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.


	 
		2
	 

	 

	 
	 

	 

	 	 	                “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).


	 
		3
	 

	 

	 
	 

	 

	 	 	                “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 


	 
		4
	 

	 

	 
	 

	 

	 	 	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 


	 
		5
	 

	 

	 
	 

	 

	 	 	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
		
	 

	 
		6
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		7
	 

	 

	 
	 

	 

	 
		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 
	 

	 
		8
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		9
	 

	 

	 
	 

	 

	 
		                                (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 
	 

	 
		10
	 

	 

	 
	 

	 

	 
		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 
	 

	 
		11
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		12
	 

	 

	 
	 

	 

	 
		                                (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 
	 

	 
		13
	 

	 

	 
	 

	 

	 
		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 


	 
		14
	 

	 

	 
	 

	 

	 	 	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.
	 

	 
		15
	 

	 

	 
	 

	 

	 
		                                (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, 
	 

	 
		16
	 

	 

	 
	 

	 

	 
		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

	 

	 
		17
	 

	 

	 
	 

	 

	 
		 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
		
	 

	 
		18
	 

	 

	 
	 

	 

	 
		(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;


	 
		19
	 

	 

	 
	 

	 

	 	 	                (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 
	 

	 
		20
	 

	 

	 
	 

	 

	 
		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 

	 

	 
		21
	 

	 

	 
	 

	 

	 
		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,
		
	 

	 
		22
	 

	 

	 
	 

	 

	 
		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
	 

	 
		23
	 

	 

	 
	 

	 

	 
		 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 
	 

	 
		24
	 

	 

	 
	 

	 

	 
		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 


	 
		25
	 

	 

	 
	 

	 

	 	 	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, 
	 

	 
		26
	 

	 

	 
	 

	 

	 
		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 
	 

	 
		27
	 

	 

	 
	 

	 

	 
		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
	 

	 
		28
	 

	 

	 
	 

	 

	 
		                                (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.
	 

	 
		29
	 

	 

	 
	 

	 

	 
		                                (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 
	 

	 
		30
	 

	 

	 
	 

	 

	 
		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 
	 

	 
		31
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		32
	 

	 

	 
	 

	 

	 
		                                (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
	 

	 
		33
	 

	 

	 
	 

	 

	 
		                                (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 
	 

	 
		34
	 

	 

	 
	 

	 

	 
		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 
	 

	 
		35
	 

	 

	 
	 

	 

	 
		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 
	 

	 
		36
	 

	 

	 
	 

	 

	 
		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;
	 

	 
		                                (c)   to surrender
		any right or power herein conferred upon the Lessee or the Guarantor;
	 

	 
		                                (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;
	 

	 
		37
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		38
	 

	 

	 
	 

	 

	 
		                                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 
	 

	 
		39
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		40
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		42
	 

	 

	 
	 

	 

	 
		            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).
	 

	 
		43
	 

	 

	 
	 

	 

	 
		                                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 Pass-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 Pass-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 Pass-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 


	 
		Sch. I-1
	 

	 

	 
	 

	 

	 	 	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 Pass-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 Pass-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 Pass-Through
			 Trust Company.


	 
		A-2
	 

	 

	 
	 

	 

	 
		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.


	 
		A-1
	 

	 

	 
	 

	 

	 
		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 
	 

	 
		A-2
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		A-3
	 

	 

	 
	 

	 

	 	 	
			 
				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 
	 

	 
		A-4
	 

	 

	 
	 

	 

	 
		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.
	 

	 
		A-5
	 

	 

	 
	 

	 

	 
		                                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: 


	 
		A-6
	 

	 

	 
	 

	 

	 
		[ 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.
	 

	 
		A-7
	 

	 

	 
	 

	 

	 
		                                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.
	 

	 
		A-8
	 

	 

	 
	 

	 

	 
		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
			 


	 
		D-2
	 

	 

	 
	 

	 

	 	 	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