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	 


	 
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	 	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 	 


	 
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		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).
	 

	 
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		                                “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;


	 
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	 	 	                                (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;


	 
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	 	 	                  (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 


	 
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	 	 	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 
	 

	 
		5
	 

	 

	 
	 

	 

	 
		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
		
	 

	 
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		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, 
	 

	 
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		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.
	 

	 
		8
	 

	 

	 
	 

	 

	 
		                                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.
	 

	 
		9
	 

	 

	 
	 

	 

	 
		                                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
	 

	 
		10
	 

	 

	 
	 

	 

	 
		                                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


	 
		11
	 

	 

	 
	 

	 

	 	 	                  (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.
	 

	 
		12
	 

	 

	 
	 

	 
	 
		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.


	 
		13
	 

	 

	 
	 

	 

	 	 	                  (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;


	 
		14
	 

	 

	 
	 

	 

	 	 	        (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.


	 
		15
	 

	 

	 
	 

	 

	 
		                                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 


	 
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	 	 	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 
	 

	 
		17
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		18
	 

	 

	 
	 

	 

	 
		                                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.
	 

	 
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		                                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