual capacity for an error of judgment made in good faith by a Responsible Officer or other officers of the Indenture Trustee, unless it shall be proven that the Indenture Trustee was negligent in ascertaining the pertinent facts;

	(iii) The Indenture Trustee shall not be liable in its individual capacity with respect to any action taken, suffered or omitted to be taken by it in good faith in accordance with this Indenture or at the direction of the Majority in Interest of Noteholders, relating to the time, method and place of conducting any proceeding or remedy available to the Indenture Trustee, or exercising or omitting to exercise any trust or power conferred upon the Indenture Trustee, under this Indenture;

	(iv) The Indenture Trustee shall not be required to take notice or be deemed to have notice or knowledge of any default, Lease Event of Default or Indenture Event of Default (except for an Indenture Event of Default resulting from an event of nonpayment) unless a Responsible Officer of the Indenture Trustee shall have received written notice thereof. In the absence of receipt of such notice, the Indenture Trustee may conclusively assume that there is no default or Indenture Event of Default;

	(v) The Indenture Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability for the performance of any of its duties hereunder or the exercise of any of its rights or powers if there is reasonable ground for believing that the repayment of such funds or adequate indemnity against such risk or liability is not

	reasonably assured to it, and none of the provisions contained in this Indenture shall in any event require the Indenture Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Lessor, under this Indenture; and

	(vi) The right of the Indenture Trustee to perform any discretionary act enumerated in this Indenture shall not be construed as a duty, and the Indenture Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of such act.

Section 6.2. Absence of Certain Duties . Except in accordance with written instructions furnished pursuant to Section 5.2 hereof and except as provided in Sections 5.5 and 5.8 hereof, the Indenture Trustee shall have no duty (a) to see to any registration, recording or filing of any Operative Document (or any financing or continuation statements in respect thereto) or to see to the maintenance of any such registration, recording or filing, (b) to see to any insurance on the Facilities or the Facilities or to effect or maintain any such insurance, (c) except as otherwise provided in Section 5.5 hereof or in Section 8.1 of the Participation Agreement, to see to the payment or discharge of any Tax or any Lien of any kind owing with respect to, or assessed or levied against, any part of the Indenture Estate, (d) to confirm or verify the contents of any report, notice, request, demand, certificate, financial statement or other instrument of the Lessee, (e) to inspect the Facility at any time or ascertain or inquire as to the performance or observance of any of the Lessee’s covenants with respect to the Facility or (f) to exercise any of the trusts or powers vested in it by this Indenture or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Noteholders, pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby (which in the case of the Majority in Interest of Noteholders will be deemed to be satisfied by a letter agreement with respect to such costs from such Majority in Interest of Noteholders). Notwithstanding the foregoing, the Indenture Trustee shall furnish to each Noteholder and to the Lessor and the Owner Participant promptly upon receipt thereof duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and other instruments furnished to the Indenture Trustee hereunder or under any of the Operative Documents unless the Indenture Trustee shall reasonably believe that each such Noteholder, the Lessor and the Owner Participant shall have received copies thereof.

Section 6.3. Representations and Warranties .

(a) The Lessor represents and warrants that it has not assigned or pledged any of its estate, right, title or interest subject to this Indenture, to anyone other than the Indenture Trustee.

(b) NEITHER THE LESSOR NOR THE INDENTURE TRUSTEE MAKES, NOR SHALL BE DEEMED TO HAVE MADE (i) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, VALUE, COMPLIANCE WITH PLANS OR SPECIFICATIONS, QUALITY, DURABILITY, SUITABILITY, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR PURPOSE OF THE FACILITY, OR ANY PART THEREOF, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE FACILITIES OR ANY OTHER PART OF THE INDENTURE ESTATE,

except that the Lessor represents and warrants that on the Closing Date it shall have received whatever title or interest to the Undivided Interests and the Facility Site as were conveyed to it by the Lessee and that on the Closing Date the Undivided Interests shall be free of Lessor’s Liens and the Owner Participant’s Liens; or (ii) any representation or warranty as to the validity, legality or enforceability of this Indenture, the Notes or any of the other Operative Documents, or as to the correctness of any statement contained in any thereof, except that each of the Lessor and the Indenture Trustee represents and warrants that this Indenture and the Participation Agreement have been, and, in the case of the Lessor, the other Operative Documents to which it is or is to become a party have been or will be, executed and delivered by one of its officers who is and will be duly authorized to execute and deliver such document on its behalf.

Section 6.4. No Segregation of Moneys; No Interest . All moneys and securities deposited with and held by the Indenture Trustee under this Indenture for the purpose of paying, or securing the payment of, the principal of or Make-Whole Amount or interest on the Notes shall be held in trust. Except as specifically provided herein or in the Facility Lease, any moneys received by the Indenture Trustee hereunder need not be segregated in any manner except to the extent required by Applicable Law and may be deposited under such general conditions as may be prescribed by Applicable Law, and neither the Lessor nor the Indenture Trustee shall be liable for any interest thereon; provided , however , subject to Section 6.5 hereof, that any payments received or applied hereunder by the Indenture Trustee shall be accounted for by the Indenture Trustee so that any portion thereof paid or applied pursuant hereto shall be identifiable as to the source thereof to the extent known to the Indenture Trustee.

Section 6.5. Reliance; Agents; Advice of Experts . The Indenture Trustee shall be authorized and protected and incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed to be genuine and believed to be signed by the proper party or parties. The Indenture Trustee may accept in good faith a certified copy of a resolution of the board of directors of the Lessee as conclusive evidence that such resolution has been duly adopted by such board and that the same is in full force and effect. As to the amount of any payment to which any Noteholder is entitled pursuant to clause “ Third ” of Section 3.2 hereof or clause “Fourth” of Section 3.3 hereof, and as to the amount of any payment to which any other Person is entitled pursuant to Section 3.5 or 3.7 hereof, the Indenture Trustee for all purposes hereof may rely on and shall be authorized and protected in acting or refraining from acting upon an Officer’s Certificate of such Noteholder or other Person, as the case may be. As to any fact or matter the manner of ascertainment of which is not specifically described herein, the Indenture Trustee for all purposes hereof may rely on an Officer’s Certificate of the Lessor or the Lessee or a Noteholder as to such fact or matter, and such certificate shall constitute full protection to the Indenture Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. The Indenture Trustee shall have the right to request instructions from the Lessor or the Majority in Interest of Noteholders with respect to taking or refraining from taking any action in connection with the Indenture or any other Operative Document to which it is a party, and shall be entitled to act or refrain from taking such action unless and until the Indenture Trustee shall have received written instructions from the Lessor or the Majority in Interest of Noteholders, and the Indenture Trustee shall not incur liability by reason of so acting (except as provided in Section 6.1 hereof) or refraining from acting. In the administration of the trusts hereunder, the Indenture Trustee may execute any of the trusts or powers hereof and perform its powers and

duties hereunder directly or through agents or attorneys and may, at the expense of the Indenture Estate (but subject to the priorities of payment set forth in Article III hereof), consult with independent skilled Persons to be selected and retained by it (other than Persons regularly in its employ) as to matters within their particular competence, and the Indenture Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or opinion, within such Person’s area of competence, of any such Person, so long as the Indenture Trustee shall have exercised reasonable care in selecting such Person.

ARTICLE VII
SUCCESSOR INDENTURE TRUSTEES
AND SEPARATE TRUSTEES

Section 7.1. Resignation or Removal of the Indenture Trustee; Appointment of Successor.

(a) Resignation or Removal . Either of the Indenture Trustee or the Account Bank or any successor thereto may resign at any time with or without cause by giving at least thirty (30) days’ prior written notice to the Lessor, the Owner Participant, the Lessee and each Noteholder, such resignation to be effective on the acceptance of appointment by the successor Indenture Trustee or Account Bank pursuant to the provisions of subsection (b) below. In addition, a Majority in Interest of Noteholders may at any time remove the Indenture Trustee or the Account Bank with cause by an instrument in writing delivered to the Lessee, the Lessor, the Owner Participant, the Indenture Trustee and the Account Bank. Such removal will be effective on the acceptance of appointment by the successor Indenture Trustee or Account Bank pursuant to the provisions of subsection (b) below. In the case of the resignation or removal of the Indenture Trustee or Account Bank, a Majority in Interest of Noteholders may appoint a successor Indenture Trustee or Account Bank reasonably acceptable to the Owner Participant by an instrument signed by such holders. If a successor Indenture Trustee or Account Bank shall not have been appointed within thirty (30) days after such resignation or removal, the Indenture Trustee, Account Bank or any Noteholder may apply to any court of competent jurisdiction to appoint a successor Indenture Trustee or Account Bank to act until such time, if any, as a successor shall have been appointed by a Majority in Interest of Noteholders as above provided. The successor Indenture Trustee or Account Bank so appointed by such court shall immediately and without further act be superseded by any successor Indenture Trustee or Account Bank appointed by a Majority in Interest of Noteholders as above provided.

(b) Acceptance of Appointment . Any successor Indenture Trustee or Account Bank shall execute and deliver to the predecessor Indenture Trustee or Account Bank, the Owner Participant, the Lessor and all Noteholders an instrument accepting such appointment and thereupon such successor Indenture Trustee or Account Bank, without further act, shall become vested with all the estates, properties, rights, powers and duties of the predecessor Indenture Trustee or Account Bank hereunder in the trusts hereunder applicable to it with like effect as if originally named the Indenture Trustee or Account Bank herein; but nevertheless, upon the written request of such successor Indenture Trustee or Account Bank or a Majority in Interest of Noteholders, such predecessor Indenture Trustee or Account Bank shall execute and deliver an instrument transferring to such successor Indenture Trustee or Account Bank, upon the trusts herein expressed applicable to it, all the estates, properties, rights and powers of such

predecessor Indenture Trustee or Account Bank, and such predecessor Indenture Trustee or Account Bank shall duly assign, transfer deliver and pay over to such successor Indenture Trustee all moneys or other property then held by such predecessor Indenture Trustee or Account Bank hereunder. To the extent required by Applicable Law or upon request of the successor Indenture Trustee or Account Bank, the Lessor shall execute any and all documents confirming the vesting of such estates, properties, rights and powers in the successor Indenture Trustee or Account Bank.

(c) Qualifications . Any successor Indenture Trustee or Account Bank, however appointed, shall be a trust company or bank with trust powers (i) which (A) has a combined capital and surplus of at least $150,000,000, or (B) is a direct or indirect subsidiary of a corporation which has a combined capital and surplus of at least $150,000,000 provided such corporation guarantees the performance of the obligations of such trust company or bank as Indenture Trustee or Account Bank, or (C) is a member of a bank holding company group having a combined capital and surplus of at least $150,000,000 provided the parent of such bank holding company group or a member which itself has a combined capital and surplus of at least $150,000,000 guarantees the performance of the obligations of such trust company or bank, and (ii) is willing, able and legally qualified to perform the duties of Indenture Trustee or Account Bank hereunder upon reasonable or customary terms. No successor Indenture Trustee or Account Bank, however appointed, shall become such if such appointment would result in the violation of any Applicable Law or create a conflict or relationship involving a conflict of interest under the Trust Indenture Act of 1939, as amended.

(d) Appointment of Account Bank . The Indenture Trustee and each Noteholder hereby irrevocably designate and appoint The Bank of New York Trust Company, N.A., as the Account Bank under this Indenture (the “ Account Bank ”). The Account Bank hereby agrees to act as “ securities intermediary ” (within the meaning of Section 8-102(a)(14) of the UCC) with respect to the Indenture Trustee’s Account. The Lessor hereby acknowledges that the Account Bank shall act as securities intermediary with respect to the Indenture Trustee’s Account pursuant to this Indenture. The Account Bank shall not have duties or responsibilities except those expressly set forth in Sections 3.11 and 3.12 hereof. The Indenture Trustee, at the written direction of a Majority in Interest of Noteholders, may remove and replace the Account Bank pursuant to the terms of Section 7.1(a) hereof and direct such Account Bank according to the terms of this Indenture.

(e) Merger, etc . Any Person into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any Person to which substantially all the corporate trust business of the Indenture Trustee may be transferred, shall, subject to the terms of subsection (c) of this Section 7.1, be the Indenture Trustee under this Indenture without further act. Any Person into which the Account Bank may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Account Bank shall be a party, or any Person to which substantially all the corporate trust, banking or similar business of the Account Bank may be transferred, shall, subject to the terms of subsection (c) of this Section 7.1, be the Account Bank under this Indenture without further act.

Section 7.2. Appointment of Additional and Separate Trustees .

(a) Appointment . Whenever (i) the Indenture Trustee shall deem it necessary or prudent in order to conform to any law of any applicable jurisdiction or to make any claim or bring any suit with respect to or in connection with the Indenture Estate, this Indenture, the Facility Lease, the Notes or any of the transactions contemplated by the Operative Documents, (ii) the Indenture Trustee shall be advised by counsel, satisfactory to it, that it is so necessary or prudent in the interest of the Noteholders or (iii) a Majority in Interest of Noteholders deems it so necessary or prudent and shall have requested in writing the Indenture Trustee to do so, then in any such case the Indenture Trustee shall execute and deliver from time to time all instruments and agreements necessary or proper to constitute another bank or trust company or one or more Persons approved by the Indenture Trustee either to act as additional trustee or trustees of all or any part of the Indenture Estate, jointly with the Indenture Trustee, or to act as separate trustee or trustees of all or any part of the Indenture Estate, in any such case with such powers as may be provided in such instruments or agreements, and to vest in such bank, trust company or Person as such additional trustee or separate trustee, as the case may be, any property, title, right or power of the Indenture Trustee deemed necessary or advisable by the Indenture Trustee, subject to the remaining provisions of this Section 7.2, The Lessor hereby consents to all actions taken by the Indenture Trustee under the provisions of this Section 7.2 and agrees, upon the Indenture Trustee’s request, to join in and execute, acknowledge and deliver any or all such instruments or agreements; and the Lessor hereby makes, constitutes and appoints the Indenture Trustee its agent and attorney-in-fact for it and in its name, place and stead to execute, acknowledge and deliver any such instrument or agreement in the event that the Lessor shall not itself execute and deliver the same within fifteen (15) days after receipt by it of such request so to do; provided , however , that the Indenture Trustee shall exercise due care in selecting any additional or separate trustee if such additional or separate trustee shall not be a Person possessing trust powers under Applicable Law. If at any time the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to any such law or take any such action or shall be advised by such counsel that it is no longer so necessary or prudent in the interest of the Noteholders or in the event that the Indenture Trustee shall have been requested to do so in writing by a Majority in Interest of Noteholders, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee. In such connection, the Indenture Trustee may act on behalf of the Lessor to the same extent as is provided above. Notwithstanding anything contained to the contrary in this Section 7.2(a), to the extent the laws of any jurisdiction preclude the Indenture Trustee from taking any action hereunder either alone, jointly or through a separate trustee under the direction and control of the Indenture Trustee, the Lessor, at the instruction of the Indenture Trustee, shall appoint a separate trustee for such jurisdiction, which separate trustee shall have full power and authority to take all action hereunder as to matters relating to such jurisdiction without the consent of the Indenture Trustee, but not subject to the same limitations in any exercise of his power and authority as those to which the Indenture Trustee is subject.

(b) The Indenture Trustee as Agent . Any additional trustee or separate trustee at any time by an instrument in writing may constitute the Indenture Trustee its agent or attorney-in-fact, with full power and authority, to the extent not prohibited by Applicable Law, to do all acts and things and exercise all discretions which it is authorized or permitted to do or exercise, for and in its behalf and in its name. In case any such additional trustee or separate trustee shall

become incapable of acting or cease to be such additional trustee or separate trustee, the property, rights, powers, trusts, duties and obligations of such additional trustee or separate trustee, as the case may be, so far as permitted by Applicable Law, shall vest in and be exercised by the Indenture Trustee, without the appointment of a new successor to such additional trustee or separate trustee, unless and until a successor is appointed in the manner hereinbefore provided.

(c) Requests, etc . Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient to warrant such additional trustee or separate trustee, as the case may be, to take the requested, approved or consented to action.

(d) Subject to Indenture, etc . Each additional trustee and separate trustee appointed pursuant to this Section 7.2 shall be subject to, and shall have the benefit of Sections 3 through 9 hereof insofar as they apply to the Indenture Trustee. Notwithstanding any other provision of this Section 7.2, (i) the powers, duties, obligations and rights of any additional trustee or separate trustee appointed pursuant to this Section 7.2 shall not in any case exceed those of the Indenture Trustee hereunder, (ii) all powers, duties, obligations and rights conferred upon the Indenture Trustee in respect of the receipt, custody, investment and payment of moneys or the investment of moneys shall be exercised solely by the Indenture Trustee and (iii) no power hereby given to, or exercisable as provided herein by, any such additional trustee or separate trustee shall be exercised hereunder by such additional trustee or separate trustee except jointly with, or with the consent of, the Indenture Trustee.

ARTICLE VIII
SUPPLEMENTS AND AMENDMENTS TO THIS INDENTURE
AND OTHER DOCUMENTS

Section 8.1. Supplemental Indenture and Other Amendment With Consent; Conditions and Limitations . At any time and from time to time, subject to Sections 8.2 and 8.3 hereof, but only upon the written direction of a Majority in Interest of Noteholders and the written consent of the Lessor, (a) the Indenture Trustee shall execute an amendment or supplement hereto for the purpose of adding provisions to, or changing or eliminating provisions of, this Indenture as specified in such request, and (b) the Indenture Trustee, as the case may be, shall enter into or consent to such written amendment of or supplement to any Assigned Document as each other party thereto may agree to and as may be specified in such request, or execute and deliver such written waiver or modification of or consent to the terms of any such agreement or document as may be specified in such request; provided, however , that without the consent of the Noteholders representing one hundred percent (100%) of the outstanding principal amount of the Notes, such percentage to be determined in the same manner as provided in the definition of the term “Majority in Interest of Noteholders,” no such supplement to or amendment of this Indenture or any Assigned Document, or waiver or modification of or consent to the terms hereof or thereof, shall (i) modify the definition of the term “Majority in Interest of Noteholders” or reduce the percentage of Noteholders required to take or approve any action hereunder, (ii) change the amount or the time of payment of any amount owing or payable under any Note or change the rate or manner of calculation of interest payable on any Note, (iii) alter or modify the provisions of Article III hereof with respect to the manner of payment or the order of priorities in which

distributions thereunder shall be made as between the Noteholders and the Lessor, (iv) reduce the amount (except to any amount as shall be sufficient to pay the aggregate principal of, Make-Whole Amount, if any, and interest (including additional interest, if any, accruing under the circumstances and at the rate per annum set forth in the fourth and sixth paragraphs of each Initial Note) on all outstanding Notes) or extend the time of payment of Periodic Rent, PVRR Amount, Termination Amount or Special Event Amount except as expressly provided in Section 3.4 of the Facility Lease, or change any of the circumstances under which Periodic Rent, PVRR Amount, Termination Amount or Special Event Amount is payable, (v) consent to any assignment of the Facility Lease if in connection therewith the Lessee will be released from its obligation to pay Periodic Rent, PVRR Amount, Termination Amount or Special Event Amount or release the Lessee of its obligation to pay Periodic Rent, PVRR Amount, Termination Amount or Special Event Amount or change the absolute and unconditional character of such obligations as set forth in Section 9 of the Facility Lease; (vi) consent to any release of the Guarantor under the Guaranty or (vii) deprive the Indenture Trustee of the Lien on the Indenture Estate or permit the creation of any Lien on the Indenture Estate ranking equally or prior to the Lien of the Indenture Trustee, except for Permitted Liens.

Section 8.2. Supplemental Indentures and Other Amendments Without Consent . Without the consent of any Noteholders but subject to the provisions of Section 8.3, and only after notice thereof shall have been sent to the Noteholders and with the consent of the Lessor, the Indenture Trustee shall enter into any indenture or indentures supplemental hereto or execute any amendment, modification, supplement, waiver or consent with respect to any other Operative Document (a) to evidence the succession of another Person as Lessor or the appointment of a co-Lessor in accordance with the terms of the Trust Agreement, or to evidence the succession of a successor as the Indenture Trustee hereunder, the removal of the Indenture Trustee, the appointment of any separate or additional trustee or trustees, the succession of a successor Account Bank hereunder or the removal of the Account Bank, in each case if done pursuant to the provisions of Article VII hereof and to define the rights, powers, duties and obligations conferred upon any such separate trustee or trustees or co-trustee or co-trustees, (b) to correct, confirm or amplify the description of any property at any time subject to the Lien of this Indenture or to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee, (c) to provide for any evidence of the creation and issuance of any Additional Notes pursuant to, and subject to the conditions of, Section 2.12 hereof and to establish the form and the terms of such Additional Notes, (d) to cure any ambiguity in, to correct or supplement any defective or inconsistent provision of, or to add to or modify any other provisions and agreements in, this Indenture or any other Operative Document in any manner that will not in the judgment of the Indenture Trustee materially adversely affect the interests of the Noteholders, (e) to grant or confer upon the Indenture Trustee for the benefit of the Noteholders any additional rights, remedies, powers, authority or security which may be lawfully granted or conferred and which are not contrary or inconsistent with this Indenture, (f) to add to the covenants or agreements to be observed by the Lessee or the Lessor and which are not contrary to this Indenture, to add Indenture Events of Defaults for the benefit of Noteholders or surrender any right or power of the Lessor, provided it has consented thereto, (g) to comply with requirements of the SEC, any applicable law, rules or regulations of any exchange or quotation system on which the Certificates are listed, or any regulatory body, (h) to modify, eliminate or add to the provisions of any Operative Documents to such extent as shall be necessary to qualify or continue the qualification of this Indenture or the Pass Through Trust Agreement (including any

supplements thereto) under the Trust Indenture Act of 1939, as amended, or similar federal statute enacted after the Closing Date, and to add to this Indenture such other provisions as may be expressly required or permitted by the Trust Indenture Act of 1939, as amended (if such qualification is required), and (i) to effect any indenture or indentures supplemental hereto or any amendment, modification, supplement, waiver or consent with respect to any other Operative Document, provided such supplemental indenture, amendment, modification, supplement, waiver or consent shall not reasonably be expected to materially and adversely affect the interest of the Noteholders; provided, however , that no such amendment, modification, supplement, waiver or consent contemplated by this Section 8.2 shall, without the consent of the holder of each then outstanding Note, cause any of the events specified in clauses (i) through (vii) of the first sentence of Section 8.1 hereof to occur; and provided, further, that no such amendment, modification, supplement, waiver or consent contemplated by this Section 8.2 shall, without the consent of the holder of a Majority in Interest of Noteholders, modify the provisions of Sections 5.1, 5.8, 5.9, 5.10, 6, 7.2, 7.3, 13.1 or 13.2 of the Participation Agreement or Section 19 of the Facility Lease, or modify in any material respect the provisions of the Guaranty or the Site Lease (other than, in each case, any amendment, modification, supplement, waiver or consent having no adverse affect on the interest of the Noteholders).

Section 8.3. Conditions to Action by the Indenture Trustee . If in the opinion of the Indenture Trustee any document required to be executed pursuant to the terms of Sections 8.1 or 8.2 hereof or the election referred to in Section 9.13 hereof adversely affects any immunity or indemnity in favor of the Indenture Trustee under this Indenture or the Participation Agreement, or would materially increase its administrative duties or responsibilities hereunder or thereunder or may result in personal liability for it (unless it shall have been provided an indemnity satisfactory to the Indenture Trustee), the Indenture Trustee may in its discretion decline to execute such document or the election. With every such document and election, the Indenture Trustee shall be furnished with evidence that all necessary consents have been obtained and with an opinion of counsel that such document complies with the provisions of this Indenture, does not deprive the Indenture Trustee or the holders of the Notes of the benefits of the Lien hereby created on any property subject hereto or of the assignments contained herein (except as otherwise consented to in accordance with Section 8.1 hereof) and that all consents required by the terms hereof in connection with the execution of such document or the making of such election have been obtained. The Indenture Trustee shall be fully authorized and protected in relying on such opinion.

ARTICLE IX
MISCELLANEOUS

Section 9.1. Surrender, Defeasance and Release .

(a) Surrender and Cancellation of Indenture . This Indenture shall be surrendered and cancelled and the trusts created hereby shall terminate and this Indenture shall be of no further force or effect upon satisfaction of the conditions set forth in the proviso to the Granting Clause hereof. Upon any such surrender, cancellation, and termination, the Indenture Trustee shall pay all moneys or other properties or proceeds constituting part of the Indenture Estate (the distribution of which is not otherwise provided for herein) to the Lessor, and the Indenture Trustee shall, upon request and at the cost and expense of the Lessor, execute and deliver proper

instruments acknowledging such cancellation and termination and evidencing the release of the security, rights and interests created hereby. If this Indenture is terminated pursuant to this Section 9.1(a), the Indenture Trustee shall promptly notify the Lessee and the Owner Participant of such termination.

(b) Release .

	(i) Whenever a Component is replaced pursuant to the Facility Lease, such Component shall automatically and without further act of any Person be released from the Lien of this Indenture and the Indenture Trustee shall, upon the written request of the Lessor or the Lessee, execute and deliver to, and as directed in writing by, the Lessee or the Lessor an appropriate instrument (in due form for recording) releasing the replaced Component from the Lien of this Indenture.

	(ii) Whenever the Lessee is entitled to acquire the Facility or have the Facility transferred to it pursuant to the express terms of the Facility Lease, the Indenture Trustee shall release the Indenture Estate from the Lien of this Indenture and execute and deliver to, or as directed in writing by, the Lessee or the Lessor an appropriate instrument (in due form for recording) releasing the Indenture Estate from the Lien of this Indenture; provided that all sums secured by this Indenture have been paid to the Persons entitled to such sums.

Section 9.2. Conveyances Pursuant to the Site Sublease . Sales, grants of leases or easements and conveyances of portions of the Facility Site, rights of way, easements or leasehold interest made by the Lessee in accordance with Article XV of the Site Sublease shall automatically, without further act of any Person, be released from this Indenture.

Section 9.3. Appointment of the Indenture Trustee as Attorney; Further Assurances . The Lessor hereby constitutes the Indenture Trustee the true and lawful attorney of the Lessor irrevocably with full power as long as the Indenture is in effect (in the name of the Lessor or otherwise) to ask, require, demand, receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of the Assigned Documents (except to the extent that such moneys and claims constitute Excepted Payments), to endorse any checks or other instruments or orders in connection therewith, to make all such demands and to give all such notices as are permitted by the terms of the Facility Lease to be made or given by the Lessor upon the occurrence and continuance of a Lease Event of Default, to enforce compliance by the Lessee with all terms and provisions of the Facility Lease (except as otherwise provided in Sections 4.3 and 5.6 hereof), and to file any claims or take any action or institute any proceedings which the Indenture Trustee may request in the premises.

Section 9.4. Indenture for Benefit of Certain Persons Only . Nothing in this Indenture, whether express or implied, shall be construed to give to any Person other than the parties hereto, the Owner Participant, the Lessee (with respect to Sections 4.12 and 8.1 hereof) and the Noteholders (and any successor or assign of any thereof) any legal or equitable right, remedy or claim under or in respect of this Indenture, and this Indenture shall be for the sole and exclusive benefit of the parties hereto, the Owner Participant, the Lessee (as provided in Sections 4.12 and 8.1 hereof) and the Noteholders.

Section 9.5. Notices; Furnishing Documents, etc . Unless otherwise expressly specified or permitted by the terms hereof, all communications and notices provided for herein to a party hereto shall be in writing or by telecopy transmission, and any such notice shall become effective (a) upon personal delivery thereof, including by overnight mail or courier service, (b) in the case of notice by United States mail, certified or registered, postage prepaid, return receipt requested, upon receipt thereof, or (c) in the case of notice by telecopy transmission, upon receipt by the sender of a confirmation report that all pages of the telecopy transmission were properly transmitted, in each case addressed to each party hereto at its address set forth below or, in the case of any such party hereto, at such other address as such party may from time to time designate by written notice to the other parties hereto; provided, however that all notices given to the Indenture Trustee by any person or entity (other than the Lessor) pursuant to 42 Pa. C.S.A. § 8143(c) or (d) shall be in writing and shall be sent exclusively by registered or certified mail, return receipt requested, to the Indenture Trustee at the address set forth below:

	If to the Lessor:

	Mansfield 2007 Trust A
	c/o U.S. Bank Trust National Association,
	Not in its individual capacity, but solely as Owner Trustee
	300 Delaware Avenue, 9th floor
	Wilmington, DE 19801
	Telephone: (302) 576-3703
	Facsimile: (302) 576-3717
	Attention: Corporate Trust Services

	with a copy to the Owner Participant:

	Hillbrook Corp.
	50 Danbury Rd.
	Suite 100
	Wilton, CT 06897-4444
	Attention: Chief Financial Officer
	Facsimile: 203-222-4780

	With a copy to the General Counsel

	If to the Indenture Trustee:

	The Bank of New York Trust Company, N.A.
	1660 West 2nd Street, Suite 830
	Cleveland, OH 44113
	Telephone: (216) 622-6516
	Facsimile: (216) 621-1441
	Attention: Corporate Trust Department

with a copy to:

	Carter Ledyard & Milburn LLP
	2 Wall Street
	New York, NY 10005
	Telephone: (212) 238-8634
	Facsimile: (212) 732-3232
	Attention: Bertil Nordin, Esq.

	If to the Lessee and/or the Guarantor:

	FirstEnergy Generation Corp. and
	FirstEnergy Solutions Corp.
	76 South Main Street
	Akron, Ohio 44308
	Telephone: (330) 384-5855
	Facsimile: (330) 384-3772
	Attention: Treasurer

	with a copy to:

	FirstEnergy Solutions Corp.
	76 South Main Street
	Akron, Ohio 44308
	Telephone: (330) 384-5800
	Facsimile: (330) 384-3875
	Attention: General Counsel

	and

	Akin, Gump, Strauss, Hauer & Feld, LLP
	590 Madison Avenue
	New York, NY 10020
	Telephone: 212-872-1016
	Facsimile: 212-872-1002
	Attention: Lucas F. Torres, Esq.

Section 9.6. Severability . Any provision of this Indenture which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 9.7. Limitation of Liability . It is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by a representative of U.S. Bank

Trust National Association (the “ Trust Company ”), not in its individual capacity, but solely in its capacity as Owner Trustee on behalf of the Lessor under and pursuant to the Trust Agreement, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Owner Trustee and the Lessor is made and intended not as personal representations, undertakings and agreements by the Trust Company, but is made and intended for the purpose of binding only the Lessor, (c) nothing herein contained shall be construed as creating any liability on the Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto or by any Person claiming by, through or under the parties hereto and (d) under no circumstances shall the Trust Company, be personally liable for the payment of any indebtedness or expenses of the Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Lessor under this Indenture.

Section 9.8. Written Changes Only . Subject to Sections 8.1 and 8.2 hereof, no term or provision of this Indenture or any Note may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the parties hereto; and any waiver of the terms hereof or of any Note shall be effective only in the specific instance and for the specific purpose given.

Section 9.9. Counterparts . This Indenture may be executed in separate counterparts, each of which, when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

Section 9.10. Successors and Permitted Assigns . All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and permitted assigns and each Noteholder. Any request, notice, direction, consent, waiver or other instrument or action by any Noteholder shall bind the successor and assigns thereof.

Section 9.11. Headings and Table of Contents . The headings of the sections of this Indenture and the Table of Contents are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

Section 9.12. Governing Law . This Indenture and the Notes shall be in all respects governed by and construed in accordance with the laws of the State of New York, including all matters of construction, validity and performance (without giving effect to the conflicts of laws provisions thereof, other than New York General Obligation Law Section 5-1401), except to the extent mandatory choice of law rules require the application of laws of another jurisdiction and except with respect to matters related to the enforcement of any Lien related to the real property covered hereby or the foreclosure on any real property covered hereby which shall be governed by the laws of the Commonwealth of Pennsylvania (without giving effect to the conflicts of laws provisions thereof). Regardless of any provision in any other agreement, for purposes of the Uniform Commercial Code (as in effect from time to time in any jurisdiction including the State of New York), the “ Securities Intermediary’s Jurisdiction ” of the Account Bank with respect to the Indenture Trustee’s Account is the State of New York.

Section 9.13. Reorganization Proceedings with Respect to the Lessor Estate . If (a) the Lessor Estate becomes a debtor subject to the reorganization provisions of Title 11 of the United States Code, or any successor provisions, (b) pursuant to such reorganization provisions the Owner Participant is required by reason of the Owner Participant’s being held to have recourse liability that it would not otherwise have had under Section 2.5 hereof to the debtor or the trustee of the debtor, directly or indirectly, to make payment on account of any amount payable as principal or interest on the Notes and (c) any Noteholder or the Indenture Trustee actually receives any Excess Amount (as hereinafter defined) which reflects any payment by the Owner Participant on account of clause (b) above, then such Noteholder or the Indenture Trustee, as the case may be, shall promptly refund such Excess Amount, without interest, to the Owner Participant after receipt by such Noteholder or the Indenture Trustee, as the case may be, of a written request for such refund by the Owner Participant (which request shall specify the amount of such Excess Amount and shall set forth in detail the calculation thereof). For purposes of this Section 9.13, “ Excess Amount ” means the amount by which such payment exceeds the amount which would have been received by such holder and the Indenture Trustee in respect of such principal or interest if the Owner Participant had not become subject to the recourse liability referred to in clause (b) above. Nothing contained in this Section 9.13 shall prevent the Indenture Trustee or any Noteholder from enforcing any personal recourse obligations (and retaining the proceeds thereof) of the Owner Participant under the Participation Agreement.

The Noteholders and the Indenture Trustee agree that should the Lessor Estate become a debtor subject to the reorganization provisions of the Bankruptcy Code, they shall upon the request of the Owner Participant, and provided that the making of the election hereinafter referred to is permitted to be made by them under Applicable Law and will not have any adverse impact on any Noteholder, the Indenture Trustee or the Indenture Estate other than as contemplated by the preceding paragraph, make the election referred to in Section 1111(b)(1)(A)(i) of Title 11 of the Bankruptcy Code or any successor provision if, in the absence of such election, the Noteholders would have recourse against the Owner Participant for the payment of the indebtedness represented by the Notes in circumstance in which such Noteholders would not have recourse under this Indenture if the Lessor Estate had not become a debtor under the Bankruptcy Code.

Section 9.14. Withholding Taxes: Information Reporting . The Indenture Trustee shall exclude and withhold from each distribution of principal, Make-Whole Amount, if any, and interest and other amounts due hereunder or under the Notes any and all U.S. federal withholding taxes applicable thereto as required by Applicable Law. The Indenture Trustee agrees (i) to act as such withholding agent and, in connection therewith, whenever any present or future U.S. federal taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Notes, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Noteholders and to pay to the Noteholders from amounts received by the Paying Agent pursuant hereto such additional amounts so that the net amount actually received by the Noteholders, after reduction for such withheld amounts, shall be equal to the full amount of principal, Make-Whole Amount, interest and other amounts otherwise due and payable hereunder; provided, however , that, notwithstanding the foregoing, the Paying Agent shall be required to pay such additional amounts only if and to the extent that (a) the Lessee is required to indemnify the Noteholders for such amounts under Section 9 of the Participation Agreement and (b) the Lessee has paid such amounts to the Indenture Trustee,

(ii) that it will file any necessary U.S. federal withholding tax returns or statements when due, and (iii) that, as promptly as possible after the payment thereof, it will deliver to each Noteholder appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Noteholders may reasonably request from time to time. The Indenture Trustee agrees to file any other information as it may be required to file under United States law.

Any Noteholder which is organized under the laws of a jurisdiction outside the United States shall, on or prior to the date such Noteholder becomes a Noteholder, (a) so notify the Indenture Trustee, (b) (i) provide the Indenture Trustee with Internal Revenue Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the Indenture Trustee that it is not entitled to an exemption from United States withholding tax or a reduction in the rate thereof on payments of interest. Any such Noteholder agrees by its acceptance of a Note, on an ongoing basis, to provide like certification for each taxable year and to notify the Indenture Trustee should subsequent circumstances arise affecting the information provided the Indenture Trustee in clauses (a) and (b) above. The Indenture Trustee shall be fully protected in relying upon, and each Noteholder by its acceptance of a Note hereunder agrees to indemnify and hold the Indenture Trustee harmless against all claims or liability of any kind arising in connection with or related to the Indenture Trustee’s reliance upon any such documents, forms or information provided by such Noteholder to the Indenture Trustee. In addition, if the Indenture Trustee has not withheld taxes on any payment made to any Noteholder, and the Indenture Trustee is subsequently required to remit to any taxing authority any such amount not withheld, such Noteholder shall return such amount to the Indenture Trustee upon written demand by the Indenture Trustee. The Indenture Trustee shall be liable only for direct (but not consequential) damages to any Noteholder due to the Indenture Trustee’s violation of the Code and only to the extent such liability is caused by the Indenture Trustee’s violation of the Code and only to the extent such liability is caused by the Indenture Trustee’s failure to act in accordance with its standard of care under this Indenture.

Section 9.15. Fixture Financing Statement . This Indenture also is intended to serve as a fixture financing statement under the Commonwealth of Pennsylvania Uniform Commercial Code. In connection therewith, the following information is provided:

(a) Name and address of Debtor:

	Mansfield 2007 Trust A
	c/o U.S. Bank Trust National Association,
	Not in its individual capacity, but solely as Owner Trustee
	300 Delaware Avenue, 9th floor
	Wilmington, DE 19801
	Telephone: (302) 576-3703
	Facsimile: (302) 576-3717
	Attention: Corporate Trust Services

(b) Name and Address of Secured Party (from which information concerning the security interest may be obtained):

	The Bank of New York Trust Company, N.A., as Indenture Trustee
	1660 West 2nd Street, Suite 830
	Cleveland, OH 44113
	Telephone: (216) 622-6516
	Facsimile: (216) 621-1441
	Attention: Corporate Trust Department

(c) The personal property covered by the security interest granted hereunder includes goods which are or are to become fixtures upon the real property described in Exhibit A hereto.

(d) Recording: This Indenture is to be recorded in the real estate records of Beaver County, in the Commonwealth of Pennsylvania.

Section 9.16. Facility Lease Schedules . For the avoidance of doubt, the parties hereto acknowledge and agree that, with respect to each payment date set forth in Schedule I hereto, the amount set forth for the corresponding date in (i) Column 1 of Schedule 3 to the Facility Lease is intended to reflect the sum of scheduled principal and interest on the Notes due on such date, (ii) Column 2 of Schedule 3 to the Facility Lease is intended to reflect scheduled principal on the Notes due on such date, and (iii) Column 1 of Schedule 4 to the Facility Lease is intended to reflect the outstanding principal amount of the Notes on such date.

(Remainder of Page Intentionally Left Blank)

IN WITNESS WHEREOF , the parties have caused this Indenture to be duly executed on the day and year first above written.

	MANSFIELD 2007 TRUST A

	By: U.S. BANK TRUST NATIONAL ASSOCIATION Not in its individual capacity, but solely as Owner Trustee


	By: /s/ Mildred F. Smith

	Name: Mildred F. Smith
	Title: Vice President

	THE BANK OF NEW YORK TRUST COMPANY, N.A.,
	in its individual capacity as expressly stated in herein, but otherwise solely as Indenture Trustee and Account Bank


	By: /s/ Biagio S. Impala

	Name: Biagio S. Impala
	Title: Vice President

Certificate of Residence

THE BANK OF NEW YORK TRUST COMPANY, N.A. herby certifies that its precise residence is 1660 West 2nd Street, Suite 830, Cleveland, OH 44113.


	/s/
	On behalf of Grantee

Signature Page to Lease Indenture
Mansfield 2007 Trust A

STATE OF DELAWARE	)
	)	SS.:
COUNTY OF NEW CASTLE	)

On this day of July 2007, before me personally appeared Mildred F. Smith , who has acknowledged herself to be the Vice President of U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as Owner Trustee for Mansfield 2007 Trust A, under and pursuant to a Trust Agreement, dated as of June 26, 2007, between U.S. BANK TRUST NATIONAL ASSOCIATION and HILLBROOK CORP., and that she as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of such association by herself as such officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

[Notarial Seal]	__________________________________________
	Notary Public

My Commission Expires:

Signature Page to Lease Indenture
Mansfield 2007 Trust A

STATE OF OHIO	)
	)	SS.:
COUNTY OF CUYAHOGA	)

On this day of July, 2007, before me personally appeared Biagio S. Impala , who acknowledged himself to be the Vice President of THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of such association by himself as such officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

[Notarial Seal]	__________________________________________
	Notary Public

My Commission Expires:

Signature Page to Lease Indenture
Mansfield 2007 Trust A

EXHIBIT A
to Indenture

DESCRIPTION OF FACILITY SITE

Legal Description of Facility Site

ALL that certain piece or parcel of land lying and being situate in the Borough of Shippingport, County of Beaver, and Commonwealth of Pennsylvania, and being more particularly bounded and described as follows:

BEGINNING at a concrete monument at the intersection of the Pennsylvania Power Company’s Bruce Mansfield Plant South property line with the Westerly right-of-way of the New Cumberland and Pittsburgh Railroad (now Penn Central Railroad) said concrete monument bears South 85° 11’ East, a distance of 152.70 feet, and South 33° 16’ East, a distance of 324.80 feet from the Grantor’s Southwest property corner; thence from said concrete monument South 51° 00’ East, a distance of 187.39 feet to a point, said point bears North 51° 00’ West, a distance of 8.00 feet from the East-West baseline column row (P) of the Bruce Mansfield Plant; thence North 39° 00’ East, a distance of 2,010.35 feet to the North-South baseline column row (10) and the true place of beginning of the premises herein to be described and being the Southwest corner of the base of Unit No. 1; thence with the Westerly edge of said base slab and parallel to column row (P) and North 53° 00’ West, a distance of 8.00 feet therefrom; North 39° 00’ East, a distance of 280.00 feet to the Northwest corner of said base slab; thence from the Northwest corner of said base slab, and parallel to column row (I) and North 39° 00’ East, a distance of 6.00 feet therefrom; thence South 51°00’ East, a distance of 164.00 feet to a corner of said slab; thence paralleled to column row (J) and South 51° 00’ East, a distance of 6.00 feet therefrom; thence South 39° 00’ West, a distance of 26.00 feet to another corner which bears North 39° 00’ East, a distance of 6.00 feet from column row (2); thence continuing with the edge of said base slab and parallel to column row (2) South 51° 00’ East, a distance of 258.75 feet to the northeast corner of said base slab; thence continuing with the edge of said slab and parallel to column row (A) and South 51° 00’ East, a distance of 6.00 feet therefrom, South 39° 00’ West, a distance of 254.00 feet to the Southwest corner of said base slab; thence with the North-South baseline and column row (10), North 51° 00’ West, a distance of 422.75 feet to the Southwest corner of said base slab and the place of beginning, containing 111,643 square feet or 2.563 acres;

Together with the easements appurtenant set forth in that certain Indenture, dated August 13, 1974 between Lee E. Whitmire, Jr., Trustee and The Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania Power Company, and The Toledo Edison Company, recorded in the Office of the Recorder of Deeds of Beaver County Pennsylvania on August 16, 1974, in Deed Book 1029, Page 456.

EXHIBIT B
to Indenture

FORM OF NOTE

MANSFIELD 2007 TRUST A
NONRECOURSE PROMISSORY NOTE DUE IN
A SERIES OF INSTALLMENTS OF PRINCIPAL
WITH FINAL PAYMENT DATE
OF JUNE 1, 2034

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED,
SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT

Issued at: New York, New York

Issue Date: July 13, 2007

$204,354,000.00

MANSFIELD 2007 TRUST A, a Delaware statutory trust (the “ Lessor ”) formed and governed under and pursuant to a Trust Agreement, dated as of June 26, 2007 (as the same may from time to time be amended, amended and restated, supplemented or otherwise modified in accordance with the terms thereof and, where applicable, the terms of the other Operative Documents, the “ Trust Agreement ”), between U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, and Hillbrook Corp., a Delaware corporation (the “ Owner Participant ”), hereby promises to pay to The Bank of New York Trust Company, N.A., in its capacity as pass-through trustee of the Bruce Mansfield Unit 1 2007 Pass Through Trust (the “ Pass Through Trustee ”), or its registered assigns, the principal sum of $204,354,000.00, which is due and payable in a series of installments of principal with a final payment date of June 1, 2034 as provided below, together with interest at the rate of 6.85% per annum on the principal remaining unpaid from time to time from and including the Issue Date until paid in full. Interest on the outstanding principal amount under this Note shall be due and payable in arrears semiannually at the rate specified above, commencing on December 1, 2007, and on each June 1 and December 1 thereafter until the principal of this Note is paid in full or made available for payment. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

The principal of this Note shall be due and payable in installments on each of the dates set forth on Schedule I hereto. The installment of principal payable on any such date shall be in an aggregate amount equal to the product of the Initial Principal Amount set forth on Schedule I multiplied by the percentage set forth on Schedule I under the column headed “Percentage of Principal Amount Payable” for such date; provided that the final installment of principal shall be equal to the then unpaid principal balance of this Note.

Capitalized terms used in this Note that are not otherwise defined herein shall have the meanings ascribed thereto in the Indenture of Trust, Open-End Mortgage and Security

Agreement dated as of July 1, 2007 (the “ Indenture ”), between the Lessor and The Bank of New York Trust Company, N.A., as trustee (the “ Indenture Trustee ”).

Interest (computed on the basis of a 360-day year of twelve 30-day months) on any overdue principal and premium, if any, and (to the extent permitted by Applicable Law) any overdue interest shall be paid, on demand, from the due date thereof at the Overdue Rate for the period during which any such principal, premium or interest shall be overdue.

In the event any date on which a payment is due under this Note is not a Business Day, then payment thereof shall be made on the next succeeding Business Day with the same force and effect as if made on the date on which such payment was due.

The Lessee and the Guarantor have entered into a Registration Rights Agreement dated July 13, 2007 (as the same may from time to time be amended, amended and restated, supplemented or otherwise modified in accordance with the terms thereof and, where applicable, the terms of the other Operative Documents, the “ Registration Rights Agreement ”) with the Initial Purchasers described therein. Pursuant to such Registration Rights Agreement, the Lessee and the Guarantor have agreed to use their reasonable best efforts to (a) cause to become effective on or prior to the date which is 210 days after the Closing Date (i) the Exchange Offer Registration Statement or (ii) an Initial Shelf Registration Statement (as each such term is defined in the Registration Rights Agreement) and to maintain the respective effectiveness of such Registration Statements (as defined in the Registration Rights Agreement) as described in the Registration Rights Agreement. From and after the date on which a Non-Registration Event (as defined in the Registration Rights Agreement) occurs (which, for the avoidance of doubt, cannot be prior to the date which is 270 days after the Closing Date), additional interest (in addition to the interest otherwise payable with respect to this Note) shall accrue on this Note until but not including the date on which such Non-Registration Event shall cease to exist (and provided no other Non-Registration Event with respect to the Certificates issued on the Closing Date shall then be continuing), at the rate of 0.25% per annum, which additional interest shall be payable hereon at the times, in the manner and subject to the same terms and conditions set forth herein and in the Indenture, as nearly as may be, as though the interest rate set forth above had been increased by 0.25% per annum.

Except as otherwise specifically provided in the Indenture and in the Participation Agreement, all payments of principal, premium, if any, and interest on this Note, and all payments of any other amounts due hereunder or under the Indenture shall be made only from the Indenture Estate, and the Indenture Trustee shall have no obligation for the payment thereof except to the extent that the Indenture Trustee shall have sufficient income or proceeds from the Indenture Estate to make such payments in accordance with the terms of Article III of the Indenture. The holder hereof, by its acceptance of this Note, agrees that it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof, as herein provided, and that, none of the Owner Participant, the Lessor or the Indenture Trustee is or shall be personally liable to the holder hereof for any amounts payable under this Note or under the Indenture, or, except as expressly provided in the Indenture or, in the case of the Owner Participant and the Lessor, the Participation Agreement for any performance to be rendered under the Indenture or any Assigned Document or for any liability under the Indenture or any Assigned Document.

The principal of and premium, if any, and interest on this Note shall be paid by the Indenture Trustee, without any presentment or surrender of this Note, except that, in the case of the final payment in respect of this Note, this Note shall be surrendered to the Indenture Trustee, by mailing a check for the amount then due and payable, in New York Clearing House funds, to the Noteholder, at the last address of the Noteholder appearing on the Note Register, or by whichever of the following methods specified by notice from the Noteholder to the Indenture Trustee: (a) by crediting the amount to be distributed to the Noteholder to an account maintained by the Noteholder with the Indenture Trustee, (b) by making such payment to the Noteholder in immediately available funds at the Indenture Trustee Office, or (c) by transferring such amount in immediately available funds for the account of the Noteholder to the banking institution having bank wire transfer facilities as shall be specified by the Noteholder, such transfer to be subject to telephonic confirmation of payment. All payments due with respect to this Note shall be made (i) as soon as practicable prior to the close of business on the date the amounts to be distributed by the Indenture Trustee are actually received by the Indenture Trustee if such amounts are received by 12:00 noon, New York City time, on a Business Day or (ii) on the next succeeding Business Day if received after such time or if received on any day other than a Business Day. Prior to due presentment for registration of transfer of this Note, the Owner Trust, the Lessor and the Indenture Trustee may deem and treat the Person in whose name this Note is registered on the Note Register as the absolute owner and holder of this Note for the purpose of receiving payment of all amounts payable with respect to this Note and for all other purposes, and none of the Owner Trust, the Lessor, or the Indenture Trustee shall be affected by any notice to the contrary. All payments made on this Note in accordance with the provisions of this paragraph shall be valid and effective to satisfy and discharge the liability on this Note to the extent of the sums so paid and none of the Owner Trust, the Lessor or the Indenture Trustee shall have any liability in respect of such payment.

The holder hereof, by its acceptance of this Note, agrees that each payment received by it hereunder shall be applied in the manner set forth in Section 2.7 of the Indenture, which provides that each payment on the Note shall be applied as follows: first , to the payment of accrued interest (including interest on overdue principal and the Make Whole Amount, if any, and, to the extent permitted by Applicable Law, overdue interest) on this Note to the date of such payment; second , to the payment of the principal amount of, and the Make Whole Amount, if any, on this Note then due (including any overdue installments of principal) thereunder; and third , to the extent permitted by Section 2.10 of the Indenture, the balance, if any, remaining thereafter, to the payment of the principal amount of, and the Make Whole Amount, if any, on this Note.

This Note is the Note referred to in the Indenture as the “Note.” The Indenture permits the issuance of additional notes (“ Additional Notes ”), as provided in Section 2.12 of the Indenture, and the several Notes may be for varying principal amounts and may have different maturity dates (not later than the final maturity date of the Initial Notes), interest rates, redemption provisions and other terms. The properties of the Lessor included in the Indenture Estate are pledged or mortgaged to the Indenture Trustee to the extent provided in the Indenture as security for the payment of the principal of and premium, if any, and interest on this Note and all other Notes issued and outstanding from time to time under the Indenture.

Reference is hereby made to the Indenture for a statement of the rights of the holder of, and the nature and extent of the security for, this Note and of the rights of, and the nature and

extent of the security for, the holders of the other Notes and of certain rights of the Owner Trust, the Lessor and the Owner Participant, as well as for a statement of the terms and conditions of the trust created by the Indenture, to all of which terms and conditions the holder hereof agrees by its acceptance of this Note.

This Note is subject to redemption, in whole but not in part as provided in the Indenture, as follows: (x) in the case of redemptions under the circumstances set forth in Section 2.10(a) of the Indenture, at a price equal to the principal amount of this Note being redeemed together with accrued interest on such principal amount to the Redemption Date, and (y) in the case of redemptions under the circumstances set forth in Sections 2.10(c) of the Indenture, at a price equal to the principal amount of this Note then outstanding together with accrued interest on such principal amount to the Redemption Date, plus the Make-Whole Amount, if any; provided, however , that no such redemption shall be made until notice thereof is given by the Indenture Trustee to the holder hereof as provided in the Indenture.

In case an Indenture Event of Default shall occur and be continuing, the unpaid balance of the principal of this Note together with all accrued but unpaid interest thereon may, subject to certain rights of the Lessor and the Owner Participant contained or referred to in the Indenture, be declared or may become due and payable in the manner and with the effect provided in the Indenture.

There shall be maintained at the Indenture Trustee Office a register for the purpose of registering transfers and exchanges of Notes in the manner provided in the Indenture. The transfer of this Note is registrable, as provided in the Indenture, upon surrender of this Note for registration of transfer duly accompanied by a written instrument of transfer duly executed by or on behalf of the registered holder hereof, together with the amount of any applicable transfer taxes.

It is expressly understood and agreed by the holder of this Note that (a) this Note is executed and delivered by a representative of U.S. Bank Trust National Association, not in its individual capacity, but solely in its capacity as Owner Trustee on behalf of the Lessor under and pursuant to the Trust Agreement, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the representations, undertakings and agreements in this Note made on the part of the Owner Trustee and the Lessor is made and intended not as personal representations, undertakings and agreements by U.S. Bank Trust National Association (or any entity hereafter from time to time acting as Owner Trustee under the Trust Agreement), but is made and intended for the purpose of binding only the Lessor, (c) nothing contained in this Note shall be construed as creating any liability on U.S. Bank Trust National Association (or any entity hereafter from time to time acting as Owner Trustee under the Trust Agreement), individually or personally, to perform any covenant either expressed or implied contained in this Note, all such liability, if any, being expressly waived by the holder of this Note or by any Person claiming by, through or under such holder, (d) it will look solely to the income and proceeds from the Indenture Estate to the extent available for distribution to the holder hereof as above provided, and (e) none of the Indenture Trustee, Owner Participant, any OP Guarantor, the Lessee, the Guarantor, the Lessor, the Owner Trustee or U.S. Bank Trust National Association is, or shall be, personally liable to the holder hereof for any amounts payable under this Note or

under the Indenture or for any liability under the Indenture, except as expressly provided in the Indenture.

This Note shall be governed by the laws of the State of New York.

IN WITNESS WHEREOF, the Lessor has caused this Note to be duly executed as of the date hereof.

	MANSFIELD 2007 TRUST A,

	By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee


	By:	/s/ Mildred F. Smith

		Name: Mildred F. Smith Title: Vice President


This is one of the Notes referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK TRUST COMPANY, N.A, not in its individual capacity, buy solely as Indenture Trustee


	By:	/s/ Biagio S. Impala

		Name: Biagio S. Impala Title: Vice President

Signature Page to Lease Indenture
Mansfield 2007 Trust A

FORM OF TRANSFER NOTICE

FOR VALUE RECEIVED the undersigned registered holder hereby sell(s) assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

_______________________

(Please print or typewrite name and address including zip code of assignee)

_______________________

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

_______________________

attorney to transfer said Note on the books of the Issuer with full power of substitution in the premises.

Date: _________________________________	____________________________________________________________
	(Signature of Transferor)

	NOTE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.

EXHIBIT C
to Indenture

FORM OF CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture.


	THE BANK OF NEW YORK TRUST COMPANY, N.A, not in its individual capacity but solely as the Indenture Trustee

	By:	_________________________________
		Name: Title:

EXHIBIT D
to Indenture

DESCRIPTION OF THE UNDIVIDED INTEREST

The Undivided Interest is an undivided 16.8885% interest in and to:

All of FirstEnergy Generation Corp.’s right, title and interest in and to the physical assets constituting Unit 1 of the Bruce Mansfield Plant, a coal-fired electric generating unit which has a nominal rating of approximately 830 megawatts and was placed in service in April, 1976, located on, but not including any fee ownership interest in, approximately 473 acres of land on the south shore of the Ohio River in the Borough of Shippingport, Beaver County, Pennsylvania (the “ Facility ”)

1.	One GE indoor type, 3600 rpm, tandem compound, six flow, condensing, single reheat turbine generator having a manufacturer’s rating of 834,846 kW and a rating of 1075 mva at 75 psig hydrogen pressure, 0.85 pf, 0.58 short-circuit ratio, together with associated generator shaft coupled a-c alternator excitor, including power rectifying and voltage regulating equipment, drives, hydrogen seal oil, stator cooling water system, piping, pumps, coolers, controls, instrumentation, and conduits.

2.	One Ingersoll-Rand condenser of multipressure, single pass, divided water construction, with a tube surface of 369,700 square feet, together with associated tubes, water boxes, piping, pumps, conduits and drains.

3.	One hyperbolic, natural draft counterflow cooling tower (manufactured by Research Cottrell) approximately 335 feet in diameter at the base and 225.1 feet in diameter at the top, together with associated piping, pumps, conduits and drains.

4.	Three one-third size high-pressure feedwater heaters and three one-third size, duplex, low-pressure feedwater heaters, together with associated full stream low pressure feedwater heaters, flash tanks, flash tank drains, deaerators, piping, pumps and conduits.

5.	Two half capacity, centrifugal, multistage, double case, barrel type boiler feed pumps, together with associated turbine drives, booster and other pumps, piping, coolers, controls, instrumentation and conduits.

6.	One Foster Wheeler balanced draft, super critical, single reheat, once-through steam generator, together with associated regenerative type air heaters, soot blowing equipment, piping, pumps and conduits.

7.	Eight Foster Wheeler D9F Ball Mill pulverizers, together with associated feeders, hoppers, scales, fans, piping, coolers, wiring, cables and conduits.

8.	Six wet limestone venture scrubbers designed to handle a maximum of 5,000,000 SCFM at 22 feet/sec. with 0.075 lbs/million BTU maximum particulate, together

	with associated ducts, fans, piping and conduits.

9.	Two forced draft fans of air foil blade, DWDI design, together with associated 9000 hp motors, ducts, piping, preheaters, cables, wires and conduits.

10.	For Unit 1 inside of the common 950 foot high concrete chimney, two specific flues and associated CEMS equipment and instrumentation.

11.	One Westinghouse isolated phase bus rated at 18kV, 65-V, 65-C temperature rise, 110 kV B.I.L., together with associated conductors, piping, cables, wiring and conduits.

12.	Instrumentation and control systems and facilities specific to Unit 1, including without limitation, analog controls, start-stop digital positioning controls, meters, gauges, transducers, transmitters, display and readout panels, racks, indicators, recorders, chemical analyzing equipment, annuciators, printers, CRTs, logs and associated HVAC equipment, cables, wiring and conduits.

13.	B&W Selective Catalytic Reduction (SCR) system with all associated duct work, valves, dampers, ammonia grid, nozzles, piping, local tanks, controls and instrumentation.

14.	Sodium bi-sulfate (SBS) injection system specific to Unit 1 for removal of SO ₃ mist with all necessary lances, nozzles, and independent piping and instrumentation.

15.	One Westinghouse 880 MVA main step up transformer to step up voltage from 18kV to 345kV with all associated pumps, coolers, fans, valves, instrumentation, protective devices, and conductors to the plant switchyard, ending at Unit 1 switchyard disconnects D29 and D35.

16.	Six Westinghouse 10 MVA auxiliary transformers to step down voltage from 18kV to high (13.8kV) and medium (4.16kV) voltage switchgear with all associated, coolers, fans, valves, instrumentation, and protective devices.

17.	Three half-capacity Ingersoll-Rand 54X53S centrifugal circulating water pumps rated at 94,240 gpm with associated piping, conduits, valves and instrumentation.

18.	Balance of Unit Equipment:


	a.	All electrical switchgear (high, medium and low voltage), MCCs, disconnects, conductors, grounding equipment, instrumentation and protective devices specific to Unit 1.

	b.	Atmospheric flash tank

	c.	Flyash removal system

	d.	Bottom ash system

	e.	Water quality sampling system

	f.	Scrubber thickener and misc. support system

	g.	Lime recycle system

	h.	Ignitor oil day tank

	i.	Hydraulic accumulator building (hydraulic equipment for cooling towers)

	j.	Bottom ash sump pit enclosure

	k.	Condensate polishing demineralizing system

	l.	House service water system with pumps, valves, piping controls, instrumentation and corrosion inhibiting system.

SCHEDULE I
to Indenture

NOTE

Initial Principal Amount:	$204,354,000.00
Final Maturity Date:	June 1, 2034
Interest Rate:	6.85%
Amortization Schedule:

	Percentage of Principal
Payment Date	Amount Payable

July 13, 2007	0.0000000000%
December 1, 2007	0.0000000000%
June 1, 2008	0.0000000000%
December 1, 2008	0.0000000000%
June 1, 2009	0.8235708623%
December 1, 2009	0.0000000000%
June 1, 2010	1.0657975865%
December 1, 2010	0.0000000000%
June 1, 2011	1.1406676649%
December 1, 2011	0.0000000000%
June 1, 2012	4.4701840923%
December 1, 2012	0.0000000000%
June 1, 2013	5.4126662556%
December 1, 2013	0.0000000000%
June 1, 2014	5.8002290144%
December 1, 2014	0.0000000000%
June 1, 2015	6.2098123844%
December 1, 2015	0.0000000000%
June 1, 2016	5.5756187792%
December 1, 2016	0.0000000000%
June 1, 2017	1.7484365366%
December 1, 2017	0.0000000000%
June 1, 2018	3.9681141548%
December 1, 2018	0.0000000000%
June 1, 2019	4.1398749229%
December 1, 2019	0.0000000000%
June 1, 2020	1.9862591386%
December 1, 2020	0.0000000000%
June 1, 2021	4.3380604246%
December 1, 2021	0.0000000000%
June 1, 2022	4.5274376817%
December 1, 2022	0.0000000000%

June 1, 2023	2.2681229631%
December 1, 2023	0.0000000000%
June 1, 2024	4.7564520391%
December 1, 2024	0.0000000000%
June 1, 2025	4.9678499075%
December 1, 2025	0.0000000000%
June 1, 2026	2.5940280102%
December 1, 2026	0.0000000000%
June 1, 2027	5.4787280895%
December 1, 2027	0.0000000000%
June 1, 2028	5.7385713027%
December 1, 2028	0.0000000000%
June 1, 2029	2.5631991544%
December 1, 2029	0.0000000000%
June 1, 2030	6.0600722276%
December 1, 2030	0.0000000000%
June 1, 2031	4.5846912710%
December 1, 2031	1.5678675240%
June 1, 2032	2.3429930415%
December 1, 2032	0.0000000000%
June 1, 2033	5.7561877918%
December 1, 2033	0.0000000000%
June 1, 2034	0.1145071787%

Total	100.0000000000%

EXHIBIT 10-5

EXECUTION COPY

BILL OF SALE AND TRANSFER

Dated as of July 1, 2007

between

FIRSTENERGY GENERATION CORP.,

as Grantor

and

MANSFIELD 2007 TRUST A,

as Grantee

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT UNIT 1

BILL OF SALE AND TRANSFER

THIS BILL OF SALE AND TRANSFER (this “ Bill of Sale ”) dated as of July 1, 2007 between F IRSTENERGY GENERATION CORP. , an Ohio corporation (“ Grantor ”), and MANSFIELD 2007 TRUST A , a Delaware statutory trust (“ Grantee ”),

WITNESSETH:

WHEREAS, Grantor owns, as a tenant in common, an undivided 93.825% interest in the Facility and the Components thereof identified in Annex A attached hereto (terms used herein without definition having the respective meanings in the definitions to which reference is made in Section 1 below); and

WHEREAS , Grantor desires to sell and transfer to Grantee, and Grantee desires to purchase from Grantor, the Undivided Interest (as hereinafter defined), being a portion of such undivided interest of Grantor in the Facility, for and in consideration of the Purchase Price paid by Grantee pursuant to the Participation Agreement, dated as of June 26, 2007 (the “ Participation Agreement ”), among Grantor, as Lessee, FirstEnergy Solutions Corp. as Guarantor, Grantee, as Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Indenture Trustee, and The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Pass-Through Trustee; and

WHEREAS , concurrently herewith, Grantor and Grantee have entered into the Site Lease and the Site Sublease relating to the Facility Site identified in Annex B attached hereto, pursuant to which the Ground Interest has been leased by Grantor to Grantee, and subleased by Grantee to Grantor; and

WHEREAS , Grantor and Grantee desire to set forth their agreement and understanding as to the character of the assets comprising the Undivided Interest in the Facility to be sold and transferred by Grantor to Grantee;

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Definitions .

Capitalized terms used in this Bill of Sale, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the Participation Agreement. The Rules of Interpretation set forth in Appendix A to the Participation Agreement shall apply to the terms used in and the interpretation of this Bill of Sale.

Section 2. Sale and Transfer of Undivided Interest .

Grantor does hereby grant, bargain, sell, convey, assign, transfer and set over unto Grantee, its successors and assigns, an undivided 16.8885% interest (the “ Undivided Interest ”), as a tenant in common, in all right, title and interest of Grantor in and to the Facility and all improvements, fixtures, equipment and other tangible property of whatsoever kind, whether constituting real or personal property, now or hereafter comprising a part of the Facility or any Component or Replacement Component thereof more particularly identified in Annex A attached hereto and made a part hereof (but excluding Severable Improvements, title to which in each case is reserved to the Lessee in accordance with the terms of the Facility Lease and the Facility Site Sublease, and excluding any real property or interests in real property comprising the Facility Site), now or hereafter located on the Facility Site identified in Annex B attached hereto and made a part hereof;

TO HAVE AND TO HOLD the Undivided Interest unto Grantee, its successors and assigns, forever.

Section 3. Grantor’s Warranty .

Grantor does hereby warrant that is it the lawful owner of the Undivided Interest (subject to certain rights of Federal and state Governmental Entities to any portion thereof extending beyond the low water mark of the Ohio River and to areas between the original low water mark and the present bulkhead line, and subject to the rights of the public between the high and low water marks) and has good right to sell and transfer the same and that good, merchantable, marketable and indefeasible title (subject to the same exceptions) to the Undivided Interest is, on the date hereof, hereby transferred and conveyed to Grantee free and clear of all Liens, other than Permitted Liens, and that Grantor will warrant generally, and defend such title, against the claims of all Persons whomsoever.

Section 4. Severance .

Grantor and Grantee agree that the Facility and all improvements, fixtures, equipment and other tangible property acquired by Grantee pursuant to this Bill of Sale (including Components and Replacement Components) have been severed from title to the real estate constituting the Facility Site on which the Facility is located, even if physically attached thereto, by express agreement and intention of the parties hereto and, by separate agreements, the other owners of undivided interests therein. The parties agree that all such property acquired by Grantee pursuant to this Bill of Sale shall remain the property of Grantee and shall not be deemed fixtures or otherwise part of the real estate constituting the Facility Site.

Section 5. Bulk Sales Laws .

Grantor shall indemnify and hold harmless Grantee, its trustees and the Owner Participants from and against any and all claims, losses, damages, interest, expenses and costs (including, without limitation, reasonably attorneys’ fees) arising out of or related to the application of any bulk sales or similar laws to the sale and transfer of the Undivided Interest in the Facility and all improvements, fixtures, equipment and other tangible property comprising a

part thereof sold and transferred to Grantee pursuant to this Bill of Sale, including, without limitation, 43 P.S. §788.3, 69 P.S. §529, 72 P.S. §1403, 72 P.S. §7240, and 72 P.S. §7321.1.

Section 6. Miscellaneous .

A. Governing Law. This Bill of Sale shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania.

B. Headings. The headings of the Sections of this Bill of Sale are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

C. Further Assurances. Grantor will promptly and duly execute, acknowledge and deliver such further documents and assurances as Grantee may from time to time reasonably request in order to carry out more effectively the intent and purpose of this Bill of Sale.

D. Amendment. The terms of this Bill of Sale shall not be altered, modified, amended, supplemented or terminated in any manner whatsoever except by written instrument signed by each of the parties hereto and, so long as the lien of the Lease Indenture remains undischarged, by the Indenture Trustee.

E. Limitation of Liability of Trust Company . It is expressly understood and agreed by the parties hereto that (a) this Bill of Sale is executed and delivered by a representative of the Trust Company, not individually or personally but solely as the Owner Trustee of and on behalf of Mansfield 2007 Trust A under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of Mansfield 2007 Trust A is made and intended not as a personal representation, undertaking and agreement by the Trust Company but for the purpose of binding only Mansfield 2007 Trust A, (c) nothing herein contained shall be construed as creating any liability on the Trust Company individually or personally, to perform any covenant either expressed or implied herein, all such liability, if any, being expressly waived by the parties hereto or by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall the Trust Company be personally liable for the payment of any indebtedness or expenses of Mansfield 2007 Trust A or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Mansfield 2007 Trust A under this Bill of Sale. Notwithstanding the foregoing, the Trust Company is an intended beneficiary of this Bill of Sale.

IN WITNESS WHEREOF, the undersigned have duly executed this Bill of Sale effective as of the date first above written.

	FIRSTENERGY GENERATION CORP.


	By:	/s/ James F. Pearson
		Name: James F. Pearson
		Title: Vice President and Treasurer

	MANSFIELD 2007 TRUST A


	By:	U.S. Bank Trust National Association,not in its individual capacity, but solely as Owner Trustee for the Mansfield 2007 Trust A, a Delaware statutory trust


	By:	/s/ Mildred F. Smith
		Name: Mildred F. Smith
		Title: Vice President

Certificate of Residence

MANSFIELD 2007 TRUST A hereby certifies that its precise residence is c/o U.S. Bank Trust National Association, 300 Delaware Avenue, 9 ^th Floor, Wilmington, Delaware 19801, Attention: Corporate Trust Services.

	U.S.	Bank Trust National Association, not in its individual capacity, but solely as Owner Trustee for the Mansfield 2007 Trust A, a Delaware statutory trust


	____________________________________________
	On behalf of Grantee

STATE OF OHIO	)
	) ss:
COUNTY OF SUMMIT	)

On this _____ day of July, 2007, before me personally appeared James F. Pearson, who acknowledged himself to be the Vice President and Treasurer of FIRSTENERGY GENERATION CORP., an Ohio corporation, and that he as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of such corporation by himself as such officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

[Notarial Seal]	____________________________________________
	Notary Public

My Commission Expires:

STATE OF DELAWARE	)
	) ss:
COUNTY OF NEW CASTLE	)

On this _____ day of July, 2007, before me personally appeared Mildred F. Smith, who acknowledged herself to be the Vice President of U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee of the MANSFIELD 2007 TRUST A, a Delaware statutory trust, and that she as such officer, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of such Owner Trustee by herself as such officer.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

[Notarial Seal]	____________________________________________
	Notary Public

My Commission Expires:

ANNEX A
to the
Bill of Sale

Description of the Facility

1.	One GE indoor type, 3600 rpm, tandem compound, six flow, condensing, single reheat turbine generator having a manufacturer’s rating of 834,846 kW and a rating of 1075 mva at 75 psig hydrogen pressure, 0.85 pf, 0.58 short-circuit ratio, together with associated generator shaft coupled a-c alternator excitor, including power rectifying and voltage regulating equipment, drives, hydrogen seal oil, stator cooling water system, piping, pumps, coolers, controls, instrumentation, and conduits.

2.	One Ingersoll-Rand condenser of multipressure, single pass, divided water construction, with a tube surface of 369,700 square feet, together with associated tubes, water boxes, piping, pumps, conduits and drains.

3.	One hyperbolic, natural draft counterflow cooling tower (manufactured by Research Cottrell) approximately 335 feet in diameter at the base and 225.1 feet in diameter at the top, together with associated piping, pumps, conduits and drains.

4.	Three one-third size high-pressure feedwater heaters and three one-third size, duplex, low-pressure feedwater heaters, together with associated full stream low pressure feedwater heaters, flash tanks, flash tank drains, deaerators, piping, pumps and conduits.

5.	Two half capacity, centrifugal, multistage, double case, barrel type boiler feed pumps, together with associated turbine drives, booster and other pumps, piping, coolers, controls, instrumentation and conduits.

6.	One Foster Wheeler balanced draft, super critical, single reheat, once-through steam generator, together with associated regenerative type air heaters, soot blowing equipment, piping, pumps and conduits.

7.	Eight Foster Wheeler D9F Ball Mill pulverizers, together with associated feeders, hoppers, scales, fans, piping, coolers, wiring, cables and conduits.

8.	Six wet limestone venture scrubbers designed to handle a maximum of 5,000,000 SCFM at 22 feet/sec. with 0.075 lbs/million BTU maximum particulate, together with associated ducts, fans, piping and conduits.

9.	Two forced draft fans of air foil blade, DWDI design, together with associated 9000 hp motors, ducts, piping, preheaters, cables, wires and conduits.

10.	For Unit 1 inside of the common 950 foot high concrete chimney, two specific flues and associated CEMS equipment and instrumentation.

11.	One Westinghouse isolated phase bus rated at 18kV, 65-V, 65-C temperature rise, 110 kV B.I.L., together with associated conductors, piping, cables, wiring and conduits.

12.	Instrumentation and control systems and facilities specific to Unit 1, including without limitation, analog controls, start-stop digital positioning controls, meters, gauges, transducers, transmitters, display and readout panels, racks, indicators, recorders, chemical analyzing equipment, annuciators, printers, CRTs, logs and associated HVAC equipment, cables, wiring and conduits.

13.	B&W Selective Catalytic Reduction (SCR) system with all associated duct work, valves, dampers, ammonia grid, nozzles, piping, local tanks, controls and instrumentation.

14.	Sodium bi-sulfate (SBS) injection system specific to Unit 1 for removal of SO ₃ mist with all necessary lances, nozzles, and independent piping and instrumentation.

15.	One Westinghouse 880 MVA main step up transformer to step up voltage from 18kV to 345kV with all associated pumps, coolers, fans, valves, instrumentation, protective devices, and conductors to the plant switchyard, ending at Unit 1 switchyard disconnects D29 and D35.

16.	Six Westinghouse 10 MVA auxiliary transformers to step down voltage from 18kV to high (13.8kV) and medium (4.16kV) voltage switchgear with all associated, coolers, fans, valves, instrumentation, and protective devices.

17.	Three half-capacity Ingersoll-Rand 54X53S centrifugal circulating water pumps rated at 94,240 gpm with associated piping, conduits, valves and instrumentation.

18.	Balance of Unit Equipment:

	a.	All electrical switchgear (high, medium and low voltage), MCCs, disconnects, conductors, grounding equipment, instrumentation and protective devices specific to Unit 1.

	b.	Atmospheric flash tank

	c.	Flyash removal system

	d.	Bottom ash system

	e.	Water quality sampling system

	f.	Scrubber thickener and misc. support system

	g.	Lime recycle system

	h.	Ignitor oil day tank

	i.	Hydraulic accumulator building (hydraulic equipment for cooling towers)

	j.	Bottom ash sump pit enclosure

	k.	Condensate polishing demineralizing system

	l.	House service water system with pumps, valves, piping controls, instrumentation and corrosion inhibiting system.

ANNEX B
to the
Bill of Sale

Description of the Facility Site

Legal Description of Facility Site:

BEGINNING at a concrete monument a the intersection of the Pennsylvania Power Company’s Bruce Mansfield Plant South property line with the Westerly right-of-way of the New Cumberland and Pittsburgh Railroad (now Penn Central Railroad) said concrete monument bears South 85° 11’ East, a distance of 152.70 feet, and South 33° 16’ East, a distance of 324.80 feet from the Grantor’s Southwest property corner; thence from said concrete monument South 51° 00’ East, a distance of 187.39 feet to a point, said point bears North 51° 00’ West, a distance of 8.00 feet from the East-West baseline column row (P) of the Bruce Mansfield Plant; thence North 39° 00’ East, a distance of 2,010.35 feet to the North-South baseline column row (10) and the true place of beginning of the premises herein to be described and being the Southwest corner of the base of Unit No. 1; thence with the Westerly edge of said base slab and parallel to column row (P) and North 53° 00’ West, a distance of 8.00 feet therefrom; North 39° 00’ East, a distance of 280.00 feet to the Northwest corner of said base slab; thence from the Northwest corner of said base slab, and parallel to column row (I) and North 39° 00’ East, a distance of 6.00 feet therefrom; thence South 51°00’ East, a distance of 164.00 feet to a corner of said slab; thence paralleled to column row (J) and South 51° 00’ East, a distance of 6.00 feet therefrom; thence South 39° 00’ West ,a distance of 26.00 feet to another corner which bears North 39° 00’ East, a distance of 6.00 feet from column row (2); thence continuing with the edge of said base slab and parallel to column row (2) South 51° 00’ East, a distance of 258.75 feet to the northeast corner of said base slab; thence continuing with the edge of said slab and parallel to column row (A) and South 51° 00’ East, a distance of 6.00 feet therefrom, South 39° 00’ West, a distance of 254.00 feet to the Southwest corner of said base slab; thence with the North-South baseline and column row (10), North 51° 00’ West, a distance of 422.75 feet to the Southwest corner of said base slab and the place of beginning, containing 111,643 square feet or 2.563 acres.

Said described lands being referred to as the Bruce Mansfield Unit No. 1 Site.

EXHIBIT 10-6

EXECUTION COPY

FACILITY LEASE AGREEMENT

Dated as of July 1, 2007

between

MANSFIELD 2007 TRUST A,
as Lessor

and

FIRSTENERGY GENERATION CORP.,
as Lessee

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT UNIT 1

CERTAIN OF THE RIGHT, TITLE AND INTEREST OF THE LESSOR IN AND TO THIS LEASE AND THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL SECURITY TO, AND ARE SUBJECT TO A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF, THE BANK OF NEW YORK TRUST COMPANY, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS INDENTURE TRUSTEE UNDER AN INDENTURE OF TRUST, OPEN-END MORTGAGE AND SECURITY AGREEMENT, DATED AS OF THE DATE HEREOF, BETWEEN SAID INDENTURE TRUSTEE, AS SECURED PARTY, AND THE LESSOR, AS DEBTOR. REFER TO SECTION 21 HEREOF FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS COUNTERPARTS HEREOF.

TABLE OF CONTENTS

			Page

SECTION 1. DEFINITIONS			1

SECTION 2. LEASE OF THE UNDIVIDED INTEREST			2

	Section 2.1.	Lease.	2
	Section 2.2.	Personal Property; No Merger.	2

SECTION 3. LEASE TERM AND RENT			2

	Section 3.1.	Basic Term.	2
	Section 3.2.	Rent.	2
	Section 3.3.	Supplemental Rent.	3
	Section 3.4.	Adjustment of Periodic Rent, Termination Amounts and Other Amounts.	4
	Section 3.5.	Manner of Payments.	5

SECTION 4. DISCLAIMER OF WARRANTIES; RIGHT OF QUIET ENJOYMENT			5

	Section 4.1.	Disclaimer of Warranties.	5
	Section 4.2.	Quiet Enjoyment.	7

SECTION 5. RETURN OF THE UNDIVIDED INTEREST			7

	Section 5.1.	Return.	7
	Section 5.2.	Condition Upon Return.	7
	Section 5.3.	Expenses.	9

SECTION 6. LIENS.			10

SECTION 7. MAINTENANCE; REPLACEMENTS OF COMPONENTS			10

	Section 7.1.	Maintenance.	10
	Section 7.2.	Replacement of Components.	11
	Section 7.3.	Environmental Matters.	12

SECTION 8. MODIFICATIONS			13

	Section 8.1.	Required Modifications.	13
	Section 8.2.	Optional Modifications.	14
	Section 8.3.	Title to Modifications.	14

SECTION 9. NET LEASE			15

SECTION 10. EVENTS OF LOSS			16

	Section 10.1.	Occurrence of Events of Loss.	16
	Section 10.2.	Obligation to Repair or Restore.	17
	Section 10.3.	Termination of the Facility Lease.	19
	Section 10.4.	Application of Payments Not Relating to an Event of Loss.	24

SECTION 11. INSURANCE			24

	Section 11.1.	Property Insurance.	24
	Section 11.2.	Liability Insurance.	25
	Section 11.3.	Provisions With Respect to Insurance.	25
	Section 11.4.	Reports.	26
	Section 11.5.	Additional Insurance.	26
	Section 11.6.	Application of Insurance Proceeds.	27

SECTION 12. INSPECTION			27

SECTION 13. TERMINATION OPTION FOR BURDENSOME EVENTS			28

	Section 13.1.	Election to Terminate.	28
	Section 13.2.	Solicitation of Offers; Payments Upon Termination.	29
	Section 13.3.	Procedure for Exercise of Termination Option.	30
	Section 13.4.	Right of Lessor to Retain the Undivided Interest.	31
	Section 13.5.	Certain Conditions to Termination.	32
	Section 13.6.	Revocation of Election to Terminate.	32

SECTION 14. TERMINATION DUE TO LESSOR ACTIONS			32

	Section 14.1.	Termination.	32
	Section 14.2.	Solicitation of Offers.	33
	Section 14.3.	Procedure for Exercise of Termination Option.	35
	Section 14.4.	Right of Lessor to Retain the Undivided Interest.	36
	Section 14.5.	Certain Conditions to Termination.	37
	Section 14.6.	Revocation of Election to Terminate.	37

SECTION 15. LEASE RENEWAL			37

	Section 15.1.	Renewal Terms.	37
	Section 15.2.	Fair Market Value Renewal Terms.	38
	Section 15.3.	Renewal Rent and Termination Amounts for Renewal Term.	38
	Section 15.4.	Determination of Fair Market Rental Value and Fair Market Sales Value.	39

SECTION 16. LEASE EVENTS OF DEFAULT			39

SECTION 17. REMEDIES			41

	Section 17.1.	Remedies for Lease Event of Default.	41
	Section 17.2.	Cumulative Remedies.	44
	Section 17.3.	No Delay or Omission to be Construed as Waiver.	44

SECTION 18. [RESERVED]			44

SECTION 19. LESSEE’S RIGHT TO SUBLEASE			44

SECTION 20. LESSOR’S RIGHT TO PERFORM			45

SECTION 21. SECURITY FOR LESSOR’S OBLIGATION TO THE INDENTURE TRUSTEE; LEASEHOLD MORTGAGE OF LESSEE’S INTEREST IN THE FACILITY LEASE			46

SECTION 22. MISCELLANEOUS			46

	Section 22.1.	Amendments and Waivers.	46
	Section 22.2.	Notices.	46
	Section 22.3.	Survival.	47
	Section 22.4.	Successors and Assigns.	48
	Section 22.5.	Bankruptcy.	48
	Section 22.6.	“True Lease”.	48
	Section 22.7.	Governing Law.	48
	Section 22.8.	Severability.	48
	Section 22.9.	Counterparts.	49
	Section 22.10.	Headings and Table of Contents.	49
	Section 22.11.	Further Assurances.	49
	Section 22.12.	Effectiveness.	49
	Section 22.13.	Separate Legal Obligation.	49
	Section 22.14.	Measuring Life, etc.	49
	Section 22.15.	Limitation of Liability.	49
	Section 22.16.	Entire Agreement.	50

SCHEDULES:

	Schedule 1-A	Rent Payment
	Schedule 1-B	Allocated Rent
	Schedule 1-C	Section 467 Loan Principal Balance; Section 467 Interest
	Schedule 2	Termination Amounts
	Schedule 3	Amounts Used in the Calculation of Special Event Amount
	Schedule 4	Amounts Used in the Calculation of Termination Amounts and PVRR Amounts

iii

FACILITY LEASE AGREEMENT

This FACILITY LEASE AGREEMENT, dated as of July 1, 2007 (as amended, supplemented or otherwise modified from time to time and in accordance with the provisions hereof, this “ Facility Lease ”), between MANSFIELD 2007 TRUST A, a Delaware statutory trust (the “ Lessor ”), and FIRSTENERGY GENERATION CORP., an Ohio corporation (the “ Lessee ”).

WITNESSETH:

WHEREAS , the Lessee has sold and conveyed the Undivided Interest to the Lessor pursuant to the Bill of Sale, provided to the Lessor access to and use of the Ancillary Facilities pursuant to the Support Agreement, and leased the Ground Interest to the Lessor pursuant to the Site Lease;

WHEREAS , the Lessor has purchased the Undivided Interest from the Lessee pursuant to the Bill of Sale and leased the Ground Interest from the Lessee pursuant to the Site Lease, and desires to lease the Undivided Interest and sublease the Ground Interest to the Lessee pursuant to this Facility Lease and the Site Sublease, respectively;

WHEREAS , the Lessee desires to lease the Undivided Interest from the Lessor and sublease the Ground Interest from the Lessor pursuant to this Facility Lease and the Site Sublease, respectively;

WHEREAS , the Facility, as more particularly described in Exhibit A to the Participation Agreement, is located on the Facility Site; and

WHEREAS , the Facility does not include the Facility Site, the Ancillary Facilities, or any part thereof, and no part of the Facility Site or the Ancillary Facilities is being leased to the Lessee under this Facility Lease;

NOW, THEREFORE , in consideration of the foregoing premises, the mutual agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

Capitalized terms used in this Facility Lease, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the Participation Agreement, dated as of June 26, 2007 (the “ Participation Agreement ”), among the Lessee, FirstEnergy Solutions Corp., as Guarantor, the Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Indenture Trustee, and The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Pass Through Trustee. The Rules of Interpretation set forth in Appendix A to the Participation Agreement shall apply to the terms used in and the interpretation of this Facility Lease.

SECTION 2. LEASE OF THE UNDIVIDED INTEREST

Section 2.1. Lease . The Lessor hereby leases the Undivided Interest, upon the terms and conditions set forth herein, to the Lessee, and the Lessee hereby leases the Undivided Interest, upon the terms and conditions set forth herein, from the Lessor, for the Basic Term and, subject to the Lessee’s exercise of its renewal option or options as provided in Section 15 , one or more Renewal Terms.

Section 2.2. Personal Property; No Merger . It is the express intention of the Lessor and the Lessee that title to the Undivided Interest and every portion thereof is severed, and shall be and remain severed from title to the real estate constituting the Facility Site. The Lessor and Lessee intend that the Undivided Interest shall constitute and be characterized as personal property to the maximum extent permitted by Applicable Law. Notwithstanding the foregoing, if any Component or Modification shall nevertheless be deemed to be real property, then this Lease shall be deemed to be two separate Leases, one for the Undivided Interest in that portion of the Components and Modifications as shall be deemed to constitute and be characterized as real property, and one for the Undivided Interest in the remainder of the Components and Modifications. Lessor and Lessee agree, confirm and acknowledge that Lessee’s leasehold interest in the Undivided Interest pursuant to this Facility Lease and Lessee’s fee ownership of the Facility Site are not intended to merge under any circumstance, but to remain separate.

SECTION 3. LEASE TERM AND RENT

Section 3.1. Basic Term . The basic term of this Facility Lease (the “ Basic Term ”) shall commence on the Closing Date and shall terminate at 11:59 p.m. (New York City time) on June 13, 2040; subject to earlier termination pursuant to Section 10 , 13 , 14 or 17 hereof.

Section 3.2. Rent .

(a) The Lessee hereby agrees to pay to the Lessor rent (“ Basic Rent ”) for the lease of the Facility during the Basic Term on each Rent Payment Date in an amount equal to the Purchase Price multiplied by the percentage of the Purchase Price specified in Schedule 1-A for such Rent Payment Date. All Basic Rent payable pursuant to this Section 3.2 shall be payable in the manner set forth in Section 3.5 and shall be adjusted from time to time in accordance with Section 3.4 . Renewal Rent shall be paid in accordance with Section 15.3 hereof. The terms “Basic Rent”, “Renewal Rent” and “Periodic Rent” are intended to constitute “fixed rent” (as such term is defined in Treasury Regulations Section 1.467-1(h)(3)).

(b) The Basic Rent allocated to each period specified on Schedule 1-B (a “ Rent Payment Period ”) for the use by the Lessee of the Undivided Interest shall be the amount set forth in Schedule 1-B hereof (the “ Allocated Rent ”). Notwithstanding that Periodic Rent is payable in accordance with Section 3.2(a) , the Allocated Rent calculated pursuant to this Section 3.2(b) shall represent and be the amount of Periodic Rent for which the Lessee becomes liable for U.S. federal income Tax purposes on account of the use of the Undivided Interest for each calendar year included in whole or in part in the Lease Term. The Allocated Rent is intended to constitute a specific allocation of fixed rent within the meaning of Treasury Regulations Section 1.467-1(c)(2)(ii)(A)(1) and (2).

(c) It is the belief and intention of the Lessor and the Lessee that (i) the Facility Lease does not constitute a “disqualified leaseback or long-term agreement” within the meaning of Section 467(b)(4) of the Code and Treasury Regulations Section 1.467-3(b) and (ii) the Facility Lease provides “adequate interest on fixed rents” by reason of providing for stated interest at a fixed rate of 5.60% per annum (a rate not lower than the applicable Federal rate) within the meaning of Treasury Regulations Section 1.467-2(b). Accordingly, the fixed rent for each Rent Payment Period will be the Allocated Rent. The Allocated Rent shall be adjusted from time to time in accordance with Section 3.4 . Each of the Lessor and the Lessee hereby agree that for U.S. federal, state and local income tax purposes, it will treat the Allocated Rent for each Rent Payment Period as the proper amount of rent to be accrued and, in the case of the Lessor, included in gross income and, in the case of the Lessee, deducted from gross income.

(d) Because there is a difference from time to time during the Lease Term between the amount of fixed rent payable on the first day of a Rent Payment Period and the amount of fixed rent that is accrued as of that day under clause (c) (as provided in the applicable Treasury Regulations), for U.S. federal, state and local income tax purposes, there will be a loan which is deemed to be created under Section 467 of the Code and the Treasury Regulations thereunder (“ Section 467 Loan ”) between the Lessor and the Lessee. The amount of such Section 467 Loan on each Rent Payment Date (the “ 467 Loan Principal Balance ”), and the amount of interest as determined under Section 467 of the Code and the Treasury Regulations thereunder (“ Section 467 Interest ”) accrued in respect of such Loan during each Rent Payment Period, shall be the amounts set forth in Schedule 1-C hereto as adjusted from time to time in accordance with Section 3.4 . Each of the Lessor and the Lessee hereby agrees that for U.S. federal, state and local income tax purposes, (i) it will treat the Section 467 Loan as a loan, (ii) if the 467 Loan Principal Balance is negative within the meaning of Treasury Regulations Section 1.467-4(a), such 467 Loan Principal Balance (the “ Lessor 467 Loan Principal Balance ”) shall be treated as a loan from the Lessee to the Lessor and (iii) if the 467 Loan Principal Balance is positive within the meaning of Treasury Regulations Section 1.467-4(a), such 467 Loan Principal Balance (the “ Lessee 467 Loan Principal Balance ”) shall be treated as a loan from the Lessor to the Lessee. In any Rent Payment Period in which there is a Lessor 467 Loan Principal Balance, the Lessor shall accrue and deduct interest expense, and the Lessee shall accrue and take into income interest income, in each case in an amount equal to the amount set forth for such Rent Payment Period on Schedule 1-C (the “ Lessor 467 Loan Interest ”) and in any Rent Payment Period in which there is a Lessee 467 Loan Principal Balance, the Lessor shall accrue and take into income the interest income and the Lessee shall accrue and deduct interest expense, in each case in an amount equal to the amount set forth for such Rent Payment Period on Schedule 1-C (the “ Lessee 467 Loan Interest ”), as adjusted from time to time in accordance with Section 3.4 . In no event shall any principal or interest on any Section 467 Loan be separately payable as such, it being agreed and understood that these items represent characterizations for income tax purposes only and that all Section 467 Loan principal and interest is already included as part of or as an offset to the Basic Rent, PVRR Amounts and Termination Amounts set forth on Schedule 1-A and Schedule 2 , as applicable, and no additional amount is payable and no further adjustment shall be made to reflect any principal or interest on any Section 467 Loan.

Section 3.3. Supplemental Rent . The Lessee also agrees to pay, on an After-Tax Basis (except with respect to the Termination Amount), to the Lessor, or to any other Person entitled thereto as expressly provided herein or in any other Operative Document, as appropriate, any and

all Supplemental Rent, promptly as the same shall become due and owing, or where no due date is specified, promptly after demand by the Person entitled thereto, and in the event of any failure on the part of the Lessee to pay any Supplemental Rent, the Lessor shall have all rights, powers and remedies provided for herein or by law or equity or otherwise for the failure to pay Periodic Rent. The Lessee agrees to pay, on an After-Tax Basis, as Supplemental Rent, when due any and all Special Event Amounts. The Lessee will also pay as Supplemental Rent, to the extent permitted by Applicable Law, an amount equal to interest at the applicable Overdue Rate (computed on the basis of a 360-day year of twelve 30-day months) on any part of any payment of Periodic Rent not paid when due for any period for which the same shall be overdue and on any Supplemental Rent not paid when due (whether on demand or otherwise) for the period from such due date until the same shall be paid. All Supplemental Rent to be paid pursuant to this Section 3.3 shall be payable in the manner set forth in Section 3.5 .

Section 3.4. Adjustment of Periodic Rent, Termination Amounts and Other Amounts .

(a) The amounts shown on the schedules hereto as Periodic Rent, Allocated Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest, Lessee 467 Loan Interest, Termination Amounts and the amounts shown in Schedule 3 and Schedule 4 hereof (collectively, the “ Rent Factors ”) shall be adjusted, either upwards or downwards, in the amounts agreed by the Lessee and Owner Participant in connection with the issuance of any Additional Notes pursuant to Section 2.12 of the Indenture in connection with (i) a refinancing of the Notes pursuant to Section 11.2 of the Participation Agreement, or (ii) the financing of Modifications to the Facility pursuant to Section 11.1 of the Participation Agreement. The Rent Factors will also be adjusted in the manner specified in Section 3.4(c) in the event of any change in the interest rate on the Notes in connection with a Non-Registration Event.

(b) Anything herein or in any other Operative Document to the contrary notwithstanding, Basic Rent payable on any Rent Payment Date hereunder, whether or not adjusted in accordance with this Section 3.4 , shall be in an amount at least sufficient to pay in full the scheduled payments required to be made in respect of principal of, and all accrued and unpaid interest, on the Notes due and payable on such Rent Payment Date. Anything herein or in any other Operative Document to the contrary notwithstanding, Termination Amounts and PVRR Amounts payable on any date under this Facility Lease, whether or not adjusted in accordance with this Section 3.4 , shall be in an amount at least sufficient to pay the amount in Column 1 of Schedule 4 hereof corresponding to such date.

(c) Any adjustment pursuant to the first sentence of Section 3.4(a) shall be computed by the Owner Participant on the same basis that was used or referred to in calculating the Basic Rent and the Termination Amounts and the amounts shown in Schedule 3 and Schedule 4 hereof, subject to the mutual agreement of the Owner Participant and the Lessee. Any adjustment to the Rent Factors pursuant to the last sentence of Section 3.4(a) will be calculated by the Owner Participant so as to preserve the Owner Participant’s Net Economic Return without altering the credit profile such that the Termination Amount as set forth in Schedule 2 on any Termination Date while the Notes are outstanding shall not increase by more than 1% of the Purchase Price, provided, however, that each adjustment of Basic Rent, Allocated Rent, Lessor 467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467

Loan Interest shall comply with the requirements of Revenue Procedure 2001-28, as modified and as in effect at the time of such adjustment, and Section 467 of the Code and any proposed, temporary or final regulations thereunder as in effect at the time of such adjustment, and shall not cause the Facility Lease to be a “disqualified leaseback or long-term agreement” within the meaning of Section 467 of the Code and any such regulations thereunder.

(d) If an adjustment is made pursuant to Section 3.4 , the provisions of Section 3.2(a) through (d) and the Schedules referred to therein and attached to this Facility Lease and Schedule 3 and Schedule 4 hereof shall be modified to reflect such adjustments and the application of Section 467 of the Code and the Treasury Regulations thereunder to such adjustments.

Section 3.5. Manner of Payments . All Rent (whether Basic Rent, Renewal Rent or Supplemental Rent) shall be paid by the Lessee in lawful currency of the United States of America in immediately available funds to the recipient not later than 11:00 a.m. (New York City time) on the date due. If any Rent is due on a day which is not a Business Day, payment thereof shall be made on the next succeeding Business Day with the same effect as if made on the date on which such payment was due. All Rent payable to the Lessor (other than Excepted Payments) shall be paid by the Lessee to the Lessor at its account specified on Schedule 1-A , or to such other place as the Lessor shall notify the Lessee in writing; provided, however , that so long as the Lien of the Indenture has not been discharged, the Lessor hereby irrevocably directs (it being agreed and understood that such direction shall be deemed to have been revoked after the Notes shall have been paid in full and the Lien of the Indenture shall have been fully discharged in accordance with its terms), and the Lessee agrees, that all payments of Rent (other than Excepted Payments) payable to the Lessor shall be paid by wire transfer directly to the Indenture Trustee’s Account or to such other place as the Indenture Trustee shall notify the Lessee in writing pursuant to the Participation Agreement. Payments constituting Excepted Payments shall be made to the Person entitled thereto at the address for such Person set forth in the Participation Agreement, or to such other place as such Person shall notify the Lessee in writing.

SECTION 4. DISCLAIMER OF WARRANTIES; RIGHT OF QUIET ENJOYMENT

Section 4.1. Disclaimer of Warranties .

(a) Without waiving any claim the Lessee may have against any manufacturer, vendor or contractor, THE LESSEE ACKNOWLEDGES AND AGREES, SOLELY FOR THE BENEFIT OF THE LESSOR AND THE OWNER PARTICIPANT, THAT (i) THE FACILITY AND EACH COMPONENT THEREOF ARE OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE ACCEPTABLE TO THE LESSEE, (ii) THE LESSEE IS SATISFIED THAT THE FACILITY AND EACH COMPONENT THEREOF ARE SUITABLE FOR THEIR RESPECTIVE PURPOSES, (iii) NEITHER THE LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF SUCH KIND, (iv) THE UNDIVIDED INTEREST IS LEASED HEREUNDER TO THE EXTENT PROVIDED HEREBY FOR THE BASIC TERM AND THE RENEWAL TERMS, IF ANY, SPECIFIED HEREIN SUBJECT TO ALL APPLICABLE LAWS NOW IN EFFECT OR HEREAFTER ADOPTED, INCLUDING, WITHOUT LIMITATION, (A) ZONING REGULATIONS, (B) ENVIRONMENTAL LAWS OR (C) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART THEREOF WHEN THE SAME FIRST BECAME SUBJECT

TO THIS FACILITY LEASE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND BY THE LESSOR OR THE OWNER PARTICIPANT, EXCEPT AS EXPRESSLY PROVIDED IN THE OPERATIVE DOCUMENTS WITH RESPECT TO LESSOR’S LIENS AND OWNER PARTICIPANT’S LIENS, RESPECTIVELY, AND (v) THE LESSOR LEASES FOR THE BASIC TERM AND THE RENEWAL TERMS, IF ANY, SPECIFIED HEREIN AND THE LESSEE TAKES THE UNDIVIDED INTEREST UNDER THIS FACILITY LEASE “AS-IS”, “WHERE-IS” AND “WITH ALL FAULTS”, AND THE LESSEE ACKNOWLEDGES THAT NEITHER THE LESSOR NOR THE OWNER PARTICIPANT MAKES NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION OR MERCHANTABILITY THEREOF OR AS TO THE TITLE OF THE FACILITY, THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS, FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO, except that the Lessor represents and warrants that on the Closing Date, the Undivided Interest will be free of Lessor’s Liens. It is agreed that all such risks, as between the Lessor and the Owner Participant on the one hand and the Lessee on the other hand are to be borne by the Lessee with respect to acts, occurrences or omissions during the Lease Term. Neither the Lessor nor the Owner Participant shall have any responsibility or liability to the Lessee or any other Person with respect to any of the following: (1) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Facility or any Component or by any inadequacy thereof or deficiency or defect therein or by any other circumstances in connection therewith; (2) the use, operation or performance of the Facility or any Component or any risks relating thereto; or (3) the delivery, operation, servicing, maintenance, repair, improvement or replacement of the Facility or any Component. The provisions of this Paragraph (a) of this Section 4.1 have been negotiated and, except to the extent otherwise expressly stated in any Operative Document, the foregoing provisions are intended to be a complete exclusion and negation of any representations or warranties of the Lessor or the Owner Participant, express or implied, with respect to the Facility, any Components or the Undivided Interest that may arise pursuant to any Applicable Law now or hereafter in effect, or otherwise.

(b) During the Lease Term, so long as no Lease Event of Default shall have occurred and be continuing, the Lessor hereby appoints irrevocably and constitutes the Lessee its agent and attorney-in-fact, coupled with an interest, to assert and enforce, from time to time, in the name and for the account of the Lessor and the Lessee, as their interests may appear, but in all cases at the sole cost and expense of the Lessee, whatever claims and rights the Lessor may have in respect of the Facility, the Undivided Interest or any Component against any manufacturer, vendor or contractor, or under any express or implied warranties relating to the Facility, the Undivided Interest or any Component. Notwithstanding the foregoing, none of the powers or rights conferred upon the Lessee in this Section 4.1 may be exercised by the Lessee, and the Lessor shall be entitled to assert and enforce such powers and rights, if at such time a Lease Event of Default shall have occurred and be continuing.

Section 4.2. Quiet Enjoyment . The Lessor agrees that, notwithstanding any provision of any other Operative Document, so long as no Lease Event of Default shall have occurred and be continuing and the Lessor (or the Indenture Trustee (as assignee of the Lessor)) has not commenced the exercise of its remedies set forth in Section 17 that it may have as a result thereof, none of the Lessor, the Owner Participant, or any of either of their respective Affiliates or Related Parties, shall take or cause to be taken any action or direct that any action be taken that would interfere with or interrupt the quiet enjoyment of the use, operation and possession by the Lessee of its rights and interests in the Undivided Interest subject to the terms of this Facility Lease.

SECTION 5. RETURN OF THE UNDIVIDED INTEREST

Section 5.1. Return . Unless the Undivided Interest is being transferred to the Lessee pursuant to Section 10 , 13 or 14 of this Facility Lease or is otherwise transferred to or acquired by the Lessee pursuant to any Operative Document, the Lessee, at its own expense, shall return the Undivided Interest (together with all Required Modifications and non-Severable Modifications, and books and records relating to the Undivided Interest, title to each of which shall vest in the Lessor or its designee, transferee or assignee) to the Lessor or any designee, transferee or assignee of the Lessor at the expiration of the Lease Term (or earlier than such date if required pursuant to the provisions of this Facility Lease) (the “ Date of Return ”) by surrendering the Undivided Interest into the possession of the Lessor or such designee, transferee or assignee at the location of the Facility on the Facility Site.

Section 5.2. Condition Upon Return . On the Date of Return, the Lessee agrees that the following conditions (the “ Return Conditions ”) shall be satisfied (unless waived by the Lessor), whereupon this Facility Lease shall terminate:

(a) the Undivided Interest shall be returned to the Lessor free and clear of all Liens (other than Permitted Liens of the type described in clauses (a) (but only in respect of taxes attributable to periods following the Date of Return), (d) , (e) , (f) or (g) of the definition thereof) and the Facility and the Ancillary Facilities shall be in good working order and maintained in accordance with the standards required under Section 7 hereof as of and on the date returned;

(b) the Lessee shall deliver to the Lessor any manuals, books, records and contracts necessary or commercially advisable for the use of the Facility(except to the extent that such manuals, books, records or contracts relate to other facilities owned or operated by the Lessee and cannot be copied; provided that in the event that such manuals, books, records or contracts relate to another such facility and cannot be copied, such manuals, books, records and contracts are otherwise freely available to the Lessor pursuant to the terms of the Support Agreement or through other arrangements satisfactory to the Owner Participant);

(c) the Facility shall have at least the capability and the functional ability to generate electricity, on a continuous basis in normal commercial operating conditions, substantially at the rating for which it was designed (i) after taking into account normal performance degradation as a function of (A) time, (B) ordinary wear and tear and (C) all Required Modifications to the Facility made in accordance with this Facility Lease, and (ii) without derogation of the provisions of Section 7.1 or 7.3 , in compliance with all Environmental Laws, Permits, the

Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity;

(d) the Lessee shall cooperate with, and assist, the Lessor with all reasonable requests of Lessor for the purposes of enabling the Lessor, to the extent permitted by Applicable Law, to obtain all environmental credits, benefits, offsets and allowances (including emission allowances under either Title IV of the Federal Clean Air Act (42 U.S.C. § 7401 et seq .), any applicable emission budget programs or any other state, regional or federal emission trading program) available under Environmental Laws and attributable to the Undivided Interest on a prospective basis at the Lessor’s expense;

(e) the Lessee shall, to the extent permitted by Applicable Law, reasonably cooperate with, and assist, the Lessor (including cooperating with all reasonable requests of the Owner Participant, the Lessor or its designee, transferee or assignee) to enable the Lessor or its designee, transferee or assignee to obtain, by assignment or otherwise, or to become a co-permittee in respect of, to the extent permitted by the provisions of such Permits, an undivided interest equal to the Lessor’s Percentage in all Permits of any Governmental Entities, and all filings with and authorizations from the Midwest Independent System Operator or any applicable regional transmission organization or independent system operator, in each case that are or will be required as of the Date of Return by Applicable Law or are otherwise necessary or advisable to be obtained by Owner Participant, the Lessor or its designee, transferee or assignee in connection with its use, ownership, operation and maintenance of the Undivided Interest, the Ground Interest and the Ancillary Facilities Interest on or after such Return Date. Each party shall be responsible for its own costs and expenses in connection with the activities contemplated by this Section 5.2(e) ;

(f) the Lessee, at the request of the Lessor, shall sell to the Lessor or its designee, transferee or assignee at the then fair market value thereof, determined by agreement between the Lessee and the Lessor or, absent such agreement, by an appraisal (the fees and expenses to be for the account of the Lessee) conducted according to the Appraisal Procedure, an undivided interest equal to the Lessor’s Percentage in (i) the Lessee’s right, title and interest in and to any or all Severable Modifications made to the Facility that are owned by the Lessee, and (ii) any and all supplies, spare parts, consumables, safety equipment, and other parts or materials that are on the Facility Site; and

(g) the Lessee shall deliver to the Lessor and the Owner Participant a report of a Phase I Environmental Survey of the Facility and the Facility Site and, if as a result of such survey, facts are revealed that would reasonably necessitate a report of a Phase II Environmental Survey, a Phase II Environmental Survey, not later than 12 months prior to the Date of Return or, in connection with a return other than pursuant to Section 5.1 , not later than the date such Undivided Interest is returned. The Phase I Environmental Survey shall evaluate the environmental condition of and the presence or absence of any Environmental Conditions at the Facility and the Facility Site following, at a minimum, the ASTM Standard Practice – Phase I Environmental Site Assessment Process, and include an audit of the compliance of the Facility and Facility Site with applicable Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity. The surveys shall be conducted and prepared by a reputable and nationally recognized

environmental consulting firm (selected by the Lessee and reasonably acceptable to the Owner Participant) and be in form and scope reasonably satisfactory to the Owner Participant. The Phase I Environmental Survey and, if necessary, the Phase II Environmental Survey, shall be completed not more than ninety (90) days prior to the date the reports of the surveys are provided to the Lessor and Owner Participant. The cost and expense of preparing and providing such surveys shall be for the account of the Lessee. If, as a result of either such survey, any action (including, any cleaning, investigation, abatement, correction, removal or remediation) is required in order that the Facility and the Facility Site are in compliance with applicable Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, and the Return Conditions, the Lessee shall, at its own expense, (i) provide the Owner Participant and, so long as the Notes are outstanding and the Lien of the Indenture shall not have been discharged, the Indenture Trustee, within 90 days after the Lessee has delivered, or caused to be delivered, to the Lessor the surveys, with a plan, reasonably satisfactory to the Owner Participant and, if applicable, the Indenture Trustee, detailing actions required for the Facility and the Facility Site to be returned in compliance with the Return Conditions and applicable Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, and (ii) complete all actions under the plan as promptly as is reasonably practicable and without materially adversely affecting the continued operation of the Facility. The actions referred to in this Section 5.2(g) shall be completed prior to the expiration of the Basic Term or any then existing Renewal Term or early termination thereof, as applicable, in compliance with Environmental Laws, Permits, the Consent Decree and any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity; provided, however , if any such action cannot reasonably be completed prior to the expiration or early termination of such Lease Term, and if continued operation of the Facility would not reasonably be expected to result in strict liability being imposed upon the Lessor, the Owner Participant, the OP Guarantor or the Lessee, and if the Guarantor, on the Date of Return, is rated not less than Investment Grade, then the Lessee shall complete such action as promptly thereafter as is reasonably practicable during the period of such action following the end of such Lease Term, and provided, further that any such action shall be completed no later than twelve months after the Date of Return. Neither the provision of the surveys contemplated by this Section 5.2(g) , nor any other provision of this Section 5.2(g) , shall alter the obligations of any party to the Operative Documents, including those set forth in Sections 5 and 9.1 of the Participation Agreement. The obligations of the Lessee set forth in this Section 5.2(g) shall survive the termination of this Facility Lease and the expiration of the applicable Lease Term.

Nothing herein contained shall obligate the Lessor to remove the Facility or the Ancillary Facilities or any portion thereof from the Facility Site. Failure to satisfy the conditions for the return of the Undivided Interest, the Ground Interest and the Ancillary Facilities Interest set forth above shall constitute a Lease Event of Default. The Site Lease, Support Agreement and the Ancillary Facilities Lease shall not terminate solely as a result of a return of the Undivided Interest pursuant to this Section 5 , but shall continue and the Lessee shall continue to be obligated under such agreements, as applicable, in accordance with their respective terms.

Section 5.3. Expenses . Except as otherwise indicated in this Section 5 , the Lessee shall pay or reimburse, or cause to be paid or reimbursed, on an After Tax Basis, on demand, all reasonable and documented costs and expenses incurred by the Lessor or the Owner Participant in

connection with any return contemplated by this Section 5 , provided, however, that such expenses shall not be required to be paid in connection with any return with respect to which the Lessee is required to pay the PVRR Amount.

SECTION 6. LIENS.

During the Lease Term, the Lessee will not, directly or indirectly, create, incur, assume or suffer to exist (and will promptly, at its own cost and expense, remove and indemnify the other Transaction Parties in respect of) any Lessee Liens, except for Permitted Liens.

SECTION 7. MAINTENANCE; REPLACEMENTS OF COMPONENTS

Section 7.1. Maintenance . The Lessee shall, at its own cost and expense, including, without limitation, through the exercise of all of its rights, powers, elections and options under the Operating Agreement, cause (a) the Facility and the Ancillary Facilities to be maintained such that the Facility and the Ancillary Facilities may be operated (i) in accordance with Prudent Industry Practice; (ii) in compliance with all Applicable Laws, rules and regulations of any Governmental Entity having jurisdiction, including the Consent Decree, any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, Permits and Environmental Laws; (iii) in accordance with the terms of all insurance policies required to be maintained under this Facility Lease and the Operating Agreement; (iv) without discriminating against the Facility solely because the Undivided Interest is leased to and not owned by the Lessee; and (v) in accordance with such operating standards as shall be required to take advantage of and enforce all available warranties and consistent with the recommendations of the manufacturers, except that in the case of clause (a)(ii) (other than in respect of the Consent Decree) to the extent any failure to do so would not reasonably be expected to result in a Material Adverse Effect and the conditions described in the last paragraph of this Section 7.1 are complied with and (b) to be made all repairs, renewals, replacements, betterments and improvements to the Facility and the Ancillary Facilities, all as in the reasonable good faith judgment of the Lessee may be necessary or commercially advisable so that the Facility and the Ancillary Facilities may be operated in accordance with its intended purpose, in each case consistent with (x) clauses (i) through (v) above, (y) the terms and conditions set forth in the Operating Agreement, as the same may be amended from time to time as provided in the Support Agreement and (z) the estimated remaining economic useful life of the Facility as set forth in the Engineering Report and Closing Appraisal (it being understood and agreed that the timing of such repairs, renewals, replacements, betterments and improvements shall be in the sole discretion of the Lessee). Subject to the foregoing, the determination of the appropriate course of action in maintenance will be within the sole discretion of the Lessee, and the Lessee shall not be required to consult with the Owner Participant or the Lessor with regard thereto.

The Lessee shall not be required to comply with clause (a)(ii) of this Section 7.1 so long as (a) it is contesting the application thereof in good faith and through appropriate proceedings, (b) there is no material risk of the imposition of any sanction on any of the Lessor, the Owner Participant or, if applicable, OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee as a result of such non-compliance, (c) there is no material risk that such non-compliance would subject the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding

and the Lien of the Indenture has not been discharged) the Indenture Trustee to material civil liability, (d) there is no material risk that such non-compliance would subject the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee to criminal liability and (e) there is no material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien, other than a Permitted Lien, on, any part of the Undivided Interest, the Ground Interest or the Ancillary Facilities Interest or the impairment of the use, operation or maintenance of the Undivided Interest, the Ground Interest or the Ancillary Facilities Interest in any material respect or any material adverse effect on the right, title and interest of the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee in or to the Undivided Interest, the Ground Interest or the Ancillary Facilities Interest or the coverage under the provisions of any insurance policy required to be carried pursuant to this Facility Lease or the Operating Agreement.

Section 7.2. Replacement of Components . In the ordinary course of maintenance, service, repair or testing, the Lessee, at its own cost and expense, may remove or cause to be removed from the Facility or the Ancillary Facilities any Component; provided, however , that the Lessee shall (x) cause such Component to be replaced as soon as commercially practicable by a replacement Component which shall be free and clear of all Liens (except Permitted Liens) and shall be in as good operating condition as the Component replaced, assuming such replaced Component was maintained in accordance with the terms of this Facility Lease, and (y) cause such replacement to be performed in a manner that does not diminish the current or residual value, utility or remaining economic useful life of the Facility or the Ancillary Facilities by more than a de minimis amount (as measured immediately prior to such replacement, assuming the Facility and the Ancillary Facilities are, at such time, in the condition required by the terms of this Facility Lease) or cause the Facility to become “limited use” property within the meaning of Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev. Proc. 2001-29, 2001-19 I.R.B. 1160 (each such replacement Component being herein referred to as a “ Replacement Component ”). An undivided interest equal to the Lessor’s Percentage in each Component at any time removed from the Facility shall remain subject to this Facility Lease, wherever located, until such time as such Component shall be replaced by a Replacement Component which has been incorporated in the Facility and which meets the requirements for Replacement Components specified above. Immediately upon any Replacement Component becoming incorporated in the Facility or the Ancillary Facilities, without further act (and at no cost to the Lessor and with no adjustment to the Purchase Price or Rent Factors), (a) the replaced Component shall no longer be subject to this Facility Lease or the Lien of the Indenture, (b) title to the Lessor’s undivided interest equal to the Lessor’s Percentage in the removed Component (or, in the case of a Component of the Ancillary Facilities, the Lessor’s leasehold interest in such Component) shall thereupon vest in the Lessee or such other Person as shall be designated by the Lessee, free and clear of all rights of the Lessor and the Indenture Trustee, and (c) title to an undivided interest equal to the Lessor’s Percentage in the Replacement Component (or, in the case of a Replacement Component in respect of the Ancillary Facilities, an applicable undivided leasehold interest in such Replacement Component) shall thereupon vest with the Lessor and such undivided interest shall (i) become subject to this Facility Lease and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Lien of the Indenture, and (ii) be deemed a part of the Facility and the Undivided Interest or the Ancillary Facilities and the Ancillary Facilities Interest, as the

case may be, for all purposes of this Facility Lease. Notwithstanding anything in this Section 7.2 or elsewhere in this Facility Lease to the contrary, if the Lessee has determined that a Component is surplus or obsolete, it shall have the right to remove such Component without replacing it; provided, that no such Component may be so removed without being replaced if such removal would diminish by more than a de minimis amount (as measured immediately prior to such removal, assuming the Facility and the Ancillary Facilities are, at such time, in the condition required by the terms of this Facility Lease) the current or residual value, the utility or the remaining economic useful life of the Facility as a whole or cause the Facility to become “limited use” property within the meaning of Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev. Proc. 2001-29, 2001-19 I.R.B. 1160.

Section 7.3. Environmental Matters . The Lessee will, at its own expense:

(a) comply with all Environmental Laws applicable to the Facility, the Ancillary Facilities or the Facility Site, including without limitation the Consent Decree, any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect or give rise to any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on, the Facility, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility or the Facility Site in any material respect, (2) risk of criminal or material civil liability being incurred by the Lessor, the Owner Participant or, if applicable, the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of the Lessor, the Owner Participant or, if applicable, the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee (including, without limitation, subjecting any such Person to regulation as a public utility under any Applicable Law);

(b) obtain and maintain in full force and effect and timely apply for the renewal of all necessary Permits required under any applicable Environmental Law in connection with the use, operation and maintenance of the Facility, the Ancillary Facilities and the Facility Site and operate the Facility and the Ancillary Facilities in compliance with such Permits, except where any failure to obtain, maintain, renew or comply with such Permits would not reasonably be expected to have a Material Adverse Effect or give rise to any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on, the Facility, the Undivided Interest, the Ancillary Facilities or the Facility Site or the impairment of the use, operation or maintenance of the Facility, the Ancillary Facilities or the Facility Site in any material respect, (2) risk of criminal or material civil liability being incurred by the Lessor, the Owner Participant or, if applicable, the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of the Lessor, the Owner Participant or, if applicable, the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee (including, without limitation, subjecting any such Person to regulation as a public utility under any Applicable Law);

(c) conduct and complete, at no cost and expense to the Owner Participant or the Lessor, any investigation, study, sampling, monitoring and testing and undertake any cleanup, removal, remediation, correction, mitigation, response or other action required by a Governmental Entity, the Consent Decree, any other administrative or judicial orders, agreements or decrees by, with or of any Governmental Entity or any Permits, or otherwise required under any applicable Environmental Law to abate, correct, remove and clean up any Environmental Condition at or affecting the Facility, the Ancillary Facilities or the Facility Site; and

(d) as soon as possible and in any event within thirty Business Days of the Lessee obtaining Actual Knowledge thereof, provide the Lessor with notice of any pending or threatened material Environmental Claim involving the Facility, the Ancillary Facilities or the Facility Site that would reasonably be expected to have a Material Adverse Effect on the Lessee or give rise to any (1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on, the Facility, the Ancillary Facilities, the Undivided Interest or the Facility Site or the impairment of the use, operation or maintenance of the Facility, the Ancillary Facilities or the Facility Site in any material respect, (2) risk of criminal or material civil liability being incurred by the Lessor, the Owner Participant or the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates, or (3) material risk of any material adverse effect on the interests of the Lessor, the Owner Participant or the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee or the Pass Through Trustee or any of their respective Affiliates (including, without limitation, subjecting any such Person to regulation as a public utility under any Applicable Law).

SECTION 8. MODIFICATIONS

Section 8.1. Required Modifications . The Lessee, at its own cost and expense, shall make or cause to be made all Modifications and modifications to the Ancillary Facilities as are required by (x) Applicable Law or by any Governmental Entity having jurisdiction, (y) any insurance policy required to be maintained by the Lessee under any Operative Document, or (z) the terms of any Operative Document (each, a “ Required Modification ”); provided , however , that the Lessee may, in good faith and by appropriate proceedings, diligently contest the validity or application of any Applicable Law in any reasonable manner which does not involve any (a) material risk of the imposition of any sanction on the Lessor, the Owner Participant or, if applicable the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee as a result of such non-compliance, (b) material risk that such non-compliance would subject the Lessor, the Owner Participant or, if applicable, the OP Guarantor, or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee to material civil liability, (c) material risk that such non-compliance would subject the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the Lien of the Indenture has not been discharged) the Indenture Trustee to criminal liability and (d) material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on, any part of the Undivided Interest or the impairment of the use, operation or maintenance of the Undivided Interest in any material respect or any material adverse effect on the right, title and interest of the Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes are outstanding and the

Lien of the Indenture has not been discharged) the Indenture Trustee in or to the Undivided Interest or the coverage under the provisions of any insurance policy required to be maintained pursuant to this Facility Lease; provided further , that no such contest may extend beyond the expiration or earlier termination of this Facility Lease.

Section 8.2. Optional Modifications . The Lessee at any time may, at its own cost and expense, make or cause to be made any Modification as the Lessee in good faith considers desirable in the proper conduct of its business (any such non-Required Modification being referred to as an “ Optional Modification ”); provided that no Optional Modification shall (i) decrease the fair market value, remaining economic useful life or utility of the Facility by more than a de minimis amount (as measured immediately prior to the making of such Optional Modification, assuming the Facility is, at such time, in the condition required by the terms of this Facility Lease) below the then current fair market value, remaining economic useful life or utility thereof immediately prior to such Optional Modification, or (ii) cause the Facility to become “limited use” property, within the meaning of Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev. Proc. 2001-29, 2001-19 I.R.B. 1160.

Section 8.3. Title to Modifications .

(a) Required and non-Severable Modifications. Title to an undivided interest equal to the Lessor’s Percentage in (i) all Required Modifications, and (ii) all non-Severable Modifications shall (at no cost to the Lessor and with no adjustment to the Purchase Price or, except as expressly provided herein, Rent Factors) immediately vest in the Lessor, and such undivided interest shall immediately (y) become subject to this Facility Lease and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Lien of the Indenture, and (z) be deemed part of the Facility and the Undivided Interest for all purposes of this Facility Lease. The Lessee, at its own cost and expense, shall take such steps as the Lessor and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee may reasonably require from time to time to confirm that title in such undivided interest has vested in the Lessor and that such undivided interest is subject to this Facility Lease and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Lien of the Indenture.

(b) Severable Modifications. The Lessee shall retain ownership and title to all Optional Modifications which are Severable Modifications (other than Severable Modifications which are financed by the Lessor pursuant to Section 11.1 of the Participation Agreement) and no interest in such Severable Modifications shall vest in the Lessor or become subject to this Facility Lease or the Lien of the Indenture; provided, however , that upon the return of the Undivided Interest to the Lessor pursuant to Section 5.1 hereof, the Lessor shall have the right to purchase an undivided interest equal to the Lessor’s Percentage of such Severable Modifications at their then fair market value in cash paid to the Lessee as of and on the Date of Return or if the Lessor does not elect either to purchase any such Severable Modification and to the extent that such Severable Modification is necessary or commercially advisable for the economic operation of the Facility, then, to the same extent, such Severable Modification shall be included in and made available to the Lessor through an amendment to the Support Agreement. If the Lessor does not elect to either purchase such Severable Modifications or the Lessee does not make such Severable Modifications available through the Support Agreement (subject to the terms set forth

in Section 4 of the Support Agreement, mutatis mutandis ), the Lessee may remove such Severable Modifications at the end of the Lease Term. The Lessee shall repair any damage to the Facility and the Facility Site caused by such removal, all at the Lessee’s cost and expense. If the Lessee shall have failed to remove any Optional Modification which is a Severable Modification, or make available through the Support Agreement, as above provided prior to the return of the Undivided Interest pursuant to Section 5.1 , title to an undivided interest equal to the Lessor’s Percentage in such Optional Modification shall (at no cost to the Lessor, the Owner Participant or, if applicable, the OP Guarantor) vest in the Lessor.

SECTION 9. NET LEASE

This Facility Lease is a “net lease” and the Lessee’s obligation to pay all Rent payments payable hereunder (and all amounts, including the PVRR Amount or Termination Amount, in lieu of Periodic Rent following termination of this Facility Lease) shall be absolute and unconditional under any and all circumstances and shall not be terminated, extinguished, diminished, lost or otherwise impaired by any circumstance of any character, including by (a) any setoff, counterclaim, recoupment, defense or other right which the Lessee may have against the Lessor, the Owner Participant, the OP Guarantor, the Indenture Trustee, the Pass Through Trustee or any other Person, including any claim as a result of any breach, default or misrepresentation by any of said parties of any covenant or provision in this Facility Lease or any other Operative Document, (b) any lack or invalidity of title or any defect in the title, condition, design, operation, merchantability or fitness for use of the Facility, the Ancillary Facilities, the Generating Station, the Undivided Interest, or any Component, or any eviction by paramount title or otherwise, or any unavailability of the Facility, the Ancillary Facilities, the Facility Site, the Undivided Interest, the Ground Interest, any Component or any part of any of the foregoing, (c) any loss or destruction of, or damage to, the Facility, the Ancillary Facilities, the Undivided Interest, any Component or any part of any of the foregoing, or interruption or cessation in the use or possession thereof or any part thereof by the Lessee or any sublessee for any reason whatsoever and of whatever duration, (d) the condemnation, requisitioning, expropriation, seizure or other taking of title to or use of the Facility, the Ancillary Facilities, the Generating Station, the Facility Site, the Undivided Interest, the Ground Interest, any Component or any part of any of the foregoing, by any Governmental Entity or otherwise, (e) the invalidity or unenforceability or lack of due authorization or other infirmity of this Facility Lease or any other Operative Document, (f) the lack of right, power or authority of the Lessor to enter into this Facility Lease or any other Operative Document, (g) any ineligibility of the Facility, the Ancillary Facilities, the Undivided Interest, or any Component for any particular use, whether or not due to any failure of the Lessee to comply with any Applicable Law, (h) any event of “force majeure” or any frustration of purpose, (i) any legal requirement similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, (j) any insolvency, bankruptcy, reorganization or similar proceeding by or against the Lessee or any other Person, (k) any Lien of any Person with respect to the Facility, the Ancillary Facilities, the Facility Site, the Undivided Interest, the Ground Interest, any Component or any part of any of the foregoing, (l) the termination or loss of the Facility, the Ancillary Facilities, the Facility Site, the Undivided Interest, the Ground Interest, any Component or any part of any of the foregoing, any other lease, sublease, right-of-way, easement or other interest in personal or real property upon or to which any portion of the Facility or the Ancillary Facilities is located, attached or appurtenant or in connection with which any portion of the Facility or the Ancillary Facilities is used or otherwise

affects or may affect the Facility or the Ancillary Facilities or any right thereto, or (m) any other cause, whether similar or dissimilar to the foregoing, any present or future law notwithstanding, except as expressly set forth herein or in any other Operative Document, it being the intention of the parties hereto that all Allocated Rent shall continue to accrue and all Periodic Rent (and all amounts, including the PVRR Amount and the Termination Amount, in lieu of Periodic Rent following termination of this Facility Lease) payable by the Lessee hereunder shall continue to be payable in all events in the manner and at the times provided for herein. Such Rent (and all amounts, including the PVRR Amount and the Termination Amount, in lieu of Periodic Rent following termination of this Facility Lease) shall not be subject to any abatement and the accrued payments thereof shall not be subject to any setoff or reduction for any reason whatsoever, including any present or future claims of the Lessee or any other Person against the Lessor or any other Person under this Facility Lease, any other Operative Document, or otherwise. To the extent permitted by Applicable Law, the Lessee hereby waives any and all rights which it may now have or which at any time hereafter may be conferred upon it, by statute or otherwise, to terminate, cancel, quit or surrender this Facility Lease with respect to the Undivided Interest except in accordance with Section 10 , 13 or 14 hereof. If for any reason whatsoever this Facility Lease shall be terminated in whole or in part by operation of law or otherwise, except as specifically provided herein, the Lessee nonetheless agrees, to the extent permitted by Applicable Law, (x) that Allocated Rent shall continue to accrue and (y) to pay to the Lessor an amount equal to each installment of Periodic Rent and all Supplemental Rent due and owing at the time such payment would have become due and payable in accordance with the terms hereof had this Facility Lease not been so terminated. Nothing contained herein shall be construed to waive any claim which the Lessee has under the express provisions of any of the Operative Documents or otherwise or to limit the right of the Lessee to make any claim it has against the Lessor or any other Person or to pursue such claim, right or remedy in such manner as the Lessee shall deem appropriate.

SECTION 10. EVENTS OF LOSS

Section 10.1. Occurrence of Events of Loss . Promptly upon becoming aware thereof, the Lessee shall notify the Lessor, the Owner Participant and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee of the occurrence of an Event of Loss or an event which, upon election of the Owner Participant, would result in a Regulatory Event of Loss. Unless notice has been received from the Lessee, promptly upon becoming aware thereof, the Lessor or the Owner Participant shall notify the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee of the occurrence of an event which upon election of the Owner Participant would result in a Regulatory Event of Loss; provided, however , that the failure to provide such notice shall not result in any liability with respect to the Owner Participant or the Lessor and shall not in any way relieve the Lessee of any of its obligations under this Facility Lease, including the obligations under this Section 10 . The Owner Participant shall promptly (but not more than six months) after receiving Actual Knowledge of an event which, upon the election of the Owner Participant would result in a Regulatory Event of Loss, notify the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, of its decision to declare a Regulatory Event of Loss.

Section 10.2. Obligation to Repair or Restore . Upon the occurrence of an Event of Loss described in clause (a) or (b) of the definition of Event of Loss (a “ Total Loss ”), the Lessee shall repair or restore the Facility and seek and obtain all necessary and advisable Permits so that the Undivided Interest shall have a current and residual value, remaining economic useful life and utility at least equal to that existing immediately prior to such Event of Loss, assuming the Facility was in the condition and repair required to be maintained by this Facility Lease as of the date of the Event of Loss, in accordance with the following conditions and procedures:

(a) The Lessee shall cause the repair or restoration of the Facility to commence and shall apply for all necessary or advisable Permits to commence construction as soon as reasonably practicable after the occurrence of such Event of Loss, but not later than 18 months after the occurrence of such Event of Loss, and will cause work on such repair or restoration and the acquisition of all such Permits to proceed diligently thereafter. In connection with any such repair or restoration, the Lessee shall comply with all Applicable Laws, permitting requirements and other requirements of any Governmental Entity, the MISO or any applicable regional transmission organization or independent system operator relevant to such repair or restoration and the Lessee shall be permitted and obligated, subject to the other requirements of the first sentence of this Section 10.2 , to make such Modifications to the Facility as shall be necessary to comply with such Applicable Laws and requirements, including, if applicable, any requirements to use best available technology or similar concepts in respect of electric generating facilities using coal as a feedstock. In addition, the Lessee will grant access to such other parts of the Generating Station as may be necessary to accommodate the repair and restoration of the Facility. As the repair or restoration of the Facility progresses, title to an undivided interest equal to the Lessor’s Percentage in such repaired or restored Facility shall vest in the Lessor and such undivided interest shall become subject to this Facility Lease and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Lien of the Indenture and be deemed a part of the Undivided Interest, for all purposes of this Facility Lease and the other Operative Documents, automatically without any further act by any Person.

(b) As promptly as practicable after the occurrence of the Total Loss and from time to time thereafter at the request of the Lessor (provided that no more than one request can be made in any 12-month period), but no later than 18 months after the occurrence of such Total Loss, the Lessee shall deliver to the Lessor, the Owner Participant and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee a report (the “ EOL Report ”) of an independent engineer selected by the Owner Participant and reasonably satisfactory to the Lessee, such report to be reasonably satisfactory to the Owner Participant, to the effect that the repair or restoration of the Facility as described in this Section 10.2 is technologically feasible and can reasonably be expected to be completed by the Long Stop Date.

(c) Any insurance proceeds received by the Lessee, the Owner Participant, the Lessor or the Indenture Trustee as a result of the occurrence of a Total Loss or event described in clause (d) of the definition of Event of Loss, in either case pursuant to which the Lessee is obligated to repair or restore the Facility pursuant to this Section 10 or as set forth in clause (d) of the definition of Event of Loss shall, to the extent such proceeds apply to or cover the Undivided Interest, be held in an escrow account under the terms and conditions set forth in an escrow agreement between the Lessor, Lessee and an escrow agent (to be mutually agreed upon by the

Lessor and the Lessee, provided, that either of Wilmington Trust Company or Wells Fargo Bank, N.A. shall be deemed to be an acceptable escrow agent) which agreement shall be in a form proposed by the Owner Participant and reasonably acceptable to the Lessee and the escrow agent and shall provide, among other things, that the funds held in the escrow account shall, subject to receipt by the Lessor and the escrow agent of evidence of the costs of such repair or restoration covered by the applicable insurance policies, be disbursed to Lessee to permit the Lessee to pay such costs and expenses when due or to reimburse the Lessee for its payment of any such costs or expenses and that any funds remaining after (i) such repair or restoration has been completed, or (ii) the Lessee has failed to complete the repair or restoration of the Facility in accordance with Sections 10.2 and 10.3 (giving effect to any extensions of time for such repair or restoration to be completed as contemplated in this Section 10 ), shall be disbursed to the Lessor, to the extent such proceeds apply to or cover the Undivided Interest.

(d) On the date of the completion of the repair or restoration of the Facility (the “ Restoration Closing Date ”), the following documents shall be duly authorized, executed and delivered and, if appropriate, filed for recordation by the respective party or parties thereto and shall be in full force and effect, and an executed counterpart of each shall be delivered to the Lessor, the Owner Participant and, so long as the Lien of the Indenture shall not have been discharged, the Indenture Trustee: (i) supplements to this Facility Lease subjecting an undivided interest equal to the Lessor’s Percentage in the repaired or restored Facility to this Facility Lease (with no change in the Purchase Price or Rent Factors as a result of such repair or restoration), (ii) so long as the Notes are outstanding, supplements to the Indenture subjecting such undivided interest in the restored or replaced Facility to the Lien of the Indenture, (iii) such recordings and filings, as may be reasonably requested by the Owner Participant or the Indenture Trustee to be made or filed, (iv) an opinion of counsel to the Lessee, such counsel and such opinion to be reasonably satisfactory to the Owner Participant and, so long as the Notes are outstanding, the Indenture Trustee, to the effect that (x) the supplements to this Facility Lease required by clause (i) above constitute effective instruments for subjecting such undivided interest in the repaired or restored Facility to this Facility Lease, (y) the supplements to the Indenture required by clause (ii) above, if any, constitute effective instruments for subjecting such undivided interest in the repaired or restored Facility to the Lien of the Indenture and (z) all filings and other action necessary to perfect and protect the Lessor’s interest in an undivided interest equal to the Lessor’s Percentage in the repaired or restored Facility have been accomplished, (v) an appraisal by an Independent Appraiser, selected by the Lessor and reasonably acceptable to the Lessee, certifying that the Facility as so repaired or restored has a current value, residual value, remaining economic useful life and utility at least equal to the current value, residual value, remaining economic useful life and utility of the Facility (as measured immediately prior to such Event of Loss giving rise to such repair or restoration (assuming the Facility was in the condition and repair required to be maintained by the terms of this Facility Lease)) and such repair or restoration has not resulted in the Facility becoming “limited use” property within the meaning of Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev. Proc. 2001-29, 2001-19 I.R.B. 1160, (vi) reports by the Engineering Consultant and the Environmental Consultant or such other independent engineer or environmental consultant reasonably acceptable to the Owner Participant certifying that the Facility as so repaired or restored is in a state of repair and condition required by this Facility Lease, (vii) a certificate of the Lessee certifying as to compliance with this Section 10.2 and that no Material Default or Lease Event of Default shall have occurred and be continuing as a result of the repair or restoration, and (viii) satisfactory

evidence as to the compliance with Section 11 with respect to the Facility, as so repaired or restored.

Section 10.3. Termination of the Facility Lease .

(a) If a Total Loss has occurred and (i) the independent engineer has concluded in its EOL Report that the repair or restoration of the Facility is not technologically feasible or cannot be completed in accordance with the requirements of Section 10.2 by the Long Stop Date, then the Lessee shall pay to the Lessor, on the next Termination Date occurring at least 120 days after the Lessee’s receipt of the EOL Report, without duplication, (A) the Termination Amount as of such Termination Date and (B) all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent; provided, however , that if such Total Loss did not arise from a Lessee Loss Event, then the amount payable pursuant to clause (a)(i)(A) shall instead be the PVRR Amount as of such Termination Date; or

(ii) the Lessee fails to complete the repair or restoration of the Facility and/or to obtain all necessary and advisable Permits (in each case in accordance with the requirements of Section 10.2 ) by the Long Stop Date, the Owner Participant may grant the Lessee additional time to satisfy the requirements of Section 10.2 . If the Owner Participant grants the Lessee additional time to satisfy the requirements of Section 10.2 , the Lessee shall use best efforts to satisfy the requirements of Section 10.2 within such extended time period. Such extended time period may continue after the Lease Term, in which case the Lessee shall continue to be obligated under all Operative Documents and the Operating Agreement, but the Lessee shall not be required to pay any Basic Rent for any period after the Lease Term by reason of such extension. If the Owner Participant does not grant the Lessee additional time to satisfy the requirements of Section 10.2 , the Owner Participant will provide notice (the “ Termination Notice ”) to the Lessee and, so long as the Lien of the Indenture has not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, electing to terminate this Facility Lease. Upon receipt of any such Termination Notice, the Lessee’s obligation to satisfy the requirements of Section 10.2 shall cease and, instead, the Lessee shall pay to the Lessor, on the next Termination Date occurring at least 30 days after receipt of the Termination Notice, without duplication, (A) the Termination Amount as of such Termination Date, provided, that such amount to be paid by the Lessee shall be less any insurance proceeds applicable to such Total Loss received and not required to be paid into an escrow account pursuant to Section 10.2(c) by the Lessor (or the Owner Participant) and (B) all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent; provided, however , that if such Total Loss did not arise from any Lessee Loss Event, then the amount payable pursuant to this Section 10.3(a)(ii) shall instead be (Y) the PVRR Amount as of such Termination Date and (Z) all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent.

Upon the Lessee’s payment of the applicable amounts due as set forth in this Section 10.3(a) , this Facility Lease will terminate pursuant to Section 10.3(f) hereof and the Lessee will return the Undivided Interest to the Lessor “as-is and where-is”, but otherwise in accordance with Section 5.1 of this Facility Lease. All insurance proceeds for any Total Loss, to the extent such proceeds apply to or cover the Undivided Interest, shall be paid to, or retained by, the Lessor.

(b) If an Event of Loss described in clause (c) of the definition of Event of Loss shall occur, then, on the next Termination Date occurring at least three months after the occurrence of such Event of Loss, or, if earlier, no later than one month after receipt of proceeds from a Governmental Entity in respect thereof, the Lessee shall pay to the Lessor, without duplication, (i) (A) the Termination Amount as of such Termination Date provided, that such amount to be paid by the Lessee shall be less any proceeds received applicable to such Event of Loss received by the Lessor (or the Owner Participant) from a Governmental Entity and (B) all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent, or (ii) if the Event of Loss did not arise from a Lessee Loss Event, (A) the PVRR Amount determined as of such Termination Date and (B) all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent. Upon the Lessee’s payment of the applicable amounts due as set forth in this Section 10.3(b) , this Facility Lease will terminate pursuant to Section 10.3(f) hereof and the Lessee will return the Undivided Interest to the Lessor “as-is and where-is” but otherwise in accordance with Section 5.1 of this Facility Lease.

(c) If an Event of Loss described in clause (d) of the definition of Event of Loss shall occur, the Owner Participant shall provide prompt notice to the Lessee whether it (i) grants the Lessee additional time to complete the rebuilding or restoration of the Facility, (ii) retains the Undivided Interest or (iii) sells the Undivided Interest. If the Owner Participant grants the Lessee additional time to complete the rebuilding or restoration of the Facility, the Lessee shall continue in good faith to rebuild or restore the Facility within such extended time period. Such extended time period may continue after the Lease Term and the Lessee shall continue to be obligated under all Operative Documents and the Operating Agreement, but the Lessee shall not be required to pay any Basic Rent for any period after the Lease Term by reason of such extension. If the Owner Participant does not grant the Lessee additional time to complete the rebuilding or restoration of the Facility and elects to retain the Undivided Interest, it will provide notice to the Lessee and, so long as the Lien of the Indenture has not been terminated and discharged, the Indenture Trustee and the Pass Through Trustee, electing to terminate this Facility Lease. Within 120 days after receipt of such notice, the Lessee shall pay to the Lessor all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent and shall return the Undivided Interest to the Lessor “as-is and where is”, but otherwise in accordance with Section 5.1. If the Owner Participant does not grant the Lessee additional time to complete the rebuilding or restoration of the Facility and elects to sell the Undivided Interest, the Owner Participant shall use commercially reasonable efforts to solicit Qualifying Cash Bids for the Undivided Interest or the Owner Participant may elect to utilize an independent sales agent selected by the Lessee and reasonably satisfactory to the Owner Participant to solicit Qualifying Cash Bids for the Undivided Interest. The Lessee shall have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ) with respect to any Qualifying Cash Bid for the Undivided Interest that the Owner Participant intends to accept. Upon the sale of the Undivided Interest to the Lessee or a third party (such sale to be concluded and closed as soon as practicable after the Owner Participant having made the election to sell the Undivided Interest), the Lessor shall be entitled to retain the net cash proceeds of the sale and the Lessee shall pay to the Lessor, without duplication, all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent and an amount, if any, equal to the excess of the Termination Amount at that date over the net cash proceeds of the sale, whereupon this Facility Lease shall terminate pursuant to Section 10.3(f) hereof.

Notwithstanding the foregoing, if (i) the cause of the material partial loss or damage described in clause (d) of the definition of Event of Loss did not arise from a Lessee Loss Event and (ii) the Lessee has failed to timely obtain all Permits required to repair, restore and operate the Facility (collectively, the “Replacement Permits”) or, having timely obtained such Replacement Permits has failed to complete the rebuilding or restoration of the Facility within 36 months thereafter, then the Owner Participant may grant the Lessee additional time to complete the rebuilding or restoration of the Facility and the Lessee shall continue to use commercially reasonable efforts to rebuild or restore the Facility within such extended time period. Such extended time period may continue after the Lease Term and the Lessee shall continue to be obligated under all Operative Documents and the Operating Agreement, but the Lessee shall not be required to pay any Basic Rent for any period after the Lease Term by reason of such extension. If the Owner Participant does not grant the Lessee additional time to complete the rebuilding or restoration of the Facility and elects to sell the Undivided Interest, the Owner Participant shall use commercially reasonable efforts to solicit Qualifying Cash Bids for the Undivided Interest or the Owner Participant may elect to utilize an independent sales agent selected by the Lessee and reasonably satisfactory to the Owner Participant to solicit Qualifying Cash Bids for the Undivided Interest. If the Owner Participant receives a Qualifying Cash Bid that is greater than or equal to the Termination Amount as of the date of such Event of Loss, the Lessee shall have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ) with respect to any Qualifying Cash Bid for the Undivided Interest that the Owner Participant intends to accept. If the Owner Participant does not receive a Qualifying Cash Bid that is greater than or equal to the Termination Amount as of the date of such Event of Loss, the Lessee shall not have a right of first refusal with respect to any such Qualifying Cash Bid. Upon the sale of the Undivided Interest to the Lessee or a third party (such sale to be concluded and closed as soon as practicable after the Owner Participant having made the election to sell the Undivided Interest), the Lessor shall be entitled to retain the net cash proceeds of the sale and the Lessee will pay to the Lessor all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent and, in the case of a sale of the Undivided Interest to a party other than the Lessee, the PVRR Amount, whereupon this Facility Lease shall terminate pursuant to Section 10.3(f) . If the Owner Participant elects not to sell the Undivided Interest, the Lessee, within 120 days after receiving notice of the Owner Participant’s election to retain the Undivided Interest, shall pay to the Lessor all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent and return the Undivided Interest to the Lessor “as-is and where-is” but otherwise in accordance with Section 5.1 .

For purposes of the second paragraph of this Section 10.3(c) , the Replacement Permits shall not be considered to have been timely obtained if not so obtained within the period of time beginning two years after the date of the occurrence of the material partial loss or damage to the Facility any of the following occurs: (i) any relevant Governmental Entity indicates that it will not grant a Replacement Permit on terms that will allow for the commercially feasible repair or reconstruction and operation of the Facility; (ii) the Lessee and any relevant Governmental Entity fail to reach agreement on the terms of a Replacement Permit necessary to allow for the commercially feasible repair or reconstruction and operation of the Facility; or (iii) at the request of the Lessor, an independent third-party environmental attorney or environmental consultant, reasonably acceptable to Lessee, issues an opinion that any Replacement Permit is not

reasonably likely to be issued in a manner that will allow for the commercially feasible repair or reconstruction construction and operation of the Facility.

(d) If the Owner Participant has provided notice to the Lessee of its election to treat an event described in clause (e) of the definition of Event of Loss as an Event of Loss and such Event of Loss is due to a change in Applicable Law, but did not arise from a Lessee Loss Event, the Owner Participant shall provide prompt notice to the Lessee of its further election to sell or retain the Undivided Interest. If the Owner Participant elects not to sell the Undivided Interest, the Lessee, within 120 days after receiving notice of the Owner Participant’s election to retain the Undivided Interest, shall pay to the Lessor all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent and return the Undivided Interest to the Lessor in accordance with Section 5.1 . If the Owner Participant elects to sell the Undivided Interest the Owner Participant shall use commercially reasonable efforts to solicit Qualifying Cash Bids for the Undivided Interest or the Owner Participant may elect to utilize an independent sales agent selected by the Lessee and reasonably satisfactory to the Owner Participant to solicit Qualifying Cash Bids for the Undivided Interest. If the Owner Participant receives a Qualifying Cash Bid that is greater than or equal to the Termination Amount as of the date of such Event of Loss, the Lessee shall have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ) with respect to any Qualifying Cash Bid for the Undivided Interest that the Owner Participant intends to accept. If the Owner Participant does not receive a Qualifying Cash Bid that is greater than or equal to the Termination Amount as of the date of such Event of Loss, the Lessee shall not have a right of first refusal with respect to any such Qualifying Cash Bid. Upon the sale of the Undivided Interest to the Lessee or a third party (such sale to be concluded and closed as soon as practicable after the Owner Participant having made the election to sell the Undivided Interest), the Lessor shall be entitled to retain the net cash proceeds of the sale and the Lessee will pay to the Lessor the unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent and, in the case of a sale of the Undivided Interest to a party other than the Lessee, the PVRR Amount, whereupon this Facility Lease shall terminate pursuant to Section 10.3(f) .

(e) If the Owner Participant has provided notice to the Lessee of its election to treat an event described in clause (e) of the definition of Event of Loss, other than an Event of Loss described in Section 10.3(d) , as an Event of Loss, the Owner Participant shall provide prompt notice to the Lessee of its further election to sell or retain the Undivided Interest. If the Owner Participant elects not to sell the Undivided Interest, the Lessee, within 120 days after receiving notice of the Owner Participant’s election to retain the Undivided Interest, shall pay to the Lessor all unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent and return the Undivided Interest to the Lessor in accordance with Section 5.1 . If the Owner Participant elects to sell the Undivided Interest, the Owner Participant shall use commercially reasonable efforts to solicit Qualifying Cash Bids for the Undivided Interest or the Owner Participant may elect to utilize an independent sales agent selected by the Lessee and reasonably satisfactory to the Owner Participant to solicit Qualifying Cash Bids for the Undivided Interest. The Lessee shall have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ) with respect to any Qualifying Cash Bid for the Undivided Interest that the Owner Participant intends to accept. Upon the sale of the Undivided Interest to the Lessee or a third party (such sale to be

concluded and closed as soon as practicable after the Owner Participant having made the election to sell the Undivided Interest), the Lessor shall be entitled to retain the net cash proceeds of the sale and the Lessee will pay to the Lessor, without duplication, (i) the unpaid Periodic Rent due and payable on or before such date and all accrued and unpaid Supplemental Rent, and (ii) an amount equal to the excess, if any, of the Termination Amount on such date over the net cash proceeds from the sale, whereupon this Facility Lease shall terminate pursuant to Section 10.3(f) .

(f) Concurrently with the payment of all sums required to be paid by the Lessee pursuant to this Section 10.3 and without prejudice to the terms of Section 5 hereof, upon a termination of this Facility Lease in accordance with this Section 10.3 , (i) Periodic Rent and Allocated Rent shall cease to accrue, (ii) the Lessee shall cease to have any liability hereunder (it being understood and agreed that the Lessee shall continue to be obligated to pay Supplemental Rent and perform other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express provisions of any Operative Document and the Operating Agreement, and the obligations of the Guarantor under the Guaranty shall continue with respect to such Supplemental Rent and other surviving obligations of the Lessee), (iii) the Lessor will pay all amounts of principal and interest and other amounts owing by it under the Notes to the Indenture Trustee pursuant to Section 2.10(a) of the Indenture, (iv) this Facility Lease shall terminate and the Lessor will, at the Lessee’s cost and expense, execute and deliver to the Lessee a release or termination of this Facility Lease, and (v) the Lessor and the Indenture Trustee shall discharge the Lien of the Indenture, and execute and deliver appropriate releases and other documents or instruments necessary to effect the foregoing, all to be prepared, filed and recorded (as appropriate) by and at the cost and expense of the Lessee. Furthermore, if the Lessee has purchased the Undivided Interest as permitted by paragraph (c) , (d) , or (e) of this Section 10.3 , (A) the Site Lease with respect to the Facility Site and the Support Agreement with respect to the Ancillary Facilities shall terminate and the Lessor will, at the Lessee’s cost and expense, execute and deliver to the Lessee evidence of the release or termination of the Site Lease in recordable form, and (B) the Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Lessor and prepared by and at the expense of the Lessee) all of its right, title and interest in and to the Lessor’s Interest to the Lessee (or its designee), in each case on an “as is”, “where is” and “with all faults” basis, without representations or warranties other than a warranty of the Lessor as to the absence of Lessor’s Liens and of the Owner Participant as to the absence of Owner Participant’s Liens.

(g) Any payments with respect to the Undivided Interest received at any time by the Lessor or the Lessee or any of their respective Affiliates from any Governmental Entity as a result of the occurrence of an Event of Loss described in clause (c) of the definition of Event of Loss shall be paid to the Lessor.

(h) Anything to the contrary in this Section 10 notwithstanding, the Lessee and the Lessor agree (without relieving the Lessor of any liability hereunder) that, so long as the Lien of the Indenture shall not have been terminated or discharged, no termination of this Facility Lease pursuant to this Section 10 shall be effective and the Lessee’s rights and obligations under this Facility Lease immediately prior to the termination of this Facility Lease in respect of an Event of Loss pursuant to this Section 10 shall remain in full force and effect in all respects (regardless of whether the Lessor shall elect to retain or sell the Lessor’s Interest in connection with such

proposed termination) unless and until the Lessor shall have paid all outstanding principal and accrued interest on the Notes pursuant to this Section 10.3 and all other amounts due by Lessor under the Indenture on such proposed date of termination. Notwithstanding the foregoing, upon any election by the Lessor to retain, or otherwise in the event that the Lessor retains, the Undivided Interest after the termination of the Facility Lease it shall be obligated to and shall pay all outstanding principal and accrued interest on the Notes pursuant to this Section 10.3 and all other amounts due by Lessor under the Indenture on such proposed date of termination.

Section 10.4. Application of Payments Not Relating to an Event of Loss .

(a) In the event that during the Lease Term the use of all or any portion of the Undivided Interest, the Facility, the Ground Interest or the Facility Site is requisitioned or taken by or pursuant to a request of any Governmental Entity under the power of eminent domain or otherwise for a period which does not constitute an Event of Loss, the Lessee’s obligation to pay all installments of Periodic Rent shall continue for the duration of such requisitioning or taking. The Lessee shall be entitled to receive and retain for its own account all sums payable for any such period by such Governmental Entity as compensation for such requisition or taking of possession.

(b) Any insurance proceeds received at any time by the Lessor, the Indenture Trustee or the Lessee under any of the insurance policies required to be maintained by the Lessee under Section 11 as a result of any damage to the Facility or any part thereof which does not constitute an Event of Loss shall be applied in accordance with Section 11.6 .

SECTION 11. INSURANCE

Section 11.1. Property Insurance . The Lessee will maintain (or cause to be maintained) all-risk property insurance customarily carried by prudent operators of coal-fired electric generating facilities of comparable size and risk as the Generating Station, and against loss of or damage from such causes as are customarily insured against, which includes coverage for the boiler and machinery and accidental machinery breakdown. Such all-risk property insurance shall contain a limit of not less than $500,000,000 (fully reinstated following losses) through a blanket policy covering the Generating Station, the Facility and the Ancillary Facilities and shall also contain excess limits of not less than $200,000,000 that are specific to the Facility and which become available once the $500,000,000 limit is exhausted. In addition, such all-risk property insurance shall contain coverage for boiler and machinery and accidental machinery breakdown of not less than $200,000,000, subject to a self-insured retention or deductible of not more than $10,000,000 per occurrence, and sublimits of not less than $200,000,000 for flood, $200,000,000 for earthquake and $250,000,000 for terrorism (certified and non-certified); such sublimit to be applicable as long as terrorism insurance is available under TRIA or successor legislation and otherwise with such limit as the Lessee and the Lessor shall agree, provided that in the event the sublimits are reduced at any time, the Lessee shall be obligated to fully reinstate unless otherwise approved by the Lessor. In the event a determination is made not to rebuild or repair the Facility following a covered loss, the maximum depreciation factor applying to the ACV adjustment shall not exceed 40%.

Section 11.2. Liability Insurance . The Lessee will maintain (or cause to be maintained) (i) commercial general liability insurance, including contractual liability coverage and sudden and accidental pollution liability coverage, insuring against claims for bodily injury (including death), property damage, personal injury, actions of independent contractors, products and completed operations arising out of the ownership, operation, maintenance, condition and use of the Facility and the Facility Site, (ii) commercial automobile liability insurance arising out of the use of all owned, hired, and non-owned vehicles, and (iii) employer’s liability providing statutory benefits in the Commonwealth of Pennsylvania, with limits of not less than $50,000,000 per occurrence and in the aggregate, subject to a self-insured retention or deductible of not more than $10,000,000 per occurrence. The Lessee will periodically review the liability insurance maintained by it or on its behalf and will, if necessary, revise such coverage and limits (including deductibles) in order that the liability insurance maintained by it or on its behalf is consistent with that maintained by prudent operators of similar facilities of comparable size and risk to the Facility; provided that the Facility Lessee may not increase deductibles above or decrease coverage or limits below the requirements set forth herein without the written consent of the Lessor. Such liability insurance may be purchased either in a single limit or in combination with a general and an excess policy.

Section 11.3. Provisions With Respect to Insurance .

(a) With respect to the insurance required to be maintained or caused to be maintained by the Lessee under this Section 11 , the Lessee will (i) place, or use commercially reasonable efforts to place in respect of insurance that it does not directly place, but for which it has benefit, the insurance maintained pursuant to this Section 11 with companies having an A.M. Best rating of at least “A-, VIII” or, if not so rated, of comparable financial strength, (ii) name the Lessor, the Owner Participant, the OP Guarantor, the parent companies of the OP Guarantor, the Trust Company and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee and the Pass Through Trustee as additional insureds, as their interests may appear, (iii) cause the insurance companies to agree to waive all subrogation rights against, the Lessor, the Owner Participant, the OP Guarantor, the parent companies of the OP Guarantor, the Trust Company, the Indenture Trustee and the Pass Through Trustee, (iv) cause such insurance to be primary (except that excess property insurance specific to the Facility will be primary only after the benefit of the shared property insurance policy has been exhausted) without right of contribution of any other insurance carried by or on behalf of the Lessor, the Owner Participant, the OP Guarantor, the parent companies of the OP Guarantor, the Trust Company, the Indenture Trustee and the Pass Through Trustee with respect to their respective interests in the Facility and the Facility Site, and (v) subject to Section 11.6(a) , name the Indenture Trustee, so long as the Lien of the Indenture has not been discharged, and the Lessor, as their interests may appear, as loss payees with respect to the property and boiler and machinery insurance, with losses paid based upon percentage of loss; provided , however , that any policies of insurance specific to the Facility shall have the Indenture Trustee, so long as the Lien of the Indenture has not been discharged, and the Lessor, as their interests may appear, as loss payees, and any loss proceeds of any such policy shall be paid solely to the Lessor in accordance with the Lessor’s Percentage. The Lessor and the Owner Participant shall have the right to participate in claims covered under any of the policies required to be maintained hereunder in the event the loss amount is expected to be in excess of $100,000,000 with respect to the interest of the Lessor.

(b) The respective interests of the Lessor, the Owner Participant, the OP Guarantor, the parent companies of the OP Guarantor, and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee and Pass Through Trustee shall not be invalidated by any act or neglect of the Lessee, or any breach or violation by the Lessee of any warranties, declarations, requirements or conditions contained in the property (including boiler and machinery and accidental machinery breakdown) insurance policies or by the use of the Facility for purposes more hazardous than permitted by such policies. Additionally, the Lessee will provide that the liability insurance policies required to be maintained hereunder shall be endorsed to provide that, inasmuch as the policies are written to cover more than one insured, all terms, conditions, insuring agreements and endorsements, with the exception of limits of liability, shall operate in the manner as if there were a separate policy covering each insured. The Lessee shall, at its own expense, make or cause to be made all proofs of loss and take all other steps necessary to collect the proceeds of the insurance policies required by this Section 11 .

(c) All of the insurance policies required by this Section 11 may cover other operations, facilities and properties of the Lessee as long as the limits of insurance available to the Facility are not less than the requirements set forth herein, with the exception of the $200,000,000 excess all-risk property insurance that is specific to the Facility.

Section 11.4. Reports . On the Closing Date and each anniversary thereof, the Lessee shall provide the Lessor, the Owner Participant, the OP Guarantor and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee and the Pass Through Trustee with certificates from insurance brokers or carriers to the effect that the policies required by this Section 11 are in effect and in the case of policies maintained pursuant to Section 11.1 and Section 11.2 above, indicating their status as additional insureds and loss payees, as the case may be, and a certificate of the Lessee stating whether all premiums in respect of such policies are current and stating whether such coverage is in compliance with all insurance requirements set forth in this Section 11 . Such insurance certificates shall provide for at least 30 days’ prior written notice (10 days for non-payment of premium) to the Lessor, the Owner Participant, the OP Guarantor and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee and the Pass Through Trustee in the event of cancellation or non-renewal, by the insurance carriers, of such policies and the procedure for payment of insurance proceeds upon the occurrence of an Event of Loss as specified in Section 11.6 hereof. Promptly upon the (i) occurrence of a material adverse change with respect to such policies or (ii) receipt of a notice of cancellation or non-renewal of any insurance policy required by this Section 11 , the Lessee shall provide the Lessor, the Owner Participant, the OP Guarantor and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee and the Pass Through Trustee with notice of such occurrence or receipt of such notice, as applicable. The Lessee shall provide the Owner Participant with copies of such policies upon request of the Owner Participant.

Section 11.5. Additional Insurance . At any time the Lessor (either directly or in the name of the Owner Participant, the OP Guarantor or the parent companies of the OP Guarantor) and, so long as the Notes are outstanding and the Lien of the Indenture has not been discharged, the Indenture Trustee may at its own expense and for its own account carry insurance with respect to its interest in the Facility, provided that such insurance does not materially interfere with the Lessee’s ability to obtain insurance or recover claims from such insurance with respect

to the Facility described in this Section 11 . Any insurance payments received from policies maintained by the Lessor (either directly or in the name of the Owner Participant, the OP Guarantor or the parent companies of the OP Guarantor) or Indenture Trustee pursuant to the previous sentence shall be retained by the Lessor (either for itself or on behalf of the Owner Participant, the OP Guarantor or the parent companies of the OP Guarantor, as applicable) or Indenture Trustee, as the case may be, without reducing or otherwise affecting the Lessee’s obligations hereunder.

Section 11.6. Application of Insurance Proceeds .

(a) All insurance proceeds up to $5,000,000 on account of any damage to, or destruction of, the Facility or any part thereof (in each case less the actual costs, fees and expenses incurred in the collection thereof), shall be paid to or retained by the Lessee for application in repair. If the insurance proceeds on account of such damage to, or destruction of, the Facility exceed $5,000,000, or in the case of an Event of Loss, then the Lessor’s Percentage of all insurance proceeds on account of such damage or destruction to the Facility shall be paid to the Lessor or, if the Notes are outstanding and the Lien of the Indenture shall not have been discharged, the Indenture Trustee and shall, subject to Section 10.2(c) , be applied in accordance with Article III of the Indenture.

(b) Within 30 days after receiving Actual Knowledge that an Event of Loss has occurred, the Lessee shall notify the insurers under any property insurance policy providing coverage for such Event of Loss, the Indenture Trustee so long as the Lien of the Indenture shall not have been discharged, and the Lessor of the occurrence of such Event of Loss.

SECTION 12. INSPECTION

During the Lease Term, each of the Owner Participant, the OP Guarantor, the Lessor, and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee and each of their respective agents shall have the right, at the inspecting party’s sole expense and at their own risk and upon adequate and reasonable prior notice, to inspect the Facility and the related records with respect to the operation and maintenance thereof in the Lessee’s custody or to which the Lessee has access; provided, however , that any such inspection will not interfere with the operation or maintenance of the Facility, the Facility Site or the conduct by the Lessee of its business in any material respect and will be in accordance with the Lessee’s and the Operator’s safety and insurance programs and procedures. In no event shall the Lessor, the Owner Participant, the Indenture Trustee or the Pass Through Trustee have any duty or obligation to make any such inspection and such Persons shall not incur any liability or obligation by reason of not making any such inspection. Any such party making an inspection pursuant to this Section 12 shall maintain the confidentiality of any information received as a result of such inspection pursuant to Section 14.19 of the Participation Agreement. Notwithstanding any of the foregoing, so long as no Lease Event of Default shall have occurred and be continuing, no more than one inspection in any 12-month period shall be conducted by each of (x) the Owner Participant, the OP Guarantor and the Lessor and their representatives, and (y) so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee and their representatives (it being understood that the inspecting parties shall endeavor to coordinate such inspections among

themselves and with the inspections of the Other Owner Participants, but in no event shall the Owner Participant, OP Guarantor or Lessor conduct separate inspections); provided, however , that any such Person may make more than one inspection during the last 18 months of the Lease Term unless the Lessee has exercised (or provided notice of intent to exercise) its option under Section 15 to renew this Facility Lease beyond such 18 month period.

SECTION 13. TERMINATION OPTION FOR BURDENSOME EVENTS

Section 13.1. Election to Terminate . So long as no Material Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, within 180 days after the Lessee first receives notice or has Actual Knowledge of the occurrence of a Burdensome Termination Event (as defined below) to deliver notice (a “ Burdensome Termination Notice ”) to the Lessor, the Owner Participant, and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, of its decision to terminate this Facility Lease together with any and all of the Other Facility Leases with respect to the undivided interest held by the Owner Participant or its Affiliates on the Termination Date specified in such notice (which Termination Date (the “ Burdensome Termination Date ”), must be a date not less than 270 days after the date the Burdensome Termination Notice is delivered to Lessor) if (other than primarily as a result of an event or condition caused by the Lessee or any Affiliate thereof) any of the following events or conditions (each a “ Burdensome Termination Event ”) shall have occurred and be continuing on the Burdensome Termination Date:

(a) as a result of a change in Applicable Law or interpretation of Applicable Law by a court of competent jurisdiction, it shall have become illegal for the Lessee to continue this Facility Lease or for the Lessee to make payments under this Facility Lease or the other Operative Documents, and the transactions contemplated by the Operative Documents cannot be restructured as a leveraged lease qualifying for operating lease treatment by the Lessee pursuant to GAAP on terms which are not materially less favorable to the Lessee to comply with such change in Applicable Law or interpretation thereof in a manner reasonably acceptable to the Lessee, the Owner Participant, the Lessor and, so long as the Notes are outstanding and the Lien of the Indenture shall not have been discharged, the Indenture Trustee and the Pass Through Trustee; or

(b) one or more events outside of the control of the Lessee or any of its Affiliates shall have occurred that have given, or will or can reasonably be expected to give, rise to the incurrence of an indemnity obligation of the Lessee or Guarantor under any of the Operative Documents; provided , that (i) such indemnity (or the underlying cost or Tax) can be avoided if this Facility Lease is terminated and (ii) the amount of such avoided indemnification payments would exceed (on a present value basis, discounted at the Discount Rate to the Burdensome Termination Date, compounded on a semi-annual basis to the Burdensome Termination Date) two percent of the Purchase Price; and provided, further , that no such termination option shall exist if the applicable Indemnified Party shall waive its right to, or the Owner Participant shall arrange, in its sole discretion (it having no obligation to do so), for payment of (without reimbursement by the Lessee or any Affiliate thereof) amounts of indemnification payments in excess of such amount so as to cause such avoided payments, computed in accordance with the preceding proviso, not to exceed two percent of the Purchase Price.

No termination of this Facility Lease pursuant to this Section 13.1 shall become effective unless the conditions set forth in Section 13.5 are satisfied.

Section 13.2. Solicitation of Offers; Payments Upon Termination .

(a) The Lessee shall, as soon as practicable following the Burdensome Termination Notice, appoint an independent sales agent reasonably satisfactory to the Owner Participant and cause such sales agent to use commercially reasonable efforts to obtain Qualifying Cash Bids. The Lessor shall elect within 180 days of receipt of the Burdensome Termination Notice whether to sell or retain the Undivided Interest. The Lessor shall provide prompt notice of its election to sell or retain the Undivided Interest to the Lessee. If the Lessor has elected to sell the Undivided Interest, the Lessee shall then have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ) with respect to any Qualifying Cash Bid that the Lessor intends to accept. All the proceeds of any such sale shall be for the account of the Lessor; provided, that so long as the Lien of the Indenture shall not have been terminated or discharged, such amounts (other than Excepted Payments) shall be paid directly to the Indenture Trustee.

(b) If the Lessor accepts a Qualifying Cash Bid and the sale of the Undivided Interest is consummated on or before the Burdensome Termination Date, or if the Lessee has exercised its right of first refusal, then on the Burdensome Termination Date, the Lessee shall pay the Lessor, without duplication, (i) the amount, if any, by which the Termination Amount determined as of the Burdensome Termination Date exceeds the net cash proceeds from the sale, plus (ii) all other amounts due and payable by the Lessee under clauses (a) , (b) and (c) of Section 13.3 , provided, that so long as the Lien of the Indenture shall not have been terminated or discharged, such amounts (other than Excepted Payments) shall be paid directly to the Indenture Trustee.

(c) If no Qualifying Cash Bid is received by the date that is 90 days prior to the Burdensome Termination Date ( provided that the sales agent has not failed to conduct the bid process diligently and in good faith), then the Lessor shall be deemed to have accepted a Qualifying Cash Bid of zero dollars. The Lessee shall have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ). If the Lessee exercises its right of first refusal, the Lessee shall pay the Lessor, without duplication, (i) the Termination Amount plus (ii) all other amounts due and payable by the Lessee under clauses (a) , (b) and (c) of Section 13.3, provided that so long as the Lien of the Indenture shall not have been terminated or discharged, such amounts (other than Excepted Payments) shall be paid directly to the Indenture Trustee. If the Lessee does not exercise its right of first refusal, then the Facility Lease shall continue as if such Burdensome Termination Notice had not been given. If the Lessee notifies the Lessor that the sales agent has failed to conduct the bid process diligently and in good faith, then the new Burdensome Termination Date shall be that date that is 120 days after the originally designated Burdensome Termination Date, the Lessee shall appoint a new sales agent who shall conduct a subsequent bid process and the terms of this Section 13.2 shall apply to such subsequent bid process.

(d) If one or more Qualifying Cash Bids is received by the date that is 90 days prior to the Burdensome Termination Date ( provided that the sales agent has not failed to conduct the bid process diligently and in good faith), but the Lessor has rejected all such bids, the

Burdensome Termination Date shall be that date that is 90 days after the originally designated Burdensome Termination Date and the Lessee shall cause the sales agent to conduct a subsequent bid process to be concluded within 90 days, by which point Lessor shall accept a Qualifying Cash Bid which need not be the highest Qualifying Cash Bid. If no Qualifying Cash Bids are received in such subsequent bid process, then the provisions of Section 13.2(c) (except for the last sentence) shall apply. If the Lessee notifies the Lessor that the sales agent has failed to conduct the bid process diligently in good faith, then the Burdensome Termination Date shall become that date that is 120 days after the originally designated Burdensome Termination Date, the Lessee shall appoint a new sales agent who shall conduct a subsequent bid process and the terms of this Section 13.2 shall apply as if such subsequent bid process were the original bid process.

(e) If the Lessor accepts a Qualifying Cash Bid but the sale of the Lessor’s Interest is not consummated within 90 days of accepting such bid ( provided that the Lessor has not failed to negotiate such sale in good faith), then the Lessee shall, in its sole discretion, elect whether to (i) grant the Lessor additional time to complete the sale of the Lessor’s Interest, or (ii) provide a new Burdensome Termination Notice to the Lessor. In such case, the provisions of this Section 13 shall apply to such new Burdensome Termination Notice (except that the requirement that such Burdensome Termination Notice be given within 180 days of the Lessee receiving notice of or having Actual Knowledge of the Burdensome Termination Event shall not apply).

Section 13.3. Procedure for Exercise of Termination Option .

(a) If the Lessee shall have exercised its option to terminate this Facility Lease under Section 13.1 , on the Burdensome Termination Date, the Lessee shall pay to the Lessor, without duplication, (i) all Supplemental Rent (including, on an After-Tax Basis, all reasonable and documented out-of-pocket costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee associated with the exercise of the Burdensome Termination Option and all indemnity amounts not obviated by the termination) accrued and unpaid on or prior to such Burdensome Termination Date and (ii) any unpaid Basic Rent or Renewal Rent due and payable on or before such Burdensome Termination Date. All Rent payments (other than Excepted Payments) under Section 13.2 and this Section 13.3 shall, so long as the Lien of the Indenture shall not have been terminated or discharged, be made to the Indenture Trustee.

(b) Upon payment of all sums specified in Section 13.2 and this Section 13.3 and without prejudice to the terms of Section 5 hereof, (i) Periodic Rent and Allocated Rent shall cease to accrue, (ii) the Lessee shall cease to have any liability hereunder (it being understood and agreed that the Lessee shall continue to be obligated to pay Supplemental Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express provisions of any Operative Document, and the obligations of the Guarantor under the Guaranty shall continue with respect to such Supplemental Rent and other surviving obligations of the Lessee), (iii) the Lessor will pay all amounts of principal and interest and other amounts owing by it under the Notes to the Indenture Trustee pursuant to Section 2.10(a) of the Indenture, (iv) this Facility Lease shall terminate, (v) the Lessor shall, at the Lessee’s cost and expense, execute and deliver to the Lessee a release or termination of this Facility Lease, (vi) in connection with any sale of the

Lessor’s Interest pursuant to Section 13.2 , the Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Lessor and prepared by and at the expense of the Lessee) all of its right, title and interest in and to the Lessor’s Interest to the purchaser on an “as is”, “where is” and “with all faults” basis, without representations or warranties other than a warranty of the Lessor as to the absence of Lessor’s Liens and a warranty of the Owner Participant as to the absence of Owner Participant’s Liens, (vii) so long as the Lien of the Indenture has not been discharged or terminated, the Lessor shall use all reasonable efforts to cause the Indenture Trustee to discharge or terminate such Lien, and (viii) the Lessor shall execute and deliver, and shall use all reasonable efforts to cause the Indenture Trustee to execute and deliver, appropriate releases and other documents or instruments necessary to effect the foregoing, all to be prepared, filed and recorded (as appropriate) by and at the cost and expense of the Lessee.

(c) It shall be a condition of the termination of this Facility Lease pursuant to this Section 13 that the Lessee shall pay all amounts it is obligated to pay under Section 13.2 and this Section 13.3 . If the Lessee fails to consummate the termination option under Section 13.1(b) after giving notice of its intention to do so, (A) the Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) if such failure is a consequence of a failure of the Lessee to fulfill its obligations under this Section 13 , the Lessee will lose its right to terminate this Facility Lease pursuant to this Section 13 as a result of such event or condition during the remainder of the Lease Term. Whether or not this Facility Lease is terminated, the Lessee shall in any event pay, on an After-Tax Basis, all reasonable, documented out-of-pocket costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee in connection with the exercise by the Lessee of its right to terminate this Facility Lease under this Section 13 .

Section 13.4. Right of Lessor to Retain the Undivided Interest .

(a) If the Lessor elects to retain the Undivided Interest pursuant to this Section 13.4 , on the Burdensome Termination Date, the Lessee shall pay to the Lessor, without duplication, (i) all Supplemental Rent accrued and unpaid on or prior to such Burdensome Termination Date (including, on an After-Tax Basis, all reasonable and documented out-of-pocket costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee, the Pass Through Trustee, the Trust Company and the Pass Through Trust Company, and all sales, use, value added, transfer, stamp and other similar Taxes associated with the exercise of the termination option pursuant to this Section 13.4 ) and (ii) any unpaid Periodic Rent due and payable on or before such Burdensome Termination Date and the Periodic Rent due and payable on such Burdensome Termination Date, but shall not be required to pay any Termination Amount.

(b) Concurrently with the payment of all sums required to be paid pursuant to this Section 13.4 , (i) Periodic Rent and Allocated Rent shall cease to accrue, (ii) the Lessee shall cease to have any liability hereunder (it being understood and agreed that the Lessee shall continue to be obligated to pay Supplemental Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express provisions of any Operative Document, and the obligations of the Guarantor under the Guaranty shall continue with respect to such Supplemental Rent and other surviving obligations of the Lessee), (iii) the Lessor will pay all amounts of principal and interest

and other amounts owing by it under the Notes (including any Special Event Amount) to the Indenture Trustee pursuant to Section 2.10(a) of the Indenture, (iv) the Lessee shall return the Undivided Interest to the Lessor in accordance with Section 5.1 , and (v) the Lessor shall execute and deliver appropriate documents or instruments necessary to effect the foregoing, all to be prepared, filed and recorded (if appropriate) by and at the cost and expense of the Lessee.

(c) It shall be a condition to the termination of this Facility Lease pursuant to this Section 13.4 that the Lessor and the Lessee shall each pay all amounts that each is obligated to pay under this Section 13.4 . The Lessor shall, if it fails to pay any amounts due and payable by it pursuant to this Section 13.4 , thereafter forfeit the right to exercise its retention option pursuant to this Section 13.4 in respect of such Burdensome Termination Event; provided, however , that in no event shall any failure by the Lessor to pay any such amounts result in a Indenture Event of Default or be construed as a waiver by the Lessor of any failure by the Lessee to perform any of its obligations contained in this Facility Lease or in any other Operative Document.

Section 13.5. Certain Conditions to Termination . Anything to the contrary in this Section 13 notwithstanding, the Lessee and the Lessor agree (without relieving the Lessor of any liability hereunder) that, so long as the Lien of the Indenture shall not have been terminated or discharged, no termination of this Facility Lease pursuant to this Section 13 shall be effective and the Lessee’s rights and obligations under this Facility Lease immediately prior to the election to terminate this Facility Lease pursuant to Section 13.1 shall remain in full force and effect in all respects (regardless of whether the Lessor shall elect to retain or sell the Lessor’s Interest in connection with such proposed termination) unless and until the Lessor shall have paid all outstanding principal and accrued interest on the Notes pursuant to Section 13.3 and all other amounts due by Lessor under the Indenture on such proposed date of termination.

Section 13.6. Revocation of Election to Terminate . If the Lessor has not accepted a Qualifying Cash Bid, the Lessee may, at its election, but not less than 90 days prior to the Burdensome Termination Date, revoke its notice of termination to the Lessor, the Owner Participant and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, in which event this Facility Lease shall continue and no Lease Event of Default shall occur as a result of such revocation. The Lessee will reimburse, on an After-Tax Basis, the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee for all costs and expenses incurred as a result of such notice and revocation of termination, and will have the right to reinstitute the termination procedures.

SECTION 14. TERMINATION DUE TO LESSOR ACTIONS

Section 14.1. Termination . So long as no Material Default or Lease Event of Default shall have occurred and be continuing, the Lessee shall have the right, at its option, within 180 days after the Lessee first receives notice or has Actual Knowledge of the occurrence of an event or condition described below in this Section 14.1 , to deliver notice (an “ Owner Breach Termination Notice ”) to the Lessor, the Owner Participant, and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, of its decision to terminate this Facility Lease (which Termination Date (the “ Owner Breach Termination Date ”), must be a date not less than 270 days after the date the Owner Breach Termination Notice is delivered to Lessor) if (other than primarily as a result of an event or

condition caused by the Lessee or any Affiliate thereof) any of the following shall have occurred and be continuing on the Owner Breach Termination Date:

(i) there is a material continuing breach by either the Lessor or the Owner Participant of its covenants in Section 4.2 hereof or Section 10 of the Participation Agreement, which breach remains unremedied for 10 days after notice to the Lessor and the Owner Participant and which breach shall materially impair the Lessee’s use, possession or enjoyment of the Undivided Interest pursuant to such Sections;

(ii) the Trust Agreement shall be terminated by the Owner Participant or the trust created thereby shall be revoked by the Owner Participant;

(iii) the Owner Participant shall transfer any of the Trust Interest or the Lessor shall transfer any of the Undivided Interest in material violation of the transfer restrictions of the Operative Documents; or

(iv) the Lessor, acting at the express direction of the Owner Participant, or the Owner Participant shall breach any other material covenant of, or representation made by, the Lessor or the Owner Participant, as applicable, under the Operative Documents which breach remains unremedied for 10 days after notice to the Lessor and the Owner Participant and which breach shall (A) materially impair the Lessee’s use, possession or enjoyment of the Undivided Interest, or (B) give rise to a material risk of sale, loss or forfeiture of the Undivided Interest, the Facility or any material related property right

(it being understood and agreed that the Lessee shall not be entitled to exercise the option to terminate in respect of the matters referred to in the preceding clauses (i) through (iv) if, on or prior to the date the Lessee exercises the same, the Owner Participant shall have fully cured the relevant breach and fully compensated the Lessee for all damages incurred or reasonably likely to be incurred by the Lessee in connection therewith).

If the Lessee does not give an Owner Breach Termination Notice within 180 days of the date the Lessee receives notice or first has Actual Knowledge of an event or condition described above, the Lessee will lose its right to terminate this Facility Lease pursuant to this Section 14.1 as a result of such event or condition.

Section 14.2. Solicitation of Offers .

(a) The Lessee shall, as soon as practicable following the Owner Breach Termination Notice, appoint an independent sales agent reasonably satisfactory to the Owner Participant and cause such sales agent to use commercially reasonable efforts to obtain Qualifying Cash Bids. The Lessor shall elect within 180 days of receipt of the Owner Breach Termination Notice whether to sell or retain the Undivided Interest. The Lessor shall provide prompt notice of its election to sell or retain the Undivided Interest to the Lessee. If the Lessor has elected to sell the Undivided Interest, the Lessee shall then have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ) with respect to any Qualifying Cash Bid that the Lessor intends to accept. All the proceeds of any such sale shall be for the account of the Lessor; provided, that so long as the Lien of the Indenture shall not

have been terminated or discharged, such amounts (other than Excepted Payments) shall be paid directly to the Indenture Trustee.

(b) If the Lessee has failed to exercise its right of first refusal and the Lessor accepts a Qualifying Cash Bid, or if the Lessee has exercised its right of first refusal, and the sale of the Undivided Interest is consummated, in either case, on or before the Owner Breach Termination Date, then on the Owner Breach Termination Date, the Lessee shall pay the Lessor, without duplication, (i) the amount, if any, by which the Termination Amount determined as of the Owner Breach Termination Date exceeds the net cash proceeds from the sale, plus (ii) all other amounts due and payable by the Lessee under clauses (a) , (b) and (c) of Section 14.3 , provided, that so long as the Lien of the Indenture shall not have been terminated or discharged, such amounts (other than Excepted Payments) shall be paid directly to the Indenture Trustee.

(c) If no Qualifying Cash Bid is received by the date that is 90 days prior to the Owner Breach Termination Date ( provided that the sales agent has not failed to conduct the bid process diligently and in good faith), then the Lessor shall be deemed to have accepted a Qualifying Cash Bid of zero dollars. The Lessee shall have a right of first refusal (pursuant to the terms and conditions set forth in Section 7.6 of the Participation Agreement, mutatis mutandis ). If the Lessee exercises its right of first refusal, the Lessee shall pay the Lessor, without duplication, (i) the Termination Amount plus (ii) all other amounts due and payable by the Lessee under clauses (a) , (b) and (c) of Section 14.3, provided that so long as the Lien of the Indenture shall not have been terminated or discharged, such amounts (other than Excepted Payments) shall be paid directly to the Indenture Trustee. If the Lessee does not exercise its right of first refusal, then the Facility Lease shall continue as if such Burdensome Termination Notice had not been given. If the Lessee notifies the Lessor that the sales agent has failed to conduct the bid process diligently and in good faith, then the new Owner Breach Termination Date shall be that date that is 120 days after the originally designated Owner Breach Termination Date, the Lessee shall appoint a new sales agent who shall conduct a subsequent bid process and the terms of this Section 14.2 shall apply to such subsequent bid process.

(d) If one or more Qualifying Cash Bids is received by the date that is 90 days prior to the Owner Breach Termination Date ( provided that the sales agent has not failed to conduct the bid process diligently and in good faith), but the Lessor has rejected all such bids, the Owner Breach Termination Date shall be that date that is 90 days after the originally designated Owner Breach Termination Date and the Lessee shall cause the sales agent to conduct a subsequent bid process to be concluded within 90 days, by which point Lessor shall accept the a Qualifying Cash Bid which need not be the highest Qualifying Cash Bid. If no Qualifying Cash Bids are received in such subsequent bid process, then the provisions of Section 14.2(c) (except for the last sentence) shall apply. If the Lessee notifies the Lessor that the sales agent has failed to conduct the bid process diligently in good faith, then the Owner Breach Termination Date shall become that date that is 120 days after the originally designated Owner Breach Termination Date, the Lessee shall appoint a new sales agent who shall conduct a subsequent bid process and the terms of this Section 14.2 shall apply as if such subsequent bid process were the original bid process.

(e) If the Lessor accepts a Qualifying Cash Bid but the sale of the Lessor’s Interest is not consummated within 90 days of accepting such bid ( provided that the Lessor has not failed to

negotiate such sale in good faith), then the Lessee shall, in its sole discretion, elect whether to (i) grant the Lessor additional time to complete the sale of the Lessor’s Interest, or (ii) provide a new Owner Breach Termination Notice to the Lessor. In such case, the provisions of this Section 14 shall apply to such new Owner Breach Termination Notice (except that the requirement that such Owner Breach Termination Notice be given within 180 days of the Lessee receiving notice of or having Actual Knowledge of any event or condition described in Section 14.1 shall not apply).

Section 14.3. Procedure for Exercise of Termination Option .

(a) If the Lessee shall have exercised its option to terminate this Facility Lease under Section 14.1 , on the Owner Breach Termination Date, the Lessee shall pay to the Lessor, without duplication, (i) all Supplemental Rent (including, on an After-Tax Basis, all reasonable and documented out-of-pocket costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee associated with the exercise of the Owner Breach Termination Option and all indemnity amounts not obviated by the termination) accrued and unpaid on or prior to such Owner Breach Termination Date and (ii) any unpaid Basic Rent or Renewal Rent due and payable on or before such Owner Breach Termination Date. All Rent payments (other than Excepted Payments) under Section 14.2 and this Section 14.3 shall, so long as the Lien of the Indenture shall not have been terminated or discharged, be made to the Indenture Trustee.

(b) Upon payment of all sums specified in Section 14.2 and this Section 14.3 and without prejudice to the terms of Section 5 hereof, (i) Periodic Rent and Allocated Rent shall cease to accrue, (ii) the Lessee shall cease to have any liability hereunder (it being understood and agreed that the Lessee shall continue to be obligated to pay Supplemental Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express provisions of any Operative Document, and the obligations of the Guarantor under the Guaranty shall continue with respect to such Supplemental Rent and other surviving obligations of the Lessee), (iii) the Lessor will pay all amounts of principal and interest and other amounts owing by it under the Notes to the Indenture Trustee pursuant to Section 2.10(a) of the Indenture, (iv) this Facility Lease shall terminate, (v) the Lessor shall, at the Lessee’s cost and expense, execute and deliver to the Lessee a release or termination of this Facility Lease, (vi) in connection with any sale of the Lessor’s Interest pursuant to Section 14.2 , the Lessor shall transfer (by an appropriate instrument of transfer in form and substance reasonably satisfactory to the Lessor and prepared by and at the expense of the Lessee) all of its right, title and interest in and to the Lessor’s Interest to the purchaser on an “as is”, “where is” and “with all faults” basis, without representations or warranties other than a warranty of the Lessor as to the absence of Lessor’s Liens and a warranty of the Owner Participant as to the absence of Owner Participant’s Liens, (vii) so long as the Lien of the Indenture has not been discharged or terminated, the Lessor shall use all reasonable efforts to cause the Indenture Trustee to discharge or terminate such Lien, and (viii) the Lessor shall execute and deliver, and shall use all reasonable efforts to cause the Indenture Trustee to execute and deliver, appropriate releases and other documents or instruments necessary to effect the foregoing, all to be prepared, filed and recorded (as appropriate) by and at the cost and expense of the Lessee.

(c) It shall be a condition of the termination of this Facility Lease pursuant to this Section 14 that the Lessee shall pay all amounts it is obligated to pay under Section 14.2 and this Section 14.3 . If the Lessee fails to consummate the termination option under Section 14.1 after giving notice of its intention to do so, (A) the Facility Lease shall continue, (B) such failure to consummate shall not constitute a default under this Facility Lease, and (C) if such failure is a consequence of a failure of the Lessee to fulfill its obligations under this Section 14 , the Lessee will lose its right to terminate this Facility Lease pursuant to this Section 14 as a result of such event or condition during the remainder of the Lease Term. Whether or not this Facility Lease is terminated, the Lessee shall in any event pay, on an After-Tax Basis, all reasonable, documented out-of-pocket costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee in connection with the exercise by the Lessee of its right to terminate this Facility Lease under this Section 14 .

Section 14.4. Right of Lessor to Retain the Undivided Interest .

(a) If the Lessor elects to retain the Undivided Interest pursuant to this Section 14.4 , on the Owner Breach Termination Date, the Lessee shall pay to the Lessor, without duplication, (i) all Supplemental Rent accrued and unpaid on or prior to such Owner Breach Termination Date (including, on an After-Tax Basis, all reasonable and documented out-of-pocket costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee, the Pass Through Trustee, the Trust Company and the Pass Through Trust Company, and all sales, use, value added, transfer, stamp and other similar Taxes associated with the exercise of the termination option pursuant to this Section 14.4 ) and (ii) any unpaid Periodic Rent due and payable on or before such Owner Breach Termination Date and the Periodic Rent due and payable on such Owner Breach Termination Date, but shall not be required to pay any Termination Amount.

(b) Concurrently with the payment of all sums required to be paid pursuant to this Section 14.4 , (i) Periodic Rent and Allocated Rent shall cease to accrue, (ii) the Lessee shall cease to have any liability hereunder (it being understood and agreed that the Lessee shall continue to be obligated to pay Supplemental Rent and other obligations (including those under Sections 9.1 and 9.2 of the Participation Agreement and the Tax Indemnity Agreement) surviving pursuant to the express provisions of any Operative Document, and the obligations of the Guarantor under the Guaranty shall continue with respect to such Supplemental Rent and other surviving obligations of the Lessee), (iii) the Lessor will pay all amounts of principal and interest and other amounts owing by it under the Notes (including any Special Event Amount) to the Indenture Trustee pursuant to Section 2.10(a) of the Indenture, (iv) the Lessee shall return the Undivided Interest to the Lessor in accordance with Section 5.1 , and (v) the Lessor shall execute and deliver appropriate documents or instruments necessary to effect the foregoing, all to be prepared, filed and recorded (if appropriate) by and at the cost and expense of the Lessee.

(c) It shall be a condition to the termination of this Facility Lease pursuant to this Section 14.4 that the Lessor and the Lessee shall each pay all amounts that each is obligated to pay under this Section 14.4 . The Lessor shall, if it fails to pay any amounts due and payable by it pursuant to this Section 14.4 , thereafter forfeit the right to exercise its retention option pursuant to this Section 14.4 ; provided, however , that in no event shall any failure by the Lessor to pay any such amounts result in a Indenture Event of Default or be construed as a waiver by the

Lessor of any failure by the Lessee to perform any of its obligations contained in this Facility Lease or in any other Operative Document.

Section 14.5. Certain Conditions to Termination . Anything to the contrary in this Section 14 notwithstanding, the Lessee and the Lessor agree (without relieving the Lessor of any liability hereunder) that, so long as the Lien of the Indenture shall not have been terminated or discharged, no termination of this Facility Lease pursuant to this Section 14 shall be effective and the Lessee’s rights and obligations under this Facility Lease immediately prior to the election to terminate this Facility Lease pursuant to Section 14.1 shall remain in full force and effect in all respects (regardless of whether the Lessor shall elect to retain or sell the Lessor’s Interest in connection with such proposed termination) unless and until the Lessor shall have paid all outstanding principal and accrued interest on the Notes pursuant to Section 14.3 and all other amounts due by Lessor under the Indenture on such proposed date of termination.

Section 14.6. Revocation of Election to Terminate . If the Lessor has not accepted a Qualifying Cash Bid, the Lessee may, at its election, but not less than 90 days prior to the Owner Breach Termination Date, revoke its notice of termination to the Lessor, the Owner Participant and, so long as the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, in which event this Facility Lease shall continue and no Lease Event of Default shall occur as a result of such revocation. The Lessee will reimburse, on an After-Tax Basis, the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee for all costs and expenses incurred as a result of such notice and revocation of termination, and will have the right to reinstitute the termination procedures.

SECTION 15. LEASE RENEWAL

Section 15.1. Renewal Terms .

(a) Not earlier than 36 months prior to, but not less than 18 months prior to, the expiration of the Basic Term, so long as no Material Default or Lease Event of Default shall have occurred and be continuing on the date any notice is given pursuant to this Section 15.1(a) and no Material Default or Lease Event of Default shall have occurred and be continuing on the date the lease renewal proposed pursuant to this Section 15.1(a) is to commence, the Lessee may deliver to the Lessor notice of the Lessee’s tentative interest in renewing (which, if not withdrawn on or prior to the date that is 18 months prior to the expiration of the Basic Term, shall become an irrevocable election to renew) this Facility Lease (together with any and all Other Facility Leases which are held by or for the benefit of the Owner Participant or any of its Affiliates) for a term (the “ Limited Renewal Term ”) commencing on the day following the last day of the Basic Term and continuing for a period ending on a date to be specified by the Lessee which shall not be later than the earliest of (i) the latest date as of which the estimated Fair Market Sales Value of the Undivided Interest (without taking into account inflation or deflation subsequent to the Closing Date), determined by the Appraisal Procedure (which shall be commenced not earlier than 36 months prior to the expiration of the Basic Term), shall equal 20% of the Purchase Price and (ii) the date as of which the sum of the period of the proposed Limited Renewal Term and the Basic Term shall equal the earlier of (A) 75% of the estimated economic useful life of the Undivided Interest as measured from the Closing Date and determined by such Appraisal Procedure and (B) January 15, 2047.

(b) Not earlier than 36 months prior to, but not less than 18 months prior to, the expiration of the Limited Renewal Term, so long as no Material Default or Lease Event of Default shall have occurred and be continuing on the date any notice is given pursuant to this Section 15.1(b) and no Material Default or Lease Event of Default shall have occurred and be continuing on the date the lease renewal proposed pursuant to this Section 15.1(b) is to commence, the Lessee may deliver to the Lessor notice of the Lessee’s tentative interest in renewing (which, if not withdrawn on or prior to the date that is 18 months prior to the expiration of the Limited Renewal Term, shall become an irrevocable election to renew) this Facility Lease (together with any and all Other Facility Leases which are held by or for the benefit of the Owner Participant or any of its Affiliates) for a term (the “ Second Renewal Term ”) commencing on the day following the last day of the Limited Renewal Term and continuing for a period ending on a date to be specified by the Lessee which shall not be later than the earliest of (i) the latest date as of which the estimated Fair Market Sales Value of the Undivided Interest (without taking into account inflation or deflation subsequent to the Closing Date), determined by the Appraisal Procedure (which shall be commenced not earlier than 36 months prior to the expiration of the Limited Renewal Term), shall equal 20% of the Purchase Price and (ii) the date as of which the sum of the period of the proposed Second Renewal Term, the Limited Renewal Term and the Basic Term shall equal the earlier of (A) 75% of the estimated economic useful life of the Undivided Interest as measured from the Closing Date and determined by such Appraisal Procedure and (B) January 15, 2047.

Section 15.2. Fair Market Value Renewal Terms . Not earlier than 36 months prior to, but not less than 18 months prior to, the expiration of the Basic Term or any Renewal Term thereafter, so long as no Material Default or Lease Event of Default shall have occurred and be continuing on the date any notice is given pursuant to this Section 15.2 and no Material Default or Lease Event of Default shall have occurred and be continuing on the date the lease renewal proposed pursuant to this Section 15.2 is to commence, the Lessee may deliver to the Lessor irrevocable notice of the Lessee’s election to renew this Facility Lease (together with any and all Other Facility Leases which are held by or for the benefit of the Owner Participant or any of its Affiliates) for either a term in which the Renewal Rent will be Fair Market Rental Value (such term, a “ Fair Market Value Renewal Term ”) or, in the case of an election to renew at the end of the Limited Renewal Term, the Second Renewal Term if the Lessee subsequently provides the notice described in Section 15.1(b) , in either case commencing on the day following the last day of the Basic Term or Renewal Term otherwise expiring and extending for no less than two years and no more than five years.

Section 15.3. Renewal Rent and Termination Amounts for Renewal Term . Renewal Rent shall be paid in arrears on each June 1 and December 1 during each Renewal Term. The installment of Renewal Rent payable in arrears on each such Rent Payment Date during the Limited Renewal Term shall be equal to the lesser of (a) 37.5% of the quotient during the first five years after the Basic Term, and 25% of the quotient thereafter, obtained by dividing (i) the sum of the actual amounts of Basic Rent paid on each Rent Payment Date during the Basic Term (without including in such Basic Rent any amount attributable to adjustments to Basic Rent pursuant to clause (i) and, unless the applicable Modifications were financed with Additional Equity Investments, clause (ii) of Section 3.4(a)) by (ii) the number of years comprising the Basic Term and (b) the Fair Market Rental Value for the Undivided Interest for the Limited Renewal Term. The installment of Renewal Rent payable in arrears on each Rent Payment Date during the

Second Renewal Term shall be equal to the lesser of (A) 37.5% of the quotient during the first five years after the Basic Term, and 25% of the quotient thereafter, obtained by dividing (1) the sum of the actual amounts of Basic Rent paid on each Rent Payment Date during the Basic Term (without including in such Basic Rent any amount attributable to adjustments to Basic Rent pursuant to clause (i) and, unless the applicable Modifications were financed with Additional Equity Investments, clause (ii) of Section 3.4(a)) by (2) the number of years comprising the Basic Term and (B) the Fair Market Rental Value for the Undivided Interest for the Second Renewal Term. The installment of Renewal Rent payable in arrears on each Rent Payment Date during a Fair Market Value Renewal Term shall be equal to the Fair Market Rental Value for the Undivided Interest determined as of the commencement of such Fair Market Value Renewal Term. The Termination Amount during any such extended term shall be the Fair Market Sales Value for the Undivided Interest determined as of the commencement of such extended term without giving effect to any such extension.

Section 15.4. Determination of Fair Market Rental Value and Fair Market Sales Value . The Fair Market Rental Value of the Undivided Interest and the Fair Market Sales Value of the Undivided Interest as of the commencement of any Renewal Term shall be determined by agreement of the Lessor and the Lessee within six months after receipt by the Lessor of notice from the Lessee of its interest in considering a renewal pursuant to Section 15.1 or 15.2 (but not more than 36 months before the commencement of any such Renewal Term) or, if they shall fail to agree within such six month period, shall be determined in accordance with the Appraisal Procedure by an Independent Appraiser, the fees and expenses of which shall be borne pro rata by the Lessee, the Owner Participant and the Other Owner Participants.

SECTION 16. LEASE EVENTS OF DEFAULT

Each of the following events shall constitute a “Lease Event of Default” hereunder (whether any such event shall be voluntary or involuntary or come about or be effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court or any order, rule or regulation of any Governmental Entity or otherwise):

(a) the Lessee shall fail to make any payment of Basic Rent, Renewal Rent, Termination Amount, PVRR Amount or any Special Event Amount after the same shall have become due and such failure shall have continued for a period of ten days;

(b) the Lessee shall fail to make any payment due under any of the Operative Documents (except Excepted Payments, unless the Owner Participant shall have declared a default with respect thereto) other than those referred to in clause (a) after the same shall have become due and such failure shall have continued for a period of 30 days after receipt by the Lessee of notice of such failure from the Owner Participant, the Lessor, the Indenture Trustee or the Pass Through Trustee;

(d) any material representation or warranty made by the Lessee or the Guarantor in the Operative Documents (other than a Tax Representation), or in any document or certificate

delivered by the Lessee or the Guarantor in connection therewith or pursuant thereto shall prove to have been incorrect in any material respect when made or misleading in any material respect when made because of the omission to state a material fact and such incorrect or misleading representation is and continues to be material and unremedied for a period of 30 days after receipt by the Lessee or the Guarantor of notice thereof from the Owner Participant, the Lessor, the Indenture Trustee or the Pass Through Trustee; provided, however , that if such condition cannot be remedied within such 30-day period, then the period within which to remedy such condition shall be extended up to an additional 180 days, so long as the Lessee or the Guarantor, as applicable, diligently pursues such remedy and such condition is reasonably capable of being remedied within such additional 180 day period;

(e) the Lessee shall fail to perform or observe in any material respect its obligations set forth in the Consent Decree or Sections 5 , 10.2(a) , 10.2(b) or 10.3(c) hereof or the Lessee or the Guarantor, as applicable, shall fail to perform or observe in any material respect its obligations set forth in Section 5.1 , 5.2, 5.4, 5.9 or Section 13.1 of the Participation Agreement or the Guarantor shall fail to perform or observe in any material respect its obligations set forth in Section 3.1 , 3.2 , 3.3 or 3.4 of the Guaranty;

(f) failure by the Lessee, or the Guarantor where expressly provided, to comply with any other material obligation under the Operative Documents or the Operating Agreement to be performed or observed by the Lessee or the Guarantor and such failure shall continue for a period of 30 days after notice by the Lessor or the Indenture Trustee; provided, however , that if such condition cannot be remedied within 30 days, then the period within which to remedy such condition shall be extended up to an additional 180 days (or 365 days once the Notes have been paid), so long as the Lessee diligently pursues such remedy and such condition is reasonably capable of being remedied within such additional 180-day, or 365-day, as applicable, period; and provided, further, that in the case of the Lessee’s obligations set forth in clause (a)(ii) of Section 7.1 and in clause (x) of Section 8.1 , if, to the extent and for so long as, a test, challenge, appeal or proceeding with respect to or involving any action or inaction giving rise to, causing (in whole or in part) or otherwise resulting in such non-compliance shall be prosecuted in good faith by the Lessee, the failure by the Lessee to comply with such requirement shall not constitute a Lease Event of Default if such test, challenge, appeal or proceeding shall not involve (i) any material risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on, any part of the Facility or the impairment of the use, operation or maintenance of the Facility in any material respect or any material adverse effect on the right, title and interest of the Lessor, the Owner Participant or the Indenture Trustee in or to the Undivided Interest or the coverage under the provisions of any insurance policy required to be carried pursuant to this Facility Lease, or the imposition of any sanction or (ii) the risk of any criminal or material civil liability being incurred by the Owner Participant, the OP Guarantor, the Lessor or the Indenture Trustee or any Material Adverse Effect, including, without limitation, subjecting the Owner Participant, the OP Guarantor or the Lessor to regulation as a public utility under Applicable Law; and provided, further, in the case of the Lessee’s obligations set forth in clause (a)(ii) of Section 7.1 and in clause (x) of Section 8.1 , if the noncompliance is not a type that can be immediately remedied, the failure to comply shall not be a Lease Event of Default if the Lessee is taking all reasonable action to remedy such noncompliance and if, but only if, such noncompliance shall not create a material risk that the events described in the preceding clause (i) or (ii) will occur; and provided, further, that such noncompliance, test, challenge, appeal or review shall not extend beyond the

scheduled expiration of the Basic Term or any Renewal Term then in effect or irrevocably elected by the Lessee;

(g) the Lessee or the Guarantor shall (i) commence a voluntary case or other proceeding seeking relief under Title 11 of the Bankruptcy Code or liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect, or apply for or consent to the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or (ii) consent to, or fail to controvert in a timely manner, any such relief or the appointment of or taking possession by any such official in any involuntary case or other proceeding commenced against it, or (iii) file an answer admitting the material allegations of a petition filed against it in any such proceeding, or (iv) make a general assignment for the benefit of creditors;

(h) an involuntary case or other proceeding shall be commenced against the Lessee or the Guarantor seeking (i) liquidation, reorganization or other relief with respect to it or its debts under Title 11 of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now or hereafter in effect, or (ii) the appointment of a trustee, receiver, liquidator, custodian or other similar official with respect to it or any substantial part of its property or (iii) the winding-up or liquidation of such Person; and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 90 days;

(i) any of the Site Lease, the Site Sublease, the Support Agreement, the Operating Agreement or any other material Operative Document shall have been cancelled or terminated by any Lessee Person, or shall otherwise cease to be in full force and effect as a result of any Lessee Person’s action or inaction, unless, in any such case, alternative arrangements satisfactory to the Lessor and the Owner Participant have been made and the Lessor and the Owner Participant shall have so acknowledged in writing;

(j) upon the election of the Owner Participant, a lease event of default under an Other Facility Lease with respect to another undivided interest in the Facility held by or for the benefit of the Owner Participant or any if its Affiliates; or

(k) the Guaranty shall cease to be a valid, binding and enforceable obligation of the Guarantor as a result of one or more Lessee Person’s actions or failures to act or the Guarantor shall disavow, reject, rescind or repudiate the Guaranty.

SECTION 17. REMEDIES

Section 17.1. Remedies for Lease Event of Default . Upon the occurrence of any Lease Event of Default and at any time thereafter so long as the same shall be continuing, the Lessor may, at its option, declare this Facility Lease to be in default by notice to the Lessee; provided that upon the occurrence of a Lease Event of Default described in paragraph (g) or (h) of Section 16 , this Facility Lease shall automatically be deemed to be in default without the need for giving any notice; and at any time thereafter, so long as the Lessee shall not have remedied all outstanding Lease Events of Default, the Lessor may do one or more of the following, as the Lessor in its sole discretion shall elect, to the extent permitted by, and subject to compliance with any mandatory requirements of, Applicable Law then in effect:

(a) proceed by appropriate court action or actions, either at law or in equity, to enforce performance by the Lessee or the Guarantor, at the Lessee’s sole cost and expense, of the applicable covenants and terms of this Facility Lease or the other Operative Documents or to recover damages for breach thereof;

(b) by notice in writing to the Lessee, terminate this Facility Lease whereupon all rights of the Lessee to the possession and use of the Undivided Interest under this Facility Lease shall absolutely cease and terminate but the Lessee shall remain liable as hereinafter provided in paragraph (c) ; and thereupon, the Lessor may demand that the Lessee, and the Lessee shall, upon written demand of the Lessor and at the Lessee’s expense, forthwith return possession of the Undivided Interest to the Lessor in the manner and condition required by, and otherwise in accordance with all of the provisions of, Section 5.2 , and the Lessor may thenceforth hold, possess and enjoy the same free from any right of the Lessee, or its successor or assigns, to use the Undivided Interest for any purpose whatever;

(c) sell the Lessor’s Interest at public or private sale, as the Lessor may determine, free and clear of any rights of the Lessee under this Facility Lease and without any duty to account to the Lessee with respect to such sale or for the proceeds thereof (except to the extent required by paragraph (f) below if the Lessor elects to exercise its rights under said paragraph and by Applicable Law), in which event (i) Allocated Rent shall cease to accrue, and (ii) the Lessee’s obligation to pay Periodic Rent hereunder due for any periods subsequent to the date of such sale shall terminate (except to the extent that such Rent is to be included in computations under paragraph (f) below if the Lessor elects to exercise its rights under said paragraph);

(d) hold, keep idle or lease to others the Lessor’s Interest as the Lessor in its sole discretion may determine, free and clear of any rights of the Lessee under this Facility Lease and without any duty to account to the Lessee with respect to such action or inaction or for any proceeds with respect thereto, except to the extent required by Applicable Law, except that the Lessee’s obligation to pay Periodic Rent due for any periods subsequent to the date upon which the Lessee shall have been deprived of possession and use of the Facility pursuant to this Section 17 shall be reduced by the net proceeds, if any, received by the Lessor from leasing the Undivided Interest to any Person other than the Lessee (the Lessor having no obligation to so lease the Undivided Interest); and

(e) whether or not the Lessor shall have exercised, or shall thereafter at any time exercise, any of its rights under paragraph (b) above with respect to the Undivided Interest, the Lessor, by notice to the Lessee specifying a Termination Date that shall be not earlier than ten days after the date of such notice, may demand that the Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, on the Termination Date specified in such notice, (i) any unpaid Periodic Rent due and payable before such Termination Date, plus (ii) if such Termination Date shall be a Rent Payment Date, any Periodic Rent due and payable on such Rent Payment Date, plus (iii) as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Periodic Rent due after the Termination Date specified in such notice) (as the Lessor shall decide in its sole discretion) (A) an amount equal to the excess, if any, of the Termination Amount computed as of the Termination Date specified in such notice over the Fair Market Sales Value of the Lessor’s Interest as of the Termination Date specified in such notice; or (B) an amount equal to the excess,

if any, of the Termination Amount computed as of the Termination Date specified in such notice over the Fair Market Rental Value of the Lessor’s Interest until the end of the Basic Term or the then current Renewal Term, as the case may be, after discounting such Fair Market Rental Value semiannually to present value as of the Termination Date specified in such notice at a rate equal to the Lease Debt Rate, or (C) an amount equal to the Termination Amount computed as of the Termination Date specified in such notice provided that upon payment of such Termination Amount by the Lessee pursuant to this clause (C) and all other Rent then due and unpaid by the Lessee, the Lessor shall appoint an independent sales agent reasonably satisfactory to the Lessee and cause such sales agent to use commercially reasonable efforts to obtain Qualifying Cash Bids. If one or more Qualifying Cash Bids is received within 90 days of the appointment of the sale agent, the Lessor shall transfer to the highest bidder (or its designee) on an “as is”, “where is” and “with all faults” basis, without representations or warranties other than a warranty of the Lessor as to the absence of Lessor’s Liens and of the Owner Participant as to the absence of Owner Participant’s Liens, all of its right, title and interest in and to the Lessor’s Interest, and the Lessor shall pay the net sales proceeds to the Lessee. Notwithstanding the foregoing, if in the case of clause (A) or (B) above the Lessor shall be unable to obtain constructive possession of the Undivided Interest sufficient to realize the economic benefit of the Lessor’s Interest, the Fair Market Rental Value and Fair Market Sales Value of the Lessor’s Interest shall be deemed equal to $0 (zero). Upon payment of the amounts specified in any of clause (A) , (B) or (C) above, this Facility Lease, and the Lessee’s obligation to pay Periodic Rent or the Termination Amount hereunder due for any periods subsequent to the date of such payment, shall terminate; and

(f) if the Lessor shall have sold the Lessor’s Interest pursuant to paragraph (c) above, the Lessor may, if it shall so elect, demand that the Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, as liquidated damages for loss of a bargain and not as a penalty (in lieu of the Periodic Rent due for any periods subsequent to the date of such sale), an amount equal to (i) any unpaid Periodic Rent due and payable before the date of such sale, plus (ii)(A) if that date is a Rent Payment Date, the Periodic Rent due on that date, or (B) if that date is not a Rent Payment Date or a Termination Date, the daily equivalent of Periodic Rent for the period from the preceding Termination Date to the date of such sale, plus (iii) the amount, if any, by which the Termination Amount computed as of the Termination Date next preceding the date of such sale, or if such sale occurs on a Rent Payment Date or a Termination Date, then computed as of such date, exceeds the net proceeds of such sale, and, upon payment of such amounts, this Facility Lease and the Lessee’s obligation to pay Periodic Rent or the Termination Amount for any periods subsequent to the date of such payment shall terminate.

The Lessee’s liability in connection with the exercise of any or all of the foregoing remedies shall be the Termination Amount computed as of the Termination Date occurring on or immediately prior to the date the Lessor declares this Facility Lease to be in default or it is otherwise deemed to be in default, except in the case of a Lease Event of Default resulting from a breach by the Lessee of its obligations under Section 5.12 of the Participation Agreement, in which case the Lessee’s liability shall be the PVRR Amount. In addition, the Lessee shall be liable for (i) any and all unpaid Periodic Rent and Supplemental Rent (other than the Termination Amount) due hereunder before or during the exercise of any of the foregoing remedies, and (ii), if the Lessee’s liability shall be calculated by reference to the Termination Amount, on an After-Tax Basis, reasonable and documented legal fees and other costs and expenses incurred by reason of the occurrence of any Lease Event of Default or the exercise of the Lessor’s remedies

with respect thereto, including the repayment in full of any reasonable and documented costs and expenses necessary to be expended in connection with the return of the Undivided Interest in accordance with Section 5.2 hereof, including, without limitation, any reasonable and documented costs and expenses incurred by the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through Trustee in connection with retaking constructive possession of, or in repairing, the Undivided Interest in order to cause it to be in compliance with all maintenance standards imposed by this Facility Lease.

Section 17.2. Cumulative Remedies . The remedies in this Facility Lease provided in favor of the Lessor shall not be deemed exclusive, but shall be cumulative and shall be in addition to all other remedies in its favor existing at law or in equity; and the exercise or beginning of exercise by the Lessor of any one or more of such remedies shall not preclude the simultaneous or later exercise by the Lessor of any or all of such other remedies. To the extent permitted by Applicable Law, the Lessee hereby waives any rights now or hereafter conferred by statute or otherwise which may require the Lessor to sell, lease or otherwise use the Facility or any Component thereof in mitigation of the Lessor’s damages as set forth in this Section 17 or which may otherwise limit or modify any of the Lessor’s rights and remedies in this Section 17 .

Section 17.3. No Delay or Omission to be Construed as Waiver . No delay or omission to exercise any right, power or remedy accruing to the Lessor upon any breach or default by the Lessee under this Facility Lease shall impair any such right, power or remedy of the Lessor, nor shall any such delay or omission be construed as a waiver of any breach or default, or of any similar breach or default hereafter occurring; nor shall any waiver of a single breach or default be deemed a waiver of any subsequent breach or default.

SECTION 18. [RESERVED]

SECTION 19. LESSEE’S RIGHT TO SUBLEASE

The Lessee shall have the right to sublease the Undivided Interest without the consent of the Lessor, the Owner Participant, the Indenture Trustee, the Pass Through Trustee or any other Person under the following conditions, it being agreed that the following conditions are reasonable limitations on the Lessee’s rights to sublease:

(a) the sublessee is a United States Person within the meaning of Section 7701(a)(30) of the Code that (i) is a solvent corporation, partnership, business trust, limited liability company or any other entity (not an individual) not subject to bankruptcy proceedings, (ii) is not involved in material litigation with the Owner Participant, the OP Guarantor or any of their respective Affiliates, and (iii) is, or its obligations under the sublease are guaranteed by, or contracted to be performed by, an experienced, reputable operator of United States-based, coal-fired electric generating facilities similar to the Facility;

(b) all terms and conditions of this Facility Lease and the other Operative Documents remain in effect and the Lessee remains fully and primarily liable for its obligations under this Facility Lease and the other Lessee Documents, and the Guarantor shall remain fully liable for its obligations under the Guaranty;

(c) the sublease does not extend beyond the scheduled expiration of the Basic Term or any Renewal Term then in effect or irrevocably elected by the Lessee (and may be terminated upon early termination of this Facility Lease) and is expressly subject and subordinate to this Facility Lease;

(d) no Material Default or Lease Event of Default under this Facility Lease shall have occurred and be continuing;

(e) the sublease prohibits assignment or further subletting;

(f) the Lessee provides the Lessor with 30 days’ notice of the Lessee’s intent to enter into the sublease;

(g) the sublease requires the sublessee to operate and maintain the Undivided Interest in a manner consistent with this Facility Lease;

(h) such sublease shall not cause the property to become “tax-exempt use property” within the meaning of Section 168(h) of the Code (unless the Lessee shall make a payment to the Owner Participant contemporaneously with the execution of the sublease that compensates the Owner Participant, on an After-Tax Basis, for the adverse tax consequences resulting from the classification of the property as “tax-exempt use property”);

(i) the Lessee assigns its rights under such sublease to Lessor as security for Lessee’s obligations under the Operative Documents;

(j) the Lessor, the Owner Participant, and so long as the Notes are outstanding, the Indenture Trustee shall have received an opinion of counsel, which opinion of counsel shall be reasonably acceptable to the recipients thereof, to the effect that all regulatory approvals required to enter into the sublease have been obtained; and

(k) the Lessee or sublessee shall have paid on an After-Tax Basis all reasonable and documented costs and expenses incurred by the Owner Participant, the Lessor, the Indenture Trustee or the Pass Through Trustee in connection with any such sublease, whether or not the sublease is entered into.

As a condition precedent to such sublease, the Lessee shall provide the Lessor, the Owner Participant and, so long as the Notes are outstanding and the Lien of the Indenture shall not have been terminated or discharged, the Indenture Trustee with all documentation in respect of such sublease and an opinion of counsel to the effect that such sublease complies with the provisions of this Section 19 (such documentation, counsel and opinion to be reasonably satisfactory to each such recipient).

SECTION 20. LESSOR’S RIGHT TO PERFORM

Subject to the terms of the Indenture, the Lessor shall have the right, but not the obligation, to remedy, cure or otherwise perform or make payment with respect to any Material Default or Lease Event of Default that has occurred and is continuing within ten Business Days after receipt of notice of such Material Default or Lease Event of Default. Notwithstanding

anything to the contrary contained in the foregoing, the provisions of this Section 20 shall in no event restrict any of the Lessor’s rights following the occurrence of a Lease Event of Default, it being agreed and understood that the Lessor shall be entitled to exercise all of its remedies pursuant to Section 17 upon the occurrence of any such event.

SECTION 21.

SECURITY FOR LESSOR’S OBLIGATION TO THE INDENTURE TRUSTEE; LEASEHOLD MORTGAGE OF LESSEE’S INTEREST IN THE FACILITY LEASE

In order to secure the Notes, the Lessor will assign and grant a first priority security interest in favor of the Indenture Trustee in and to all of the Lessor’s right, title and interest in, to and under this Facility Lease and the Undivided Interest (other than Excepted Payments and the rights to enforce and collect the same). The Lessee hereby consents to such assignment and to the creation of such Lien and security interest and acknowledges receipt of copies of the Indenture, it being understood that such consent shall not affect any requirement or the absence of any requirement for any consent of the Lessee under any other circumstances. Unless and until the Lessee shall have received notice from the Indenture Trustee that the Lien of the Indenture has been fully terminated, the Indenture Trustee shall have the right, but shall not be obligated, to exercise the rights of the Lessor under this Facility Lease to the extent, and subject in each case to the exceptions, set forth in the Indenture. TO THE EXTENT, IF ANY, THAT THIS FACILITY LEASE CONSTITUTES TANGIBLE CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS FACILITY LEASE MAY BE CREATED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING THE RECEIPT THEREFOR EXECUTED BY THE INDENTURE TRUSTEE ON THE SIGNATURE PAGE THEREOF.

SECTION 22. MISCELLANEOUS

Section 22.1. Amendments and Waivers . No term, covenant, agreement or condition of this Facility Lease may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto.

Section 22.2. Notices . Unless otherwise expressly specified or permitted by the terms hereof, all communications and notices provided for herein shall be in writing (which may be sent by telecopy transmission) and any such notice shall become effective (a) upon personal delivery thereof, including, without limitation, by overnight mail or courier service, (b) in the case of notice by United States mail, certified or registered, postage prepaid, return receipt requested, upon receipt thereof, or (c) in the case of notice by telecopy transmission, upon receipt by the sender of a confirmation report that all pages of the telecopy transmission were properly transmitted, in each case addressed to such party and copy party at its address set forth below or at such other address as such party or copy party may from time to time designate by notice to the other party:

	If to the Lessor:

	Mansfield 2007 Trust A
	c/o U.S. Bank Trust National Association
	300 Delaware Avenue, 9th floor
	Wilmington, DE 19801
	Attention: Corporate Trust Services Facsimile: (302) 576-3717

	with a copy to the Owner Participant:

	Hillbrook Corp. 50 Danbury Rd. Suite 100 Wilton, CT 06897-4444 Attention: Chief Financial Officer
	Facsimile: (203) 222-4780

	and to the Indenture Trustee:

	The Bank of New York Trust Company, N.A.
	1660 West 2nd Street, Suite 830
	Cleveland, OH 44113
	Attention: Corporate Trust Department Facsimile: (216) 621-1441

	If to the Lessee:

	FirstEnergy Generation Corp. 76 South Main St. Akron, OH 44308 Attention: Vice President & Treasurer and Associate General Counsel Facsimile: (330) 384-3875

A copy of all notices provided for herein shall be sent by the party giving such notice to each of the other parties hereto.

Section 22.3. Survival . Except for the provisions of Sections 3.3 , 3.5 , 5 , 6 , 8.3 , 9 and 17 , which shall survive, the warranties and covenants made by each party hereto shall not survive the expiration or termination of this Facility Lease in accordance with its terms. Notwithstanding any provisions hereof, any indemnity contained in Sections 9.1 or 9.2 of the Participation Agreement, the Tax Indemnity Agreement or elsewhere in the Operative Documents shall, subject to the provisions thereof, survive the expiration or early termination of this Facility Lease regardless of the cause therefor.

Section 22.4. Successors and Assigns .

(a) This Facility Lease shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto and their respective successors and assigns as permitted by and in accordance with the terms hereof.

(b) Except as expressly provided herein or in the other Operative Documents (including Section 13.1 of the Participation Agreement), neither party hereto may assign its interests or transfer its obligations herein without the consent of the other party hereto.

Section 22.5. Bankruptcy . If any action, proceeding, motion or notice shall be commenced or filed in respect of this Facility Lease or any part of the Facility in connection with any case under the Bankruptcy Code, the Lessor shall have the option, to the exclusion of the Lessee, exercisable upon notice from the Lessor to the Lessee, to conduct and control any such litigation using counsel of the Lessor’s choice. The Lessor may proceed in its own name or in the name of the Lessee in connection with any such litigation, and the Lessee agrees to execute any and all powers, authorizations, consents or other documents required by the Lessor in connection therewith.

Section 22.6. “True Lease” . This Facility Lease shall constitute an agreement of lease and nothing herein shall be construed as conveying to the Lessee any right, title or interest in or to the Undivided Interest except as lessee only.

Section 22.7. Governing Law . This Facility Lease was negotiated in the State of New York which the Lessee and the Lessor agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and, in accordance with § 5-1401 of the New York General Obligations Law, in all respects, including matters of construction, validity and performance, this Facility Lease shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State and any Applicable Law of the United States of America, except that provisions for the creation and enforcement of the leasehold interest created hereby shall be governed by and construed according to the law of the Commonwealth of Pennsylvania, it being understood that, to the fullest extent permitted by the law of the Commonwealth of Pennsylvania, the law of the State of New York shall govern the validity and the enforceability of the representations, warranties, covenants and obligations of the Lessee and the Lessor under this Facility Lease and all other Operative Documents and all of the indebtedness arising hereunder or thereunder. To the fullest extent permitted by law, the Lessee and the Lessor hereby unconditionally and irrevocably waive any claim to assert that the law of any other jurisdiction governs this Facility Lease, except as expressly otherwise provided above.

Section 22.8. Severability . Any provision of this Facility Lease that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 22.9. Counterparts . This Facility Lease may be executed by the parties hereto in separate counterparts, each of which, subject to Section 21 , when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 22.10. Headings and Table of Contents . The headings of the Sections of this Facility Lease and the Table of Contents are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

Section 22.11. Further Assurances . Each party hereto will promptly and duly execute and deliver such further documents and assurances for and take such further action reasonably requested by the other party, all as may be reasonably necessary to carry out more effectively the intent and purpose of this Facility Lease.

Section 22.12. Effectiveness . This Facility Lease has been dated as of the date first above written for convenience only. This Facility Lease shall be effective on the date of execution and delivery by the Lessee and the Lessor.

Section 22.13. Separate Legal Obligation . The parties hereto hereby agree that the Lessee’s obligation to make Excepted Payments is a separate and independent obligation from its obligation to make other Rent payments, and that the Lessee’s obligation to make Excepted Payments may be independently enforced and may be assigned, pledged or otherwise transferred separately from the Lessee’s obligations to make other Rent payments. The obligation to make Excepted Payments has been included herein for the convenience of the parties.

Section 22.14. Measuring Life, etc.

(a) If and to the extent that any of the rights and privileges granted under this Facility Lease would, in the absence of the limitation imposed by this sentence, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule or law relating to the vesting of interests in property or the suspension of the power of alienation of property, then it is agreed that notwithstanding any other provision of this Facility Lease, such options, rights and privileges, subject to the respective conditions hereof governing the exercise of such options, rights and privileges, will be exercisable only during (a) the longer of (i) a period which will end 21 years after the death of the last survivor of the descendants living on the date of the execution of this Facility Lease of the following Presidents of the United States: Franklin D. Roosevelt, Harry S. Truman, Dwight D. Eisenhower, John F. Kennedy, Lyndon B. Johnson, Richard M. Nixon, Gerald R. Ford, James E. Carter, Ronald W. Reagan, George H.W. Bush, William J. Clinton and George W. Bush or (ii) the period provided under the Uniform Statutory Rule Against Perpetuities or (b) the specific applicable period of time expressed in this Facility Lease, whichever of (a) and (b) is shorter.

(b) It is the intention of the Lessor and the Lessee that the Facility, Modifications, Components and every portion thereof is severed, and shall be and remain severed, to the maximum extent permitted by Applicable Law, from the real estate constituting the Facility Site and shall not be or become fixtures or part of the real estate constituting the Facility Site.

Section 22.15. Limitation of Liability . It is expressly understood and agreed by the parties hereto that (a) this Facility Lease is executed and delivered by a duly authorized and empowered

representative of the Trust Company, not individually or personally but solely as the Owner Trustee of and on behalf of the Lessor under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Lessor is made and intended not as personal representation, undertaking and agreement by the Trust Company but for the purpose of binding only the Lessor, (c) nothing herein contained shall be construed as creating any liability on the Trust Company individually or personally, to perform any covenant either expressed or implied herein, all such liability, if any, being expressly waived by the parties hereto or by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall the Trust Company be personally liable for the payment of any indebtedness or expenses of the Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Lessor under this Facility Lease. Notwithstanding the foregoing, the Trust Company, in its capacity as the Owner Trustee of the Lessor, is an intended beneficiary of this Facility Lease.

Section 22.16. Entire Agreement . This Facility Lease, together with the other Operative Documents, constitutes the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all oral and all prior written agreements and understandings with respect to such subject matter.

[Signature pages follow]

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement effective as of July 1, 2007.

	MANSFIELD 2007 TRUST A

	By: U.S. BANK TRUST NATIONAL ASSOCIATION Not in its individual capacity, but solely as Owner Trustee


	By: /s/ Mildred F. Smith

	Name: Mildred F. Smith
	Title: Vice President


	FIRSTENERGY GENERATION CORP.


	By: /s/ James F. Pearson

	Name: James F. Pearson
	Title: Vice President and Treasurer

SCHEDULE 1-A

Rent
Payment		Basic
Date		Rent

Jul 13 2007		0.00000000%
Oct 13 2007		0.00000000%
Dec 1 2007		3.38233986%
Jun 1 2008		3.80445551%
Dec 1 2008		2.96022420%
Jun 1 2009		3.82883506%
Dec 1 2009		2.93584466%
Jun 1 2010		3.86038506%
Dec 1 2010		2.90429466%
Jun 1 2011		3.89415138%
Dec 1 2011		2.87052834%
Jun 1 2012		6.73844504%
Dec 1 2012		2.73820087%
Jun 1 2013		7.42202619%
Dec 1 2013		2.57797381%
Jun 1 2014		7.59372597%
Dec 1 2014		2.40627403%
Jun 1 2015		7.77755034%
Dec 1 2015		2.22244966%
Jun 1 2016		7.08100337%
Dec 1 2016		2.05739884%
Jun 1 2017		3.57599638%
Dec 1 2017		2.00564120%
Jun 1 2018		5.44340352%
Dec 1 2018		1.88817613%
Jun 1 2019		5.47226453%
Dec 1 2019		1.76562655%
Jun 1 2020		3.49065421%
Dec 1 2020		1.70682882%
Jun 1 2021		5.46505172%
Dec 1 2021		1.57841251%
Jun 1 2022		5.49839800%
Dec 1 2022		1.44439020%
Jun 1 2023		3.41138589%
Dec 1 2023		1.37724868%
Jun 1 2024		5.49596965%
Dec 1 2024		1.23644703%
Jun 1 2025		5.53566719%
Dec 1 2025		1.08938754%
Jun 1 2026		3.33632148%
Dec 1 2026		1.01259849%
Jun 1 2027		5.74785790%
Dec 1 2027		0.85041586%
Jun 1 2028		5.81025751%
Dec 1 2028		0.68054128%
Jun 1 2029		2.89591184%
Dec 1 2029		0.60466484%
Jun 1 2030		5.84237943%
Dec 1 2030		0.42527311%
Jun 1 2031		4.85644636%
Dec 1 2031		1.64466237%
Jun 1 2032		3.30857871%
Dec 1 2032		0.17378573%
Jun 1 2033		6.42754680%
Dec 1 2033		0.00338967%
Jun 1 2034		3.78327643%
Dec 1 2034		0.00000000%
Jun 1 2035		4.13994168%
Dec 1 2035		0.00000000%
Jun 1 2036		5.00695850%
Dec 1 2036		0.00000000%
Jun 1 2037		0.37836650%
Dec 1 2037		0.00000000%
Jun 1 2038		0.00000000%
Dec 1 2038		1.78980960%
Jun 1 2039		0.00000000%
Dec 1 2039		0.00000000%
Jun 1 2040		0.00000000%
Jun 13 2040		9.20522065%

SCHEDULE 1-B

Rent Payment Period

From and	To and	Allocated
Including	Excluding	Rent

Jul 13 2007	Oct 13 2007	0.00000000%
Oct 13 2007	Dec 1 2007	1.40499136%
Dec 1 2007	Jun 1 2008	0.00000000%
Jun 1 2008	Dec 1 2008	6.48457549%
Dec 1 2008	Jun 1 2009	0.00000000%
Jun 1 2009	Dec 1 2009	6.48457549%
Dec 1 2009	Jun 1 2010	0.00000000%
Jun 1 2010	Dec 1 2010	6.48457549%
Dec 1 2010	Jun 1 2011	0.00000000%
Jun 1 2011	Dec 1 2011	6.48457549%
Dec 1 2011	Jun 1 2012	0.00000000%
Jun 1 2012	Dec 1 2012	6.48457549%
Dec 1 2012	Jun 1 2013	0.00000000%
Jun 1 2013	Dec 1 2013	6.48457549%
Dec 1 2013	Jun 1 2014	0.00000000%
Jun 1 2014	Dec 1 2014	6.48457549%
Dec 1 2014	Jun 1 2015	0.00000000%
Jun 1 2015	Dec 1 2015	5.39660608%
Dec 1 2015	Jun 1 2016	6.52781645%
Jun 1 2016	Dec 1 2016	0.00000000%
Dec 1 2016	Jun 1 2017	6.26837067%
Jun 1 2017	Dec 1 2017	0.00000000%
Dec 1 2017	Jun 1 2018	7.56559957%
Jun 1 2018	Dec 1 2018	0.00000000%
Dec 1 2018	Jun 1 2019	7.92559226%
Jun 1 2019	Dec 1 2019	0.00000000%
Dec 1 2019	Jun 1 2020	7.92559226%
Jun 1 2020	Dec 1 2020	0.00000000%
Dec 1 2020	Jun 1 2021	7.92559226%
Jun 1 2021	Dec 1 2021	0.00000000%
Dec 1 2021	Jun 1 2022	7.92559226%
Jun 1 2022	Dec 1 2022	0.00000000%
Dec 1 2022	Jun 1 2023	7.92559227%
Jun 1 2023	Dec 1 2023	0.00000000%
Dec 1 2023	Jun 1 2024	7.92559221%
Jun 1 2024	Dec 1 2024	0.00000000%
Dec 1 2024	Jun 1 2025	7.92559252%
Jun 1 2025	Dec 1 2025	0.00000000%
Dec 1 2025	Jun 1 2026	7.92559097%
Jun 1 2026	Dec 1 2026	0.00000000%
Dec 1 2026	Jun 1 2027	7.92559873%
Jun 1 2027	Dec 1 2027	0.00000000%
Dec 1 2027	Jun 1 2028	7.92555994%
Jun 1 2028	Dec 1 2028	0.00000000%
Dec 1 2028	Jun 1 2029	7.92575387%
Jun 1 2029	Dec 1 2029	0.00000000%
Dec 1 2029	Jun 1 2030	7.92478421%
Jun 1 2030	Dec 1 2030	0.00000000%
Dec 1 2030	Jun 1 2031	7.92963252%
Jun 1 2031	Dec 1 2031	0.00000000%
Dec 1 2031	Jun 1 2032	7.90539097%
Jun 1 2032	Dec 1 2032	0.00000000%
Dec 1 2032	Jun 1 2033	8.02659874%
Jun 1 2033	Dec 1 2033	0.00000000%
Dec 1 2033	Jun 1 2034	7.42055987%
Jun 1 2034	Dec 1 2034	0.00000000%
Dec 1 2034	Jun 1 2035	6.48665055%
Jun 1 2035	Dec 1 2035	0.00000000%
Dec 1 2035	Jun 1 2036	6.47420017%
Jun 1 2036	Dec 1 2036	0.00000000%
Dec 1 2036	Jun 1 2037	6.53645209%
Jun 1 2037	Dec 1 2037	0.00000000%
Dec 1 2037	Jun 1 2038	6.22519247%
Jun 1 2038	Dec 1 2038	0.00000000%
Dec 1 2038	Jun 1 2039	7.78149059%
Jun 1 2039	Dec 1 2039	0.00000000%
Dec 1 2039	Jun 1 2040	0.00000000%
Jun 1 2040	Jun 13 2040	2.91805897%

SCHEDULE 1-C

Rent	467 Loan
Payment	Principal	Section 467
Date	Balance	Interest

Jul 13 2007	0.00000000%	0.00000000%
Oct 13 2007	0.00000000%	0.00000000%
Dec 1 2007	1.97734850%	0.00000000%
Jun 1 2008	5.83716977%	0.05536576%
Dec 1 2008	2.47625924%	0.16344075%
Jun 1 2009	6.37442956%	0.06933526%
Dec 1 2009	3.00418276%	0.17848403%
Jun 1 2010	6.94868493%	0.08411712%
Dec 1 2010	3.56296728%	0.19456318%
Jun 1 2011	7.55688174%	0.09976308%
Dec 1 2011	4.15442728%	0.21159269%
Jun 1 2012	11.00919628%	0.11632396%
Dec 1 2012	7.57107916%	0.30825750%
Jun 1 2013	15.20509556%	0.21199022%
Dec 1 2013	11.72423656%	0.42574268%
Jun 1 2014	19.64624116%	0.32827862%
Dec 1 2014	16.11803445%	0.55009475%
Jun 1 2015	24.34688976%	0.45130496%
Dec 1 2015	21.85444625%	0.68171291%
Jun 1 2016	23.01955767%	0.61192449%
Dec 1 2016	25.72150412%	0.64454761%
Jun 1 2017	23.74933194%	0.72020212%
Dec 1 2017	26.41995444%	0.66498129%
Jun 1 2018	25.03751711%	0.73975872%
Dec 1 2018	27.62674372%	0.70105048%
Jun 1 2019	25.94696481%	0.77354882%
Dec 1 2019	28.43910637%	0.72651501%
Jun 1 2020	24.80046330%	0.79629498%
Dec 1 2020	27.20170510%	0.69441297%
Jun 1 2021	25.50281229%	0.76164774%
Dec 1 2021	27.79530355%	0.71407874%
Jun 1 2022	26.14637778%	0.77826850%
Dec 1 2022	28.32286656%	0.73209858%
Jun 1 2023	24.60170044%	0.79304026%
Dec 1 2023	26.66779673%	0.68884761%
Jun 1 2024	24.9848724823%	0.7466983084%
Dec 1 2024	26.9208959447%	0.6995764295%
Jun 1 2025	25.2847556996%	0.7537850865%
Dec 1 2025	27.0821163968%	0.7079731596%
Jun 1 2026	23.2511461708%	0.7582992591%
Dec 1 2026	24.9147767562%	0.6510320928%
Jun 1 2027	23.4346496824%	0.6976137492%
Dec 1 2027	24.9412357313%	0.6561701911%
Jun 1 2028	23.5242878994%	0.6983546005%
Dec 1 2028	24.8635092419%	0.6586800612%
Jun 1 2029	20.5298454695%	0.6961782588%
Dec 1 2029	21.7093459822%	0.5748356731%
Jun 1 2030	20.2348028887%	0.6078616875%
Dec 1 2030	21.2266504844%	0.5665744809%
Jun 1 2031	18.7478105389%	0.5943462136%
Dec 1 2031	20.9174115993%	0.5249386951%
Jun 1 2032	16.9062868667%	0.5856875248%
Dec 1 2032	17.5534486323%	0.4733760323%
Jun 1 2033	16.4458932518%	0.4914965617%
Dec 1 2033	16.9097679320%	0.4604850110%
Jun 1 2034	13.7459579943%	0.4734735021%
Dec 1 2034	14.1308448181%	0.3848868238%
Jun 1 2035	12.1797996012%	0.3956636549%
Dec 1 2035	12.5208339900%	0.3410343888%
Jun 1 2036	11.4041756749%	0.3505833517%
Dec 1 2036	11.7234925938%	0.3193169189%
Jun 1 2037	5.8936647948%	0.3282577926%
Dec 1 2037	6.0586874091%	0.1650226143%
Jun 1 2038	0.0031381884%	0.1696432475%
Dec 1 2038	1.7930356577%	0.0000878693%
Jun 1 2039	-5.9382499291%	0.0502049984%
Dec 1 2039	-6.1045209271%	-0.1662709980%
Jun 1 2040	-6.2754475131%	-0.1709265860%
Jun 13 2040	0.0000000000%	-0.0117141687%

SCHEDULE 2

		Termination
Termination		Amount
Date		Percentage

Aug 13 2007		102.18812856%
Sep 13 2007		102.85437442%
Oct 13 2007		103.51236891%
Nov 13 2007		104.17158563%
Dec 1 2007		101.25174736%
Jan 1 2008		101.89123980%
Feb 1 2008		102.53181785%
Mar 1 2008		103.17348961%
Apr 1 2008		103.81626322%
May 1 2008		104.45390260%
Jun 1 2008		101.28815863%
Jul 1 2008		101.91210562%
Aug 1 2008		102.53702369%
Sep 1 2008		103.16292010%
Oct 1 2008		103.78355785%
Nov 1 2008		104.40514243%
Dec 1 2008		102.06745670%
Jan 1 2009		102.68471189%
Feb 1 2009		103.30288911%
Mar 1 2009		103.92199525%
Apr 1 2009		104.54203724%
May 1 2009		105.15722348%
Jun 1 2009		101.94448169%
Jul 1 2009		102.54984382%
Aug 1 2009		103.15607053%
Sep 1 2009		103.76316830%
Oct 1 2009		104.36534504%
Nov 1 2009		104.96836306%
Dec 1 2009		102.63638397%
Jan 1 2010		103.23530487%
Feb 1 2010		103.83504320%
Mar 1 2010		104.43560509%
Apr 1 2010		105.03699671%
May 1 2010		105.63386755%
Jun 1 2010		102.37115595%
Jul 1 2010		102.95898462%
Aug 1 2010		103.54758810%
Sep 1 2010		104.13697220%
Oct 1 2010		104.72178605%
Nov 1 2010		105.30735269%
Dec 1 2010		102.98938311%
Jan 1 2011		103.57111560%
Feb 1 2011		104.15357836%
Mar 1 2011		104.73677688%
Apr 1 2011		105.32071670%
May 1 2011		105.90046681%
Jun 1 2011		102.58678153%
Jul 1 2011		103.15735947%
Aug 1 2011		103.72862740%
Sep 1 2011		104.30059050%
Oct 1 2011		104.8683174550%
Nov 1 2011		105.4367136127%
Dec 1 2011		103.1352556842%
Jan 1 2012		103.7000688607%
Feb 1 2012		104.2655300118%
Mar 1 2012		104.8316440311%
Apr 1 2012		105.3984158502%
May 1 2012		105.9613306604%
Jun 1 2012		99.7864347981%
Jul 1 2012		100.3239994191%
Aug 1 2012		100.8621742667%
Sep 1 2012		101.4009639610%
Oct 1 2012		101.9358533828%
Nov 1 2012		102.4713335929%
Dec 1 2012		100.2692082068%
Jan 1 2013		100.8013636991%
Feb 1 2013		101.3340901207%
Mar 1 2013		101.8673918107%
Apr 1 2013		102.4012731430%
May 1 2013		102.9316352571%
Jun 1 2013		96.0405293403%
Jul 1 2013		96.5411398470%
Aug 1 2013		97.0422862373%
Sep 1 2013		97.5439726002%
Oct 1 2013		98.0420997906%
Nov 1 2013		98.5407448959%
Dec 1 2013		96.4619380625%
Jan 1 2014		96.9575276411%
Feb 1 2014		97.4536167744%
Mar 1 2014		97.9502092916%
Apr 1 2014		98.4473090503%
May 1 2014		98.9412216117%
Jun 1 2014		91.8418959126%
Jul 1 2014		92.3044428937%
Aug 1 2014		92.7674575524%
Sep 1 2014		93.2309434913%
Oct 1 2014		93.6912060120%
Nov 1 2014		94.1519197648%
Dec 1 2014		92.2068142065%
Jan 1 2015		92.6647425785%
Feb 1 2015		93.1231053839%
Mar 1 2015		93.5819059891%
Apr 1 2015		94.0411477873%
May 1 2015		94.4974767698%
Jun 1 2015		87.1766786540%
Jul 1 2015		87.5998154931%
Aug 1 2015		88.0233570157%
Sep 1 2015		88.4473063797%
Oct 1 2015		88.8683093381%
Nov 1 2015		89.2897017099%

SCHEDULE 2

		Termination
Termination		Amount
Date		Percentage

Dec 1 2015		87.4890368863%
Jan 1 2016		87.9078598302%
Feb 1 2016		88.3270565932%
Mar 1 2016		88.7466301153%
Apr 1 2016		89.1665833604%
May 1 2016		89.5837917552%
Jun 1 2016		82.9203593826%
Jul 1 2016		83.3072100476%
Aug 1 2016		83.6944026280%
Sep 1 2016		84.0819398401%
Oct 1 2016		84.4666968627%
Nov 1 2016		84.8517808983%
Dec 1 2016		83.1797957177%
Jan 1 2017		83.5624140794%
Feb 1 2017		83.9453442397%
Mar 1 2017		84.3285887039%
Apr 1 2017		84.7121500011%
May 1 2017		85.0929867024%
Jun 1 2017		81.8981264779%
Jul 1 2017		82.2678098139%
Aug 1 2017		82.6377743451%
Sep 1 2017		83.0080223653%
Oct 1 2017		83.3755122135%
Nov 1 2017		83.7432676975%
Dec 1 2017		82.1056498032%
Jan 1 2018		82.4708991633%
Feb 1 2018		82.8363982749%
Mar 1 2018		83.2021492155%
Apr 1 2018		83.5681540786%
May 1 2018		83.9326279266%
Jun 1 2018		78.8539432096%
Jul 1 2018		79.1974520620%
Aug 1 2018		79.5411961014%
Sep 1 2018		79.8851773111%
Oct 1 2018		80.2276106422%
Nov 1 2018		80.5702719569%
Dec 1 2018		79.0249870694%
Jan 1 2019		79.3663231358%
Feb 1 2019		79.7078798485%
Mar 1 2019		80.0496591001%
Apr 1 2019		80.3916628031%
May 1 2019		80.7325868730%
Jun 1 2019		75.6014650824%
Jul 1 2019		75.9210292299%
Aug 1 2019		76.2408056899%
Sep 1 2019		76.5607963138%
Oct 1 2019		76.8796969563%
Nov 1 2019		77.1988058605%
Dec 1 2019		75.7524983099%
Jan 1 2020		76.0707232317%
Feb 1 2020		76.3891523025%
Mar 1 2020		76.7077873313%
Apr 1 2020		77.0266301443%
May 1 2020		77.3445652735%
Jun 1 2020		74.1720494172%
Jul 1 2020		74.4793814373%
Aug 1 2020		74.7869113783%
Sep 1 2020		75.0946410239%
Oct 1 2020		75.4014548651%
Nov 1 2020		75.7084637707%
Dec 1 2020		74.3088406920%
Jan 1 2021		74.6151277538%
Feb 1 2021		74.9216069933%
Mar 1 2021		75.2282801736%
Apr 1 2021		75.5351490746%
May 1 2021		75.8413024186%
Jun 1 2021		70.6825966267%
Jul 1 2021		70.9667205816%
Aug 1 2021		71.2510332092%
Sep 1 2021		71.5355362712%
Oct 1 2021		71.8193184683%
Nov 1 2021		72.1032879236%
Dec 1 2021		70.8090338921%
Jan 1 2022		71.0924700933%
Feb 1 2022		71.3760921450%
Mar 1 2022		71.6599018111%
Apr 1 2022		71.9439008747%
May 1 2022		72.2274059632%
Jun 1 2022		67.0127010072%
Jul 1 2022		67.2734828176%
Aug 1 2022		67.5344505470%
Sep 1 2022		67.7956059876%
Oct 1 2022		68.0562657782%
Nov 1 2022		68.3171118549%
Dec 1 2022		67.1337558251%
Jan 1 2023		67.3942947471%
Feb 1 2023		67.6550203738%
Mar 1 2023		67.9159345324%
Apr 1 2023		68.1770390682%
May 1 2023		68.4378782170%
Jun 1 2023		65.2875222177%
Jul 1 2023		65.5370211176%
Aug 1 2023		65.7867105904%
Sep 1 2023		66.0365925218%
Oct 1 2023		66.2862111888%
Nov 1 2023		66.5360227627%
Dec 1 2023		65.4087804842%
Jan 1 2024		65.6585260203%
Feb 1 2024		65.9084668973%
Mar 1 2024		66.1586050702%

SCHEDULE 2

		Termination
Termination		Amount
Date		Percentage

Apr 1 2024		66.4089425123%
May 1 2024		66.6592692916%
Jun 1 2024		61.4138281299%
Jul 1 2024		61.6407936554%
Aug 1 2024		61.8679627475%
Sep 1 2024		62.0953374550%
Oct 1 2024		62.3227079236%
Nov 1 2024		62.5502866058%
Dec 1 2024		61.5416285691%
Jan 1 2025		61.7694180800%
Feb 1 2025		61.9974206098%
Mar 1 2025		62.2256383160%
Apr 1 2025		62.4540733782%
May 1 2025		62.6827885608%
Jun 1 2025		57.3760587842%
Jul 1 2025		57.5807086422%
Aug 1 2025		57.7855852408%
Sep 1 2025		57.9906908782%
Oct 1 2025		58.1960884397%
Nov 1 2025		58.4017201568%
Dec 1 2025		57.5182008648%
Jan 1 2026		57.7243686019%
Feb 1 2026		57.9307781379%
Mar 1 2026		58.1374319249%
Apr 1 2026		58.3443324411%
May 1 2026		58.5518168147%
Jun 1 2026		55.4232339386%
Jul 1 2026		55.6187098801%
Aug 1 2026		55.8144472917%
Sep 1 2026		56.0104488173%
Oct 1 2026		56.2070517506%
Nov 1 2026		56.4039266393%
Dec 1 2026		55.5884777351%
Jan 1 2027		55.7862394207%
Feb 1 2027		55.9842838537%
Mar 1 2027		56.1826138838%
Apr 1 2027		56.3812323886%
May 1 2027		56.5811512771%
Jun 1 2027		51.0335140406%
Jul 1 2027		51.2080180739%
Aug 1 2027		51.3828374230%
Sep 1 2027		51.5579752305%
Oct 1 2027		51.7344436702%
Nov 1 2027		51.9112444071%
Dec 1 2027		51.2379648769%
Jan 1 2028		51.4164491234%
Feb 1 2028		51.5952831091%
Mar 1 2028		51.7744702859%
Apr 1 2028		51.9540141395%
May 1 2028		52.1356334711%
Jun 1 2028		46.5073717300%
Jul 1 2028		46.6631504701%
Aug 1 2028		46.8193257379%
Sep 1 2028		46.9759013909%
Oct 1 2028		47.1345966023%
Nov 1 2028		47.2937127060%
Dec 1 2028		46.7727124906%
Jan 1 2029		46.9343979042%
Feb 1 2029		47.0965292162%
Mar 1 2029		47.2591107107%
Apr 1 2029		47.4221467169%
May 1 2029		47.5876857021%
Jun 1 2029		44.8577912504%
Jul 1 2029		45.0136896395%
Aug 1 2029		45.1700907282%
Sep 1 2029		45.3269992874%
Oct 1 2029		45.4864642358%
Nov 1 2029		45.6464614518%
Dec 1 2029		45.2023311210%
Jan 1 2030		45.3654520970%
Feb 1 2030		45.5291356774%
Mar 1 2030		45.6933871493%
Apr 1 2030		45.8582118519%
May 1 2030		46.0292977930%
Jun 1 2030		40.3586303749%
Jul 1 2030		40.5067582612%
Aug 1 2030		40.6555658917%
Sep 1 2030		40.8050594975%
Oct 1 2030		40.9609279868%
Nov 1 2030		41.1175370957%
Dec 1 2030		40.8496204301%
Jan 1 2031		41.0134136234%
Feb 1 2031		41.1780097941%
Mar 1 2031		41.3434161676%
Apr 1 2031		41.5096400350%
May 1 2031		41.6827394435%
Jun 1 2031		37.0002694972%
Jul 1 2031		37.1532327616%
Aug 1 2031		37.3070940992%
Sep 1 2031		37.4618615241%
Oct 1 2031		37.6235938145%
Nov 1 2031		37.7862931712%
Dec 1 2031		36.3053058018%
Jan 1 2032		36.4682803746%
Feb 1 2032		36.6322926916%
Mar 1 2032		36.7973518952%
Apr 1 2032		36.9634672102%
May 1 2032		37.1370504587%
Jun 1 2032		34.0031771406%
Jul 1 2032		34.1620262936%

SCHEDULE 2

		Termination
Termination		Amount
Date		Percentage

Aug 1 2032		34.3219772167%
Sep 1 2032		34.4830396270%
Oct 1 2032		34.6516258391%
Nov 1 2032		34.8213905630%
Dec 1 2032		34.8185584005%
Jan 1 2033		34.9971137604%
Feb 1 2033		35.1769262480%
Mar 1 2033		35.3580068357%
Apr 1 2033		35.5403665943%
May 1 2033		35.7307684451%
Jun 1 2033		29.4949750204%
Jul 1 2033		29.6519030277%
Aug 1 2033		29.8101485775%
Sep 1 2033		29.9697232051%
Oct 1 2033		30.1373902958%
Nov 1 2033		30.3064597526%
Dec 1 2033		30.4735541274%
Jan 1 2034		30.6522168368%
Feb 1 2034		30.8323688143%
Mar 1 2034		31.0140229843%
Apr 1 2034		31.1971923886%
May 1 2034		31.3882328316%
Jun 1 2034		27.7975853976%
Jul 1 2034		27.9557357497%
Aug 1 2034		28.1152397503%
Sep 1 2034		28.2761094530%
Oct 1 2034		28.4446996681%
Nov 1 2034		28.6147269126%
Dec 1 2034		28.7862039245%
Jan 1 2035		28.9654862061%
Feb 1 2035		29.1462909703%
Mar 1 2035		29.3286316592%
Apr 1 2035		29.5125218393%
May 1 2035		29.7036598295%
Jun 1 2035		25.7564751551%
Jul 1 2035		25.9094714933%
Aug 1 2035		26.0638095162%
Sep 1 2035		26.2195014800%
Oct 1 2035		26.3822443843%
Nov 1 2035		26.5464081093%
Dec 1 2035		26.7120055742%
Jan 1 2036		26.8847344479%
Feb 1 2036		27.0589652864%
Mar 1 2036		27.2347116882%
Apr 1 2036		27.4119873830%
May 1 2036		27.5965535488%
Jun 1 2036		22.7757608351%
Jul 1 2036		22.9123498930%
Aug 1 2036		23.0501891911%
Sep 1 2036		23.1892906399%
Oct 1 2036		23.3354135884%
Nov 1 2036		23.4828653435%
Dec 1 2036		23.6316584865%
Jan 1 2037		23.7875530440%
Feb 1 2037		23.9448570043%
Mar 1 2037		24.1035836382%
Apr 1 2037		24.2637463446%
May 1 2037		24.4313043188%
Jun 1 2037		24.2220030064%
Jul 1 2037		24.3942324868%
Aug 1 2037		24.5680097035%
Sep 1 2037		24.7433491447%
Oct 1 2037		24.9262111020%
Nov 1 2037		25.1107086293%
Dec 1 2037		25.2968569647%
Jan 1 2038		25.4906171611%
Feb 1 2038		25.6861030360%
Mar 1 2038		25.8833305995%
Apr 1 2038		26.0823160169%
May 1 2038		26.2893367203%
Jun 1 2038		26.4981943580%
Jul 1 2038		26.7151670207%
Aug 1 2038		26.9340570203%
Sep 1 2038		27.1548820068%
Oct 1 2038		27.3839209097%
Nov 1 2038		27.6149768893%
Dec 1 2038		26.0582588497%
Jan 1 2039		26.2793124342%
Feb 1 2039		26.5023349739%
Mar 1 2039		26.7273447398%
Apr 1 2039		26.9543601766%
May 1 2039		27.1899622603%
Jun 1 2039		27.4276559499%
Jul 1 2039		27.6740229416%
Aug 1 2039		27.9225689186%
Sep 1 2039		28.1733139584%
Oct 1 2039		28.4328406806%
Nov 1 2039		28.6946557040%
Dec 1 2039		28.9587800457%
Jan 1 2040		29.2317972768%
Feb 1 2040		29.5072149739%
Mar 1 2040		29.7850551216%
Apr 1 2040		30.0653399140%
May 1 2040		30.3625739485%
Jun 1 2040		30.6624047010%
Jun 13 2040		21.5013547455%

SCHEDULE 3

Date	Column 1	Column 2

Jul 13 2007	0.00	0.00
Dec 1 2007	5,365,995.45	0.00
Jun 1 2008	6,999,124.50	0.00
Dec 1 2008	6,999,124.50	0.00
Jun 1 2009	8,682,124.50	1,683,000.00
Dec 1 2009	6,941,481.75	0.00
Jun 1 2010	9,119,481.75	2,178,000.00
Dec 1 2010	6,866,885.25	0.00
Jun 1 2011	9,197,885.25	2,331,000.00
Dec 1 2011	6,787,048.50	0.00
Jun 1 2012	15,922,048.50	9,135,000.00
Dec 1 2012	6,474,174.75	0.00
Jun 1 2013	17,535,174.75	11,061,000.00
Dec 1 2013	6,095,335.50	0.00
Jun 1 2014	17,948,335.50	11,853,000.00
Dec 1 2014	5,689,370.25	0.00
Jun 1 2015	18,379,370.25	12,690,000.00
Dec 1 2015	5,254,737.75	0.00
Jun 1 2016	16,648,737.75	11,394,000.00
Dec 1 2016	4,864,493.25	0.00
Jun 1 2017	8,437,493.25	3,573,000.00
Dec 1 2017	4,742,118.00	0.00
Jun 1 2018	12,851,118.00	8,109,000.00
Dec 1 2018	4,464,384.75	0.00
Jun 1 2019	12,924,384.75	8,460,000.00
Dec 1 2019	4,174,629.75	0.00
Jun 1 2020	8,233,629.75	4,059,000.00
Dec 1 2020	4,035,609.00	0.00
Jun 1 2021	12,900,609.00	8,865,000.00
Dec 1 2021	3,731,982.75	0.00
Jun 1 2022	12,983,982.75	9,252,000.00
Dec 1 2022	3,415,101.75	0.00
Jun 1 2023	8,050,101.75	4,635,000.00
Dec 1 2023	3,256,353.00	0.00
Jun 1 2024	12,976,353.00	9,720,000.00
Dec 1 2024	2,923,443.00	0.00
Jun 1 2025	13,075,443.00	10,152,000.00
Dec 1 2025	2,575,737.00	0.00
Jun 1 2026	7,876,737.00	5,301,000.00
Dec 1 2026	2,394,177.75	0.00
Jun 1 2027	13,590,177.75	11,196,000.00
Dec 1 2027	2,010,714.75	0.00
Jun 1 2028	13,737,714.75	11,727,000.00
Dec 1 2028	1,609,065.00	0.00
Jun 1 2029	6,847,065.00	5,238,000.00
Dec 1 2029	1,429,663.50	0.00
Jun 1 2030	13,813,663.50	12,384,000.00
Dec 1 2030	1,005,511.50	0.00
Jun 1 2031	10,374,511.50	9,369,000.00
Dec 1 2031	3,888,623.25	3,204,000.00
Jun 1 2032	5,362,886.25	4,788,000.00
Dec 1 2032	410,897.25	0.00
Jun 1 2033	12,173,897.25	11,763,000.00
Dec 1 2033	8,014.50	0.00
Jun 1 2034	242,014.50	234,000.00

SCHEDULE 4

	Date		Column 1

	Jul 13 2007		204,354,000.00
	Dec 1 2007		204,354,000.00
	Jun 1 2008		204,354,000.00
	Dec 1 2008		204,354,000.00
	Jun 1 2009		202,671,000.00
	Dec 1 2009		202,671,000.00
	Jun 1 2010		200,493,000.00
	Dec 1 2010		200,493,000.00
	Jun 1 2011		198,162,000.00
	Dec 1 2011		198,162,000.00
	Jun 1 2012		189,027,000.00
	Dec 1 2012		189,027,000.00
	Jun 1 2013		177,966,000.00
	Dec 1 2013		177,966,000.00
	Jun 1 2014		166,113,000.00
	Dec 1 2014		166,113,000.00
	Jun 1 2015		153,423,000.00
	Dec 1 2015		153,423,000.00
	Jun 1 2016		142,029,000.00
	Dec 1 2016		142,029,000.00
	Jun 1 2017		138,456,000.00
	Dec 1 2017		138,456,000.00
	Jun 1 2018		130,347,000.00
	Dec 1 2018		130,347,000.00
	Jun 1 2019		121,887,000.00
	Dec 1 2019		121,887,000.00
	Jun 1 2020		117,828,000.00
	Dec 1 2020		117,828,000.00
	Jun 1 2021		108,963,000.00
	Dec 1 2021		108,963,000.00
	Jun 1 2022		99,711,000.00
	Dec 1 2022		99,711,000.00
	Jun 1 2023		95,076,000.00
	Dec 1 2023		95,076,000.00
	Jun 1 2024		85,356,000.00
	Dec 1 2024		85,356,000.00
	Jun 1 2025		75,204,000.00
	Dec 1 2025		75,204,000.00
	Jun 1 2026		69,903,000.00
	Dec 1 2026		69,903,000.00
	Jun 1 2027		58,707,000.00
	Dec 1 2027		58,707,000.00
	Jun 1 2028		46,980,000.00
	Dec 1 2028		46,980,000.00
	Jun 1 2029		41,742,000.00
	Dec 1 2029		41,742,000.00
	Jun 1 2030		29,358,000.00
	Dec 1 2030		29,358,000.00
	Jun 1 2031		19,989,000.00
	Dec 1 2031		16,785,000.00
	Jun 1 2032		11,997,000.00
	Dec 1 2032		11,997,000.00
	Jun 1 2033		234,000.00
	Dec 1 2033		234,000.00
	Jun 1 2034		0.00

EXHIBIT 10-7

EXECUTION COPY

SITE LEASE

Dated as of July 1, 2007

between

FIRSTENERGY GENERATION CORP.,
as Site Lessor

and

MANSFIELD 2007 TRUST A
as Site Lessee

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT UNIT 1

TABLE OF CONTENTS

Page

ARTICLE I AGREEMENT AND DEFINITIONS			2

	Section 1.1.	Documents Included	2
	Section 1.2.	Conflicting Provisions	2
	Section 1.3.	Definitions and Interpretation	2

ARTICLE II LEASE TERM: NO MINERAL RIGHTS			2

	Section 2.1.	Lease of Ground Interest; Initial Term; Renewal Options	2
	Section 2.2.	Renewal Terms.	3
	Section 2.3.	No Mineral Rights	3

ARTICLE III SEVERANCE			3

ARTICLE IV RENT			4

	Section 4.1.	Rent	4

ARTICLE V SURRENDER OF FACILITY SITE			5

ARTICLE VI TERMINATION			5

	Section 6.1.	Site Lessee’s Right to Terminate on Facility Lease Termination	5
	Section 6.2.	Nontermination	5
	Section 6.3.	Termination.	6

ARTICLE VII POSSESSION AND QUIET ENJOYMENT			6

ARTICLE VIII USE OF FACILITY SITE			6

ARTICLE IX REQUISITION			7

	Section 9.1.	Requisition During Term of Facility Lease and Site Sublease	7
	Section 9.2.	Requisition After Termination of Facility Lease and Site Sublease	7
	Section 9.3.	Termination Upon Requisition	7

ARTICLE X INSURANCE			7

ARTICLE XI DAMAGE OR DESTRUCTION OF FACILITY OR IMPROVEMENTS

	Section 11.1.	During Term of Facility Lease	8
	Section 11.2.	After Term of Facility Lease	8

ARTICLE XII INDEMNIFICATION			8

	Section 12.1.	SITE LESSEE’S INDEMNIFICATION	8
	Section 12.2.	SITE LESSOR’S INDEMNIFICATION	9
	Section 12.3.	Claims Procedure	9

ARTICLE XIII DEFAULT/REMEDIES			11

	Section 13.1.	Site Lease Events of Default	11

	Section 13.2.	Remedies	12

ARTICLE XIV LIENS			13

ARTICLE XV ASSIGNMENT			13

	Section 15.1.	Assignment, Mortgaging and Subletting by Site Lessor or Site Lessee During Term of Facility Lease and Site Sublease	13
	Section 15.2.	Liens on Leasehold During Term of Facility Lease	13
	Section 15.3.	Assignment and Subletting by Site Lessee After Termination of Facility Lease and Site Sublease	14
	Section 15.4.	Assignment of Site Lessee Rights	14

ARTICLE XVI TAXES			14

	Section 16.1.	Covenant to Pay Taxes and Assessments	14
	Section 16.2.	Proration at Commencement and Expiration of Term	15
	Section 16.3.	Substitute Taxes	15
	Section 16.4.	Site Lessee’s Right to Contest Taxes	15

ARTICLE XVII LEASEHOLD MORTGAGE PROTECTIVE PROVISIONS			16

	Section 17.1.	Notices	16
	Section 17.2.	Default and Cure Rights	16
	Section 17.3.	Assignment	17
	Section 17.4.	Requisition	17
	Section 17.5.	New Agreement	17
	Section 17.6.	Amendment	17
	Section 17.7.	No Merger	17
	Section 17.8.	Estoppel Certificates	17

ARTICLE XVIII MISCELLANEOUS			18

	Section 18.1.	Notices	18
	Section 18.2.	Counterparts	19
	Section 18.3.	Amendments	19
	Section 18.4.	Headings, etc	19
	Section 18.5.	Successors and Assigns	19
	Section 18.6.	Governing Law	19
	Section 18.7.	Waivers	19
	Section 18.8.	Furtherance Assurances	19
	Section 18.9.	Entire Agreement	19
	Section 18.10.	Severability of Provisions	19
	Section 18.11.	Memorandum	20
	Section 18.12.	Measuring Life	20
	Section 18.13.	Limitation of Liability of Trust Company	20

EXHIBITS:

	Exhibit A Legal Description of the Facility Site

SITE LEASE

This SITE LEASE (as the same may be amended, modified or supplemented, this “ Site Lease ”), dated as of July 1, 2007 between FIRSTENERGY GENERATION CORP., an Ohio corporation (“ Site Lessor ” or “ FGCO” ), and MANSFIELD 2007 TRUST A, a Delaware statutory trust (“ Site Lessee ” or “ Lessor ”).

WITNESSETH:

WHEREAS, Site Lessor, a direct, wholly-owned subsidiary of FirstEnergy Solutions Corp. and an indirect, wholly-owned subsidiary of FirstEnergy Corp., owns a 93.825% undivided interest in the fee interest in and to those certain parcels of real property located near Shippingport, Pennsylvania described in Exhibit A attached hereto (such parcels, together with all rights of way, easements, permits and other appurtenances now in existence or hereinafter created, collectively, the “ Facility Site ”); and

WHEREAS, concurrently herewith, Site Lessor will sell, assign and convey to Site Lessee an undivided 16.8885% ownership interest in and to the Facility (which interest is defined in Appendix A to the Participation Agreement referred to below as the “ Undivided Interest ”) which includes, without limitation, that certain fully scrubbed coal-fired generating facility with a net demonstrated capacity of 830 MW and all other improvements situated upon the Facility Site (such fully scrubbed coal-fired generating facility is more fully defined in Exhibit A to the Participation Agreement); and

WHEREAS, Site Lessee desires to lease from Site Lessor, and Site Lessor desires to lease to Site Lessee, a 16.8885% undivided leasehold interest in the Facility Site, as a tenant-in-common with the other owners of undivided interests in, and holders of undivided leasehold interests in, the Facility Site, subject to the terms and conditions of this Site Lease (the rights and interests of Site Lessee in the Facility Site granted pursuant to this Site Lease are sometimes collectively referred to as the “ Ground Interest ”); and

WHEREAS, immediately following the acquisition of the Undivided Interest and effectiveness of this Site Lease , Site Lessee will (i) sublease to FGCO (in such capacity, the “ Site Sublessee ”) the Ground Interest pursuant to that certain Site Sublease between Site Lessee and Site Sublessee, dated as of the date hereof (the “ Site Sublease ”), a memorandum of which shall be recorded in the Office of the Recorder of Deeds of Beaver County, Pennsylvania (the “ Official Records ”), and (ii) lease to Site Sublessee the Undivided Interest pursuant to that certain Facility Lease Agreement between Site Lessee and Site Sublessee dated as of the date hereof (the “ Facility Lease ”), a memorandum of which shall be recorded in the Official Records; and

WHEREAS, Site Lessor, Site Lessee and certain other parties have previously entered into the Participation Agreement (as defined below), pursuant to which the parties thereto are making certain representations, warranties, covenants and agreements related to the transactions contemplated by this Site Lease and the Participation Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and conditions herein contained and of other good and valuable consideration,

receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article I

AGREEMENT AND DEFINITIONS

Section 1.1. Documents Included . This Site Lease consists of this document and the following Exhibits which are attached hereto and which are specifically incorporated herein and made a part hereof by this reference:

Exhibit A: Legal Description of the Facility Site

Section 1.2. Conflicting Provisions . In the event of any conflict between this document and any attachment or exhibit hereto, the terms and provisions of this document, as amended from time to time, shall control.

Section 1.3. Definitions and Interpretation . Capitalized terms used in this Site Lease, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the Participation Agreement, dated as of June 26, 2007 (the “ Participation Agreement ”), among Site Lessor, FirstEnergy Solutions Corp., as Guarantor, Site Lessee, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Indenture Trustee, and The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Pass Through Trustee. The Rules of Interpretation set forth in Appendix A to the Participation Agreement shall apply to the terms used in and the interpretation of this Site Lease.

Article II

LEASE TERM: NO MINERAL RIGHTS

Section 2.1. Lease of Ground Interest; Initial Term; Renewal Options . Site Lessor hereby demises and leases to Site Lessee, and Site Lessee hereby leases from Site Lessor, upon the terms and conditions hereof, the Ground Interest as a tenant-in-common with the other owners of undivided interests in, and holders of undivided leasehold interests in, the Facility Site for a term (the “ Initial Term ”) which shall commence on July 13, 2007 (the “ Commencement Date ”), and shall expire on June 13, 2051 (the “ Site Lease Termination Date ”). The leasing of the Ground Interest hereunder is subject only to (i) all laws and regulations affecting the Ground Interest, and (ii) the Permitted Encumbrances. It is the express intention of the parties hereto that this Site Lease constitute a true lease of the Ground Interest, as set forth in the first sentence of this Section 2.1 , and not a mortgage or pledge thereof.

Section 2.2. Renewal Terms . (a)(i) If the Site Lessor exercises its option to renew the Facility Lease pursuant to Section 15.1(a) thereof, and the reappraised useful life of the Facility as set forth in the appraisal obtained in connection with such renewal extends beyond the Initial Term, this Site Lease shall automatically and without further act by any Person be renewed for a period commencing upon expiration of the Initial Term and terminating on the earlier to occur of (A) June 13, 2106 and (B) the date which is the end of the Facility’s reappraised remaining useful life (the “ Limited Renewal Option ”).

(ii) If the Site Lessor exercises its option to renew the Facility Lease pursuant to Section 15.1(b) thereof and the reappraised useful life of the Facility as set forth in the appraisal obtained in connection with such renewal extends beyond the then remaining Term (as defined herein) (as extended pursuant to Section 2.2(a)(i) above), this Site Lease shall automatically and without further act by any Person be renewed for a period commencing at the end of the Term (as extended pursuant to Section 2.2(a)(i) above) and terminating on the earlier to occur of (A) June 13, 2106 and (B) the date which is the end of the Facility’s reappraised remaining useful life (the “ Second Renewal Option ”).

(iii) If the Site Lessor exercises any option to renew the Facility Lease pursuant to Section 15.2 thereof for a Fair Market Value Renewal Term which extends beyond the then remaining Term, this Site Lease shall automatically and without further act by any Person be renewed for a period commencing at the end of the then remaining Term and terminating on the earlier of (A) June 13, 2106 and (B) the date which is the end of the Facility’s reappraised remaining useful life (the “ Fair Market Value Renewal Option ”).

(b) At any time and from time to time prior to the expiration of the Term of this Site Lease, the Site Lessee may at its option extend the term of this Site Lease to the date which is the end of the Facility’s reappraised remaining useful life, as set forth in an appraisal obtained by the Site Lessee and provided to the Site Lessor at least 60 days prior to the expiration of the Term of this Site Lease.

(c) Any extension of the Initial Term under this Section 2.2 is referred to herein as a “ Renewal Site Lease Term ”. The Initial Term and all Renewal Site Lease Terms are together referred to as the “ Term .”

Section 2.3. No Mineral Rights . This Site Lease does not demise or lease to Site Lessee any oil, gas, steam or other minerals or substances in place underneath the surface of the Facility Site, or any portion thereof, or any right to extract and remove the same or any other right in connection therewith.

Article III

SEVERANCE

The parties agree that the Facility and all equipment at any time acquired by Site Lessee pursuant to the Bill of Sale and located on the Facility Site (including Components, Replacement Components and Modifications, but excluding any Severable Modifications made by Site Lessor during the Lease Term, title to which, in each case, is reserved to Site Lessor unless acquired by

Site Lessee pursuant to Section 8.3(b) of the Facility Lease) have been severed by agreement and intention of the parties hereto and, by separate agreements, the other owners of the undivided ownership interests therein and (a) shall remain severed from the Facility Site, (b) shall be considered with respect to the interests of the parties hereto as the property of Site Lessee and the other owners of the undivided ownership interests therein, (c) even though attached to or affixed to or installed upon the Facility Site, shall not be considered to be fixtures or a part of the Facility Site or improvements thereto and (d) shall not be or become subject to the lien of any mortgage or deed of trust heretofore or hereafter placed on the Facility Site or any improvements thereto by Site Lessor. Site Lessor waives any rights it may have under the laws of the Commonwealth of Pennsylvania arising under this Site Lease or otherwise to any Lien upon, or any right to distress or attachment upon, or any other interest in, any item constituting part of the Facility or any equipment and other property at any time acquired by Site Lessee and located on the Facility Site (but excluding, for the avoidance of doubt, the Severable Modifications as provided above). Site Lessor acknowledges that Site Lessee is the equitable and beneficial owner of the Undivided Interest and an undivided interest in all such other equipment and property relating solely to the Facility at any time acquired by Site Lessee and located on the Facility Site (other than the Ancillary Facilities) and covenants and agrees that, after the expiration of the Facility Lease and prior to the expiration of this Site Lease, Site Lessee shall have the right, subject to the rights of the other owners of the undivided interests in the Facility Site, to remove, from time to time, the Facility or any part thereof or any such other equipment and property relating solely to the Facility at any time acquired by Site Lessee and located on the Facility Site, from the Facility Site and Site Lessor hereby waives any claim it might have against Site Lessee for waste by virtue of such removal; provided , however , that (i) Site Lessee shall not remove all or any portion of the Facility or any such other equipment or property necessary for the Facility Site to comply with Applicable Law and (ii) any such removal shall be conducted in compliance with Applicable Law and only to the extent permitted by each of the Operative Documents and the Operating Agreement.

Article IV

RENT

Section 4.1. Rent . The Site Lessee shall pay to the Site Lessor on June 1 and December 1 of each year during the Initial Term, twenty-nine thousand ninety-seven DOLLARS ($29,097) as rent (the “ Site Rent ”) for the semi-annual period ending on such date (a total of $58,194 annually), provided that the first payment of the Site Rent shall be payable on December 1, 2007 and shall be prorated from the Closing Date to December 1, 2007. For the period from and after the expiration of the Initial Term to the end of the Term, the Site Lessee agrees to pay to the Site Lessor annual rent equal to the annual Fair Market Rental Value of the Ground Interest, which value shall be determined as if the Facility Site were unimproved and unencumbered by any mortgage, deed of trust or other lien or encumbrance (other than this Site Lease, Permitted Encumbrances and Permitted Liens) for such period. Such Fair Market Rental Value shall be determined on the expiration of the Initial Term and again on the first day of any Renewal Site Lease Term for the year or years thereafter through the remaining Term by agreement of the parties or, if they shall fail to agree, by the Appraisal Procedure, the costs of which shall be shared equally by the Site Lessor and the Site Lessee. Such annual rent shall be payable in arrears on each June 1 and December 1 from and after the last day of the Initial Term during the

Term, provided that the first payment of Site Rent under such circumstances shall be prorated from the last day of the Initial Term to the next occurring payment date set forth above and, provided , further , that any Site Rent for any partial semi-annual period during which the last day of the Term occurs shall be prorated. Such proration shall, in each case, be on the basis of the actual number of days in the applicable semi-annual period.

Section 4.2. Site Sublease Rent . Notwithstanding any other provision of this Site Lease, Site Lessee shall be obligated to pay rent to Site Lessor under this Site Lease for any period during which the Site Sublease is or was in effect only if and then to the extent Site Sublessee has paid rent with respect to such period to the Site Sublessor under Article IV of the Site Sublease.

Article V

SURRENDER OF FACILITY SITE

Upon the expiration of the Term or the earlier termination thereof, Site Lessee will peaceably and quietly yield up and surrender possession of the Ground Interest to Site Lessor free of liens, charges, encumbrances and claims resulting from acts of Site Lessee or claims against Site Lessee unrelated to its interest in the Undivided Interest other than Permitted Liens and liens, charges and encumbrances which the Site Lessor has assumed or is obligated to discharge under any of the Operative Documents. Nothing herein contained shall obligate the Site Lessee to remove the Undivided Interest or any portion thereof from the Ground Interest.

Article VI

TERMINATION

Section 6.1. Site Lessee’s Right to Terminate on Facility Lease Termination . Site Lessee shall have the right, at any time after the termination of the Facility Lease with respect to the Undivided Interest, to terminate this Site Lease upon the payment to Site Lessor of one dollar ($1), subject to the rights set forth in Article V .

Section 6.2. Nontermination . Except as provided in Section 10 of the Facility Lease and in Section 6.1 and Articles IX , XI or XIII hereof, this Site Lease shall not terminate, nor shall Site Lessee’s interest in the Ground Interest created hereby be extinguished, lost, conveyed or otherwise impaired, or be merged into or with any other interest or estate in the Facility Site or any other property interest, in whole or in part, by any cause or for any reason whatsoever, including the following: (a) destruction of all or any part of the Facility or the taking of the Facility or any portion thereof by condemnation, requisition, eminent domain or otherwise, (b) any prohibition, limitation or restriction of any party’s use of all or any part of the Ground Interest or of Site Lessee’s use of the Undivided Interest, or the interference with such use by any Person, or any eviction by paramount title or otherwise, (c) any inadequacy, incorrectness or failure of the description of the Facility Site, the Ground Interest or any property or rights intended to be granted or conveyed by this Site Lease, (d) insolvency, bankruptcy, reorganization or similar proceedings by or against either party hereto, (e) any condition, event or circumstance which would not have occurred or existed but for a breach by Site Lessor or any of its Affiliates

of any of their obligations under any Operative Document or the Operating Agreement, or (f) any other reason whatsoever, whether similar or dissimilar to any of the foregoing.

Section 6.3. Termination . Upon a termination of this Site Lease pursuant to this Article VI , the parties shall cooperate to prepare, execute and deliver all documents and instructions reasonably required to effect a termination of this Site Lease, all to be prepared, filed and recorded (as appropriate) by and at the expense of the Site Lessor.

Article VII

POSSESSION AND QUIET ENJOYMENT

Site Lessor covenants and agrees that, unless a Site Lease Event of Default (as defined below) by Site Lessee shall have occurred and be continuing and Site Lessor has commenced the enforcement of remedies, Site Lessee shall enjoy quiet use, enjoyment and possession of the Ground Interest and neither Site Lessor nor any Person claiming by, through or under Site Lessor shall disturb Site Lessee’s quiet use, enjoyment and possession of the Ground Interest or any portion thereof. Site Lessor shall not permit or suffer to exist any Lien or other encumbrance on the Facility Site arising by, through or under Site Lessor, except as permitted by any Operative Documents including Permitted Liens. Site Lessor further covenants and agrees to provide all necessary support and agreements to Site Lessee pursuant to the terms and provisions of the Support Agreement.

Article VIII

USE OF FACILITY SITE

Site Lessee shall, during any period after the expiration or other termination of the Site Sublease, (a) use the Ground Interest solely in connection with the use, operation and maintenance of the Facility and the Ancillary Facilities, or its interest in any electric generating facility built in replacement or substitution of all or any portion of the Facility, which shall include the right (except as provided in the remainder of this Article VIII ) to construct, improve, enlarge, replace, install, operate, use, repair and relocate facilities and structures on or under the Facility Site or the Facility (including buildings, roads, paths, walkways, sanitary sewers, storm drains, water and gas mains, waste disposal systems, electric power lines, pipelines, telephone, television and telecommunication lines, fire protection systems, safety sensor and monitoring systems and utility lines and systems), all as are reasonably necessary or advisable for the commercial operation of the Facility or any such replacement or substitute facility and the Ancillary Facilities; and (b) use the Ground Interest (and, if Site Lessee elects at its option to operate the Undivided Interest after termination of the Facility Lease, Site Lessee shall operate and maintain the Undivided Interest) in accordance with Applicable Law, and comply with Applicable Law as the same may pertain to the condition of the Ground Interest or the Undivided Interest or any such operation thereof, provided , however , that Site Lessee shall not be obligated to comply with any Applicable Law (i) whose application or validity is being contested diligently and in good faith by appropriate proceedings for the time period of such contest (except that such contest shall not permit the return of the Ground Interest in a condition which is not in compliance with any Applicable Law) or (ii) compliance with which shall have been excused or

exempted by a nonconforming use permit, waiver, extension or forbearance exempting it from such Applicable Law, so long as, in the case of each of clauses (i) or (ii) above, such failure of compliance does not result in (A) any material risk of any sale, forfeiture or loss of any part of the Ground Interest, or (B) the subjection of the Ground Interest to any Lien, other than Permitted Liens, or (C) any risk of any material civil liability or any criminal liability on the part of Site Lessor; provided , however , that at all times during the term of the Site Sublease, Site Lessee shall be deemed to have performed its obligations under this Article VIII . Notwithstanding any provision contained in this Site Lease or in any Operative Document, Site Lessee has the right to perform any and all acts required by an order of the FERC and other Governmental Entities affecting the Undivided Interest, the Ancillary Facilities or the Ground Interest without the prior approval of Site Lessor or any other party to the Operative Documents.

Article IX

REQUISITION

Section 9.1. Requisition During Term of Facility Lease and Site Sublease . If at any time during the term of the Facility Lease, the Facility Site or any portion thereof is requisitioned, Lessor’s Percentage of the proceeds of such Requisition allocable to the Facility Site (and any leasehold interests in it) shall be distributed among Site Lessor and Site Lessee in the proportions and order specified in the Facility Lease applicable in the case of a Requisition of the Facility.

Section 9.2. Requisition After Termination of Facility Lease and Site Sublease . If at any time after the expiration or termination, for any reason whatsoever, of the Facility Lease and Site Sublease, but during which this Site Lease remains in effect, title to the Facility Site or any portion thereof is requisitioned, the proceeds of such Requisition attributable to the Ground Interest shall be divided between Site Lessor and Site Lessee in proportion to the fair value of Site Lessor’s and Site Lessee’s respective interests in the Ground Interest; and to the extent that the proceeds of any Requisition are applicable to the Undivided Interest, solely to Site Lessee or its designee.

Section 9.3. Termination Upon Requisition . In the event the Ground Interest or the Facility Site (or any portion thereof) shall be subject to any Requisition constituting an Event of Loss, this Site Lease shall terminate at the time the Facility Lease terminates in accordance with Section 10.3 thereof.

Article X

INSURANCE

At all times after the expiration or termination, for any reason whatsoever, of the Facility Lease and Site Sublease, but during which this Site Lease remains in effect and neither Site Lessor nor an Affiliate of Site Lessor is the Operator of the Facility, Site Lessee shall use good faith efforts to cause the operator of the Facility to maintain, and, during any period in which Site Lessee or an Affiliate of Site Lessee is the Operator of the Facility, Site Lessee shall maintain or shall cause such Affiliate to maintain, comprehensive general liability insurance in amounts consistent with prudent utility practice, which shall name Site Lessor as an additional insured.

Article XI

DAMAGE OR DESTRUCTION OF FACILITY OR IMPROVEMENTS

Section 11.1. During Term of Facility Lease . Subject to and without limiting the parties’ obligations under the other Operative Documents, if the Facility or any part thereof is damaged or destroyed during the term of the Facility Lease by any fire or other casualty, Site Lessee shall have no obligation to repair or replace the Facility, and any insurance proceeds received by Site Lessor or Site Lessee shall be distributed in accordance with the Facility Lease; provided that the foregoing shall not relieve Site Lessee of its obligations in Articles III , V and VIII hereof.

Section 11.2. After Term of Facility Lease . If, after expiration or termination of the Facility Lease, but while this Site Lease remains in effect, the Facility or any part thereof is damaged or destroyed by any fire or other casualty, Site Lessee shall not, except to the extent expressly required under Applicable Law, be obligated to repair or replace its interest in the Facility or any part thereof, notwithstanding the availability of insurance proceeds for repair. If Site Lessee elects not to repair such damage, Site Lessee may terminate this Site Lease by giving 60 days’ prior written notice to Site Lessor. All proceeds received by Site Lessee or Site Lessor from insurance with respect to any casualty or property damage to the Facility occurring on or after expiration or termination of the Facility Lease, but while this Site Lease remains in effect, that are allocable to the Undivided Interest shall be paid to or retained by Site Lessee.

Article XII

INDEMNIFICATION

Section 12.1. SITE LESSEE’S INDEMNIFICATION . WITHOUT LIMITING THE PARTIES’ OBLIGATIONS UNDER THE OTHER OPERATIVE DOCUMENTS, AT ALL TIMES AFTER THE EXPIRATION OR TERMINATION, FOR ANY REASON WHATSOEVER, OF THE FACILITY LEASE AND THE SITE SUBLEASE, BUT DURING WHICH THIS SITE LEASE REMAINS IN EFFECT, BUT EXCLUDING ANY PERIOD DURING WHICH SITE LESSOR OR AN AFFILIATE IS THE OPERATOR OF THE FACILITY, SITE LESSEE SHALL INDEMNIFY, DEFEND AND HOLD SITE LESSOR HARMLESS FROM ANY AND ALL CLAIMS (INCLUDING THIRD PARTY CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE), ARISING OUT OF OR RELATED TO ITS OPERATION OR MAINTENANCE OF THE GROUND INTEREST AND/OR THE UNDIVIDED INTEREST OR ANY SITE LEASE EVENT OF DEFAULT BY SITE LESSEE UNDER THIS SITE LEASE; PROVIDED, HOWEVER, THAT SITE LESSEE SHALL NOT BE REQUIRED TO INDEMNIFY SITE LESSOR UNDER THIS ARTICLE XII FOR ANY CLAIM (A) IN RESPECT OF THE FACILITY OR THE FACILITY SITE TO THE EXTENT ATTRIBUTABLE TO ACTS OR EVENTS WHICH OCCUR AFTER THE TERMINATION OF THIS SITE LEASE (EXCEPT TO THE EXTENT SUCH CLAIM IS ATTRIBUTABLE TO ACTS OR EVENTS OR LIABILITIES OR DAMAGES OCCURRING OR ACCRUING PRIOR THERETO), (B) TO THE EXTENT RESULTING FROM THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF SITE LESSOR OR ANY OF ITS AFFILIATES, (C) TO THE EXTENT RESULTING FROM A BREACH OR VIOLATION BY SITE LESSOR OR ANY OF ITS AFFILIATES OF ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT

IN THIS SITE LEASE OR THE SUPPORT AGREEMENT, OR FROM A VIOLATION OF APPLICABLE LAW BY SITE LESSOR OR ANY OF ITS AFFILIATES, EXCEPT TO THE EXTENT SUCH BREACH, MISREPRESENTATION OR VIOLATION IS THE RESULT OF THE FAILURE OF SITE LESSEE TO COMPLY WITH ITS OBLIGATIONS UNDER ANY OPERATIVE DOCUMENT TO WHICH IT IS A PARTY OR A BREACH OF ANY OF ITS REPRESENTATIONS, WARRANTIES OR COVENANTS IN THE OPERATIVE DOCUMENTS, (D) TO THE EXTENT RESULTING FROM ANY (I) ACTION OR OMISSION (OTHER THAN ANY ACTION OR OMISSION OF ANY OF OWNER PARTICIPANT, INDENTURE TRUSTEE OR ANY NOTEHOLDER), OR (II) CONDITION, EVENT OR CIRCUMSTANCE, IN EACH CASE, OCCURRING ON OR PRIOR TO THE EXPIRATION OR TERMINATION, AS APPLICABLE, OF THE FACILITY LEASE AND THE SITE SUBLEASE OR (E) TO THE EXTENT RESULTING FROM ANY LEASE DEFAULT OR LEASE EVENT OF DEFAULT.

Section 12.2. SITE LESSOR’S INDEMNIFICATION . IF THE UNDIVIDED INTEREST OR THE FACILITY IS TRANSFERRED TO SITE LESSOR, SITE LESSOR SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SITE LESSEE AGAINST ALL CLAIMS (INCLUDING THIRD PARTY CLAIMS FOR PERSONAL INJURY OR PROPERTY DAMAGE), ARISING AT ANY TIME OUT OF OR RELATED TO THE OPERATION, MAINTENANCE OR OWNERSHIP (EXCEPT TO THE EXTENT ATTRIBUTABLE TO ANY PERIOD (A) PRIOR TO TRANSFER OF THE UNDIVIDED INTEREST OR THE FACILITY TO SITE LESSOR, AND (B) DURING WHICH ANY PERSON OTHER THAN SITE LESSOR OR ANY OF ITS AFFILIATES IS THE OPERATOR OF THE FACILITY) OF THE FACILITY AND THE FACILITY SITE. THE PROVISIONS OF THIS SECTION 12.2 SHALL NOT LIMIT OR AFFECT SITE LESSOR’S INDEMNIFICATION OBLIGATIONS UNDER THE OTHER OPERATIVE DOCUMENTS. THIS INDEMNITY SHALL BE APPLICABLE REGARDLESS OF WHETHER OR NOT THE CONDUCT WITH RESPECT TO WHICH THE INDEMNITY IS SOUGHT IS CAUSED IN PART BY THE NEGLIGENCE, BREACH OF CONTRACT OR OTHER FAULT OR STRICT LIABILITY WITHOUT REGARD TO FAULT OF A PARTY INDEMNIFIED UNDER THIS SECTION 12.2 .

Section 12.3. Claims Procedure . Each party indemnified pursuant to Section 12.1 or 12.2 hereof (each an “ Indemnified Party ”) shall promptly after such Indemnified Party shall have Actual Knowledge thereof notify the applicable party providing the indemnity thereunder (the “ Indemnitor ”) of any Claim as to which indemnification is sought; provided that the failure so to notify the Indemnitor shall not reduce or affect the Indemnitor’s liability which it may have to such Indemnified Party under this Article XII , and no payment hereunder by the Indemnitor to an Indemnified Party shall be deemed to constitute a waiver or release of any right or remedy that the Indemnitor may have against any such Indemnified Party for actual damages resulting directly from the failure or delay of such Indemnified Party to give the Indemnitor such notice. Subject to the foregoing, any amount payable to any Indemnified Party pursuant to this Article XII shall be paid within 30 days after receipt of such written demand therefor from such Indemnified Party, accompanied by a certificate of such Indemnified Party stating in reasonable detail the basis for the indemnification thereby sought and (if such Indemnified Party is not a party hereto) an agreement to be bound by the terms hereof as if such Indemnified Party were such a party. The foregoing shall not, however, constitute an obligation to disclose confidential information of any kind without the execution of an appropriate confidentiality agreement.

Promptly after the Indemnitor receives notification of such Claim accompanied by a written statement describing in reasonable detail the Claims which are the subject of and basis for such indemnity and the computation of the amount so payable, the Indemnitor shall notify such Indemnified Party whether it intends to pay, object to, compromise or defend any matter involving the asserted liability of such Indemnified Party. The Indemnitor shall have the right to investigate and to defend or compromise any Claim for which indemnification is sought under this Article XII ; provided that no such defense or compromise shall involve any material risk of (a) foreclosure, sale, forfeiture or loss of, or imposition of a Lien on any part of, the Facility, the Undivided Interest, the Ground Interest or the Facility Site or the impairment of the Facility in any material respect or (b) any criminal liability being incurred by or any material adverse effect on such Indemnified Party; provided , further , that no Claim shall be compromised by the Indemnitor on a basis that admits any criminal violation or gross negligence or willful misconduct on the part of such Indemnified Party without the express written consent of such Indemnified Party. In the event that in the course of the investigation or defense of a Claim, the Indemnitor shall in good faith reasonably determine that it is not liable for indemnification with respect thereto under this Article XII , it may give notice to the applicable Indemnified Party of such fact; and, in such case, any acknowledgment, theretofore made by the Indemnitor of liability with respect to such Claim under this Article XII shall be deemed revoked, and the Indemnitor may thereupon cease to defend such Claim, provided that (i) the Indemnitor shall have given the Indemnified Party reasonable prior notice of its intention to renounce such acknowledgment, (ii) the Indemnitor’s conduct regarding the defense of such Claim or any decision to withdraw from such defense shall not prejudice or have prejudiced the Indemnified Party’s ability to contest such Claim (taking into account, among other things, the timing of the Indemnitor’s withdrawal and the theory or theories upon which the Indemnitor shall have based its defense), and (iii) the Indemnitor shall have given such Indemnified Party all materials, documents and records relating to its defense of such Claim as such Indemnified Party shall have reasonably requested in connection with the assumption by such Indemnified Party of the defense of such Claim at the cost and expense of the Indemnitor. In the event that the Indemnitor shall cease to defend any Claim pursuant to the preceding sentence, the Indemnitor shall indemnify each Indemnified Party, without regard to any exclusion that might otherwise apply hereunder, to the extent that the actions of the Indemnitor in defending such Claim or the manner or time of the Indemnitor’s election to withdraw from the defense of such Claim shall have caused such Indemnified Party to incur any loss, cost, liability or expense which such Indemnified Party would not have incurred had the Indemnitor not ceased to defend such Claim in such manner or such time. If the Indemnitor elects, subject to the foregoing, to compromise or defend any such asserted liability, it may do so at its own expense and by counsel selected by it. Upon the Indemnitor’s election to compromise or defend such asserted liability and prompt notification to such Indemnified Party of its intent to do so, such Indemnified Party shall cooperate at the Indemnitor’s expense with all reasonable requests of the Indemnitor in connection therewith and will provide the Indemnitor with all information not within the control of the Indemnitor as is reasonably available to such Indemnified Party which the Indemnitor may reasonably request. Where the Indemnitor, or the insurers under a policy of insurance maintained by the Indemnitor, undertake the defense of such Indemnified Party with respect to a Claim (with counsel reasonably satisfactory to such Indemnified Party), no additional legal fees or expenses of such Indemnified Party in connection with the defense of such Claim shall be indemnified hereunder unless such fees or expenses were incurred at the request of the

Indemnitor or such insurers. Notwithstanding the foregoing, an Indemnified Party may participate at its own expense in any judicial proceeding controlled by the Indemnitor pursuant to the preceding provisions, but only to the extent that such party’s participation does not in the reasonable opinion of counsel to the Indemnitor interfere with such control or defense of such Claim; provided , however , that such party’s participation does not constitute a waiver of the indemnification provided in this Article XII ; provided , further that if and to the extent that (A) such Indemnified Party is advised by counsel that an actual or potential conflict of interest exists where it is advisable for such Indemnified Party to be represented by separate counsel or (B) there is a risk that such Indemnified Party may be subject to criminal liability and such Indemnified Party informs the Indemnitor that such Indemnified Party desires to be represented by separate counsel, such Indemnified Party shall have the right to control its own defense of such Claim and the reasonable fees and expenses of such defense (including, without limitation, the reasonable fees and expenses of such separate counsel) shall be borne by the Indemnitor. No Indemnified Party shall enter into any settlement or other compromise with respect to any Claim without the prior written consent of the Indemnitor unless the Indemnified Party waives its rights to indemnification hereunder. Nothing contained in this Section 12.3 shall be deemed to require an Indemnified Party to contest any Claim or to assume responsibility for or control of any judicial proceeding with respect thereto.

Article XIII

DEFAULT/REMEDIES

Section 13.1. Site Lease Events of Default . The following events shall be deemed to be “ Site Lease Events of Default ” by either party under this Site Lease regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceeding which have or might have the effect of preventing such party from complying with the terms of this Site Lease; provided that notwithstanding any other provision of this Site Lease, no Site Lease Event of Default or other breach on the part of the Site Lessee shall occur hereunder if such Site Lease Event of Default or breach results from any act, omission, performance or failure to perform by Site Lessor or any of its Affiliates under the Facility Lease, the Operating Agreement or the other Operative Documents and in no event shall the failure of Site Lessee to cause Site Sublessee to comply with any of its obligations under the Facility Lease, the Operating Agreement or any other Operative Document to which Site Sublessee is a party constitute a Site Lease Event of Default on the part of Site Lessee hereunder:

(a) Failure to Make Payments . Failure to make (i) any payment of the Site Rent within ten days after the same shall become due, or (ii) any other payment required to be made hereunder, including Taxes and Assessments (subject to Site Lessee’s right to contest any such payment of Taxes and Assessments pursuant to Section 16.4 hereof) or any other sum to be paid hereunder, after the same shall have become due and such failure shall have continued for a period of 30 days after receipt by the defaulting party of written notice of such default.

(b) Other Covenants and Events . Failure to comply in any material respect with any term, provision or covenant of this Site Lease, other than the payment of sums to be paid hereunder, without curing such failure within 30 Business Days after due written notice thereof from the nondefaulting party, provided that if such condition cannot be cured within 30 Business

Days, then the period within which to cure such condition shall be extended up to an additional 365 days so long as the defaulting party diligently pursues such remedial action and such condition is reasonably capable of being remedied within such additional 365-day period; and provided , further , that in the case of the Site Lessee’s obligations set forth in Article VIII , if, to the extent and for so long as, a test, challenge, appeal or proceeding with respect to or involving any action or inaction giving rise to, causing (in whole or in part) or otherwise resulting in such non-compliance shall be prosecuted in good faith by Site Lessee, the failure by Site Lessee to comply with such requirement shall not constitute a Site Lease Event of Default if such test, challenge, appeal or proceeding shall not involve (i) any material risk of foreclosure, sale, forfeiture or loss of any part of Site Lessor’s interest in the Facility Site or any material adverse effect on the right, title and interest of the Site Lessor in or to the Facility Site, or (ii) the imposition of any sanction, the risk of any criminal or material civil liability being incurred by the Site Lessor or any Material Adverse Effect; and provided, further, in the case of the Lessee’s obligations set forth in Article VIII , if the noncompliance is not a type that can be immediately remedied, the failure to comply shall not be a Site Lease Event of Default if the Site Lessee is taking all reasonable action to remedy such noncompliance and if, but only if, such noncompliance shall not create a material risk that the events described in the preceding clause (i) or (ii) above will occur; and provided , further , that such noncompliance, test, challenge, appeal or review shall not extend beyond the scheduled expiration of the Term.

Section 13.2. Remedies .

(a) Generally . Upon the occurrence and during the continuance of any Site Lease Event of Default, the non-defaulting party may, at its option, and in addition to and cumulatively with any other rights the non-defaulting party may have at law or in equity or under this Site Lease, (i) terminate this Site Lease by notice to the other party and in conformity with procedures required thereby or (ii) enforce, by all proper and legal suits and other means, its rights hereunder, including the collection of sums due hereunder, without re-entering or resuming possession of the Ground Interest or the Undivided Interest, and without terminating this Site Lease, and should it be necessary for such party to take any legal action in connection with such enforcement, the defaulting party shall pay such non-defaulting party all reasonable attorneys’ fees so incurred, all without prejudice to any remedies that might otherwise be used by either party for recovery of arrearages of sums due hereunder, damages as herein provided, or breach of covenant; provided , however , that in no event shall Site Lessor terminate this Site Lease unless the Facility Lease and the Site Sublease shall have been terminated in accordance with their respective terms.

(b) Recovery of Unpaid Rent and Other Amounts . Upon termination of this Site Lease, Site Lessor shall have the right to recover from Site Lessee:

(i) All unpaid rent which had been earned at the time of termination plus interest thereon at the Overdue Rate, but not to exceed the highest lawful rate permitted by Applicable Law, from the date such rent was due until such rent is paid;

(ii) All other amounts necessary to compensate Site Lessor for all the damages proximately caused by Site Lessee’s failure to perform all of Site Lessee’s obligations under this

Site Lease, but excluding any amounts necessary to compensate Site Lessor for any unpaid rent which is not then past due for periods after the termination of this Site Lease.

Article XIV

LIENS

Except for Permitted Liens, any Liens existing upon return of the Undivided Interest to Site Lessee pursuant to Section 5 of the Facility Lease, Liens expressly permitted by Section 15.4 hereof, and any Liens attributable to an action or failure to act of the operator of the Facility if the operator is the Site Lessor or any Affiliate of the Site Lessor, following the termination of the Facility Lease and the Site Sublease Site Lessee shall not incur, assume or suffer or permit to exist any Lien, including any mechanic’s, laborer’s or materialmen’s Liens, to stand against the Facility Site or the Ground Interest, by reason of any work, labor, services, or material done for or supplied to such party or anyone (other than the Site Lessor or any Affiliate of the Site Lessor) holding the Facility Site or the Facility or any part thereof, respectively. Upon Site Lessee’s discovery of any such Lien or Liens, Site Lessee shall (a) promptly give written notice thereof to Site Lessor and (b) within 30 days after the date of Site Lessee’s Actual Knowledge of filing of such Lien, cause the same to be discharged of record or deliver to Site Lessor appropriate security for payment either by payment, deposit or bond. If Site Lessee shall fail to discharge or cause to be discharged any such Lien within such period, then, in addition to any other rights or remedy of Site Lessor, Site Lessor may, but shall not be obligated to, procure the discharge of the same either by paying the amount claimed to be due by deposit in court or bonding. Site Lessee shall pay to Site Lessor upon demand (i) any amount so paid or deposited by Site Lessor, (ii) all costs and other expenses of Site Lessor (including reasonable attorneys’ fees in defending any action or in procuring the discharge of such Lien, and all necessary disbursements in connection therewith) and (iii) interest on the foregoing amounts, which shall accrue at the Overdue Rate from the date of payment or deposit, as the case may be, up to but not including the date of payment to Site Lessor. Notwithstanding the foregoing provisions of this Article XIV , during the term of the Facility Lease or the Site Sublease, Site Lessee’s sole obligation under this Article XIV shall be to fulfill its obligations under Section 6.2 of the Participation Agreement.

Article XV

ASSIGNMENT

Section 15.1. Assignment, Mortgaging and Subletting by Site Lessor or Site Lessee During Term of Facility Lease and Site Sublease . During the term of the Facility Lease and the Site Sublease, except as expressly permitted pursuant hereto or any other Operative Document, neither Site Lessor nor Site Lessee shall have the right to assign or otherwise transfer all or any part of such party’s interest in this Site Lease or the Ground Interest, or to sublet the whole or any part of the Ground Interest and/or delegate any or all of its obligations under this Site Lease.

Section 15.2. Liens on Leasehold During Term of Facility Lease . During the Term of this Site Lease, except as expressly permitted pursuant to any Operative Document, Site Lessor shall not have the right to sell, encumber, mortgage, pledge or hypothecate its interest in this Site Lease or

the Facility Site or to grant an assignment of the rents, issues and profits from the Ground Interest.

Section 15.3. Assignment and Subletting by Site Lessee After Termination of Facility Lease and Site Sublease . At all times after the expiration or termination, for any reason whatsoever, of the Facility Lease and the Site Sublease, but during which period this Site Lease remains in effect, Site Lessee may, subject to the terms and conditions of the other Operative Documents and the Operating Agreement and any limitations contained therein and provided no Site Lease Event of Default has occurred and is continuing, transfer or assign its rights and obligations under this Site Lease, or sublease or permit the sub-sublease or occupancy of the Ground Interest or the Undivided Interest, to any Person. In the case of any such transfer of its rights and obligations under the Site Lease, Site Lessee shall be relieved of its obligations under this Site Lease so long as the transferee or assignee assumes and agrees to perform all obligations and liabilities of Site Lessee under this Site Lease.

Section 15.4. Assignment of Site Lessee Rights . During the term of this Site Lease, Site Lessee shall have the right to encumber, mortgage, pledge or hypothecate its interest in this Site Lease or the Facility Site and to grant an assignment of the rents, issues and profits from the Ground Interest or both (any such encumbrance, mortgage, pledge, hypothecation or assignment, a “ Leasehold Lien ”) in favor of or to the Indenture Trustee or any future lender (a “ Leasehold Mortgagee ”), to the extent not prohibited by the other Operative Documents. Site Lessor specifically acknowledges that, concurrently with the execution and delivery of this Site Lease, Site Lessee will, as security for the Secured Indebtedness of Site Lessee under the Notes, grant the Indenture Trustee a Lien in and to all of Site Lessee’s right, title and interest in, to and under the Ground Interest (other than Excepted Payments). Site Lessor hereby consents to such assignment and creation of such Lien (and to any Lien granted to any future lender) and acknowledges receipt of copies of the Indenture. Unless and until Site Lessor shall have received written notice from the Indenture Trustee that the Liens of the Indenture have been fully released, the Indenture Trustee under the Indenture shall have the rights of Site Lessee under this Site Lease to the extent, and subject in each case to the exceptions, set forth in the Indenture.

Article XVI

TAXES

Section 16.1. Covenant to Pay Taxes and Assessments . During the Term of this Site Lease, Site Lessee shall pay, to the extent of Lessor’s Percentage, as the same become due and payable, directly, all Taxes and Assessments, as hereinafter defined, which accrue during or are attributable to the Term and, upon request, shall provide Site Lessor with appropriate evidence of their payment; provided , however , that prior to the expiration or termination of the Facility Lease and the Site Sublease, Site Lessee shall be deemed to have performed its obligations under this Section 16.1 and Section 16.2 below. “ Taxes and Assessments ” shall mean all taxes, assessments or other impositions, general or special, ordinary or extraordinary, of every kind or nature, which may be levied, assessed or imposed upon or with respect to the Facility Site or any part thereof, or upon the Facility or any buildings, improvements, fixtures, equipment or personal property of Site Lessee at any time situated thereon, including, but not limited to, any ad valorem and inventory taxes. Site Lessee shall not be responsible for the payment of any sales, use, value-

added, income, franchise or similar tax due and payable by Site Lessor or imposed by reason of the rental payments under this Site Lease.

Section 16.2. Proration at Commencement and Expiration of Term . Taxes and Assessments, to the extent of Lessor’s Percentage, shall be prorated between Site Lessor and Site Lessee for (a) the year in which the Term commences and for the year in which the Term expires, as of, respectively, the date of commencement of the Term and the date of expiration of the Term and (b) for the year in which the expiration or earlier termination of the Facility Lease and the Site Sublease occurs, in accordance with their respective terms. Proration of Taxes and Assessments shall be paid and appropriate adjustment and payment shall be made on the basis of actual Taxes and Assessments. Site Lessee’s pro rata share of any Taxes and Assessments payable by Site Lessee under this Site Lease for the year in which the Term commences and expires shall be paid and appropriate adjustment and payment shall be made between the parties, at the time the actual Taxes and Assessments are known, as may be necessary to accomplish proration as herein provided.

Section 16.3. Substitute Taxes . If, at any time after expiration or termination, for any reason whatsoever, of the Facility Lease and the Site Sublease, the laws concerning the methods of real property taxation prevailing at the commencement of the Term are changed so that a tax or excise on rents or any other such tax, however described, is levied or assessed against Site Lessor as a direct substitution in whole or in part for any real property taxes, Site Lessee, to the extent of the Lessor’s Percentage thereof, shall pay before delinquency (but only to the extent it can be ascertained that there has been a substitution and that as a result Site Lessee has been relieved from the payment of real property taxes it would otherwise have been obligated to pay) the substitute tax or excise on rents. Site Lessee’s share of any tax or excise on rent shall be substantially the same as, and a substitute for, the payment of such real property taxes as provided in this Site Lease.

Section 16.4. Site Lessee’s Right to Contest Taxes . Subject to the provisions of the Participation Agreement and without limiting the rights of Site Lessor to contest any Taxes and Assessments levied against the Facility Site, Site Lessee shall have the right to contest any Taxes and Assessments payable by Site Lessee under this Site Lease, provided that Site Lessee shall in good faith and with due diligence contest the same or the validity thereof by appropriate legal proceedings which shall have the effect of preventing the collection of the Taxes and Assessments and the sale or foreclosure of any Lien for such Taxes and Assessments during such contest. So long as (a) within 30 days after receiving written notice from Site Lessee of its intent to contest any Taxes and Assessments (or such shorter period, to be specified by Site Lessee in such notice, as required for taking action with respect to such contest), Site Lessor shall request in writing that any Taxes and Assessments be contested; (b) there is no risk of imposition of any criminal penalties or liabilities; and (c) if the subject matter of any contest shall be of a continuing or recurring nature and shall have previously been decided pursuant to this Section 16.4 , there shall have been a change in law after such previously decided contest and Site Lessor receives, at Site Lessee’s sole cost, an opinion of counsel selected by Site Lessor and reasonably acceptable to Site Lessee to the effect that such change is favorable to the position asserted in the previous contest, Site Lessee shall have the right, at its sole expense, to institute and prosecute, in Site Lessor’s name, any suit or action to contest any Taxes and Assessments payable by Site Lessee or to recover the amount of any such Taxes and Assessments but, in such event, Site

Lessee hereby covenants and agrees to indemnify and save Site Lessor harmless from any and all costs and expenses, including reasonable attorneys’ fees, in connection with any such suit or action. Any funds recovered by Site Lessee as a result of any such suit or action shall belong to Site Lessee except to the extent any such recovery relates to a period of time which is not part of the Term. Any part of such recovery relating to a period not part of the Term shall be paid to Site Lessor.

Article XVII

LEASEHOLD MORTGAGE PROTECTIVE PROVISIONS

Section 17.1. Notices . No notice from Site Lessor shall be effective unless it is also given to any Leasehold Mortgagee of which Site Lessor has Actual Knowledge. Any notice of default shall state the nature of the alleged default and shall specify the amounts of rent or other payments herein provided for that are claimed to be in default. Each Leasehold Mortgagee shall be given notice of any arbitration or other proceeding or dispute between Site Lessor and Site Lessee and shall have the right to intervene therein and be made a party thereto. Further, each Leasehold Mortgagee shall receive notice, and a copy, of any award or decision made in said arbitration or other proceeding.

Section 17.2. Default and Cure Rights . During the existence of a Site Lease Event of Default by Site Lessee hereunder, Site Lessor shall accept any curative acts undertaken by or at the instigation of a Leasehold Mortgagee in accordance with the terms of this Section as if the same had been undertaken by Site Lessee. Subject to the proviso in Section 13.2(a) , if Site Lessor shall elect to terminate this Site Lease by reason of any Site Lease Event of Default of Site Lessee, the Leasehold Mortgagee shall have the right to postpone and extend the specified date for the termination of this Site Lease as fixed by Site Lessor in its notice of termination, and in the event the Leasehold Mortgagee fully complies with its obligations and fully cures such Site Lease Event of Default within the time periods specified below, no such termination shall be effected by Site Lessor, so long as such Leasehold Mortgagee shall (and shall agree with Site Lessor by giving a notice to that effect to Site Lessor) prior to the effective date of termination, to commence and diligently pursue to completion the following within the times hereinafter provided and shall, in fact, accomplish the following within such time periods:

(a) cure or cause to be cured within 30 days of receiving notice of any then-existing monetary defaults of which the Leasehold Mortgagee has Actual Knowledge; and

(b) pay or cause to be paid any future or ongoing payment or other monetary obligations of Site Lessee hereunder, as the same fall due; provided that the Leasehold Mortgagee shall have such period of time (not to exceed 30 days after written notice thereof to the Leasehold Mortgagee) as is reasonably necessary to cure any failure to pay any such amount when due; and

(c) promptly cure or cause to be cured within 30 days any other defaults of which the Leasehold Mortgagee has Actual Knowledge and which the Leasehold Mortgagee is capable of curing; provided that the Leasehold Mortgagee shall have an additional period (not to exceed an additional 180 days) as is reasonably necessary beyond such initial 30 day period to cure such

default so long as the Leasehold Mortgagee diligently pursues the cure of such default to completion; and

(d) take steps to acquire or sell Site Lessee’s interest in this Site Lease by foreclosure of the Leasehold Lien or otherwise, and diligently prosecute to completion such steps, and in any event to completion within 240 days after notice of such proposed termination; provided , however , that the Leasehold Mortgagee shall have an additional period (not to exceed an additional 365 days) to complete such steps equal to the number of days that the Leasehold Mortgagee is under any statutory or judicial restraint restricting the taking or completion of such steps.

Section 17.3. Assignment . Site Lessee’s interest in this Site Lease may be assigned pursuant to judicial or non judicial foreclosure or a conveyance in lieu of foreclosure (a “ Foreclosure Transfer ”) to any Person.

Section 17.4. Requisition . During all periods after the Facility Lease has terminated, each Leasehold Mortgagee shall be entitled to participate in the proceedings relating to any Requisition of all or part of the Facility Site.

Section 17.5. New Agreement . If this Site Lease, without the consent of a Leasehold Mortgagee, is terminated for any reason prior to its stated term, as the same may be extended, other than pursuant to Section 17.2 above, then Site Lessor shall, upon written request from the Leasehold Mortgagee made within 30 days after such termination, enter into a new agreement regarding the lease or sublease, as applicable, of the Ground Interest with the most senior Leasehold Mortgagee timely requesting such new agreement. The new agreement shall be on the same terms and conditions as this Site Lease (including any rights or options to extend the term of this Site Lease) and shall have the same priority as this Site Lease; provided that notwithstanding the foregoing, Site Lessor shall not be responsible for removing or satisfying any Lien which is not attributable to Site Lessor or any of its Affiliates. Site Lessor’s obligation to enter into the new agreement shall be conditioned upon the following: (a) the Leasehold Mortgagee shall have cured all monetary and nonmonetary defaults (capable of being cured by the Leasehold Mortgagee) in the manner and time periods set forth in Section 17.2 hereof, and (b) the Leasehold Mortgagee shall reimburse Site Lessor, on an After-Tax Basis, for all reasonable costs and expenses incurred in entering into the new agreement.

Section 17.6. Amendment . The cancellation, surrender or amendment of this Site Lease by Site Lessee shall not be effective as against any Leasehold Mortgagee without the written consent of such Leasehold Mortgagee except for any such cancellation, surrender or amendment of this Site Lease otherwise permitted pursuant hereto without the consent of the Leasehold Mortgagee.

Section 17.7. No Merger . In the event that Site Lessee acquires the fee estate of Site Lessor in the Ground Interest of the Facility Site, the leasehold estate created pursuant to this Site Lease shall not merge out of existence but instead shall be, become and continue as an encumbrance of the entire interests of the Site Lessee in the real property.

Section 17.8. Estoppel Certificates . Within 30 days after the written reasonable request therefor from a Leasehold Mortgagee, Site Lessor shall deliver to the Leasehold Mortgagee (and any

other party identified by the Leasehold Mortgagee) an estoppel certificate signed by Site Lessor in form reasonably designated by the Leasehold Mortgagee which certifies as to: (a) the rent payable under this Site Lease and the date through which such rent has been paid; (b) the term of this Site Lease and the rights of Site Lessee, if any, to extend the term of this Site Lease; (c) the nature of any defaults by Site Lessee alleged by Site Lessor; and (d) any other matters reasonably requested by the Leasehold Mortgagee.

Article XVIII

MISCELLANEOUS

Section 18.1. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been given or made three days after being deposited in the United States mail, certified or registered with appropriate postage prepaid or, if delivered by hand or by telecopy or other wire transmission service, when received, addressed as follows:

	If to Site Lessee:

	Mansfield 2007 Trust A
	c/o U.S. Bank Trust National Association
	300 Delaware Avenue, 9 ^th Floor
	Wilmington, DE 19801
	Attention: Corporate Trust Services
	Facsimile: (302) 567-3717

	If to Site Lessor:

	FirstEnergy Generation Corp. 76 South Main St.
	Akron, Ohio 44308
	Attention: Vice President and Treasurer
	Attention: Associate General Counsel
	Facsimile: (330) 384-3875

	with a copy to (until the Liens of the Indenture have been fully released):

	The Bank of New York Trust Company, N.A.
	1660 West 2 ^nd Street, Suite 830
	Cleveland, OH 44113
	Attention: Corporate Trust Department
	Facsimile: (216) 621-1441

or to such other address as either party shall from time to time designate in writing to the other party hereto.

Section 18.2. Counterparts . This Site Lease may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 18.3. Amendments . Neither this Site Lease nor any of the terms hereof may be terminated, amended, supplemented, or modified orally, but only by an instrument in writing (a) signed by the party against which the enforcement of the termination, amendment, supplement, or modification shall be sought and (b) consented to in writing by any Leasehold Mortgagee.

Section 18.4. Headings, etc . The headings of the various Articles and Sections of this Site Lease are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

Section 18.5. Successors and Assigns . The terms of this Site Lease shall be binding upon, and inure to the benefit of, the parties hereto and, subject to the provisions of Article XV concerning the parties’ respective rights to assign their interests in this Site Lease, their respective successors and assigns. The Indenture Trustee and each Leasehold Mortgagee are express third party beneficiaries of this Site Lease entitled to enforce it.

Section 18.6. Governing Law . This Site Lease shall be governed by, and construed in accordance with, the law of the Commonwealth of Pennsylvania, it being understood that, to the fullest extent permitted by the law of the Commonwealth of Pennsylvania, the law of the State of New York shall govern the validity and the enforceability of the representations, warranties, covenants and obligations of Site Lessee and Site Lessor under this Site Lease.

Section 18.7. Waivers . No waiver of a term, condition or provision of this Site Lease shall be valid or of any effect unless made in writing, signed by the party to be bound or its duly authorized representative, and specifying with particularity the manner and extent of such waiver. Any waiver by either party of any default of the other shall not affect or impair any right arising from any subsequent default.

Section 18.8. Furtherance Assurances . Site Lessor and Site Lessee agree to sign such documents or other writings, and to take such further actions, as may reasonably be requested by the other party in order to more fully effectuate the provisions of this Site Lease consistent with the intent of the parties thereto, and the transactions contemplated thereby.

Section 18.9. Entire Agreement . This Site Lease and the other Operative Documents contain the entire understanding of the parties hereto with respect to the subject matter covered hereby and thereby, and supersede and cancel any and all oral or written prior agreements, understandings, statements and representations between the parties with respect to the management and conduct of the Ground Interest and the Undivided Interest.

Section 18.10. Severability of Provisions . Any provision of this Site Lease which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 18.11. Memorandum . A memorandum of this Site Lease shall be recorded in the Official Records.

Section 18.12. Measuring Life . If and to the extent that any of the rights and privileges granted under this Site Lease would, in the absence of the limitation imposed by this sentence, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule or law relating to the vesting of interests in property or the suspension of the power of alienation of property, then it is agreed that notwithstanding any other provision of this Site Lease, such options, rights and privileges, subject to the respective conditions hereof governing the exercise of such options, rights and privileges, will be exercisable only during (a) the longer of (i) a period which will end 21 years after the death of the last survivor of the descendants living on the date of the execution of this Site Lease of the following Presidents of the United States: Franklin D. Roosevelt, Harry S. Truman, Dwight D. Eisenhower, John F. Kennedy, Lyndon B. Johnson, Richard M. Nixon, Gerald R. Ford, James E. Carter, Ronald W. Reagan, George H.W. Bush, William J. Clinton and George W. Bush or (ii) the period provided under the common law rule against perpetuities or (b) the specified applicable period of time expressed in this Site Lease, whichever of (a) and (b) is shorter.

Section 18.13. Limitation of Liability of Trust Company . It is expressly understood and agreed by the parties hereto that (a) this Site Lease is executed and delivered by a representative of the Trust Company, not individually or personally but solely as the Owner Trustee of and on behalf of Site Lessee, as trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of Site Lessee is made and intended not as a personal representation, undertaking and agreement of the Trust Company but for the purpose of binding only Site Lessee, (c) nothing herein contained shall be construed as creating any liability on the Trust Company, individually or personally, to perform any covenant either expressed or implied herein, all such liability, if any, being expressly waived by the parties hereto, and (d) under no circumstances shall the Trust Company be personally liable for the payment of any indebtedness or expenses of Site Lessee or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Site Lessee under this Site Lease. Notwithstanding the foregoing, the Trust Company is an intended beneficiary of this Site Lease.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Site Lease to be duly executed by their respective officers thereto duly authorized as of the day and year first above written.

	SITE LESSOR:

	FIRSTENERGY GENERATION CORP.


	By: /s/ James F. Pearson
	Name: James F. Pearson
	Title: Vice President and Treasurer


	SITE LESSEE:

	MANSFIELD 2007 TRUST A

	By: U.S. BANK TRUST NATIONAL ASSOCIATION Not in its individual capacity, but solely as Owner Trustee

	By: /s/ Mildred F. Smith
	Name: Mildred F. Smith
	Title: Vice President

Exhibit A to Site Lease

Legal Description and Site Lease Terms Relating Thereto

Legal Description of Facility Site

EXHIBIT 10-8

EXECUTION COPY

SITE SUBLEASE

Dated as of July 1, 2007

between

MANSFIELD 2007 TRUST A,
as Site Sublessor

and

FIRSTENERGY GENERATION CORP.,
as Site Sublessee

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT UNIT 1

TABLE OF CONTENTS

		Page
ARTICLE I AGREEMENT AND DEFINITIONS		2

Section 1.1.	Documents Included	2
Section 1.2.	Conflicting Provisions	2
Section 1.3.	Definitions and Interpretation	2

ARTICLE II SUBLEASE TERM; NO MINERAL RIGHTS		2

Section 2.1.	Sublease of Ground Interest; Initial Sublease Term; Renewal Options.	2
Section 2.2.	No Mineral Rights	3
Section 2.3.	Subordinate to Site Lease, Etc	3

ARTICLE III SEVERANCE		3

ARTICLE IV SUBRENT		3

Section 4.1.	Sublease Term Subrent	3
Section 4.2.	Renewal Term Subrent	4

ARTICLE V SURRENDER OF FACILITY SITE		4

ARTICLE VI NONTERMINATION		4

ARTICLE VII POSSESSION AND QUIET ENJOYMENT		4

ARTICLE VIII USE OF FACILITY SITE		5

ARTICLE IX REQUISITION		5

ARTICLE X INSURANCE		5

ARTICLE XI DAMAGE OR DESTRUCTION OF FACILITY OR MODIFICATIONS		6

ARTICLE XII DEFAULT/REMEDIES		6

Section 12.1.	Site Sublessee Events of Default	6
Section 12.2.	Site Sublessor’s Remedies	6

ARTICLE XIII MECHANIC’S LIENS AND OTHER LIENS		7

ARTICLE XIV ASSIGNMENT/SUBLETTING/HYPOTHECATION		7

Section 14.1.	Right to Assign or Sublet	7

Section 14.2.	Lien on Leasehold Prohibited	7

ARTICLE XV PURCHASE OF FACILITY		8

ARTICLE XVI PUBLIC UTILITIES		8

ARTICLE XVII TAXES		8

ARTICLE XVIII MISCELLANEOUS		8

Section 18.1.	Notices	8
Section 18.2.	Counterparts	9
Section 18.3.	Amendments	9
Section 18.4.	Headings, etc	9
Section 18.5.	Successors and Assigns	9
Section 18.6.	Governing Law	9
Section 18.7.	Waivers	10
Section 18.8.	Furtherance Assurances	10
Section 18.9.	Entire Agreement	10
Section 18.10.	Severability of Provisions	10
Section 18.11.	Memorandum	10
Section 18.12.	Limitation of Liability of Trust Company	10

EXHIBITS:

Exhibit A Legal Description of the Facility Site

SITE SUBLEASE

This SITE SUBLEASE (as the same may be amended, modified or supplemented, this “ Site Sublease ”), dated as of July 1, 2007, between MANSFIELD 2007 TRUST A, a Delaware statutory trust (“ Site Sublessor ” or “ Lessor ”), and FIRSTENERGY GENERATION CORP., an Ohio corporation (“ Site Sublessee ” or “ FGCO ”).

WITNESSETH:

WHEREAS, FGCO, a direct, wholly-owned subsidiary of FirstEnergy Solutions Corp. and an indirect, wholly-owned subsidiary of FirstEnergy Corp., owns a 93.825% undivided interest in the fee interest in and to those certain parcels of real property located near Shippingport, Pennsylvania described in Exhibit A attached hereto (such parcels, together with all rights of way, easements, permits and other appurtenances now in existence or hereafter created, collectively, the “ Facility Site ”); and

WHEREAS, immediately prior to the effectiveness of this Site Sublease, FGCO sold, assigned and conveyed to Site Sublessor an undivided 16.8885% ownership interest in and to the Facility (which interest is defined in Appendix A to the Participation Agreement referred to below as the “ Undivided Interest ”) which included, without limitation, that certain fully scrubbed coal-fired generating facility with a net demonstrated capacity of 830 MW and all other improvements situated upon the Facility Site (such fully scrubbed coal-fired generating facility is more fully defined in Exhibit A to the Participation Agreement); and

WHEREAS, concurrently with the acquisition of the Undivided Interest, Site Sublessor (i) leased from FGCO (in such capacity, the “ Site Lessor ”), a 16.8885% undivided interest in the Facility Site pursuant to that certain Site Lease between Site Lessor and Site Sublessor, dated as of the date hereof (the “ Site Lease ”), a memorandum of which shall be recorded in the Official Records, as a tenant-in-common with other owners of undivided interests in, or owners of undivided leasehold interests in, the Facility Site, and (ii) leased to Site Sublessee the Undivided Interest pursuant to that certain Facility Lease Agreement between Site Sublessor and Site Sublessee dated as of the date hereof (the “ Facility Lease ”), a memorandum of which shall be recorded in the Official Records; and

WHEREAS, Site Sublessee desires to sublease from Site Sublessor, and Site Sublessor desires to sublease to Site Sublessee, a 16.8885% undivided leasehold interest in the Facility Site, subject to the terms and conditions of this Site Sublease (the rights and interests of Site Sublessee in the Facility Site granted pursuant to this Site Sublease are sometimes collectively referred to as the “ Ground Interest ”); and

WHEREAS, Site Sublessee, Site Sublessor and certain other parties have previously entered into the Participation Agreement (as defined below), pursuant to which the parties thereto are making certain representations, warranties, covenants and agreements related to the transactions contemplated by this Site Sublease and the Participation Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements and conditions herein contained and of other good and valuable consideration,

receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

AGREEMENT AND DEFINITIONS

Section 1.1. Documents Included . This Agreement consists of this document and the following Exhibits which are attached hereto and which are specifically incorporated herein and made a part hereof by this reference:

Exhibit A: Legal Description of the Facility Site

Section 1.3. Definitions and Interpretation . Capitalized terms used in this Site Sublease, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the Participation Agreement, dated as of June 26, 2007 (the “ Participation Agreement ”), among Site Sublessee, FirstEnergy Solutions Corp., as Guarantor, Site Sublessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Indenture Trustee, and The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Pass Through Trustee. The Rules of Interpretation set forth in Appendix A to the Participation Agreement shall apply to the terms used in and the interpretation of this Site Sublease.

ARTICLE II

SUBLEASE TERM; NO MINERAL RIGHTS

Section 2.1. Sublease of Ground Interest; Initial Sublease Term; Renewal Options .

(a) Upon the terms and conditions hereof, Site Sublessor hereby subleases to Site Sublessee, and Site Sublessee hereby subleases from Site Sublessor, the Ground Interest, excluding, for the avoidance of doubt, the Facility, for a term (the “ Initial Sublease Term ”) which shall commence on July 13, 2007 and shall, unless sooner terminated pursuant to the terms hereof, expire on June 13, 2040 or, if later, the date repair or restoration of the Facility is completed in accordance with Section 10 of the Facility Lease.

(b) In the event and on each occasion that Site Sublessee has exercised any option of Site Sublessee to renew the Facility Lease pursuant to Section 15 thereof, then this Site Sublease shall be deemed extended for a period of time equivalent to the Facility Lease renewal (each such renewal period, a “ Renewal Term ” and, all such Renewal Terms, together with the Initial Sublease Term, the “ Term ”) without any further act of any Person. Notwithstanding anything to the contrary in this Section 2.1 , upon expiration or termination of the Facility Lease in accordance with the terms thereof, the Term hereof shall terminate automatically. The subleasing

hereunder is subject only to (i) all laws and regulations affecting the Ground Interest, and (ii) the Permitted Encumbrances, including, without limitation, the Site Lease. It is the express intention of the parties hereto that this Site Sublease constitute a true sublease of the Ground Interest, as set forth in Section 2.1(a) , and not a mortgage or pledge thereof.

Section 2.2. No Mineral Rights . This Agreement does not demise or lease to Site Sublessee any oil, gas, steam or other minerals or substances in place underneath the surface of the Facility Site or any right to extract and remove the same or any other right in connection therewith.

Section 2.3. Subordinate to Site Lease, Etc . This Agreement is subject to all the terms and conditions of the Site Lease. Any termination, expiration or cancellation of the Site Lease shall terminate this Site Sublease automatically and without any further act of any Person. Site Sublessee shall undertake and perform, for the benefit of Site Sublessor, all duties and obligations of Site Lessee under the Site Lease and shall not take any action, or fail to take any action, which action or failure would constitute or result in a Site Lease Event of Default under the Site Lease. Any action or failure to take action by Site Sublessee which is or results in a Site Lease Event of Default under the Site Lease shall likewise constitute a Site Sublessee Event of Default under this Site Sublease.

ARTICLE III

SEVERANCE

Title to the Facility and all Components, Replacement Components and Modifications and every portion thereof is severed, and shall be and remain severed, from title to the real estate constituting the Facility Site on which the Facility and other equipment is located, even if physically attached thereto. The parties agree that the Facility, the Components, the Replacement Components and all Modifications shall be and shall remain the property of Site Sublessor (except as to any Severable Modifications, title to which, in each case, is reserved to Site Sublessee) and shall not be or become fixtures or otherwise part of the real estate constituting the Facility Site.

ARTICLE IV

SUBRENT

Section 4.1. Sublease Term Subrent . As rent for the Ground Interest during the Initial Sublease Term, Site Sublessee shall pay to Site Sublessor an annual base rent (the “ Subrent ”) equal to the amount of rent payable under the Site Lease for the corresponding period. In addition, Site Sublessee shall pay as supplemental rent under this Site Sublease all other amounts payable by Site Sublessor under the Site Lease attributable to the Term of this Site Sublease. The Subrent and such supplemental rent payable during the Initial Sublease Term or during each Renewal Term shall be paid as and when due under the Site Lease. The Subrent for any partial year at the end of the Initial Sublease Term shall be prorated on the basis of the number of days in such partial year relative to 365 days.

Section 4.2. Renewal Term Subrent . As rent for the Ground Interest during each Renewal Term, Site Sublessee shall pay to Site Sublessor a Subrent equal to all rent due and payable under the Site Lease for the corresponding period. Such Subrent shall be prorated for any portion of a year during the last year of the Renewal Term on the basis of the number of days during such last year of the Renewal Term relative to 365 days.

ARTICLE V

SURRENDER OF FACILITY SITE

Upon any expiration or earlier termination of the Term and satisfaction of the requirements specified in Section 5 of the Facility Lease, Site Sublessee shall surrender the Ground Interest into the possession of Site Sublessor without representation or warranty other than a warranty that the Ground Interest is free and clear of all Liens other than Owner Participant’s Liens and Permitted Liens and that the Facility and Facility Site are in the condition required by the Facility Lease. Site Sublessee shall, upon the request of Site Sublessor but at Site Sublessee’s cost and expense, execute, acknowledge and deliver a termination of this Site Sublease, to be prepared by Site Sublessor that is in a form recordable and reasonably satisfactory to Site Sublessee. The obligations of Site Sublessee under this Article V shall survive the expiration or termination of this Site Sublease.

ARTICLE VI

NONTERMINATION

Except as provided in Sections 2.1 and 2.3 and in Articles IX , XI , XII or XV hereof, this Site Sublease shall not terminate, nor shall Site Sublessee’s interest in the Ground Interest created hereby be extinguished, lost, conveyed or otherwise impaired, or be merged into or with any other interest or estate in the Facility Site or any other property interest, in whole or in part, by any cause or for any reason whatsoever, including, without limitation, the following: (a) destruction of all or any part of the Facility or the taking of the Facility or any portion thereof by condemnation, requisition, eminent domain or otherwise, (b) any prohibition, limitation or restriction of any party’s use of all or any part of the Ground Interest or of Site Sublessee’s use of the Undivided Interest, or the interference with such use by any Person, or any eviction by paramount title or otherwise, (c) any inadequacy, incorrectness or failure of the description of the Facility Site, the Ground Interest or any property or rights intended to be granted or conveyed by this Site Sublease, (d) insolvency, bankruptcy, reorganization or similar proceedings by or against either party hereto or (e) any other reason whatsoever, whether similar or dissimilar to any of the foregoing.

ARTICLE VII

POSSESSION AND QUIET ENJOYMENT

Site Sublessor covenants and agrees that unless a Site Sublessee Event of Default (as defined below) shall have occurred and be continuing and Site Sublessor (or the Indenture Trustee) has commenced the exercise of remedies pursuant to the Facility Lease, Site Sublessee

shall enjoy quiet use, enjoyment and possession of the Ground Interest and neither Site Sublessor nor any Person claiming by, through or under Site Sublessor shall disturb Site Sublessee’s quiet use, enjoyment and possession of the Ground Interest or any portion thereof, and Site Sublessor shall not permit or suffer to exist on the Ground Interest or any part thereof any Lessor’s Lien.

ARTICLE VIII

USE OF FACILITY SITE

Site Sublessee’s rights hereunder to use the Ground Interest shall be limited to the right of Site Sublessee (a) to use the Ground Interest during the Term in connection with the use, operation or maintenance of the Undivided Interest or an interest in any electric generating facility built in replacement or substitution of all or any portion of the Facility, as required, permitted or contemplated by the Facility Lease and the other Operative Documents, and (b) to use the Ground Interest in accordance with Applicable Law, and comply with Applicable Law as the same may pertain to the condition of the Ground Interest, the Facility Site or the Facility or any such operation thereof; provided , however , that Site Sublessee shall not be obligated to comply with any Applicable Law or Governmental Action (i) whose application or validity is being contested diligently and in good faith by appropriate proceedings for the time period of such contest (except that such contest shall not permit the return of the Undivided Interest or Facility Site in a condition which is not in compliance with any Applicable Law or Governmental Action) or (ii) compliance with which shall have been excused or exempted by a nonconforming use permit, waiver, extension or forbearance exempting it from such Applicable Law or Governmental Action, so long as, in the case of each of clauses (i) or (ii) above, such failure of compliance does not result in any danger of (A) any sale, forfeiture or loss of any part of the Undivided Interest or the Ground Interest, (B) any material Lien on the Ground Interest or the Undivided Interest, other than a Permitted Lien, or (C) any material civil liability or any criminal liability on the part of any Indemnified Party. Notwithstanding any provision contained in this Site Sublease or in any Operative Document, Site Sublessee has the right to perform any and all acts required by an order of the FERC or its successor affecting the Undivided Interest or the Ground Interest without the prior approval of Site Sublessor or any other party to the Operative Documents.

ARTICLE IX

REQUISITION

If at any time the Facility Site or any portion thereof is requisitioned, the proceeds of such Requisition shall be divided among Site Sublessor and Site Sublessee in the proportions specified in the Facility Lease.

ARTICLE X

INSURANCE

At all times during the Term of this Site Sublease, Site Sublessee shall comply with the requirements of Section 11 to the Facility Lease, as modified by Section 3.1(n) of the Lessee

Disclosure Schedule, and any insurance proceeds shall be applied as required by the Facility Lease.

ARTICLE XI

DAMAGE OR DESTRUCTION OF FACILITY OR MODIFICATIONS

Subject to, and without limiting the parties’ obligations under, the other Operative Documents, if the Facility or any substantial part thereof is damaged or destroyed by any fire or other casualty, Site Sublessee shall repair or replace the Facility or such part, to the extent required pursuant to the Facility Lease, and any insurance proceeds received by Site Sublessee shall be applied and distributed in accordance with the Facility Lease.

ARTICLE XII

DEFAULT/REMEDIES

Section 12.1. Site Sublessee Events of Default . The occurrence and continuation of any Lease Event of Default under the Facility Lease or any action or failure to take action by Site Sublessee that constitutes or results in a Site Lease Event of Default under the Site Lease shall be deemed to be a “ Site Sublessee Event of Default ” under this Site Sublease, regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceeding which has or might have the effect of preventing Site Sublessee from complying with the terms of this Site Sublease.

Section 12.2. Site Sublessor’s Remedies Generally . Upon the occurrence and continuation of any Site Sublessee Event of Default, Site Sublessor may, at its option, and in addition to and cumulatively with any other rights Site Sublessor may have at law or in equity or under this Site Sublease, (i) terminate this Site Sublease by notice to Site Sublessee, or (ii) enforce, by all proper and legal suits and other means, its rights hereunder, including the collection of damages arising out of such Site Sublease Event of Default and of all sums due hereunder, without re-entering or resuming possession of the Ground Interest or the Undivided Interest, and without terminating this Site Sublease, and should it be necessary for such party to take any legal action in connection with such enforcement, Site Sublessee shall pay Site Sublessor all reasonable attorneys’ fees so incurred, all without prejudice to any remedies that might otherwise be used by either party for recovery of arrearages of sums due hereunder, damages as herein provided, or breach of covenant; provided , however , in no event shall Site Sublessor terminate this Site Sublease unless the Facility Lease shall have been terminated in accordance with its terms.

(b) Recovery of Unpaid Rent and Other Amounts . Upon termination of this Site Sublease, Site Sublessor shall have the right to recover from Site Sublessee:

(i) All unpaid rent which had been earned at the time of termination;

(ii) All unpaid rent for the balance of the term of this Site Sublease which exceeds the amount of such rental loss that Site Sublessee proves could be reasonably avoided;

(iii) All other amounts necessary to compensate Site Sublessor for all the damages arising as a result of Site Sublessee’s failure to perform all of Site Sublessee’s obligations under this Site Sublease; and

(iv) Interest at the Overdue Rate on any amount due above from the date due until the date of payment.

ARTICLE XIII

MECHANIC’S LIENS AND OTHER LIENS

At all times during the Term of this Site Sublease, Site Sublessee shall comply with the requirements of Section 6 of the Facility Lease regarding Liens. In addition, Site Sublessee will not directly or indirectly create, incur, assume or suffer to exist any Lien on or with respect to the Facility Site, or any interest therein, or on its interest in this Sublease or its interest in any other Operative Document, except Permitted Liens, Permitted Encumbrances or Owner Participant’s Liens, if any, and Site Sublessee shall promptly notify Site Sublessor of the imposition of any such Lien of which Site Sublessee has Actual Knowledge and shall promptly, at its own expense, take such action as may be necessary to fully discharge or release any such Lien, other than Permitted Liens or Permitted Encumbrances.

ARTICLE XIV

ASSIGNMENT/SUBLETTING/HYPOTHECATION

Section 14.1. Right to Assign or Sublet . Except as expressly permitted pursuant hereto or by the Participation Agreement or the Facility Lease, neither Site Sublessor nor Site Sublessee shall have the right to assign or otherwise transfer all or any part of such party’s interest in this Site Sublease or in the Ground Interest or to sublet the whole or any part of the Ground Interest and/or delegate any or all of its obligations under this Site Sublease.

Section 14.2. Lien on Leasehold Prohibited . Except as expressly permitted pursuant to the Participation Agreement or the Facility Lease, Site Sublessee shall not have the right to encumber, mortgage, pledge or hypothecate its interest in this Site Sublease or the Ground Interest or to grant an assignment of the rents, issues and profits from the Ground Interest.

Section 14.3 Assignment of Site Sublessor’s Rights . During the term of the Site Lease, Site Sublessor shall have the right to encumber, mortgage, pledge or hypothecate its interest in this Site Sublease, the Site Lease or the Ground Interest or to grant an assignment of the rents, issues and profits from this Site Sublease or the Ground Interest (any such encumbrance, mortgage, pledge, hypothecation or assignment, a “ Leasehold Lien ”) in favor of or to the Indenture Trustee or any future lender to Site Sublessor (a “ Leasehold Mortgagee ”), to the extent permitted under the Operative Documents. Site Sublessee specifically acknowledges that, concurrently with the execution and delivery of this Site Sublease, Site Sublessor will, as security for the Secured Indebtedness of Site Lessee under the Notes, grant the Indenture Trustee a Lien in and to all of Site Sublessor’s right, title and interest in, to and under the Ground Interest (other than Excepted Payments). Site Sublessee hereby consents to such assignment and creation of such Lien (and to

any Lien granted to any future lender) and acknowledges receipt of copies of the Indenture, it being understood that such consent shall not affect any requirement or the absence of any requirement for any consent under any other circumstances. Site Sublessee further acknowledges and agrees that this Site Sublease is and shall be subject and subordinate to any Leasehold Lien. Unless and until Site Sublessee shall have received written notice from a Leasehold Mortgagee that the Leasehold Lien has been fully released, the Leasehold Mortgagee under the Leasehold Lien shall have the rights of Site Sublessor under this Site Sublease to the extent, and subject in each case to the exceptions set forth in, the Leasehold Lien.

ARTICLE XV

PURCHASE OF FACILITY

Notwithstanding any provision of this Site Sublease, including Article V hereof, in the event that the Undivided Interest is transferred to or otherwise acquired by Site Sublessee in accordance with and pursuant to any of Sections 10 , 13 or 14 of the Facility Lease, this Site Sublease shall terminate as of the date of any such transfer or other acquisition by Site Sublessee of the Undivided Interest.

ARTICLE XVI

PUBLIC UTILITIES

Site Sublessee shall pay directly for all public utility goods and services supplied to the Facility during the Term of this Site Sublease.

ARTICLE XVII

TAXES

Site Sublessee shall pay and hold each Tax Indemnitee harmless on an After-Tax Basis from and against all real property taxes, assessments, and personal property taxes applicable to the Facility Site and the Facility during the Term of this Site Sublease. Site Sublessee’s obligations under this Article XVII shall survive the expiration or termination of this Site Sublease.

ARTICLE XVIII

MISCELLANEOUS

Section 18.1. Notices . All notices and other communications hereunder shall be in writing and shall be deemed to have been given or made three (3) days after being deposited in the United States mail, certified or registered with appropriate postage prepaid or, if delivered by hand or by telecopy or other wire transmission service, when received, addressed as follows:

If to Site Sublessor:

	Mansfield 2007 Trust A
	c/o U.S. Bank Trust National Association
	300 Delaware Avenue, 9th floor
	Wilmington, DE 19801
	Attention: Corporate Trust Services
	Facsimile: (302) 576-3717

If to Site Sublessee:

	FirstEnergy Generation Corp. 76 South Main Street
	Akron, Ohio 44308
	Attention: Vice President and Treasurer
	Attention: Associate General Counsel
	Facsimile: (330) 384-3875

or to such other address as either party shall from time to time designate in writing to the other party hereto.

Section 18.2. Counterparts . This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 18.3. Amendments . Neither this Site Sublease nor any of the terms hereof may be terminated, amended, supplemented, waived or modified orally, but only by an instrument in writing (a) signed by the party against which the enforcement of the termination, amendment, supplement or modification shall be sought and then only if such termination, amendment, supplement or modification is in accord with the Participation Agreement and (b) consented to in writing by any Leasehold Mortgagee.

Section 18.4. Headings, etc . The headings of the various Articles and Sections of this Site Sublease are for convenience of reference only and shall not modify, define, expand or limit any of the terms or provisions hereof.

Section 18.5. Successors and Assigns . Subject to the provisions of Article XIV concerning the parties’ respective rights to assign their interests in this Site Sublease, the terms of this Site Sublease shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. The Indenture Trustee and any Leasehold Mortgagee are express third party beneficiaries of this Site Sublease entitled to enforce it.

Section 18.6. Governing Law . This Agreement shall be governed by, and construed in accordance with, the law of the Commonwealth of Pennsylvania, it being understood that, to the fullest extent permitted by the law of the Commonwealth of Pennsylvania, the law of the State of

New York shall govern the validity and the enforceability of the representations, warranties, covenants and obligations of Site Sublessee and Site Sublessor under this Site Sublease.

Section 18.7. Waivers . No waiver of a term, condition or provision of this Site Sublease shall be valid or of any effect unless made in writing, signed by the party to be bound or its duly authorized representative, and specifying with particularity the manner and extent of such waiver. Any waiver by either party of any default of the other shall not affect or impair any right arising from any subsequent default.

Section 18.8. Furtherance Assurances . Site Sublessor and Site Sublessee agree to sign such documents or other writings, and to take such further actions, as may reasonably be requested by the other party in order to more fully effectuate the provisions of this Site Sublease consistent with the intent of the parties thereto, and the transactions contemplated thereby.

Section 18.9. Entire Agreement . This Agreement and the other Operative Documents contain the entire understanding of the parties hereto with respect to the subject matter covered hereby and thereby, and supersede and cancel any and all oral or written prior agreements, understandings, statements and representations between the parties with respect to the management and conduct of the Ground Interest and the Undivided Interest.

Section 18.10. Severability of Provisions . Any provision of this Site Sublease which may be determined by competent authority to be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 18.11. Memorandum . A memorandum of this Site Sublease shall be recorded in the Official Records.

Section 18.12. Limitation of Liability of Trust Company . It is expressly understood and agreed by the parties hereto that (a) this Site Sublease is executed and delivered by a representative of the Trust Company, not individually or personally but solely as the Owner Trustee of and on behalf of Site Sublessor, as trustee under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of Site Sublessor is made and intended not as a personal representation, undertaking and agreement by the Trust Company but for the purpose of binding only Site Sublessor, (c) nothing herein contained shall be construed as creating any liability on the Trust Company, individually or personally, to perform any covenant either expressed or implied herein, all such liability, if any, being expressly waived by the parties hereto or by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall the Trust Company be personally liable for the payment of any indebtedness or expenses of Site Sublessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by Site Sublessor under this Site Sublease. Notwithstanding the foregoing, the Trust Company is an intended beneficiary of this Site Sublease.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Site Sublease to be duly executed by their respective officers thereto duly authorized as of the day and year first above written.

	SITE SUBLESSOR:

	MANSFIELD 2007 TRUST A

	By: U.S. BANK TRUST NATIONAL ASSOCIATION Not in its individual capacity, but solely as Owner Trustee


	By:	/s/ Mildred F. Smith

	Name: Mildred F. Smith
	Title: Vice President


	SITE SUBLESSEE:

	FIRSTENERGY GENERATION CORP.


	By:	/s/ James F. Pearson

	Name: James F. Pearson
	Title: Vice President and Treasurer

Exhibit A to Site Sublease

Legal Description of the Facility Site

Together with the easements appurtenant set forth in that certain Indenture, dated August 13, 1974 between Lee E. Whitmire, Jr., Trustee, and The Cleveland Electric Illuminating Company, Ohio Edison Company, Pennsylvania Power Company, and Toledo Edison Company, recorded in the Office of the Recorder of Deeds of Beaver County, Pennsylvania on August 16, 1974, in Deed Book 1029, Page 456.

A-1

EXHIBIT 10-9

EXECUTION COPY

GUARANTY

Dated as of July 1, 2007

made by

FIRSTENERGY SOLUTIONS CORP.,
as Guarantor

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT UNIT 1


TABLE OF CONTENTS
				Page

SECTION 1.	DEFINED TERMS			1

SECTION 2.	GUARANTY			1
		Section 2.1.	Guaranty	1
		Section 2.2.	GuarantyAbsolute	2
		Section 2.3.	Guaranty Not Assignable	2
		Section 2.4.	Reinstatement	2
		Section 2.5.	Guaranty Not Subject to Setoff, etc	2
		Section 2.6.	Subrogation	3
		Section 2.7.	Exercise of Rights	3
		Section 2.8.	Right to Deal with the Lessee	3

SECTION 3.	COVENANTS OF THE GUARANTOR			3
		Section 3.1.	Reports	3
		Section 3.2.	Merger and Consolidation	4
		Section 3.3.	Existence	5
		Section 3.4.	Compliance with Laws	5
		Section 3.5.	Taxes	5
		Section 3.6.	Operation and Maintenance	5

SECTION 4.	REPRESENTATIONS AND WARRANTIES			5
		Section 4.1.	Organization; Power and Authority	5
		Section 4.2.	Authorization	5
		Section 4.3.	Non-Contravention	5
		Section 4.4.	Governmental Approvals	6
		Section 4.5.	Litigation	6

SECTION 5.	GUARANTEED PARTIES			6

SECTION 6.	MISCELLANEOUS			6
		Section 6.1.	Payments	6
		Section 6.2.	Parties	7
		Section 6.3.	Notices	7
		Section 6.4.	Survival of Representations, Warranties, etc	7
		Section 6.5.	Governing Law	7
		Section 6.6.	Consent to Jurisdiction; Waiver of Trial by Jury	7
		Section 6.7.	Severability; Amendments and Waivers	8

GUARANTY

This GUARANTY, dated as of July 1, 2007 (this “ Guaranty ”), by FIRSTENERGY SOLUTIONS CORP. , an Ohio corporation (the “ Guarantor ”), in favor of the Guaranteed Parties (as defined in Section 5 ).

WITNESSETH:

WHEREAS, the Guarantor wishes to induce the Guaranteed Parties to enter into that certain Participation Agreement dated as of June 26, 2007 (the “ Participation Agreement ”) by and among FirstEnergy Generation Corp., as Lessee, the Guarantor, Mansfield 2007 Trust A, as Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee, and consummate the transactions contemplated therein with FirstEnergy Generation Corp., an Ohio corporation and wholly-owned subsidiary of the Guarantor; and

WHEREAS, the Guaranteed Parties are unwilling to enter into such Participation Agreement and consummate the transactions contemplated therein unless the Guarantor enters into this Guaranty;

NOW, THEREFORE, in order to induce the Guaranteed Parties to enter into such Participation Agreement and consummate the transactions contemplated therein, the Guarantor hereby agrees as follows:

SECTION 1. DEFINED TERMS

Capitalized terms used in this Guaranty, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the Participation Agreement. The Rules of Interpretation set forth in Appendix A to the Participation Agreement shall apply to the terms used in and the interpretation of this Guaranty.

SECTION 2. GUARANTY

Section 2.1. Guaranty . Subject to the terms and conditions in this Guaranty, the Guarantor hereby unconditionally and irrevocably guarantees to the Guaranteed Parties the due, punctual and full payment (when and as the same become due and payable) (the “ Payment Obligations ”), and, as applicable, performance by the Lessee of all of the Lessee’s obligations (the “ Performance Obligations ” and, together with the Payment Obligations, individually and collectively as the context may require, the “ Obligations ”) under the Lessee Documents in the event that the Lessee fails to pay when due and payable (by acceleration or otherwise), or perform when required, pursuant to the Lessee Documents, in each case, without regard to whether such Obligation is direct or indirect, absolute or contingent, now or hereafter existing or owing, voluntary or involuntary, created or arising by contract, operation of law or otherwise or incurred or payable before or after commencement of any proceedings by or against the Lessee under any bankruptcy law. In the case of any failure by the Lessee to perform any Obligation when required pursuant to the Lessee Documents, the Guarantor agrees to cause such performance or observance to be done, and in the case of any failure by the Lessee to make a

payment as and when the same shall become due and payable (by acceleration or otherwise), the Guarantor agrees to make such payment as and when such payment is due and payable.

Section 2.2. Guaranty Absolute . This Guaranty is an absolute, unlimited and continuing guaranty of performance and payment of the Obligations in accordance with the Lessee Documents. This Guaranty is in no way conditioned upon any attempt to collect from the Lessee or upon any other event or contingency, and shall be binding upon and enforceable against the Guarantor without regard to the validity or enforceability of any Lessee Document or of any term thereof.

Section 2.3. Guaranty Not Assignable . The Guarantor shall not assign this Guaranty or any of its obligations hereunder to any Person; provided that when the Notes have been paid in full and the lien of the Indenture has been discharged, the Guarantor may assign this Guaranty to another Person with the explicit written consent of the Owner Participant, such consent not to be unreasonably withheld.

Section 2.5. Reinstatement . The obligations of the Guarantor herein shall continue to be effective or shall be reinstated, as the case may be, if at any time, payment of any amount guaranteed hereunder, or any part thereof, is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy or reorganization of the Lessee or otherwise.

Section 2.6. Guaranty Not Subject to Setoff, etc . The obligations of the Guarantor hereunder shall not be subject to any counterclaim, setoff, deduction or defense (other than payment or performance) based upon any claim or defense the Lessee may have against any Guaranteed Party or any claim or defense the Guarantor may have against the Lessee or any other Person and shall remain in full force and effect (subject to Section 2.3 ) until payment in full (or other satisfaction), performance (or other satisfaction), or transfer of this Guaranty as provided in Section 3.2 , of all of the Obligations, and such obligations shall not be released, discharged, reduced or in any way affected by, any circumstance or condition whatsoever which might constitute a legal or equitable discharge or defense including, but not limited to, (a) the modification or amendment (by operation of law or otherwise), expressly or impliedly, of any Lessee Document, or any other instrument applicable to the Lessee or to its Obligations, or any part thereof; (b) the default or failure on the part of the Lessee to perform or comply with any term of any Lessee Document; (c) any waiver, consent, extension, indulgence or other action or any action or inaction under or in respect of any Lessee Document, including this Guaranty; (d) any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or similar proceeding with respect to the Guarantor or the Lessee, or their respective properties or their creditors, or any action taken by any trustee or receiver or by any court in any such proceeding; (e) any furnishing or acceptance of additional security or any release of any security (and the Guarantor authorizes each Guaranteed Party to furnish, accept or release said security); (f) any lack of validity or unenforceability, in whole or in part, of any Lessee Document, or any term thereof; (g) any change in the time, manner or place of payment of, or any other term of, all or any of the Obligations; (h) any merger or consolidation of the Lessee into or with any other Person or any direct or indirect sale, lease or transfer of any other assets of the Lessee to any other Person; (i) any change in the ownership of any shares of capital stock of the Lessee (including any such change which results in the Guarantor no longer owning capital stock of the Lessee); (j) any assumption of the Notes by the Lessee pursuant to the terms of any Lessee

Document or otherwise; or (k) any other event or circumstance whatsoever (other than payment and performance, or other satisfaction, in full of the Obligations, or transfer of this Guaranty as provided in Section 3.2 ).

Section 2.7. Subrogation . The Guarantor will not exercise any rights which it may acquire by way of subrogation hereunder, by any payment made hereunder or otherwise, unless and until all of the Obligations have been paid in full, or performed, as the case may be, (or otherwise satisfied). If any amount shall be paid to the Guarantor on account of such subrogation rights at any time when all of the Obligations shall not have been paid in full, performed or otherwise satisfied, such amount shall be held in trust for the benefit of the Guaranteed Parties and shall forthwith be paid as provided in Section 6.1 on account of the Obligations, whether matured or unmatured, and thereafter to be applied in accordance with the terms of the Lessee Document under which such Obligation arose, when such Obligation is due and payable. If (a) the Guarantor shall make payment to any Guaranteed Party of all or any part of the Obligations and (b) all the Obligations shall be paid in full, performed, or otherwise satisfied, such Guaranteed Party will, at the Guarantor’s request and expense, execute and deliver to the Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to the Guarantor of an interest in the Obligations resulting from such payment by the Guarantor.

Section 2.8. Exercise of Rights . Each Guaranteed Party may, at its election, exercise any right or remedy it might have against the Lessee or any security held by such Guaranteed Party, including the right to foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any way the liability of the Guarantor hereunder, except to the extent the Obligations are paid or satisfied from such exercise of rights, or otherwise, and the Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement, contribution or subrogation or any other right or remedy of the Guarantor against the Lessee or any such security, whether resulting from such election by such Guaranteed Party, or otherwise.

Section 2.9. Right to Deal with the Lessee . At any time, and from time to time, without terminating, affecting or impairing the validity of this Guaranty or the obligations of the Guarantor hereunder, any Guaranteed Party may deal with the Lessee in the same manner and as fully and as if this Guaranty did not exist and shall be entitled, among other things, to grant the Lessee, without notice or demand and without affecting the Guarantor’s liability hereunder, such extension or extensions of time to perform, renew, compromise, accelerate or otherwise change the time for payment of or otherwise change the terms of payment or any part thereof contained in or arising under any Lessee Document, or to waive any Obligation of the Lessee to perform any act or acts as such Guaranteed Party may deem advisable.

SECTION 3. COVENANTS OF THE GUARANTOR

Section 3.1. Reports . The Guarantor shall deliver to the Owner Participant the following:

(a) quarterly unaudited consolidated financial statements for the Guarantor for each of the first three quarters of its fiscal year within 60 days following the end of such quarter;

(b) year-end audited consolidated financial statements for each fiscal year of the Guarantor, all reported on in conformity with GAAP, with the unqualified opinion thereon of independent public accountants of recognized national standing, together with an annual no default certificate from the Guarantor within 120 days following the end of such fiscal year; and

(c) to the extent reasonably requested, such other financial or operating information that is routinely made available to creditors of the Guarantor.

The Guarantor will deliver to the Owner Participant at the time of delivery of the financial statements referred to in clause (b) above, an Officer’s Certificate, stating whether or not, to the Actual Knowledge of the Guarantor, the Lessee is in default in the performance and observance of any of the terms, provisions and conditions of the Facility Lease, the Operating Agreement, or any other Lessee Document (without regard to any period of grace or requirement of notice provided thereunder) and, if the Lessee shall be in default, specifying all such defaults and the nature and status thereof and what action the Guarantor has taken or is taking or proposes to take with respect thereto.

Section 3.2. Merger and Consolidation . The Guarantor shall not consolidate with or merge with or into any other entity or sell, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any other entity, and will not permit any entity to consolidate with or merge into it unless:

(a) immediately prior to and immediately following such consolidation, merger, sale or lease, no Material Default or Lease Event of Default shall have occurred and be continuing that has not been waived; and

(b) the entity (including any such resulting entity that is an Affiliate of the Guarantor) resulting from such consolidation, surviving such merger or succeeding to such properties and assets (the “ Successor Guarantor ”) shall (A) be organized under the laws of the United States, any state thereof or the District of Columbia, (B) expressly assume, pursuant to an agreement reasonably acceptable to the Owner Participant (and, so long as the Notes are outstanding, the Indenture Trustee), each obligation of the Guarantor under this Guaranty and the other Lessee Documents, (C) provide the Owner Participant (and, so long as the Notes are outstanding, the Indenture Trustee) a customary officer’s certificate and a customary legal opinion addressing certain matters in connection therewith and (D) have a net worth that is not less than that of the Guarantor, determined not more than seven days prior to the closing of such consolidation, merger or asset transfer; and

Upon any such consolidation, merger, sale, conveyance, transfer, lease or other disposal in accordance with Sections 3.2(a)-(c) above, the Successor Guarantor shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Guaranty and the Participation Agreement with the same effect as if such Successor Guarantor had been named as the Guarantor and the Guarantor shall be relieved of and released from all obligations and covenants under this Guaranty.

All reasonable costs and expenses of the Transaction Parties incurred in connection with the foregoing shall be for the account of Guarantor.

Section 3.3. Existence . The Guarantor shall use its best efforts to preserve and maintain (i) its legal existence, and (ii) all of its material rights, privileges and franchises in every jurisdiction in which the character of the property owned or the nature of the business transacted by it makes licensing or qualification necessary.

Section 3.4. Compliance with Laws . The Guarantor shall comply with all Applicable Laws, including all Environmental Laws, except where such non-compliance is the subject of appropriate contest proceedings as set forth in Section 7 or Section 8 of the Facility Lease or would not reasonably be expected to have a Material Adverse Effect.

Section 3.5. Taxes . The Guarantor shall file, or cause to be filed, all material Tax and information returns that are required to have been filed in any jurisdiction and pay when due all Taxes that are shown to be due and payable on such returns or pursuant to a final assessment received by the Guarantor, other than Taxes and assessments which are being diligently contested in good faith by the Guarantor and with respect to which adequate reserves have to the extent required by GAAP been set aside.

Section 3.6. Operation and Maintenance . The Guarantor will not take any actions intended to prevent the Lessee from maintaining and operating the Facility in accordance with its obligations under the Facility Lease.

SECTION 4. REPRESENTATIONS AND WARRANTIES

The Guarantor represents and warrants to the Guaranteed Parties that:

Section 4.1. Organization; Power and Authority . The Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Ohio. The Guarantor is duly qualified to do business in each other jurisdiction where the nature of its business requires such qualification other than any such jurisdiction where the failure to be so qualified would not result in a Material Adverse Effect. The Guarantor has all requisite power and authority to own its assets, conduct its business and execute, deliver and perform its obligations under this Agreement and the other Lessee Documents.

Section 4.2. Authorization . The execution, delivery and performance by the Guarantor of this Guaranty and each other Lessee Document to which it is a party have been duly authorized by all necessary corporate action on the part of the Guarantor, and, when executed and delivered, this Guaranty and each such other Lessee Document will constitute the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, arrangement, moratorium or other Applicable Laws relating to or affecting the rights of creditors generally and (b) general principles of equity.

Section 4.3. Non-Contravention . The execution, delivery and performance of this Guaranty and each other Lessee Document to which it is a party do not and will not (a) contravene any Applicable Law binding on the Guarantor or its property, (b) require any action, consent or

approval by any trustee or holder of indebtedness of the Guarantor or other Person (other than those obtained prior to or on the Closing Date) or (c) constitute a violation of or a default under any indenture, mortgage or other material contract, instrument or agreement to which the Guarantor is a party or by which any of its property is bound, which in any case, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect.

Section 4.4. Governmental Approvals . All Permits which are required to be obtained (as of the date this representation is made or deemed to be made) in connection with the Guarantor’s execution and delivery of, or performance of its obligations under, this Guaranty and the other Lessee Documents to which it is a party have been obtained, were validly issued and are in full force and effect on the date hereof. No such Permit is the subject of any pending or threatened judicial or administrative proceeding, which judicial review or proceeding could have a Material Adverse Effect. The Guarantor is in compliance with all Permits required to be obtained by it as of the date this representation is made or deemed to be made. The Guarantor does not have any reason to believe that it will be unable to obtain the Governmental Approvals that are not required to be obtained prior to the date this representation is made or deemed to be made, which Governmental Approvals are set forth on Part II of Schedule 4.5 , in the ordinary course of business and at such time or times as may be necessary to avoid any substantial delay in, or material impairment to, the performance of the transactions as contemplated by the Lessee Documents and the Operating Agreement.

Section 4.5. Litigation . There are no actions, suits, investigations or proceedings at law or in equity by or before any Governmental Entity pending against the Guarantor or, to its Actual Knowledge, threatened against the Guarantor, or any property or other assets or rights of the Guarantor or with respect to this Agreement or any other Lessee Document to which it is a party which (i) questions the validity of this Agreement or such Lessee Documents or the ability of the Guarantor to perform its obligations under this Agreement or such Lessee Documents or (ii) if determined adversely to it, could reasonably be expected to materially adversely affect the ability of the Guarantor to perform its obligations under this Agreement or such Lessee Documents.

SECTION 5. GUARANTEED PARTIES

Each of the Lessor and the Owner Participant and, so long as the Trustee’s Liens have not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee, and in respect of any amount or amounts payable by the Lessee pursuant to Section 9 of the Participation Agreement or the Tax Indemnity Agreement, any Indemnified Party and any Tax Indemnitee, in each case, together with their respective successors and permitted assigns, are each Guaranteed Parties under this Guaranty (each, a “ Guaranteed Party ” or, together, the “ Guaranteed Parties ”).

SECTION 6. MISCELLANEOUS

Section 6.1. Payments . Each payment by the Guarantor under this Guaranty shall be made in immediately available funds, without setoff or counterclaim; provided that, no such payment shall be deemed a waiver of any rights the Guarantor may have against any Guaranteed Party or the Lessee.

Section 6.2. Parties . This Guaranty shall inure to the benefit of, and shall be enforceable by, each of the Guaranteed Parties, and shall be binding upon the Guarantor and its successors and assigns.

Section 6.3. Notices . All communications and notices hereunder shall be made in accordance with the provisions of Section 14.5 of the Participation Agreement, which are hereby incorporated herein by reference. The initial address of the Guarantor is as follows:

FirstEnergy Solutions Corp.
76 South Main Street
Akron, OH 44308
Attention: Associate General Counsel
Facsimile: (330) 384-3875
Telephone: (330) 384-5802

Section 6.4. Survival of Representations, Warranties, etc . All representations, warranties, covenants and agreements made herein and in statements or certificates delivered pursuant hereto shall survive any investigation or inspection made by or on behalf of the Guaranteed Parties and shall continue in full force and effect, notwithstanding any termination or unenforceability of any Lessee Document, until all of the Obligations have been paid in full and performed in full. Upon payment and performance in full of all Obligations, this Guaranty shall terminate and, except as set forth in Sections 2.3 and 6.6 , the representations, warranties, covenants and agreements made by the Guarantor shall not survive the termination of this Guaranty.

Section 6.5. Governing Law . This Guaranty has been delivered in the State of New York and shall be in all respects governed by, and construed in accordance with, the laws of the State of New York, including all matters of construction, validity and performance.

Section 6.6. Consent to Jurisdiction; Waiver of Trial by Jury :

(a) The Guarantor (i) hereby irrevocably submits to the nonexclusive jurisdiction of the Supreme Court of the State of New York, New York County (without prejudice to the right of any party to remove to the United States District Court for the Southern District of New York) and to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York for the purposes of any suit, action or other proceeding arising out of this Guaranty or the subject matter hereof brought by any Guaranteed Party; (ii) hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined in such New York State court, or in such federal court; and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that such party is not personally subject to the jurisdiction of the above-named courts, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Guaranty or the subject matter hereof may not be enforced in or by such court.

(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY WAIVES THE RIGHT TO DEMAND A TRIAL BY JURY IN ANY SUCH SUIT,

ACTION OR OTHER PROCEEDING ARISING OUT OF THIS GUARANTY OR THE SUBJECT MATTER THEREOF BROUGHT BY ANY GUARANTEED PARTY.

Section 6.7. Severability; Amendments and Waivers . If any provision of this Guaranty or any application hereof shall be invalid or unenforceable under Applicable Law, the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired thereby. No term, covenant, agreement or condition of this Guaranty may be terminated or amended, or compliance therewith waived, except by an instrument or instruments in writing executed by the Guarantor and consented to by the Lessor, the Owner Participant and, so long as the Trustee’s Liens have not been terminated or discharged, the Indenture Trustee and the Pass Through Trustee.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be executed and delivered as of the day and year first above written.

	FIRSTENERGY SOLUTIONS CORP.

	By:	/s/ James F. Pearson
	Name: James F. Pearson
	Title: Vice President and Treasurer

EXHIBIT 10-10

EXECUTION COPY

SUPPORT AGREEMENT

Dated as of July 1, 2007

between

MANSFIELD 2007 TRUST A,
as Lessor

and

FIRSTENERGY GENERATION CORP.,
as Lessee

_______________________________________________

SALE AND LEASEBACK OF A 16.8885% UNDIVIDED INTEREST IN
BRUCE MANSFIELD PLANT UNIT 1

_______________________________________________

THE RIGHTS OF LESSOR UNDER THIS SUPPORT AGREEMENT HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A LIEN AND SECURITY INTEREST IN FAVOR OF THE BANK OF NEW YORK TRUST COMPANY, N.A., AS INDENTURE TRUSTEE UNDER THE INDENTURE, DATED AS OF JULY 1, 2007.

TABLE OF CONTENTS

Page

SECTION 1.		DEFINITIONS	1
SECTION 2.		OPERATING AGREEMENT	2
	Section 2.1.	Assignment to Lessor.	2
	Section 2.2.	Reassignment to Lessee.	2
	Section 2.3.	Assumption by Lessor.	2
	Section 2.4.	Release of Lessor.	2
	Section 2.5.	No Release of Lessee.	2
	Section 2.6.	Lessee to Act as Participant.	2
	Section 2.7.	Rights as Participant.	3
	Section 2.8.	Interpretation of Operating Agreement.	3
	Section 2.9.	Right of First Offer.	3
	Section 2.10.	No Obligation to Dismantle or Remove.	4
	Section 2.11.	Termination of Assignment.	4
	Section 2.12.	Consent Decree.	4
SECTION 3.		ACTIONS UNDER OPERATING AGREEMENT	4
	Section 3.1.	Actions under Operating Agreement.	4
	Section 3.2.	Consultation.	5
SECTION 4.		TRANSMISSION FACILITIES	5
	Section 4.1.	Transmission Facilities.	5
SECTION 5.		ANCILLARY FACILITIES	5
	Section 5.1.	Ancillary Facilities.	5
	Section 5.2.	Compensation.	6
	Section 5.3.	Assets are Unique.	6
SECTION 6.		OTHER RIGHTS	6
	Section 6.1.	Access to Materials and Services Other than Ancillary Facilities	6
	Section 6.2.	Compensation.	6
	Section 6.3.	Assignment of Warranties.	6
SECTION 7.		WAIVER OF RIGHT TO PARTITION	7
SECTION 8.		MISCELLANEOUS	7
	Section 8.1.	Amendments and Waivers.	7
	Section 8.2.	Notices.	7
	Section 8.3.	Successors and Assigns.	8
	Section 8.4.	Governing Law.	8
	Section 8.5.	Severability.	9
	Section 8.6.	Counterparts.	9
	Section 8.7.	Headings and Table of Contents.	9
	Section 8.8.	Further Assurances.	9
	Section 8.9.	Entire Agreement.	9
	Section 8.10.	Limitation of Liability.	9

SCHEDULE 1		Ancillary Facilities Rent

EXHIBITS:
	Exhibit A	Description of the Ancillary Facilities
	Exhibit B	Form of Ancillary Facilities Lease

SUPPORT AGREEMENT

This SUPPORT AGREEMENT, (this “ Support Agreement ”) dated as of July 1, 2007 between Mansfield 2007 Trust A, (“ Lessor ”), a Delaware statutory trust, and FIRSTENERGY GENERATION CORP. (“ Lessee ”), an Ohio corporation.

WITNESSETH:

WHEREAS, Concurrently herewith, Lessee will sell, and Lessor will purchase, the Undivided Interest (such term and all other terms used herein without definition having the respective definitions to which reference is made in Article I below);

WHEREAS, Lessor and Lessee will enter into the Site Lease relating to the Facility Site;

WHEREAS, the Undivided Interest is subject to the terms and conditions of the Operating Agreement;

WHEREAS, Lessee is a party to the Operating Agreement;

WHEREAS, Lessor wishes to acquire, and Lessee is willing to grant, certain rights with respect to the Operating Agreement;

WHEREAS, Lessor wishes to acquire, and Lessee is willing to grant, certain additional rights (referred to herein and in the other Operative Documents as the “Ancillary Rights”) to enable Lessor and its successors and assigns to realize the benefits of the Undivided Interest in a commercially reasonable manner from the end of the Facility Lease Term to the Site Lease Termination Date;

NOW, THEREFORE, in consideration of the premises and of other good and valuable consideration, receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

Capitalized terms used in this Support Agreement, including the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the Participation Agreement, dated as of June 26, 2007 (the “ Participation Agreement ”), among the Lessee, FirstEnergy Solutions Corp., as Guarantor, the Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Indenture Trustee, and The Bank of New York Trust Company, N.A., not in its individual capacity, except as expressly provided therein, but solely as Pass Through Trustee. The Rules of Interpretation set forth in Appendix A to the Participation Agreement shall apply to the terms used in and the interpretation of this Support Agreement.

SECTION 2. OPERATING AGREEMENT

Section 2.1. Assignment to Lessor . Lessee hereby assigns to Lessor, for a term commencing on the date hereof and expiring on the Site Lease Termination Date, all of its right, title and interest in, to and under the Operating Agreement, to the extent the same derive from or otherwise relate to Lessee’s ownership of the Undivided Interest, the Facility Site and the Ancillary Facilities.

Section 2.2. Reassignment to Lessee . Lessor hereby reassigns, subject to the Indenture for so long as the Notes are outstanding, to Lessee, for a term commencing on the date hereof and terminating upon the termination (for whatever reason) of the Facility Lease (the “ Facility Lease Termination Date ”) all right, title and interest of Lessor under the Operating Agreement assigned to Lessor pursuant to Section 2.1 hereof, but subject, however, to the terms and conditions of this Support Agreement.

Section 2.3. Assumption by Lessor . Except as provided in Section 2.4 hereof, Lessor agrees that, effective on the Facility Lease Termination Date and until the Site Lease Termination Date, Lessor shall assume and agree to fully perform and discharge all obligations of Lessee under the Operating Agreement in relation to the Undivided Interest, the Facility Site and the Ancillary Facilities, other than any such obligations (a) arising prior to the Facility Lease Termination Date or subsequent to the Site Lease Termination Date, (b) in respect of dismantling and the permanent removal from service of the Facility, which obligations shall be the obligations of Lessee or (c) in respect of Claims or Taxes for which the Lessor is indemnified under Section 9 of the Participation Agreement.

Section 2.4. Release of Lessor . In the event Lessor transfers all of its rights and obligations under the Operating Agreement to a “Transferee” (as that term is used in the Operating Agreement) pursuant to a valid assumption agreement (whether on the Facility Lease Termination Date or thereafter), Lessor shall therewith and thereupon be released and discharged from its obligations under Section 2.3 hereof, if any, arising on or after the date of such assumption agreement.

Section 2.5. No Release of Lessee . Notwithstanding the provisions of Section 2.3 or 2.4 or any other provision hereof or of any other Operative Document, and except to the extent provided in this Section 2.5 , Lessee shall not be released from any liability or obligation under the Operating Agreement, and Lessee shall remain liable for the payment and performance of its proportionate share of all such liabilities and obligations as such are derived from its Use of the Facility and the Facility Site prior to the Facility Lease Termination Date, including, but not limited to, any and all liabilities and obligations not assumed by Lessor, or a Transferee pursuant to Section 2.3 or 2.4 hereof. To the extent that the obligations of Lessee under the Operating Agreement have been assumed by Lessor, or a Transferee, Lessee shall be released from the obligations under the Operating Agreement so assumed and agreed to by Lessor or the Transferee.

Section 2.6. Lessee to Act as Participant . Lessee will, at all times during the Facility Lease Term, perform all obligations and discharge all liabilities for which it is responsible as a “ Participant ” (as that term is used in the Operating Agreement) in respect of the Undivided

Interest as set forth in the Operating Agreement, subject to the terms and conditions of this Support Agreement.

Section 2.7. Rights as Participant . Lessor shall, on the Facility Lease Termination Date (unless such date shall also be the Site Lease Termination Date), and any Person to which Lessor shall sell or lease the Undivided Interest shall, on the date of such sale or lease (provided that the provisions of Section 25(c) of the Operating Agreement have been complied with in connection with such sale or lease), be and become a Participant (with power to bind) for all purposes of the Operating Agreement, to the extent of the Undivided Interest (whether owned or leased), in all dealings with the other Participants in relation to the Undivided Interest and the rights assigned to Lessor pursuant to this Agreement.

Section 2.8. Interpretation of Operating Agreement . Lessee and the other Participants signatory hereto acknowledge and agree with Lessor that none of the following actions may, under the terms of the Operating Agreement, be taken without the consent of and each Participant affected thereby:

(i) amendment to or modification of the Operating Agreement;

(ii) reduction of the “generation entitlement share” of any Participant; or

(iii) increase in any Participant’s proportionate share of liabilities, obligations or costs.

Section 2.9. Right of First Offer . (a) Lessee and each of the other Participants hereby acknowledge and agree that the provisions of Section 25(c) of the Operating Agreement shall not be applicable to (i) the conveyance on the Closing Date by Lessee to Lessor of the Undivided Interest, (ii) the lease by Lessor to Lessee of the Undivided Interest, (iii) the mortgage by Lessor to the Indenture Trustee of the Undivided Interest and the Ground Interest and the assignment of other rights in the Operative Documents and the Operating Agreement or the exercise of any rights and remedies under the Facility Lease, the Operating Agreement, the Indenture or any other Operative Document, (iv) any transfer by the Owner Participant of a beneficial interest in Lessor, (v) any subsequent purchase by Lessee of the Undivided Interest, or (vi) any sale, assignment or lease of the Undivided Interest and the Ground Interest to an Affiliate of Lessor, the Owner Participant or any successor or assign of either subsequent to the Facility Lease Termination Date.

(b) Lessor hereby acknowledges and agrees that the provisions of Section 25(c) of the Operating Agreement shall be applicable to any sale or lease by it of the Undivided Interest, on or subsequent to the Facility Lease Termination Date, to any Person other than Lessee, an Affiliate of Lessor, the Owner Participant or any successor or assign of either.

(c) Each of the parties hereto acknowledges and agrees that any offer made to the “Eligible Participants” for the sale or lease of the Undivided Interest pursuant to Section 25(c) of the Operating Agreement shall not be accepted for less than all of the interest so offered.

Section 2.10. No Obligation to Dismantle or Remove . Without limiting the Lessee’s obligations under the other Operative Documents or the Operating Agreement, the Lessee shall not be obligated to dismantle or remove the Undivided Interest or any portion thereof from the Ground Interest pursuant to the terms of the Site Lease.

Section 2.11. Termination of Assignment . On the Site Lease Termination Date, the assignment provided in Section 2.1 shall terminate; the rights and interests so assigned shall be vested in Lessee; and any obligations assumed by Lessor pursuant to Section 2.3 shall be assumed by Lessee, all without further action by the parties hereto.

Section 2.12. Consent Decree . For so long as (a) it is the Operator under the Operating Agreement, (b) it, or its Affiliate, controls the day-to-day operation and maintenance of the Generating Station or the Facility or (c) any obligations binding on the Lessee relating to both (i) the Generating Station or the Facility and (ii) any other generating facility operated or controlled by the Lessee, or its Affiliate, are still in force or effect under the Consent Decree, the Lessee shall comply with and perform all corrective or other actions under the Consent Decree and any other administrative or judicial orders or decrees by, with or of any Governmental Entity in a manner that is not materially adverse to the Generating Station, the Facility, the Facility Site, the Ancillary Facilities, or any portion or component thereof or interest therein (including the Undivided Interest).

SECTION 3. ACTIONS UNDER OPERATING AGREEMENT

Section 3.1. Actions under Operating Agreement . Lessee covenants and agrees with Lessor:

(a) to maintain in full force and effect the Operating Agreement;

(b) to cause the “Units” (as that term is defined in the Operating Agreement) and the Ancillary Facilities to be operated in accordance with the terms of the Operating Agreement;

(c) to perform all of its duties and obligations set forth in the Operating Agreement, and to exercise all of its rights thereunder to cause the Operator to perform its duties and obligations;

(d) not to take any action or, except as otherwise required by the terms of the Operating Agreement, permit any action to be taken under the Operating Agreement (including without limitation any amendments or modifications thereof) without the prior written consent of Lessor, that would (i) discriminate, with respect to the Undivided Interest or the Ground Interest, between periods prior to the Facility Lease Termination Date and periods thereafter, (ii) result in significant liabilities accruing to Lessor or any successor or assign during periods after the Facility Lease Termination Date or (iii) adversely affect the rights of Lessor or any successor or assign under any Operative Document; and

(e) without limiting the generality of the foregoing, not to consent to or permit any amendment to or modification of the Operating Agreement that would have the effect of (i)

reducing the “generation entitlement share” of Lessee thereunder, (ii) increasing Lessee’s proportionate share of liabilities, obligations or expenses thereunder or (iii) changing the provisions of Section 25 of the Operating Agreement.

Section 3.2. Consultation . In furtherance of the agreements set forth in Section 3.1 and without limiting the generality thereof, Lessee hereby agrees that, to the extent any decision or determination to authorize additions, replacements or retirements in respect of any or all of the Generating Station which would result in material adverse changes in capability, useful life, basic methods of operation or similar matters is proposed to be made which would affect the operation of the Generating Station prior to such time as Lessor, the Owner Participant or either of their successors or assigns shall become a Participant under the Operating Agreement, Lessor (or any successor or assign thereof) shall be given prior notice of any meeting at which any such decision or determination is to be made or considered and an opportunity to discuss the same with Lessee. Lessee agrees to give good faith consideration of the recommendations of Lessor or such successor or assign, and to the extent it is possible under the Operating Agreement, to follow such recommendations.

SECTION 4. TRANSMISSION FACILITIES

Section 4.1. Transmission Facilities . Lessee shall make available to Lessor for transmission of its “generation entitlement share” from the Generating Station for the purpose of transmitting Lessor’s “generation entitlement share” to any public utility company or other entity, such transmission facilities which are owned by Lessee or to which it has access, and shall use its best efforts to obtain any consent or agreement of other parties required in connection therewith. Subject to any necessary Governmental Action and notice to and approval of MISO, the compensation payable by Lessor for the use of such other facilities shall, in the case of facilities owned by Lessee, be equal to the fair market value thereof and, in the case of facilities to which it has access, be equal to the charges that would then be payable by Lessee for such use.

SECTION 5. ANCILLARY FACILITIES

Section 5.1. Ancillary Facilities . Lessee will during the period from the Facility Lease Termination Date or, if later, the date any repair or restoration of the Facility in accordance with Section 10 of the Facility Lease is completed and the Undivided Interest is returned in accordance with the provisions of Section 5 of the Facility Lease (the later of such dates, the “ AF Start Date ”) through the end of the Initial Term of the Site Lease, subject to any necessary Governmental Action and Applicable Law, lease to Lessor, to the full extent such would be available to Lessee (but only to such extent), a 16.8885% undivided leasehold interest in the Common Facilities and a 16.8885% undivided leasehold interest in the Shared Facilities pursuant to the Ancillary Facilities Lease in the form attached hereto as Exhibit B . The Lessor will have the right to renew the Ancillary Facilities Lease upon any renewal of the Site Lease Term for an equal and coterminous term.

Section 5.2. Compensation . For the lease of the interest in the Ancillary Facilities provided pursuant to Section 5.1 , Lessor will be required to pay to Lessee annual rent (a) for each year during the Initial Term of the Site Lease including and following the AF Start Date, equal to Lessor’s Percentage of the amount specified in Schedule 1 hereto determined by reference to the AL Start Date and (b) for each year following the Initial Term of the Site Lease, an amount equal to Lessor’s Percentage of $2 million, in each case in semi-annual installments payable in arrears on each June 1 and December 1 during the term of the Site Lease, provided that any rent for a semi-annual period that does not begin or end on a payment date shall be prorated based on the number of days remaining divided by the total number of days in that period.

Section 5.3. Assets are Unique . Lessee agrees that a breach of any of the covenants contained in Section 5.1 or Article VI of the Ancillary Facilities Lease will cause irreparable injury to the Lessor; that Lessor has no adequate remedy at law in respect of such breach; and, as a consequence, that each and every covenant contained in Section 5.1 and Article VI of the Ancillary Facilities Lease shall be specifically enforceable against Lessee. Lessee hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that no breach has occurred or is continuing.

SECTION 6. OTHER RIGHTS

Section 6.1. Access to Materials and Services Other than Ancillary Facilities . Lessee covenants and agrees that, during the period from the Facility Lease Termination Date to the Site Lease Termination Date, it will make available to Lessor, access to materials and rights other than the Ancillary Facilities, that are necessary or commercially advisable for the use, repair, maintenance, modification, removal from service and dismantlement of the Facility and the Ancillary Facilities, to the extent the same derive from or otherwise relate to the Undivided Interest, including without limitation: (i) sufficient amounts of fuel and water for the operation and maintenance of the Undivided Interest, (ii) sufficient waste disposal facilities to dispose of all waste material from the Undivided Interest, including access to such facilities included in the Ancillary Facilities, and (iii) such other property, materials, supplies, intellectual property, ancillary rights and services as may be required from time to time to realize the benefits of the Undivided Interest in a commercially reasonable manner from the Facility Lease Termination Date to the Site Lease Termination Date, including, without limitation, rights and services related to transmission, limestone, sulfur dioxide treatment, coal storage, ash handling and access to docks, rail and all Generating Station areas.

Section 6.2. Compensation . Lessor shall pay to Lessee, for any materials and services provided pursuant to Section 6.1, the amounts that Lessee pays, or would pay, for such materials and services under contracts or arrangements then in effect or available to either of them.

Section 6.3. Assignment of Warranties . Subject to the rights and obligations of the operating agent under the Operating Agreement, Lessee hereby assigns, to the extent of the Undivided Interest, to the maximum extent permitted thereby, all of Lessee’s rights under any and all warranties of and claims against dealers, manufacturers, vendors, contractors and subcontractors relating to any or all of the Facility and the Ancillary Facilities. Lessor hereby

reassigns, subject to the Indenture, to Lessee, jointly and severally, the rights assigned under this Section 6.3 until the end of the Facility Lease Term.

SECTION 7. WAIVER OF RIGHT TO PARTITION

Each of the parties hereto agrees that, during and throughout the Site Lease Term: (a) it shall not take any action (including, without limitation, commencing or maintaining any proceeding in any court) for the purpose of or which might result in partition or sale for division of the proceeds, in whole or in part, of the Facility, the Facility Site, the Ancillary Facilities or any Modifications, improvements or additions made or to be made in connection with the construction, operation, maintenance and repair of the Facility or the Ancillary Facilities and (b) it hereby waives and releases all rights which it may have to take any such action in respect of any of said property, whether now existing or hereafter accruing, and in the event any such right shall hereafter accrue, it shall from time to time, upon the written request of any party hereto or any other Person, execute and deliver such further instruments as may be necessary or appropriate to confirm the foregoing waiver and release. This waiver and release shall be effective to bind any successor or assign of each party hereto.

SECTION 8. MISCELLANEOUS

Section 8.1. Amendments and Waivers . No term, covenant, agreement or condition of this Support Agreement may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto.

Section 8.2. Notices . Unless otherwise expressly specified or permitted by the terms hereof, all communications and notices provided for herein to a party hereto shall be in writing or by a telecommunications device capable of creating a written record, and any such notice shall become effective (a) upon personal delivery thereof, including, without limitation, by overnight mail or courier service, (b) in the case of notice by United States mail, certified or registered, postage prepaid, return receipt requested, upon receipt thereof, or (c) in the case of notice by such a telecommunications device, upon transmission thereof; provided such transmission is promptly confirmed by either of the methods set forth in clauses (a) and (b) above, in each case addressed to such party and copy party at its address set forth below or at such other address as such party or copy party may from time to time designate by written notice to the other party:

	If to Lessor:

	MANSFIELD 2007 TRUST A
	c/o U.S. Bank Trust National Association
	300 Delaware Avenue, 9th floor
	Wilmington, DE 19801
	Attention: Corporate Trust Services
	Facsimile: (302) 576-3717

	with a copy to the Owner Participant:

	Hillbrook Corp.
	50 Danbury Rd.
	Suite 100
	Wilton, CT 06897
	Attention: Chief Financial Officer
	Copy to: General Counsel
	Facsimile: (203) 222-4780

	and to the Indenture Trustee:

	The Bank of New York Trust Company, N.A.
	1660 West 2nd Street, Suite 830
	Cleveland, OH 44113
	Attention: Corporate Trust Department Facsimile: (216) 621-1441

	If to Lessee:

	FirstEnergy Generation Corp. 76 South Main St. Akron, Ohio 44308 Attention: Vice President and Treasurer
	Attention: Associate General Counsel
	Facsimile: (330) 384-3875

A copy of all notices provided for herein shall be sent by the party giving such notice to each of the other parties hereto.

Section 8.3. Successors and Assigns . Except as expressly provided herein or in the other Operative Documents (including Section 13.1 of the Participation Agreement), prior to the Facility Lease Termination Date neither party hereto may assign its interests or transfer its obligations herein without the consent of the other party hereto. At all times after the expiration or termination, for any reason whatsoever, of the Facility Lease, but during which period the Site Lease remains in effect, Site Lessee may, subject to the terms and conditions of the other Operative Documents and the Operating Agreement and any limitations contained therein, transfer or assign its rights and obligations under this Support Agreement to any Person. In the case of any such transfer of its rights and obligations under this Support Agreement, Lessor shall be relieved of its obligations under this Support Agreement so long as the transferee or assignee assumes and agrees to perform all obligations and liabilities of Lessor hereunder.

Section 8.4. Governing Law . This Support Agreement was negotiated in the State of New York which Lessor and Lessee agree has a substantial relationship to the parties and to the underlying transaction embodied hereby, and, in accordance with § 5-1401 of the New York General Obligations Law, in all respects, including matters of construction, validity and

performance, this Support Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and performed in such State and any Applicable Law of the United States of America. The law of the State of New York shall govern the validity and the enforceability of the representations, warranties, covenants and obligations of Lessee and Lessor under this Support Agreement and all other Operative Documents and all of the indebtedness arising hereunder or thereunder. To the fullest extent permitted by law, Lessee and Lessor hereby unconditionally and irrevocably waive any claim to assert that the law of any other jurisdiction governs this Support Agreement, except as expressly otherwise provided above.

Section 8.5. Severability . Any provision of this Support Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 8.6. Counterparts . This Support Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 8.7. Headings and Table of Contents . The headings of the Sections of this Support Agreement and the Table of Contents are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions hereof.

Section 8.8. Further Assurances . Each party hereto will promptly and duly execute and deliver such further documents and assurances for and take such further action reasonably requested by the other party, all as may be reasonably necessary to carry out more effectively the intent and purpose of this Support Agreement.

Section 8.9. Entire Agreement . This Support Agreement, together with the other applicable Operative Documents, constitutes the entire agreement of the parties hereto and thereto with respect to the subject matter hereof and thereof and supersedes all oral and all prior written agreements and understandings with respect to such subject matter.

Section 8.10. Limitation of Liability . It is expressly understood and agreed by the parties hereto that (a) this Support Agreement is executed and delivered by a duly authorized and empowered representative of the Trust Company, not individually or personally but solely as the Owner Trustee of and on behalf of the Lessor under the Trust Agreement, in the exercise of the powers and authority conferred and vested in it pursuant thereto, (b) each of the representations, undertakings and agreements herein made on the part of the Lessor is made and intended not as personal representation, undertaking and agreement by the Trust Company but for the purpose of binding only the Lessor, (c) nothing herein contained shall be construed as creating any liability on the Trust Company individually or personally, to perform any covenant either expressed or implied herein, all such liability, if any, being expressly waived by the parties hereto or by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall the

Trust Company be personally liable for the payment of any indebtedness or expenses of the Lessor or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Lessor under this Support Agreement. Notwithstanding the foregoing, the Trust Company, in its capacity as the Owner Trustee of the Lessor, is an intended beneficiary of this Support Agreement.

IN WITNESS WHEREOF, the undersigned have duly executed this Support Agreement effective as of July 1, 2007.

	MANSFIELD 2007 TRUST A

	By: U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee


	By: /s/ Mildred F. Smith
	Name: Mildred F. Smith
	Title: Vice President


	FIRSTENERGY GENERATION CORP.


	By: /s/ James F. Pearson
	Name: James F. Pearson
	Title: Vice President and Treasurer

EXHIBIT A
to the
Support Agreement

DESCRIPTION OF THE ANCILLARY FACILITIES

All equipment, improvements, fixtures and other tangible property installed in, located at, or used in connection with, Unit 1 at the Bruce Mansfield Generating Plant, a three-unit coal-fired electric generating facility located on the south shore of the Ohio River in the Borough of Shippingport, Beaver County, Pennsylvania (which equipment, improvements, fixtures and other tangible property may be included in such Generating Plant or installed for use by, or in connection with the operation of Unit 1 at the Generating Plant) including, without limitation, the following:

Common :

	a)	One concrete chimney 950 feet high,

	b)	Turbine, boiler, and AQCS building structures with associated entrances, exits, facilities and related fixtures,

	c)	Building heat system,

	d)	CO ₂ fire protection system,

	e)	Misc. sump pumps and associated piping, etc.,

	f)	Turbine oil purification system,

	g)	Emergency diesel generator,

	h)	Demineralized water storage tanks, and polishing demineralizer regeneration system,

	i)	Pumphouse 1 and 2,

	j)	Flocculant treatment building and system,

	k)	Dewatering bins,

	l)	Hydraulic accumulator building (Hydraulic Equipment for hydrobins),

	m)	Chlorination system for cooling towers,

	n)	SCR ammonia control station.

	Shared :

	a)	Two General Electric outdoor, 50/66.5/83.4 MVA (55-C Rise)/93.4 MIVA (65-C Rise) cranking transformer, together with associated windings, differentials, ducts, piping, cables, wiring and conduits.

	b)	Three auxiliary oil fired boilers, type 35-A-15, together with associated piping, pumps, cables, wiring and conduits.

	c)	The Little Blue Run (LBR) residual waste facility together will all associated piping, valves, conduits, pumps and property.

	d)	The Forced Oxidation Gypsum (FOG) facilities, to include both FOG I and FOG II, together will all associated buildings, pumps, dryers, conveyors, tanks, piping, valves, conduits, controls and instrumentation.

	e)	Water Storage Facilities including, without limitation, storage, demineralizing and retention tanks and associated pumps, filters, exchangers, polishing equipment, chemical feedwater equipment, regenerating equipment, piping, sumps, wiring, cables and conduits.

	f)	Common sodium bi-sulfate (SBS) facilities together with associated unloading equipment, storage tanks, pumps, valves, piping, conduit, mix tanks, agitators, controls and instrumentation.

	g)	Sootblowing air supply system including compressors, coolers, pumps, valves, fans, motors, dryers, controls and instrumentation.

	h)	Coal handling facilities including coal barge docks, coal barge unloader, rail car unloader facility, coal transfer house, coal truck unloading facilities and all associated shared equipment, belts, conveyors, trippers, crushers, track, mobile equipment, boats, and associated controls and instrumentation.

	i)	Ammonia unloading station with all associated tanks, piping and valves.

	j)	Fire protection systems including all associated pumps, valves, piping controls and instrumentation.

	k)	Chlorine building,

	l)	Water treatment building,

	m)	Maintenance building,

	n)	Mobile equipment building,

	o)	Security building,

	p)	Screen house,

	q)	Office building,

	r)	North and south pond electric house,

	s)	North pond pumphouse,

	t)	Welding gas storage facilities,

	u)	Hydrogen storage facilities,

	v)	Main oil separator,

	w)	Yard coal handling equipment,

	x)	Coal barge unloader,

	y)	Fuel oil unloading dock,

	z)	Lime handling dock,

	aa)	Yard lime handling equipment,

	bb)	Flush water tanks,

	cc)	Calcilox silos,

	dd)	Calcilox mix tank,

	ee)	Calcilox pump houses,

	ff)	Calcilox unloading facility,

	gg)	Sump 1,

	hh)	Pipe racks,

	ii)	Recycle ponds,

	jj)	Fuel oil pumphouses,

	kk)	Fuel truck unloading facilities,

	ll)	Fuel oil storage tanks,

	mm)	Waste water treatment equipment,

	nn)	Auxiliary boiler day tanks,

	oo)	Main metering pit,

	pp)	Strainer house,

	qq)	Raw water system with pumps, valves piping etc.,

	rr)	Potable water system,

	ss)	Nitrogen blanket system,

	tt)	Chemical clean system,

	uu)	AQCS compressed air system,

	vv)	Lime slurry system,

	ww)	345kV Substation Equipment – Includes the following equipment:

	a.	345kv North and South Buses,

	b.	All disconnects except for D29, D31, D33, and D35,

	c.	All Motor Operated Air Breaks except MOAB D32,

	d.	All Breakers except for B30 and B34,

	e.	Control House,

	f.	Diesel Generator,

	g.	Substation 4160V/480V Station Power Transformer.

together with all related fixtures and equipment and other items of personal property used in connection therewith and including all “Common Facilities” in respect of Unit 1 and “Shared Facilities” as such terms are used in the Operating Agreement, but in all cases excluding the assets comprising the Facility.

SCHEDULE 1

AL Start Date	Ancillary Facilities Rent
07/10/07 to 07/09/08	$ 9,046,641.51
07/10/08 to 07/09/09	$ 9,042,722.13
07/10/09 to 07/09/10	$ 9,032,396.88
07/10/10 to 07/09/11	$ 9,013,311.17
07/10/11 to 07/09/12	$ 8,988,008.52
07/10/12 to 07/09/13	$ 8,955,047.34
07/10/13 to 07/09/14	$ 8,914,237.71
07/10/14 to 07/09/15	$ 8,859,796.97
07/10/15 to 07/09/16	$ 8,802,285.00
07/10/16 to 07/09/17	$ 8,736,866.48
07/10/17 to 07/09/18	$ 8,655,214.13
07/10/18 to 07/09/19	$ 8,573,901.06
07/10/19 to 07/09/20	$ 8,485,197.86
07/10/20 to 07/09/21	$ 8,389,287.15
07/10/21 to 07/09/22	$ 8,275,863.81
07/10/22 to 07/09/23	$ 8,166,043.37
07/10/23 to 07/09/24	$ 8,049,221.76
07/10/24 to 07/09/25	$ 7,925,416.21
07/10/25 to 07/09/26	$ 7,782,320.54
07/10/26 to 07/09/27	$ 7,645,997.08
07/10/27 to 07/09/28	$ 7,504,049.34
07/10/28 to 07/09/29	$ 7,343,598.60
07/10/29 to 07/09/30	$ 7,194,223.50
07/10/30 to 07/09/31	$ 7,041,702.83
07/10/31 to 07/09/32	$ 6,886,716.57
07/10/32 to 07/09/33	$ 6,717,930.85
07/10/33 to 07/09/34	$ 6,563,721.95
07/10/34 to 07/09/35	$ 6,409,364.28
07/10/35 to 07/09/36	$ 6,255,258.64
07/10/36 to 07/09/37	$ 6,093,593.30
07/10/37 to 07/09/38	$ 5,946,593.42
07/10/38 to 07/09/39	$ 5,801,167.19
07/10/39 to 07/09/40	$ 5,652,726.31
07/10/40 to 07/09/41	$ 5,517,766.69
07/10/41 to 07/09/42	$ 5,385,021.15
07/10/42 to 07/09/43	$ 5,254,096.11
07/10/43 to 07/09/44	$ 5,125,785.56
07/10/44 to 07/09/45	$ 5,007,656.27
07/10/45 to 07/09/46	$ 4,890,956.83
07/10/46 to 07/09/47	$ 4,773,847.93
07/10/47 to 07/09/48	$ 4,666,242.07
07/10/48 to 07/09/49	$ 4,562,591.33
07/10/49 to 07/10/50	$ 4,445,356.80

EXHIBIT 10-11

EXECUTION COPY

SECOND AMENDMENT TO THE
BRUCE MANSFIELD UNITS 1, 2 AND 3 OPERATING AGREEMENT

THIS SECOND AMENDMENT (this “Second Amendment”), effective as of July 1, 2007, by and among The Cleveland Electric Illuminating Company, an Ohio corporation (“CEI”), The Toledo Edison Company, an Ohio corporation (“TE”), and FirstEnergy Generation Corp., an Ohio corporation (“FEG”) (all of which are indirect wholly-owned subsidiaries of FirstEnergy Corp. and are referred to herein individually, as the “Participant” or collectively, as the “Participants”) to that certain Operating Agreement, dated as of June 1, 1976, entered into by and among CEI, Duquesne Light Company, a Pennsylvania corporation, Ohio Edison Company, an Ohio corporation (“OE”), Pennsylvania Power Company, a Pennsylvania corporation (“PP”), and TE, as amended by that certain Amendment, dated as of January 1, 2001 (the “Operating Agreement”).

WITNESSETH:

	A.	Pursuant to an intercompany generation asset transfer on October 24, 2005 (the “2005 Transfer”) CEI, OE, PP and TE transferred all of their respective ownership interests in Unit No. 1, Unit No. 2 and Unit No. 3 (the “Units”) to FEG.

	B.	On September 30, 1987, each of CEI and TE entered into certain sale and leaseback arrangements (the “1987 Sale and Leaseback Transaction”) with the lessor parties thereto with respect to a current total undivided interest of 6.5% of Unit No. 1, 45.9% of Unit No. 2 and 44.4% of Unit No. 3.

	C.	On May 18, 2007, FEG purchased a total undivided interest of 0.325% of Unit 1, 2.295% of Unit 2 and 2.22% of Unit 3 from a lessor party to the 1987 Sale and Leaseback Transaction.

	D.	FEG has, or will contemporaneously herewith, enter into a sale and leaseback arrangement (the “2007 Sale and Leaseback Transaction”) with the lessor parties thereto (collectively, the “2007 Lessors”) with respect to a total undivided interest of 93.825% of Unit No. 1 (the “FEG Unit No. 1 Interest”).

	E.	The Participants desire to amend the Operating Agreement to (i) reflect the revised ownership and leasehold interests in the Units as a result of the 2005 Transfer, the 1987 Sale and Leaseback Transaction and the 2007 Sale and Leaseback Transaction, and (ii) to clarify the 2007 Lessors’ rights with respect to the FEG Unit No.1 Interest.

AGREEMENT

In consideration of the foregoing and of the mutual covenants and agreements contained hereinafter and of other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms . Capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto in the Operating Agreement.

2. Amendatory Provisions . The Operating Agreement is hereby amended as follows:

	(a)	Section 2 of the Operating Agreement is deleted in its entirety and replaced with the following:

	(a) CEI holds an undivided leasehold interest in Unit No. 1 of 6.175% under the 1987 Sale and Leaseback Transaction and FEG holds, or will contemporaneously herewith hold, an undivided leasehold interest in Unit No. 1 of 93.825% under the 2007 Sale and Leaseback Transaction. Each of CEI and FEG shall be entitled to initial generation entitlement shares in the same percentages of the hour-to-hour net operating capacity of Unit No. 1, as determined by FEG, and the energy associated therewith.

	(b) Each of CEI and TE holds an undivided leasehold interest in Unit No. 2 of 27.170% and 16.435%, respectively, under the 1987 Sale and Leaseback Transaction, and FEG owns the remaining ownership interest in Unit No. 2 of 56.395%. Each of CEI, TE and FEG shall be entitled to initial generation entitlement shares in the same percentages of the hour-to-hour net operating capacity of Unit No. 2, as determined by FEG, and the energy associated therewith.

	(c) Each of CEI and TE holds an undivided leasehold interest in Unit No. 3 of 23.2465% and 18.9145%, respectively, under the 1987 Sale and Leaseback Transaction, and FEG owns the remaining ownership interest in Unit No. 3 of 57.839%. Each of CEI, TE and FEG shall be entitled to initial generation entitlement shares in the same percentages of the hour-to-hour net operating capacity of Unit No. 3, as determined by FEG, and the energy associated therewith.

	Generation entitlement shares may be assigned and modified in accordance with Section 25 hereof.

	(b)	Section 3 of the Operating Agreement is deleted in its entirety and replaced with the following:

For so long as FEG, CEI and TE, or any of their respective Affiliates, are the only Participants under this Agreement, FEG shall operate and dispatch the Units according to the FirstEnergy combined system requirements. At all times thereafter, FEG will keep the Participants informed as to the expected maximum hour-to-hour net operating capacity of each Unit permissible for proper operation of each Unit, as determined by FEG, as it may vary in accordance with conditions existing from time to time. Each Participant with respect to each Unit in which it has a generation entitlement share shall reserve its desired share of capacity and schedule its desired share of energy

associated therewith, on an hour-to-hour basis, up to the limits of its generation entitlement share, all in accordance with procedures agreed upon by the Participants in that Unit. Subject to necessary outages or reductions in capability, each Unit shall be operated by FEG to produce capacity and energy from each Unit equal to the sums of the capacity reserved and energy scheduled by the Participants. FEG shall exercise its best efforts to achieve a balance between the scheduled output of each Unit and its actual output, and any imbalances shall be recorded and appropriate adjustments shall be made periodically to reduce such imbalances.

	(c)	Section 5 of the Operating Agreement is deleted in its entirety and replaced with the following:

	(a)	Subject to matters requiring joint action as specifically provided herein or as required by law, FEG on its own behalf and on behalf of each other Participant to the extent each has a generation entitlement share, shall operate and maintain each Unit and each Unit Site, provide necessary materials and supplies, including fuel as provided in Section 11, and make any additions, repairs, replacements and retirements with respect to each Unit, taking all steps which it deems necessary or appropriate to carry out the provisions of this Agreement all in accordance with sound engineering and operating principles and practices and then currently applicable laws, codes and regulations (the “Maintenance”); provided that, any Unit additions, replacements and retirements involving material changes in capability, useful life, basic methods of operation of a Unit and similar matters not included in the budget with respect to such Unit approved in accordance with Section 12 hereof and not of an emergency nature shall be made only upon agreement of the Participants having at least a 51% aggregate generation entitlement share in the applicable Unit. Retirements with respect to each Unit shall be effected only in a manner consistent with any applicable provisions of the respective first mortgage indentures of the Participants having ownership interests in the Unit (or any financing, sale and leaseback or other lease relating to such Unit and the interests therein to which a Participant is a party, copies of the relevant portions of which, excluding pricing information, will be provided to all Participants).

	(b)	Participants having a generation entitlement share to 51% or more of the then prevailing Net Demonstrated Capability of all of the Units may remove FEG, or any successor to FEG, for Cause as the operator and may designate a replacement operator. For purposes of this Section 5(b), the term “Cause” shall mean the bankruptcy of

FEG or any act or omission by FEG during the course of operating and maintaining the Units that constitutes malfeasance, misfeasance, gross negligence or willful misconduct. Upon FEG’s removal, FEG will have no further obligations hereunder as operator and shall not be liable for the Maintenance of the Units or any claims arising with respect to the Maintenance of the Units after its removal. In the event a replacement operator is designated pursuant to this Section 5(b), all references throughout this Agreement to FEG as the operator of the Units shall be deemed to be replaced with the name of such replacement operator.

	(d)	Section 6 of the Operating Agreement is deleted in its entirety and replaced with the following:

FEG shall prepare and deliver to the Participants in each Unit at least 90 days before the beginning of each calendar year, a listing of any scheduled outages for inspection and ordinary maintenance for such Unit for such calendar year and, to the extent practicable, shall adhere to the listing for routine inspection and maintenance of the Unit. Scheduling of such outages shall be coordinated with FEG’s other plant maintenance outages in accordance with prudent industry practice and in a manner that does not discriminate against any such Unit based on its ownership status. Any outages required for maintenance affecting the safety of a Unit will be scheduled by FEG as required. In the event of an unplanned event or circumstance that FEG reasonably believes would endanger (i) the health and safety of persons on any Unit Site or the public, (ii) the environment or (iii) any of the Units or other property located on or near a Unit or in the event of any other emergency outage, forced outage, or reduction in the capability of any of the Units for any reason, FEG shall, to the extent practicable, schedule and perform all required repairs and replacements, and restore the capability of such Unit, in an expeditious manner in accordance with the requirements and standards in Section 5. FEG shall furnish each Participant with written notice of each of the events, facts or circumstances referred to in the preceding sentence as promptly as is practicable after the occurrence of such event, fact or circumstance.

	(e)	The first paragraph of Section 12 of the Operating Agreement is deleted in its entirety and replaced with the following:

FEG will prepare, revise from time to time as appropriate and furnish to each of the Participants with respect to each Unit in which such Participant has a generation entitlement share, an annual budget

showing by months to the extent possible the expected operating and maintenance expenses, capital expenditures and retirements with respect to such Unit and Unit Site. Each Participant may raise objections to items contained in the budget relating to the Unit in which such Participant has a generation entitlement share and, if Participants having at least a 51% aggregate generation entitlement share with respect to such Unit agree with such objections, such items shall be deleted from the budget. FEG will also prepare, revise from time to time as appropriate and furnish to the Participants projections of such budgets for such reasonably longer periods of time as may be requested by the Participants.

	(f)	The second parenthetical in Section 25(d) is revised to read “(at the election of such Person, but subject, however, to the rights of the other Participants under this Agreement)”.

	(g)	Section 26 is amended, but in so far as it relates to interests held by the signatories hereto and their successors and permitted assigns in respect of interests in Units now owned by them or owned by them in the future, (x) by adding to the end of the second sentence, “and the Owners and Participants of the Unit being retired shall not be entitled then or thereafter to any compensation for their interests in the Shared Facilities and Common Facilities (which shall continue to be available to the Participants in the other Units)”, and (y) by deleting the third sentence.

	(h)	The following Section 29 is hereby added to the Operating Agreement:

Each Participant, with respect to any Unit in which such Participant has a generation entitlement share, hereby agrees that (a) it shall not take any action (including, without limitation, commencing or maintaining any proceeding in any court) for the purpose of or which might result in a partition or sale for division of the proceeds, in whole or in part, of such Unit, or of any Common Facilities or Shared Facilities allocable to such Unit, or the interests in land associated with such Unit (referred to elsewhere in this Agreement as a “Unit Site”), or any modifications, improvements or additions made to any thereof; and (b) it hereby waives and releases all rights which it may have to take any such action in respect of any of said property, whether now existing or hereafter accruing, and in the event any such right shall hereafter accrue, it shall from time to time, upon the written request of any party hereto or any other person having an interest in such property (including, without limitation, the lessor in a sale and leaseback transaction described in clause (iii) of paragraph (a) of Section 25 hereof), execute and deliver such further instruments as may be necessary or appropriate to confirm the foregoing waiver and release. This waiver and release shall be effective to bind any successor or assign of each Participant, including, without limitation, any Transferee of such Participant.

3. Existing Agreement . Except as expressly amended hereby, all of the terms, covenants and conditions of the Operating Agreement (i) are ratified and confirmed; (ii) shall remain unamended and not waived; and (iii) shall continue in full force and effect. Anything to the contrary contained in this Second Amendment notwithstanding, no provision of this Second Amendment shall act to reduce the proportional share of the net generating capacity of the Units that any lessor or assignee thereof under a sale and leaseback transaction shall be entitled to as a result of its ownership of the Units, or to deprive the owner participant or owner trustee under a sale and leaseback transaction involving the Units of any benefit it may have had under the Operating Agreement, prior to this Second Amendment.

4. Governing Law . This Second Amendment is made under and shall be governed by the laws of the Commonwealth of Pennsylvania. Section 27 of the Operating Agreement shall apply to this Second Amendment mutatis mutandis .

5. Counterparts . This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

6. Enforceability . If any provision of this Second Amendment shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Second Amendment or the Operating Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Second Amendment and the Operating Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly.

[Signature page follows]

IN WITNESS WHEREOF , the undersigned have duly executed this Second Amendment effective as of the date first written above.

	THE CLEVELAND ELECTRIC ILLUMINATING COMPANY

	By: /s/ James F. Pearson
	Name: James F. Pearson Title: Vice President and Treasurer

	FIRSTENERGY GENERATION CORP.

	By: /s/ James F. Pearson
	Name: James F. Pearson Title: Vice President and Treasurer

	THE TOLEDO EDISON COMPANY

	By: /s/ James F. Pearson
	Name: James F. Pearson Title: Vice President and Treasurer

EXHIBIT 10-12

EXECUTION COPY

PASS THROUGH TRUST AGREEMENT

Dated as of June 26, 2007

among

FIRSTENERGY GENERATION CORP.,
as Lessee,

FIRSTENERGY SOLUTIONS CORP.,
as Guarantor

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
not in its individual capacity, but solely
as Pass Through Trustee

Bruce Mansfield Unit 1 2007 Pass Through Trust

Pass Through Certificates

TABLE OF CONTENTS

			Page

Section 1.	DEFINITIONS		2
	Section 1.1.	Definitions	2
	Section 1.2.	Form of Documents Delivered to Pass Through Trustee	6
	Section 1.3.	Acts of Holders	6
	Section 1.4.	Conflict with Trust Indenture Act	7

Section 2.	ISSUANCE OF CERTIFICATES; ACQUISITION OF LESSOR NOTES; POWERS OF TRUST		8
	Section 2.1.	Original Issuance of Private Certificates	8
	Section 2.2.	Acceptance of Lessor Notes by Pass Through Trustee	8
	Section 2.3.	Limitation of Powers	8
	Section 2.4.	Issuance of Exchange Certificates	8
	Section 2.5.	Maximum Undivided Interest	9

Section 3.	THE CERTIFICATES		9
	Section 3.1.	Form, Denomination and Execution of Certificates	9
	Section 3.2.	Authentication of Certificates	10
	Section 3.3.	Temporary Certificates	10
	Section 3.4.	Registration of Transfer and Exchange of Certificates.	11
	Section 3.5.	Mutilated, Destroyed, Lost or Stolen Certificates	13
	Section 3.6.	Persons Deemed Owners	13
	Section 3.7.	Cancellation	13
	Section 3.8.	Limitation of Liability for Payments	13
	Section 3.9.	Book-Entry and Definitive Certificates.	14
	Section 3.10.	Form of Certification	17

Section 4.	DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS		18
	Section 4.1.	Certificate Account and Special Payments Account	18
	Section 4.2.	Distributions from Certificate Account and Special Payments Account	18
	Section 4.3.	Statements to Certificateholders	20
	Section 4.4.	Investment of Special Payment Moneys	20

Section 5.	DEFAULT		21
	Section 5.1.	Indenture Events of Default	21
	Section 5.2.	Incidents of Sale of Lessor Note	21
	Section 5.3.	Judicial Proceedings Instituted by Pass Through Trustee	22
	Section 5.4.	Control by Certificateholders	23
	Section 5.5.	Waiver of Defaults	23
	Section 5.6.	Undertaking to Pay Court Costs	24
	Section 5.7.	Right of Certificateholders to Receive Payments Not to Be Impaired	24

-i-

TABLE OF CONTENTS (continued)

			Page

	Section 5.8.	Certificateholders May Not Bring Suit Except Under Certain Conditions	24
	Section 5.9.	Remedies Cumulative	25

Section 6.	THE PASS THROUGH TRUSTEE		25
	Section 6.1.	Certain Duties and Responsibilities	25
	Section 6.2.	Notice of Defaults	26
	Section 6.3.	Certain Rights of Pass Through Trustee	27
	Section 6.4.	Not Responsible for Recitals; Issuance of Certificates	28
	Section 6.5.	May Hold Certificates	28
	Section 6.6.	Money Held in Pass Through Trust	28
	Section 6.7.	Compensation, Reimbursement and Indemnification	28
	Section 6.8.	Corporate Trustee Required; Eligibility	29
	Section 6.9.	Resignation and Removal; Appointment of Successor	29
	Section 6.10.	Acceptance of Appointment by Successor	31
	Section 6.11.	Merger, Conversion, Consolidation or Succession to Business	31
	Section 6.12.	Maintenance of Agencies.	32
	Section 6.13.	Money for Certificate Payments to Be Held in Trust	33
	Section 6.14.	Registration of Lessor Notes in Pass Through Trustee’s Name	34
	Section 6.15.	Withholding Taxes; Information Reporting	34
	Section 6.16.	Pass Through Trustee’s Liens	34

Section 7.	CERTIFICATEHOLDERS' LISTS AND REPORTS		35
	Section 7.1.	The Lessee to Furnish Pass Through Trustee with Names and Addresses of Certificateholders	35
	Section 7.2.	Preservation of Information	35
	Section 7.3.	Reports by the Pass Through Trustee	35
	Section 7.4.	Certificate Owner Request	35
	Section 7.5.	Reports by the Lessee	35
	Section 7.6.	Reports by the Guarantor	36

Section 8.	SUPPLEMENTAL TRUST AGREEMENTS		37
	Section 8.1.	Supplemental Trust Agreement Without Consent of Certificateholders	37
	Section 8.2.	Supplemental Trust Agreements with Consent of Certificateholders	38
	Section 8.3.	Documents Affecting Immunity or Indemnity	39
	Section 8.4.	Execution of Supplemental Trust Agreements	39
	Section 8.5.	Effect of Supplemental Trust Agreements	39
	Section 8.6.	Reference in Certificates to Supplemental Trust Agreements	39
	Section 8.7.	Conformity with Trust Indenture Act	39

-ii-

TABLE OF CONTENTS (continued)

			Page

Section 9.	AMENDMENTS AND CONSENTS TO INDENTURES AND OTHER Operative DOCUMENTS		39
	Section 9.1.	Requiring Consent of the Certificateholders	39
	Section 9.2.	Not Requiring Consent of the Certificateholder	40

Section 10.	TERMINATION OF PASS THROUGH TRUST		40
	Section 10.1.	Termination of the Pass Through Trust	40

Section 11.	NOTICE OF TERMINATION AND DISTRIBUTIONS		41
	Section 11.1.	Notice of Termination and Distributions	41

Section 12.	MISCELLANEOUS PROVISIONS		41
	Section 12.1.	Amendments and Waivers	41
	Section 12.2.	Limitation on Rights of Certificateholders	41
	Section 12.3.	Certificates Nonassessable and Fully Paid	41
	Section 12.4.	Notices	42
	Section 12.5.	Successors and Assigns	42
	Section 12.6.	Business Day	42
	Section 12.7.	Governing Law	42
	Section 12.8.	Severability	42
	Section 12.9.	Benefits of Pass Through Trust Agreement	42
	Section 12.10	Counterparts and Effectiveness of this Pass Through Trust Agreement	43
	Section 12.11	Headings and Table of Contents	43
	Section 12.12	Further Assurances	43
	Section 12.13	Statement of Intent	43

Exhibit A -	Form of Certificate

Exhibit B -	Form of Pass Through Trustee’s Certificate of Authentication

Exhibit C -	Form of Transfer Certificate

Exhibit D -	Form of Purchaser Letter for Institutional Accredited Investors

-iii-

PASS THROUGH TRUST AGREEMENT

This PASS THROUGH TRUST AGREEMENT , dated as of June 26, 2007 (this “ Pass Through Trust Agreement ” or “ Agreement ”), with respect to the formation of the Bruce Mansfield Unit 1 2007 Pass Through Trust (the “ Pass Through Trust ”), among FirstEnergy Generation Corp., an Ohio corporation (the “ Lessee ”), and FirstEnergy Solutions Corp., an Ohio corporation (the “ Guarantor ”), and The Bank of New York Trust Company, N.A., a national banking association, as Pass Through Trustee hereunder (the “ Pass Through Trustee ”).

W I T N E S S E T H :

WHEREAS , the Lessee, the Pass Through Trustee, each of six Owner Participants and certain other parties named therein have entered into six separate Participation Agreements listed on Schedule I hereto (the “ Participation Agreements ”), pursuant to each of which the Lessee has agreed to (a) sell an Undivided Interest (referred to together with the other Undivided Interests, as the “ Undivided Interests ”) described therein to the related Owner Lessor (referred to together with the other five Owner Lessors, as the “ Owner Lessors ”), and (b) lease such Undivided Interest from such Owner Lessor;

WHEREAS , the Lessee will consummate the sale to and lease from the Owner Lessors of the Undivided Interests on the Closing Date;

WHEREAS , on the Closing Date, the Guarantor will enter into six separate guaranty agreements each guaranteeing all of the Lessee’s obligations under the Operative Documents relating to a particular Participation Agreement;

WHEREAS , on the Closing Date, each Owner Lessor will enter into an Indenture in accordance with the related Participation Agreement, and issue, on a non-recourse basis, a Lessor Note thereunder to finance a portion of the purchase price for the related Undivided Interest;

WHEREAS , pursuant to the terms and conditions of this Pass Through Trust Agreement, the Pass Through Trust will purchase the Lessor Notes issued by the Owner Lessors on the Closing Date and will hold the Lessor Notes in trust for the benefit of the Certificateholders;

WHEREAS , the Pass Through Trustee, upon the execution and delivery of this Pass Through Trust Agreement, hereby declares the creation of this Pass Through Trust for the benefit of the Certificateholders, and the Initial Certificate Purchasers, as the grantors of the Pass Through Trust and by their respective acceptances of the Certificates, join in the creation of this Pass Through Trust with the Pass Through Trustee;

WHEREAS , to facilitate the sale of the Lessor Notes to, and the purchase of the Lessor Notes by, the Pass Through Trust, the Lessee and the Guarantor are undertaking to perform certain administrative and ministerial duties hereunder and also are undertaking to pay the fees and expenses of the Pass Through Trustee;

WHEREAS , the Pass Through Trustee, the Lessee and the Guarantor will enter into a registration rights agreement to be dated on or as of the Closing Date (the “ Registration Rights Agreement ”) with Morgan Stanley & Co. Incorporated and Credit Suisse Securities (USA) LLC, as representatives of the initial purchasers of the Certificates pursuant to which the Certificates that are issued and sold without registration (the “ Private Certificates ”) under the Securities Act may be exchanged for Certificates that will be registered under a registration statement filed under the Securities Act (the “ Exchange Registration Statement ”) and that will otherwise have substantially the same terms as the Private Certificates except for certain restrictions on transfers and restrictive legends (the “ Exchange Certificates ”), or, failing such exchange, the Pass Through Trustee, the Lessee and the Guarantor have agreed to file a shelf registration statement for the resale of the Private Certificates (the “ Shelf Registration Statement ”);

WHEREAS, the Private Certificates will be offered and sold by the Trust in reliance on an exemption from registration under the Securities Act, the Private Certificates will be exchanged for Exchange Certificates only pursuant to an effective registration statement under the Securities Act and otherwise in accordance with the Registration Rights Agreement and this Pass Through Trust Agreement; and

NOW, THEREFORE , in consideration of the premises, the mutual agreements herein contained and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

Section 1.1 Definitions.

(a) Unless the context hereof otherwise requires, capitalized terms used in this Pass Through Trust Agreement, including those in the recitals, and not otherwise defined herein shall have the respective meanings set forth in Appendix A to the applicable Participation Agreement. The general provisions of Appendix A to such Participation Agreement shall apply to this Pass Through Trust Agreement, including the terms specifically defined herein.

(b) As used in this Pass Through Trust Agreement, the following terms shall have the respective meanings assigned thereto as follows:

	“ Act ”, when used with respect to any Holder, shall have the meaning specified in Section 1.3(a).

	“ Authorized Agent ” shall mean any Paying Agent or Registrar.

	“ Book-Entry Certificate ” shall mean a beneficial interest in the Certificates, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 3.9.

	“ Certificate ” shall mean any one of the certificates representing either Private Certificates or Exchange Certificates executed and authenticated by the Pass Through Trustee substantially in the form of Exhibit A hereto.

	“ Certificate Account ” shall mean that account or those accounts created and maintained pursuant to Section 4.1(a).

	“ Certificate Owner ” shall mean the Person for whom a Clearing Agency Participant acts.

	“ Certificate Owner Request ” shall mean a request to the Pass Through Trustee to receive certain information, which request certifies that the Person making the request is a Certificateholder or Certificate Owner. Any Certificateholder or Certificate Owner making a Certificate Owner Request may specify its election to receive such information from the Pass Through Trustee on an ongoing basis.

	“ Certificateholder ” or “ Holder ” shall mean the Person in whose name a Certificate is registered in the Register, except that, when used in Section 3.9, such term means the Certificate Owners.

	“ Clearing Agency ” shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

	“ Clearing Agency Participant ” shall mean a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects, directly or indirectly, book-entry transfers and pledges of securities deposited with the Clearing Agency.

	“ Clearstream ” shall have the meaning specified in Section 3.9(d).

	“ Consideration ” shall have the meaning specified in Section 2.1(a).

	“ Corporate Trust Office ” shall mean, with respect to the Pass Through Trustee and any successor thereto, the office of such Person in the city in which at any particular time its corporate trust business shall be administered.

	“ Default ” shall mean any event that is, or after notice or lapse of time or both would become, an Event of Default.

	“ Definitive Certificates ” shall have the meaning specified in Section 3.9(a).

	“ Direction ” shall have the meaning specified in Section 1.3(c).

	“ Distribution Date ” shall mean, with respect to distributions of Scheduled Payments, each June 1 and December 1, until payment of all the Scheduled Payments to be made under the Lessor Notes have been made, commencing on December 1, 2007.

	“ Euroclear ” shall have the meaning specified in Section 3.9(d).

	“ Event of Default ” shall have the meaning specified in Section 5.1(a).

	“ Fractional Undivided Interest ” shall mean the fractional undivided interest in the Pass Through Trust that is evidenced by a Certificate.

	“ Holder ” shall have the meaning set forth in the definition of “Certificateholder”.

	“ Institutional Accredited Investor ” shall mean an institutional “accredited investor”, as such term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

	“ Letter of Representations ” shall mean the blanket letter of representations to be executed by and between the Pass Through Trustee and the initial Clearing Agency.

	“ Opinion of Counsel ” shall mean an opinion in writing signed by legal counsel, who may be counsel designated by the Lessee, the Guarantor or the applicable Owner Lessor, whether or not such counsel is an employee of any of them, and who shall be acceptable to the Pass Through Trustee in its reasonable discretion.

	“ Outstanding ” shall mean, when used with respect to Certificates, as of the date of determination, and subject to Section 1.3(c), all Certificates theretofore authenticated and delivered under this Pass Through Trust Agreement, except:

	(i) Certificates theretofore canceled by the Registrar or delivered to the Pass Through Trustee or the Registrar for cancellation;

	(ii) Certificates for which money in the full amount thereof has been theretofore deposited with the Pass Through Trustee or any Paying Agent in trust for the holders of such Certificates as provided in Section 4.1 pending distribution of such money to the Certificateholders pursuant to the final distribution payment to be made pursuant to Section 10; and

	(iii) Certificates in exchange for or in lieu of which other Certificates have been authenticated and delivered pursuant to this Pass Through Trust Agreement.

	“ Paying Agent ” shall mean the paying agent maintained and appointed pursuant to Section 6.11.

	“ Permanent Regulation S Global Certificate ” shall have the meaning specified in Section 3.9(d).

	“ Permitted Government Investment ” shall mean the obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, maturing in not more than 60 days or such

	lesser time as is necessary for payment of any Special Payments on a Special Distribution Date.

	“ Record Date ” shall mean (i) for Scheduled Payments to be distributed on any Distribution Date, other than the final distribution, the day (whether or not a Business Day) which is fifteen days preceding such Distribution Date, and (ii) for Special Payments to be distributed on any Special Distribution Date, other than the final distribution, the day (whether or not a Business Day) which is fifteen days preceding such Special Distribution Date.

	“ Register ” and “ Registrar ” shall mean the register maintained and the registrar appointed pursuant to Sections 3.4 and 6.12.

	“ Regulation S Global Certificate ” shall have the meaning specified in Section 3.9(d).

	“ Request ” shall mean a request by the Lessee, an Owner Lessor, or any Indenture Trustee setting forth the subject matter of the request.

	“ Restricted Certificate ” shall have the meaning specified in Section 3.1(c).

	“ Restricted Global Certificate ” shall have the meaning specified in Section 3.9(e).

	“ SEC ” shall mean the Securities and Exchange Commission.

	“ Scheduled Payment ” shall mean, with respect to a Distribution Date, any payment (other than a Special Payment) of principal and interest on a Lessor Note, due from the applicable Owner Lessor, which payment represents the payment of a regularly scheduled installment of principal then due on such Lessor Note or the payment of regularly scheduled interest accrued on such Lessor Note.

	“ Special Distribution Date ” shall mean (i) with respect to the prepayment of a Lessor Note, the day on which such prepayment is scheduled to occur pursuant to the terms of the applicable Indenture, and (ii) with respect to any Special Payment relating to a Lessor Note other than as described in clause (i) of the definition of Special Payment, the earliest second day of a month for which it is practicable for the Pass Through Trustee to give notice pursuant to Section 4.2(c).

	“ Special Payment ” shall mean (i) any payment of principal, Make Whole Premium, if any, and interest on a Lessor Note resulting from the prepayment or redemption of such Lessor Note pursuant to the applicable provisions of the applicable Indenture, (ii) any payment of principal and interest (including any interest accruing upon default) on, or any other amount in respect of, such Lessor Note upon an Indenture Event of Default in respect thereof or upon the exercise of remedies under the Indenture relating to such Lessor Note, (iii) any Special Payment referred to in clause (i) of this definition or any Scheduled Payment

	which is not in fact paid within five days of the Special Distribution Date or Distribution Date applicable thereto, or (iv) any proceeds from the sale of any Lessor Note by the Pass Through Trustee pursuant to Section 5.

	“ Special Payments Account ” shall mean the account or accounts created and maintained pursuant to Section 4.1(b).

	“ Temporary Regulation S Global Certificate ” shall have the meaning specified in Section 3.9(d).

	“ Trust Indenture Act ” shall mean the Trust Indenture Act of 1939, as amended.

	“ Trust Property ” shall mean the Lessor Notes held as the property of the Pass Through Trust created hereby and all monies at any time paid thereon and all monies due and to become due thereunder, funds from time to time deposited in the Certificate Account and the Special Payments Account and any proceeds from the sale by the Pass Through Trustee pursuant to Section 5 of any Lessor Note.

Sectiob 1.2. Form of Documents Delivered to Pass Through Trustee.

(a) In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters and any such Person may certify or give an opinion as to such matters in one or several documents.

(b) Any Opinion of Counsel stated to be based on the opinion of other counsel shall be accompanied by a copy of such other opinion.

(c) Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Pass Through Trust Agreement, they may, but need not, be consolidated and form one instrument.

Section 1.3. Acts of Holders.

(a) Any request, demand, authorization, direction, consent, waiver or other action provided by this Pass Through Trust Agreement to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent or agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Pass Through Trustee and, where it is hereby expressly required, to the Lessee, the applicable Owner Lessor or the applicable Indenture Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for

any purpose of this Pass Through Trust Agreement and (subject to Section 6.1) conclusive in favor of the Pass Through Trustee, the Lessee, the applicable Owner Lessor and the applicable Indenture Trustee, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any reasonable manner that the Pass Through Trustee deems sufficient.

(c) In determining whether the Holders of the requisite Fractional Undivided Interests of Certificates Outstanding have given any request, demand, authorization, direction, consent or waiver (a “ Direction ”), under this Pass Through Trust Agreement, Certificates owned by the Lessee, the Guarantor, an Owner Lessor, an Owner Participant or any Affiliate of any such Person, whether as Certificateholder or Certificate Owner, shall be disregarded and deemed not to be Outstanding under this Pass Through Trust Agreement for purposes of any such determination. In determining whether the Pass Through Trustee shall be protected in relying upon any such Direction, only Certificates that the Pass Through Trustee knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) if any such Person owns 100% of the Certificates Outstanding, such Certificates shall not be so disregarded as aforesaid, and (ii) if any amount of Certificates so owned by any such Person have been pledged in good faith, such Certificates shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Pass Through Trustee the pledgee’s right so to act with respect to such Certificates and that the pledgee is not the Lessee, the Guarantor, an Owner Lessor, an Owner Participant or an Affiliate of any such Person.

(d) Any Act by the Holder of any Certificate shall bind every future Holder of such Certificate and the Holder of every Certificate issued upon the transfer thereof or in exchange therefor or in lieu thereof, whether or not notation of such Act is made upon such Certificate.

(e) Except as otherwise provided in Section 1.3(c), Certificates owned by or pledged to any Person shall have an equal and proportionate benefit under the provisions of this Pass Through Trust Agreement, without preference, priority or distinction as among all of the Certificates.

Section 1.4. Conflict with Trust Indenture Act . If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required or deemed under such Act to be a part of and govern this Pass Through Trust Agreement, such required or deemed provision shall, so long as the Certificates shall be subject to the Trust Indenture Act, control. If any provision of this Pass Through Trust Agreement modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Pass Through Trust Agreement as so modified or to be excluded, as the case may be.

SECTION 2. ISSUANCE OF CERTIFICATES; ACQUISITION OF LESSOR NOTES; POWERS OF TRUST

Section 2.1. Original Issuance of Private Certificates . The Pass Through Trustee, at or promptly following the execution and delivery of this Pass Through Trust Agreement, also shall execute and deliver the Participation Agreements, in the form delivered to the Pass Through Trustee on or prior to the date of the execution and delivery hereof. Upon delivery of an authentication order by the Lessee and the satisfaction of the closing conditions with respect to the Lessor Notes in Section 4 of the Participation Agreements, the Pass Through Trustee shall execute, deliver and authenticate, on behalf of the Pass Through Trust, Private Certificates equaling in the aggregate the total principal amount of the Lessor Notes deposited into the Pass Through Trust on the Closing Date. The Private Certificates so executed, delivered and authenticated on the Closing Date shall evidence the entire ownership of the Pass Through Trust. The Pass Through Trust shall issue such Private Certificates on the Closing Date, in authorized denominations and in such Fractional Undivided Interests, so as to result in the receipt of consideration (the “ Consideration ”) in an amount equal to the principal amount of such Lessor Notes referred to in the second preceding sentence. The Pass Through Trust shall purchase Lessor Notes on the Closing Date at a purchase price equal to the amount of the Consideration so received. Except as provided in Sections 3.4 and 3.5, the Pass Through Trustee shall not execute or deliver Private Certificates in excess of the aggregate amount specified in this paragraph.

Section 2.2. Acceptance of Lessor Notes by Pass Through Trustee . The Pass Through Trustee, upon the execution and delivery of this Pass Through Trust Agreement, acknowledges on behalf of the Pass Through Trust its acceptance of all right, title, and interest in and to the Lessor Notes to be acquired on the Closing Date pursuant to Section 2.1 and declares that the Pass Through Trustee will hold such right, title, and interest, together with all other property constituting the Trust Property, for the benefit of all present and future Certificateholders, upon the trusts herein set forth. By its payment for and acceptance of each Certificate issued to it hereunder, each Initial Certificate Purchaser as grantor of the Pass Through Trust thereby joins in the creation and declaration of the Pass Through Trust. The Pass Through Trustee shall be under no duty or obligation to inspect, review or examine the Lessor Notes to determine that they are genuine, valid, binding, enforceable or appropriate for the represented purpose or that they are other than what they purport to be on their face.

Section 2.3. Limitation of Powers . The Pass Through Trust is constituted solely for the purpose of making the investment in the Lessor Notes and for that purpose, issuing the Private Certificates and the Exchange Certificates, and, except as set forth herein, the Pass Through Trustee is not authorized or empowered to acquire any other investments or engage in any other activities and, in particular, the Pass Through Trustee is not authorized or empowered to do anything that would cause the Pass Through Trust to fail to qualify as a pass through entity for Federal income tax purposes (including, as subject to this restriction, acquiring any Undivided Interest or any portion thereof by bidding a Lessor Note or otherwise, or taking any action with respect to any Undivided Interest or any portion thereof once acquired).

Section 2.4. Issuance of Exchange Certificates . The Private Certificates and the Exchange Certificates will constitute a single series of certificates under this Pass Through Trust Agreement. Exchange Certificates shall be authenticated and delivered by the Pass Through

Trustee at one time or from time to time upon the authentication order or orders of the Lessee in principal amounts equal to the principal amounts of the Private Certificates surrendered in exchange therefor. Exchange Certificates shall be issued in substantially the form attached hereto as Exhibit A omitting, however, both the Restricted Certificate Legend and the Registration Rights Legend as each such legend is identified on said Exhibit A .

Section 2.5. Maximum Undivided Interest . The aggregate Fractional Undivided Interest of Certificates shall not at any time exceed $1.2 billion. Private Certificates surrendered in exchange for Exchange Certificates pursuant to Section 2.4 shall not be included in calculating such aggregate Fractional Undivided Interest of Certificates.

SECTION 3. THE CERTIFICATES

Section 3.1. Form, Denomination and Execution of Certificates.

(a) The Certificates shall be issued in registered form without coupons and shall be substantially in the form attached hereto as Exhibit A , with such omissions, substitutions, variations and insertions as are permitted by this Pass Through Trust Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements printed, lithographed or engraved thereon, as may be required to comply with the rules of any securities exchange on which such Certificates may be listed or to conform to any usage in respect thereof, or as may, consistently herewith, be prescribed by the Pass Through Trustee or by the officer executing such Certificates, such determination by said officer to be evidenced by such officer signing the Certificates.

(b) Except as provided in Section 3.9, definitive Certificates shall be printed, lithographed or engraved or produced by any combination of these methods, all as determined by the officer executing such Certificates, as evidenced by such officer’s execution of such Certificates.

(c) During the period beginning on the Closing Date and ending on the expiration of the applicable holding period in Rule 144(k) of the Securities Act, all Private Certificates issued on the Closing Date, and all Private Certificates issued upon registration of transfer of, or in exchange (except pursuant to an effective registration statement consistent with the process described under Section 2.4) for, such Private Certificates, shall be “ Restricted Certificates ” and shall be subject to the restrictions on transfer provided in the Restricted Certificate Legend set forth on the face of the form of certificate in Exhibit A ; provided , however , that the term “ Restricted Certificates ” shall not include Certificates as to which such restrictions on transfer have been terminated in accordance with Section 3.4(b). All Restricted Certificates shall bear the Restricted Certificate Legend set forth on the face of the Certificate in Exhibit A . Certificates that are not Restricted Certificates shall not bear such legend.

(d) All Private Certificates issued on the Closing Date, and all Private Certificates issued upon registration of transfer of, or in exchange for, such Private Certificates, shall bear the legend captioned “ERISA Legend” set forth on the face of the form of certificate in Exhibit A and be subject to the restriction on transfer described therein.

(e) The Certificates shall be issued in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof.

(f) The Certificates shall be executed on behalf of the Pass Through Trust by manual or facsimile signature of a Responsible Officer of the Pass Through Trustee. Certificates bearing the manual or facsimile signature of an individual who was, at the time when such signature was affixed, authorized to sign on behalf of the Pass Through Trustee shall be valid and binding obligations of the Pass Through Trust, notwithstanding that such individual has ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such office at the date of such Certificates. No Certificate shall be entitled to any benefit under this Pass Through Trust Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in Exhibit B hereto executed by the Pass Through Trustee by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

Section 3.2. Authentication of Certificates . Upon delivery of an authentication order by the Lessee, the Pass Through Trustee shall cause to be delivered Certificates duly authenticated by the Pass Through Trustee, in authorized denominations equaling in the aggregate the aggregate principal amount set forth in the authentication orders evidencing the entire ownership of the Pass Through Trust.

Any authentication order delivered by the Lessee hereunder shall be signed by one of its authorized signatories and shall specify the amount and maturity of the Certificates to be authenticated and the date on which the original issue of Certificates is to be authenticated. The Pass Through Trustee may appoint an authenticating agent to authenticate the Certificates. Unless limited by the terms of such appointment, an authenticating agent may authenticate the Certificates whenever the Pass Through Trustee may do so. Each reference in this Pass Through Trust Agreement to authentication by the Pass Through Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

Section 3.3. Temporary Certificates . Pending the preparation of definitive Certificates, the Pass Through Trustee may execute, authenticate and deliver temporary Certificates which are printed, lithographed, typewritten, or otherwise produced, in any denomination, containing substantially the same terms and provisions as set forth in Exhibit A , except for such appropriate insertions, omissions, substitutions and other variations relating to their temporary nature as the officer executing such temporary Certificates may determine, as evidenced by such officer’s execution of such temporary Certificates.

If temporary Certificates are issued, the Lessee will cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificates at the Corporate Trust Office of the Pass Through Trustee, or at the office or agency of the Pass Through Trustee maintained in accordance with Section 6.12, without charge to the Holder. Upon surrender for cancellation of any one or more temporary

Certificates, the Pass Through Trustee shall execute, authenticate and deliver in exchange therefor definitive Certificates of authorized denominations of a like aggregate Fractional Undivided Interest. Until so exchanged, such temporary Certificates shall in all respects be entitled to the same benefits under this Pass Through Trust Agreement as definitive Certificates.

Section 3.4. Registration of Transfer and Exchange of Certificates.

(a) The Pass Through Trustee shall cause to be kept, at the office or agency to be maintained by it in accordance with the provisions of Section 6.12, a register (the “ Register ”) in which, subject to the provisions of this Section 3.4 and the Certificates, the Pass Through Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Pass Through Trustee shall initially be the registrar (the “ Registrar ”) for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Ownership of the Certificates, and the right to the principal of and stated interest on the Lessor Notes, shall be recorded, and may be transferred only by recordation of any such transfer, by the Registrar on the Register. The Registrar shall not be required to register the transfer or exchange of any Certificate during the 10 days preceding the due date of any payment on such Certificate.

(b) Every Restricted Certificate and any interest therein shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Restricted Certificate pursuant to Section 3.1(c), and the Holder of each Restricted Certificate and any Certificate Owner in respect thereof, by its acquisition or acceptance thereof or of an interest therein, agrees to be bound by such restrictions on transfer. Whenever any Restricted Certificate is presented or surrendered for registration of transfer or for exchange for a Certificate registered in a name other than that of the Holder, such Restricted Certificate must be accompanied by a certificate in substantially the form set forth in Exhibit C hereto, dated the date of such surrender and signed by the Holder of such Restricted Certificate, or such Holder’s attorney duly authorized in writing, as to compliance with such restrictions on transfer. Neither the Pass Through Trustee nor any Registrar shall be required to accept for such registration of transfer or exchange any Restricted Certificate not so accompanied by a properly completed certificate. Notwithstanding the preceding two sentences, a properly completed certificate shall not be required in connection with any transfer of any Restricted Certificate through the facilities of DTC or any other United States securities clearance and settlement organization; provided, that such transfer does not require a change in the name (other than to another nominee of DTC or such other securities clearance and settlement organization) in which such Restricted Certificate is then registered.

Whenever any Restricted Certificate is proposed to be transferred by a Holder to an Institutional Accredited Investor, the Pass Through Trustee shall have received from such Institutional Accredited Investor, prior to such transfer, (i) a duly executed transfer certificate substantially in the form of Exhibit C and (ii) a signed letter substantially in the form of Exhibit D relating to certain representations and agreements regarding restrictions on transfer of such Restricted Certificate. In addition, if requested by the Lessee or the Pass Through Trustee, the Institutional Accredited Investor must, prior to such transfer, furnish to the Registrar an Opinion of Counsel in form and substance satisfactory to the Lessee and the Pass Through

Trustee to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The restrictions imposed by Section 3.1(c) and this Section 3.4(b) upon the transferability of any particular Restricted Certificate shall cease and terminate if and when such Restricted Certificate has been transferred pursuant to Rule 144 under the Securities Act, unless the Holder thereof is an affiliate of the Lessee within the meaning of Rule 144. Any Restricted Certificate as to which such restrictions on transfer shall have expired in accordance with their terms or shall have terminated may, upon surrender of such Restricted Certificate for exchange to the Pass Through Trustee or any Registrar in accordance with the provisions of this Section 3.4 (accompanied by an Opinion of Counsel having substantial experience in practice under the Securities Act and otherwise reasonably acceptable to the Lessee, addressed to the Lessee and the Pass Through Trustee and in form and substance satisfactory to the Lessee, to the effect that the transfer of such Restricted Certificate has been made in compliance with Rule 144), be exchanged for a new Certificate, of authorized denominations of a like aggregate Fractional Undivided Interest, which shall not bear the restrictive legend required by Section 3.1(c). The Pass Through Trustee shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the aforementioned Opinion of Counsel.

(c) Every Private Certificate and any interest therein shall be subject to the restrictions on transfer provided in the legend required to be set forth on the face of each Private Certificate pursuant to Section 3.1(d), and the Holder of each Private Certificate and any Private Certificate Owner in respect thereof, by its acquisition or acceptance thereof or of an interest therein, agrees to be bound by such restrictions on transfer.

(d) Upon surrender for registration of transfer of any Certificate that is not a Restricted Certificate at the Corporate Trust Office or such other office or agency, the Pass Through Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates, in authorized denominations of a like aggregate Fractional Undivided Interest.

(e) At the option of a Certificateholder, Certificates may be exchanged for other Certificates, in authorized denominations and of a like aggregate Fractional Undivided Interest, upon surrender of the Certificates to be exchanged at any such office or agency; provided , that a Restricted Certificate may only be exchanged for another Restricted Certificate, until such restrictions on such Restricted Certificate shall cease and terminate in accordance with the terms of Section 3.4(b). Whenever any Certificates are so surrendered for exchange, the Pass Through Trustee shall execute, authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Lessee and the Pass Through Trustee and the Registrar duly executed by the Certificateholder thereof or its attorney duly authorized in writing.

(f) No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Pass Through Trustee shall require payment of a sum sufficient to cover any tax or charge that may be imposed in connection with any transfer or exchange of Certificates.

(g) All Certificates surrendered for registration of transfer and exchange shall be canceled and disposed of in accordance with the usual practices of the Pass Through Trustee.

Section 3.5. Mutilated, Destroyed, Lost or Stolen Certificates . If any mutilated Certificate is surrendered to the Registrar, or the Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and in the case of such destruction, loss or theft, there is delivered to the Registrar, the Pass Through Trustee, the Lessee, the Guarantor and the Owner Lessors such security, indemnity or bond as may be required by them to protect each of them and the Pass Through Trust from any loss that any of them may suffer if a Certificate is replaced, then, in the absence of notice to the Registrar or the Pass Through Trustee that such Certificate has been acquired by a bona fide purchaser, the Pass Through Trustee, on behalf of the Pass Through Trust, shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like Fractional Undivided Interest with the same final Distribution Date. In connection with the issuance of any new Certificate under this Section 3.5, the Pass Through Trustee shall require the payment of a sum sufficient to cover any tax or other charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Pass Through Trustee and the Registrar) connected therewith; it being understood that the Lessee shall be under no obligation to provide an indemnity for any such payment. Any duplicate Certificate issued pursuant to this Section 3.5 shall constitute conclusive evidence of the appropriate Fractional Undivided Interest in the Pass Through Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

Section 3.6. Persons Deemed Owners . Prior to due presentation of a Certificate for registration of transfer, the Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the Registrar and any Paying Agent shall treat the person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 4.2 and for all other purposes whatsoever, and none of the Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the Registrar or any Paying Agent shall be affected by any notice to the contrary.

Section 3.7. Cancellation . All Certificates surrendered for payment, transfer or exchange shall, if surrendered to any Person a party hereto other than the Registrar, be delivered by such Person to the Registrar for cancellation. All Certificates so delivered shall be promptly cancelled by the Registrar. No Certificates shall be authenticated in lieu of or in exchange for any Certificates canceled as provided in this Section 3.7, except as expressly permitted by this Pass Through Trust Agreement. All canceled Certificates held by the Registrar shall be disposed of in accordance with the usual practice of the Pass Through Trustee and, if destroyed, a certification of their destruction shall be delivered to the Pass Through Trustee.

Section 3.8. Limitation of Liability for Payments . All payments or distributions made to Certificateholders under this Pass Through Trust Agreement shall be made only from the Trust Property and only to the extent that the Pass Through Trustee shall have received sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of Section 4. Each Holder of a Certificate, by its acceptance of such Certificate, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to the Holder thereof as provided in this Pass Through Trust Agreement. Nothing in

this Pass Through Trust Agreement shall be construed as an agreement, or otherwise creating an obligation, of (a) the Lessee, the Guarantor, any Owner Participant, the Pass Through Trust or the Pass Through Trustee to pay any of the principal, Make Whole Premium, if any, or interest due from time to time under the Lessor Notes, or (b) the Lessee, the Guarantor, the Pass Through Trust or the Pass Through Trustee to pay any amount due from time to time in respect of the Certificates. The liability of each Owner Lessor under the applicable Lessor Note shall be limited as set forth therein and in the Indenture under which such Lessor Note was issued.

Section 3.9. Book-Entry and Definitive Certificates.

(a) Except for Certificates issued to Institutional Accredited Investors which must be issued in the form of definitive, fully registered Certificates (“ Definitive Certificates ”), the Certificates will be issued in the form of one or more typewritten Certificates in fully registered form without coupons representing the Book-Entry Certificates to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Pass Through Trustee. The Certificates delivered to DTC shall initially be registered on the Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Certificates, except as provided above and in subsection (c) below. As to the Book-Entry Certificates, unless and until Definitive Certificates have been issued pursuant to subsection (c) below:

	(i) the provisions of this Section 3.9 shall be in full force and effect;

	(ii) the Lessee, the Guarantor, the Owner Lessors, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Certificates) as the authorized representative of the Certificate Owners;

	(iii) to the extent that the provisions of this Section 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any supplemental agreement amending this Section 3.9 as permitted by this Pass Through Trust Agreement), the provisions of this Section 3.9 shall control;

	(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants;

	(v) until Definitive Certificates are issued pursuant to subsection (c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions on the Certificates to such Clearing Agency Participants; and

	(vi) whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders holding Certificates evidencing a specified percentage of the Fractional Undivided Interests in the Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received

instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine (and shall incur no liability in connection with any determination of) whether the Clearing Agency has in fact received any such instructions.

(b) With respect to Book-Entry Certificates, whenever notice or other communication to the Certificateholders is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to subsection (c) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders to the Clearing Agency and/or the Clearing Agency Participants (and, upon receipt of a valid Certificate Owner Request to receive such notices and communications, to the Certificateholder or Certificate Owner making such request), and shall make available additional copies as reasonably requested by such Clearing Agency Participants.

(c) If with respect to the Certificates (i) the Lessee advises the Pass Through Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Lessee is unable to locate a qualified successor, (ii) the Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) at its option, advises the Pass Through Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency, (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates evidencing Fractional Undivided Interests aggregating a majority in interest in the Pass Through Trust, by Act of said Certificate Owners delivered to the Lessee and the Pass Through Trustee, advise the Lessee, the Owner Lessors, the Pass Through Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners or (iv) with the consent of the Lessee, upon the request of any Certificate Owner that beneficially owns at least $10,000,000 in aggregate amount of Certificates, then the Pass Through Trustee shall notify all Certificate Owners (except in the case of clause (iv)), through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Pass Through Trustee of all the Certificates (or, in the case of clause (iv) above, that portion attributable to such Certificate Owner) held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration of Definitive Certificates in the names of Certificate Owners (or, in the case of clause (iv) above, such requesting Certificate Owner), the Pass Through Trust shall issue and deliver the Definitive Certificates in accordance with the instructions of the Clearing Agency (including any legends on such Definitive Certificates as may have been applicable to the Certificates held by the Clearing Agency at such time). None of the Lessee, the Guarantor, the Owner Lessors, the Registrar, the Paying Agent or the Pass Through Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Pass Through Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholder hereunder. Neither the Lessee nor the Pass Through Trustee shall be liable if the Lessee is unable to locate a qualified successor Clearing Agency.

(d) The Certificates sold in offshore transactions in reliance on Regulation S under the Securities Act will be represented initially by one or more temporary Book-Entry Certificates, in definitive, fully registered form without interest coupons (collectively, the “ Temporary Regulation S Global Certificate ”) and will be deposited with the Pass Through Trustee as custodian for DTC and registered in the name of a nominee of DTC for the accounts of the Euroclear System (“ Euroclear ”) and Clearstream Banking, S.A. (“ Clearstream ”). Each Temporary Regulation S Global Certificate will be exchangeable for one or more permanent Book-Entry Certificates (collectively, the “ Permanent Regulation S Global Certificate ,” and together with the Temporary Regulation S Global Certificate, the “ Regulation S Global Certificate ”) on or after 40 days after the later of the commencement of the offering of the Certificates and the Issuance Date upon certification that the beneficial interests in such Book-Entry Certificate are owned by persons who are not U.S. persons as defined in Regulation S. Prior to the expiration of such 40-day period, beneficial interests in the Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream, and any resale or other transfer of such interests to U.S. persons shall not be permitted during such period unless such resale or transfer is made pursuant to Rule 144A or Regulation S under the Securities Act and in accordance with the certification requirements specified in Section 3.9(e). The aggregate original principal amount of the Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate original principal amount of a Definitive Certificate or the Restricted Global Certificate, as hereinafter provided.

(e) The Certificates sold in reliance on Rule 144A under the Securities Act will be represented by one or more Definitive Certificates restricted consistent with the provisions described in Section 3.1(c) (collectively, the “ Restricted Global Certificate ”). Prior to the 40th day after the later of the commencement of the offering of the Certificates and the Issuance Date, a beneficial interest in the Temporary Regulation S Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Restricted Global Certificate only upon receipt by the Pass Through Trustee of a written certification from the transferor (in the form of Exhibit C hereto) to the effect that such transfer is being made to a person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Beneficial interests in the Restricted Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Regulation S Global Certificate whether before, on or after such 40th day, only upon receipt by the Pass Through Trustee of a written certification (in the form of Exhibit C hereto) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act and, if such transfer occurs prior to such 40th day, the interest will be held immediately thereafter only through Euroclear or Clearstream. The aggregate initial principal amount of the Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of a Definitive Certificate or a Regulation S Global Certificate, as hereinafter provided.

(f) Any beneficial interest in one of the Book-Entry Certificates that is transferred to a person who takes delivery in the form of an interest in another Book-Entry Certificate will,

upon transfer, cease to be an interest in such first Book-Entry Certificate and become an interest in such other Book-Entry Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Certificate for so long as it remains such an interest. Upon the transfer of Definitive Certificates to a qualified institutional buyer or in accordance with Regulation S, such Definitive Certificates will be exchanged for an interest in a Book-Entry Certificate.

(g) Upon the transfer of a Definitive Certificate to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act, such Definitive Certificate will be exchanged for an interest in a Book-Entry Certificate upon surrender and cancellation of such Definitive Certificate in which case the interest in such Book-Entry Certificate shall be increased to the principal amount so transferred. Upon the transfer of a portion of a Definitive Certificate to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act, such Definitive Certificate will be exchanged for an interest in a Book-Entry Certificate, such Definitive Certificate shall be cancelled, and the Pass Through Trustee shall execute, authenticate and deliver to the transferring Holder a new Definitive Certificate representing the principal amount not so transferred. Upon the transfer of an interest in a Book-Entry Certificate to an Institutional Accredited Investor, such interest in such Book-Entry Certificate shall be exchanged for a Definitive Certificate, upon which the interests in such Book-Entry Certificate shall be reduced to the principal amount not so transferred, and the Pass Through Trustee shall execute, authenticate and deliver to the transferring Holder a new Definitive Certificate representing the principal amount so transferred.

(h) The Pass Through Trustee shall enter into a Letter of Representations with respect to the Certificates and fulfill its respective responsibilities thereunder.

(i) The Book-Entry Certificates shall be issued in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof.

(j) Upon request, any Certificateholder that (i) holds a Definitive Certificate and (ii) is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act may, with the consent of the Lessee, exchange such Definitive Certificate for an interest in a Book-Entry Certificate. Subject to Section 3.4, upon surrender by the Certificateholder of such Definitive Certificate, such Definitive Certificate shall be cancelled in exchange for an interest in a Book-Entry Certificate in which case the interest in such Book-Entry Certificate shall be increased to the principal amount so transferred; provided that the Certificateholder shall be permitted to provide the certification required under Section 3.4 and for purposes thereof shall be considered the transferee of the principal amount of the Definitive Certificates so transferred.

(k) In connection with a cancellation, decrease or increase in the aggregate principal amount of a Definitive Certificate, as provided in this Section 3.9, the aggregate principal amount of the Certificates held by the Clearing Agency or its nominee shall from time to time be increased or decreased, as the case may be, in a corresponding amount by adjustments made in the Register pursuant to Section 3.4 hereof.

Section 3.10. Form of Certification . In connection with any certificate contemplated by Section 3.4, relating to compliance with certain restrictions relating to transfers of Restricted

Certificates, such certification shall be provided substantially in the form of Exhibit C hereto, with only such changes as shall be reasonably approved by the Lessee and reasonably acceptable to the Pass Through Trustee.

SECTION 4. DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

Section 4.1. Certificate Account and Special Payments Account .

(a) The Pass Through Trust shall establish and maintain on behalf of the Certificateholders the Certificate Account with the Pass Through Trustee as one or more non-interest bearing accounts. The Pass Through Trustee shall hold the Certificate Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Pass Through Trust Agreement. On each day when a Scheduled Payment is made and identified as such under an Indenture to the Pass Through Trustee, as holder of the Lessor Notes issued under such Indenture, the Pass Through Trustee upon receipt shall immediately deposit the aggregate amount of such Scheduled Payment in the Certificate Account.

(b) The Pass Through Trust shall establish and maintain on behalf of the Certificateholders the Special Payments Account with the Pass Through Trustee as one or more accounts, which shall be non-interest bearing except as provided in Section 4.4. The Pass Through Trustee shall hold the Special Payments Account in trust for the benefit of the Certificateholders, and shall make or permit withdrawals therefrom only as provided in this Pass Through Trust Agreement. On each day when a Special Payment is made and identified as such under an Indenture to the Pass Through Trustee, as holder of the Lessor Note issued under such Indenture, the Pass Through Trustee shall immediately upon receipt deposit the aggregate amounts of such Special Payments in the Special Payments Account.

(c) The Pass Through Trustee shall present to each Indenture Trustee the applicable Lessor Notes on the date of their stated final maturity, or in the event any Lessor Note is to be prepaid in whole pursuant to an Indenture, on the applicable prepayment date under such Indenture.

Section 4.2. Distributions from Certificate Account and Special Payments Account.

(a) On each Distribution Date if the Pass Through Trustee receives payment of the Scheduled Payments due on a Lessor Note on such date by 1:00 p.m., New York time, on such date, the Pass Through Trustee shall distribute out of the Certificate Account the entire amount deposited therein pursuant to Section 4.1(a). If a Scheduled Payment is received by the Pass Through Trustee after 1:00 p.m., New York time, on a Distribution Date, such payment shall be distributed on the next Business Day. If a Scheduled Payment is not received by the Pass Through Trustee on a Distribution Date but is received prior to the time such payment would become a Special Payment, such payment shall be distributed (i) on the date received, if received by 1:00 p.m., New York time, on such date or (ii) on the next Business Day, if received after 1:00 p.m., New York time, on such date. There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Distribution Date (other than as provided in Section 10 concerning the final distribution) (i) if (A) DTC is the Certificateholder of record, or

(B) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $10,000,000 or (C) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $1,000,000 and so requests to the Pass Through Trustee, by wire transfer in immediately available funds to an account maintained by such Certificateholder with a bank, or (ii) if none of the above apply, by check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder’s pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Certificate Account.

(b) On each Special Distribution Date with respect to any Special Payment if the Pass Through Trustee receives the Special Payments due on the required date by 1:00 p.m., New York time, on such date, the Pass Through Trustee shall distribute out of the Special Payments Account the entire amount deposited therein with respect to such Special Payment pursuant to this Section 4.2(b). The Pass Through Trustee shall make such distribution on a pro rata basis among the Certificateholders. If a Special Payment is received by the Pass Through Trustee after 1:00 p.m., New York time, on a Special Distribution Date, such payment shall be distributed on the next Business Day. If a Special Payment is not received by the Pass Through Trustee on a Special Distribution Date, such payment shall be distributed (i) on the date received, if received by 1:00 p.m., New York time, on such date or (ii) on the next Business Day, if received after 1:00 p.m., New York time, on such date. There shall be so distributed to each Certificateholder of record on the Record Date with respect to such Special Distribution Date (other than as provided in Section 10 concerning the final distribution) (i) if (A) DTC is the Certificateholder of record, or (B) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $10,000,000 or (C) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $1,000,000 and so requests to the Pass Through Trustee, by wire transfer in immediately available funds to an account maintained by the Certificateholder with a bank, or (ii) if none of the above apply, by check mailed to such Certificateholder at the address appearing in the Register, such Certificateholder’s pro rata share (based on the aggregate Fractional Undivided Interest held by such Certificateholder) of the aggregate amount in the Special Payments Account on account of such Special Payment.

(c) The Pass Through Trustee shall, at the expense of the Lessee, cause notice of each Special Payment to be mailed to (i) each Certificateholder, at the address of such Certificateholder as it appears in the Register, and (ii) any Certificate Owner who has made a valid Certificate Owner Request with respect thereto, at the address specified in such Certificate Owner Request. In the event of prepayment of a Lessor Note, such notice shall be mailed not less than 20 days prior to the date any such Special Payment is scheduled to be distributed. In the case of any other Special Payments, such notice shall be mailed as soon as practicable after the Pass Through Trustee has confirmed that it has received funds for such Special Payment. Notices mailed by the Pass Through Trustee shall set forth:

	(i) the Special Distribution Date and the Record Date therefor (except as otherwise provided in Section 10);

	(ii) the amount of the Special Payment per $1,000 of face amount of Certificates and the amount thereof constituting principal, Make Whole Premium, if any, and interest with respect to such Lessor Note;

	(iii) the reason for the Special Payment; and

	(iv) if the Special Distribution Date is the same date as a Distribution Date, the total amount to be received on such date per $1,000 of face amount of Certificates.

If the amount of Make Whole Premium, if any, payable upon the prepayment of a Lessor Note has not been calculated at the time that the Pass Through Trustee mails notice of a Special Payment, it shall be sufficient if the notice sets forth the other amounts to be distributed and states that any Make Whole Premium received will also be distributed.

Section 4.3. Statements to Certificateholders.

(a) On each Distribution Date and Special Distribution Date, the Pass Through Trustee will include with each distribution to (x) the Certificateholders and (y) any Certificate Owner who has made a valid Certificate Owner Request with respect thereto and provided the Pass Through Trustee with such pertinent information as the Pass Through Trustee shall reasonably request, at the address specified in such Certificate Owner Request, a statement, giving effect to such distribution to be made on such date, setting forth the following information (per a $1,000 face amount Certificate):

	(i) the amount of such distribution allocable to principal, the amount allocable to Make Whole Premium, if any; and

	(ii) the amount of such distribution allocable to interest;

	in each case, with respect to the Lessor Note.

(b) Within a reasonable period of time after the end of each calendar year, but not later than the latest date permitted by law, the Pass Through Trustee shall furnish (i) to each Person who at any time during such calendar year was a Certificateholder and (ii) to any Person who at any time during such calendar year was a Certificate Owner who has made a valid Certificate Owner Request with respect thereto and provided the Pass Through Trustee with such pertinent information as the Pass Through Trustee shall reasonably request, a statement containing the sum of the amounts determined pursuant to clauses (a)(i) and (a)(ii) of this Section 4.3 with respect to the Pass Through Trust for such calendar year or, in the event such Person was a Certificateholder or Certificate Owner during a portion of such calendar year, for the applicable portion of such year, and such other items as are readily available to the Pass Through Trustee and which a Certificateholder or such Certificate Owner shall reasonably request as necessary for the purpose of such Certificateholder’s or Certificate Owner’s preparation of its Federal income tax returns.

(c) The Pass Through Trustee shall prepare these reports based on information the DTC Participants and the Certificate Owners supply to the Pass Through Trustee when the Pass Through Certificates are not issued in definitive form.

Section 4.4. Investment of Special Payment Moneys . Any money received by the Pass Through Trustee pursuant to Section 4.1(b) representing a Special Payment which is not to be

promptly distributed shall, to the extent practicable, be invested in Permitted Government Investments by the Pass Through Trustee pending distribution of such Special Payment pursuant to Section 4.2. Any investment made pursuant to this Section 4.4 shall be in such Permitted Government Investments having maturities not later than the date that such moneys are required to be paid to make the payment required under Section 4.2 on the applicable Special Distribution Date, and the Pass Through Trustee shall hold any such Permitted Government Investments until maturity. The Pass Through Trustee shall have no liability with respect to any investment made pursuant to this Section 4.4, other than by reason of the willful misconduct, gross negligence or simple negligence in the handling of funds of the Pass Through Trustee. All income and earnings from such investments shall be distributed on such Special Distribution Date as part of such Special Payment.

SECTION 5. DEFAULT

Section 5.1. Indenture Events of Default.

With respect to any Lessor Note, if any Indenture Event of Default under the applicable Indenture (an “ Event of Default ”) shall occur and be continuing, then, and in each and every case, so long as such Indenture Event of Default shall be continuing, and upon the Direction of the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)), the Pass Through Trustee shall vote a corresponding majority of the total outstanding principal amount of Lessor Notes, in favor of directing the applicable Indenture Trustee to declare the unpaid principal amount of such Lessor Notes then outstanding and accrued interest thereon to be due and payable under, and, to the extent permitted by and in accordance with the provisions of such Indenture, in favor of directing the applicable Indenture Trustee to exercise the remedies provided in such Indenture and consistent with the terms of such Indenture.

In addition, after an Event of Default shall have occurred and be continuing, the Pass Through Trustee may in its discretion, and upon the Direction of the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)), shall, by such officer or agent as it may appoint, sell, convey, transfer and deliver all or a portion of such Lessor Note or Lessor Notes issued under the Indenture with respect to which the Event of Default has occurred, without recourse to or warranty by the Pass Through Trustee or any Certificateholders, to any Person. In any such case, the Pass Through Trustee shall sell, assign, contract to sell or otherwise dispose of and deliver such Lessor Note or Lessor Notes in one or more parcels at public or private sale or sales, at any location or locations at the option of the Pass Through Trustee, all upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem advisable, for cash. The Pass Through Trustee shall give notice to the Lessee and the applicable Owner Lessor promptly after any such sale.

Section 5.2. Incidents of Sale of Lessor Note . Upon any sale of all or any part of the Lessor Notes made either under the power of sale given under this Pass Through Trust

Agreement or otherwise for the enforcement of this Pass Through Trust Agreement, the following shall be applicable:

(a) Certificateholders and Pass Through Trustee May Purchase Lessor Notes . Any Certificateholder, the Pass Through Trustee in its individual or any other capacity or any other Person may bid for and purchase any of the Lessor Notes and, upon compliance with the terms of sale, may hold, retain, possess and dispose of such Lessor Notes in its own absolute right without further accountability.

(b) Receipt of Funds by Pass Through Trustee Shall Discharge Purchaser . The receipt of immediately available funds by the Pass Through Trustee or the officer or agent appointed by the Pass Through Trustee shall be a sufficient discharge to any purchaser for its purchase money, and, after paying such purchase money and receiving such receipt, such purchaser or its personal representative or assigns shall not be obliged to see to the application of such purchase money, or be in any way answerable for any loss, misapplication or non-application thereof.

(c) Application of Moneys Received upon Sale . Any moneys collected by the Pass Through Trustee, upon any sale made either under the power of sale given by this Pass Through Trust Agreement or otherwise for the enforcement of this Pass Through Trust Agreement, shall be applied as provided in Section 4.2.

Section 5.3. Judicial Proceedings Instituted by Pass Through Trustee.

(a) Pass Through Trustee May Bring Suit . If there shall be a failure to make payment of the principal of, Make Whole Premium, if any, or interest on any Lessor Note, or if there shall be any failure to pay Rent under the applicable Facility Lease when due and payable, then the Pass Through Trustee, in its own name, and as trustee of an express trust, as holder of such Lessor Notes shall be, to the extent permitted by and in accordance with the terms of the Operative Documents, entitled and empowered (but not obligated) to institute any suits, actions or proceedings at law, in equity or otherwise, for the collection of the sums so due and unpaid on such Lessor Notes or under the applicable Facility Lease and may prosecute any such claim or proceeding to judgment or final decree with respect to the whole amount of any such sums so due and unpaid; subject, however , to the limitations of liability set forth in such Lessor Notes and the other Operative Documents.

(b) Pass Through Trustee May File Proofs of Claim; Appointment of Pass Through Trustee as Attorney-in-Fact in Judicial Proceedings . The Pass Through Trustee in its own name, or as trustee of an express trust, or as attorney-in-fact for the Certificateholders, or in any one or more of such capacities (irrespective of whether distributions on the Certificates shall then be due and payable, or the payment of the principal on any Lessor Notes shall then be due and payable, as therein expressed or by declaration or otherwise and irrespective of whether the Pass Through Trustee shall have made any demand to the applicable Indenture Trustee for the payment of overdue principal, Make Whole Premium (if any), interest on any Lessor Notes), shall, subject to the terms of the Operative Documents, be entitled and empowered to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Pass Through Trustee and of the Certificateholders allowed in any receivership,

insolvency, bankruptcy, liquidation, readjustment, reorganization or any other judicial proceedings relative to the Lessee, the Guarantor, any Owner Lessor or any Owner Participant, or their respective creditors or property. Subject to the terms of the Operative Documents, any receiver, assignee, trustee, liquidator or sequestrator (or similar official) in any such judicial proceeding is hereby authorized by each Certificateholder to make payments in respect of such claim to the Pass Through Trustee, and in the event that the Pass Through Trustee shall consent to the making of such payments directly to the Certificateholders, to pay to the Pass Through Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Pass Through Trustee, its agents and counsel. Subject to Section 5.4, nothing contained in this Pass Through Trust Agreement shall be deemed to give to the Pass Through Trustee any right to accept or consent to any plan of reorganization or otherwise by action of any character in any such proceeding to waive or change in any way any right of any Certificateholder.

Section 5.4. Control by Certificateholders . The Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)) shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Pass Through Trustee, or exercising any trust or power conferred upon the Pass Through Trustee, under this Pass Through Trust Agreement, including any right of the Pass Through Trustee as holder of the Lessor Notes, provided that:

(a) such Direction shall not be in conflict with any rule of law or with this Pass Through Trust Agreement and would not involve the Pass Through Trustee in personal liability or expense;

(b) the Pass Through Trustee shall not determine that the action so directed would expose it to personal liability;

(c) the Pass Through Trustee may take any other action deemed proper by the Pass Through Trustee which is not inconsistent with such Direction;

(d) such Holders shall have provided to the Pass Through Trustee security or indemnity in manner and form reasonably satisfactory to the Pass Through Trustee against the costs, expenses or liabilities which may be incurred thereby; and

(e) if an Event of Default shall have occurred and be continuing, such Direction shall not obligate the Pass Through Trustee to vote more than a corresponding majority of the Lessor Notes held by the Pass Through Trust in favor of directing any action by the applicable Indenture Trustee with respect to such Event of Default.

Section 5.5. Waiver of Defaults . The Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)) may on behalf of the Certificateholders of all the Certificates waive any Default hereunder and its consequences or may instruct the Pass Through Trustee to vote a corresponding majority of the Lessor Notes in favor of waiving any default under an Indenture and its consequences, except

a default in the payment of the principal of, Make Whole Premium, if any, or interest on any Lessor Notes, or a default in respect of a covenant or provision hereof which under Section 9 cannot be modified or amended without the consent of each Certificateholder affected.

Upon any such waiver, such Default shall cease to exist with respect to this Pass Through Trust Agreement, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Pass Through Trust Agreement and any direction given by the Pass Through Trustee on behalf of such Holders to the applicable Indenture Trustee shall be annulled with respect thereto; but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon. Upon any such waiver with respect to a Default under an Indenture, the Pass Through Trustee shall vote a corresponding majority of the Lessor Notes issued under the applicable Indenture held in the Pass Through Trust to waive the corresponding Default under the Indenture or Event of Default.

With respect to consents, approvals, waivers and authorizations which under the terms of Section 8 of an Indenture may be given by the applicable Indenture Trustee without the necessity of the consent of any of the holders of the Lessor Notes issued with respect to such Indenture, no consent, approval, waiver or authorization shall be required hereunder on the part of the Pass Through Trustee or the Certificateholders.

Section 5.6. Undertaking to Pay Court Costs . All parties to this Pass Through Trust Agreement, and each Certificateholder by its acceptance of a Certificate, shall be deemed to have agreed that any court may in its discretion require, in any suit, action or proceeding for the enforcement of any right or remedy under this Pass Through Trust Agreement, or in any suit, action or proceeding against the Pass Through Trustee for any action taken or omitted by it as Pass Through Trustee hereunder, the filing by any party litigant in such suit, action or proceeding of an undertaking to pay the costs of such suit, action or proceeding, and that such court may, in its discretion, assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, action or proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; provided, however , that the provisions of this Section 5.6 shall not apply to (a) any suit, action or proceeding instituted by any Holder, or group of Holders, holding in the aggregate Certificates evidencing Fractional Undivided Interests aggregating more than 10% of the Pass Through Trust, (b) any suit, action or proceeding instituted by any Certificateholder for the enforcement of the distribution of payments pursuant to Section 4.2 on or after the respective due dates expressed herein or (c) any suit, action or proceeding instituted by the Pass Through Trustee.

Section 5.7. Right of Certificateholders to Receive Payments Not to Be Impaired . Anything in this Pass Through Trust Agreement to the contrary notwithstanding, but subject to Section 3.8, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.2 on the Certificates when due, or to institute suit for the enforcement of any such payment on or after the applicable Distribution Date or Special Distribution Date, shall not be impaired or affected without the consent of such Certificateholder.

Section 5.8. Certificateholders May Not Bring Suit Except Under Certain Conditions . A Certificateholder shall not have the right to institute any suit, action or proceeding at law or in equity or otherwise with respect to this Pass Through Trust Agreement, for the appointment of a

receiver or for the enforcement of any other remedy under this Pass Through Trust Agreement, unless:

(a) such Certificateholder previously shall have given written notice to the Pass Through Trustee of a continuing Event of Default;

(b) the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)) shall have requested the Pass Through Trustee in writing to institute such suit, action or proceeding and shall have offered to the Pass Through Trustee indemnity as provided in Section 6.3(e);

(c) the Pass Through Trustee shall have refused or neglected to institute any such suit, action or proceeding for 60 days after receipt of such notice, request and offer of indemnity; and

(d) no Direction inconsistent with such written request has been given to the Pass Through Trustee during such 60-day period by the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)).

It is understood and intended that no one or more of the Certificateholders shall have any right in any manner whatever hereunder or under the Certificates to (i) surrender, impair, waive, affect, disturb or prejudice any property in the Trust Property or the lien of any Indenture on any property subject thereto, or the rights of the Certificateholders or the holders of the Lessor Notes, (ii) obtain or seek to obtain priority over or preference to any other such Holder, or (iii) enforce any right under this Pass Through Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all the Certificateholders subject to the provisions of this Pass Through Trust Agreement.

Section 5.9. Remedies Cumulative . Every remedy given hereunder to the Pass Through Trustee or to any of the Certificateholders shall not be exclusive of any other remedy or remedies, and every such remedy shall be cumulative and in addition to every other remedy given hereunder or now or hereafter given by statute, law, equity or otherwise.

SECTION 6. THE PASS THROUGH TRUSTEE

Section 6.1. Certain Duties and Responsibilities.

(a) Prior to an Event of Default of which a Responsible Officer of the Pass Through Trustee has Actual Knowledge:

	(i) the Pass Through Trustee shall not be liable except for the performance of such duties as are specifically set out in this Pass Through Trust Agreement; and

	(ii) the Pass Through Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, in the

absence of bad faith on the part of the Pass Through Trustee, upon Officer’s Certificates or Opinions of Counsel conforming to the requirements of this Pass Through Trust Agreement;

but the Pass Through Trustee shall, at any time that the Certificates shall be subject to the Trust Indenture Act, examine any evidence furnished to it pursuant to this Pass Through Trust Agreement or Section 314 of the Trust Indenture Act to determine whether or not such evidence conforms to the requirements of this Pass Through Trust Agreement; provided, however, that the Pass Through Trustee shall not be responsible for the accuracy or content of such evidence.

(b) In case an Event of Default has occurred and is continuing, (i) the Pass Through Trustee shall exercise each of the rights and powers vested in it by this Pass Through Trust Agreement and (ii) upon receipt of a Direction of the Certificateholders pursuant to Section 5, the Pass Through Trustee shall use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of his own affairs; provided , that nothing in clause (ii) shall be construed to impose liability on the Pass Through Trustee except in the case of its own negligence.

(c) No provision of this Pass Through Trust Agreement shall be construed to relieve the Pass Through Trustee from liability for its own negligence, its own bad faith or its own willful misconduct, except that:

	(i) this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section 6.1;

	(ii) the Pass Through Trustee shall not be liable in its individual capacity for any error of judgment made in good faith by a Responsible Officer of the Pass Through Trustee, unless it shall be proved that the Pass Through Trustee was negligent in ascertaining the pertinent facts; and

	(iii) the Pass Through Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the Direction of the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)) (A) relating to the time, method and place of conducting any proceeding for any remedy available to the Pass Through Trustee, or (B) exercising any trust or power conferred upon the Pass Through Trustee, under this Pass Through Trust Agreement.

(d) Whether or not herein expressly so provided, every provision of this Pass Through Trust Agreement relating to the conduct or affecting the liability of or affording protection to the Pass Through Trustee shall be subject to the provisions of this Section 6.1.

Section 6.2. Notice of Defaults . The Pass Through Trustee shall give to the Certificateholders, the Lessee, the applicable Owner Lessor and the applicable Indenture Trustee in accordance with Section 12.4, notice of all Defaults actually known to a Responsible Officer of the Pass Through Trustee within 10 Business Days after the occurrence thereof; provided,

however , that, except in the case of a Default in the payment of the principal of, Make Whole Premium, if any, or interest on any Lessor Note, the Pass Through Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors or Responsible Officers of the Pass Through Trustee in good faith determine that the withholding of such notice is in the interests of the Certificateholders and the Certificate Owners.

Section 6.3. Certain Rights of Pass Through Trustee . Except as otherwise provided in Section 7.1:

(a) the Pass Through Trustee may rely and shall be protected in acting or refraining from acting in reliance upon any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) any request or direction of the Lessee, the Guarantor, the applicable Owner Lessor or the applicable Indenture Trustee mentioned herein shall be sufficiently evidenced by a Request;

(c) whenever in the administration of this Pass Through Trust Agreement the Pass Through Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Pass Through Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate of the Lessee, the Guarantor, the applicable Owner Lessor or the applicable Indenture Trustee;

(d) the Pass Through Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(e) the Pass Through Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Pass Through Trust Agreement at the request or direction of any of the Certificateholders pursuant to this Pass Through Trust Agreement, unless such Certificateholders shall have provided to the Pass Through Trustee reasonable security or indemnity in manner and form reasonably satisfactory to the Pass Through Trustee against the cost, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(f) the Pass Through Trustee shall not be bound to make any investigation into the facts or matters stated in any Act, Direction, resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document;

(g) the Pass Through Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys, and the Pass

Through Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed by it hereunder with due care;

(h) the Pass Through Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion of rights or powers conferred upon it by this Pass Through Trust Agreement;

(i) the right of the Pass Through Trustee to perform any discretionary act enumerated in this Pass Through Trust Agreement shall not be construed as a duty, and the Pass Through Trustee shall not be answerable for other than its negligence, bad faith or willful misconduct in the performance of such act;

(j) the Pass Through Trustee shall not be required to give any bond or surety in respect of the execution of the trust fund created hereby or the powers granted hereunder; and

(k) the Pass Through Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to it hereunder or to record this Pass Through Trust Agreement.

Section 6.4. Not Responsible for Recitals; Issuance of Certificates . The recitals contained herein and in the Certificates, except the certificates of authentication, shall not be taken as the statements of the Pass Through Trustee, and the Pass Through Trustee assumes no responsibility for their correctness. The Pass Through Trustee makes no representations as to the validity or sufficiency of this Pass Through Trust Agreement, the Lessor Notes, the Certificates, the other Operative Documents or the collateral securing the Lessor Notes, except that the Pass Through Trustee hereby represents and warrants that this Pass Through Trust Agreement has been, and each Certificate will be, executed and delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf.

Section 6.5. May Hold Certificates . The Pass Through Trustee, any Paying Agent, Registrar or any other agent or any affiliate thereof, each in its respective individual or any other capacity, may become the owner or pledgee of Certificates and may otherwise deal with the Lessee, the Guarantor, any Owner Lessor, any Owner Participant or any Indenture Trustee with the same rights it would have if it were not the Pass Through Trustee, Paying Agent, Registrar or such other agent, subject to Section 6.8 in the case of the Pass Through Trustee.

Section 6.6. Money Held in Pass Through Trust . Money held by the Pass Through Trustee or the Paying Agent in trust hereunder need not be segregated from other funds except to the extent required herein or by law and neither the Pass Through Trustee nor the Paying Agent shall have any liability for interest upon any such moneys except as provided for herein.

Section 6.7. Compensation, Reimbursement and Indemnification . The Lessee agrees:

(a) to pay, or cause to be paid, to the Pass Through Trustee from time to time the compensation separately agreed to by the Pass Through Trustee and the Lessee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); and

(b) except as otherwise expressly provided herein, to reimburse, or cause to be reimbursed, the Pass Through Trustee upon its request for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Pass Through Trustee in accordance with any provision of this Pass Through Trust Agreement (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith.

In addition, the Pass Through Trustee shall be entitled to reimbursement from, and shall have a lien prior to the Certificates upon, all property and funds held or collected by the Pass Through Trustee in its capacity as Pass Through Trustee for any tax incurred without negligence, bad faith or willful misconduct, on its part, arising out of or in connection with the acceptance or administration of this Pass Through Trust (other than any tax attributable to the Pass Through Trustee’s compensation for serving as such), including any costs and expenses incurred in contesting the imposition of any such tax. If the Pass Through Trustee reimburses itself for any such tax, it will within 30 days mail a brief report setting for the circumstances thereof to all Certificateholders as their names and addresses appear in the Register.

Section 6.8. Corporate Trustee Required; Eligibility . There shall at all times be a Pass Through Trustee hereunder which shall be (a) a corporation organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $150,000,000, (b) a direct or indirect subsidiary of a corporation which has a combined capital and surplus of at least $150,000,000 provided such corporation fully and unconditionally guarantees the performance of the obligations of such trust company or bank as Pass Through Trustee, or (c) a member of a bank holding company group having a combined capital and surplus of at least $150,000,000 provided the parent of such bank holding company group or a member which itself has a combined capital and surplus of at least $150,000,000 fully and unconditionally guarantees the performance of the obligations of such trust company or bank, and subject to supervision or examination by Federal or state authority. If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 6.8, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

Section 6.9. Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Pass Through Trustee and no appointment of a successor Pass Through Trustee pursuant to this Section 6.9 shall become effective until the acceptance of appointment by the successor Pass Through Trustee under Section 6.10.

(b) The Pass Through Trustee may resign at any time by giving written notice thereof to the Lessee, the Authorized Agents, the Owner Lessors, the Owner Participants and the Indenture Trustees. If an instrument of acceptance by a successor Pass Through Trustee shall not have been delivered to the Lessee, the Owner Lessors, the Owner Participants and the Indenture Trustees within 30 days after the giving of such notice of resignation, the resigning Pass Through Trustee may petition any court of competent jurisdiction for the appointment of a successor Pass Through Trustee.

(c) The Pass Through Trustee may be removed at any time by Act of the Holders holding Certificates evidencing Fractional Undivided Interests aggregating a majority in interest in the Pass Through Trust delivered to the Pass Through Trustee and to the Lessee, the Owner Lessors and the Indenture Trustees.

(d) If at any time:

	(i) the Pass Through Trustee fails to, at any time that the Certificates shall be subject to the Trust Indenture Act, comply with the requirements of Section 310 of the Trust Indenture Act after written request for such compliance by a Certificateholder that has been a bona fide Certificateholder for at least six months; or

	(ii) the Pass Through Trustee shall cease to be eligible under Section 6.8 hereof and shall fail to resign after written request therefor by the Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) or by any such Certificateholder; or

	(iii) the Pass Through Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Pass Through Trustee or of its property shall be appointed or any public officer shall take charge or control of the Pass Through Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation;

then, in any case, (x) the Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor), may remove the Pass Through Trustee or (y) subject to Section 5.6 hereof, any Certificateholder who has been a bona fide Holder of a Certificate for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Pass Through Trustee and the appointment of a successor Pass Through Trustee.

(e) If a Responsible Officer of the Pass Through Trustee shall obtain Actual Knowledge of an Avoidable Tax (as hereinafter defined) which has been or is likely to be asserted, the Pass Through Trustee shall promptly notify the Lessee and the applicable Owner Lessor thereof and shall, within 30 days of such notification, resign hereunder unless within such 30-day period the Pass Through Trustee shall have received notice that the Lessee or the applicable Owner Lessor has agreed to pay such tax. The Lessee shall promptly appoint a successor Pass Through Trustee in a jurisdiction where there are no Avoidable Taxes. As used herein an “ Avoidable Tax ” means a state or local tax: (i) upon (A) the Pass Through Trust, (B) the Trust Property, (C) Holders of the Certificates or (D) the Pass Through Trustee for which the Pass Through Trustee is entitled to seek reimbursement from the Trust Property, and (ii) that would be avoided if the Pass Through Trustee were located in another state, or jurisdiction within a state, within the United States. A tax shall not be an Avoidable Tax if the Lessee or the Owner Lessors shall agree to pay, and shall pay, such tax.

(f) If the Pass Through Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of the Pass Through Trustee for any cause, the

Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) shall promptly appoint a successor Pass Through Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Pass Through Trustee shall be appointed by Act of the Holders holding Certificates evidencing Fractional Undivided Interests aggregating a majority in interest in the Pass Through Trust, delivered to the Lessee, the Owner Lessors, the Owner Participants, the Indenture Trustees and the retiring Pass Through Trustee, the successor Pass Through Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Pass Through Trustee and supersede the successor Pass Through Trustee appointed as provided above. If no successor Pass Through Trustee shall have been so appointed as provided above and accepted appointment in the manner hereinafter provided, any Certificateholder who has been a bona fide Holder of a Certificate for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Pass Through Trustee.

(g) The successor Pass Through Trustee shall give notice of the resignation and removal of the Pass Through Trustee and appointment of the successor Pass Through Trustee by mailing written notice of such event by first-class mail, postage prepaid, to the Holders of Certificates as their names and addresses appear in the Register. Each notice shall include the name of such successor trustee and the address of its Corporate Trust Office.

Section 6.10. Acceptance of Appointment by Successor . Every successor Pass Through Trustee appointed hereunder shall execute, acknowledge and deliver to the Lessee, the Owner Lessors and to the retiring Pass Through Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Pass Through Trustee shall become effective and such successor Pass Through Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Pass Through Trustee; but, on request of the Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) to the successor Pass Through Trustee, such retiring Pass Through Trustee shall execute and deliver an instrument transferring to such successor Pass Through Trustee all the rights, powers and trusts of the retiring Pass Through Trustee and shall duly assign, transfer and deliver to such successor Pass Through Trustee all property and money held by such retiring Pass Through Trustee hereunder. Upon request of any such successor Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the retiring Pass Through Trustee and such successor Pass Through Trustee shall execute and deliver any and all instruments containing such provisions as shall be necessary or desirable to transfer and confirm to, and for more fully and certainly vesting in, such successor Pass Through Trustee all such rights, powers and trusts.

No successor Pass Through Trustee shall accept its appointment unless at the time of such acceptance such successor Pass Through Trustee shall be qualified and eligible under Section 6.8.

Section 6.11. Merger, Conversion, Consolidation or Succession to Business . Any Person into which the Pass Through Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Pass Through Trustee shall be a party, or any Person succeeding to all or substantially all of

the corporate trust business of the Pass Through Trustee, shall be the successor of the Pass Through Trustee hereunder, provided such Person shall be otherwise qualified and eligible under Section 6.8, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Certificates shall have been authenticated, but not delivered, by the Pass Through Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Pass Through Trustee may adopt such authentication and deliver the Certificates so authenticated with the same effect as if such successor Pass Through Trustee had itself authenticated such Certificates.

Section 6.12. Maintenance of Agencies.

(a) There shall at all times be maintained in the Borough of Manhattan, The City of New York, an office or agency where Certificates may be presented or surrendered for registration of transfer or for exchange, and for payment thereof and where notices and demands to or upon the Pass Through Trustee in respect of the Certificates or of this Pass Through Trust Agreement may be served. Written notice of the location of each such other office or agency and of any change of location thereof shall be given by the Pass Through Trustee to the Lessee, the Owner Lessors, the Owner Participants, the Indenture Trustees and the Certificateholders. In the event that no such office or agency shall be maintained or no such notice of location or of change of location shall be given, presentations and demands may be made and notices may be served at the Corporate Trust Office of the Pass Through Trustee.

(b) There shall at all times be a Registrar and a Paying Agent hereunder. Each such Authorized Agent shall be a bank or trust company, shall be (i) a corporation organized and doing business under the laws of the United States or any state, with a combined capital and surplus of at least $150,000,000, (ii) a direct or indirect subsidiary of a corporation which has a combined capital and surplus of at least $150,000,000 provided such corporation fully and unconditionally guarantees the performance of the obligations of such trust company or bank as Authorized Agent, or (iii) a member of a bank holding company group having a combined capital and surplus of at least $150,000,000 provided the parent of such bank holding company group or a member which itself has a combined capital and surplus of at least $150,000,000 fully and unconditionally guarantees the performance of the obligations of such trust company or bank, and shall be authorized under such laws to exercise corporate trust powers, subject to supervision by Federal or state authorities. The Pass Through Trustee shall initially be the Paying Agent and, as provided in Section 3.4, Registrar hereunder. Each Registrar shall furnish to the Pass Through Trustee (unless they are the same entity), at stated intervals of not more than six months, and at such other times as the Pass Through Trustee may request in writing, a copy of the Register.

(c) Any Person into which any Authorized Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any Person succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor Person is otherwise eligible under this Section 6.12, without the execution or filing of any paper or any further act on the part of the parties hereto or such Authorized Agent or such successor Person.

(d) Any Authorized Agent may at any time resign by giving written notice of resignation to the Pass Through Trustee, the Lessee, the Owner Lessors, the Owner Participants and the Indenture Trustees. The Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) in the case of the Paying Agent, or the Owner Lessors in the case of the Registrar, may, and at the request of the Pass Through Trustee shall, at any time terminate the agency of any Authorized Agent by giving written notice of termination to such Authorized Agent and to the Pass Through Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 6.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed), the Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) in the case of the Paying Agent, or the Owner Lessors in the case of the Registrar, shall promptly appoint one or more qualified successor Authorized Agents reasonably satisfactory to the Pass Through Trustee, to perform the functions of the Authorized Agent which has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 6.12. The Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) in the case of the Paying Agent, or the Owner Lessors in the case of the Registrar, shall give written notice of any such appointment made by them to the Pass Through Trustee, the Lessee and the Indenture Trustees; and in each case the Pass Through Trustee shall mail notice of such appointment to all Holders as their names and addresses appear on the Register.

(e) The Lessee agrees to pay, or cause to be paid, from time to time to each Authorized Agent the compensation as set forth in the schedule agreed to by each Authorized Agent and the Lessee for its services and to reimburse it for its reasonable expenses.

Section 6.13. Money for Certificate Payments to Be Held in Trust . All moneys deposited with any Paying Agent for the purpose of any payment on Certificates shall be deposited in a non-interest bearing account and held in trust for the benefit of the Holders of the Certificates entitled to such payment, subject to the provisions of this Section 6.13. Moneys so deposited and held in trust shall constitute a separate trust fund for the benefit of the Holders of the Certificates with respect to which such money was deposited.

The Pass Through Trustee will cause each Paying Agent other than the Pass Through Trustee to execute and deliver to it an instrument in which such Paying Agent shall agree with the Pass Through Trustee, subject to the provisions of this Section 6.13, that such Paying Agent will:

(a) hold all sums held by it for payments on Certificates in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(b) give the Pass Through Trustee notice in writing of any default by any obligor upon a Lessor Note in the making of any such payment; and

(c) at any time during the continuation of any such default, upon the written request of the Pass Through Trustee, forthwith pay to the Pass Through Trustee all sums so held in trust by such Paying Agent.

The Pass Through Trustee may at any time, for the purpose of obtaining the satisfaction and discharge of this Pass Through Trust Agreement or for any other purpose, direct any Paying Agent to pay to the Pass Through Trustee all sums held in trust by such Paying Agent, such sums to be held by the Pass Through Trustee upon the same trusts as those upon which such sums were held by such Paying Agent; and, upon such payment by any Paying Agent to the Pass Through Trustee, such Paying Agent shall be released from all further liability with respect to such money.

Section 6.14. Registration of Lessor Notes in Pass Through Trustee’s Name . The Pass Through Trustee agrees that all Lessor Notes and all Permitted Government Investments, if any, shall be issued in the name of the Pass Through Trustee or its nominee and held by the Pass Through Trustee, or, if not so held, the Pass Through Trustee or its nominee shall be reflected as the owner of such Lessor Notes or Permitted Government Investments, as the case may be, in the register of the issuer of such Lessor Note or Permitted Government Investments under the applicable provisions of the Uniform Commercial Code in effect where the Pass Through Trustee holds such Lessor Notes or Permitted Government Investments, or other applicable law then in effect.

Section 6.15. Withholding Taxes; Information Reporting . The Pass Through Trustee, as trustee, shall exclude and withhold from each distribution of principal, Make Whole Premium, if any, or interest on the Lessor Notes, and other amounts due hereunder or under the Certificates any and all withholding taxes applicable thereto as required by law. The Pass Through Trustee agrees (a) to act as such withholding agent and, in connection therewith, whenever any present or future taxes or similar charges are required to be withheld with respect to any amounts payable in respect of the Certificates, to withhold such amounts and timely pay the same to the appropriate authority in the name of and on behalf of the Holders of the Certificates, (b) that it will file any necessary withholding tax returns or statements when due, and (c) that, as promptly as possible after the payment thereof, it will deliver to each Holder of a Certificate appropriate documentation showing the payment thereof, together with such additional documentary evidence as such Holders may reasonably request from time to time. The Pass Through Trustee agrees to file any other information reports as it may be required to file under United States law. Any amounts withheld and paid to a relevant taxing authority pursuant to this Section 6.15 shall be deemed to have been paid to the related Certificateholders for all purposes under the Operative Documents.

Section 6.16. Pass Through Trustee’s Liens

The Pass Through Trustee, in its individual capacity, agrees that it will at its own cost and expense promptly take any action as may be necessary to duly discharge and satisfy in full any mortgage, pledge, lien, charge, encumbrance, security interest or claim on or with respect to the Trust Property which is either (i) attributable to the Pass Through Trustee in its individual capacity and which is unrelated to the transactions contemplated by this Pass Through Trust Agreement or any other applicable Operative Document, or (ii) which is attributable to the

Pass Through Trustee as trustee hereunder or in its individual capacity and which arises out of acts or omissions which are prohibited by this Pass Through Trust Agreement.

SECTION 7. CERTIFICATEHOLDERS’ LISTS AND REPORTS

Section 7.1. The Lessee to Furnish Pass Through Trustee with Names and Addresses of Certificateholders . The Lessee will furnish to the Pass Through Trustee within fifteen days after each Record Date with respect to a Scheduled Payment, and at such other times as the Pass Through Trustee may reasonably request in writing, a list, in such form as the Pass Through Trustee may reasonably require, of all information in the possession or control of the Lessee as to the names and addresses of the Holders of Certificates, in each case as of a date not more than fifteen days prior to the time such list is furnished; provided, however , that so long as the Pass Through Trustee is the sole Registrar, no such list need be furnished; and provided, further , however, that no such list need be furnished for so long as a copy of the Register is being furnished to the Pass Through Trustee pursuant to Section 6.12(b).

Section 7.2. Preservation of Information . The Pass Through Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders of Certificates contained in the most recent list furnished to the Pass Through Trustee as provided in Section 6.12(b) or Section 7.1, as the case may be, and the names and addresses of Holders of Certificates received by the Pass Through Trustee in its capacity as Registrar, if so acting. The Pass Through Trustee may destroy any list furnished to it as provided in Section 6.12(b) or Section 7.1, as the case may be, upon receipt of a new list so furnished.

Section 7.3. Reports by the Pass Through Trustee . At any time that the Certificates shall be subject to the Trust Indenture Act, the Pass Through Trustee shall transmit, on or before May 15 of each year, reports with respect to events described in Section 313(a) of the Trust Indenture Act in accordance with and to the extent required under Section 313(a) of the Trust Indenture Act. Additionally, the Pass Through Trustee shall comply with the reporting requirements imposed under Treasury Regulation 1.671-4.

Section 7.4. Certificate Owner Request . Each Certificateholder and each Certificate Owner may, at any time and from time to time, make a Certificate Owner Request (which may include a request to receive such information on an ongoing basis) to receive the reports and other information which may, from time to time, be required to be furnished to the Pass Through Trustee pursuant to any of the Operative Documents. The Pass Through Trustee shall comply with any such validly made Certificate Owner Request.

Section 7.5. Reports by the Lessee . The Lessee shall, at any time that the Certificates shall be subject to the Trust Indenture Act, comply with Section 314 of the Trust Indenture Act and shall file, furnish and deliver the reports, information, documents, certificates and opinions required thereunder, and, at any time that the Certificates shall be subject to the Trust Indenture Act, acknowledge and agree that, for purposes of Section 314 of the Trust Indenture Act, the Lessee shall be considered to be the “obligor” upon the Certificates. Without limiting the generality of the foregoing, at any time that the Certificates shall be subject to the Trust Indenture Act, the Lessee shall deliver to the Pass Through Trustee the annual certificate

required under clause (4) of Section 314(a) of the Trust Indenture Act within 120 days following the end of each fiscal year of the Lessee (which ends on December 31) ending after the date hereof. The provisions of this Section 7.5 shall not be construed to impose any obligation or liability on the Lessee to pay any of the principal, Make Whole Premium, if any, or interest in respect of the Lessor Notes or to make distributions in respect of the Certificates.

Section 7.6. Reports by the Guarantor . The Guarantor shall:

(a) file with the Pass Through Trustee, within 30 days after the Guarantor is required to file the same with the SEC, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may from time to time by rules and regulations prescribe) which the Guarantor is required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Guarantor is not required to file information, documents or reports pursuant to either of such sections, then to file with the Pass Through Trustee and the SEC, in accordance with rules and regulations prescribed by the SEC, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed in such rules and regulations;

(b) file with the Pass Through Trustee and the SEC, in accordance with the rules and regulations prescribed by the SEC, such additional information, documents and reports with respect to compliance by the Guarantor with the conditions and covenants of the Guarantor provided for in this Pass Through Trust Agreement, as may be required by such rules and regulations, including, in the case of annual reports, if required by such rules and regulations, certificates or opinions of independent public accountants, conforming to the requirements of Section 1.2;

(c) transmit to all Certificateholders, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act such summaries of any information, documents and reports required to be filed by the Guarantor pursuant to subsections (a) and (b) of this Section 7.6 as may be required by rules and regulations prescribed by the SEC;

(d) furnish to the Pass Through Trustee, not less often than annually, a brief certificate from the principal executive officer, principal financial officer or principal accounting officer as to his knowledge of the Guarantor’s compliance with all conditions and covenants under this Pass Through Trust Agreement (it being understood that for purposes of this paragraph (d), such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Pass Through Trust Agreement); and

(e) at any time that the Certificates shall be subject to the Trust Indenture Act, comply with Section 314 of the Trust Indenture Act and shall file, furnish and deliver the reports, information, documents, certificates and opinions required thereunder, and, at any time that the Certificates shall be subject to the Trust Indenture Act, acknowledge and agree that, for purposes of Section 314 of the Trust Indenture Act, the Guarantor shall be considered to be the “obligor” upon the Certificates. Without limiting the generality of the foregoing, at any time that the Certificates shall be subject to the Trust Indenture Act, the Guarantor shall deliver to the Pass Through Trustee the annual certificate required under clause (4) of Section 314(a) of the Trust

Indenture Act within 120 days following the end of each fiscal year of the Guarantor (which ends on December 31) ending after the date hereof. The provisions of this Section 7.6 shall not be construed to impose any obligation or liability on the Guarantor to pay any of the principal, Make Whole Premium, if any, or interest in respect of the Lessor Notes or the Certificates.

SECTION 8. SUPPLEMENTAL TRUST AGREEMENTS

Section 8.1. Supplemental Trust Agreement Without Consent of Certificateholders . Without the consent of the Holder of any Certificates, the Lessee and the Guarantor may, and the Pass Through Trustee (subject to Section 8.3) shall, at any time and from time to time enter into one or more agreements supplemental hereto, in form satisfactory to the Pass Through Trustee, for any of the following purposes:

(a) to evidence the succession of another Person to the Lessee or the Guarantor and the assumption by any such successor of the respective obligations of the Lessee or the Guarantor herein contained;

(b) to add to the covenants of the Lessee or the Guarantor, for the protection of the Holders of the Certificates;

(d) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or any supplemental trust agreement or to make any other provisions with respect to matters or questions arising under this Pass Through Trust Agreement; provided that any such action will not materially adversely affect the interests of the Holders of the Certificates;

(e) to correct or amplify the description of property that constitutes Trust Property or the conveyance of such property to the Pass Through Trustee;

(f) to evidence and provide for a successor Pass Through Trustee;

(g) to comply with requirements of the SEC or any regulatory body, or any Applicable Law, including, without limitation, if at any time that the Certificates shall be subject to the Trust Indenture Act, to modify, eliminate or add to the provisions of this Pass Through Trust Agreement to the extent as shall be necessary to qualify or continue the qualification of this Pass Through Trust Agreement (including any supplemental agreement) under the Trust Indenture Act (if such qualification is required) or under any similar Federal statute hereafter enacted, or to add to this Pass Through Trust Agreement such other provisions as may be expressly permitted by the Trust Indenture Act, excluding, however, the provisions referred to in Section 316(a)(2) of the Trust Indenture Act as in effect at the date as of which this instrument was executed or any corresponding provision in any similar Federal statute hereafter enacted; or

(h) to add, eliminate, or change any provisions under this Pass Through Trust Agreement that are ministerial or administrative and will not materially adversely affect the interests of the Certificateholders;

provided that in each case the Pass Through Trustee shall have received an Opinion of Counsel to the effect that such supplemental agreement does not cause the Pass Through Trust to become taxable as an “association” within the meaning of Treasury Regulation Section 301.7701-3 or to be taxable as other than a pass through entity for Federal income tax purposes.

Section 8.2. Supplemental Trust Agreements with Consent of Certificateholders . With the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (determined as provided in Section 1.3(c)), by Act of said Holders delivered to the Lessee and the Pass Through Trustee, the Lessee and the Guarantor each may (with the consent of the Owner Lessors, such consent not to be unreasonably withheld), and the Pass Through Trustee (subject to Section 8.3 hereof) shall, enter into an agreement or agreements supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Pass Through Trust Agreement or of modifying in any manner the rights and obligations of the Holders of the Certificates under this Pass Through Trust Agreement; provided, however , that no such supplemental agreement shall, without the consent of the Holder of each Outstanding Certificate affected thereby:

(a) reduce in any manner the amount of, or delay the timing of, any receipt by the Pass Through Trustee of payments on the Lessor Notes held in the Pass Through Trust, or distributions that are required to be made hereunder on any Certificate of the Pass Through Trust, or change any date of payment on any such Certificate, or change the place of payment where, or the coin or currency in which, any such Certificate is payable, or impair the right of any Holder of any such Certificate to institute suit for the enforcement of any such payment or distribution on or after the Distribution Date or Special Distribution Date applicable thereto;

(b) except as provided in this Pass Through Trust Agreement, permit the disposition of any Lessor Note in the Trust Property, or permit the creation of any lien on the Trust Property, or otherwise deprive any Certificateholder of the benefit of the ownership of the Lessor Notes held in the Pass Through Trust or the lien of the related Indenture;

(c) reduce the percentage of the aggregate Fractional Undivided Interests which is required to approve any such supplemental agreement, or reduce such percentage required for any waiver provided for in this Pass Through Trust Agreement; or

(d) modify any of the provisions of this Section 8.2 or Section 5.5, except to increase any such percentage or to provide that certain other provisions of this Pass Through Trust Agreement cannot be modified or waived without the consent of the Certificateholder of each Certificate affected thereby.

Notwithstanding the foregoing, no such supplemental agreement shall be entered into unless the Pass Through Trustee shall have received an Opinion of Counsel to the effect that such supplemental agreement does not cause the Pass Through Trust to become taxable as an “association”, within the meaning of Treasury Regulation Section 301.7701-3 or to be taxable as other than a pass through entity for Federal income tax purposes.

It shall not be necessary for any Act of Certificateholders under this Section 8.2 to approve the particular form of any proposed supplemental agreement, but it shall be sufficient if such Act shall approve the substance thereof.

Section 8.3. Documents Affecting Immunity or Indemnity . If in the opinion of the Pass Through Trustee any document required to be executed by it pursuant to the terms of Section 8.1 or 8.2 affects any interest, right, duty, immunity or indemnity in favor of the Pass Through Trustee under this Pass Through Trust Agreement, the Pass Through Trustee may in its discretion decline to execute such document.

Section 8.4. Execution of Supplemental Trust Agreements . In executing, or accepting the additional trusts created by, any supplemental agreement permitted by this Section 8 or the modification thereby of the trusts created by this Pass Through Trust Agreement, the Pass Through Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental agreement is authorized or permitted by this Pass Through Trust Agreement.

Section 8.5. Effect of Supplemental Trust Agreements . Upon the execution of any supplemental agreement under this Section 8, this Pass Through Trust Agreement shall be modified in accordance therewith, and such supplemental agreement shall form a part of this Pass Through Trust Agreement for all purposes; and every Holder of Certificates theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

Section 8.6. Reference in Certificates to Supplemental Trust Agreements . Certificates authenticated and delivered after the execution of any supplemental agreement pursuant to this Section 8 may bear a notation in form approved by the Pass Through Trustee as to any matter provided for in such supplemental agreement; and, in such case, suitable notation may be made upon Outstanding Certificates after proper presentation and demand.

Section 8.7. Conformity with Trust Indenture Act . Every supplemental agreement under this Section 8 executed at a time that the Certificates shall be subject to the Trust Indenture Act, shall conform to requirements of the Trust Indenture Act as in effect on the date such supplemental agreement is executed.

SECTION 9. AMENDMENTS AND CONSENTS TO INDENTURES AND OTHER OPERATIVE
DOCUMENTS

Section 9.1. Requiring Consent of the Certificateholders . In the event that the Pass Through Trustee, as holder of a Lessor Note in trust for the benefit of the Certificateholders, receives a request for a consent to any amendment, modification, waiver or supplement under the applicable Indenture or other Operative Document that requires the consent of the holder of such Lessor Note, the Pass Through Trustee shall forthwith send a notice of such proposed amendment, modification, waiver or supplement to each Certificateholder registered on the Register as of such date. Any such notice shall describe the proposed amendment, modification, waiver or supplement (or attach a copy thereof). The Pass Through Trustee shall request from the Certificateholders Directions as to (a) whether or not to direct the applicable Indenture

Trustee to take or refrain from taking any action which a holder of such Lessor Note has the option to direct, (b) whether or not to give or execute any waivers, consents, amendments, modifications or supplements as a holder of such Lessor Note and (c) how to vote such Lessor Note if a vote has been called for with respect thereto. Any such request shall specify a date by which Certificateholders are requested to respond. Provided such a request for Certificateholder Direction shall have been made, in directing any action or casting any vote or giving any consent as the holder of any Lessor Note, the Pass Through Trustee shall, subject to the provisions of Section 5.5, vote or consent with respect to such Lessor Note in the same proportion as the Certificates were actually voted by Acts of Holders delivered to the Pass Through Trustee prior to two Business Days before the Pass Through Trustee directs such action or casts such vote or gives such consent. Notwithstanding the foregoing, but subject to Section 5.4, in the case that an Event of Default hereunder shall have occurred and be continuing, the Pass Through Trustee may, in its own discretion and at its own direction, consent and notify the applicable Indenture Trustee of such consent to any amendment, modification, waiver or supplement under the applicable Indenture or other Operative Document.

Section 9.2. Not Requiring Consent of the Certificateholder . With respect to consents, approvals, waivers and authorizations which under the terms of Section 8 of an Indenture may be given by the applicable Indenture Trustee without the necessity of the consent of any of the holders of Lessor Notes, no consent, approval, waiver or authorization shall be required hereunder on the part of the Pass Through Trustee or the Certificateholders.

SECTION 10. TERMINATION OF PASS THROUGH TRUST

Section 10.1. Termination of the Pass Through Trust . The respective obligations and responsibilities of the Lessee, the Guarantor and the Pass Through Trustee and the Pass Through Trust created hereby shall terminate upon the distribution to all Certificateholders of all amounts required to be distributed to them pursuant to this Pass Through Trust Agreement and the disposition of all property held as part of the Trust Property; provided, however , that if and to the extent that any of the options, rights and privileges granted under this Pass Through Trust Agreement, would, in the absence of the limitation imposed by this sentence, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule or law relating to the vesting of interest in property or the suspension of the power of alienation of property, then it is agreed that notwithstanding any other provision of this Pass Through Trust Agreement, such options, rights and privileges, subject to the respective conditions hereof governing the exercise of such options, rights and privileges, will be exercisable only during (a) the longer of (i) a period which will end twenty-one (21) years after the death of the last survivor of the descendants living on the date of the execution of this Pass Through Trust Agreement of the following Presidents of the United States: Franklin D. Roosevelt, Harry S. Truman, Dwight D. Eisenhower, John F. Kennedy, Lyndon B. Johnson, Richard M. Nixon, Gerald R. Ford, James E. Carter, Ronald W. Reagan, George H.W. Bush, William J. Clinton and George W. Bush or (ii) the period provided under the Uniform Statutory Rule Against Perpetuities or (b) the specific applicable period of time expressed in this Pass Through Trust Agreement, whichever of (a) or (b) is shorter.

SECTION 11. NOTICE OF TERMINATION AND DISTRIBUTIONS

Section 11.1. Notice of Termination and Distributions. Notice of any termination, specifying the Distribution Date (or Special Distribution Date, as the case may be) upon which the Certificateholders may surrender their Certificates to the Pass Through Trustee for payment of the final distribution and cancellation, shall be mailed promptly by the Pass Through Trustee to Certificateholders not earlier than the 60th day and not later than the 20th day next preceding such final distribution specifying (a) the Distribution Date (or Special Distribution Date, as the case may be) upon which final payment of the Certificates will be made upon presentation and surrender of Certificates at the office or agency of the Pass Through Trustee therein specified, (b) the amount of any such final payment, and (c) that the Record Date otherwise applicable to such Distribution Date (or Special Distribution Date, as the case may be) is not applicable, payments being made only upon presentation and surrender of the Certificates at the office or agency of the Pass Through Trustee therein specified. The Pass Through Trustee shall give such notice to the Registrar at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Pass Through Trustee shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date or Special Distribution Date, as the case may be, pursuant to Section 4.2.

In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Pass Through Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. In the event that any money held by the Pass Through Trustee for the payment of distributions on the Certificates shall remain unclaimed for two years (or such lesser time as the Pass Through Trustee shall be satisfied, after 60 days’ written notice from the Lessee, is one month prior to the escheat period provided under applicable law) after the final distribution date with respect thereto, the Pass Through Trustee shall pay to each Indenture Trustee the appropriate amount of money and shall give written notice thereof to the Owner Lessors, the Owner Participants and the Lessee.

SECTION 12. MISCELLANEOUS PROVISIONS

Section 12.1. Amendments and Waivers . No term, covenant, agreement or condition of this Pass Through Trust Agreement may be terminated, amended or compliance therewith waived (either generally or in a particular instance, retroactively or prospectively) except by an instrument or instruments in writing executed by each party hereto.

Section 12.2. Limitation on Rights of Certificateholders . The death or incapacity of any Certificateholder shall not operate to terminate this Pass Through Trust Agreement or the Pass Through Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Pass Through Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

Section 12.3. Certificates Nonassessable and Fully Paid . Certificateholders shall not be personally liable for obligations of the Pass Through Trust, the Fractional Undivided Interests

represented by the Certificates shall be nonassessable for any losses or expenses of the Pass Through Trust or for any reason whatsoever, and Certificates upon authentication thereof by the Pass Through Trustee pursuant to Section 3.2 are and shall be deemed fully paid. No Certificateholder shall have any right (except as expressly provided herein) to vote or in any manner otherwise control the operation and management of the Trust Property, the Pass Through Trust established hereunder, or the obligations of the parties hereto, nor shall anything set forth herein, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association.

Section 12.4. Notices . All communications and notices hereunder shall be made in accordance with the provisions of Section 14.5 of the Participation Agreements, which are hereby incorporated by reference.

Section 12.5. Successors and Assigns . This Pass Through Trust Agreement shall be binding upon and shall inure to the benefit of, and shall be enforceable by, the parties hereto, the Certificateholders and their respective successors and assigns as permitted by and in accordance with the terms of this Pass Through Trust Agreement.

Except as expressly provided herein or in the other Operative Documents, no party hereto may assign its interests or transfer its obligations herein without the consent of the other parties hereto.

Section 12.6. Business Day . In any case where any Distribution Date or Special Distribution Date relating to any Certificate is not a Business Day, then (notwithstanding any other provision of this Pass Through Trust Agreement) the payment otherwise payable on such date shall be payable on the next succeeding Business Day with the same force and effect as if made on such Distribution Date or Special Distribution Date and (provided that such payment is made on such succeeding Business Day) no interest shall accrue on or additional distributions shall accumulate with respect to the amount of such payment from and after such scheduled date to the time of such payment on such next succeeding Business Day.

Section 12.7. Governing Law . This Pass Through Trust Agreement and the Certificates shall be governed by and construed in accordance with the law of the State of New York including all matters of construction, validity and performance and without regard to the principles of conflict of laws thereof.

Section 12.8. Severability . Any provision of this Pass Through Trust Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Pass Through Trust Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 12.9. Benefits of Pass Through Trust Agreement . Nothing in this Pass Through Trust Agreement or in the Certificates, express or implied, shall give to any Person, other than the Lessee, the Pass Through Trustee, the Owner Lessors and the Indenture Trustees, and their respective successors, and the Holders of Certificates, any benefit or any legal or equitable right, remedy or claim under this Pass Through Trust Agreement.

Section 12.10. Counterparts and Effectiveness of this Pass Through Trust Agreement . This Pass Through Trust Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Pass Through Trust Agreement shall not be effective until the execution and delivery of all such counterparts has occurred.

Section 12.11. Headings and Table of Contents . The headings of the sections of this Pass Through Trust Agreement and the Table of Contents are inserted for purposes of convenience only and shall not be construed to affect the meaning or construction of any of the provisions of this Pass Through Trust Agreement. Section references herein refer to sections within this Pass Through Trust Agreement unless otherwise stated.

Section 12.12. Further Assurances . Each party hereto will promptly and duly execute and deliver such further documents and assurances for and take such further action reasonably requested by the other party, all as may be reasonably necessary to carry out more effectively the intent and purpose of this Pass Through Trust Agreement and the other Operative Documents.

Section 12.13. Statement of Intent . The Certificateholders intend that, if the Pass Through Trust were ever to be classified as a partnership for Federal income tax purposes, that the Pass Through Trust be excluded from the application of Subchapter K of the Code, in accordance with Treasury Regulation Section 1.761-2(b)(2)(ii).

IN WITNESS WHEREOF , the Lessee, the Guarantor and the Pass Through Trustee have caused this Pass Through Trust Agreement to be duly executed and delivered by their respective officers thereunto duly authorized.

	FIRSTENERGY GENERATION CORP.,
	as Lessee


	By:	/s/ Randy Scilla

		Name: Randy Scilla
		Title: Assistant Treasurer


	FIRSTENERGY SOLUTIONS CORP.,
	as Guarantor


	By:	/s/ Randy Scilla

		Name: Randy Scilla
		Title: Assistant Treasurer


	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Pass Through Trustee


	By:	/s/ Biagio S. Impala

		Name: Biagio S. Impala
		Title: Vice President

Schedule I

Participation Agreements

	1.	Participation Agreement, dated as of June 26, 2007, among (a) FirstEnergy Generation Corp., an Ohio corporation, as Lessee, (b) FirstEnergy Solutions Corp., an Ohio corporation, as Guarantor, (c) Mansfield 2007 Trust A, a Delaware statutory trust, as Lessor, (d) U.S. Bank Trust National Association, a national banking association, in its individual capacity, (e) Hillbrook Corp., a Delaware corporation, a wholly-owned direct subsidiary of AIG Financial Products Corp., as Owner Participant , (f) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Indenture Trustee and Indenture Company, and (g) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Pass-Through Trustee and Pas s-Through Trust Company.

	2.	Participation Agreement, dated as of June 26, 2007, among (a) FirstEnergy Generation Corp., an Ohio corporation, as Lessee, (b) FirstEnergy Solutions Corp., an Ohio corporation, as Guarantor, (c) Mansfield 2007 Trust B, a Delaware statutory trust, as Lessor, (d) U.S. Bank Trust National Association, a national banking association, in its individual capacity, (e) Hillbrook Corp., a Delaware corporation, a wholly-owned direct subsidiary of AIG Financial Products Corp., as Owner Participant , (f) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Indenture Trustee and Indenture Company, and (g) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Pass-Through Trustee and Pas s-Through Trust Company.

	3.	Participation Agreement, dated as of June 26, 2007, among (a) FirstEnergy Generation Corp., an Ohio corporation, as Lessee, (b) FirstEnergy Solutions Corp., an Ohio corporation, as Guarantor, (c) Mansfield 2007 Trust C, a Delaware statutory trust, as Lessor, (d) U.S. Bank Trust National Association, a national banking association, in its individual capacity, (e) Hillbrook Corp., a Delaware corporation, a wholly-owned direct subsidiary of AIG Financial Products Corp., as Owner Participant , (f) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Indenture Trustee and Indenture Company, and (g) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Pass-Through Trustee and Pas s-Through Trust Company.

	4.	Participation Agreement, dated as of June 26, 2007, among (a) FirstEnergy Generation Corp., an Ohio corporation, as Lessee, (b) FirstEnergy Solutions Corp., an Ohio corporation, as Guarantor, (c) Mansfield 2007 Trust D, a Delaware statutory trust, as Lessor, (d) U.S. Bank Trust National Association, a national banking association, in its individual capacity, (e) Hillbrook Corp., a Delaware corporation, a wholly-owned direct subsidiary of AIG Financial Products Corp., as Owner Participant , (f) The Bank Of New

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	York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Indenture Trustee and Indenture Company, and (g) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Pass-Through Trustee and Pas s-Through Trust Company.

	5.	Participation Agreement, dated as of June 26, 2007, among (a) FirstEnergy Generation Corp., an Ohio corporation, as Lessee, (b) FirstEnergy Solutions Corp., an Ohio corporation, as Guarantor, (c) Mansfield 2007 Trust E, a Delaware statutory trust, as Lessor, (d) U.S. Bank Trust National Association, a national banking association, in its individual capacity, (e) Hillbrook Corp., a Delaware corporation, a wholly-owned direct subsidiary of AIG Financial Products Corp., as Owner Participant , (f) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Indenture Trustee and Indenture Company, and (g) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Pass-Through Trustee and Pas s-Through Trust Company.

	6.	Participation Agreement, dated as of June 26, 2007, among (a) FirstEnergy Generation Corp., an Ohio corporation, as Lessee, (b) FirstEnergy Solutions Corp., an Ohio corporation, as Guarantor, (c) Mansfield 2007 Trust F, a Delaware statutory trust, as Lessor, (d) U.S. Bank Trust National Association, a national banking association, in its individual capacity, (e) Bankers Commercial Corporation (BCC), a California corporation, a wholly-owned direct subsidiary of UnionBancCal Corporation, as Owner Participant , (f) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Indenture Trustee and Indenture Company, and (g) The Bank Of New York Trust Company, N.A., a national banking association organized and existing under the laws of the United States, as Pass-Through Trustee and Pas s-Through Trust Company.

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EXHIBIT A

FORM OF CERTIFICATE

[Depository Legend]

[ Unless this Certificate is presented by an authorized representative of DTC to the Pass Through Trustee or its agent for registration of transfer, exchange or payment, and any Certificate issued is registered in the name of Cede & Co., or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co., or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.] *

[Restricted Certificate Legend]

[THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS AN INSTITUTION WHICH IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(l), (2), (3) or (7) OF REGULATION D UNDER THE SECURITIES ACT) (AN “INSTITUTIONAL ACCREDITED INVESTOR”) OR (C) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(k) UNDER THE SECURITIES ACT, RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A) TO THE LESSEE OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) INSIDE THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES TO THE PASS THROUGH TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS CERTIFICATE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE PASS THROUGH TRUSTEE) AND AN OPINION OF COUNSEL ACCEPTABLE TO THE LESSEE THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, (D) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT, (E) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE



*	Include if Certificate is issued to Cede & Co., or another authorized representative of DTC.

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SECURITIES ACT (IF AVAILABLE), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE WITHIN THE TIME PERIOD REFERRED TO ABOVE, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE PASS THROUGH TRUSTEE. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE PASS THROUGH TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.]

[Registration Rights Legend]

BY ITS ACCEPTANCE OF THE CERTIFICATES EVIDENCED HEREBY OR A BENEFICIAL INTEREST IN SUCH CERTIFICATES, THE HOLDER OF, AND ANY PERSON THAT ACQUIRES A BENEFICIAL INTEREST IN, SUCH CERTIFICATES AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT DATED AS OF [ ], 2007 (THE “REGISTRATION RIGHTS AGREEMENT”) RELATING TO THE REGISTRATION UNDER THE SECURITIES ACT OF CERTIFICATES EXCHANGEABLE FOR THE CERTIFICATES EVIDENCED HEREBY AND REGISTRATION OF THE CERTIFICATES EVIDENCED HEREBY.

[ERISA Legend]

BY ITS ACQUISITION OF ANY CERTIFICATE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED, ON EACH DAY FROM THE DATE ON WHICH THE HOLDER ACQUIRES THE CERTIFICATE THROUGH AND INCLUDING THE DATE ON WHICH THE HOLDER DISPOSES OF ITS INTEREST IN SUCH CERTIFICATE, EITHER THAT (A) ON EACH DAY FROM THE DATE OF PURCHASE THROUGH THE DATE OF DISPOSITION OF A CERTIFICATE OR ANY INTEREST THEREIN, NO PORTION OF THE ASSETS USED BY IT FOR PURCHASING AND HOLDING A CERTIFICATE OR ANY INTEREST THEREIN CONSTITUTES ASSETS OF A PLAN SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), ANY OTHER ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY PLAN SUBJECT TO ERISA OR OTHER PLAN, OR A GOVERNMENTAL PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “PLAN”), (B) ALL OR A PORTION OF THE ASSETS USED BY IT FOR PURCHASING OR HOLDING A CERTIFICATE OR ANY INTEREST THEREIN

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CONSTITUTE ASSETS OF A PLAN (“PLAN ASSETS”), PROVIDED (I) THE HOLDER IS AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE PLAN ASSETS SOLELY BECAUSE OF INVESTMENTS IN THE HOLDER BY BENEFIT PLAN INVESTORS AND NOT BECAUSE IT IS A PLAN; (II) LESS THAN 25% OF ITS ASSETS ARE PLAN ASSETS; AND (III) THE ACQUISITION AND HOLDING OF SUCH CERTIFICATE OR INTEREST THEREIN DOES NOT CONSTITUTE A TRANSACTION PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW (“PROHIBITED TRANSACTION”) OR DOES CONSTITUTE A PROHIBITED TRANSACTION BUT AN EXEMPTION IS AVAILABLE WITH RESPECT TO SUCH TRANSACTION, AND THE CONDITIONS OF SUCH EXEMPTION HAVE AT ALL RELEVANT TIMES BEEN SATISFIED.

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	Bruce Mansfield Unit 1 2007 Pass Through Trust

	6.85% Pass Through Certificate due 2034

	CUSIP: 116663 AA3

	Final Distribution Date: June 1, 2034

	evidencing a fractional undivided interest in a trust, the property of which includes certain notes secured by certain separate property leased to the Bruce Mansfield Unit 1 2007 Pass Through Trust

Certificate No. RA-1	$500,000,000 Fractional Undivided Interest

THIS CERTIFIES THAT CEDE & CO. or its registered assigns, for value received, is the registered owner of a $500,000,000 (FIVE HUNDRED MILLION dollars) Fractional Undivided Interest in the Bruce Mansfield Unit 1 2007 Pass Through Trust (the “ Pass Through Trust ”) created pursuant to a Pass Through Trust Agreement, dated as of June 26, 2007 (the “ Agreement ”) among FirstEnergy Generation Corp., an Ohio corporation (the “ Lessee ”), FirstEnergy Solutions Corp., an Ohio corporation (the “ Guarantor ”), and The Bank of New York Trust Company, N.A., as trustee (the “ Pass Through Trustee ”), a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated as “6.85% Pass Through Certificates due 2034” (herein called the “ Certificates ”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. The property of the Pass Through Trust includes certain Lessor Notes (the “ Trust Property ”). Each Lessor Note is secured by a security interest in the Undivided Interest subject to the Lease relating to the Indenture under which such Lessor Note was issued and certain other related property described in such Indenture, and liability thereunder is limited to the income and proceeds of such security.

Subject to and in accordance with the terms of the Agreement, from funds then available to the Pass Through Trustee, there will be distributed on each June 1 and December 1 (a “ Distribution Date ”), commencing on December 1, 2007, to the person in whose name this Certificate is registered at the close of business on the day of the month which is fifteen days preceding the Distribution Date, an amount in respect of the Scheduled Payments on the Lessor Notes due on such Distribution Date, the receipt of which has been confirmed by the Pass Through Trustee, equal to the product of the percentage interest in the Pass Through Trust evidenced by this Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement, in the event that Special Payments on the Lessor Notes are received by the Pass Through Trustee, from funds then available to the Pass Through Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person in whose name this Certificate is registered at the close of business on the day of the month which is fifteen days preceding the Special Distribution Date, an amount in respect of

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such Special Payments on the Lessor Notes, the receipt of which has been confirmed by the Pass Through Trustee, equal to the product of the percentage interest in the Pass Through Trust evidenced by this Certificate and an amount equal to the sum of such Special Payments so received. The Special Distribution Date shall be determined as provided in the Agreement. If a Distribution Date or Special Distribution Date is not a Business Day, distribution shall be made on the immediately following Business Day. The Pass Through Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Holders of the Certificates.

Distributions on this Certificate will be made by the Pass Through Trustee (i) if (A) The Depository Trust Company (“ DTC ”) is the Certificateholder of record of this Certificate, or (B) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $10,000,000, or (C) a Certificateholder holds a Certificate or Certificates in an aggregate amount greater than $1,000,000 and so requests to the Pass Through Trustee, by wire transfer in immediately available funds to an account maintained by such Certificateholder with a bank, or (ii) if none of the above apply, by check mailed to such Certificateholder at the address appearing in the Register, without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Agreement and notwithstanding the above, the final distribution on this Certificate will be made after notice mailed by the Pass Through Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency of the Pass Through Trustee specified in such notice.

This Certificate shall be governed by and construed in accordance with the law of the State of New York.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Pass Through Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

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IN WITNESS WHEREOF, the Bruce Mansfield Unit 1 2007 Pass Through Trust has caused this Certificate to be duly executed.

	BRUCE MANSFIELD UNIT 1 2007 PASS THROUGH TRUST


	By:	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Pass Through Trustee

	By:	______________________________________
		Name:
		Title:

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[ Reverse Of Certificate ]

This Certificate does not represent a direct obligation of, or an obligation guaranteed by, or an interest in, the Lessee, the Guarantor, any Owner Lessor, any Owner Participant or the Pass Through Trustee or any affiliate thereof. The Certificates are limited in right of payment, all as more specifically set forth in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from the Trust Property and only to the extent that the Pass Through Trustee shall have received sufficient income or proceeds from the Trust Property to make such payments in accordance with the terms of the Agreement. Each Holder of this Certificate, by its acceptance hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for distribution to such Holder as provided in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Pass Through Trustee, and at such other places, if any, designated by the Pass Through Trustee, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Lessee and the Guarantor and the rights of the Certificateholders under the Agreement at any time by the Lessee, the Guarantor and the Pass Through Trustee with the consent of the Holders of Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Certificates at the time Outstanding (as determined pursuant to the terms of such Agreement). Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates.

As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices or agencies maintained by the Pass Through Trustee in its capacity as Registrar, or by any successor Registrar, in the Borough of Manhattan, The City of New York, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Pass Through Trustee and the Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Pass Through Trust will be issued to the designated transferee or transferees.

The Certificates are issuable only as registered Certificates without coupons in minimum denominations of $2,000 and any integral multiples of $1,000 in excess thereof. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Pass Through Trust, as requested by the Holder surrendering the same.

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No service charge will be made for any such registration of transfer or exchange, but the Pass Through Trustee shall require payment of an amount sufficient to cover any tax or charge payable in connection therewith.

The Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the Registrar and any agent of the Pass Through Trustee or the Registrar shall treat the person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Pass Through Trustee, the Lessee, the Guarantor, the Owner Lessors, the Registrar or any such agent shall be affected by any notice to the contrary.

The obligations and responsibilities created by the Agreement and the Pass Through Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property.

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EXHIBIT B

FORM OF PASS THROUGH TRUSTEE’S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Pass Through Trustee

	By:	___________________________________
		Name:
		Title:

B-1

EXHIBIT C

FORM OF TRANSFER CERTIFICATE

CERTIFICATE

Bruce Mansfield Unit 1 2007 Pass Through Trust

PASS THROUGH CERTIFICATES

This is to certify that as of the date hereof with respect to $__________ (__________ dollars) Fractional Undivided Interest of the above-captioned securities presented or surrendered on the date hereof (the “ Surrendered Certificates ”) for registration of transfer, or for exchange where the securities issuable upon such exchange are to be registered in a name other than that of the undersigned Holder (each such transaction being a “ transfer ”), the undersigned Holder (as defined in the Pass Through Trust Agreement) certifies that the transfer of Surrendered Certificates associated with such transfer complies with the restrictive legend set forth on the face of the Surrendered Certificates for the reason checked below:

o Transfer to the Lessee or any subsidiary thereof.

o Transfer inside the United States to a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act.

o Transfer pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (if available).

o Transfer outside the United States in compliance with Rule 903 or 904 of the Securities Act.

o Transfer inside the United States (i) to an Institutional Accredited Investor that has previously furnished to the Pass Through Trustee a signed letter containing certain representations and agreements relating to restrictions on transfer and (ii) by a Holder that has previously furnished to the Lessee and the Pass Through Trustee such certifications, legal opinions or other information requested to confirm that such transfer is in compliance with the Securities Act.

[Name of Holder]

________________

Dated: _____________, _____ ¹

¹ To be dated the date of presentation or surrender

C-1

EXHIBIT D

FORM OF PURCHASER LETTER FOR

INSTITUTIONAL ACCREDITED INVESTORS

Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036

Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010

As representatives of the initial purchasers in connection
with the Offering Memorandum referred to below

Ladies and Gentlemen:

In connection with our proposed purchase of Pass Through Certificates (the “ Certificates ”) evidencing a fractional undivided interest in Bruce Mansfield Unit 1 2007 Pass Through Trust (the “ Pass Through Trust ”), the property of which consists of certain notes secured by, among other things, undivided interests in Unit 1 of the Bruce Mansfield Plant that were sold and leased back by FirstEnergy Generation Corp. (the “ Lessee ”), we confirm that:

	1. We have received a copy of the Offering Memorandum (the “ Offering Memorandum ”) relating to the Certificates and such other information as we deem necessary in order to make our investment decision. We acknowledge that we have read and agree to the matters stated under the captions “Transfer Restrictions” and “Plan of Distribution” in such Offering Memorandum, and the restrictions on duplication and circulation of such Offering Memorandum.

	2. We understand that any subsequent transfer of the Certificates is subject to certain restrictions and conditions set forth in the Pass Through Trust Agreement (the “ Pass Through Trust Agreement ”) relating to the Certificates and conditions set forth under “Transfer Restrictions” and “Plan of Distribution” and we agree to be bound by, and not to resell, pledge or otherwise transfer the Certificates except in compliance with such restrictions and conditions and the Securities Act of 1933, as amended (the “ Securities Act ”).

	3. We understand that the offer and sale of the Certificates has not been registered under the Securities Act, and that the Certificates may not be offered or sold except as permitted in the following sentence. We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell any Certificates within the time period referred to in Rule 144(k) under the Securities Act, we will do so only in accordance with the transfer restrictions set forth in the Pass Through Trust Agreement (A) to the Lessee or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined

D-1

	therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes to the Pass Through Trustee under the Pass Through Trust Agreement, a signed letter containing certain representations and agreements relating to the restrictions on transfer of the Certificates (substantially in the form of this letter) and an opinion of counsel acceptable to the Lessee that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 903 or 904 of Regulation S under the Securities Act, (E) pursuant to the exemption from registration provided by Rule 144 under the Securities Act (if available), or (F) pursuant to an effective registration statement under the Securities Act, and we further agree to provide to any person purchasing any of the Certificates from us a notice advising such purchaser that resales of the Certificates are restricted as stated herein.

	4. We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Certificates, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

	5. We are acquiring the Certificates purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

	6. We are not acquiring the Certificates with a view to distribution thereof or with any present intention of offering or selling any Certificates, except as permitted above; provided, that the disposition of our property and property of any accounts for which we are acting as fiduciary will remain at all times within our control.

	7. (A) On each day from the date of purchase through the date of disposition of a Certificate or any interest therein, no portion of the assets used by it for purchasing and holding a Certificate or any interest therein constitutes assets of employee benefit plans that are subject to Title I or the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), plans, individual retirement accounts and other arrangements that are subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “ Code ”), or provisions under any federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code (each, a “ Plan ”) (“ Plan Assets ”); or

	(B) all or a portion of the assets used by it for purchasing or holding of a Certificate or any interest therein constitute Plan Assets, provided,

	(i) the transferee is an entity whose underlying assets are considered to include assets of such Plans, accounts and arrangements solely because its underlying assets include Plan Assets, and not because it is a Plan;

	(ii) less than 25% of its assets are Plan Assets; and

	(iii) either (x) the acquisition and holding of such Certificate or interest therein does not constitute a transaction that is prohibited by ERISA, the Code or other

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applicable law; or (y) such acquisition or holding of such Certificate or interest therein constitutes or will constitute a transaction that is prohibited by ERISA, the Code or other applicable law but an exemption is available with respect to such transactions and the conditions of such exemption have at all relevant times been satisfied.

You, the Lessee, the Lessee’s parent company, FirstEnergy Solutions Corp., and the Pass Through Trustee of the Pass Through Trust are entitled to rely on this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

	Very truly yours,

	By:	____________________________________
		Name:
		Title:
		Date:

D-3

EXHIBIT 10-14

EXECUTION COPY

Registration Rights Agreement

Dated as of July 13, 2007

among

The Bank of New York Trust Company, N.A.,
not in its individual capacity, but solely
as Pass Through Trustee
(“ Pass Through Trustee ”),

FirstEnergy Generation Corp.
(an Ohio corporation)
(“ Lessee ”),

FirstEnergy Solutions Corp.
(an Ohio corporation)
(“ Lease Guarantor ”)

and

Morgan Stanley & Co. Incorporated
and
Credit Suisse Securities (USA) LLC,
as representatives of the Initial Purchasers

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (the “ Agreement ”) is made and entered into this 13th day of July, 2007, by and among The Bank of New York Trust Company, N.A., as Pass Through Trustee (the “ Pass Through Trustee ”) under the Pass Through Trust Agreement (defined below), FirstEnergy Generation Corp., an Ohio corporation (the “ Lessee ”), FirstEnergy Solutions Corp., an Ohio corporation (the “ Lease Guarantor ”), and Morgan Stanley & Co. Incorporated (“ Morgan Stanley ”) and Credit Suisse Securities (USA) LLC (“ Credit Suisse ”), as Representatives (defined below) of the Initial Purchasers (defined below).

This Agreement is made pursuant to the Purchase Agreement, dated July 10, 2007 (the “ Purchase Agreement ”), among the Pass Through Trustee, the Lessee, the Lease Guarantor and Morgan Stanley and Credit Suisse, as Representatives of the Initial Purchasers, which provides for the sale by the Pass Through Trustee to the Initial Purchasers of $1,135,300,000 aggregate principal amount of 6.85% Pass Through Trust Certificates due 2034 (the “ Certificates ”). The Certificates will be issued pursuant to a pass through trust agreement (the “ Pass Through Trust Agreement ”) among the Lessee, the Lease Guarantor and the Pass Through Trustee. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Pass Through Trustee, the Lessee and the Lease Guarantor have agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions .

1.1 Unless the context hereof otherwise requires, capitalized terms used in this Agreement, including those in the recitals, and not otherwise defined herein shall have the respective meanings set forth in the Pass Through Trust Agreement.

1.2 As used in this Agreement, the following capitalized defined terms shall have the following meanings:

	“ 1933 Act ” shall mean the Securities Act of 1933, as amended from time to time.

	“ 1934 Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

	“ Affiliate ” shall have the meaning given to that term in Rule 405 under the 1933 Act or any successor rule thereunder.

	“ Certificates ” shall have the meaning set forth in the preamble to this Agreement.

	“ Closing Date ” shall mean the Closing Time as defined in the Purchase Agreement.

	“ Credit Suisse ” shall have the meaning set forth in the preamble to this Agreement.

	“ Depositary ” shall mean The Depository Trust Company, or any other depositary appointed by the Pass Through Trustee, provided , however, that such depositary must have an address in the Borough of Manhattan, in The City of New York and, provided further , that if the Certificates are not held in book-entry form, references herein to the Depositary shall be deemed to refer to the Holders.

	“ Exchange Certificates ” shall mean the 6.85% Exchange Certificates due 2034 issued by the Pass Through Trust containing terms identical to the $1,135,300,000 aggregate principal amount of the 6.85% Certificates due 2034 issued by the Pass Through Trust in all material respects (except in each case for references to certain restrictions on transfers and restrictive legends), to be offered to Holders of Certificates in exchange for Registrable Certificates pursuant to the Exchange Offer.

	“ Exchange Offer ” shall mean the exchange offer of Exchange Certificates for Registrable Certificates pursuant to Section 2.1 hereof.

	“ Exchange Offer Registration ” shall mean a registration under the 1933 Act effected pursuant to Section 2.1 hereof.

	“ Exchange Offer Registration Statement ” shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form), and all amendments and supplements to such registration statement, including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

	“ Exchange Period ” shall have the meaning set forth in Section 2.1 hereof.

	“ Guaranty ” shall mean the six guaranty agreements made by the Lease Guarantor dated as of July 13, 2007 pursuant to which the Lease Guarantor has unconditionally guaranteed all obligations of the Lessee to each of the Lessors under the Operative Documents.

	“ Holder ” shall mean any beneficial owner from time to time of Registrable Certificates (including any of the Initial Purchasers, for so long as it owns any Registrable Certificates).

	“ Initial Purchasers ” shall mean the initial purchasers named in Schedule 1 to the Purchase Agreement.

	“ Lease Guarantor ” shall have the meaning set forth in the preamble to this Agreement and shall also include the Lease Guarantor’s successors.

	“ Lessee ” shall have the meaning set forth in the preamble to this Agreement and shall also include the Lessee’s successors.

	“ Majority Holders ” shall mean Holders of Registrable Certificates evidencing Fractional Undivided Interests aggregating a majority in interest of the Fractional Undivided Interests evidenced by all Registrable Certificates at the time Outstanding (determined as provided in Section 1.3(c) of the Pass Through Trust Agreement.

	“ Morgan Stanley ” shall have the meaning set forth in the preamble to this Agreement.

	“ Operative Documents ” shall have the meaning set forth in Appendix A to each Participation Agreement.

	“ Participating Broker-Dealer ” shall mean Morgan Stanley, Credit Suisse and any other broker-dealer which makes a market in the Certificates and exchanges Registrable Certificates in the Exchange Offer for Exchange Certificates.

	“ Participation Agreements ” shall mean the six Participation Agreements, each dated as of the Closing Date, among the Lessee, the Lease Guarantor, the applicable Lessor, U.S. Bank Trust National Association, the applicable Owner Participant, the Pass Through Trustee and the applicable Indenture Trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

	“ Pass Through Trust ” shall mean Bruce Mansfield Unit 1 2007 Pass Through Trust formed under the Pass Through Trust Agreement.

	“ Pass Through Trust Agreement ” shall mean the Pass Through Trust Agreement among the Lessee, the Lease Guarantor and the Pass Through Trustee, as the same may be amended, supplemented, waived or otherwise modified from time to time in accordance with the terms thereof.

	“ Pass Through Trustee ” shall have the meaning set forth in the preamble to this Agreement and shall also include the Pass Through Trustee’s successors.

	“ Person ” shall mean an individual, partnership (general or limited), corporation, limited liability company, trust or unincorporated organization, or a government or agency or political subdivision thereof.

	“ Prospectus ” shall mean the prospectus included in a Registration Statement, including any preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus supplement, including any such prospectus supplement with respect to the terms of the offering of any portion of the Registrable Certificates covered by a Shelf Registration Statement, and by all other amendments and supplements to a prospectus, including pre-effective and post-effective amendments, and in each case including all documents incorporated by reference therein.

	“ Purchase Agreement ” shall have the meaning set forth in the preamble to this Agreement.

	“ Registrable Certificates ” shall mean the Certificates of any Holder; provided , however , that such Certificates shall cease to be Registrable Certificates when (i) a Registration Statement with respect to such Certificates shall have been declared or otherwise become effective under the 1933 Act and such Certificates shall have been disposed of pursuant to such Registration Statement, (ii) such Certificates are eligible for resale to the public pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A under the 1933 Act) under the 1933 Act, (iii) such Certificates shall have ceased to be outstanding or (iv) the Exchange Offer is consummated (except in the case of Certificates purchased from the Pass Through Trust and continued to be held by any Initial Purchaser).

	“ Registration Expenses ” shall mean any and all expenses incident to performance of or compliance by the Pass Through Trustee, the Lessee or the Lease Guarantor with this Agreement, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all SEC, stock exchange or National Association of Securities Dealers, Inc. (the “ NASD ”) registration and filing fees, including, if applicable, the reasonable fees and expenses of any “qualified independent underwriter” (and its counsel) that is required to be retained by any Holder of Registrable Certificates in accordance with the rules and regulations of the NASD, (ii) all reasonable fees and expenses incurred in connection with compliance with state securities or blue sky laws and compliance with the rules of the NASD (including reasonable fees and disbursements of counsel for any underwriters or Holders in connection with blue sky qualification of any of the Exchange Certificates or Registrable Certificates and any filings with the NASD), (iii) all expenses of any Persons in preparing or assisting in preparing, word processing, printing and distributing any Registration Statement, any Prospectus, any amendments or supplements thereto, any underwriting agreements, securities sales agreements and other documents relating to the performance of and compliance with this Agreement, (iv) all fees and expenses incurred in connection with the listing, if any, of any of the Registrable Certificates on any securities exchange or exchanges, (v) all rating agency fees, (vi) the fees and disbursements of counsel for the Pass Through Trustee, the Lessee or the Lease Guarantor and of the independent public accountants of the Pass Through Trustee, the Lessee or the Lease Guarantor, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and compliance, (vii) the fees and expenses of the Pass Through Trustee, and any escrow agent or custodian, (viii) the reasonable fees and expenses of the Initial Purchasers in connection with the Exchange Offer, including the reasonable fees and expenses of counsel to the Initial Purchasers in connection therewith, and (ix) any reasonable fees and disbursements of the underwriters customarily required to be paid by issuers or sellers of securities and the reasonable fees and expenses of any special experts retained by the Pass Through Trustee, the Lessee or the Lease Guarantor in connection with any Registration Statement, but excluding underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of Registrable Certificates by a Holder, it being understood that in no event shall the Pass Through Trustee, the Lessee or the Lease Guarantor be liable for the fees and expenses of more than one counsel (in addition to any local counsel) in connection with registration pursuant to either Section 2.1 or Section 2.2 hereof.

	“ Registration Statement ” shall mean any registration statement of the Lessee and the Lease Guarantor which covers any of the Exchange Certificates or Registrable Certificates pursuant to the provisions of this Agreement, and all amendments and supplements to any such Registration Statement, including pre-effective and post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

	“ Representatives ” shall mean Morgan Stanley and Credit Suisse in their capacity as representatives of the Initial Purchasers.

	“ SEC ” shall mean the United States Securities and Exchange Commission or any successor agency or government body performing the functions currently performed by the United States Securities and Exchange Commission.

	“ Shelf Registration ” shall mean a registration effected pursuant to Section 2.2 hereof.

	“ Shelf Registration Statement ” shall mean a “shelf” registration statement of the Lessee and the Lease Guarantor pursuant to the provisions of Section 2.2 of this Agreement which covers all of the Registrable Certificates on an appropriate form under Rule 415 under the 1933 Act, or any similar rule that may be adopted by the SEC, and all amendments and supplements to such registration statement, including post-effective amendments, in each case including the Prospectus contained therein, all exhibits thereto and all documents incorporated by reference therein.

2. Registration Under the 1933 Act .

2.1 Exchange Offer . The Lessee and the Lease Guarantor shall (A) prepare and, as soon as practicable following the Closing Date, file with the SEC an Exchange Offer Registration Statement with respect to a proposed Exchange Offer and the issuance and delivery to the Holders, in exchange for the Registrable Certificates, a like principal amount of Exchange Certificates, (B) use their reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective under the 1933 Act not later than 210 calendar days following the Closing Date, (C) use their reasonable best efforts to keep the Exchange Offer Registration Statement effective until the closing of the Exchange Offer and (D) use their reasonable best efforts to cause the Exchange Offer to be consummated within 270 calendar days following the Closing Date. The Exchange Certificates will be issued under the Pass Through Trust Agreement. Upon the effectiveness of the Exchange Offer Registration Statement, the Pass Through Trustee shall promptly commence the Exchange Offer, it being the objective of such Exchange Offer to enable each Holder eligible and electing to exchange Registrable Certificates for Exchange Certificates (assuming that such Holder (a) is not an Affiliate of the Lessee or the Lease Guarantor within the meaning of Rule 405 under the 1933 Act, (b) is not a broker-dealer tendering Registrable Certificates acquired directly from the Pass Through Trust, the Lessee or the Lease Guarantor for its own account, (c) acquired the Exchange Certificates in the ordinary course of such Holder’s business and (d) has no arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing the Exchange Certificates) to transfer such Exchange Certificates from and after their receipt without any limitations or

restrictions under the 1933 Act and without material restrictions under the securities laws of a majority of the several states of the United States.

In connection with the Exchange Offer, the Lessee and the Lease Guarantor shall:

	(a) mail to the Depositary a copy of the Prospectus forming part of the Exchange Offer Registration Statement together with an appropriate letter of transmittal and related documents;

	(b) use their reasonable best efforts to keep the Exchange Offer open for acceptance for a period of not less than 20 business days after the date notice thereof is mailed to the Depositary (or longer if required by applicable law) (such period referred to herein as the “ Exchange Period ”);

	(c) utilize the services of the Depositary for the Exchange Offer;

	(d) permit Holders to withdraw tendered Registrable Certificates at any time prior to 5:00 p.m. (Eastern Time) on the last business day of the Exchange Period, by sending to the institution specified in the notice, a telegram, telex, facsimile transmission or letter setting forth the name of such Holder, the principal amount of Registrable Certificates delivered for exchange, and a statement that such Holder is withdrawing his election to have such Certificates exchanged;

	(e) notify the Depositary that any Registrable Certificates not tendered will remain outstanding and distributions will continue to accumulate with respect thereto, but will not retain any rights under this Agreement (except in the case of the Initial Purchasers and Participating Broker-Dealers as provided herein); and

	(f) otherwise comply in all respects with all applicable laws relating to the Exchange Offer.

As soon as practicable after the close of the Exchange Offer, the Lessee and the Lease Guarantor shall:

	(i) accept for exchange all Registrable Certificates duly tendered and not validly withdrawn pursuant to the Exchange Offer in accordance with the terms of the Exchange Offer Registration Statement and the letter of transmittal which shall be an exhibit thereto;

	(ii) deliver to the Pass Through Trustee for cancellation all Registrable Certificates so accepted for exchange; and

	(iii) cause the Pass Through Trustee promptly to authenticate and deliver the respective Exchange Certificates to each Holder of Registrable Certificates so accepted for exchange in a principal amount equal to the principal amount of the Registrable Certificates of such Holder so accepted for exchange.

The Lessee and the Lease Guarantor shall use their reasonable best efforts to keep the Exchange Offer Registration Statement effective and to amend and supplement the Prospectus contained therein, in order to permit such Prospectus to be lawfully delivered by all Participating Broker-Dealers subject to the prospectus delivery requirements of the 1933 Act for such period of time as such Participating Broker-Dealers must comply with such requirements in order to resell the Exchange Certificates; provided, however, that (i) such period shall end on the earlier of 90 days after the consummation of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Certificates held by them (unless such period is extended pursuant to Section 3.1(k) below) and (ii) the Lessee and the Lease Guarantor shall make such Prospectus, and any amendment or supplement thereto, available to any such Participating Broker-Dealer for use in connection with any resale of any Exchange Certificates for a period ending on the earlier of 90 days after the consummation of the Exchange Offer and the date on which all Participating Broker-Dealers have sold all Exchange Certificates held by them (unless such period is extended pursuant to Section 3.1(k) below).

Distributions on the Exchange Certificates will accumulate from the most recent distribution payment date to which distributions have been paid on the respective Registrable Certificates surrendered in exchange therefor or, if no distributions have been paid on such Registrable Certificates, from the Closing Date. The Exchange Offer shall not be subject to any conditions, other than (i) that the Exchange Offer, or the making of any exchange by a Holder, does not violate applicable law or any applicable interpretation of the staff of the SEC, (ii) the due tendering of Registrable Certificates in accordance with the Exchange Offer, (iii) that each Holder of Registrable Certificates exchanged in the Exchange Offer shall have represented (x) that all Exchange Certificates to be received by it shall be acquired in the ordinary course of its business (y) that it is not an Affiliate of the Lessee or the Lease Guarantor and (z) that at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Certificates and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available and (iv) that no action or proceeding shall have been instituted or threatened in any court or by or before any governmental agency with respect to the Exchange Offer which, in the judgment of the Lessee or the Lease Guarantor, would reasonably be expected to impair the ability of the Lessee and the Lease Guarantor to proceed with the Exchange Offer. The Lessee and the Lease Guarantor shall inform the Initial Purchasers of the names and addresses of the Holders to whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders and otherwise facilitate the tender of Registrable Certificates in the Exchange Offer. Each Holder of Registrable Certificates who wishes to exchange such Registrable Certificates for Exchange Certificates in the Exchange Offer will be required to make certain customary representations in connection therewith, including representations that (i) all Exchange Certificates to be received by it were acquired in the ordinary course of its business, (ii) it is not an Affiliate of the Lessee or the Lease Guarantor and (iii) at the time of the consummation of the Exchange Offer it shall have no arrangement or understanding with any person to participate in the distribution (within the meaning of the 1933 Act) of the Exchange Certificates and shall have made such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under the 1933 Act available. Each Holder hereby acknowledges and agrees that any Participating Broker-Dealer and any such Holder using the

Exchange Offer to participate in a distribution of the Exchange Certificates: (1) could not under SEC policy as in effect on the date of this Agreement rely on the position of the SEC enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (including any no-action letter obtained based on the representation in clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the 1933 Act in connection with the secondary resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing the selling security holder information required by Items 507 and 508, as applicable, of Regulation S-K, the SEC standard instructions for filing forms under the 1933 Act, if the resales are of Exchange Certificates obtained by such Holder in exchange for Certificates acquired by such Holder directly from the Pass Through Trust, the Lessee or the Lease Guarantor or an Affiliate of the Lessee or the Lease Guarantor.

2.2 Shelf Registration . (i) If, because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, the Pass Through Trustee, the Lessee or the Lease Guarantor is not permitted to effect the Exchange Offer as contemplated by Section 2.1 hereof, (ii) if for any other reason (A) the Exchange Offer Registration Statement is not declared effective within 210 calendar days following the Closing Date or (B) the Exchange Offer is not consummated within 270 calendar days after the Closing Date (provided that neither the Lessee nor the Lease Guarantor is then actively pursuing such effectiveness or consummation, as the case may be), (iii) upon the written request of the Initial Purchasers with respect to any Registrable Certificates which they acquired directly from the Pass Through Trust, the Lessee or the Lease Guarantor, (iv) upon the written request of any Holder that either (A) is not permitted pursuant to applicable law, SEC rules and regulations or applicable interpretations thereof by the staff of the SEC to participate in the Exchange Offer or (B) participates in the Exchange Offer and does not receive fully tradable Exchange Certificates pursuant to the Exchange Offer, or (v) if the Lessee and the Lease Guarantor so elect, then in case of each of clauses (i) through (v) the Lessee and the Lease Guarantor shall, at their cost:

	(a) as promptly as practicable, file with the SEC, and thereafter shall use their reasonable best efforts to cause to be declared or otherwise become effective as promptly as practicable but no later than 210 calendar days after the Closing Date, a Shelf Registration Statement relating to the offer and sale of the Registrable Certificates by the Holders from time to time in accordance with the methods of distribution elected by the Majority Holders participating in the Shelf Registration and set forth in such Shelf Registration Statement;

	(b) use their reasonable best efforts to keep the Shelf Registration Statement continuously effective in order to permit the Prospectus forming a part thereof to be usable by Holders for a period ending on the earliest of (i) two years from the Closing Date, (ii) the date on which the Registrable Certificates become eligible for resale without volume limitations pursuant to Rule 144 under the 1933 Act, or (iii) for such shorter period that will terminate when all Registrable Certificates covered by the Shelf Registration Statement have been sold pursuant to the Shelf Registration Statement or cease to be outstanding or otherwise to be Registrable Certificates; and

(c) notwithstanding any other provisions hereof, use their reasonable best efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming a part thereof and any supplement thereto complies in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) any Prospectus forming a part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or supplemented from time to time), does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading.

The Lessee and the Lease Guarantor further agree, if necessary, to supplement or amend the Shelf Registration Statement, as required by Section 3.1(b) below, and to furnish to the Depositary copies of any such supplement or amendment as promptly as reasonably practicable after its being used or filed with the SEC.

No Holder of Registrable Certificates shall be entitled to include any of its Registrable Certificates in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder agrees in writing to be bound by all of the provisions of this Agreement applicable to such Holder and furnishes to the Lessee or the Lease Guarantor in writing, within 15 days after receipt of a request therefor, such information as the Lessee and the Lease Guarantor may, after conferring with counsel with regard to information relating to Holders that would be required by the SEC to be included in such Shelf Registration Statement or Prospectus included therein, reasonably request for inclusion in any Shelf Registration Statement or Prospectus included therein. Each Holder as to which any Shelf Registration is being effected agrees promptly to furnish to the Lessee or the Lease Guarantor all information with respect to such Holder necessary to make the information previously furnished to the Lessee or the Lease Guarantor by such Holder not materially misleading.

2.3 Expenses . The Lessee and the Lease Guarantor shall pay all Registration Expenses in connection with the registration pursuant to Section 2.1 or 2.2 hereof. Each Holder shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder’s Registrable Certificates pursuant to the Shelf Registration Statement.

2.4 Effectiveness .

(a) The Lessee and the Lease Guarantor will be deemed not to have used their reasonable best efforts to cause the Exchange Offer Registration Statement or the Shelf Registration Statement, as the case may be, to become, or to remain, effective during the requisite period if the Lessee or the Lease Guarantor voluntarily takes any action that would, or omits to take any action which omission would, result in any such Registration Statement not being declared or otherwise becoming effective or in the Holders of Registrable Certificates covered thereby not being able to exchange or offer and sell such

	Registrable Certificates during that period as and to the extent contemplated hereby, unless such action is required by applicable law.

	(b) Neither an Exchange Offer Registration Statement pursuant to Section 2.1 hereof nor a Shelf Registration Statement pursuant to Section 2.2 hereof will be deemed to have become effective unless it has been declared effective by the SEC or otherwise become effective under the 1933 Act; provided, however, that if, after it has been declared or otherwise become effective, the offering of Registrable Certificates pursuant to a Shelf Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court, such Registration Statement will be deemed not to have become effective during the period of such interference until the offering of Registrable Certificates pursuant to such Registration Statement may legally resume.

2.5 Additional Interest . A “Non-Registration Event” shall be deemed to have occurred if the Exchange Offer is not consummated or the Shelf Registration Statement is not declared or does not otherwise become effective on or prior to the date that is 270 calendar days after the Closing Date and any such Non-Registration Event shall be deemed to continue until the Exchange Offer is consummated or the Shelf Registration Statement is declared effective by the SEC or has otherwise become effective. The Lessor Notes provide that upon the occurrence or during the continuation of a Non-Registration Event, the interest rate on the Lessor Notes will be increased by 0.25%.

2.6 Specific Enforcement . Without limiting the remedies available to the Initial Purchasers and the Holders, the Lessee and the Lease Guarantor acknowledge that any failure by the Lessee or the Lease Guarantor to comply with its obligations under Sections 2.1 and 2.2 hereof may result in material irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may be required to specifically enforce the Lessee’s and the Lease Guarantor’s obligations under Sections 2.1 and 2.2 hereof.

3. Registration Procedures .

3.1 In connection with the obligations of the Lessee and the Lease Guarantor with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Lessee and the Lease Guarantor shall:

(a) prepare and file with the SEC a Registration Statement, within the relevant time period specified in Section 2 hereof, on the appropriate form under the 1933 Act, which form (i) shall be selected by the Lessee and the Lease Guarantor, (ii) shall in the case of a Shelf Registration, be available for the sale of the Registrable Certificates by the selling Holders thereof, (iii) shall comply as to form in all material respects with the requirements of the applicable form and include or incorporate by reference all financial statements required by the SEC to be filed therewith or incorporated by reference therein, and (iv) shall comply in all respects with the requirements of Regulation S-T under the

	1933 Act, and use their best efforts to cause such Registration Statement to become effective and remain effective in accordance with Section 2 hereof;

	(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary under applicable law to keep such Registration Statement effective for the applicable period, and cause each Prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the 1933 Act and comply with the provisions of the 1933 Act applicable to them with respect to the disposition of all securities covered by each Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the selling Holders thereof;

	(c) in the case of a Shelf Registration, (i) notify the Depositary, at least five (5) business days prior to filing, that a Shelf Registration Statement with respect to the Registrable Certificates is being filed and advise the Depositary that the distribution of Registrable Certificates will be made in accordance with the method selected by the Majority Holders participating in the Shelf Registration; (ii) furnish to the Depositary and to each underwriter of an underwritten offering of Registrable Certificates, if any, without charge, as many copies of each Prospectus, including each preliminary Prospectus, and any amendment or supplement thereto and such other documents as the Depositary or underwriter may reasonably request, including financial statements and schedules and, if the Depositary so requests, all exhibits, in order to facilitate the public sale or other disposition of the Registrable Certificates; and (iii) hereby consent to the use of the Prospectus or any amendment or supplement thereto by each of the selling Holders of Registrable Certificates in connection with the offering and sale of the Registrable Certificates covered by the Prospectus or any amendment or supplement thereto;

	(d) use their best efforts to register or qualify the Registrable Certificates under all applicable state securities or “blue sky” laws of such jurisdictions as any Holder of Registrable Certificates covered by a Registration Statement and each underwriter of an underwritten offering of Registrable Certificates shall reasonably request in writing by the time the applicable Registration Statement is declared effective by the SEC or has otherwise become effective under the 1933 Act, and do any and all other acts and things which may be reasonably necessary or advisable to enable each such Holder and underwriter to consummate the disposition in each such jurisdiction of such Registrable Certificates owned by such Holder; provided, however, that neither the Lessee nor the Lease Guarantor shall be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1(d), or (ii) take any action which would subject it to general service of process or taxation in any such jurisdiction where it is not then so subject;

	(e) notify promptly each Holder of Registrable Certificates under a Shelf Registration or any Participating Broker-Dealer who has notified the Lessee or the Lease Guarantor that it is utilizing the Exchange Offer Registration Statement as provided in Section 3.1(f) hereof, and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly (i) when a Registration Statement has become

	effective and when any post-effective amendments and supplements thereto become effective, (ii) of any request by the SEC or any state securities authority for post-effective amendments and supplements to a Registration Statement and Prospectus or for additional information after the Registration Statement has become effective, (iii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) in the case of a Shelf Registration, if, between the effective date of a Registration Statement and the closing of any sale of Registrable Certificates covered thereby, the representations and warranties of either the Lessee or the Lease Guarantor contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (v) of the happening of any event or the discovery of any facts during the period a Shelf Registration Statement is effective which makes any statement made in such Registration Statement or related Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement or Prospectus in order to make the statements therein not misleading, and (vi) of the receipt by the Lessee or the Lease Guarantor of any notification with respect to the suspension of the qualification of the Registrable Certificates or the Exchange Certificates, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

	(f) in the case of the Exchange Offer Registration Statement (i) include in the Prospectus contained in the Exchange Offer Registration Statement a section entitled “Plan of Distribution” which section shall be reasonably acceptable to the Initial Purchasers or another representative of the Participating Broker-Dealers and shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the potential “underwriter” status of any broker-dealer that holds Registrable Certificates acquired for its own account as a result of market-making activities or other trading activities and that will be the beneficial owner (as defined in Rule 13d-3 under the 1934 Act) of Exchange Certificates to be received by such broker-dealer in the Exchange Offer, whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies, in the reasonable judgment of the Initial Purchasers and their counsel, represent the prevailing views of the staff of the SEC, including a statement that any such broker-dealer who receives Exchange Certificates for Registrable Certificates pursuant to the Exchange Offer may be deemed a statutory underwriter and must deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of such Exchange Certificates, (ii) furnish to each Participating Broker-Dealer who has delivered to the Lessee or the Lease Guarantor the notice referred to in Section 3.1(e) hereof, without charge, as many copies of each Prospectus included in the Exchange Offer Registration Statement, including any preliminary Prospectus, and any amendment or supplement thereto, as such Participating Broker-Dealer may reasonably request, (iii) hereby consent to the use of the Prospectus forming part of the Exchange Offer Registration Statement or any amendment or supplement thereto, by any person subject to the prospectus delivery requirement of the SEC, including all Participating Broker-Dealers, in connection with the sale or transfer of the Exchange Certificates covered by the Prospectus or any amendment or supplement thereto, and (iv) include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the Exchange Offer (x) the following provision:

	“if the exchange offeree is a broker-dealer holding Registrable Certificates acquired for its own account as a result of market-making activities or other trading activities, it will deliver a prospectus meeting the requirements of the 1933 Act in connection with any resale of Exchange Certificates received in respect of such Registrable Certificates pursuant to the Exchange Offer;” and

	(y) a statement to the effect that by a broker-dealer making the acknowledgment described in clause (x) and delivering a Prospectus in connection with the exchange of Registrable Certificates, the broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the 1933 Act;

	(g) (i) in the case of an Exchange Offer, furnish counsel for the Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel for the Holders of Registrable Certificates, copies of any comment letters received from the SEC or any other request by the SEC or any state securities authority for amendments or supplements to a Registration Statement and Prospectus or for additional information;

	(h) make every reasonable effort to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement at the earliest possible moment;

	(i) in the case of a Shelf Registration, furnish to the Depositary, and each underwriter, if any, without charge, at least one conformed copy of each Registration Statement and any post-effective amendment thereto, including financial statements and schedules (without documents incorporated therein by reference and exhibits thereto, unless requested);

	(j) in the case of a Shelf Registration, cooperate with the selling Holders of Registrable Certificates to facilitate the timely preparation and delivery of certificates representing Registrable Certificates to be sold and not bearing any restrictive legends, and enable such Registrable Certificates to be in such denominations (consistent with the provisions of the Pass Through Trust Agreement) and registered in such names as the selling Holders or the underwriters, if any, may reasonably request at least three (3) business days prior to the closing of any sale of Registrable Certificates;

	(k) in the case of a Shelf Registration, upon the occurrence of any event or the discovery of any facts, each as contemplated by Sections 3.1(e)(ii), 3.1(e)(iv), 3.1(e)(v) and 3.1(e)(vi) hereof, use their best efforts to prepare a supplement or post-effective amendment to the Registration Statement or the Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Certificates or Participating Broker-Dealers, such Prospectus will not contain at the time of such delivery any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and notify each Holder to suspend use of the Prospectus as promptly as practicable after the occurrence of such

	an event, and each Holder hereby agrees to suspend use of the Prospectus until such time as such Holder has received from the Lessee or the Lease Guarantor an amended or supplemented Prospectus correcting such misstatement or omission;

	(l) in the case of a Shelf Registration, a reasonable time prior to the filing of any Registration Statement, any Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or any document which is to be incorporated by reference into a Registration Statement or a Prospectus after initial filing of a Registration Statement, provide copies of such document to the Initial Purchasers on behalf of such Holders, and make representatives of the Lessee and the Lease Guarantor as shall be reasonably requested by the Holders of Registrable Certificates, or the Initial Purchasers on behalf of such Holders, available for discussion of such document;

	(m) obtain a CUSIP number for all Exchange Certificates or Registrable Certificates, as the case may be, not later than the effective date of a Registration Statement, and provide the Pass Through Trustee with printed certificates for the Exchange Certificates or the Registrable Certificates, as the case may be, in a form eligible for deposit with the Depositary;

	(n) (i) cause the Pass Through Trust Agreement to be qualified under the Trust Indenture Act of 1939, as amended (the “ TIA ”), in connection with the registration of the Exchange Certificates or Registrable Certificates, as the case may be, (ii) cooperate with the Pass Through Trustee and the Holders to effect such changes to the Pass Through Trust Agreement as may be required for the Pass Through Trust Agreement to be so qualified in accordance with the terms of the TIA, and (iii) execute, and use their best efforts to cause the Pass Through Trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable the Pass Through Trust Agreement to be so qualified in a timely manner;

	(o) in the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Certificates and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration:

	(i) make such representations and warranties to the Holders of such Registrable Certificates and the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar underwritten offerings as may be reasonably requested by them;

	(ii) obtain opinions of counsel to the Lessee and the Lease Guarantor and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Registrable Certificates being sold) addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or

	underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

	(iii) if requested by any selling Holder of Registrable Certificates or underwriter, obtain “cold comfort” letters and updates thereof from the independent registered public accounting firm of the Lessee and the Lease Guarantor who have certified the financial statements of either such entity and any other entity included or incorporated by reference in the Registration Statement addressed to the such underwriters, if any, and use reasonable efforts to have such letter addressed to the selling Holders of Registrable Certificates (to the extent consistent with SAS 72), such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters to underwriters in connection with similar underwritten offerings;

	(iv) enter into a securities sales agreement with the Holders and an agent of the Holders providing for, among other things, the appointment of such agent for the selling Holders for the purpose of soliciting purchases of Registrable Certificates, which agreement shall be in form, substance and scope customary for similar offerings;

	(v) if an underwriting agreement is entered into, cause the same to set forth indemnification provisions and procedures substantially equivalent to the indemnification provisions and procedures set forth in Sections 4 and 5 hereof with respect to the underwriters and all other parties to be indemnified pursuant to said Sections or, at the request of any underwriters, in the form customarily provided to such underwriters in similar types of transactions; and

	(vi) deliver such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the Holders of a majority in principal amount of the Registrable Certificates being sold and the managing underwriters, if any.

	The above shall be done at (i) the effectiveness of such Registration Statement (and each post-effective amendment thereof) and (ii) each closing under any underwriting or similar agreement as and to the extent required thereunder;

	(p) in the case of a Shelf Registration, make available for inspection by representatives of the Holders of the Registrable Certificates and any underwriters participating in any disposition pursuant to a Shelf Registration Statement and any counsel or accountant retained by such Holders or underwriters, all financial and other records, pertinent corporate documents and properties of the Lessee and the Lease Guarantor reasonably requested by any such persons and use their reasonable best efforts to cause the respective officers, directors, employees, and any other agents of the Lessee and the Lease Guarantor to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement, and make such representatives of the Lessee and the Lease

	Guarantor available for discussion of such documents as shall be reasonably requested by the Initial Purchasers;

	(q)

	(i) in the case of an Exchange Offer Registration Statement, within a reasonable time prior to the filing of any Exchange Offer Registration Statement, any Prospectus forming a part thereof, any amendment to an Exchange Offer Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Initial Purchasers and make such changes in any such document prior to the filing thereof as the Initial Purchasers may reasonably request and, except as otherwise required by applicable law, not file any such document in a form to which the Initial Purchasers on behalf of the Holders of Registrable Certificates shall reasonably object; and

	(ii) in the case of a Shelf Registration, within a reasonable time prior to filing any Shelf Registration Statement, any Prospectus forming a part thereof, any amendment to such Shelf Registration Statement or amendment or supplement to such Prospectus, provide copies of such document to the Depositary, to the Initial Purchasers, to counsel on behalf of the Holders and to the underwriter or underwriters of an underwritten offering of Registrable Certificates, if any, make such changes in any such document prior to the filing thereof as the Initial Purchasers, the counsel to the Holders or the underwriter or underwriters reasonably request and not file any such document in a form to which the Majority Holders or the Initial Purchasers on behalf of the Holders of Registrable Certificates or any underwriter may reasonably object and make the representatives of the Lessee and the Lease Guarantor available for discussion of such document as shall be reasonably requested by the Holders of Registrable Certificates, the Initial Purchasers on behalf of such Holders, or any underwriter;

	(r) in the case of a Shelf Registration, use their reasonable best efforts to cause all Registrable Certificates to be listed on any securities exchange on which similar securities issued by the Pass Through Trust, the Lessee or the Lease Guarantor are then listed if requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Certificates, if any;

	(s) in the case of a Shelf Registration, use their reasonable best efforts to cause the Registrable Certificates to be rated by the appropriate rating agencies, if so requested by the Majority Holders, or if requested by the underwriter or underwriters of an underwritten offering of Registrable Certificates, if any;

	(t) otherwise comply with all applicable rules and regulations of the SEC and make available to security holders, as soon as reasonably practicable, an earnings statement covering at least 12 months which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

	(u) cooperate and assist in any filings required to be made with the NASD and, in the case of a Shelf Registration, in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of the NASD); and

	(v) in the case of any Exchange Offer Registration Statement, upon consummation of an Exchange Offer,

	(A) obtain a customary opinion of counsel to the Lessee and the Lease Guarantor addressed to the Pass Through Trustee for the benefit of all Holders of Registrable Certificates participating in the Exchange Offer, and which includes the opinions that (i) the Lessee and the Lease Guarantor have duly authorized, executed and delivered the Pass Through Trust Agreement and (ii) each of the Lessee and, where appropriate, the Lease Guarantor, has duly authorized, executed and delivered each of the Operative Documents to which it is a party and (x) the Exchange Certificates constitute legal, valid and binding obligations of the Pass Through Trust, enforceable against the Pass Through Trust in accordance with their terms (with customary exceptions), (y) the Pass Through Trust Agreement constitutes a legal, valid and binding obligation of each of the Lessee and the Lease Guarantor, enforceable against the Lessee and the Lease Guarantor, in accordance with its terms (with customary exceptions) and (z) each of the Operative Documents to which the Lessee or Lease Guarantor is a party constitutes a valid and binding agreement enforceable against the Lessee and, where appropriate, the Lease Guarantor, in accordance with its terms (with customary exceptions); and

	(B) deliver to the Initial Purchasers or to another representative of the Participating Broker-Dealers, if requested by the Initial Purchasers or such other representative of the Participating Broker-Dealers, on behalf of the Participating Broker-Dealers (i) an opinion of counsel or opinions of counsel substantially in the form attached hereto as Exhibit A and (ii) an officers’ certificate substantially in the form customarily delivered in a public offering of debt securities.

In the case of a Shelf Registration Statement, the Lessee and the Lease Guarantor may (as a condition to such Holder’s participation in the Shelf Registration) require each Holder of Registrable Certificates to furnish to the Lessee or the Lease Guarantor such information regarding the Holder and the proposed distribution by such Holder of such Registrable Certificates as the Lessee or the Lease Guarantor may from time to time reasonably request in writing for use in connection with any Shelf Registration Statement or Prospectus included therein, including, without limitation, information specified in Item 507 of Regulation S-K under the 1933 Act. Each Holder as to which any Shelf Registration is being effected agrees to furnish promptly to the Lessee or the Lease Guarantor all information required to be disclosed with respect to such Holder in order to make any information with respect to such Holder previously furnished to the Lessee or the Lease Guarantor by such Holder not materially misleading.

In the case of a Shelf Registration Statement, each Holder agrees that, upon receipt of any notice directly or indirectly from the Lessee or the Lease Guarantor of the happening of any event or the discovery of any facts, each of the kind described in Section

3.1(e)(v) hereof, such Holder will forthwith discontinue disposition of Registrable Certificates pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.1(k) hereof, and, if so directed by the Lessee or the Lease Guarantor, such Holder will deliver to the Lessee or the Lease Guarantor (at such Holder’s expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Certificates current at the time of receipt of such notice.

If any of the Registrable Certificates covered by any Shelf Registration Statement are to be sold in an underwritten offering, the underwriter or underwriters and manager or managers that will manage such offering will be selected by the Majority Holders of such Registrable Certificates included in such offering and shall be acceptable to the Lessee or the Lease Guarantor. No Holder of Registrable Certificates may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Certificates on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting agreement.

3.2 In connection with the obligations of the Lessee and the Lease Guarantor with respect to Registration Statements pursuant to Sections 2.1 and 2.2 hereof, the Pass Through Trustee shall:

	(a) notify promptly each Holder of Registrable Certificates under a Shelf Registration or any Participating Broker-Dealer who has notified the Lessee or the Lease Guarantor that it is utilizing the Exchange Offer Registration Statement as provided in Section 3.1(f) hereof, and, if requested by such Holder or Participating Broker-Dealer, confirm such advice in writing promptly of the receipt by the Pass Through Trustee of any notification with respect to the suspension of the qualification of the Registrable Certificates or the Exchange Certificates, as the case may be, for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

	(b) in the case of a Shelf Registration, enter into agreements (including underwriting agreements) and take all other customary and appropriate actions in order to expedite or facilitate the disposition of such Registrable Certificates and in such connection whether or not an underwriting agreement is entered into and whether or not the registration is an underwritten registration, obtain an opinion of counsel to the Pass Through Trustee and updates thereof (which counsel and opinion (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters, if any, and the holders of a majority in principal amount of the Registrable Certificates being sold) addressed to each selling Holder and the underwriters, if any, covering the matters customarily covered in opinions requested in sales of securities or underwritten offerings and such other matters as may be reasonably requested by such Holders and underwriters;

	(c) in the case of a Shelf Registration, make available for inspection by representatives of the Holders of the Registrable Certificates and any underwriters participating in any disposition pursuant to a Shelf Registration Statement and any

	counsel or accountant retained by such Holders or underwriters, all financial and other records, pertinent corporate documents and properties of the Pass Through Trustee reasonably requested by any such persons and use their reasonable best efforts to cause the respective officers, directors, employees, and any other agents of the Pass Through Trustee to supply all information reasonably requested by any such representative, underwriter, special counsel or accountant in connection with a Registration Statement, and make such representatives of the Pass Through Trustee available for discussion of such documents as shall be reasonably requested by the Initial Purchasers;

	(d) in the case of a Shelf Registration, make the representatives of the Pass Through Trustee available for discussion of such document as shall be reasonably requested by the Holders of Registrable Certificates, the Initial Purchasers on behalf of such Holders, or any underwriter; and

	(e) in the case of any Exchange Offer Registration Statement, upon consummation of an Exchange Offer, obtain a customary opinion of counsel to the Pass Through Trustee addressed to the Pass Through Trustee for the benefit of all Holders of Registrable Certificates participating in the Exchange Offer which includes the opinions that (i) the Pass Through Trustee has duly authorized, executed and delivered on behalf of the Pass Through Trust the Exchange Certificates, (ii) the Pass Through Trustee has duly authorized, executed and delivered the Pass Through Trust Agreement and (iii) the Pass Through Trustee has duly authorized, executed and delivered each of the Operative Documents to which it is a party and (x) the Exchange Certificates constitute legal, valid and binding obligations of the Pass Through Trust, enforceable against the Pass Through Trust in accordance with their terms (with customary exceptions), (y) the Pass Through Trust Agreement constitutes a legal, valid and binding obligation of the Pass Through Trustee, enforceable against the Pass Through Trustee, in accordance with its terms (with customary exceptions) and (z) each of the Operative Documents to which the Pass Through Trustee is a party constitutes a valid and binding agreement enforceable against the Pass Through Trustee, in accordance with its terms (with customary exceptions).

4. Indemnification .

4.1 Indemnification by the Lessee and the Lease Guarantor . The Lessee and the Lease Guarantor agree to indemnify and hold harmless the each Initial Purchaser, its directors and officers, each Holder, each Participating Broker-Dealer, each Person who participates as an underwriter (any such Person being an “Underwriter”) and each Person, if any, who controls any Holder or Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act from and against any and all losses, claims, damages and liabilities that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement pursuant to which Exchange Certificates or Registrable Certificates were registered under the 1933 Act or any related Prospectus or any related Issuer Free Writing Prospectus (as that term is defined in Rule 433(h)(1) under the 1933 Act), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and agree to reimburse each Initial Purchaser and each controlling person, as incurred, for any legal or other expenses reasonably incurred by it or him/her in connection with investigating or defending any such loss,

claim, damage or liability, except insofar as such losses, claims, damages or liabilities arise out of or are based upon any such untrue statement or alleged untrue statement or omission or alleged omission or are based upon information furnished in writing to the Lessee or the Lease Guarantor by any Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter with respect to such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter, as the case may be, specifically for inclusion therein.

4.2 Indemnification by the Holders, Initial Purchasers, Participating Broker-Dealers and Underwriters . Each Holder, each Initial Purchaser, each Participating Broker-Dealer and each Underwriter severally, but not jointly, agrees to indemnify and hold harmless the Lessee, the Lease Guarantor, each other Initial Purchaser, each other Participating Broker-Dealer, each other Underwriter and each other selling Holder, and each of their respective directors and officers, and each Person, if any, who controls the Lessee, the Lease Guarantor, any Initial Purchaser, any Participating Broker-Dealer, any Underwriter, or any other selling Holder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity contained in Section 4.1 hereof, but only with reference to written information relating to such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter furnished in writing to the Lessee or the Lease Guarantor by such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter specifically for inclusion in the Shelf Registration Statement or such Prospectus; provided, however, that no such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter shall be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter from the sale of Registrable Certificates pursuant to such Shelf Registration Statement. This indemnity agreement will be in addition to any liability which such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter may otherwise have.

4.3 Actions Against Parties; Notification. Promptly after receipt by an indemnified party under Section 4.1 or 4.2 hereof of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Section 4.1 or 4.2 hereof, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party (i) will not relieve it from any liability under Section 4.1 or 4.2 hereof unless and to the extent such failure results in the loss by the indemnifying party of substantial rights and defenses and (ii) will not, in any event relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in Section 4.1 or 4.2 hereof. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such action (including any impleaded parties) include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded upon advice of counsel that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one separate counsel for all such indemnified parties. Such counsel shall be designated in writing by the Representatives in the case of parties indemnified pursuant to the second preceding

paragraph, and by the Lessee or the Lease Guarantor in the case of parties indemnified pursuant to the first preceding paragraph.

4.4 Settlement Without Consent . The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there has been a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. An indemnifying party will not, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether the indemnified parties are actual or potential parties to such claim or action) unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such claim, action, suit or proceeding and (ii) does not include any statement as to, or any admission of, fault, culpability or failure to act by or on behalf of any indemnified party.

5. Contribution . In the event that the indemnity provided for in Section 4.1 or 4.2 hereof is held by a court to be unavailable, in whole or in part, to hold harmless an indemnified party for any reason, then each applicable indemnifying party shall have several and not joint obligation to contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating or defending same) (collectively “ Losses ”) to which such indemnified party may be subject in such proportion as is appropriate to reflect the relative benefits received by such indemnifying party, on the one hand, and such indemnified party, on the other hand, from the offering of the Certificates, the Exchange Certificates or the Registrable Certificates and the Registration Statement which resulted in such Losses. If the allocation provided by the immediately preceding sentence is held by a court to be unavailable for any reason, the indemnifying party and the indemnified party shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such indemnifying party on the one hand and of such indemnified party on the other hand in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. Benefits received by the Lessee and the Lease Guarantor shall be deemed to be equal to the sum of (x) the total net proceeds from the offering (before deducting expenses) and (y) the total amount of Additional Interest (as defined in Section 2.5 hereof) which was not required to be paid as a result of registering the securities covered by the Registration Statement which resulted in the Losses. Benefits received by the Initial Purchasers shall be deemed to be equal to the total discounts and commissions, and benefits received by any other Holders shall be deemed to be equal to the value of receiving Certificates, Exchange Certificates or Registrable Certificates, as applicable, registered under the 1933 Act. Benefits received by any Participating Broker-Dealer shall be deemed to be equal to the total commissions relating to the market-making and exchange of Registrable Certificates for Exchange Certificates. Benefits received by any Underwriter shall be deemed to be equal to the total underwriting discounts and commissions, as set forth on the cover page of the Prospectus forming a part of the Registration Statement which resulted in such Losses. Relative fault shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the indemnifying party on the one hand or by the indemnified party on the other hand, the intent of the parties and their relative knowledge,

access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding the provisions of this Section 5, no Initial Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Certificates underwritten by it and distributed by it to the public were offered to the public exceeds the amounts of any damages which such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission; nor shall any Participating Broker-Dealer be required to contribute any amount in excess of the amount by which the total price at which the Certificates exchanged for Exchange Certificates by it were offered to the public exceeds the amounts of any damages which such Participating Broker-Dealer has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission; nor, shall any Underwriter in the case of a Shelf Registration Statement be required to contribute any amount in excess of the amount by which the total price at which the Certificates underwritten by it exceeds the amounts of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The parties agree that it would not be just and equitable if contribution were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to above. Notwithstanding the provisions of this Section 5, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

For purposes of this Section 5, each person, if any, who controls a Holder, an Initial Purchaser, a Participating Broker-Dealer or an Underwriter, in each case, within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, shall have the same rights to contribution as such Holder, Initial Purchaser, Participating Broker-Dealer or Underwriter, as the case may be, and each officer of the Lessee or the Lease Guarantor who shall have signed the Registration Statement, each director of the Lessee or the Lease Guarantor and each person, if any, who controls the Lessee or the Lease Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Lessee or the Lease Guarantor.

6. Miscellaneous .

6.1 Rule 144 and Rule 144A . For so long as either of the Lessee and/or the Lease Guarantor is not subject to the reporting requirements of Section 13 or 15 of the 1934 Act, the Lessee or Lease Guarantor, as the case may be, covenants that it will upon the request of any Holder of Registrable Certificates (a) make publicly available such information as is necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver such information to a prospective purchaser as is necessary to permit sales pursuant to Rule 144A under the 1933 Act, and (c) take such further action that is reasonable in the circumstances, in each case, to the extent required from time to time to enable such Holder to sell its Registrable Certificates without registration under the 1933 Act within the limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended from time to time, or (iii) any similar rules or regulations hereafter adopted by the SEC. Upon the request of any Holder of Registrable Certificates, the Lessee and Lease Guarantor will each deliver to such Holder a written statement

as to whether it has complied with such requirements. Each of the Lessee and the Lease Guarantor agrees to comply with the information obligations to the extent that it is required by applicable law or regulation.

If either or both of the Lessee and the Lease Guarantor become subject to the reporting requirements of Section 13 or 15 of the 1934 Act, each of the Lessee and/or the Lease Guarantor, as the case may be, covenants that it will file the reports required to be filed by it under the 1933 Act and Section 13(a) or 15(d) of the 1934 Act and the rules and regulations adopted by the SEC thereunder, unless it ceases to be so required to file such reports, in which case it will comply with the covenants in the immediately preceding paragraph.

6.2 No Inconsistent Agreements . Neither the Lessee nor the Lease Guarantor has entered into and the Lessee and the Lease Guarantor will not after the date of this Agreement enter into any agreement which is inconsistent with the rights granted to the Holders of Registrable Certificates in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with the rights granted to the Holders of the Lessee’s or the Lease Guarantor’s other issued and outstanding securities under any such agreements.

6.3 Amendments and Waivers . The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers of consents to departures from the provisions hereof may not be given unless the Lessee or the Lease Guarantor has obtained the written consent of (i) Majority Holders and (ii) Participating Broker-Dealers holding a majority in aggregate principal amount of the Exchange Certificates held by all Participating Broker-Dealers, in each case to the extent affected by such amendment, modification, supplement, waiver or departure.

6.4 Notices . All notices and other communications provided for or permitted hereunder shall be made in writing by hand delivery, registered first-class mail, telex, facsimile transmission, or any courier guaranteeing overnight delivery (a) if to the Depositary, at 55 Water Street, New York, New York 10041 or if The Depository Trust Company is no longer the Depositary, at the most current address given by the Depositary to the Pass Through Trustee, the Lessee or the Lease Guarantor by means of a notice given in accordance with the provisions of this Section 6.4; (b) if to a Holder, at the most current address given by such Holder to the Pass Through Trustee, the Lessee or the Lease Guarantor by means of a notice given in accordance with the provisions of this Section 6.4, which address initially is the address set forth in the Purchase Agreement with respect to the Initial Purchasers; (c) if to the Lessee, initially at the Lessee’s address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 6.4, (d) if to the Lease Guarantor, initially at the Lease Guarantor’s address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 6.4, (e) if to the Pass Through Trustee, initially at the Pass Through Trustee’s address set forth in the Purchase Agreement, and thereafter at such other address of which notice is given in accordance with the provisions of this Section 6.4.

All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; two (2) business days after being deposited in

the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt is acknowledged, if transmitted by facsimile; and on the next business day if timely delivered to an air courier guaranteeing overnight delivery.

6.5 Successor and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors, assigns and transferees of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders and Participating Broker-Dealers; provided that nothing herein shall be deemed to permit any assignment, transfer or other disposition of Registrable Certificates in violation of the terms of the Purchase Agreement. If any transferee of any Holder shall acquire Registrable Certificates, in any manner, whether by operation of law or otherwise, such Registrable Certificates shall be held subject to all of the terms of this Agreement, and by taking any holding such Registrable Certificates such person shall be conclusively deemed to have agreed to be bound by and to perform all of the terms and provisions of this Agreement, including the restrictions on resale set forth in this Agreement and, if applicable, the Purchase Agreement, and such person shall be entitled to receive the benefits hereof.

6.6 Third Party Beneficiaries . The Initial Purchasers (even if the Initial Purchasers are not Holders of Registrable Certificates) shall be third party beneficiaries to the agreements made hereunder between the Pass Through Trustee, the Lessee and the Lease Guarantor on the one hand, and the Holders, on the other hand, and shall have the right to enforce such agreements directly to the extent they deem such enforcement necessary or advisable to protect their rights or the rights of Holders hereunder. Each Holder of Registrable Certificates shall be a third party beneficiary to the agreements made hereunder between the Pass Through Trustee, the Lessee and the Lease Guarantor, on the one hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce such agreements directly to the extent it deems such enforcement necessary or advisable to protect its rights hereunder.

6.7 Counterparts . This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

6.8 Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

6.9 GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.

6.10 Severability . In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Pass Through Trustee


	By: /s/ Biagio S. Impala Name: Biagio S. Impala Title: Vice President


	FIRSTENERGY GENERATION CORP.
	as Lessee


	By: /s/ Randy Scilla
	Name: Randy Scilla
	Title: Assistant Treasurer


	FIRSTENERGY SOLUTIONS CORP.
	as Lease Guarantor


	By: /s/ Randy Scilla
	Name: Randy Scilla
	Title: Assistant Treasurer

S-1
[REGISTRATION RIGHTS AGREEMENT]

Confirmed and accepted as
of the date first above written:

MORGAN STANLEY & CO. INCORPORATED

By: /s/ Patrick Käufer
       Name: Patrick Käufer
       Title: Managing Director

CREDIT SUISSE SECURITIES (USA) LLC

By: /s/ John Cogan
       Name: John Cogan
       Title: Director

Acting as Representatives of the Initial Purchasers

S-2
[REGISTRATION RIGHTS AGREEMENT]

Exhibit A

Form of Opinion of Counsel

We are of the opinion that the Exchange Offer Registration Statement and the Prospectus (other than the financial statements or schedules thereto and other financial data and supplemental schedules included or incorporated by reference therein or omitted therefrom and the Form(s) T-1, as to which we need express no opinion), comply as to form in all material respects with the requirements of the 1933 Act and the applicable rules and regulations promulgated under the 1933 Act.

In addition, we have participated in conferences with officers and other representatives of the Pass Through Trustee, the Lessee and the Lease Guarantor, representatives of the independent public accountants of the Pass Through Trustee, the Lessee and the Lease Guarantor and representatives of the Initial Purchasers, at which the contents of the Exchange Offer Registration Statement and the Prospectus and related matters were discussed and, although we are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Exchange Offer Registration Statement and the Prospectus and have not made any independent check or verification thereof, during the course of such participation, no facts came to our attention that caused us to believe that the Exchange Offer Registration Statement or any amendment thereto, at the time the Exchange Offer Registration Statement or any such amendment became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto, at the time the Prospectus was issued, at the time any such amended or supplemented Prospectus was issued or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; it being understood that we express no belief with respect to the financial statements and schedules and other financial data included in the Exchange Offer Registration Statement and the Prospectus.

EXHIBIT 99-1

SCHEDULE I

The following documents relating to the sale and leaseback transaction, have been provided in this filing:

•	Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, the applicable Lessor, U.S. Bank Trust National Association, as Trust Company, the applicable Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee

•	Trust Agreement, dated as of June 26, 2007, between the applicable Owner Participant and U.S. Bank Trust National Association, as Owner Trustee

•	Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between the applicable Lessor and The Bank of New York Trust Company, N.A., as Indenture Trustee

•	6.85% Lessor Note due 2034


•	Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor

•	Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor

•	Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor

•	Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor

•	Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007

•	Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp. and the applicable Lessor

The corresponding documents listed below are substantially identical in all material respects to the documents listed above, with the following exceptions: (1) conforming changes have been made to reflect the applicable Lessor and Owner Participant; (2) conforming changes have been made to reflect each Lessor’s applicable undivided interest in Unit 1 of the Bruce Mansfield Generating Plant; and (3) the schedules and exhibits to certain documents differ.

Mansfield 2007 Trust A:

1-1	Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, Mansfield 2007 Trust A, as Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee

1-2	Trust Agreement of Mansfield 2007 Trust A, dated as of June 26, 2007, between Hillbrook Corp., as Owner Participant and U.S. Bank Trust National Association, as Owner Trustee

1-3	Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between Mansfield 2007 Trust A, as Mortgagor and Debtor, and The Bank of New York Trust Company, N.A., as Indenture Trustee

1-4	Mansfield 2007 Trust A 6.85% Lessor Note due 2034 in the amount of $204,354,000.00

1-5	Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Grantor, and Mansfield 2007 Trust A, as Grantee

1-6	Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust A, as Lessor

1-7	Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Lessor, and Mansfield 2007 Trust A, as Site Lessee

1-8	Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Sublessee, and Mansfield 2007 Trust A, as Site Sublessor

1-9	Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007

1-10	Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust A, as Lessor

Mansfield 2007 Trust B:

2-1	Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, Mansfield 2007 Trust B, as Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee

2-2	Trust Agreement of Mansfield 2007 Trust B, dated as of June 26, 2007, between Hillbrook Corp., as Owner Participant and U.S. Bank Trust National Association, as Owner Trustee

2-3	Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between Mansfield 2007 Trust B, as Mortgagor and Debtor, and The Bank of New York Trust Company, N.A., as Indenture Trustee

2-4	Mansfield 2007 Trust B 6.85% Lessor Note due 2034 in the amount of $181,648,000.00

2-5	Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Grantor, and Mansfield 2007 Trust B, as Grantee

2-6	Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust B, as Lessor

2-7	Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Lessor, and Mansfield 2007 Trust B, as Site Lessee

2-8	Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Sublessee, and Mansfield 2007 Trust B, as Site Sublessor

2-9	Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007

2-10	Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust B, as Lessor

Mansfield 2007 Trust C:

3-1	Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, Mansfield 2007 Trust C, as Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee

3-2	Trust Agreement of Mansfield 2007 Trust C, dated as of June 26, 2007, between Hillbrook Corp., as Owner Participant and U.S. Bank Trust National Association, as Owner Trustee

3-3	Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between Mansfield 2007 Trust C, as Mortgagor and Debtor, and The Bank of New York Trust Company, N.A., as Indenture Trustee

3-4	Mansfield 2007 Trust C 6.85% Lessor Note due 2034 in the amount of $181,648,000.00

3-5	Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Grantor, and Mansfield 2007 Trust C, as Grantee

3-6	Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust C, as Lessor

3-7	Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Lessor, and Mansfield 2007 Trust C, as Site Lessee

3-8	Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Sublessee, and Mansfield 2007 Trust C, as Site Sublessor

3-9	Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007

3-10	Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust C, as Lessor

Mansfield 2007 Trust D:

4-1	Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, Mansfield 2007 Trust D, as Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee

4-2	Trust Agreement of Mansfield 2007 Trust D, dated as of June 26, 2007, between Hillbrook Corp., as Owner Participant and U.S. Bank Trust National Association, as Owner Trustee

4-3	Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between Mansfield 2007 Trust D, as Mortgagor and Debtor, and The Bank of New York Trust Company, N.A., as Indenture Trustee

4-4	Mansfield 2007 Trust D 6.85% Lessor Note due 2034 in the amount of $181,648,000.00

4-5	Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Grantor, and Mansfield 2007 Trust D, as Grantee

4-6	Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust D, as Lessor

4-7	Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Lessor, and Mansfield 2007 Trust D, as Site Lessee

4-8	Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Sublessee, and Mansfield 2007 Trust D, as Site Sublessor

4-9	Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007

4-10	Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust D, as Lessor

Mansfield 2007 Trust E:

5-1	Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, Mansfield 2007 Trust E, as Lessor, U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee

5-2	Trust Agreement of Mansfield 2007 Trust E, dated as of June 26, 2007, between Hillbrook Corp., as Owner Participant and U.S. Bank Trust National Association, as Owner Trustee

5-3	Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between Mansfield 2007 Trust E, as Mortgagor and Debtor, and The Bank of New York Trust Company, N.A., as Indenture Trustee

5-4	Mansfield 2007 Trust E 6.85% Lessor Note due 2034 in the amount of $181,648,000.00

5-5	Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Grantor, and Mansfield 2007 Trust E, as Grantee

5-6	Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust E, as Lessor

5-7	Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Lessor, and Mansfield 2007 Trust E, as Site Lessee

5-8	Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Sublessee, and Mansfield 2007 Trust E, as Site Sublessor

5-9	Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007

5-10	Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust E, as Lessor

Mansfield 2007 Trust F:

6-1	Participation Agreement, dated as of June 26, 2007, among FirstEnergy Generation Corp., as Lessee, FirstEnergy Solutions, as Guarantor, Mansfield 2007 Trust F, as Lessor, U.S. Bank Trust National Association, as Trust Company, BM1, LLC, as Owner Participant, The Bank of New York Trust Company, N.A., as Indenture Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee

6-2	Trust Agreement of Mansfield 2007 Trust F, dated as of June 26, 2007, between BM1, LLC, as Owner Participant and U.S. Bank Trust National Association, as Owner Trustee

6-3	Indenture of Trust, Open-End Mortgage and Security Agreement, dated as of July 1, 2007, between Mansfield 2007 Trust F, as Mortgagor and Debtor, and The Bank of New York Trust Company, N.A., as Indenture Trustee

6-4	Mansfield 2007 Trust F 6.85% Lessor Note due 2034 in the amount of $204,354,000.00

6-5	Bill of Sale and Transfer, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Grantor, and Mansfield 2007 Trust F, as Grantee

6-6	Facility Lease Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust F, as Lessor

6-7	Site Lease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Lessor, and Mansfield 2007 Trust F, as Site Lessee

6-8	Site Sublease, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Site Sublessee, and Mansfield 2007 Trust F, as Site Sublessor

6-9	Guaranty of FirstEnergy Solutions Corp., dated as of July 1, 2007

6-10	Support Agreement, dated as of July 1, 2007, between FirstEnergy Generation Corp., as Lessee, and Mansfield 2007 Trust F, as Lessor