EXHIBIT
		10-3
	 

	 
		EXECUTION
		COPY
	 

	 
		THIS DOCUMENT CONSTITUTES,
		AMONG OTHER THINGS, A SECURITY AGREEMENT AND A FIXTURE FILING WITHIN THE
		MEANING OF THE PENNSYLVANIA UNIFORM COMMERCIAL CODE—SECURED
		TRANSACTIONS.
	 

	 	



	 	 
	INDENTURE OF TRUST, OPEN-END
			 MORTGAGE
 AND SECURITY AGREEMENT
	 
	 
	Dated as
			 of July 1, 2007
	 
	 
	Between
	 
	 
	MANSFIELD 2007 TRUST A,
			 as Mortgagor and Debtor
	 
	 
	and
	 
	 
	THE BANK OF NEW YORK TRUST
			 COMPANY, N.A., in its 
 individual capacity as expressly stated
			 herein, but otherwise solely 
 as Indenture Trustee, Mortgagee and Secured
			 Party and Account 
 Bank
	 


	 	 
	

	 


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

	 	 
	

	 


	 
		
	 

	 

	 
	 

	 

	 
		TABLE OF CONTENTS 
	 

	 	 	Page
	 	 
	ARTICLE I DEFINITIONS
			 	6 
	 	Section 1.1. 	Definitions;
			 Construction of References 	6 
	 	Section 1.2. 	Severance
			 	8 
	 	 
	ARTICLE II THE NOTES
			 	8 
	 	Section 2.1. 	Limitation on Notes
			 	9 
	 	Section 2.2. 	Initial Notes
			 	9 
	 	Section 2.3. 	Execution and
			 Authentication of Notes 	9 
	 	Section 2.4. 	Issuance and Terms of
			 the Initial Notes 	9 
	 	Section 2.5. 	Payments from Indenture
			 Estate Only; No Personal Liability of the Lessor, the Owner Participant or the
			 Indenture Trustee 	10 
	 	Section 2.6. 	Method of Payment
			 	11 
	 	Section 2.7. 	Application of Payments
			 	12 
	 	Section 2.8. 	Registration, Transfer
			 and Exchange of Notes 	12 
	 	Section 2.9. 	Mutilated, Destroyed,
			 Lost or Stolen Notes 	13 
	 	Section 2.10. 	Redemptions
			 	13 
	 	Section 2.11. 	Payment of Expenses on
			 Transfer 	15 
	 	Section 2.12. 	Additional Notes
			 	15 
	 	Section 2.13. 	Restrictions of
			 Transfer Resulting from Federal Securities Laws; Legend 	17 
	 	Section 2.14. 	Security for and Parity
			 of Notes 	17 
	 	Section 2.15. 	Acceptance of the
			 Indenture Trustee 	17 
	 	 
	ARTICLE III RECEIPT,
			 DISTRIBUTION AND APPLICATION OF INCOME FROM 

			                       
			 INDENTURE ESTATE 	17 
	 	Section 3.1. 	Distribution of
			 Periodic Rent 	17 
	 	Section 3.2. 	Payments Following
			 Event of Loss or Other Early Termination 	19 
	 	Section 3.3. 	Payments After
			 Indenture Event of Default 	20 
	 	Section 3.4. 	Investment of Certain
			 Payments Held by the Indenture Trustee 	20 
	 	Section 3.5. 	Application of Certain
			 Other Payments 	21 
	 	Section 3.6. 	Other Payments
			 	21 
	 	Section 3.7. 	Excepted Payments
			 	21 
	 	Section 3.8. 	Distributions to the
			 Lessor 	22 
	 	Section 3.9. 	Payments Under Assigned
			 Documents 	22 
	 	Section 3.10. 	Disbursement of Amounts
			 Received by the Indenture Trustee 	22 
	 	Section 3.11. 	Establishment of the
			 Indenture Trustee’s Account; and Lien and Security Interest; Etc
			 	22 
	 	Section 3.12. 	The Account Bank;
			 Limited Rights of the Lessor 	23 


	 
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	 	ARTICLE IV COVENANTS OF
			 LESSOR; DEFAULTS; REMEDIES OF INDENTURE 

			                      
			 TRUSTEE 	25 
	 	Section 4.1. 	Covenants of Lessor
			 	25 
	 	Section 4.2. 	Indenture Events of
			 Default 	26 
	 	Section 4.3. 	Remedies of the
			 Indenture Trustee 	27 
	 	Section 4.4. 	Right to Cure Certain
			 Lease Events of Default 	29 
	 	Section 4.5. 	Rescission of
			 Acceleration 	31 
	 	Section 4.6. 	Return of Indenture
			 Estate, Etc. 	32 
	 	Section 4.7. 	Power of Sale and Other
			 Remedies 	33 
	 	Section 4.8. 	Appointment of Receiver
			 	33 
	 	Section 4.9. 	Remedies Cumulative
			 	33 
	 	Section 4.10. 	Waiver of Various
			 Rights by the Lessor 	34 
	 	Section 4.11. 	Discontinuance of
			 Proceedings 	34 
	 	Section 4.12. 	No Action Contrary to
			 the Lessee’s Rights Under the Facility Lease 	34 
	 	Section 4.13. 	Right of the Indenture
			 Trustee to Perform Covenants, Etc 	35 
	 	Section 4.14. 	Further Assurances
			 	35 
	 	Section 4.15. 	Waiver of Past Defaults
			 	35 
	 	 
	ARTICLE V DUTIES OF
			 INDENTURE TRUSTEE; CERTAIN RIGHTS AND DUTIES 

			                      
			 OF LESSOR 	35 
	 	Section 5.1. 	Notice of Action Upon
			 Indenture Event of Default 	35 
	 	Section 5.2. 	Actions Upon
			 Instructions Generally 	36 
	 	Section 5.3. 	Action Upon Payment of
			 Notes or Termination of Facility Lease 	36 
	 	Section 5.4. 	Compensation of the
			 Indenture Trustee; Indemnification. 	36 
	 	Section 5.5. 	No Duties Except as
			 Specified; No Action Except Under Facility Lease, Indenture or Instructions.
			 	37 
	 	Section 5.6. 	Certain Rights of the
			 Lessor 	37 
	 	Section 5.7. 	Restrictions on Dealing
			 with Indenture Estate 	39 
	 	Section 5.8. 	Filing of Financing
			 Statements and Continuation Statements 	39 
	 	 
	ARTICLE VI INDENTURE
			 TRUSTEE AND LESSOR 	39 
	 	Section 6.1. 	Acceptance of Trusts
			 and Duties 	39
	 	Section 6.2. 	Absence of Certain
			 Duties 	41 
	 	Section 6.3. 	Representations and
			 Warranties. 	41 
	 	Section 6.4. 	No Segregation of
			 Moneys; No Interest 	42 
	 	Section 6.5. 	Reliance; Agents;
			 Advice of Experts 	42 
	 	 
	ARTICLE VII SUCCESSOR
			 INDENTURE TRUSTEES AND SEPARATE TRUSTEES 	43 
	 	Section 7.1. 	Resignation or Removal
			 of the Indenture Trustee; Appointment of Successor. 	43 
	 	Section 7.2. 	Appointment of
			 Additional and Separate Trustees. 	45 


	 
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	 	ARTICLE VIII SUPPLEMENTS
			 AND AMENDMENTS TO THIS INDENTURE AND 

			                       
			 OTHER DOCUMENTS 	46 
	 	Section 8.1. 	Supplemental Indenture
			 and Other Amendment With Consent; Conditions and Limitations
			 	46 
	 	Section 8.2. 	Supplemental Indentures
			 and Other Amendments Without Consent 	47 
	 	Section 8.3. 	Conditions to Action by
			 the Indenture Trustee 	48 
	 	 
	ARTICLE IX MISCELLANEOUS
			 	48 
	 	Section 9.1. 	Surrender, Defeasance
			 and Release. 	48 
	 	Section 9.2. 	Conveyances Pursuant to
			 the Site Sublease 	49 
	 	Section 9.3. 	Appointment of the
			 Indenture Trustee as Attorney; Further Assurances 	49 
	 	Section 9.4. 	Indenture for Benefit
			 of Certain Persons Only 	50 
	 	Section 9.5. 	Notices; Furnishing
			 Documents, etc 	50 
	 	Section 9.6. 	Severability
			 	52 
	 	Section 9.7. 	Limitation of Liability
			 	52 
	 	Section 9.8. 	Written Changes Only
			 	52 
	 	Section 9.9. 	Counterparts
			 	52 
	 	Section 9.10. 	Successors and
			 Permitted Assigns 	52 
	 	Section 9.11. 	Headings and Table of
			 Contents 	52 
	 	Section 9.12. 	Governing Law
			 	52 
	 	Section 9.13. 	Reorganization
			 Proceedings with Respect to the Lessor Estate 	53 
	 	Section 9.14. 	Withholding Taxes:
			 Information Reporting 	53 
	 	Section 9.15. 	Fixture Financing
			 Statement 	54 
	 	Section 9.16. 	Facility Lease
			 Schedules 	55 
	 	 	 	 


	 
		APPENDICES
	 

	 	 	Appendix A:
			 Definitions and Rules of Interpretation


	 
		EXHIBITS:
	 

	 	 	Exhibit A	Legal Description of the Facility Site
	 	Exhibit B	Form of Note
	 	Exhibit C	Form of Certificate of Authentication
	 	Exhibit D	Description of the Undivided Interest


	 
		iii
	 

	 

	 
	 

	 

	 
		INDENTURE OF TRUST,
		OPEN-END MORTGAGE
 AND SECURITY AGREEMENT
	 

	 
		THIS INDENTURE SECURES FUTURE
		ADVANCES
	 

	 
		(All notices to be given to
		the Indenture Trustee pursuant to
42 Pa. C.S.A. § 8143 shall be
		given as set forth in
Section 9.5 of this Indenture)
	 

	 
		                This INDENTURE OF TRUST, OPEN-END MORTGAGE
		AND SECURITY AGREEMENT (as amended, supplemented or otherwise modified from
		time to time in accordance with the provisions hereof, this
		“Indenture”), dated as of July 1, 2007, between MANSFIELD
		2007 TRUST A, a Delaware statutory trust (the “Lessor”),
		the Lessor being the mortgagor under the mortgage and debtor under the security
		agreement contained herein, and THE BANK OF NEW YORK TRUST COMPANY,
		N.A., a national banking association organized and existing under the laws
		of the United States, in its individual capacity as expressly stated herein,
		but otherwise solely as Indenture Trustee (the “Indenture
		Trustee”), the Indenture Trustee being the trustee and mortgagee under
		the mortgage and secured party under the security agreement contained herein on
		behalf of the Noteholders, and as the Account Bank.
	 

	 
		WITNESSETH:
	 

	 
		                WHEREAS, pursuant to the Participation Agreement,
		FirstEnergy Generation Corp. (the “Lessee”) has sold the
		Undivided Interest to the Lessor pursuant to the Bill of Sale and leased the
		Ground Interest to the Lessor pursuant to the Site Lease, a memorandum of which
		shall be recorded with this Indenture in the appropriate registry of deeds
		described in Exhibit A attached hereto;
	 

	 
		                WHEREAS, the Lessor has
		entered into the Facility Lease, dated as of the date hereof (as amended,
		supplemented or otherwise modified from time to time in accordance with the
		provisions thereof, the “Facility Lease”), with the Lessee
		pursuant to which the Lessee has leased from the Lessor for a term of years the
		Lessor’s Undivided Interest in the Facility;
	 

	 
		                WHEREAS, the Lessor has
		entered into the Site Sublease, dated as of the date hereof (as amended,
		supplemented or otherwise modified from time to time in accordance with the
		provisions thereof, the “Site Sublease”), with the Lessee
		pursuant to which the Lessee has subleased the Ground Interest from the Lessor
		for a term of years;
	 

	 
		                WHEREAS, the Facility is
		more particularly described on Exhibit D hereto and made a part hereof and
		the Facility Site is more particularly described on Exhibit A hereto and
		made a part hereof;
	 

	 
		                WHEREAS, in accordance
		with this Indenture, the Lessor will (i) execute and deliver the Notes,
		the proceeds of which will be used by the Lessor to finance a portion of the
		Purchase Price for the Undivided Interest purchased from the Lessee and
		(ii) grant to the Indenture Trustee the security interests herein
		provided;
	 

	 
		
	 

	 

	 
	 

	 

	 
		                WHEREAS,
		this Indenture is intended to be regarded as a mortgage under the laws of the
		Commonwealth of Pennsylvania (and not intended to qualify as an indenture), as
		a security agreement under the Uniform Commercial Codes of the States of New
		York and Delaware and the Commonwealth of Pennsylvania, and as a fixture filing
		under the laws of the Commonwealth of Pennsylvania;
	 

	 
		                WHEREAS, the Lessor and the Indenture Trustee
		desire to enter into this Indenture to, among other things, provide for
		(a) the issuance by the Lessor of the Notes to be issued on the Closing
		Date and Additional Notes from time to time, and (b) the conveyance and
		assignment to the Indenture Trustee on the Closing Date of the Undivided
		Interests conveyed to the Lessor and the Lessor’s right, title and
		interest in and under the Operative Documents executed in connection therewith
		and all payments and other amounts received hereunder or thereunder in
		accordance herewith (excluding Excepted Payments);
	 

	 
		                WHEREAS,
		all things have been done to make the Notes, when executed by the Lessor,
		authenticated and delivered hereunder and issued, the valid obligations of the
		Lessor; and
	 

	 
		                WHEREAS,
		all things necessary to make this Indenture the valid, binding and legal
		obligation of the Lessor, for the uses and purposes herein set forth, in
		accordance with its terms, have been done and performed and have
		happened.
	 

	 
		                NOW THEREFORE, in
		consideration of the foregoing premises, the mutual agreements herein
		contained, and other good and valuable consideration, the receipt and
		sufficiency of which are hereby acknowledged, and in order to secure
		(i) the prompt payment when and as due of the principal of and the
		Make-Whole Amount, if any, and interest on the Notes and of all other amounts
		owing with respect to all Notes from time to time outstanding hereunder, and
		the prompt payment when and as due of any and all other amounts from time to
		time owing in respect of the Secured Indebtedness and (ii) the performance
		and observance by the Lessor for the benefit of the holders of the Notes and
		the Indenture Trustee of all other obligations, agreements, and covenants of
		the Lessor set forth hereinafter and in the Notes, the Operative Documents and
		the other documents, certificates and agreements delivered in connection
		therewith, 
	 

	 
		GRANTING
		CLAUSE:
	 

	 
		                The Lessor hereby irrevocably grants,
		conveys, assigns, transfers, mortgages, pledges, bargains, sells and confirms
		unto the Indenture Trustee and its successors and permitted assigns, for the
		benefit and security of the holders of the Notes from time to time, a first
		priority security interest in and mortgage lien on all estate, right, title and
		interest of the Lessor in, to and under the following described property,
		rights, interests and privileges, whether now held or hereafter acquired (which
		collectively, including all property hereafter specifically subjected to the
		security interest created by this Indenture by any supplement hereto, exclusive
		of Excepted Payments, are included within, and are hereafter referred to as, the
		“Indenture Estate”): 
	 

	 
		                (1)           the
		Undivided Interest, including the interest of the Lessor in Modifications and
		Components to which the Lessor acquires title from time to time as provided in
		the Facility Lease; the Facility Lease and all payments of any kind by the
		Lessee thereunder, including, 
	 

	 
		2
	 

	 

	 
	 

	 

	 
		without limitation, all
		amounts of Periodic Rent and Supplemental Rent; the Site Lease (and the
		leasehold estate and all rights with respect to the Ground Interest conveyed
		thereby); the Site Sublease and all payments of any kind by the Lessee
		thereunder; the Bill of Sale (and all rights with respect to the Undivided
		Interest conveyed thereby); the Lessor’s interest in all tangible property
		located on or at or attached to the Facility Site as to which an interest in
		such tangible property arises under applicable real estate law
		(“fixtures”); the Guaranty, the Operating Agreement (as
		assigned to the Lessor pursuant to the Participation Agreement); the Support
		Agreement and the rights created thereunder; the AF Security Agreement and the
		rights created thereunder; and all and any interest in any property now or
		hereafter granted to the Lessor pursuant to any provision of the Facility Lease
		and the Site Sublease; and each other Operative Document to which the Lessor is
		a party (the Undivided Interest, the Lessor’s interest in any fixtures,
		Modifications and the Ground Interest are collectively referred to as the
		“Property Interest” and the documents specifically referred to
		above in this paragraph (1) are collectively referred to as the
		“Assigned Documents”), including, without limitation,
		(x) all rights of the Lessor to receive any payments or other amounts or,
		subject to Section 5.6 hereof, to exercise any election or option or to
		make any decision or determination or to give or receive any notice, consent,
		waiver or approval or to make any demand or to take any other action under or
		in respect of any such document, to accept surrender or redelivery of the
		Property Interest or any part thereof, as well as all the rights, powers and
		remedies on the part of the Lessor, whether acting under any such document or
		by statute or at law or in equity or otherwise, arising out of any Lease Event
		of Default and (y) any right to restitution from the Lessee, any sublessee
		or any other person in respect of any determination of invalidity of any such
		document;
	 

	 
		                (2)           all
		rents (including Periodic Rent and Supplemental Rent payable under the Facility
		Lease), royalties, issues, profits, products, revenues, proceeds, damages,
		claims, warranties and other income from all property described in this
		Granting Clause and from time to time subjected or required to be subjected to
		the Lien of this Indenture, including, without limitation, all payments or
		proceeds payable to the Lessor after the termination of the Facility
		Lease with respect to the Property Interest or any portion thereof as a
		result of the sale, lease or other disposition of the Property Interest or any
		portion thereof, and all estate, right, title and interest of every nature
		whatsoever of the Lessor in and to such rents, royalties, issues, profits,
		products, revenues, proceeds, damages, claims, warranties and other income and
		every part thereof (the “Revenues”);
	 

	 
		                (3)           any
		sublease of the Undivided Interest and any assignment thereof now or hereafter
		in effect, including, without limitation, (i) all rents or other amounts
		or payments of any kind paid or payable by the obligor(s) thereunder or in
		respect thereof and all collateral security or credit support with respect
		thereto (whether cash or in the nature of a guarantee, letter of credit, credit
		insurance, lien on or security interest in property or otherwise) for the
		obligations of the sublessee thereunder as well as all rights of the Lessor to
		enforce payment of any such rents, amounts or payments, (ii) all rights of
		the Lessor to exercise any election or option or to make any decision or
		determination or to give or receive any notice, consent, waiver or approval or
		to take any other action under or in respect of any sublease of the Facility
		and any assignment thereof or to accept surrender or redelivery of the Facility
		or any part thereof, as well as all the rights, powers and remedies on the part
		of the Lessor, whether acting under any sublease of the Facility or any
		assignment thereof or by statute or at law or in equity, or otherwise, arising
		out of any default under such sublease or any assignment thereof, and
		(iii) any right to restitution from 
	 

	 
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		the Lessee, the applicable
		sublessee or any guarantor of such sublessee in respect of any determination of
		invalidity of any sublease of the Facility or any assignment thereof;
	 

	 
		                (4)           all
		condemnation proceeds with respect to the Property Interest or any part thereof
		(to the extent of the Lessor’s interest therein), and all proceeds (to the
		extent of the Lessor’s interest therein) of all insurance maintained
		pursuant to Section 11 of the Facility Lease or otherwise;
	 

	 
		                (5)           all
		other property of every kind and description and interests therein now held or
		hereafter acquired by the Lessor pursuant to the terms of any Assigned
		Document, wherever located; and
	 

	 
		                (6)          
		all proceeds of the foregoing;
	 

	 
		                BUT EXCLUDING,
		HOWEVER, from such property, rights and privileges any and all
		Excepted Payments;
	 

	 
		                SUBJECT, HOWEVER, TO  the
		rights of the Lessor and the Owner Participant hereunder, including under
		Sections 4.3(d), 4.4 and 5.6 hereof, to Permitted Liens, to the terms and
		provisions of this Indenture and to the rights of the Lessee under the Facility
		Lease;
	 

	 
		                TO HAVE AND TO
		HOLD the Indenture Estate and all parts, rights, members and
		appurtenances thereof, unto the Indenture Trustee and the successors and
		permitted assigns of the Indenture Trustee, for the benefit and security of the
		Noteholders from time to time;
	 

	 
		                PROVIDED,
		HOWEVER, that if the principal of and the Make-Whole Amount, if
		any, and interest on the Notes, and all other Secured Indebtedness hereunder
		shall have been paid and the Lessor shall have performed and complied with all
		the covenants, agreements, terms and provisions hereof, then this Indenture and
		the rights hereby granted shall automatically terminate and cease.
	 

	 
		                Subject to the terms and conditions
		hereof, including Article V, the Lessor does hereby irrevocably constitute and
		appoint the Indenture Trustee the true and lawful attorney-in-fact of the
		Lessor (which appointment is coupled with an interest) with full power (in the
		name of the Lessor or otherwise) to ask, require, demand and receive any and
		all moneys and claims for moneys (in each case, including, without limitation,
		insurance and requisition proceeds to the extent of the Lessor’s interest
		therein but excluding in all cases Excepted Payments) due and to become due
		under or arising out of the Assigned Documents and all other property which now
		or hereafter constitutes part of the Indenture Estate and, to endorse any
		checks or other instruments or orders in connection therewith and to file any
		claims or to take any action or to institute any proceedings (other than in
		connection with the enforcement or collection of Excepted Payments) which the
		Indenture Trustee may deem to be necessary or advisable to protect the
		Indenture Trustee’s interest in the Indenture Estate. Pursuant to the
		Facility Lease, the Lessee is directed to make all payments of Rent required to
		be paid or deposited with the Lessor (other than Excepted Payments) and all
		other amounts which are required to be paid to or deposited with the Lessor
		pursuant to the Facility Lease (other than Excepted Payments) directly to the
		Indenture Trustee at such address or addresses as the Indenture Trustee shall
		specify, for application as provided in this Indenture. Further, the Lessor
		agrees that promptly on receipt thereof, it will transfer to the 
	 

	 
		4
	 

	 

	 
	 

	 

	 
		Indenture Trustee any and all
		moneys from time to time received by it constituting part of the Indenture
		Estate, whether or not expressly referred to in the immediately preceding
		sentence, for distribution pursuant to this Indenture.
	 

	 
		                Concurrently with the delivery of this
		Indenture, the Lessor is delivering to the Indenture Trustee the chattel paper
		originally-executed counterpart of the Facility Lease. All property referred to
		in this Granting Clause, whenever acquired by the Lessor, shall secure all
		obligations under and with respect to the Notes at any time outstanding. Any
		and all properties referred to in this Granting Clause which are hereafter
		acquired by the Lessor, shall, without further conveyance, assignment or act by
		the Lessor or the Indenture Trustee thereby become and be subject to the
		security interest hereby granted as fully and completely as though specifically
		described herein.
	 

	 
		                This Indenture is intended to constitute a
		security agreement as required under the Uniform Commercial Codes of the States
		of New York and Delaware and the Commonwealth of Pennsylvania. This Indenture
		is also intended to constitute an open-end mortgage and leasehold mortgage and
		fixture filing under the laws of the Commonwealth of Pennsylvania and will be
		recorded in the Office of the Recorder of Deeds of Beaver County. This
		Indenture is given to secure the payment of performance of the Secured
		Indebtedness. The maximum principal indebtedness secured by this Indenture,
		including future advances and contingent obligations but excluding protective
		advances, shall not at any time exceed the total amount of Two Hundred Thirty
		Million Dollars ($230,000,000.00); provided, however, that nothing
		herein contained shall limit the amount secured by this Indenture if the
		Secured Indebtedness is increased by protective advances made for the payment
		of taxes, assessments, maintenance charges, insurance premiums or costs
		incurred for the protection of the Indenture Estate or the Lien of this
		Indenture, expenses incurred by the Indenture Trustee by reason of an Indenture
		Default or Indenture Event of Default or advances made pursuant to Additional
		Notes to enable completion of Modifications for which such Additional Notes and
		this Indenture were originally made; and provided, further, such
		limitation as to such future advances and contingent obligations shall only
		pertain to the record priority of the amount thereof secured hereby and does
		not otherwise limit the amount of total indebtedness of Lessor secured hereby
		or limit the liability of Lessor to Indenture Trustee for such total
		indebtedness, including future advances and contingent obligations. The future
		advances secured hereby shall be made to or for the account of Lessor and may
		be made under the Additional Notes, or pursuant to promissory notes or other
		instruments evidencing such future advances which maybe hereafter executed and
		delivered by Lessor to Indenture Trustee.
	 

	 
		                The Indenture Trustee, for itself and its
		successors and permitted assigns, hereby agrees that it shall hold the
		Indenture Estate, in trust for the benefit and security of (i) the holders
		from time to time of the Notes from time to time outstanding, without any
		priority of any one Note over any other except as herein otherwise expressly
		provided and (ii) the Indenture Trustee, and for the uses and purposes and
		subject to the terms and provisions set forth in this Indenture. It is
		expressly agreed that anything herein contained to the contrary
		notwithstanding, the Lessor shall remain liable under the Assigned Documents to
		perform all of the obligations assumed by it thereunder, all in accordance with
		and pursuant to the terms and provisions thereof, and the Indenture Trustee and
		the Noteholders shall have no obligation or liability under any Assigned
		Document by reason of or arising out of the assignment hereunder, nor shall the
		Indenture Trustee or the Noteholders be required or obligated in any manner,
		except as herein expressly 
	 

	 
		5
	 

	 

	 
	 

	 

	 
		provided, to perform or
		fulfill any obligation of the Lessor under or pursuant to any such Assigned
		Document or, except as herein expressly provided, to make any payment, or to
		make any inquiry as to the nature or sufficiency of any payment received by it,
		or to present or file any claim, or to take any action to collect or enforce
		the payment of any amounts which may have been assigned to it or to which it
		may be entitled at, any time or times.
	 

	 
		                The Lessor does hereby warrant and
		represent that it has not assigned, pledged or granted a lien or security
		interest in, to or under, and hereby covenants that, so long as this Indenture
		shall remain in effect and the Lien hereof shall not have been released
		pursuant to Section 9.1 hereof, it will not assign, pledge or grant a lien
		or security interest in any of its estate, right, title or interest in, to or
		under, the Indenture Estate to anyone other than the Indenture Trustee for the
		benefit of the Noteholders. The Lessor hereby further covenants that with
		respect to its estate, right, title and interest in, to or under the Indenture
		Estate, it will not, except as provided in this Indenture and except as to
		Excepted Payments, (i) accept any payment from the Lessee or any sublessee
		or enter into any agreement amending, modifying or supplementing any of the
		Assigned Documents, execute any waiver or modification of, or consent under,
		the terms of any of the Assigned Documents or revoke or terminate any of the
		Assigned Documents, (ii) settle or compromise any claim arising under any
		of the Assigned Documents, or (iii) submit or consent to the submission of
		any dispute, difference or other matter arising under or in respect of any of
		the Assigned Documents to arbitration thereunder.
	 

	 
		                Subject to Section 5.6 hereof, the Lessor
		hereby ratifies and confirms its obligations under the Assigned Documents and
		does hereby agree that it will not take or omit to take any action, the taking
		or omission of which might result in an alteration or impairment of any of the
		Assigned Documents or of any of the rights created by any such Assigned
		Document or the assignment (subject to the previous) paragraph
		hereunder.
	 

	 
		                Accordingly, the Lessor, for itself and
		its successors and permitted assigns, agrees that all Notes are to be issued
		and delivered and that all property subject or to become subject hereto is to
		be held subject to the further covenants, conditions, uses and trusts
		hereinafter set forth, and the Lessor, for itself and its successors and
		permitted assigns, hereby covenants and agrees with the Indenture Trustee, for
		the benefit and security of the holders from time to time of the Notes from
		time to time outstanding and to protect the security of this Indenture, and the
		Indenture Trustee agrees to accept the trusts and duties hereinafter set forth,
		as follows:
	 

	 
		ARTICLE
		I
DEFINITIONS
	 

	 
		                Section 1.1.
		          Definitions;
		Construction of References.
	 

	 
		                (a)           Capitalized
		terms used in this Indenture, including the recitals, and not otherwise defined
		herein shall have the respective meanings set forth in Appendix A to the
		Participation Agreement (a copy of which is attached hereto for reference),
		dated as of the date hereof, among the Lessee, the Lessor the Owner
		Participant, the Guarantor, the Indenture Trustee and the Pass Through Trustee
		(as amended, supplemented or otherwise modified from time to time in accordance
		with the provisions thereof, the “Participation Agreement”).
		The Rules of 
	 

	 
		6
	 

	 

	 
	 

	 

	 
		Interpretation set forth in
		Appendix A to the Participation Agreement shall apply to the terms used in and
		the interpretation of this Indenture.
	 

	 
		                (b)           In
		addition, the following terms shall have the following meanings:
	 

	 
		                “Average Life Date” for
		any Note shall be the date which follows the time of determination by a period
		equal to the Remaining Weighted Average Life of such Note. 
	 

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

	 
		                “Make-Whole Amount”
		means, with respect to any Note, an amount equal to the excess, if any, of (a)
		the present value of the remaining scheduled payments of principal and interest
		to maturity of such Note computed by discounting such payments on a semiannual
		basis on each payment date under the Indenture (assuming a 360-day year of
		twelve 30-day months) using a discount rate equal to the Treasury Yield plus
		0.35% over (b) the outstanding principal amount of such Note plus accrued
		interest to the date of determination. The date of determination of a
		Make-Whole Amount shall be the third Business Day prior to the applicable
		payment or redemption date.
	 

	 
		                “Remaining Weighted Average
		Life” on a given date with respect to any Note shall be the number of
		days equal to the quotient obtained by dividing (a) the sum of each of the
		products obtained by multiplying (i) the amount of each then remaining
		scheduled payment of principal of such Note by (ii) the number of days from and
		including such determination date to but excluding the date on which such
		payment of principal is scheduled to be made, by (b) the then outstanding
		principal amount of such Note.
	 

	 
		                “Secured Indebtedness”
		means principal of and the Make-Whole Amount, if any, and interest on and other
		amounts due under all Notes and all other sums payable to the Indenture Trustee
		or the Noteholders from time to time hereunder and under the Participation
		Agreement and the other Operative Documents by the Lessor, including:
	 

	 	 	                (i)            The
			 indebtedness evidenced by the Notes, together with interest thereon at the rate
			 provided in each Note and the Make-Whole Amount thereon (if any) and together
			 with any and all renewals, modifications, consolidations and extensions of the
			 indebtedness evidenced by such Notes, and principal of such Notes being due and
			 payable as provided in such Notes;
		 
	 	                (ii)           Any
			 and all other indebtedness now owing or which may hereafter be owing by the
			 Lessor to or for the benefit of the Indenture Trustee under the Operative
			 Documents, whether evidenced by Additional Notes issued pursuant to
			 Section 2.12 hereof or otherwise, however and whenever incurred or
			 evidenced, whether direct or indirect, absolute or contingent, due or to become
			 due, together with interest thereon at the rate provided in each Additional
			 Note and the Make-Whole Amount thereon (if any) and together with any and all
			 renewals, modifications, consolidations and extensions of 


	 
		7
	 

	 

	 
	 

	 

	 	 	the
			 indebtedness evidenced by such Additional Notes, and principal of such
			 Additional Notes being due and payable as provided in each such Additional
			 Note.
		 
	 	                (iii)          Any
			 and all additional advances made by the Indenture Trustee to protect or
			 preserve the Indenture Estate or the security interest and other interests
			 created hereby on the Indenture Estate or for taxes, assessments or insurance
			 premiums as hereinafter provided or for performance of any of the Lessor’s
			 obligations hereunder or for any other purpose provided herein, including
			 advances made pursuant to Section 4.13 hereof (whether or not the Lessor
			 remains the owner of the Indenture Estate at the time of such advances);
			 and
		 
	 	                (iv)          Any
			 and all expenses incident to the collection of the Secured Indebtedness and the
			 foreclosure hereof by action in any court or by exercise of the power of sale
			 herein contained.


	 
		                “Treasury Yield” means,
		at the date of determination with respect to any Note, the interest rate
		(expressed as a decimal and, in the case of United States Treasury bills,
		converted to a bond equivalent yield) determined to be the per annum rate equal
		to the semiannual yield to maturity for United States Treasury securities
		maturing on the Average Life Date of such Note and trading in the public
		securities markets either as determined by interpolation between the most
		recent weekly average yield to maturity for two series of United States
		Treasury securities trading in the public securities markets, (A) one maturing
		as close as possible to, but earlier than, the Average Life Date of such Note
		and (B) the other maturing as close as possible to, but later than, the Average
		Life Date of such Note, in each case as published in the most recent H.15(519)
		or, if a weekly average yield to maturity for United States Treasury securities
		maturing on the Average Life Date of such Note is reported in the most recent
		H.15(519), such weekly average yield to maturity as published in such
		H.15(519).
	 

	 
		                (c)           All
		references in this instrument to designated Articles, Sections and other
		subdivisions are designated Articles, Sections and other subdivisions of this
		instrument unless otherwise indicated. 
	 

	 
		                (d)           All
		accounting terms not otherwise defined herein shall have the meanings assigned
		to them in accordance with generally accepted accounting principles.
	 

	 
		                Section 1.2.
		          Severance.
		The parties hereto
		understand and agree and it is their express intention that the Undivided
		Interest, each Modification and each part thereof is or shall be severed, and
		shall be and remain severed, to the maximum extent permitted by Applicable Law,
		from the real estate constituting the Facility Site and even if physically
		attached thereto, shall retain the character of personal property, shall be
		treated as personal property with respect to the rights of all persons
		whomever, and shall not be or become fixtures or otherwise part of the real
		estate constituting the Facility Site.
	 

	 
		ARTICLE
		II
THE NOTES
	 

	 
		                Section 2.1.
		          Limitation on
		Notes.  No Notes
		may be issued under the provisions of, or become secured by, this Indenture
		except in accordance with the provisions of this Section 2. 
	 

	 
		8
	 

	 

	 
	 

	 

	 
		The aggregate principal amount
		of the Notes which may be authenticated and delivered and outstanding at any
		one time under this Indenture shall be limited to the aggregate principal
		amount of the Initial Notes issued on the Closing Date to the Pass Through
		Trustee plus the aggregate principal amount of Additional Notes issued pursuant
		to Section 2.12.
	 

	 
		                Section 2.2.
		          Initial
		Notes.  There
		are hereby created and established hereunder one series of Notes, in
		substantially the form set forth in Exhibit B to this Indenture and in the
		aggregate principal amount, having installments payable on the dates and in the
		amounts and having the final maturity date and interest rate set forth in
		Schedule I to this Indenture (collectively, the “Initial
		Notes” or, individually, an “Initial Note”).
	 

	 
		                Section 2.3.
		          Execution and
		Authentication of Notes.  Each Note issued hereunder shall
		be executed and delivered on behalf of the Lessor by one of the Owner
		Trustee’s authorized signatories, be in fully registered form, be dated
		the date of original issuance of such Note and be in denominations of not less
		than $1,000. Any Note may be signed by a Person who, at the actual date of the
		execution of such Note, is an authorized signatory of the Owner Trustee
		although at the nominal date of such Note such Person may not have been an
		authorized signatory of the Owner Trustee. No Note shall be secured by or be
		entitled to any benefit under this Indenture or be valid or obligatory for any
		purpose unless there appears thereon a certificate of authentication in the
		form contained in Exhibit C (or in the appropriate form provided for in
		any supplement hereto executed pursuant to Section 2.12 hereof), executed
		by the Indenture Trustee by the manual signature of one of its authorized
		officers, and such certificate upon any Note shall be conclusive evidence that
		such Note has been duly authenticated and delivered hereunder. The Indenture
		Trustee shall authenticate and deliver the Initial Notes for original issue on
		the Closing Date in the principal amount specified in Section 2.2, upon a
		written order of the Lessor. The Indenture Trustee shall authenticate and
		deliver Additional Notes, upon a written order of the Lessor and satisfaction
		of the conditions specified in Section 2.12. Such order shall specify the
		principal amount of the Additional Notes to be authenticated and the date on
		which the original issue of Additional Notes is to be authenticated.
	 

	 
		                Section 2.4.
		          Issuance and
		Terms of the Initial Notes.
	 

	 
		                (a)           Issuance
		of the Notes at the Closing. On the Closing Date, the Initial Notes
		shall be issued to the Pass Through Trust in the amounts set forth in
		Schedule I hereto, and shall be dated the Closing Date.
	 

	 
		                (b)           Principal
		and Interest . The principal amount of each series of Initial
		Notes shall be due and payable in a series of installments having the final
		payment date set forth in Schedule I hereto. The principal of each Initial
		Note shall be due and payable in installments on the dates and in the amounts
		set forth in the Initial Notes, provided that the last payment made
		under such Initial Note shall be equal to the then unpaid balance of the
		principal of such Note plus all accrued and unpaid interest on, and any other
		amounts due under, such Initial Note. Each Initial Note shall bear interest on
		the principal from time to time outstanding from and including the date of
		issuance thereof (computed on the basis of a 360-day year of twelve 30-day
		months) until paid in full at the rate set forth in such Initial Note and
		Schedule I hereto. Each Initial Note shall accrue additional interest
		under the circumstances and at the rate per annum set forth in the fourth and
		sixth paragraphs of each Initial Note. Interest on each Initial Note shall be
		
	 

	 
		9
	 

	 

	 
	 

	 

	 
		due and payable in arrears
		semi-annually commencing on December 1, 2007, and on each June 1 and December 1
		thereafter until paid in full. If any day on which principal, Make-Whole
		Amount, if any, or interest on the Initial Notes are payable is not a Business
		Day, payment thereof shall be made on the next succeeding Business Day with the
		same effect as if made on the date on which such payment was due.
	 

	 
		                (c)           Overdue
		Payments . Interest (computed on the basis of a 360-day year of
		twelve 30-day months) on any overdue principal, Make-Whole Amount (if any) and,
		to the extent permitted by Applicable Law, interest and any other amounts
		payable shall be paid on demand at the Overdue Rate.
	 

	 
		                (d)           Indemnity
		Amounts. The Lessor agrees to pay to the Indenture Trustee for
		distribution in accordance with Section 3.5 hereof any and all indemnity
		amounts received by the Lessor which are payable by the Lessee to (i) the
		Indenture Trustee, (ii) the Pass Through Trust, or (iii) the Pass
		Through Trustee.
	 

	 
		                Section 2.5.
		          Payments from
		Indenture Estate Only; No Personal Liability of the Lessor, the Owner
		Participant or the Indenture Trustee.
	 

	 
		                (a)           Except
		as otherwise specifically provided in this Indenture or the Participation
		Agreement, all payments in respect of the Notes or under this Indenture shall
		be made only from the Indenture Estate, and the Lessor shall have no obligation
		for the payment thereof except to the extent that there shall be sufficient
		income or proceeds from the Indenture Estate to make such payments in
		accordance with the terms of Section 3 hereof; and the Owner Participant
		shall not have any obligation for payments in respect of the Notes or under
		this Indenture. The Indenture Trustee and each Noteholder, by its acceptance
		thereof, agrees that it will look solely to the income and proceeds from the
		Indenture Estate to the extent available for distribution to the Indenture
		Trustee or such Noteholder, as the case may be, as herein provided and that
		none of the Owner Participant, the Lessor, the Trust Company, the Indenture
		Company, and the Indenture Trustee, nor any Affiliate of any thereof, shall be
		personally liable to such Noteholder or the Indenture Trustee for any amounts
		payable hereunder or under such Note or, except in the case of each of the
		Owner Participant, the Trust Company, the Indenture Company and the Indenture
		Trustee as expressly provided in this Indenture, the Participation Agreement or
		any other Operative Document to which it is a party, for any performance to be
		rendered under any Assigned Document or for any liability under any Assigned
		Document. Without prejudice to the foregoing, the Lessor will duly and
		punctually pay or cause to be paid the principal of, Make-Whole Amount, if any,
		and interest on all Notes according to their terms and the terms of this
		Indenture. Nothing contained in this Section 2.5 limiting the liability of
		the Lessor shall derogate from the right of the Indenture Trustee and the
		Noteholders to proceed against the Indenture Estate and the Guaranty to secure
		and enforce all payments and obligations due hereunder and under the Assigned
		Documents and the Notes.
	 

	 
		                (b)           In
		furtherance of the foregoing, to the fullest extent permitted by law, each
		Noteholder (and each assignee of such Person), by its acceptance thereof,
		agrees that neither it nor the Indenture Trustee will exercise any statutory
		right to negate the agreements set forth in this Section 2.5.
	 

	 
		10
	 

	 

	 
	 

	 

	 
		                (c)           Nothing
		herein contained shall be interpreted as affecting the representations,
		warranties or agreements of the Lessor set forth in the Participation Agreement
		or the Trust Agreement.
	 

	 
		                Section 2.6.
		          Method of
		Payment.
	 

	 
		                (a)           The
		Owner Trustee shall maintain an office or agency where Notes may be presented
		for payment (the “Paying Agent”). The Lessor may have one or
		more additional paying agents. The term “Paying Agent”
		includes any additional paying agent. The Lessor initially appoints the
		Indenture Trustee as Paying Agent in connection with the Notes. The Lessor shall deposit with the
		Paying Agent a sum sufficient to pay such principal and interest when so
		becoming due. The Lessor shall require each Paying Agent (other than the
		Indenture Trustee) to agree in writing that the Paying Agent shall hold in
		trust for the benefit of the Noteholders or the Indenture Trustee all money
		held by the Paying Agent for the payment of principal of or interest on the
		Notes and shall notify the Indenture Trustee of any default by the Lessor in
		making any such payment.
	 

	 
		                (c)           The
		principal of and the Make-Whole Amount, if any, and interest on each Note shall
		be paid by the Paying Agent from amounts available in the Indenture Estate on
		the dates provided in the Notes by mailing a check for such amount, payable in
		New York Clearing House funds, to each Noteholder at the last address of each
		such Noteholder appearing on the Note Register, or by whichever of the
		following methods shall be specified by notice from a Noteholder to the
		Indenture Trustee: (i) by crediting the amount to be distributed to such
		Noteholder to an account maintained by such Noteholder with the Indenture
		Trustee, (ii) by making such payment to such Noteholder in immediately
		available funds at the Indenture Trustee Office, or (iii) in the case of
		the Initial Notes and in the case of Additional Notes, if such Noteholder is
		the Pass Through Trust, or a bank or other institutional investor, by
		transferring such amount in immediately available funds for the account of such
		Noteholder to the banking institution having bank wire transfer facilities as
		shall be specified by such Noteholder, such transfer to be subject to
		telephonic confirmation of payment. Any payment made under any of the foregoing
		methods shall be made free and clear of and without reduction for or on account
		of all wire and like charges and without any presentment or surrender of such
		Note, unless otherwise specified by the terms of the Note, except that, in the
		case of the final payment in respect of any Note, such Note shall be
		surrendered to the Indenture Trustee for cancellation after such payment. All
		payments in respect of the Notes shall be made (1) as soon as practicable
		prior to the close of business on the date the amounts to be distributed by the
		Indenture Trustee are actually received by the Indenture Trustee if such
		amounts are received by 12:00 noon, New York City time, on a Business Day, or
		(2) on the next succeeding Business Day if received after such time or on
		any day other than a Business Day. One or more of the foregoing methods of
		payment may be specified in a Note. Prior to due presentment for registration
		of transfer of any Note, the Lessor and the Indenture Trustee may deem and
		treat the Person in whose name any Note is registered on the Note Register as
		the absolute owner and holder of such Note for the purpose of receiving payment
		of all amounts payable with respect to such Note and for all other purposes,
		and neither the Lessor nor the Indenture Trustee shall be affected by any
		notice to the contrary. All payments made on any Note in accordance with the
		provisions of this Section 2.6 shall be valid and effective to satisfy and
		discharge the liability on such Note to the extent of the 
	 

	 
		11
	 

	 

	 
	 

	 

	 
		sums so paid and (except as
		provided herein) neither the Indenture Trustee nor the Lessor shall have any
		liability in respect of such payment.
	 

	 
		                Section 2.7.
		          Application of
		Payments.  Each
		payment on any outstanding Note shall be applied, first, to the payment of
		accrued interest (including interest on overdue principal and the Make-Whole
		Amount, if any, and, to the extent permitted by Applicable Law, overdue
		interest) on such Note to the date of such payment, second, to the
		payment of the principal amount of, and the Make-Whole Amount, if any, on such
		Note then due (including any overdue installments of principal) thereunder and
		third, to the extent permitted by Section 2.10 of this Indenture,
		the balance, if any, remaining thereafter, to the payment of the principal
		amount of, and the Make-Whole Amount, if any, on such Note. The order of
		application of payments prescribed by this Section 2.7 shall not be deemed
		to supersede any provision of Section 3 hereof regarding application of
		funds.
	 

	 
		                Section 2.8.
		          Registration,
		Transfer and Exchange of Notes.  The Owner Trustee shall maintain
		an office or agency where Notes may be presented for registration of transfer
		or for exchange (the “Registrar”). The Registrar shall keep a
		register of the Notes and of their transfer and exchange. The Owner Trustee may
		have one or more co-registrars. The Lessor initially appoints the Indenture
		Trustee as Registrar in connection with the Notes. The Indenture Trustee shall
		maintain at the Indenture Trustee Office a register in which it will provide
		for the registration, registration of transfer and exchange of Notes (such
		register being referred to herein as the “Note Register”). If
		any Note is surrendered at said office for registration of transfer or exchange
		(accompanied by a written instrument of transfer duly executed by or on behalf
		of the holder thereof, together with the amount of any applicable transfer
		taxes), the Lessor will execute and the Indenture Trustee will authenticate and
		deliver, in the name of the designated transferee or transferees, if any, one
		or more new Notes (subject to the limitations specified in Sections 2.3
		and 2.13 hereof) in any denomination or denominations not prohibited by this
		Indenture, as requested by the Person surrendering the Note, dated the same
		date as the Note so surrendered and of like tenor and aggregate unpaid
		principal amount. Any Note or Notes issued in a registration of transfer or
		exchange shall be valid obligations of the Lessor entitled to the same security
		and benefits to which the Note or Notes so transferred or exchanged were
		entitled, including rights as to interest accrued but unpaid and to accrue so
		that there will not be any loss or gain of interest on the Note or Notes
		surrendered. Every Note presented or surrendered for registration of transfer
		or exchange shall be duly endorsed, or be accompanied by a written instrument
		of transfer in form reasonably satisfactory to the Indenture Trustee duly
		executed by the holder thereof or his attorney duly authorized in writing, and
		the Indenture Trustee may require an opinion of counsel as to compliance of any
		such transfer with the Securities Act. The Indenture Trustee shall make a
		notation on each new Note of the amount of all payments of principal previously
		made on the old Note or Notes with respect to which such new Note is issued and
		the date on which such new Note is issued and the date to which interest on
		such old Note or Notes shall have been paid. The Indenture Trustee shall not be
		required to register the transfer or exchange of any Note during the ten (10)
		days preceding the due date of any payment on such Note.
	 

	 
		                Each Noteholder, by its acceptance of a
		Note, shall be deemed to have consented to, and agreed to be bound by, the
		terms and conditions hereof, of such Note (and any instrument of assignment or
		transfer) and of the other Operative Documents.
	 

	 
		12
	 

	 

	 
	 

	 

	 
		                Section 2.9.
		          Mutilated,
		Destroyed, Lost or Stolen Notes.  Upon receipt by the Owner Trustee
		and the Indenture Trustee of evidence satisfactory to each of them of the loss,
		theft, destruction or mutilation of any Note and, in case of loss, theft or
		destruction, of indemnity satisfactory to each of them, and upon reimbursement
		to the Lessor and the Indenture Trustee of all reasonable expenses incidental
		thereto and payment or reimbursement for any transfer taxes, and upon surrender
		and cancellation of such Note, if mutilated, the Lessor will execute and the
		Indenture Trustee will authenticate and deliver in lieu of such Note, a new
		Note, dated the same date as such Note and of like tenor and principal amount.
		Any indemnity provided by the holder of a Note pursuant to this
		Section 2.9 must be sufficient in the reasonable judgment of the Lessor
		and the Indenture Trustee to protect the Lessor, the Indenture Trustee, the
		Paying Agent, the Registrar and any co-registrar or co-paying agent from any
		loss which any of them may suffer if a Note is replaced.
	 

	 
		                Section 2.10.
		       Redemptions.
	 

	 
		                (a)           Except
		as provided in paragraphs (b) and (c) of this Section 2.10 or as
		provided in any indenture supplemental hereto, all Notes outstanding under this
		Indenture shall be redeemed, in whole but not in part, at a price equal to the
		principal amount thereof, together with accrued and unpaid interest thereon, if
		any, to the date of redemption, but without any Make-Whole Amount or other
		premium, on the applicable Termination Date provided in Section 10.3 of the
		Facility Lease as a result of the occurrence of an Event of Loss. Any such
		redemption shall be made in accordance with the applicable provisions of
		Section 3 hereof.
	 

	 
		                (b)           The
		Lessor may, at its option, redeem any Additional Notes in whole, or in part, on
		any date to the extent permitted by, and at the prices set forth in, the
		supplemental indenture establishing the terms, conditions and designations of
		such Additional Notes, together with accrued interest thereon, if any, to the
		date of redemption, plus, as applicable, any Make Whole Amount due on such
		Additional Notes to be so redeemed.
	 

	 
		                (c)           The
		Notes shall be redeemed, in whole but not in part, as provided below, at the
		redemption price equal to the principal amount thereof, together with accrued
		and unpaid interest thereon, if any, to the date of redemption, plus the
		Make-Whole Amount, on the earliest to occur of:
	 

	 	 	                (i)            if
			 the obligations represented by the Notes shall have been refinanced in whole
			 but not in part pursuant to Section 11.2 of the Participation Agreement, on the
			 date of such refinancing;
		 
	 	                (ii)           if
			 the Facility Lease is terminated pursuant to Section 13 thereof, the applicable
			 Burdensome Termination Date provided in Section 13.1 of the Facility Lease;
			 and
		 
	 	                (iii)          if
			 the Facility Lease is terminated pursuant to Section 14.3 or 14.4 thereof, the
			 applicable Owner Breach Termination Date provided in Section 14.1 of the
			 Facility Lease.


	 
		Any such redemption shall be
		made in accordance with the applicable provisions of Section 3 hereof. The
		Make-Whole Amount payable with respect to the Notes to be redeemed pursuant to
		
	 

	 
		13
	 

	 

	 
	 

	 

	 
		this Section 2.10(c) will be
		determined by an investment banking institution of national standing in the
		United States (the “Investment Banker”) selected by the Lessee
		or, if the Lessor or the Indenture Trustee does not receive notice of such
		selection at least ten days prior to a scheduled prepayment date or if a Lease
		Event of Default under the Facility Lease shall have occurred and be
		continuing, selected by the Lessor, provided that the same Investment
		Banker shall also calculate the Special Event Amount payable concurrently
		therewith under the Facility Lease. 
	 

	 
		                (d)           If
		pursuant to this Section 2.10 the Lessor elects to redeem Additional
		Notes, or Notes are otherwise required to be redeemed, the Lessor shall notify
		the Indenture Trustee in writing of the date of redemption, the
		paragraph of this Indenture pursuant to which the redemption will occur,
		the principal amount of Notes to be redeemed and the applicable redemption
		price. The Lessor shall give each notice to the Indenture Trustee provided for
		in this Section 2.10 at least thirty (30) days before the date of
		redemption unless the Indenture Trustee consents in writing to a shorter
		period. Such notice shall be accompanied by an Officers’ Certificate and
		an opinion of counsel from the Lessee to the effect that such redemption will
		comply with the conditions herein.
	 

	 
		                (e)           At
		least twenty (20) days but not more than sixty (60) days before a date of
		redemption, the Indenture Trustee shall deliver notification of such redemption
		by first-class mail to each Noteholder to be redeemed at such Noteholder’s
		registered address; provided that no notice shall be required so long as
		the Pass Through Trustee and the Indenture Trustee are the same entity. Each
		such notice shall state:
	 

	 	 	                (i)           
			 the date of redemption;
		 
	 	                (ii)          
			 the redemption price;
		 
	 	                (iii)          the
			 name and address of the Paying Agent;
		 
	 	                (iv)          that
			 Notes called for redemption must be surrendered to the Paying Agent to collect
			 the redemption price;
		 
	 	                (v)           that,
			 unless the Lessor defaults in making such redemption payment, interest on Notes
			 called for redemption ceases to accrue on and after the redemption date;
			 and
		 
	 	                (vi)          the
			 paragraph of this Indenture pursuant to which the Notes called for redemption
			 are being redeemed.


	 
		                (f)            With
		respect to any notice of redemption of the Notes pursuant to Section 2.10(c)
		such notice shall state that such redemption shall be conditional upon the
		receipt by the Indenture Trustee, on or prior to the date fixed for such
		redemption, of money sufficient to pay the principal of and Make-Whole Amount,
		if any, and interest on such Notes and that, if such money shall not have been
		so received, such notice shall be of no force or effect and the Lessor shall
		not be required to redeem such Notes. In the event that such notice of
		redemption contains such a condition and such money is not so received, the
		redemption shall not be made and, within a reasonable time thereafter, notice
		shall be given, in the manner in which the notice of redemption 
	 

	 
		14
	 

	 

	 
	 

	 

	 
		was given, that such money was
		not so received and such redemption was not required to be made.
	 

	 
		                (g)           Upon
		surrender to the Paying Agent, such Notes shall be paid at the redemption price
		stated in the notice, plus accrued interest to the date of redemption. Failure
		to give notice or any defect in the notice to any Noteholder shall not affect
		the validity of the notice to any other Noteholder.
	 

	 
		                Section 2.11.
		       Payment of Expenses on
		Transfer.  Upon
		the issuance of a new Note or Notes pursuant to Section 2.8 or 2.9 hereof,
		the Lessor or the Indenture Trustee may require from the party requesting such
		new Note or Notes payment of a sum to reimburse the Lessor and the Indenture
		Trustee for, or to provide funds for, the payment on an After-Tax Basis to the
		Lessor, the Indenture Trustee and the Owner Participant of any tax or other
		governmental charge in connection therewith or any charges and expenses
		connected with such tax or governmental charge paid or payable by the Lessor or
		the Indenture Trustee.
	 

	 
		                Section 2.12.
		       Additional Notes.
	 

	 
		                (a)           Additional
		Notes (each, an “Additional Note”) of the Lessor may be issued
		under and secured by this Indenture, at any time or from time to time, in
		addition to the Initial Notes and subject to the conditions hereinafter
		provided in this Section 2.12, for cash in the amount equal to the
		original principal amount of such Additional Notes, for the purpose of (i)
		providing funds in connection with a Supplemental Financing pursuant to
		Section 11.1 of the Participation Agreement for the payment of all or any
		portion of Modifications to the Facility pursuant to Section 8 of the
		Facility Lease or (ii) redeeming any previously issued Notes pursuant to
		an optional refinancing pursuant to Section 11.2 of the Participation
		Agreement and providing funds for the payment of all reasonable costs and
		expenses in connection therewith. 
	 

	 
		                (b)           Before
		any Additional Notes shall be issued under the provisions of this
		Section 2.12, the Lessor shall have delivered to the Indenture Trustee,
		not less than five (5) (unless a shorter period shall be satisfactory to
		the Indenture Trustee) days nor more than sixty (60) days prior to the
		proposed date of issuance of any Additional Notes, a request and authorization
		to issue such Additional Notes, which request and authorization shall include
		the amount of such Additional Notes, the proposed date of issuance and terms
		thereof and (except in connection with a refinancing of all of the then
		outstanding Notes pursuant to Section 11.2 of the Participation Agreement) a
		certification that such terms thereof are not inconsistent with this Indenture.
		Such Additional Notes shall have a designation so as to distinguish such
		Additional Notes from the Initial Notes and other Additional Notes theretofore
		issued, but otherwise shall rank pari passu with any Notes then outstanding, be
		entitled to the same benefits and security of this Indenture as the other Notes
		issued pursuant to the terms hereof, be dated the date of original issuance of
		such Additional Notes, bear interest at such rates as shall be agreed between
		the Lessee and the Lessor and indicated in the aforementioned request and
		authorization, and shall be stated to be payable by their terms not later than
		the final maturity date of the Initial Notes issued on the Closing Date. The
		Additional Notes shall not be subject to (i) purchase except as provided
		in Section 4.4(e) hereof or (ii) redemption except as provided in
		Section 2.10 hereof.
	 

	 
		15
	 

	 

	 
	 

	 

	 
		                (c)           The
		terms, conditions and designations of such Additional Notes (which shall be
		consistent with this Indenture, except in the case of a refinancing of all of
		the Notes pursuant to Section 11.2 of the Participation Agreement) shall
		be set forth in an indenture supplemental to this Indenture executed by the
		Lessor and the Indenture Trustee. Such Additional Notes shall be executed as
		provided in Section 2.3 hereof and deposited with the Indenture Trustee
		for authentication, but before such Additional Notes shall be authenticated and
		delivered by the Indenture Trustee there shall be filed with the Indenture
		Trustee the following, all of which shall be dated as of the date of the
		supplemental indenture:
	 

	 	 	                (i)            a
			 copy of such supplemental indenture (which shall include the form of such
			 Additional Notes and the certificate of authentication in respect
			 thereof);
		 
	 	                (ii)           an
			 Officer’s Certificate from the Lessee (1) stating that no Lease Event
			 of Default has occurred and is continuing under the Facility Lease,
			 (2) stating that the conditions in respect of the issuance of such
			 Additional Notes contained in this Section 2.12 have been satisfied,
			 (3) specifying the amount of the costs and expenses relating to the
			 issuance and sale of such Additional Notes, (4) stating that payments
			 pursuant to the Facility Lease and all supplements thereto of Periodic Rent and
			 Termination Amount, together with all other amounts payable pursuant to the
			 terms of the Facility Lease, are calculated to be sufficient to pay when due
			 all of the principal of and interest on the outstanding Notes, after taking
			 into account the issuance of such Additional Notes and any related redemption
			 of Notes theretofore outstanding, and (5) all conditions to the Supplemental
			 Financing or refinancing contained in Section 11.1 or 11.2, respectively
			 of the Participation Agreement or in any other provision of the Operative
			 Documents have been satisfied;
		 
	 	                (iii)          with
			 respect to any Supplemental Financing, an Officer’s Certificate from the
			 Lessor stating that no Indenture Default under clauses (b)
			 through (f) of Section 4.2 hereof or Indenture Event of Default as to
			 the Lessor, as the case may be, has occurred and is continuing;
		 
	 	                (iv)          such
			 additional documents, certificates and opinions as shall be reasonably required
			 by the Indenture Trustee, and as shall be reasonably acceptable to the
			 Indenture Trustee;
		 
	 	                (v)           a
			 request and authorization to the Indenture Trustee by the Lessor to
			 authenticate and deliver such Additional Notes to or upon the order of the
			 Person or Persons noted in such request at the address set forth therein, and
			 in such principal amounts as are stated therein, upon payment to the Indenture
			 Trustee, but for the account of the Lessor, of the sum or sums specified in
			 such request and authorization;
		 
	 	                (vi)          the
			 consent of the Lessee to such request and authorization; and
		 
	 	                (vii)         an
			 opinion of counsel to the Lessor who shall be reasonably satisfactory to the
			 Indenture Trustee, as to the authorization, validity and enforceability of the
			 Additional Notes and that all conditions hereunder to the authentication and
			 delivery of such Additional Notes have been complied with.


	 
		16
	 

	 

	 
	 

	 

	 
		                (d)           When
		the documents referred to in the foregoing clauses (i) through
		(vii) above shall have been filed with the Indenture Trustee and when the
		Additional Notes described in the above mentioned request and authorization
		shall have been executed and authenticated as required by this Indenture and
		the related supplemental indenture, the Indenture Trustee shall deliver such
		Additional Notes in the manner described in clause (v) above, but only
		upon payment to the Indenture Trustee of the sum or sums specified in such
		request and authorization.
	 

	 
		                Section 2.13.
		       Restrictions of Transfer Resulting
		from Federal Securities Laws; Legend.  Each Note shall be delivered to
		the initial Noteholder thereof without registration of such Note under the
		Securities Act and without qualification of this Indenture under the Trust
		Indenture Act of 1939, as amended. Prior to any transfer of any such Note, in
		whole or in part, to any Person, the Noteholder thereof shall furnish to the
		Lessee, the Indenture Trustee and the Lessor an opinion of counsel, which
		opinion and which counsel shall be reasonably satisfactory to the Indenture
		Trustee, the Lessor and the Lessee, to the effect that such transfer will not
		violate the registration provisions of the Securities Act or require
		qualification of this Indenture under the Trust Indenture Act of 1939, as
		amended, and all Notes issued hereunder shall be endorsed with a legend which
		shall read substantially as follows:
	 

	 	 	THIS NOTE HAS NOT BEEN REGISTERED
			 UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED, SOLD OR OFFERED
			 FOR SALE OR OTHERWISE DISPOSED OF EXCEPT WHILE SUCH REGISTRATION IS IN EFFECT
			 OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SAID
			 ACT.


	 
		                Section 2.14.
		       Security for and Parity of
		Notes.  All
		Notes issued and outstanding hereunder shall rank on a parity with each other
		and shall as to each other be secured equally and ratably by this Indenture,
		without preference, priority or distinction of any thereof over any other by
		reason of difference in time of issuance or otherwise.
	 

	 
		                Section 2.15.
		       Acceptance of the Indenture
		Trustee.  Each
		Noteholder, by its acceptance of a Note, shall be deemed to have consented to
		the appointment of the Indenture Trustee.
	 

	 
		ARTICLE
		III
RECEIPT, DISTRIBUTION AND APPLICATION
OF INCOME FROM INDENTURE
		ESTATE
	 

	 
		                Section 3.1.
		          Distribution of
		Periodic Rent.

	 

	 
		                (a)           Periodic
		Rent Distribution . Except as otherwise provided in
		Section 3.1(c), 3.2, 3.3 or 3.7 of this Indenture, each installment of
		Periodic Rent and any payment of Supplemental Rent constituting interest on
		overdue installments of Periodic Rent received by the Indenture Trustee shall
		be distributed by the Indenture Trustee in the following order of
		priority:
	 

	 	 	First, so much of such amounts as
			 shall be required to pay in full the aggregate principal and accrued interest
			 (as well as any interest on overdue principal and, to the extent permitted by
			 Applicable Law, on overdue interest) then due and payable under the Notes shall
			 be distributed to the Noteholders ratably, without priority of any Noteholder
			 over any other Noteholder, in the proportion that the amount of such payment
			 then due and 


	 
		17
	 

	 

	 
	 

	 

	 	 	payable
			 under each such Note bears to the aggregate amount of the payments then due and
			 payable under all such Notes; and
		 
	 	Second, the balance, if any, of
			 such amounts remaining shall be distributed to the Lessor for distribution by
			 it in accordance with the terms of the Trust Agreement.


	 
		                (b)           Application
		of Other Amounts Held by the Indenture Trustee upon Rent Default. If,
		as a result of any failure by the Lessee to pay Periodic Rent in full on any
		date when an installment of Periodic Rent is due, there shall not have been
		distributed on any date (or within any applicable period of grace) pursuant to
		Section 3.1(a) hereof the full amount then distributable pursuant to
		clause “First” of Section 3.1(a) of this Indenture, the
		Indenture Trustee shall distribute other payments (other than Excepted
		Payments) of the character referred to in Sections 3.5 and 3.6 hereof then
		held by it, or thereafter received by it, to all Noteholders to the extent
		necessary to enable it to make all the distributions then due pursuant to such
		clause “First.” To the extent the Indenture Trustee thereafter
		receives the deficiency in Periodic Rent, the amount so received shall, unless
		an Indenture Event of Default shall have occurred and be continuing, be applied
		to restore the amounts held by the Indenture Trustee under Section 3.5 or
		3.6 hereof and distributed pursuant to this Section 3.1(b), as the case
		may be. The portion of each such payment made to the Indenture Trustee which is
		to be distributed by the Indenture Trustee in payment of Notes shall be applied
		in accordance with Section 2.7 hereof. Any payment received by the
		Indenture Trustee pursuant to Section 4.3 hereof as a result of payment by
		the Lessor of principal or interest or both (as well as any interest on overdue
		principal and, to the extent permitted by Applicable Law, on overdue interest)
		then due on all Notes shall be distributed to the Noteholders, ratably, without
		priority of one over the other, in the proportion that the amount of such
		payment or payments then due and unpaid on all Notes held by each such
		Noteholder bears to the aggregate amount of the payments then due and unpaid on
		all Notes outstanding; and the Lessor shall (to the extent of such payment made
		by it) be subrogated to the rights of the Noteholders under this
		Section 3.1 to receive the payment of Periodic Rent or Supplemental Rent
		with respect to which its payment under Sections 4.3(a) and
		(b) hereof relates, and the payment of interest on account of such
		Periodic Rent or Supplemental Rent being overdue, to the extent provided in and
		subject to the provisions of Section 4.3(a) and (b) hereof.
	 

	 
		                (c)           Retention
		of Amounts by the Indenture Trustee. If at the time of receipt by the
		Indenture Trustee of an installment of Periodic Rent (whether or not then
		overdue) or of payment of interest on any overdue installment of Periodic Rent,
		there shall have occurred and be continuing an Indenture Event of Default, the
		Indenture Trustee shall retain such installment of Periodic Rent or payment of
		interest (to the extent such installment of Rent or payment of interest is not
		then required to be distributed pursuant to clause “First” of
		Section 3.1(a)) as part of the Indenture Estate and shall not distribute
		any such payment of Periodic Rent or interest pursuant to clause
		“Second” of Section 3.1(a) until such time as such
		Indenture Event of Default shall be cured or waived or until such time as the
		Indenture Trustee shall have received written instructions from a Majority in
		Interest of Noteholders to make such a distribution; provided that such
		amounts must be returned to the Lessor within six (6) months from the
		receipt thereof by the Indenture Trustee unless (i) the Indenture Trustee
		has declared the unpaid principal of all Notes due and payable (or such amounts
		shall have automatically become due and payable) pursuant to
		Section 4.3(a) hereof and the Indenture Trustee is diligently pursuing any
		remedies available under Section 4.3(b) hereof (unless such remedies are
		stayed or prevented by operation 
	 

	 
		18
	 

	 

	 
	 

	 

	 
		of law) or (ii) any other
		Indenture Event of Default shall have occurred during the intervening period
		and be continuing, in which case, such six-month period will be restarted from
		the date such other Indenture Event of Default shall have occurred. Upon the
		cure or waiver of such Indenture Event of Default, withheld Periodic Rent
		shall, subject to clause (ii) of the immediately preceding sentence, be
		distributed to the Lessor (to the extent that all payments to be distributed
		pursuant to clause “First” of Section 3.1(a) have been
		made), and no further withholding of Periodic Rent on account of such Indenture
		Event of Default shall be effected.
	 

	 
		                Section 3.2.
		          Payments
		Following Event of Loss or Other Early Termination.  Any payment received by the
		Indenture Trustee as a result of (x) an Event of Loss, (y) early
		termination of the Facility Lease pursuant to Section 13 thereof, or
		(z) any early termination of the Facility Lease pursuant to
		Section 14 thereof, shall be distributed on the applicable date of
		redemption to the extent of available funds, in the following order of
		priority:
	 

	 	 	First, so much of such payments and
			 amounts as shall be required to reimburse the Indenture Trustee for any unpaid
			 fees for its services under this Indenture and any expense (including any
			 reasonable legal fees and disbursements) or loss incurred by it (to the extent
			 incurred in connection with the performance of its duties as the Indenture
			 Trustee and to the extent reimbursable and not previously reimbursed) shall be
			 distributed to the Indenture Trustee for application to itself;
		 
	 	Second, so much of such payments or
			 amounts as shall be required to pay in full the applicable redemption price (as
			 described in Section 2.10(a) or 2.10(c) hereof or any supplemental
			 indenture hereto) (including, interest on overdue principal and, to the extent
			 permitted by Applicable Law, overdue interest) upon all of the Notes which
			 shall be distributed to the holders of such Notes, in each case ratably,
			 without priority of any Noteholder over any other, in the proportion that the
			 aggregate unpaid principal amount of all such Notes held by each such holder,
			 plus the Make-Whole Amount, if any, required to be paid hereunder, and accrued
			 but unpaid interest thereon to the scheduled date of distribution to the
			 Noteholders bears to the aggregate unpaid principal amount of all such Notes
			 held by all such holders, together with the Make-Whole Amount, if any, plus
			 accrued but unpaid interest thereon to the date of scheduled distribution to
			 the Noteholders;
		 
	 	Third, so much of such payments and
			 amounts as shall be required to pay the then existing or prior Noteholders all
			 other amounts then payable and unpaid to them as holders of the Notes which
			 this Indenture by its terms secures shall be distributed to such existing or
			 prior holders of Notes, ratably to each such holder, without priority of any
			 such holder over any other, in the proportion that the amount of such payments
			 or amounts to which each such holder is so entitled bears to the aggregate
			 amount of such payments and amounts to which all such holders are so entitled;
			 and
		 
	 	Fourth, the balance, if any, of
			 such payment remaining shall be distributed to the Lessor for distribution in
			 accordance with the Trust Agreement.


	 
		                Section 3.3.
		          Payments After
		Indenture Event of Default.  All payments received and all
		amounts held or realized by the Indenture Trustee after an Indenture Event of
		Default shall have 
	 

	 
		19
	 

	 

	 
	 

	 

	 
		occurred and be continuing
		(including any amounts realized by the Indenture Trustee from the exercise of
		any remedies pursuant to Section 17 of the Facility Lease or from the
		application of Section 4.3 hereof) and after either (a) the Indenture
		Trustee has declared the Facility Lease to be in default pursuant to
		Section 17 thereof or (b) the entire principal amount of Notes shall
		have been declared or shall automatically have become due and payable, together
		with all payments or amounts then held or thereafter received by the Indenture
		Trustee hereunder, shall, so long as such declaration shall not have been
		rescinded, be distributed forthwith by the Indenture Trustee in the following
		order of priority:
	 

	 	 	First, so much of such payments and
			 amounts as shall be required to reimburse the Indenture Trustee for any unpaid
			 fees for its services under this Indenture and any expense (including any
			 reasonable legal fees and disbursements) or loss incurred by it (to the extent
			 incurred in connection with the performance of its duties as the Indenture
			 Trustee and to the extent reimbursable and not previously reimbursed) shall be
			 distributed to the Indenture Trustee for application to itself;
		 
	 	Second, so much of such payments or
			 amounts as shall be required to pay the aggregate unpaid principal amount of
			 all Notes then outstanding and all accrued but unpaid interest on such Notes to
			 the date of such distribution (including interest on overdue principal and, to
			 the extent permitted by Applicable Law, overdue interest) shall be distributed
			 to the holders of such Notes, in each case ratably, without priority of any
			 Noteholder over any other, in the proportion that the aggregate unpaid
			 principal amount of all such Notes held by each such holder and accrued but
			 unpaid interest thereon to the scheduled date of distribution to the
			 Noteholders bears to the aggregate unpaid principal amount of all such Notes
			 held by all such holders and accrued but unpaid interest thereon to the date of
			 scheduled distribution to the Noteholders;
		 
	 	Third, so much of such payments and
			 amounts as shall be required to pay the then existing or prior Noteholders all
			 other amounts then payable and unpaid to them as holders of the Notes which
			 this Indenture by its terms secures, including the Make-Whole Amount, if any,
			 required to be paid pursuant to Section 2.10(c) hereof, in respect of such
			 Notes required to be paid pursuant to Section 4.3(a) hereof, shall be
			 distributed to such existing or prior holders of Notes, ratably to each such
			 holder, without priority of any such holder over any other, in the proportion
			 that the amount of such payments or amounts to which each such holder is so
			 entitled bears to the aggregate amount of such payments and amounts to which
			 all such holders are so entitled; and
		 
	 	Fourth, the balance, if any, of
			 such payments and amounts remaining shall be distributed to the Lessor for
			 distribution by it in accordance with the terms of the Trust
			 Agreement.


	 
		                Section 3.4.
		          Investment of
		Certain Payments Held by the Indenture Trustee.  Upon the written direction and at
		the risk and expense of the Lessor, the Indenture Trustee shall invest and
		reinvest any moneys held by the Indenture Trustee pursuant to
		Section 3.1(c), 3.5 or 3.6 hereof in such Permitted Investments as maybe
		specified in such direction. The proceeds received upon the sale or at maturity
		of any Permitted Investment and any interest received on such Permitted
		Investment and any payment in respect of a deficiency contemplated by the
		following sentence shall be held as part of the Indenture Estate and applied by
		the Indenture Trustee in the same 
	 

	 
		20
	 

	 

	 
	 

	 

	 
		manner as the moneys used to
		buy such Permitted Investment, and any Permitted Investment may be sold
		(without regard to maturity date) by the Indenture Trustee whenever necessary
		to make any payment or distribution required by this Article III. If the
		proceeds received upon the sale or at maturity of any Permitted Investment
		(including interest received on such Permitted Investment) shall be less than
		the cost thereof (including accrued interest), the Lessor will pay or cause to
		be paid to the Indenture Trustee an amount equal to such deficiency.
	 

	 
		                Section 3.5.
		          Application of
		Certain Other Payments.  Except as otherwise provided in
		Section 3.1(b) or 3.1(c) hereof, any payment received by the Indenture
		Trustee for which provision as to the application thereof is made in an
		Operative Document, but not elsewhere in this Indenture (including payments
		received by the Indenture Trustee under the Guaranty), shall, unless an
		Indenture Event of Default shall have occurred and be continuing, be applied
		forthwith to the purpose for which such payment was made in accordance with the
		terms of such Operative Document. If at the time of the receipt by the
		Indenture Trustee of any payment referred to in the preceding sentence there
		shall have occurred and be continuing an Indenture Event of Default, the
		Indenture Trustee shall hold such payment as part of the Indenture Estate, but
		the Indenture Trustee shall, except as otherwise provided in
		Section 3.1(b) or 3.1(c) hereof, cease to hold such payment and shall
		apply such payment to the purpose for which it was made in accordance with the
		terms of such Operative Document if and whenever there is no longer continuing
		any Indenture Event of Default; provided, however, that any such payment
		received by the Indenture Trustee which is payable to the Lessee shall not be
		held by the Indenture Trustee unless a Lease Event of Default shall have
		occurred and be continuing.
	 

	 
		                Section 3.6.
		          Other
		Payments.
		 Except as otherwise provided in Section 3.5 hereof:
	 

	 
		                (a)           any
		payment received by the Indenture Trustee for which no provision as to the
		application thereof is made in the Participation Agreement, the Facility Lease
		or elsewhere in this Article III; and
	 

	 
		                (b)           all
		payments received and amounts realized by the Indenture Trustee with respect to
		the Indenture Estate (including all amounts realized after the termination of
		the Facility Lease), to the extent received or realized at any time after
		payment in full of the principal of and, Make-Whole Amount, if any, and
		interest on all Notes then outstanding and all other amounts due the Indenture
		Trustee or the Noteholders, as well as any other amounts remaining as part of
		the Indenture Estate after such payment in full of the principal of, Make-Whole
		Amount, if any, and interest on all Notes outstanding;
	 

	 
		                shall be distributed forthwith by the
		Indenture Trustee in the order of priority set forth in Section 3.3
		hereof, omitting clause “Third” thereof.
	 

	 
		                Section 3.7.
		          Excepted
		Payments.
		 Notwithstanding any other provision of this Indenture including this
		Article III or any provision of any of the Operative Documents to the
		contrary, any Excepted Payments received or held by the Indenture Trustee at
		any time shall promptly be paid or distributed by the Indenture Trustee to the
		Person or Persons entitled thereto.
	 

	 
		                Section 3.8.
		          Distributions to the
		Lessor.  Unless
		otherwise directed in writing by the Lessor, all amounts from time to time
		distributable by the Indenture Trustee to the Lessor in 
	 

	 
		21
	 

	 

	 
	 

	 

	 
		accordance with the provisions
		hereof shall be paid by the Indenture Trustee in immediately available funds to
		the Owner Participant’s Account. Any amounts payable to the Trust Company
		in its individual capacity shall be paid to the Trust Company.
	 

	 
		                Section 3.9.
		          Payments Under
		Assigned Documents.
		 Notwithstanding anything to the contrary contained in this Indenture,
		until the discharge and satisfaction of the Lien of this Indenture, all
		payments due or to become due under any Assigned Document to the Lessor (except
		so much of such payments as constitute Excepted Payments) shall be made
		directly to the Indenture Trustee’s Account and the Lessor shall give all
		notices as shall be required under the Assigned Documents to direct payment of
		all such amounts to the Indenture Trustee hereunder. The Lessor agrees that if
		it should receive any such payments directed to be made to the Indenture
		Trustee or any proceeds for or with respect to the Indenture Estate or as the
		result of the sale or other disposition thereof or otherwise constituting a
		part of the Indenture Estate to which the Lessor is not entitled hereunder, it
		will promptly forward such payments to the Indenture Trustee or in accordance
		with the Indenture Trustee’s instructions. The Indenture Trustee agrees to
		apply payments from time to time received by it (from the Lessee, the Lessor or
		otherwise) with respect to the Facility Lease, any other Assigned Document or
		the Facility in the manner provided in Section 2.7 hereof and this Article
		III.
	 

	 
		                Section 3.10.
		       Disbursement of Amounts Received
		by the Indenture Trustee.  Subject to the last sentence of
		this Section 3.10 and Section 3.2 hereof, amounts to be distributed
		by the Indenture Trustee pursuant to this Article III shall be distributed on
		the date such amounts are actually received by the Indenture Trustee.
		Notwithstanding anything to the contrary contained in this Article III, in the
		event the Indenture Trustee shall be required or directed to make a payment
		under this Article III on the same date on which such payment is received, any
		amounts received by the Indenture Trustee after 12:00 noon, New York City time,
		or on a day other than a Business Day, may be distributed on the next
		succeeding Business Day.
	 

	 
		                Section 3.11.
		       Establishment of the Indenture
		Trustee‘s Account; and Lien and Security Interest; Etc.
	 

	 
		                (a)           The
		Account Bank hereby confirms that it has established a securities account
		entitled the “Indenture Trustee’s Account” (the
		“Indenture Trustee’s Account”), which Indenture
		Trustee’s Account shall be maintained by the Account Bank until the date
		this Indenture is terminated pursuant to Section 7.1 hereof. The account
		number of the Indenture Trustee’s Account established hereunder is
		specified in Schedule II hereto. The Indenture Trustee’s Account
		shall not be evidenced by passbooks or similar writings. This Indenture governs
		and shall be the only agreement governing the Indenture Trustee’s
		Account.
	 

	 
		                (b)           All
		amounts from time to time held in the Indenture Trustee’s Account shall be
		maintained (i) in the name of the Lessor subject to the lien and security
		interest of the Indenture Trustee for the benefit of the Indenture Trustee and
		each of the Noteholders as set forth herein and (ii) in the custody of the
		Account Bank for and on behalf of the Indenture Trustee for the benefit of the
		Indenture Trustee and each of the Noteholders for the purposes and on the terms
		set forth in this Indenture. All such amounts shall constitute a part of the
		Indenture Trustee Account Collateral (as defined below) and shall not
		constitute payment of any Indebtedness or any other obligation of the Lessor
		until applied as hereinafter provided.
	 

	 
		22
	 

	 

	 
	 

	 

	 
		                (c)           As
		collateral security for the prompt payment in full when due of the Secured
		Indebtedness, the Lessor hereby pledges, assigns, hypothecates and transfers to
		the Indenture Trustee for the benefit of the Indenture Trustee and each of the
		Noteholders, and hereby grants to the Indenture Trustee for the benefit of the
		Indenture Trustee and each of the Noteholders, a lien on and security interest
		in and to, (i) the Indenture Trustee’s Account and any successor
		account thereto and (ii) all cash, investments, investment property,
		securities or other property at any time on deposit in or credited to the
		Indenture Trustee’s Account, including all income or gain earned thereon
		and any proceeds thereof (the “Indenture Trustee Account
		Collateral”).
	 

	 
		                Section 3.12.
		       The Account Bank; Limited Rights
		of the Lessor.

	 

	 
		                (a)          
		The Account Bank.
	 

	 	 	                (i)            Establishment
			 of Securities Account . The Account Bank hereby agrees and
			 confirms that (A) the Account Bank has established the Indenture
			 Trustee’s Account as set forth in Section 3.11, (B) the
			 Indenture Trustee’s Account is and will be maintained as a
			 “securities account” (within the meaning of
			 Section 8-501(a) of the UCC), (C) the Lessor is the
			 “entitlement holder” (within the meaning of
			 Section 8-102(a)(7) of the UCC) in respect of the “financial
			 assets” (within the meaning of Section 8-102(a)(9) of the UCC)
			 credited to the Indenture Trustee’s Account, (D) all property
			 delivered to the Account Bank pursuant to this Indenture or any other Operative
			 Document will be held by the Account Bank and promptly credited to the
			 Indenture Trustee’s Account by an appropriate entry in its records in
			 accordance with this Indenture, (E) all “financial
			 assets” (within the meaning of Section 8-102(a)(9) of the UCC) in
			 registered form or payable to or to the order of and credited to the Indenture
			 Trustee’s Account shall be registered in the name of, payable to or to the
			 order of, or indorsed to, the Account Bank or in blank, or credited to another
			 securities account maintained in the name of the Account Bank, and in no case
			 will any financial asset credited to the Indenture Trustee’s Account be
			 registered in the name of, payable to or to the order of, or indorsed to, the
			 Lessor except to the extent the foregoing have been subsequently indorsed by
			 the Lessor to the Account Bank or in blank, (F) the Account Bank shall not
			 change the name or account number of the Indenture Trustee’s Account
			 without the prior written consent of the Indenture Trustee, (G) the
			 Account Bank is acting and shall at all times act as and perform all of the
			 duties of the “securities intermediary,” within the meaning of
			 Article 8 of the UCC, with respect to the Indenture Trustee’s Account
			 and the financial assets credited thereto and (H) the Account Bank shall
			 not enter into any other agreement governing, or with respect to, the Indenture
			 Trustee’s Account without the prior written consent of the Indenture
			 Trustee.
		 
	 	                (ii)           Financial
			 Assets Election . The Account Bank agrees that each item of
			 property (including any security, instrument or obligation, share,
			 participation, interest, cash or cash equivalent or other property whatsoever)
			 credited to the Indenture Trustee’s Account shall be treated as a
			 “financial asset” within the meaning of
			 Section 8-102(a)(9) of the UCC.
		 
	 	                (iii)          Entitlement
			 Orders . Notwithstanding anything in this Indenture to the
			 contrary, if at any time the Account Bank shall receive any
			 “entitlement order” (within 


	 
		23
	 

	 

	 
	 

	 

	 	 	the meaning
			 of Section 8-102(a)(8) of the UCC) or any other order from the Indenture
			 Trustee directing the transfer or redemption of any financial asset relating to
			 the Indenture Trustee’s Account or with respect to any “security
			 entitlements” (within the meaning of Section 8-102(a)(17) of the
			 UCC) carried or to be carried in the Indenture Trustee’s Account, the
			 Account Bank shall comply with such entitlement order or other order without
			 further consent by the Lessor or any other Person. The parties hereto hereby
			 agree that the Indenture Trustee shall have “control” (within
			 the meaning of Section 8-106(d) of the UCC) of (A) the Indenture
			 Trustee’s Account, (B) all security entitlements carried or to be
			 carried in the Indenture Trustee’s Account and (C) the Lessor’s
			 security entitlements with respect to the financial assets credited to the
			 Indenture Trustee’s Account and the Lessor hereby disclaims any
			 entitlement to claim “control” of such “security
			 entitlements”. Unless an Indenture Event of Default shall have
			 occurred and is continuing, the Indenture Trustee shall not deliver any
			 entitlement order directing the transfer or redemption of any financial asset
			 relating to the Indenture Trustee’s Account.
		 
	 	                (iv)          Subordination
			 of Lien; Waiver of Set-Off . In the event that the Account Bank
			 has or subsequently obtains by agreement, operation of law or otherwise a lien
			 or security interest in the Indenture Trustee’s Account or any security
			 entitlement credited thereto, the Account Bank agrees that such lien or
			 security interest shall be subordinate to the lien and security interest of the
			 Indenture Trustee for the benefit of the Indenture Trustee and each Noteholder.
			 The financial assets standing to the credit of the Indenture Trustee’s
			 Account will not be subject to deduction, set-off, banker’s lien, or any
			 other right in favor of any Person other than the Indenture Trustee for the
			 benefit of the Indenture Trustee and each Noteholder (except for the face
			 amount of any checks which have been credited to the Indenture Trustee’s
			 Account but are subsequently returned unpaid because of uncollected or
			 insufficient funds).
		 
	 	                (v)           No
			 Other Agreements . The Account Bank and the Lessor have not
			 entered into any agreement governing or with respect to the Indenture
			 Trustee’s Account or any financial assets credited to the Indenture
			 Trustee’s Account other than this Indenture. The Account Bank has not
			 entered into any agreement with the Lessor or any other Person purporting to
			 limit or condition the obligation of the Account Bank to comply with
			 entitlement orders originated by the Indenture Trustee in accordance with
			 Section 3.12(a)(iii) hereof. In the event of any conflict between
			 this Section 3.12 or any other agreement now existing or hereafter entered
			 into, the terms of this Section 3.12 shall prevail.
		 
	 	                (vi)          Notice
			 of Adverse Claims . Except for the claims and interest of the
			 Indenture Trustee for the benefit of the Indenture Trustee and each Noteholder
			 and the Lessor in the Indenture Trustee’s Account, the Account Bank does
			 not know of any claim to, or interest in, the Indenture Trustee’s Account
			 or in any financial asset credited thereto. If any Person asserts any lien,
			 encumbrance or adverse claim (including any writ, garnishment, judgment,
			 warrant of attachment, execution or similar process) against the Indenture
			 Trustee’s Account or in any financial asset credited thereto, the Account
			 Bank will promptly notify the Indenture Trustee and the Lessor in writing
			 thereof.


	 
		24
	 

	 

	 
	 

	 

	 	 	                (vii)         Rights
			 and Powers of the Indenture Trustee. The rights and powers granted by
			 the Indenture Trustee to the Account Bank have been granted in order to perfect
			 its lien and security interests in the Indenture Trustee’s Account, are
			 powers coupled with an interest and will neither be affected by the bankruptcy
			 of the Lessor nor the lapse of time.


	 
		                (b)           Limited
		Rights of the Lessor. The Lessor shall not have any rights against or to
		monies held in the Indenture Trustee’s Account, as third party beneficiary
		or otherwise, or any right to direct the Account Bank or the Indenture Trustee
		to apply or transfer monies in the Indenture Trustee’s Account, except the
		right to receive or make requisitions of monies held in the Indenture
		Trustee’s Account, as expressly provided in this Indenture, and to direct
		the investment of monies held in the Indenture Trustee’s Account as
		expressly provided in Section 3.7 hereof. Except as expressly provided in
		this Indenture, in no event shall any amounts or Permitted Investments
		deposited in or credited to the Indenture Trustee’s Account be registered
		in the name of the Lessor, payable to the order of the Lessor or specially
		indorsed to the Lessor except to the extent that the foregoing have been
		specially indorsed to the Indenture Trustee or in blank.
	 

	 
		ARTICLE
		IV
COVENANTS OF LESSOR; DEFAULTS;
REMEDIES OF INDENTURE TRUSTEE
	 

	 
		                Section 4.1.
		          Covenants of
		Lessor.  The
		Lessor hereby covenants and agrees as follows:
	 

	 
		                (a)           the
		Lessor will duly and punctually pay the principal of, Make-Whole Amount, if
		any, and interest on and other amounts due under the Notes and hereunder in
		accordance with the terms of the Notes and this Indenture and all amounts
		payable by it to the Noteholders under the Participation Agreement; and
	 

	 
		                (b)           the
		Lessor will not, except as provided in this Indenture (including
		Sections 4.4, 5.6, 8.1 and 8.2 hereof) and except as to Excepted Payments
		(i) enter into any agreement amending, modifying or supplementing any of
		the Assigned Documents, or exercise any election or option, or make any
		decision or determination, or give any notice, consent, waiver or approval, or
		take any other action, under or in respect of any Assigned Document,
		(ii) accept and retain any payment from, or settle or compromise any claim
		arising under, any of the Assigned Documents, except that it may forward any
		payment to the Indenture Trustee in accordance with Section 3.9 hereof,
		(iii) give any notice or exercise any right or take any action under any
		of the Assigned Documents, or (iv) submit or consent to the submission of
		any dispute, difference or other matter arising under or in respect of any of
		the Assigned Documents to arbitration thereunder.
	 

	 
		                Section 4.2.
		          Indenture Events of
		Default.
		 Subject to Section 4.4 hereof, the term “Indenture Event of
		Default,” wherever used herein, shall mean any of the following events
		(whatever the reason for such Indenture Event of Default and whether it shall
		be voluntary or involuntary or come about or be effected by operation of law or
		pursuant to or in compliance with any judgment, decree or order of any court or
		any order, rule or regulation of any Governmental Entity):
	 

	 
		25
	 

	 

	 
	 

	 

	 
		                (a)           any
		Lease Event of Default (other than (x) the failure of the Lessee to pay any
		amount which shall constitute an Excepted Payment or the Equity Portion of
		Periodic Rent, the Equity Portion of PVRR Amount or the Equity Portion of
		Termination Amount and (y) a Lease Event of Default in consequence of the
		Lessee’s failure to maintain the insurance required by Section 11 of
		the Facility Lease if, and so long as, (i) such Lease Event of Default is
		waived by the Lessor and the Owner Participant and (ii) the insurance
		maintained by the Lessee still constitutes Prudent Industry Practice);
		or
	 

	 
		                (b)           the
		Lessor shall fail to make any payment in respect of the principal of, or
		Make-Whole Amount, if any, or interest on, or any scheduled fees due and
		payable under or with respect to any Note within ten (10) days after the same
		shall have become due or any other amounts due and payable under or with
		respect to any Note within thirty (30) days after the Lessor receives notice
		that such amount is due and payable; or
	 

	 
		                (c)           the
		Lessor shall fail to perform or observe any material covenant, obligation or
		agreement to be performed or observed by it under this Indenture (other than
		any covenant, obligation or agreement contained in clause (b) of this
		Section 4.2), the Lessor shall fail to perform or observe any material
		covenant, obligation or agreement to be performed by it under Section 6 of
		the Participation Agreement, the Owner Participant shall fail to perform or
		observe any material covenant, obligation or agreement to be performed by it
		under Section 7 of the Participation Agreement, or the OP Guarantor shall
		fail to perform or observe any material covenant, obligation or agreement to be
		performed by it under the OP Guaranty (provided the OP Guaranty shall not have
		been terminated or released), in each case, in any material respect, which
		failure shall continue unremedied for thirty (30) days after receipt by such
		party of written notice thereof; provided, however, that if such
		condition cannot be remedied within such 30-day period, then the period within
		which to remedy such condition shall be extended up to one hundred eighty (180)
		days, so long as such party diligently pursues such remedy and such condition
		is reasonably capable of being remedied within such extended period; or
	 

	 
		                (d)           any
		representation or warranty made by the Lessor in Section 3.2 of the
		Participation Agreement or in the certificate delivered by the Lessor at the
		Closing pursuant to Section 4.18 of the Participation Agreement or any
		representation or warranty made by the Owner Participant in Section 3.3 of
		the Participation Agreement or the certificate delivered by the Owner
		Participant at the Closing pursuant to Section 4.18 of the Participation
		Agreement, or any representation or warranty made by the OP Guarantor (provided
		the OP Guaranty shall not have been terminated or released) under the OP
		Guaranty or in the certificate delivered by such OP Guarantor at the Closing
		pursuant to Section 4.18 of the Participation Agreement, shall prove to
		have been incorrect in any material respect when made and continues to be
		material and unremedied for a period of thirty (30) days after receipt by such
		party of written notice thereof; provided, however, that if such
		condition cannot be remedied within such 30-day period, then the period within
		which to remedy such condition shall be extended up to an additional one
		hundred eighty days (180) days, so long as such party diligently pursues such
		remedy and such condition is reasonably capable of being remedied within such
		extended period; or
	 

	 
		                (e)           the
		Owner Participant, the OP Guarantor (provided the OP Guaranty shall not have
		been terminated or released) or the Lessor shall (i) commence a voluntary
		case or other proceeding seeking relief under Title 11 of the Bankruptcy Code
		or liquidation, reorganization or 
	 

	 
		26
	 

	 

	 
	 

	 

	 
		other relief with respect to
		itself or its debts under any bankruptcy, insolvency or other similar law now
		or hereafter in effect, or apply for or consent to the appointment of a
		trustee, receiver, liquidator, custodian or other similar official of it or any
		substantial part of its property, or (ii) consent to, or fail to
		controvert in a timely manner, any such relief or the appointment of or taking
		possession by any such official in any voluntary case or other proceeding
		commenced against it, or (iii) file an answer admitting the material
		allegations of a petition filed against it in any such proceeding; or
		(iv) make a general assignment for the benefit of creditors; or
		(v) become unable, admit in writing its inability or fail generally to pay
		its debts as they become due; or (vi) take corporate action for the
		purpose of effecting any of the foregoing; or
	 

	 
		                (f)            an
		involuntary case or other proceeding shall be commenced against the Owner
		Participant, the OP Guarantor (provided the OP Guaranty shall not have been
		terminated or released) or the Lessor seeking (i) liquidation,
		reorganization or other relief with respect to it or its debts under Title 11
		of the Bankruptcy Code or any bankruptcy, insolvency or other similar law now
		or hereafter in effect, or (ii) the appointment of a trustee, receiver,
		liquidator, custodian or other similar official with respect to it or any
		substantial part of its property or (iii) the winding-up or liquidation of
		the Lessor; and such involuntary case or other proceeding shall remain
		undismissed and unstayed for a period of ninety (90) days.
	 

	 
		                Section 4.3.
		          Remedies of the
		Indenture Trustee.
	 

	 
		                (a)           In
		the event that an Indenture Event of Default shall have occurred and be
		continuing, the Indenture Trustee in its discretion may, or upon receipt of
		written instructions from a Majority in Interest of Noteholders shall declare,
		by written notice to the Lessor and the Owner Participant, the unpaid principal
		amount of all Notes, with accrued and unpaid interest thereon, but without any
		Make-Whole Amount to be immediately due and payable, upon which declaration
		such principal amount and such accrued and unpaid interest shall immediately
		become due and payable (except in the case of an Indenture Event of Default
		under Section 4.2(e) or (f) hereof, such principal and interest shall
		automatically become due and payable immediately without any such declaration
		or notice) without further act or notice of any kind. 
	 

	 
		                (b)           If
		an Indenture Event of Default shall have occurred and be continuing, then and
		in every such case, the Indenture Trustee, as assignee under the Facility Lease
		or hereunder or otherwise, may, and where required pursuant to the provisions
		of Article V hereof shall, upon written notice to the Lessor and the Owner
		Participant, exercise any or all of the rights and powers and pursue any or all
		of the remedies pursuant to this Article IV and, in the event such Indenture
		Event of Default arises as a result of an event described in Section 4.2(a) and
		is continuing unremedied and Sections 4.3(d) and 4.4 shall either not apply or
		shall have ceased to apply with respect to such Indenture Event of Default, any
		and all of the remedies provided pursuant to this Article IV and
		Section 17 of the Facility Lease and may take possession of all or any
		part of the Indenture Estate and may exclude therefrom the Owner Participant,
		the Lessor and, in the event such Indenture Event of Default shall be a Lease
		Event of Default, the Lessee and all persons claiming under them, and may
		exercise all remedies available to a secured party under the Uniform Commercial
		Code or any other provision of Applicable Law. The Indenture Trustee may
		proceed to enforce the rights of the Indenture Trustee and of the Noteholders
		by directing payment to it of all moneys payable under any agreement or
		undertaking constituting a 
	 

	 
		27
	 

	 

	 
	 

	 

	 
		part of the Indenture Estate,
		by proceedings in any court of competent jurisdiction to recover damages for
		the breach hereof or for the appointment of a receiver or for sale of all or
		any part of the Property Interest or for foreclosure of the Property Interest,
		together with the Lessor’s interest in the Assigned Documents, and by any
		other action, suit, remedy or proceeding authorized or permitted by this
		Indenture, at law or in equity, or whether for the specific performance of any
		agreement contained herein, or for an injunction against the violation of any
		of the terms hereof, or in aid of the exercise of any power granted hereby or
		by law, and in addition may foreclose upon, sell, assign, transfer and deliver,
		from time to time to the extent permitted by Applicable Law, all or any part of
		the Indenture Estate or any interest therein, at any private sale or public
		auction with or without demand, advertisement or notice (except as herein
		required or as may be required by law) of the date, time and place of sale and
		any adjournment thereof, for cash or credit or other property, for immediate or
		future delivery and for such price or prices and on such terms as the Indenture
		Trustee, in its unfettered discretion, may determine, or as may be required by
		law, so long as the Owner Participant and the Lessor are afforded a
		commercially reasonable opportunity to bid for all or such part of the
		Indenture Estate in connection therewith unless the first sentence of
		Section 4.7 hereof shall otherwise be applicable; provided that
		twenty (20) days shall be deemed to be a commercially reasonable opportunity to
		bid for purposes of this Section 4.3(b). The Indenture Trustee may file
		such proofs of claim and other papers or documents as may be necessary or
		advisable in order to have the claims of the Indenture Trustee and of the
		Noteholders asserted or upheld in any bankruptcy, receivership or other
		judicial proceedings.
	 

	 
		                (c)           To
		the fullest extent permitted by Applicable Law, all rights of action and rights
		to assert claims under this Indenture or under any of the Notes may be enforced
		by the Indenture Trustee without the possession of the Notes at any trial or
		other proceedings instituted by the Indenture Trustee, and any such trial or
		other proceedings shall be brought in its own name as mortgagee of an express
		trust, and any recovery or judgment shall be for the ratable benefit of the
		Noteholders as herein provided. In any proceedings brought by the Indenture
		Trustee (and also any proceedings involving the interpretation of any provision
		of this Indenture), the Indenture Trustee shall be held to represent all the
		Noteholders, and it shall not be necessary to make any such Persons parties to
		such proceedings.
	 

	 
		                (d)           Anything
		herein to the contrary notwithstanding, neither the Indenture Trustee nor any
		Noteholder shall at any time, including at any time when an Indenture Event of
		Default shall have occurred and be continuing and there shall have occurred and
		be continuing a Lease Event of Default, be entitled to exercise any remedy
		under or in respect of this Indenture which could or would divest the Lessor of
		title to, or its ownership interest in, any portion of the Indenture Estate
		unless, in the case of an Indenture Event of Default as a consequence of a
		Lease Event of Default, the Indenture Trustee shall have, to the extent it is
		then entitled to do so hereunder or under any other Operative Document and is
		not then stayed or otherwise prevented from doing so by operation of law,
		commenced and is diligently pursuing the exercise of one or more remedies under
		the Facility Lease intending to dispossess the Lessee of its leasehold interest
		in the Undivided Interest and is using good faith efforts in the exercise of
		such remedies (and not merely asserting a right or claim to do so); provided
		that during any period that the Indenture Trustee is stayed or otherwise
		prevented by operation of law from exercising such remedies, the Indenture
		Trustee will not divest the Lessor of title to, or its ownership interest in,
		any portion of the Indenture Estate until the earliest of (a) the expiration of
		the 180-day period following the 
	 

	 
		28
	 

	 

	 
	 

	 

	 
		date of the commencement of a
		stay or other prevention provided that such 180-day period shall be
		extended through any period thereafter in which no Lease Event of Default shall
		have occurred and be continuing other than a Lease Event of Default under
		Section 16 (g) or (h) of the Facility Lease, (b) the date the Facility Lease is
		rejected in accordance with a final and non-appealable order of the bankruptcy
		court, or (c) the date of repossession of the Facility under the Facility
		Lease, provided further, that in each case, the Indenture Trustee shall
		have given at least ten (10) Business Days’ prior notice to the Lessor and
		the Owner Participant of the Indenture Trustee’s intention to exercise
		remedies which could or would divest the Lessor of title to, or its ownership
		interest in, any portion of the Indenture Estate.
	 

	 
		                (e)           Any
		provisions of the Facility Lease or this Indenture to the contrary
		notwithstanding, if the Lessee shall fail to pay any Excepted Payment to any
		Person entitled thereto as and when due, such Person shall have the right at
		all times, to the exclusion of the Indenture Trustee, to demand, collect, sue
		for, enforce performance of obligations relating to, or otherwise obtain all
		amounts due in respect of such Excepted Payment or to declare a Lease Event of
		Default under Section 16 of the Facility Lease solely to enforce such
		obligations in respect of any Excepted Payments (provided that any such
		declaration shall not be deemed to constitute an Indenture Event of Default
		hereunder without the consent of the Indenture Trustee).
	 

	 
		                Section 4.4.
		          Right to Cure
		Certain Lease Events of Default.
	 

	 
		                (a)           If
		the Lessee shall fail to make any payment of Periodic Rent due on any Rent
		Payment Date when the same shall have become due, and if such failure of the
		Lessee to make such payment of Periodic Rent shall not constitute more than the
		third consecutive such failure or sixth cumulative failure of the Lessee, then
		the Lessor or the Owner Participant may (but need not) pay to the Indenture
		Trustee, at any time prior to the expiration of ten (10) Business Days
		after the Lessor and the Owner Participant shall have received notice from the
		Indenture Trustee or have Actual Knowledge of the failure of the Lessee to make
		such payment of Periodic Rent, an amount equal to the principal of, and
		interest on the Notes, then due (otherwise than by declaration of acceleration)
		on such Rent Payment Date, together with any interest due thereon on account of
		the delayed payment thereof, and such payment by the Lessor or the Owner
		Participant shall be deemed (for purposes of this Indenture) to have cured any
		Indenture Event of Default which arose or would have arisen from such failure
		of the Lessee.
	 

	 
		                (b)           If
		the Lessee shall fail to make any payment of Supplemental Rent when the same
		shall become due or otherwise fail to perform any obligation under the Facility
		Lease or any other Operative Document, then the Lessor or the Owner Participant
		may (but need not) make such payment on the date such Supplemental Rent was
		payable, together with any interest due thereon on account of the delayed
		payment thereof, or perform such obligation, at any time prior to the
		expiration of ten (10) Business Days after the Lessor or the Owner
		Participant shall have received notice from the Indenture Trustee or have
		Actual Knowledge of the occurrence of such failure, and such payment or
		performance by the Lessor or the Owner Participant shall be deemed to have
		cured any Indenture Event of Default which arose or would have arisen from such
		failure of the Lessee.
	 

	 
		                (c)           Neither
		the Lessor nor the Owner Participant, upon exercising its rights under
		paragraph (a) or (b) of this Section 4.4 to cure the
		Lessee’s failure to pay Periodic Rent or 
	 

	 
		29
	 

	 

	 
	 

	 

	 
		Supplemental Rent or to
		perform any other obligation under the Facility Lease or any other Operative
		Document, shall obtain any Lien on any part of the Indenture Estate on account
		of such payment or performance or, except as expressly provided in the next
		sentence, pursue any claims against the Lessee or any other party, for the
		repayment thereof if such claims would impair the prior right and security
		interest of the Indenture Trustee in and to the Indenture Estate. Upon such
		payment or performance by the Lessor or the Owner Participant, the Lessor or
		the Owner Participant, as the case may be, shall (to the extent of such payment
		made by it and the costs and expenses incurred in connection with such payments
		and performance thereof together with interest thereon and so long as no event
		which would, with the passing of time or giving of notice or both, become an
		Indenture Event of Default under Section 4.2(b), (e) or (f) hereof, or any
		Indenture Event of Default hereunder shall have occurred and be continuing) be
		subrogated to the rights of the Indenture Trustee and the Noteholders to
		receive the payment of Periodic Rent or Supplemental Rent, as the case maybe,
		with respect to which the Lessor or the Owner Participant, as the case may be,
		made such payment and interest on account of such Periodic Rent payment or
		Supplemental Rent payment being overdue in the manner set forth in the next two
		sentences. If the Indenture Trustee shall thereafter receive such payment of
		Periodic Rent, Supplemental Rent or such interest, the Indenture Trustee shall,
		notwithstanding the requirements of Section 3.1 hereof, forthwith, remit
		such payment of Periodic Rent or Supplemental Rent, as the case may be (to the
		extent of the payment made by the Lessor or the Owner Participant pursuant to
		this Section 4.4), and such interest to the Lessor or the Owner
		Participant, as the case may be, in reimbursement for the funds so advanced by
		it, provided that if (A) any event which, with the passing of time
		or giving of notice or both, would become an Indenture Event of Default under
		Section 4.2(b), (e) or (f) hereof, or any Indenture Event of Default
		hereunder shall have occurred and be continuing or (B) any payment of
		principal, interest, or Make-Whole Amount, if any, on any Note then shall be
		overdue, such payment shall not be remitted to the Lessor or the Owner
		Participant but shall be held by the Indenture Trustee as security for the
		obligations secured hereby and distributed in accordance with Section 3.1
		hereof. The Lessor or the Owner Participant shall not attempt to recover any
		amount paid by it on behalf of the Lessee pursuant to this Section 4.4
		except by demanding of the Lessee payment of such amount or by commencing an
		action against the Lessee for the payment of such amount, and except where an
		Indenture Event of Default (other than a Lease Event of Default) has occurred
		and is continuing, the Lessor or the Owner Participant, as the case may be,
		shall be entitled to receive the amount of such payment and the costs and
		expenses incurred in connection with such payments and performance thereof
		together with interest thereon from the Lessee (but neither the Lessor nor the
		Owner Participant shall have any right to collect such amounts by exercise of
		any of the remedies under Section 17 of the Facility Lease) or, if paid by
		the Lessee to the Indenture Trustee, from the Indenture Trustee to the extent
		of funds actually received by the Indenture Trustee.
	 

	 
		                (d)           Until
		(x) the expiration of the period during which the Lessor or the Owner
		Participant shall be entitled to exercise rights under paragraph (a)
		or (b) of this Section 4.4 hereof with respect to any failure by the
		Lessee referred to therein or (y) the expiration of the Enforcement Notice
		Period (as defined in Section 5.1 hereof), neither the Indenture Trustee nor
		any Noteholder shall take or commence any action it would otherwise be entitled
		to take or commence as a result of such failure by the Lessee, whether under
		this Article IV or Section 17 of the Facility Lease or otherwise.
	 

	 
		30
	 

	 

	 
	 

	 

	 
		                (e)           The
		Indenture Trustee agrees, and each Noteholder agrees, by acceptance thereof,
		that if (i) (x) an Indenture Event of Default, which also constitutes
		a Lease Event of Default, shall have occurred and be continuing for a period of
		at least one hundred eighty (180) days, (y) the Notes have been
		accelerated pursuant to Section 4.3(a) hereof and such acceleration has
		not theretofore been rescinded, or (z) an Enforcement Notice has been
		given pursuant to Section 5.1 hereof, (ii) no Indenture Event of
		Default of the nature described in any of clauses (b) through (f) of
		Section 4.2 hereof shall have occurred and be continuing and
		(iii) the Lessor shall give written notice to the Indenture Trustee of the
		Lessor’s intention to purchase all of the Notes in accordance with this
		paragraph, then, upon receipt within ten (10) Business Days after such notice
		from the Lessor of an amount equal to the sum of (x) the aggregate unpaid
		principal amount of any unpaid Notes then held by the Noteholders, together
		with accrued but unpaid interest thereon to the date of such receipt (as well
		as any interest on overdue principal and, to the extent permitted by Applicable
		Law, overdue interest), plus (y) the aggregate amount, if any, of all sums
		which, if Section 3.3 hereof were then applicable, such Noteholder would
		be entitled to be paid before any payments were to be made to the Lessor but
		excluding any Make-Whole Amount, such Noteholder will forthwith (and upon its
		receipt of the payment referred to in clause (1) below, will be deemed to)
		sell, assign, transfer and convey to the Lessor (without recourse or warranty
		of any kind other than of title to the Notes so conveyed) all of the right,
		title and interest of such Noteholder in and to the Indenture Estate, this
		Indenture, all Notes held by such Noteholder and the Assigned Documents, and
		the Lessor shall thereupon assume all such Noteholder’s rights and
		obligations in such documents; provided that no such holder shall be
		required to so convey unless (1) the Lessor shall have simultaneously
		tendered payment on all other Notes issued by the Lessor at the time
		outstanding pursuant to this paragraph and (2) such conveyance is not in
		violation of any Applicable Law. All charges and expenses required to be paid
		in connection with the issuance of any new Note or Notes in connection with
		this paragraph shall be borne by the Lessor. Notwithstanding the foregoing, the
		Lessor may exercise the right set forth in this clause (e) prior to the
		end of the 180-day period set forth in clause (i)(x) above but, in such case,
		the Make-Whole Amount, if any, shall also be payable. Following the receipt of
		a notice of the Lessor’s intention to purchase all of the Notes in
		accordance with this paragraph, the Indenture Trustee shall refrain from
		exercising any further remedies provided pursuant to this Article IV and/or
		Section 17 of the Facility Lease through the date of scheduled purchase.

	 

	 
		                Section 4.5.
		          Rescission of
		Acceleration.
		 If at any time after the outstanding principal amount of the Notes shall
		have become due and payable by acceleration pursuant to Section 4.3
		hereof, (a) all amounts of principal, Make-Whole Amount, if any, and
		interest which are then due and payable in respect of all the Notes other than
		pursuant to Section 4.3 hereof shall have been paid in full, together with
		interest on all such overdue principal and (to the extent permitted by
		Applicable Law) overdue interest at the rate or rates specified in the Notes,
		and an amount sufficient to cover all costs and expenses of collection incurred
		by or on behalf of the holders of the Notes (including counsel fees and
		expenses and all expenses and reasonable compensation of the Indenture Trustee)
		and (b) every other Indenture Event of Default shall have been remedied,
		then a Majority in Interest of Noteholders may, by written notice or notices to
		the Lessor, the Indenture Trustee and the Lessee, rescind and annul such
		acceleration and any related declaration of default under the Facility Lease
		and their respective consequences, but no such rescission and annulment shall
		extend to or affect any subsequent Indenture Event of Default or impair any
		
	 

	 
		31
	 

	 

	 
	 

	 

	 
		right consequent thereon, and
		no such rescission and annulment shall require any Noteholder to repay any
		principal or interest actually paid as a result of such acceleration.
	 

	 
		                Section 4.6.
		          Return of
		Indenture Estate, Etc.
	 

	 
		                (a)           If
		at any time the Indenture Trustee has the right to take possession of the
		Indenture Estate pursuant to Section 4.3 hereof, at the request of the
		Indenture Trustee, the Lessor promptly shall (i) execute and deliver to
		the Indenture Trustee such instruments of title and other documents and
		(ii) make all such demands and give all such notices as are permitted by
		the terms of the Facility Lease to be made or given by the Lessor upon the
		occurrence and continuance of a Lease Event of Default, in each case as the
		Indenture Trustee may deem necessary or advisable to enable the Indenture
		Trustee or an agent or representative designated by the Indenture Trustee, at
		such time or times and place or places as the Indenture Trustee may specify, to
		obtain possession of all or any part of the Indenture Estate the possession of
		which the Indenture Trustee shall at the time be entitled to hereunder. If the
		Lessor shall for any reason fail to execute and deliver such instruments and
		documents after such request by the Indenture Trustee, the Indenture Trustee
		may (i) obtain a judgment conferring on the Indenture Trustee the right to
		immediate possession and requiring the Lessor to execute and deliver such
		instruments and documents to the Indenture Trustee, to the entry of which
		judgment the Lessor hereby specifically consents, and (ii) pursue all or
		any part of the Indenture Estate wherever it may be found and enter any of the
		premises wherever all or part of the Indenture Estate maybe or is supposed to
		be and search for all or part of the Indenture Estate and take possession of
		and remove all or part of the Indenture Estate.
	 

	 
		                (b)           Upon
		every such taking of possession, the Indenture Trustee may, from time to time,
		as a charge against proceeds of the Indenture Estate, make all such
		expenditures with respect to the Indenture Estate as it may deem proper. In
		each such case, the Indenture Trustee shall have the right to deal with the
		Indenture Estate and to carry on the business and exercise all rights and
		powers of the Lessor relating to the Indenture Estate, as the Indenture Trustee
		shall deem best, and, the Indenture Trustee shall be entitled to collect and
		receive all rents (including Periodic Rent and Supplemental Rent), revenues,
		issues, income, products and profits of the Indenture Estate and every part
		thereof (without prejudice to the right of the Indenture Trustee under any
		provision of this Indenture to collect and receive cash held by, or required to
		be deposited with, the Indenture Trustee hereunder) and to apply the same to
		the management of or otherwise dealing with the Indenture Estate and of
		conducting the business thereof, and of all expenditures with respect to the
		Indenture Estate and the making of all payments which the Indenture Trustee may
		be required or may elect to make, if any, for taxes, assessments, insurance or
		other proper charges upon the Indenture Estate or any part thereof (including
		the employment of engineers and accountants to examine, inspect and make
		reports upon the properties and books and records of the Lessor and the Lessee
		relating to the Indenture Estate and the Operative Documents), or under any
		provision of, this Indenture, as well as just and reasonable compensation for
		the services of the Indenture Trustee and of all Persons properly engaged and
		employed by the Indenture Trustee.
	 

	 
		                Section 4.7.
		          Power of Sale
		and Other Remedies.
		 In addition to all other remedies provided for herein if an Indenture
		Event of Default shall have occurred and be continuing, the Indenture Trustee
		shall, subject to Sections 4.3 and 4.4 hereof, have the right to foreclose
		this 
	 

	 
		32
	 

	 

	 
	 

	 

	 
		Indenture and to have a
		judicial sale of the Indenture Estate or any part of the Indenture Estate as
		the Indenture Trustee shall determine, in its sole discretion, with any such
		sale(s) to be under the judgment or decree of a court of competent
		jurisdiction. Further, if an Indenture Event of Default shall have occurred and
		be continuing, the Indenture Trustee may, in addition to and not in abrogation
		of other rights and remedies provided in this Section, proceed by a suit or
		suits in law or in equity or by any other appropriate proceeding or remedy
		(i) to enforce payment of the Notes or the performance of any term,
		covenant, condition or agreement of this Indenture or any other right, and
		(ii) to pursue any other remedy available to it, all as the Indenture
		Trustee shall determine most effectual for such purposes. Upon any foreclosure
		sale, the Indenture Trustee may bid for and purchase the Indenture Estate and
		shall be entitled to apply all or any part of the Secured Indebtedness as a
		credit to the purchase price. In the event of a foreclosure sale of the
		Indenture Estate, the proceeds of said sale shall be applied as provided in
		Section 3.3 hereof. In the event of any such foreclosure sale by the
		Indenture Trustee, the Lessor shall be deemed a tenant holding over and shall
		forthwith deliver possession to the purchaser or purchasers at such sale or be
		summarily dispossessed according to provisions of law applicable to tenants
		holding over. The Indenture Trustee, at the Indenture Trustee’s option, is
		authorized to foreclose this Indenture subject to the rights of any tenants of
		the Indenture Estate, and the failure to make any such tenants parties to any
		such foreclosure proceedings and to foreclose their rights will not be, nor be
		asserted to be by the Lessor, a defense to any proceedings instituted by the
		Indenture Trustee to collect the Secured Indebtedness.
	 

	 
		                Section
		4.8.           Appointment of
		Receiver.  If
		the outstanding principal amount of the Notes shall have been declared due and
		payable pursuant to Section 4.3 hereof, as a matter of right, the
		Indenture Trustee shall be entitled to the appointment of a receiver (who may
		be the Indenture Trustee or any successor or nominee thereof) for all or any
		part of the Indenture Estate, whether such receivership be incidental to a
		proposed sale of the Indenture Estate or the taking of possession thereof or
		otherwise, and the Lessor hereby consents to the appointment of such a receiver
		and will not oppose any such appointment. Any receiver appointed for all or any
		part of the Indenture Estate shall be entitled to exercise all the rights and
		powers with respect to the Indenture Estate to the extent instructed to do so
		by the Indenture Trustee.
	 

	 
		                Section 4.9.
		          Remedies
		Cumulative.
		 Each and every right, power and remedy herein specifically given to the
		Indenture Trustee or otherwise in this Indenture shall be cumulative and shall
		be in addition to every other right, power and remedy herein specifically given
		or now or hereafter existing at law, in equity or by statute, and each and
		every right, power and remedy whether specifically herein given or otherwise
		existing may be exercised from time to time and as often and in such order as
		may be deemed expedient by the Indenture Trustee, and the exercise or the
		beginning of the exercise of any right, power or remedy shall not be construed
		to be a waiver of the right to exercise at the same time or thereafter any
		other right, power or remedy. No delay or omission by the Indenture Trustee in
		the exercise of any right, remedy or power or in the pursuance of any remedy
		shall impair any such right, power or remedy or be construed to be a waiver of
		any default on the part of the Owner Participant, the Lessor or the Lessee or
		to be an acquiescence therein.
	 

	 
		                Section 4.10.
		       Waiver of Various Rights by the
		Lessor.  The
		Lessor hereby waives and agrees, to the extent permitted by Applicable Law,
		that it will never seek or derive any benefit or 
	 

	 
		33
	 

	 

	 
	 

	 

	 
		advantage from any of the
		following, whether now existing or hereafter in effect, in connection with any
		proceeding under or in respect of this Indenture:
	 

	 
		                (a)           any
		stay, extension, moratorium or other similar law;
	 

	 
		                (b)           any
		Applicable Law providing for the valuation of or appraisal of any portion of
		the Indenture Estate in connection with a sale thereof; or
	 

	 
		                (c)           any
		right to have any portion of the Indenture Estate or other security for the
		Notes marshaled.
	 

	 
		The Lessor covenants not to
		hinder, delay or impede the exercise of any right or remedy under or in respect
		of this Indenture, and agrees, to the extent permitted by Applicable Law, to
		suffer and permit its exercise as though no laws or rights of the character
		listed above were in effect; provided that this shall not affect or
		reduce Lessor’s rights under Sections 4.3 and 4.4 hereof. Lessor
		agrees for itself, its successors and assigns, that the acceptance, before the
		expiration of the right of redemption and after the commencement of foreclosure
		proceedings of this Indenture, of insurance proceeds, eminent domain awards,
		rents or anything else of value to be applied on or to the Secured Indebtedness
		by Indenture Trustee or any person or party holding under it shall not
		constitute a waiver of such foreclosure. This agreement by Lessor is intended
		to apply to the acceptance and such application of any such proceeds, awards,
		rents and other sums or anything else of value whether the same shall be
		accepted from, or for the account of, Lessor or from any other source
		whatsoever by Indenture Trustee or by any person or party holding under
		Indenture Trustee at any time or times in the future while any of the
		obligations secured hereby shall remain outstanding.
	 

	 
		                Section 4.11.
		       Discontinuance of
		Proceedings.  In
		case the Indenture Trustee or any Noteholder shall have proceeded to enforce
		any right, power or remedy under this Indenture by foreclosure, entry or
		otherwise, and such proceedings shall have been discontinued or abandoned for
		any reason or shall have been determined adversely to the Indenture Trustee or
		the Noteholder, then and in every such case the Lessor, the Indenture Trustee
		and the Lessee shall be restored to their former positions and rights hereunder
		with respect to the Indenture Estate, and all rights, remedies and powers of
		the Indenture Trustee or the Noteholder shall continue as if no such
		proceedings had taken place.
	 

	 
		                Section 4.12.
		       No Action Contrary to the
		Lessee’s Rights Under the Facility Lease.  Notwithstanding any other
		provision of any of the Operative Documents, so long as no Lease Event of
		Default under the Facility Lease shall have been declared (or deemed to have
		been declared), the Indenture Trustee and the Noteholders shall be subject to
		the Lessee’s rights under the Facility Lease, and neither the Indenture
		Trustee nor any Noteholders shall take or cause to be taken any action contrary
		to the right of the Lessee, including its rights to quiet use and possession of
		the Facility.
	 

	 
		                Section 4.13.
		       Right of the Indenture Trustee to
		Perform Covenants, Etc.  If the Owner Trustee shall fail to
		make any payment or perform any act required to be made or performed by it
		hereunder or under the Assigned Documents, or if the Owner Trustee shall fail
		to release any Lien affecting the Indenture Estate which it is required to
		release by the terms of this Indenture 
	 

	 
		34
	 

	 

	 
	 

	 

	 
		or the Participation Agreement
		or the Trust Agreement, the Indenture Trustee, without waiving or releasing any
		obligation or defaults, upon five (5) Business Days’ prior written notice
		to the Owner Trustee and the Owner Participant, may (but shall be under no
		obligation to, and, except as provided in the last sentence hereof, shall incur
		no liability in connection therewith) at any time thereafter make such payment
		or perform such act for the account and at the expense of the Indenture Estate
		and may take all such action with respect thereto (including entering upon the
		Facility Site or any part thereof, or the Facility for such purpose) as may be
		necessary or appropriate therefor. No such entry shall be deemed an eviction.
		All sums so paid by the Indenture Trustee and all costs and expenses (including
		legal fees and expenses) so incurred, together with interest thereon from the
		date of payment or incurrence, shall constitute additional indebtedness secured
		by this Indenture and shall be paid from the Indenture Estate to the Indenture
		Trustee on demand. The Indenture Trustee shall not be liable for any damages
		resulting from any such payment or action unless such damages shall be a
		consequence of willful misconduct or gross negligence on the part of the
		Indenture Trustee.
	 

	 
		                Section 4.14.
		       Further Assurances.  The Lessor covenants and agrees
		from time to time to do all such acts and execute all such instruments of
		further assurance as shall be reasonably requested by the Indenture Trustee for
		the purpose of fully carrying out and effectuating this Indenture and the
		intent hereof.
	 

	 
		                Section
		4.15.        Waiver of Past
		Defaults.  Any
		past Indenture Event of Default and its consequences may be waived by the
		Indenture Trustee or a Majority in Interest of Noteholders, except an Indenture
		Event of Default (i) in the payment of the principal of, Make-Whole
		Amount, if any, and or interest on any Note, subject to the provisions of
		Sections 5.1 and 8.1 hereof, or (ii) in respect of a covenant or
		provision hereof which, under Section 8.1 hereof, cannot be modified or
		amended without the consent of each Noteholder. Upon any such waiver and
		subject to the terms of such waiver, such Indenture Event of Default shall
		cease to exist, and any other Indenture Event of Default arising therefrom
		shall be deemed to have been cured, for every purpose of this Indenture; but no
		such waiver shall extend to any subsequent or other Indenture Event of Default
		or impair any right consequent thereon.
	 

	 
		ARTICLE
		V
DUTIES OF INDENTURE TRUSTEE;
CERTAIN RIGHTS AND DUTIES OF LESSOR

	 

	 
		                Section 5.1.
		          Notice of Action
		Upon Indenture Event of Default.  The Indenture Trustee shall give
		prompt written notice to the Lessee, the Lessor and the Owner Participant of
		any Indenture Event of Default with respect to which the Indenture Trustee has
		Actual Knowledge and will give the Lessee, the Lessor and the Owner Participant
		not less than ten (10) Business Days’ (the “Enforcement Notice
		Period”) prior written notice of the date on or after which the
		Indenture Trustee intends to accelerate the Notes hereunder and/or exercise
		remedies under Article IV hereof (an “Enforcement Notice”),
		which notice may be given contemporaneously with any notice contemplated by
		Section 4.3(a) or 4.3(b) hereof. The Indenture Trustee shall take such
		action, or refrain from taking such action, as the Majority in Interest of
		Noteholders shall instruct in writing.
	 

	 
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		                Section 5.2.
		          Actions Upon
		Instructions Generally.  Subject to the terms of
		Sections 5.4, 5.5 and 5.6 hereof, upon written instructions at any time
		and from time to time of a Majority in Interest of Noteholders, the Indenture
		Trustee shall take such action, or refrain from taking such action, including
		any of the following actions as may be specified in such instructions:
		(a) give such notice, direction or consent or exercise such right, remedy
		or power or take such action hereunder or under any Assigned Document, or in
		respect of any part of or all the Indenture Estate, as it shall be entitled to
		take and as shall be specified in such instructions; (b) take such action
		with respect to or to preserve or protect the Indenture Estate (including the
		discharge of Liens) as it shall be entitled to take and as shall be specified
		in such instructions; and (c) waive, consent to, approve (as satisfactory
		to it) or disapprove all matters required by the terms of any Operative
		Document to be satisfactory to the Indenture Trustee. The Indenture Trustee
		may, and upon written instructions from a Majority in Interest of Noteholders,
		the Indenture Trustee shall, execute and file or cause to be executed and filed
		any financing statement (and any continuation statement with respect to such
		financing statement) or any similar instrument or document relating to the
		security interest or the assignment created by this Indenture or granted by the
		Lessor herein as may be necessary to protect and preserve the security interest
		or assignment created by or granted pursuant to this Indenture, to the extent
		otherwise entitled to do so and as shall be specified in such
		instructions.
	 

	 
		                Section 5.3.
		          Action Upon
		Payment of Notes or Termination of Facility Lease.  Subject to the terms of
		Section 5.4 hereof, upon payment in full of the principal of and interest
		on all Notes then outstanding and all other amounts then due all Noteholders
		hereunder, and all other sums secured hereby or otherwise required to be paid
		hereunder, under the Participation Agreement and under the Facility Lease, the
		Indenture Trustee shall execute and deliver to, or as directed in writing by,
		the Lessor and the Lessee an appropriate instrument in due form for recording,
		releasing the Indenture Estate from the Lien of this Indenture. Nothing in this
		Section 5.3 shall be deemed to expand the instances in which the Lessor is
		entitled to prepay the Notes.
	 

	 
		                Section 5.4.
		          Compensation of
		the Indenture Trustee; Indemnification.
	 

	 
		                (a)           The
		Indenture Trustee acknowledges that it shall be compensated for its services
		hereunder by the Lessee pursuant to the Participation Agreement and agrees that
		it shall have no right against the Lessor, the Noteholders or, except as
		provided in Article III and Section 4.3 hereof or this Article V, the
		Indenture Estate, for any fee as compensation for its services
		hereunder.
	 

	 
		                (b)           The
		Indenture Trustee shall not be required to take any action or refrain from
		taking any action under Article IV, Section 5.2 or 9.1 hereof unless it and any
		of its directors, officers, employees or agents shall have been indemnified in
		manner and form satisfactory to the Indenture Trustee. The Indenture Trustee
		shall not be required to take any action under Section 4 or
		Section 5.2, 5.3 or 9.1 hereof, nor shall any other provision of this
		Indenture be deemed to impose a duty on the Indenture Trustee to take any
		action, if it shall have been advised by counsel (who shall not be an employee
		of the Indenture Trustee) that such action is contrary to the terms hereof or
		is otherwise contrary to Applicable Law or (unless it shall have been
		indemnified in manner and form satisfactory to the Indenture Trustee) may
		result in personal liability to the Indenture Trustee.
	 

	 
		36
	 

	 

	 
	 

	 

	 
		                Section 5.5.
		          No Duties Except
		as Specified; No Action Except Under Facility Lease, Indenture or
		Instructions.
	 

	 
		                (a)           The
		Indenture Trustee shall not have any duty or obligation to manage, control,
		use, sell, dispose of or otherwise deal with any part of the Indenture Estate
		or otherwise take or refrain from taking any action under or in connection with
		this Indenture or the other Assigned Documents except as expressly provided by
		the terms of this Indenture or as expressly provided in written instructions
		from a Majority in Interest of Noteholders in accordance with Section 5.2
		hereof; and no implied duties or obligations shall be read into this Indenture
		against the Indenture Trustee.
	 

	 
		                (b)           The
		Indenture Trustee shall not manage, control, use, sell, dispose of or otherwise
		deal with any part of the Indenture Estate except (x) as required by the
		terms of the Facility Lease, to the extent applicable to the Indenture Trustee
		as assignee of the Lessor, (y) in accordance with the powers granted to,
		or the authority conferred upon, the Indenture Trustee pursuant to this
		Indenture or (z) in accordance with the express terms hereof or with written
		instructions from a Majority in Interest of Noteholders in accordance with
		Section 5.2 hereof.
	 

	 
		                Section 5.6.
		          Certain Rights
		of the Lessor.
		 Notwithstanding any other provision of this Indenture or any provision of
		any Operative Document to the contrary, and in addition to any rights conferred
		on the Lessor hereby:
	 

	 
		                (a)           The
		Lessor shall at all times, to the exclusion of the Indenture Trustee,
		(i) retain all rights to demand and receive payment of, and to commence an
		action for payment of, Excepted Payments but the Lessor shall have no remedy or
		right with respect to any such payment against the Indenture Estate nor any
		right to collect any such payment by the exercise of any of the remedies under
		Section 17 of the Facility Lease except as expressly provided in this
		Section 5.6; (ii) retain all rights with respect to insurance that
		Section 11 of the Facility Lease specifically confers upon the Lessor and
		to waive any failure by the Lessee to maintain the insurance required by
		Section 11 of the Facility Lease before or after the fact so long as the
		insurance maintained by the Lessee still conforms to Prudent Industry Practice;
		(iii) retain all rights to adjust Periodic Rent and Termination Amounts as
		provided in Section 3.4 of the Facility Lease, Section 12 of the
		Participation Agreement or the Tax Indemnity Agreement; provided,
		however, that after giving effect to any such adjustment, (x) the Basic
		Rent payable on any Rent Payment Date shall be in an amount at least sufficient
		to pay in full the scheduled payments required to be made in respect of
		principal of, and all accrued and unpaid interest on, the Notes due and payable
		on such Rent Payment Date and (y) Termination Amounts or PVRR Amounts payable
		on any date shall, together with all Basic Rent due and owing on such date, be
		in an amount at least sufficient to pay in full the principal of, and all
		accrued and unpaid interest on, the Notes due and payable on such date;
		(iv) except in connection with the exercise of remedies pursuant to the
		Facility Lease, retain all rights to exercise the Lessor’s rights relating
		to the Appraisal Procedure and to confer and agree with the Lessee on Fair
		Market Rental Value or Fair Market Sales Value, or any Renewal Term; and
		(v) retain the right to declare the Facility Lease to be in default with
		respect to any Excepted Payment pursuant to Section 17 of the Facility
		Lease.
	 

	 
		                (b)           The
		Lessor shall have the right, together with or independently of the Indenture
		Trustee, (i) to receive from the Lessee and the Guarantor all notices,
		certificates, reports, filings, 
	 

	 
		37
	 

	 

	 
	 

	 

	 
		opinions of counsel and other
		documents and all information that the Lessee or the Guarantor is permitted or
		required to give or furnish to the Lessor or the Owner Participant, as the case
		may be, pursuant to the Facility Lease or any other Operative Document;
		(ii) to inspect the Facility and the records relating thereto pursuant to
		Section 12 of the Facility Lease; (iii) to provide such insurance as
		may be permitted by Section 11 of the Facility Lease; (iv) to provide
		notices to the Lessee or the Guarantor to the extent otherwise permitted by the
		Operative Documents; and (v) to perform for the Lessee as provided in
		Section 20 of the Facility Lease.
	 

	 
		                (c)           So
		long as the Notes have not been accelerated pursuant to Section 4.3(a)
		hereof (or, if accelerated, such acceleration has theretofore been rescinded)
		or the Indenture Trustee shall not have exercised any of its rights pursuant to
		Article IV hereof to take possession of, foreclose, sell or otherwise take
		control of all or any part of the Indenture Estate, the Lessor shall retain the
		right to the exclusion of the Indenture Trustee to exercise the rights of the
		Lessor under the provisions of Sections 10, 13, 14 and 15 of the Facility
		Lease (provided, however, that no provision in Section 10, 13 or 14 of
		the Facility Lease related to the due date and amount of the repayment of the
		Notes or to the due date and amount of the payment of Periodic Rent,
		Termination Amount, PVRR Amount or Special Event Amount may be waived or
		altered without the consent of the Indenture Trustee), under the provisions of
		the Support Agreement and under the provisions of the Operating
		Agreement;
	 

	 
		                (d)           Except
		as expressly provided in this Section 5.6, so long as the Notes have not
		been accelerated pursuant to Section 4.3(a) hereof (or, if accelerated,
		such acceleration has theretofore been rescinded) or the Indenture Trustee
		shall not have exercised any of its rights pursuant to Article IV hereof to
		take possession of, foreclose, sell or otherwise take control of all or any
		part of the Indenture Estate, the Lessor shall have the right, to be exercised
		jointly with the Indenture Trustee, (i) to exercise the rights with
		respect to the Lessee’s use and operation, modification or maintenance of
		the Undivided Interest, and (ii) to exercise the Lessor’s right under
		Section 13.1 of the Participation Agreement to withhold or grant its
		consent to an assignment by the Lessee of its rights under the Facility
		Lease;
	 

	 
		                (e)           So
		long as the Notes have not been accelerated pursuant to Section 4.3(a)
		hereof or the Indenture Trustee shall not have exercised any of its rights
		pursuant to Article IV hereof to take possession of, foreclose, sell or
		otherwise take control of all or any part of the Indenture Estate, the Lessor
		shall have the right, together with the Indenture Trustee and to the extent
		permitted by the Operative Documents and Applicable Law, to seek specific
		performance of the covenants of the Lessee and the Guarantor under the
		Operative Documents relating to the protection, insurance, maintenance,
		possession, use and return of the Undivided Interest; and
	 

	 
		                (f)            Nothing
		in this Indenture shall give to, or create in, or otherwise provide the benefit
		of to, the Indenture Trustee, any rights of the Owner Participant under or
		pursuant to the Tax Indemnity Agreement, the Operating Agreement or any other
		Operative Document and nothing in this Section 5.6 or elsewhere in this
		Indenture shall give to the Lessor the right to exercise any rights
		specifically given to the Indenture Trustee pursuant to any Operative Document;
		and nothing in this Indenture shall give to, or create in, the Indenture
		Trustee the right to, and the Indenture Trustee shall not, release the
		Guarantor of its obligations under the Guaranty in respect of payment of the
		Equity Portion of Termination Amount, unpaid amounts of the Equity Portion of
		Periodic Rent (and all amounts of overdue interest relating to such amount)
		
	 

	 
		38
	 

	 

	 
	 

	 

	 
		and other amounts constituting
		Excepted Payments, unless such release results in payment in full to the Lessor
		of all such unpaid amounts as certified to the Indenture Trustee by the Lessor,
		and all claims of the Noteholders; but nothing in clauses (a) through
		(f) above shall deprive the Indenture Trustee of the exclusive right, so
		long as this Indenture shall be in effect, to declare the Facility Lease to be
		in default under Section 16 thereof and thereafter to exercise the
		remedies pursuant to Section 17 of the Facility Lease (except as expressly
		set forth in the proviso of Section 5.6(a) hereof).
	 

	 
		                Section 5.7.
		          Restrictions on
		Dealing with Indenture Estate.  Except as provided in the
		Operative Documents, but subject to the terms of this Indenture, the Lessor
		shall not use, operate, store, lease, control, manage, sell, dispose of or
		otherwise deal with the Facility, the Facility Site, any part of the Facility
		Site or any other part of the Indenture Estate.
	 

	 
		                Section 5.8.
		          Filing of
		Financing Statements and Continuation Statements.  Pursuant to Section 5.11 of
		the Participation Agreement, the Lessee has covenanted to maintain the priority
		of the Lien of this Indenture on the Indenture Estate. The Indenture Trustee
		shall, at the written request and expense of the Lessee, as provided in the
		Participation Agreement, execute and deliver to the Lessee and the Lessee will
		file, if not already filed, such financing statements or other documents and
		such continuation statements or other documents with respect to financing
		statements or other documents previously filed relating to the Lien created by
		this Indenture in the Indenture Estate as may be supplied to the Indenture
		Trustee by the Lessee. At any time and from time to time, upon the request of
		the Lessee or the Indenture Trustee, at the expense of the Lessee (and upon
		receipt of the form of document so to be executed), the Lessor shall promptly
		and duly execute and deliver any and all such further instruments and documents
		as the Lessee or the Indenture Trustee may request in obtaining the full
		benefits of the security interest and assignment created or intended to be
		created hereby and of the rights and powers herein granted. Upon the reasonable
		instructions (which instructions shall be accompanied by the form of document
		to be filed) at any time and from time to time of the Lessee or the Indenture
		Trustee, the Lessor shall execute and file any financing statement (and any
		continuation statement with respect to any such financing statement), and any
		other document relating to the security interest and assignment created by this
		Indenture as may be specified in such instructions. In addition, the Indenture
		Trustee and the Lessor will execute such continuation statements with respect
		to financing statements and other documents relating to the Lien created by
		this Indenture in the Indenture Estate as may be specified from time to time in
		written instructions of any Noteholder (which instructions may, by their terms,
		be operative only at a future date and which shall be accompanied by the form
		of such continuation statement or other document to be filed). Neither the
		Indenture Trustee nor, except as otherwise herein expressly provided, the
		Lessor shall have responsibility for the protection, perfection or preservation
		of the Lien created by this Indenture.
	 

	 
		ARTICLE
		VI
INDENTURE TRUSTEE AND LESSOR
	 

	 
		                Section 6.1.
		          Acceptance of
		Trusts and Duties.
		 The Indenture Trustee accepts the trusts hereby created and applicable to
		it and agrees to perform the same but only upon the terms of this Indenture,
		and agrees to receive and disburse all moneys constituting part of the
		Indenture Estate in accordance with the provisions hereof. If any Indenture
		Event of Default shall have occurred and be continuing, the Indenture Trustee
		shall, subject to the provisions of Articles IV 
	 

	 
		39
	 

	 

	 
	 

	 

	 
		and V hereof, exercise such of
		the rights and remedies vested in it by this Indenture and shall at all times
		use the same degree of care in their exercise as a prudent person would
		exercise or use in the circumstances in the conduct of its own affairs. The
		Indenture Trustee shall not be liable under any circumstances, except
		(a) for its own negligence or willful misconduct, (b) in the case of
		any inaccuracy of any representation or warranty of the Indenture Trustee or
		the Indenture Company contained in Section 3.4 of the Participation
		Agreement, in the certificate delivered by the Indenture Trustee at the Closing
		pursuant to Section 4.18 of the Participation Agreement, or (c) for
		the performance of its obligations under Section 8 of the Participation
		Agreement; and the Indenture Company and the Indenture Trustee shall not be
		liable for any action or inaction of the Owner Trust; provided,
		however, that:
	 

	 	 	                (i)            Prior
			 to the occurrence of an Indenture Event of Default of which a Responsible
			 Officer of the Indenture Trustee shall have Actual Knowledge, and after the
			 curing of all such Indenture Events of Default which may have occurred, the
			 duties and obligations of the Indenture Trustee shall be determined solely by
			 the express provisions of the Operative Documents to which it is a party, the
			 Indenture Trustee shall not be liable except for the performance of such duties
			 and obligations as are specifically set forth in the Operative Documents, no
			 implied covenants or obligations shall be read into the Operative Documents
			 against the Indenture Trustee and, in the absence of bad faith on the part of
			 the Indenture Trustee, the Indenture Trustee may conclusively rely, as to the
			 truth of the statements and the correctness of the opinions expressed therein,
			 upon any notes or opinions furnished to the Indenture Trustee and conforming to
			 the requirements of this Indenture;
		 
	 	                (ii)           The
			 Indenture Trustee shall not be liable in its individual capacity for an error
			 of judgment made in good faith by a Responsible Officer or other officers of
			 the Indenture Trustee, unless it shall be proven that the Indenture Trustee was
			 negligent in ascertaining the pertinent facts;
		 
	 	                (iii)          The
			 Indenture Trustee shall not be liable in its individual capacity with respect
			 to any action taken, suffered or omitted to be taken by it in good faith in
			 accordance with this Indenture or at the direction of the Majority in Interest
			 of Noteholders, relating to the time, method and place of conducting any
			 proceeding or remedy available to the Indenture Trustee, or exercising or
			 omitting to exercise any trust or power conferred upon the Indenture Trustee,
			 under this Indenture;
		 
	 	                (iv)          The
			 Indenture Trustee shall not be required to take notice or be deemed to have
			 notice or knowledge of any default, Lease Event of Default or Indenture Event
			 of Default (except for an Indenture Event of Default resulting from an event of
			 nonpayment) unless a Responsible Officer of the Indenture Trustee shall have
			 received written notice thereof. In the absence of receipt of such notice, the
			 Indenture Trustee may conclusively assume that there is no default or Indenture
			 Event of Default;
		 
	 	                (v)           The
			 Indenture Trustee shall not be required to expend or risk its own funds or
			 otherwise incur financial liability for the performance of any of its duties
			 hereunder or the exercise of any of its rights or powers if there is reasonable
			 ground for believing that the repayment of such funds or adequate indemnity
			 against such risk or liability is not 


	 
		40
	 

	 

	 
	 

	 

	 	 	reasonably
			 assured to it, and none of the provisions contained in this Indenture shall in
			 any event require the Indenture Trustee to perform, or be responsible for the
			 manner of performance of, any of the obligations of the Lessor, under this
			 Indenture; and
		 
	 	                (vi)          The
			 right of the Indenture Trustee to perform any discretionary act enumerated in
			 this Indenture shall not be construed as a duty, and the Indenture Trustee
			 shall not be answerable for other than its negligence or willful misconduct in
			 the performance of such act.


	 
		                Section 6.2.
		          Absence of Certain
		Duties.  Except
		in accordance with written instructions furnished pursuant to Section 5.2
		hereof and except as provided in Sections 5.5 and 5.8 hereof, the
		Indenture Trustee shall have no duty (a) to see to any registration,
		recording or filing of any Operative Document (or any financing or continuation
		statements in respect thereto) or to see to the maintenance of any such
		registration, recording or filing, (b) to see to any insurance on the
		Facilities or the Facilities or to effect or maintain any such insurance,
		(c) except as otherwise provided in Section 5.5 hereof or in
		Section 8.1 of the Participation Agreement, to see to the payment or
		discharge of any Tax or any Lien of any kind owing with respect to, or assessed
		or levied against, any part of the Indenture Estate, (d) to confirm or
		verify the contents of any report, notice, request, demand, certificate,
		financial statement or other instrument of the Lessee, (e) to inspect the
		Facility at any time or ascertain or inquire as to the performance or
		observance of any of the Lessee’s covenants with respect to the Facility
		or (f) to exercise any of the trusts or powers vested in it by this
		Indenture or to institute, conduct or defend any litigation hereunder or in
		relation hereto at the request, order or direction of any of the Noteholders,
		pursuant to the provisions of this Indenture, unless such Noteholders shall
		have offered to the Indenture Trustee reasonable security or indemnity against
		the costs, expenses and liabilities which may be incurred therein or thereby
		(which in the case of the Majority in Interest of Noteholders will be deemed to
		be satisfied by a letter agreement with respect to such costs from such
		Majority in Interest of Noteholders). Notwithstanding the foregoing, the
		Indenture Trustee shall furnish to each Noteholder and to the Lessor and the
		Owner Participant promptly upon receipt thereof duplicates or copies of all
		reports, notices, requests, demands, certificates, financial statements and
		other instruments furnished to the Indenture Trustee hereunder or under any of
		the Operative Documents unless the Indenture Trustee shall reasonably believe
		that each such Noteholder, the Lessor and the Owner Participant shall have
		received copies thereof.
	 

	 
		                Section 6.3.
		          Representations
		and Warranties.
	 

	 
		                (a)           The
		Lessor represents and warrants that it has not assigned or pledged any of its
		estate, right, title or interest subject to this Indenture, to anyone other
		than the Indenture Trustee.
	 

	 
		                (b)           NEITHER
		THE LESSOR NOR THE INDENTURE TRUSTEE MAKES, NOR SHALL BE DEEMED TO HAVE MADE
		(i) ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE,
		VALUE, COMPLIANCE WITH PLANS OR SPECIFICATIONS, QUALITY, DURABILITY,
		SUITABILITY, CONDITION, DESIGN, OPERATION, MERCHANTABILITY OR FITNESS FOR USE
		OR FOR ANY PARTICULAR PURPOSE OF THE FACILITY, OR ANY PART THEREOF, OR ANY
		OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT
		TO THE FACILITIES OR ANY OTHER PART OF THE INDENTURE ESTATE, 
	 

	 
		41
	 

	 

	 
	 

	 

	 
		except that the Lessor
		represents and warrants that on the Closing Date it shall have received
		whatever title or interest to the Undivided Interests and the Facility Site as
		were conveyed to it by the Lessee and that on the Closing Date the Undivided
		Interests shall be free of Lessor’s Liens and the Owner Participant’s
		Liens; or (ii) any representation or warranty as to the validity, legality
		or enforceability of this Indenture, the Notes or any of the other Operative
		Documents, or as to the correctness of any statement contained in any thereof,
		except that each of the Lessor and the Indenture Trustee represents and
		warrants that this Indenture and the Participation Agreement have been, and, in
		the case of the Lessor, the other Operative Documents to which it is or is to
		become a party have been or will be, executed and delivered by one of its
		officers who is and will be duly authorized to execute and deliver such
		document on its behalf.
	 

	 
		                Section 6.4.
		          No Segregation
		of Moneys; No Interest.  All moneys and securities
		deposited with and held by the Indenture Trustee under this Indenture for the
		purpose of paying, or securing the payment of, the principal of or Make-Whole
		Amount or interest on the Notes shall be held in trust. Except as specifically
		provided herein or in the Facility Lease, any moneys received by the Indenture
		Trustee hereunder need not be segregated in any manner except to the extent
		required by Applicable Law and may be deposited under such general conditions
		as may be prescribed by Applicable Law, and neither the Lessor nor the
		Indenture Trustee shall be liable for any interest thereon; provided,
		however, subject to Section 6.5 hereof, that any payments received
		or applied hereunder by the Indenture Trustee shall be accounted for by the
		Indenture Trustee so that any portion thereof paid or applied pursuant hereto
		shall be identifiable as to the source thereof to the extent known to the
		Indenture Trustee.
	 

	 
		                Section 6.5.
		          Reliance;
		Agents; Advice of Experts.  The Indenture Trustee shall be
		authorized and protected and incur no liability to anyone in acting upon any
		signature, instrument, notice, resolution, request, consent, order,
		certificate, report, opinion, bond or other document or paper believed to be
		genuine and believed to be signed by the proper party or parties. The Indenture
		Trustee may accept in good faith a certified copy of a resolution of the board
		of directors of the Lessee as conclusive evidence that such resolution has been
		duly adopted by such board and that the same is in full force and effect. As to
		the amount of any payment to which any Noteholder is entitled pursuant to
		clause “Third” of Section 3.2 hereof or clause
		“Fourth” of Section 3.3 hereof, and as to the amount of any
		payment to which any other Person is entitled pursuant to Section 3.5 or
		3.7 hereof, the Indenture Trustee for all purposes hereof may rely on and shall
		be authorized and protected in acting or refraining from acting upon an
		Officer’s Certificate of such Noteholder or other Person, as the case may
		be. As to any fact or matter the manner of ascertainment of which is not
		specifically described herein, the Indenture Trustee for all purposes hereof
		may rely on an Officer’s Certificate of the Lessor or the Lessee or a
		Noteholder as to such fact or matter, and such certificate shall constitute
		full protection to the Indenture Trustee for any action taken or omitted to be
		taken by it in good faith in reliance thereon. The Indenture Trustee shall have
		the right to request instructions from the Lessor or the Majority in Interest
		of Noteholders with respect to taking or refraining from taking any action in
		connection with the Indenture or any other Operative Document to which it is a
		party, and shall be entitled to act or refrain from taking such action unless
		and until the Indenture Trustee shall have received written instructions from
		the Lessor or the Majority in Interest of Noteholders, and the Indenture
		Trustee shall not incur liability by reason of so acting (except as provided in
		Section 6.1 hereof) or refraining from acting. In the administration of
		the trusts hereunder, the Indenture Trustee may execute any of the trusts or
		powers hereof and perform its powers and 
	 

	 
		42
	 

	 

	 
	 

	 

	 
		duties hereunder directly or
		through agents or attorneys and may, at the expense of the Indenture Estate
		(but subject to the priorities of payment set forth in Article III
		hereof), consult with independent skilled Persons to be selected and retained
		by it (other than Persons regularly in its employ) as to matters within their
		particular competence, and the Indenture Trustee shall not be liable for
		anything done, suffered or omitted in good faith by it in accordance with the
		advice or opinion, within such Person’s area of competence, of any such
		Person, so long as the Indenture Trustee shall have exercised reasonable care
		in selecting such Person.
	 

	 
		ARTICLE
		VII
SUCCESSOR INDENTURE TRUSTEES
AND SEPARATE TRUSTEES
	 

	 
		                Section 7.1.
		          Resignation or
		Removal of the Indenture Trustee; Appointment of Successor.
	 

	 
		                (a)           Resignation
		or Removal . Either of the Indenture Trustee or the Account Bank
		or any successor thereto may resign at any time with or without cause by giving
		at least thirty (30) days’ prior written notice to the Lessor, the
		Owner Participant, the Lessee and each Noteholder, such resignation to be
		effective on the acceptance of appointment by the successor Indenture Trustee
		or Account Bank pursuant to the provisions of subsection (b) below. In
		addition, a Majority in Interest of Noteholders may at any time remove the
		Indenture Trustee or the Account Bank with cause by an instrument in writing
		delivered to the Lessee, the Lessor, the Owner Participant, the Indenture
		Trustee and the Account Bank. Such removal will be effective on the acceptance
		of appointment by the successor Indenture Trustee or Account Bank pursuant to
		the provisions of subsection (b) below. In the case of the resignation or
		removal of the Indenture Trustee or Account Bank, a Majority in Interest of
		Noteholders may appoint a successor Indenture Trustee or Account Bank
		reasonably acceptable to the Owner Participant by an instrument signed by such
		holders. If a successor Indenture Trustee or Account Bank shall not have been
		appointed within thirty (30) days after such resignation or removal, the
		Indenture Trustee, Account Bank or any Noteholder may apply to any court of
		competent jurisdiction to appoint a successor Indenture Trustee or Account Bank
		to act until such time, if any, as a successor shall have been appointed by a
		Majority in Interest of Noteholders as above provided. The successor Indenture
		Trustee or Account Bank so appointed by such court shall immediately and
		without further act be superseded by any successor Indenture Trustee or Account
		Bank appointed by a Majority in Interest of Noteholders as above
		provided.
	 

	 
		                (b)           Acceptance
		of Appointment . Any successor Indenture Trustee or Account Bank
		shall execute and deliver to the predecessor Indenture Trustee or Account Bank,
		the Owner Participant, the Lessor and all Noteholders an instrument accepting
		such appointment and thereupon such successor Indenture Trustee or Account
		Bank, without further act, shall become vested with all the estates,
		properties, rights, powers and duties of the predecessor Indenture Trustee or
		Account Bank hereunder in the trusts hereunder applicable to it with like
		effect as if originally named the Indenture Trustee or Account Bank herein; but
		nevertheless, upon the written request of such successor Indenture Trustee or
		Account Bank or a Majority in Interest of Noteholders, such predecessor
		Indenture Trustee or Account Bank shall execute and deliver an instrument
		transferring to such successor Indenture Trustee or Account Bank, upon the
		trusts herein expressed applicable to it, all the estates, properties, rights
		and powers of such 
	 

	 
		43
	 

	 

	 
	 

	 

	 
		predecessor Indenture Trustee
		or Account Bank, and such predecessor Indenture Trustee or Account Bank shall
		duly assign, transfer deliver and pay over to such successor Indenture Trustee
		all moneys or other property then held by such predecessor Indenture Trustee or
		Account Bank hereunder. To the extent required by Applicable Law or upon
		request of the successor Indenture Trustee or Account Bank, the Lessor shall
		execute any and all documents confirming the vesting of such estates,
		properties, rights and powers in the successor Indenture Trustee or Account
		Bank.
	 

	 
		                (c)           Qualifications
		.  Any successor Indenture Trustee or Account Bank, however
		appointed, shall be a trust company or bank with trust powers (i) which
		(A) has a combined capital and surplus of at least $150,000,000, or
		(B) is a direct or indirect subsidiary of a corporation which has a
		combined capital and surplus of at least $150,000,000 provided such corporation
		guarantees the performance of the obligations of such trust company or bank as
		Indenture Trustee or Account Bank, or (C) is a member of a bank holding
		company group having a combined capital and surplus of at least $150,000,000
		provided the parent of such bank holding company group or a member which itself
		has a combined capital and surplus of at least $150,000,000 guarantees the
		performance of the obligations of such trust company or bank, and (ii) is
		willing, able and legally qualified to perform the duties of Indenture Trustee
		or Account Bank hereunder upon reasonable or customary terms. No successor
		Indenture Trustee or Account Bank, however appointed, shall become such if such
		appointment would result in the violation of any Applicable Law or create a
		conflict or relationship involving a conflict of interest under the Trust
		Indenture Act of 1939, as amended.
	 

	 
		                (d)           Appointment
		of Account Bank . The Indenture Trustee and each Noteholder
		hereby irrevocably designate and appoint The Bank of New York Trust Company,
		N.A., as the Account Bank under this Indenture (the “Account
		Bank”). The Account Bank hereby agrees to act as “securities
		intermediary” (within the meaning of Section 8-102(a)(14) of the
		UCC) with respect to the Indenture Trustee’s Account. The Lessor hereby
		acknowledges that the Account Bank shall act as securities intermediary with
		respect to the Indenture Trustee’s Account pursuant to this Indenture. The
		Account Bank shall not have duties or responsibilities except those expressly
		set forth in Sections 3.11 and 3.12 hereof. The Indenture Trustee, at the
		written direction of a Majority in Interest of Noteholders, may remove and
		replace the Account Bank pursuant to the terms of Section 7.1(a) hereof
		and direct such Account Bank according to the terms of this Indenture.
	 

	 
		                (e)           Merger,
		etc . Any Person into which the Indenture Trustee may be merged
		or converted or with which it may be consolidated, or any Person resulting from
		any merger, conversion or consolidation to which the Indenture Trustee shall be
		a party, or any Person to which substantially all the corporate trust business
		of the Indenture Trustee may be transferred, shall, subject to the terms of
		subsection (c) of this Section 7.1, be the Indenture Trustee under
		this Indenture without further act. Any Person into which the Account Bank may
		be merged or converted or with which it may be consolidated, or any Person
		resulting from any merger, conversion or consolidation to which the Account
		Bank shall be a party, or any Person to which substantially all the corporate
		trust, banking or similar business of the Account Bank may be transferred,
		shall, subject to the terms of subsection (c) of this Section 7.1, be
		the Account Bank under this Indenture without further act.
	 

	 
		44
	 

	 

	 
	 

	 

	 
		                Section 7.2.
		          Appointment of
		Additional and Separate Trustees.
	 

	 
		                (a)           Appointment
		. Whenever (i) the
		Indenture Trustee shall deem it necessary or prudent in order to conform to any
		law of any applicable jurisdiction or to make any claim or bring any suit with
		respect to or in connection with the Indenture Estate, this Indenture, the
		Facility Lease, the Notes or any of the transactions contemplated by the
		Operative Documents, (ii) the Indenture Trustee shall be advised by
		counsel, satisfactory to it, that it is so necessary or prudent in the interest
		of the Noteholders or (iii) a Majority in Interest of Noteholders deems it
		so necessary or prudent and shall have requested in writing the Indenture
		Trustee to do so, then in any such case the Indenture Trustee shall execute and
		deliver from time to time all instruments and agreements necessary or proper to
		constitute another bank or trust company or one or more Persons approved by the
		Indenture Trustee either to act as additional trustee or trustees of all or any
		part of the Indenture Estate, jointly with the Indenture Trustee, or to act as
		separate trustee or trustees of all or any part of the Indenture Estate, in any
		such case with such powers as may be provided in such instruments or
		agreements, and to vest in such bank, trust company or Person as such
		additional trustee or separate trustee, as the case may be, any property,
		title, right or power of the Indenture Trustee deemed necessary or advisable by
		the Indenture Trustee, subject to the remaining provisions of this
		Section 7.2, The Lessor hereby consents to all actions taken by the
		Indenture Trustee under the provisions of this Section 7.2 and agrees,
		upon the Indenture Trustee’s request, to join in and execute, acknowledge
		and deliver any or all such instruments or agreements; and the Lessor hereby
		makes, constitutes and appoints the Indenture Trustee its agent and
		attorney-in-fact for it and in its name, place and stead to execute,
		acknowledge and deliver any such instrument or agreement in the event that the
		Lessor shall not itself execute and deliver the same within fifteen (15)
		days after receipt by it of such request so to do; provided,
		however, that the Indenture Trustee shall exercise due care in selecting
		any additional or separate trustee if such additional or separate trustee shall
		not be a Person possessing trust powers under Applicable Law. If at any time
		the Indenture Trustee shall deem it no longer necessary or prudent in order to
		conform to any such law or take any such action or shall be advised by such
		counsel that it is no longer so necessary or prudent in the interest of the
		Noteholders or in the event that the Indenture Trustee shall have been
		requested to do so in writing by a Majority in Interest of Noteholders, the
		Indenture Trustee shall execute and deliver all instruments and agreements
		necessary or proper to remove any additional trustee or separate trustee. In
		such connection, the Indenture Trustee may act on behalf of the Lessor to the
		same extent as is provided above. Notwithstanding anything contained to the
		contrary in this Section 7.2(a), to the extent the laws of any
		jurisdiction preclude the Indenture Trustee from taking any action hereunder
		either alone, jointly or through a separate trustee under the direction and
		control of the Indenture Trustee, the Lessor, at the instruction of the
		Indenture Trustee, shall appoint a separate trustee for such jurisdiction,
		which separate trustee shall have full power and authority to take all action
		hereunder as to matters relating to such jurisdiction without the consent of
		the Indenture Trustee, but not subject to the same limitations in any exercise
		of his power and authority as those to which the Indenture Trustee is
		subject.
	 

	 
		                (b)           The
		Indenture Trustee as Agent . Any additional trustee or separate
		trustee at any time by an instrument in writing may constitute the Indenture
		Trustee its agent or attorney-in-fact, with full power and authority, to the
		extent not prohibited by Applicable Law, to do all acts and things and exercise
		all discretions which it is authorized or permitted to do or exercise, for and
		in its behalf and in its name. In case any such additional trustee or separate
		trustee shall 
	 

	 
		45
	 

	 

	 
	 

	 

	 
		become incapable of acting or
		cease to be such additional trustee or separate trustee, the property, rights,
		powers, trusts, duties and obligations of such additional trustee or separate
		trustee, as the case may be, so far as permitted by Applicable Law, shall vest
		in and be exercised by the Indenture Trustee, without the appointment of a new
		successor to such additional trustee or separate trustee, unless and until a
		successor is appointed in the manner hereinbefore provided.
	 

	 
		                (c)           Requests,
		etc . Any request, approval or consent in writing by the
		Indenture Trustee to any additional trustee or separate trustee shall be
		sufficient to warrant such additional trustee or separate trustee, as the case
		may be, to take the requested, approved or consented to action.
	 

	 
		                (d)           Subject
		to Indenture, etc . Each additional trustee and separate trustee
		appointed pursuant to this Section 7.2 shall be subject to, and shall have
		the benefit of Sections 3 through 9 hereof insofar as they apply to the
		Indenture Trustee. Notwithstanding any other provision of this
		Section 7.2, (i) the powers, duties, obligations and rights of any
		additional trustee or separate trustee appointed pursuant to this
		Section 7.2 shall not in any case exceed those of the Indenture Trustee
		hereunder, (ii) all powers, duties, obligations and rights conferred upon
		the Indenture Trustee in respect of the receipt, custody, investment and
		payment of moneys or the investment of moneys shall be exercised solely by the
		Indenture Trustee and (iii) no power hereby given to, or exercisable as
		provided herein by, any such additional trustee or separate trustee shall be
		exercised hereunder by such additional trustee or separate trustee except
		jointly with, or with the consent of, the Indenture Trustee.
	 

	 
		ARTICLE
		VIII
SUPPLEMENTS AND AMENDMENTS TO THIS INDENTURE
AND OTHER
		DOCUMENTS
	 

	 
		                Section 8.1.
		          Supplemental
		Indenture and Other Amendment With Consent; Conditions and
		Limitations.  At
		any time and from time to time, subject to Sections 8.2 and 8.3 hereof,
		but only upon the written direction of a Majority in Interest of Noteholders
		and the written consent of the Lessor, (a) the Indenture Trustee shall
		execute an amendment or supplement hereto for the purpose of adding provisions
		to, or changing or eliminating provisions of, this Indenture as specified in
		such request, and (b) the Indenture Trustee, as the case may be, shall
		enter into or consent to such written amendment of or supplement to any
		Assigned Document as each other party thereto may agree to and as may be
		specified in such request, or execute and deliver such written waiver or
		modification of or consent to the terms of any such agreement or document as
		may be specified in such request; provided, however, that without the
		consent of the Noteholders representing one hundred percent (100%) of the
		outstanding principal amount of the Notes, such percentage to be determined in
		the same manner as provided in the definition of the term “Majority in
		Interest of Noteholders,” no such supplement to or amendment of this
		Indenture or any Assigned Document, or waiver or modification of or consent to
		the terms hereof or thereof, shall (i) modify the definition of the term
		“Majority in Interest of Noteholders” or reduce the percentage of
		Noteholders required to take or approve any action hereunder, (ii) change
		the amount or the time of payment of any amount owing or payable under any Note
		or change the rate or manner of calculation of interest payable on any Note,
		(iii) alter or modify the provisions of Article III hereof with respect to
		the manner of payment or the order of priorities in which 
	 

	 
		46
	 

	 

	 
	 

	 

	 
		distributions thereunder shall
		be made as between the Noteholders and the Lessor, (iv) reduce the amount
		(except to any amount as shall be sufficient to pay the aggregate principal of,
		Make-Whole Amount, if any, and interest (including additional interest, if any,
		accruing under the circumstances and at the rate per annum set forth in the
		fourth and sixth paragraphs of each Initial Note) on all outstanding Notes) or
		extend the time of payment of Periodic Rent, PVRR Amount, Termination Amount or
		Special Event Amount except as expressly provided in Section 3.4 of the
		Facility Lease, or change any of the circumstances under which Periodic Rent,
		PVRR Amount, Termination Amount or Special Event Amount is payable,
		(v) consent to any assignment of the Facility Lease if in connection
		therewith the Lessee will be released from its obligation to pay Periodic Rent,
		PVRR Amount, Termination Amount or Special Event Amount or release the Lessee
		of its obligation to pay Periodic Rent, PVRR Amount, Termination Amount or
		Special Event Amount or change the absolute and unconditional character of such
		obligations as set forth in Section 9 of the Facility Lease;
		(vi) consent to any release of the Guarantor under the Guaranty or
		(vii) deprive the Indenture Trustee of the Lien on the Indenture Estate or
		permit the creation of any Lien on the Indenture Estate ranking equally or
		prior to the Lien of the Indenture Trustee, except for Permitted Liens.
	 

	 
		                Section 8.2.
		          Supplemental
		Indentures and Other Amendments Without Consent.  Without the consent of any
		Noteholders but subject to the provisions of Section 8.3, and only after
		notice thereof shall have been sent to the Noteholders and with the consent of
		the Lessor, the Indenture Trustee shall enter into any indenture or indentures
		supplemental hereto or execute any amendment, modification, supplement, waiver
		or consent with respect to any other Operative Document (a) to evidence
		the succession of another Person as Lessor or the appointment of a co-Lessor in
		accordance with the terms of the Trust Agreement, or to evidence the succession
		of a successor as the Indenture Trustee hereunder, the removal of the Indenture
		Trustee, the appointment of any separate or additional trustee or trustees, the
		succession of a successor Account Bank hereunder or the removal of the Account
		Bank, in each case if done pursuant to the provisions of Article VII hereof and
		to define the rights, powers, duties and obligations conferred upon any such
		separate trustee or trustees or co-trustee or co-trustees, (b) to correct,
		confirm or amplify the description of any property at any time subject to the
		Lien of this Indenture or to convey, transfer, assign, mortgage or pledge any
		property to or with the Indenture Trustee, (c) to provide for any evidence
		of the creation and issuance of any Additional Notes pursuant to, and subject
		to the conditions of, Section 2.12 hereof and to establish the form and
		the terms of such Additional Notes, (d) to cure any ambiguity in, to
		correct or supplement any defective or inconsistent provision of, or to add to
		or modify any other provisions and agreements in, this Indenture or any other
		Operative Document in any manner that will not in the judgment of the Indenture
		Trustee materially adversely affect the interests of the Noteholders,
		(e) to grant or confer upon the Indenture Trustee for the benefit of the
		Noteholders any additional rights, remedies, powers, authority or security
		which may be lawfully granted or conferred and which are not contrary or
		inconsistent with this Indenture, (f) to add to the covenants or
		agreements to be observed by the Lessee or the Lessor and which are not
		contrary to this Indenture, to add Indenture Events of Defaults for the benefit
		of Noteholders or surrender any right or power of the Lessor, provided
		it has consented thereto, (g) to comply with requirements of the SEC, any
		applicable law, rules or regulations of any exchange or quotation system on
		which the Certificates are listed, or any regulatory body, (h) to modify,
		eliminate or add to the provisions of any Operative Documents to such extent as
		shall be necessary to qualify or continue the qualification of this Indenture
		or the Pass Through Trust Agreement (including any 
	 

	 
		47
	 

	 

	 
	 

	 

	 
		supplements thereto) under the
		Trust Indenture Act of 1939, as amended, or similar federal statute enacted
		after the Closing Date, and to add to this Indenture such other provisions as
		may be expressly required or permitted by the Trust Indenture Act of 1939, as
		amended (if such qualification is required), and (i) to effect any
		indenture or indentures supplemental hereto or any amendment, modification,
		supplement, waiver or consent with respect to any other Operative Document,
		provided such supplemental indenture, amendment, modification, supplement,
		waiver or consent shall not reasonably be expected to materially and adversely
		affect the interest of the Noteholders; provided, however, that no such
		amendment, modification, supplement, waiver or consent contemplated by this
		Section 8.2 shall, without the consent of the holder of each then
		outstanding Note, cause any of the events specified in
		clauses (i) through (vii) of the first sentence of
		Section 8.1 hereof to occur; and provided, further, that no such
		amendment, modification, supplement, waiver or consent contemplated by this
		Section 8.2 shall, without the consent of the holder of a Majority in
		Interest of Noteholders, modify the provisions of Sections 5.1, 5.8, 5.9,
		5.10, 6, 7.2, 7.3, 13.1 or 13.2 of the Participation Agreement or
		Section 19 of the Facility Lease, or modify in any material respect the
		provisions of the Guaranty or the Site Lease (other than, in each case, any
		amendment, modification, supplement, waiver or consent having no adverse affect
		on the interest of the Noteholders).
	 

	 
		                Section 8.3.
		          Conditions to
		Action by the Indenture Trustee.  If in the opinion of the Indenture
		Trustee any document required to be executed pursuant to the terms of
		Sections 8.1 or 8.2 hereof or the election referred to in
		Section 9.13 hereof adversely affects any immunity or indemnity in favor
		of the Indenture Trustee under this Indenture or the Participation Agreement,
		or would materially increase its administrative duties or responsibilities
		hereunder or thereunder or may result in personal liability for it (unless it
		shall have been provided an indemnity satisfactory to the Indenture Trustee),
		the Indenture Trustee may in its discretion decline to execute such document or
		the election. With every such document and election, the Indenture Trustee
		shall be furnished with evidence that all necessary consents have been obtained
		and with an opinion of counsel that such document complies with the provisions
		of this Indenture, does not deprive the Indenture Trustee or the holders of the
		Notes of the benefits of the Lien hereby created on any property subject hereto
		or of the assignments contained herein (except as otherwise consented to in
		accordance with Section 8.1 hereof) and that all consents required by the
		terms hereof in connection with the execution of such document or the making of
		such election have been obtained. The Indenture Trustee shall be fully
		authorized and protected in relying on such opinion.
	 

	 
		ARTICLE
		IX
MISCELLANEOUS
	 

	 
		                Section 9.1.
		          Surrender,
		Defeasance and Release.
	 

	 
		                (a)           Surrender
		and Cancellation of Indenture . This Indenture shall be
		surrendered and cancelled and the trusts created hereby shall terminate and
		this Indenture shall be of no further force or effect upon satisfaction of the
		conditions set forth in the proviso to the Granting Clause hereof. Upon
		any such surrender, cancellation, and termination, the Indenture Trustee shall
		pay all moneys or other properties or proceeds constituting part of the
		Indenture Estate (the distribution of which is not otherwise provided for
		herein) to the Lessor, and the Indenture Trustee shall, upon request and at the
		cost and expense of the Lessor, execute and deliver proper 
	 

	 
		48
	 

	 

	 
	 

	 

	 
		instruments acknowledging such
		cancellation and termination and evidencing the release of the security, rights
		and interests created hereby. If this Indenture is terminated pursuant to this
		Section 9.1(a), the Indenture Trustee shall promptly notify the Lessee and
		the Owner Participant of such termination.
	 

	 
		                (b)          
		Release .
	 

	 	 	                (i)            Whenever
			 a Component is replaced pursuant to the Facility Lease, such Component shall
			 automatically and without further act of any Person be released from the Lien
			 of this Indenture and the Indenture Trustee shall, upon the written request of
			 the Lessor or the Lessee, execute and deliver to, and as directed in writing
			 by, the Lessee or the Lessor an appropriate instrument (in due form for
			 recording) releasing the replaced Component from the Lien of this
			 Indenture.
		 
	 	                (ii)           Whenever
			 the Lessee is entitled to acquire the Facility or have the Facility transferred
			 to it pursuant to the express terms of the Facility Lease, the Indenture
			 Trustee shall release the Indenture Estate from the Lien of this Indenture and
			 execute and deliver to, or as directed in writing by, the Lessee or the Lessor
			 an appropriate instrument (in due form for recording) releasing the Indenture
			 Estate from the Lien of this Indenture; provided that all sums secured
			 by this Indenture have been paid to the Persons entitled to such
			 sums.


	 
		                Section
		9.2.           Conveyances
		Pursuant to the Site Sublease.  Sales, grants of leases or
		easements and conveyances of portions of the Facility Site, rights of way,
		easements or leasehold interest made by the Lessee in accordance with
		Article XV of the Site Sublease shall automatically, without further act
		of any Person, be released from this Indenture.
	 

	 
		                Section 9.3.
		          Appointment of
		the Indenture Trustee as Attorney; Further Assurances.  The Lessor hereby constitutes the
		Indenture Trustee the true and lawful attorney of the Lessor irrevocably with
		full power as long as the Indenture is in effect (in the name of the Lessor or
		otherwise) to ask, require, demand, receive, compound and give acquittance for
		any and all moneys and claims for moneys due and to become due under or arising
		out of the Assigned Documents (except to the extent that such moneys and claims
		constitute Excepted Payments), to endorse any checks or other instruments or
		orders in connection therewith, to make all such demands and to give all such
		notices as are permitted by the terms of the Facility Lease to be made or given
		by the Lessor upon the occurrence and continuance of a Lease Event of Default,
		to enforce compliance by the Lessee with all terms and provisions of the
		Facility Lease (except as otherwise provided in Sections 4.3 and 5.6
		hereof), and to file any claims or take any action or institute any proceedings
		which the Indenture Trustee may request in the premises.
	 

	 
		                Section 9.4.
		          Indenture for
		Benefit of Certain Persons Only.  Nothing in this Indenture, whether
		express or implied, shall be construed to give to any Person other than the
		parties hereto, the Owner Participant, the Lessee (with respect to
		Sections 4.12 and 8.1 hereof) and the Noteholders (and any successor or
		assign of any thereof) any legal or equitable right, remedy or claim under or
		in respect of this Indenture, and this Indenture shall be for the sole and
		exclusive benefit of the parties hereto, the Owner Participant, the Lessee (as
		provided in Sections 4.12 and 8.1 hereof) and the Noteholders.
	 

	 
		49
	 

	 

	 
	 

	 

	 
		                Section 9.5.
		          Notices;
		Furnishing Documents, etc.  Unless otherwise expressly
		specified or permitted by the terms hereof, all communications and notices
		provided for herein to a party hereto shall be in writing or by telecopy
		transmission, and any such notice shall become effective (a) upon personal
		delivery thereof, including by overnight mail or courier service, (b) in
		the case of notice by United States mail, certified or registered, postage
		prepaid, return receipt requested, upon receipt thereof, or (c) in the
		case of notice by telecopy transmission, upon receipt by the sender of a
		confirmation report that all pages of the telecopy transmission were properly
		transmitted, in each case addressed to each party hereto at its address set
		forth below or, in the case of any such party hereto, at such other address as
		such party may from time to time designate by written notice to the other
		parties hereto; provided, however that all notices given to the
		Indenture Trustee by any person or entity (other than the Lessor) pursuant to
		42 Pa. C.S.A. § 8143(c) or (d) shall be in writing and shall be sent
		exclusively by registered or certified mail, return receipt requested, to the
		Indenture Trustee at the address set forth below:
	 

	 	 	If to the
			 Lessor:
		 


	 	 	Mansfield
			 2007 Trust A
	 	c/o U.S.
			 Bank Trust National Association,
	 	                Not
			 in its individual capacity, but solely

			                 as
			 Owner Trustee
	 	300
			 Delaware Avenue, 9th floor
	 	Wilmington,
			 DE 19801
	 	Telephone:
			 (302) 576-3703
	 	Facsimile:
			 (302) 576-3717
	 	Attention:
			 Corporate Trust Services
		 


	 	 	with a copy
			 to the Owner Participant:
		 


	 	 	Hillbrook
			 Corp.
	 	50 Danbury
			 Rd.
	 	Suite
			 100
	 	Wilton,
			 CT  06897-4444
	 	Attention:  Chief Financial
			 Officer
	 	Facsimile:
			 203-222-4780
	 	 
	 	With a copy
			 to the General Counsel
		 


	 	 	If to the
			 Indenture Trustee:
		 


	 	 	The Bank of
			 New York Trust Company, N.A.
	 	1660 West
			 2nd Street, Suite 830
	 	Cleveland,
			 OH 44113
	 	Telephone:
			 (216) 622-6516
	 	Facsimile:
			 (216) 621-1441
	 	Attention:
			 Corporate Trust Department
		 


	 	 	with a copy
			 to:


	 
		50
	 

	 

	 
	 

	 

	 	 	Carter
			 Ledyard & Milburn LLP
	 	2 Wall
			 Street
	 	New York,
			 NY  10005
	 	Telephone:
			 (212) 238-8634 
	 	Facsimile:
			 (212) 732-3232
	 	Attention:
			 Bertil Nordin, Esq.
		 


	 	 	If to the
			 Lessee and/or the Guarantor:
		 


	 	 	FirstEnergy
			 Generation Corp. and
	 	FirstEnergy
			 Solutions Corp.
	 	76 South
			 Main Street
	 	Akron, Ohio
			 44308
	 	Telephone:
			 (330) 384-5855
	 	Facsimile:
			 (330) 384-3772
	 	Attention:
			 Treasurer
		 


	 	 	with a copy
			 to:
		 


	 	 	FirstEnergy
			 Solutions Corp.
	 	76 South
			 Main Street
	 	Akron, Ohio
			 44308
	 	Telephone:
			 (330) 384-5800
	 	Facsimile:
			 (330) 384-3875
	 	Attention:
			 General Counsel
		 


	 	 	and
		 


	 	 	Akin, Gump,
			 Strauss, Hauer & Feld, LLP
	 	590 Madison
			 Avenue
	 	New York,
			 NY 10020
	 	Telephone:
			 212-872-1016
	 	Facsimile:
			 212-872-1002
	 	Attention:
			 Lucas F. Torres, Esq.


	 
		                Section 9.6.
		         
		Severability.
		 Any provision of this Indenture which is prohibited or unenforceable in
		any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
		of such prohibition or unenforceability without invalidating or rendering
		unenforceable the remaining provisions hereof, and any such prohibition or
		unenforceability in any jurisdiction shall not invalidate or render
		unenforceable such provision in any other jurisdiction.
	 

	 
		                Section 9.7.
		          Limitation of
		Liability.  It
		is expressly understood and agreed by the parties hereto that (a) this
		Indenture is executed and delivered by a representative of U.S. Bank 
	 

	 
		51
	 

	 

	 
	 

	 

	 
		Trust National Association
		(the “Trust Company”), not in its individual capacity, but
		solely in its capacity as Owner Trustee on behalf of the Lessor under and
		pursuant to the Trust Agreement, in the exercise of the powers and authority
		conferred and vested in it pursuant thereto, (b) each of the
		representations, undertakings and agreements herein made on the part of the
		Owner Trustee and the Lessor is made and intended not as personal
		representations, undertakings and agreements by the Trust Company, but is made
		and intended for the purpose of binding only the Lessor, (c) nothing
		herein contained shall be construed as creating any liability on the Trust
		Company, individually or personally, to perform any covenant either expressed
		or implied contained herein, all such liability, if any, being expressly waived
		by the parties hereto or by any Person claiming by, through or under the
		parties hereto and (d) under no circumstances shall the Trust Company, be
		personally liable for the payment of any indebtedness or expenses of the Lessor
		or be liable for the breach or failure of any obligation, representation,
		warranty or covenant made or undertaken by the Lessor under this
		Indenture.
	 

	 
		                Section 9.8.
		          Written Changes
		Only.  Subject
		to Sections 8.1 and 8.2 hereof, no term or provision of this Indenture or
		any Note may be changed, waived, discharged or terminated orally, but only by
		an instrument in writing signed by the parties hereto; and any waiver of the
		terms hereof or of any Note shall be effective only in the specific instance
		and for the specific purpose given.
	 

	 
		                Section 9.9.
		         
		Counterparts.
		 This Indenture may be executed in separate counterparts, each of which,
		when so executed and delivered shall be an original, but all such counterparts
		shall together constitute one and the same instrument.
	 

	 
		                Section 9.10.
		       Successors and Permitted
		Assigns.  All
		covenants and agreements contained herein shall be binding upon, and inure to
		the benefit of, the parties hereto and their respective successors and
		permitted assigns and each Noteholder. Any request, notice, direction, consent,
		waiver or other instrument or action by any Noteholder shall bind the successor
		and assigns thereof.
	 

	 
		                Section 9.11.
		       Headings and Table of
		Contents.  The
		headings of the sections of this Indenture and the Table of Contents are
		inserted for purposes of convenience only and shall not be construed to affect
		the meaning or construction of any of the provisions hereof.
	 

	 
		                Section 9.12.
		       Governing Law.  This Indenture and the Notes shall
		be in all respects governed by and construed in accordance with the laws of the
		State of New York, including all matters of construction, validity and
		performance (without giving effect to the conflicts of laws provisions thereof,
		other than New York General Obligation Law Section 5-1401), except to the
		extent mandatory choice of law rules require the application of laws of another
		jurisdiction and except with respect to matters related to the enforcement of
		any Lien related to the real property covered hereby or the foreclosure on any
		real property covered hereby which shall be governed by the laws of the
		Commonwealth of Pennsylvania (without giving effect to the conflicts of laws
		provisions thereof). Regardless of any provision in any other agreement, for
		purposes of the Uniform Commercial Code (as in effect from time to time in any
		jurisdiction including the State of New York), the “Securities
		Intermediary’s Jurisdiction” of the Account Bank with respect to
		the Indenture Trustee’s Account is the State of New York.
	 

	 
		52
	 

	 

	 
	 

	 

	 
		                Section 9.13.
		       Reorganization Proceedings with
		Respect to the Lessor Estate.  If (a) the Lessor Estate
		becomes a debtor subject to the reorganization provisions of Title 11 of
		the United States Code, or any successor provisions, (b) pursuant to such
		reorganization provisions the Owner Participant is required by reason of the
		Owner Participant’s being held to have recourse liability that it would
		not otherwise have had under Section 2.5 hereof to the debtor or the
		trustee of the debtor, directly or indirectly, to make payment on account of
		any amount payable as principal or interest on the Notes and (c) any
		Noteholder or the Indenture Trustee actually receives any Excess Amount (as
		hereinafter defined) which reflects any payment by the Owner Participant on
		account of clause (b) above, then such Noteholder or the Indenture
		Trustee, as the case may be, shall promptly refund such Excess Amount, without
		interest, to the Owner Participant after receipt by such Noteholder or the
		Indenture Trustee, as the case may be, of a written request for such refund by
		the Owner Participant (which request shall specify the amount of such Excess
		Amount and shall set forth in detail the calculation thereof). For purposes of
		this Section 9.13, “Excess Amount” means the amount by
		which such payment exceeds the amount which would have been received by such
		holder and the Indenture Trustee in respect of such principal or interest if
		the Owner Participant had not become subject to the recourse liability referred
		to in clause (b) above. Nothing contained in this Section 9.13 shall
		prevent the Indenture Trustee or any Noteholder from enforcing any personal
		recourse obligations (and retaining the proceeds thereof) of the Owner
		Participant under the Participation Agreement.
	 

	 
		                The Noteholders and the Indenture Trustee
		agree that should the Lessor Estate become a debtor subject to the
		reorganization provisions of the Bankruptcy Code, they shall upon the request
		of the Owner Participant, and provided that the making of the election
		hereinafter referred to is permitted to be made by them under Applicable Law
		and will not have any adverse impact on any Noteholder, the Indenture Trustee
		or the Indenture Estate other than as contemplated by the preceding paragraph,
		make the election referred to in Section 1111(b)(1)(A)(i) of
		Title 11 of the Bankruptcy Code or any successor provision if, in the
		absence of such election, the Noteholders would have recourse against the Owner
		Participant for the payment of the indebtedness represented by the Notes in
		circumstance in which such Noteholders would not have recourse under this
		Indenture if the Lessor Estate had not become a debtor under the Bankruptcy
		Code.
	 

	 
		                Section 9.14.
		       Withholding Taxes: Information
		Reporting.  The
		Indenture Trustee shall exclude and withhold from each distribution of
		principal, Make-Whole Amount, if any, and interest and other amounts due
		hereunder or under the Notes any and all U.S. federal withholding taxes
		applicable thereto as required by Applicable Law. The Indenture Trustee agrees
		(i) to act as such withholding agent and, in connection therewith,
		whenever any present or future U.S. federal taxes or similar charges are
		required to be withheld with respect to any amounts payable in respect of the
		Notes, to withhold such amounts and timely pay the same to the appropriate
		authority in the name of and on behalf of the Noteholders and to pay to the
		Noteholders from amounts received by the Paying Agent pursuant hereto such
		additional amounts so that the net amount actually received by the Noteholders,
		after reduction for such withheld amounts, shall be equal to the full amount of
		principal, Make-Whole Amount, interest and other amounts otherwise due and
		payable hereunder; provided, however, that, notwithstanding the
		foregoing, the Paying Agent shall be required to pay such additional amounts
		only if and to the extent that (a) the Lessee is required to indemnify the
		Noteholders for such amounts under Section 9 of the Participation
		Agreement and (b) the Lessee has paid such amounts to the Indenture
		Trustee, 
	 

	 
		53
	 

	 

	 
	 

	 

	 
		(ii) that it will file
		any necessary U.S. federal withholding tax returns or statements when due, and
		(iii) that, as promptly as possible after the payment thereof, it will
		deliver to each Noteholder appropriate documentation showing the payment
		thereof, together with such additional documentary evidence as such Noteholders
		may reasonably request from time to time. The Indenture Trustee agrees to file
		any other information as it may be required to file under United States
		law.
	 

	 
		                Any Noteholder which is organized under
		the laws of a jurisdiction outside the United States shall, on or prior to the
		date such Noteholder becomes a Noteholder, (a) so notify the Indenture
		Trustee, (b) (i) provide the Indenture Trustee with Internal Revenue
		Service form W-8 BEN, W-8 ECI or W-9, as appropriate, or (ii) notify the
		Indenture Trustee that it is not entitled to an exemption from United States
		withholding tax or a reduction in the rate thereof on payments of interest. Any
		such Noteholder agrees by its acceptance of a Note, on an ongoing basis, to
		provide like certification for each taxable year and to notify the Indenture
		Trustee should subsequent circumstances arise affecting the information
		provided the Indenture Trustee in clauses (a) and (b) above. The
		Indenture Trustee shall be fully protected in relying upon, and each Noteholder
		by its acceptance of a Note hereunder agrees to indemnify and hold the
		Indenture Trustee harmless against all claims or liability of any kind arising
		in connection with or related to the Indenture Trustee’s reliance upon any
		such documents, forms or information provided by such Noteholder to the
		Indenture Trustee. In addition, if the Indenture Trustee has not withheld taxes
		on any payment made to any Noteholder, and the Indenture Trustee is
		subsequently required to remit to any taxing authority any such amount not
		withheld, such Noteholder shall return such amount to the Indenture Trustee
		upon written demand by the Indenture Trustee. The Indenture Trustee shall be
		liable only for direct (but not consequential) damages to any Noteholder due to
		the Indenture Trustee’s violation of the Code and only to the extent such
		liability is caused by the Indenture Trustee’s violation of the Code and
		only to the extent such liability is caused by the Indenture Trustee’s
		failure to act in accordance with its standard of care under this
		Indenture.
	 

	 
		                Section 9.15.
		       Fixture Financing
		Statement.  This
		Indenture also is intended to serve as a fixture financing statement under the
		Commonwealth of Pennsylvania Uniform Commercial Code. In connection therewith,
		the following information is provided:
	 

	 
		                (a)          
		Name and address of Debtor:
	 

	 	 	Mansfield
			 2007 Trust A
	 	c/o U.S.
			 Bank Trust National Association,
	 	                Not
			 in its individual capacity, but solely

			                 as
			 Owner Trustee
	 	300
			 Delaware Avenue, 9th floor
	 	Wilmington,
			 DE 19801
	 	Telephone:
			 (302) 576-3703
	 	Facsimile:
			 (302) 576-3717
	 	Attention:
			 Corporate Trust Services


	 
		                (b)           Name
		and Address of Secured Party (from which information concerning the security
		interest may be obtained):
	 

	 
		54
	 

	 

	 
	 

	 

	 	 	The Bank of
			 New York Trust Company, N.A., as Indenture Trustee
	 	1660 West
			 2nd Street, Suite 830
	 	Cleveland,
			 OH 44113
	 	Telephone:
			 (216) 622-6516
	 	Facsimile:
			 (216) 621-1441
	 	Attention:
			 Corporate Trust Department


	 
		                (c)           The
		personal property covered by the security interest granted hereunder includes
		goods which are or are to become fixtures upon the real property described in
		Exhibit A hereto.
	 

	 
		                (d)           Recording:
		This Indenture is to be recorded in the real estate records of Beaver County,
		in the Commonwealth of Pennsylvania.
	 

	 
		                Section 9.16.        Facility
		Lease Schedules.
		For the avoidance of doubt, the parties hereto acknowledge and agree that,
		with respect to each payment date set forth in Schedule I hereto, the amount
		set forth for the corresponding date in (i) Column 1 of Schedule 3 to the
		Facility Lease is intended to reflect the sum of scheduled principal and
		interest on the Notes due on such date, (ii) Column 2 of Schedule 3 to the
		Facility Lease is intended to reflect scheduled principal on the Notes due on
		such date, and (iii) Column 1 of Schedule 4 to the Facility Lease is intended
		to reflect the outstanding principal amount of the Notes on such date.
	 

	 
		(Remainder of Page
		Intentionally Left Blank)
	 

	 
		55
	 

	 

	 
	 

	 

	 
		                IN WITNESS
		WHEREOF, the parties have caused this Indenture to be duly
		executed on the day and year first above written.
	 

	 	 	MANSFIELD 2007 TRUST A
		 
	 	By: U.S. BANK TRUST NATIONAL 

			 ASSOCIATION
Not in its individual capacity, but solely 
as Owner Trustee
			 
		  
		 
	 	By:   /s/ Mildred F.
			 Smith
		 	

	 	Name: Mildred F. Smith
			       
	 	Title:    Vice
			 President
		 
	 	THE BANK OF NEW YORK TRUST COMPANY, 

			 N.A., 
	 	in its individual capacity as expressly
			 stated in 
 herein, but otherwise solely as Indenture Trustee 
 and
			 Account Bank
		  
		 
	 	By:   /s/ Biagio S. Impala
			 
	 	 	

	 	Name: Biagio S. Impala
	 	Title: Vice President


	 
		Certificate of
		Residence
	 

	 
		                THE BANK OF NEW YORK TRUST COMPANY, N.A.
		herby certifies that its precise residence is 1660 West 2nd Street, Suite 830,
		Cleveland, OH 44113.
	 

	 	 	
	 	/s/                                                      
	 	On
			 behalf of Grantee


	 	 
	
			 
				Signature Page to
				Lease Indenture 
 Mansfield 2007 Trust A 
			 

		  


	 
		
	 

	 

	 
	 

	 

	 	STATE OF
			 DELAWARE	)	 
	 	)	SS.:
	COUNTY OF NEW
			 CASTLE	)	 


	 
		                On this 
		             
		day of July 2007, before me personally appeared
		Mildred F. Smith, who has
		acknowledged herself to be the Vice President of U.S. BANK TRUST NATIONAL
		ASSOCIATION, a national banking association, as Owner Trustee for Mansfield
		2007 Trust A, under and pursuant to a Trust Agreement, dated as of June 26,
		2007, between U.S. BANK TRUST NATIONAL ASSOCIATION and HILLBROOK CORP., and
		that she as such officer, being authorized to do so, executed the foregoing
		instrument for the purposes therein contained by signing the name of such
		association by herself as such officer.
	 

	 
		                IN WITNESS WHEREOF, I hereunto set my hand
		and official seal.
	 

	 	[Notarial
			 Seal] 	__________________________________________
	 	Notary
			 Public


	 
		My Commission Expires:
	 

	 	 
	
			 
				Signature Page to
				Lease Indenture 
 Mansfield 2007 Trust A 
			 

		  


	 
		
	 

	 

	 
	 

	 

	 	STATE OF OHIO	)	 
	 	)	SS.:
	COUNTY OF
			 CUYAHOGA	)	 


	 
		                On this 
		             
		day of July, 2007, before me personally appeared
		Biagio S. Impala, who acknowledged
		himself to be the Vice President of THE BANK OF NEW YORK TRUST COMPANY, N.A., a
		national banking association, and that he as such officer, being authorized to
		do so, executed the foregoing instrument for the purposes therein contained by
		signing the name of such association by himself as such officer.
	 

	 
		                IN WITNESS WHEREOF, I hereunto set my hand
		and official seal.
	 

	 	[Notarial
			 Seal] 	__________________________________________
	 	Notary
			 Public


	 
		My Commission Expires:
	 

	 	 
	
			 
				Signature Page to
				Lease Indenture 
 Mansfield 2007 Trust A 
			 

		  


	 
		
	 

	 

	 
	 

	 

	 
		EXHIBIT A

		to Indenture
	 

	 
		DESCRIPTION OF
		FACILITY SITE
	 

	 
		Legal Description of Facility
		Site
	 

	 
		ALL that certain piece or parcel of land lying
		and being situate in the Borough of Shippingport, County of Beaver, and
		Commonwealth of Pennsylvania,
		and being more particularly bounded and described as follows:
	 

	 
		                BEGINNING at a concrete monument at the
		intersection of the Pennsylvania Power Company’s Bruce Mansfield Plant
		South property line with the Westerly right-of-way of the New Cumberland and
		Pittsburgh Railroad (now Penn Central Railroad) said concrete monument bears
		South 85° 11’ East, a distance of 152.70 feet, and South 33° 16’
		East, a distance of 324.80 feet from the Grantor’s Southwest property
		corner; thence from said concrete monument South 51° 00’ East, a
		distance of 187.39 feet to a point, said point bears North 51° 00’
		West, a distance of 8.00 feet from the East-West baseline column row (P) of the
		Bruce Mansfield Plant; thence North 39° 00’ East, a distance of
		2,010.35 feet to the North-South baseline column row (10) and the true place of
		beginning of the premises herein to be described and being the Southwest corner
		of the base of Unit No. 1; thence with the Westerly edge of said base slab and
		parallel to column row (P) and North 53° 00’ West, a distance of 8.00
		feet therefrom; North 39° 00’ East, a distance of 280.00 feet to the
		Northwest corner of said base slab; thence from the Northwest corner of said
		base slab, and parallel to column row (I) and North 39° 00’ East, a
		distance of 6.00 feet therefrom; thence South 51°00’ East, a distance
		of 164.00 feet to a corner of said slab; thence paralleled to column row (J)
		and South 51° 00’ East, a distance of 6.00 feet therefrom; thence
		South 39° 00’ West, a distance of 26.00 feet to another corner which
		bears North 39° 00’ East, a distance of 6.00 feet from column row (2);
		thence continuing with the edge of said base slab and parallel to column row
		(2) South 51° 00’ East, a distance of 258.75 feet to the northeast
		corner of said base slab; thence continuing with the edge of said slab and
		parallel to column row (A) and South 51° 00’ East, a distance of 6.00
		feet therefrom, South 39° 00’ West, a distance of 254.00 feet to the
		Southwest corner of said base slab; thence with the North-South baseline and
		column row (10), North 51° 00’ West, a distance of 422.75 feet to the
		Southwest corner of said base slab and the place of beginning, containing
		111,643 square feet or 2.563 acres;
	 

	 
		Together with the easements
		appurtenant set forth in that certain Indenture, dated August 13, 1974 between
		Lee E. Whitmire, Jr., Trustee and The Cleveland Electric Illuminating Company,
		Ohio Edison Company, Pennsylvania Power Company, and The Toledo Edison Company,
		recorded in the Office of the Recorder of Deeds of Beaver County Pennsylvania
		on August 16, 1974, in Deed Book 1029, Page 456.
	 

	 
		 
	 

	 

	 
	 

	 

	 
		EXHIBIT B

		to Indenture
	 

	 
		FORM
		OF NOTE
	 

	 
		MANSFIELD 2007 TRUST A

		NONRECOURSE PROMISSORY NOTE DUE IN
 A SERIES OF INSTALLMENTS OF
		PRINCIPAL
 WITH FINAL PAYMENT DATE
 OF JUNE 1, 2034
	 

	 
		THIS NOTE HAS NOT BEEN
		REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND MAY NOT BE
		TRANSFERRED,
SOLD OR OFFERED FOR SALE IN VIOLATION OF SUCH ACT
	 

	 
		Issued at: New York, New
		York
 
 Issue Date:
		July 13, 2007
	 

	 
		$204,354,000.00
	 

	 
		MANSFIELD 2007 TRUST A, a
		Delaware statutory trust (the “Lessor”) formed and governed
		under and pursuant to a Trust Agreement, dated as of June 26, 2007 (as the same
		may from time to time be amended, amended and restated, supplemented or
		otherwise modified in accordance with the terms thereof and, where applicable,
		the terms of the other Operative Documents, the “Trust
		Agreement”), between U.S. BANK TRUST NATIONAL ASSOCIATION, a national
		banking association, and Hillbrook Corp., a Delaware corporation (the
		“Owner Participant”), hereby promises to pay to The Bank of
		New York Trust Company, N.A., in its capacity as pass-through trustee of the
		Bruce Mansfield Unit 1 2007 Pass Through Trust (the “Pass Through
		Trustee”), or its registered assigns, the principal sum of
		$204,354,000.00, which is due and payable in a series of installments of
		principal with a final payment date of June 1, 2034 as provided below, together
		with interest at the rate of 6.85% per annum on the principal remaining unpaid
		from time to time from and including the Issue Date until paid in full.
		Interest on the outstanding principal amount under this Note shall be due and
		payable in arrears semiannually at the rate specified above, commencing on
		December 1, 2007, and on each June 1 and December 1 thereafter until the
		principal of this Note is paid in full or made available for payment. Interest
		shall be computed on the basis of a 360-day year of twelve 30-day
		months.
	 

	 
		                The
		principal of this Note shall be due and payable in installments on each of the
		dates set forth on Schedule I hereto. The installment of principal payable
		on any such date shall be in an aggregate amount equal to the product of the
		Initial Principal Amount set forth on Schedule I multiplied by the
		percentage set forth on Schedule I under the column headed
		“Percentage of Principal Amount Payable” for such date; provided
		that the final installment of principal shall be equal to the then unpaid
		principal balance of this Note.
	 

	 
		                Capitalized
		terms used in this Note that are not otherwise defined herein shall have the
		meanings ascribed thereto in the Indenture of Trust, Open-End Mortgage and
		Security 
	 

	 
		 
	 

	 

	 
	 

	 

	 
		Agreement dated as of July 1,
		2007 (the “Indenture”), between the Lessor and The Bank of New
		York Trust Company, N.A., as trustee (the “Indenture
		Trustee”).
	 

	 
		                Interest
		(computed on the basis of a 360-day year of twelve 30-day months) on any
		overdue principal and premium, if any, and (to the extent permitted by
		Applicable Law) any overdue interest shall be paid, on demand, from the due
		date thereof at the Overdue Rate for the period during which any such
		principal, premium or interest shall be overdue.
	 

	 
		                In
		the event any date on which a payment is due under this Note is not a Business
		Day, then payment thereof shall be made on the next succeeding Business Day
		with the same force and effect as if made on the date on which such payment was
		due.
	 

	 
		                The
		Lessee and the Guarantor have entered into a Registration Rights Agreement
		dated July 13, 2007 (as the same may from time to time be amended, amended and
		restated, supplemented or otherwise modified in accordance with the terms
		thereof and, where applicable, the terms of the other Operative Documents, the
		“Registration Rights Agreement”) with the Initial Purchasers
		described therein. Pursuant to such Registration Rights Agreement, the Lessee
		and the Guarantor have agreed to use their reasonable best efforts to (a) cause
		to become effective on or prior to the date which is 210 days after the Closing
		Date (i) the Exchange Offer Registration Statement or (ii) an Initial Shelf
		Registration Statement (as each such term is defined in the Registration Rights
		Agreement) and to maintain the respective effectiveness of such Registration
		Statements (as defined in the Registration Rights Agreement) as described in
		the Registration Rights Agreement. From and after the date on which a
		Non-Registration Event (as defined in the Registration Rights Agreement) occurs
		(which, for the avoidance of doubt, cannot be prior to the date which is 270
		days after the Closing Date), additional interest (in addition to the interest
		otherwise payable with respect to this Note) shall accrue on this Note until
		but not including the date on which such Non-Registration Event shall cease to
		exist (and provided no other Non-Registration Event with respect to the
		Certificates issued on the Closing Date shall then be continuing), at the rate
		of 0.25% per annum, which additional interest shall be payable hereon at the
		times, in the manner and subject to the same terms and conditions set forth
		herein and in the Indenture, as nearly as may be, as though the interest rate
		set forth above had been increased by 0.25% per annum.
	 

	 
		                Except
		as otherwise specifically provided in the Indenture and in the Participation
		Agreement, all payments of principal, premium, if any, and interest on this
		Note, and all payments of any other amounts due hereunder or under the
		Indenture shall be made only from the Indenture Estate, and the Indenture
		Trustee shall have no obligation for the payment thereof except to the extent
		that the Indenture Trustee shall have sufficient income or proceeds from the
		Indenture Estate to make such payments in accordance with the terms of Article
		III of the Indenture. The holder hereof, by its acceptance of this Note, agrees
		that it will look solely to the income and proceeds from the Indenture Estate
		to the extent available for distribution to the holder hereof, as herein
		provided, and that, none of the Owner Participant, the Lessor or the Indenture
		Trustee is or shall be personally liable to the holder hereof for any amounts
		payable under this Note or under the Indenture, or, except as expressly
		provided in the Indenture or, in the case of the Owner Participant and the
		Lessor, the Participation Agreement for any performance to be rendered under
		the Indenture or any Assigned Document or for any liability under the Indenture
		or any Assigned Document.
	 

	 
		 
	 

	 

	 
	 

	 

	 
		                The
		principal of and premium, if any, and interest on this Note shall be paid by
		the Indenture Trustee, without any presentment or surrender of this Note,
		except that, in the case of the final payment in respect of this Note, this
		Note shall be surrendered to the Indenture Trustee, by mailing a check for the
		amount then due and payable, in New York Clearing House funds, to the
		Noteholder, at the last address of the Noteholder appearing on the Note
		Register, or by whichever of the following methods specified by notice from the
		Noteholder to the Indenture Trustee: (a) by crediting the amount to be
		distributed to the Noteholder to an account maintained by the Noteholder with
		the Indenture Trustee, (b) by making such payment to the Noteholder in
		immediately available funds at the Indenture Trustee Office, or (c) by
		transferring such amount in immediately available funds for the account of the
		Noteholder to the banking institution having bank wire transfer facilities as
		shall be specified by the Noteholder, such transfer to be subject to telephonic
		confirmation of payment. All payments due with respect to this Note shall be
		made (i) as soon as practicable prior to the close of business on the date
		the amounts to be distributed by the Indenture Trustee are actually received by
		the Indenture Trustee if such amounts are received by 12:00 noon, New York City
		time, on a Business Day or (ii) on the next succeeding Business Day if
		received after such time or if received on any day other than a Business Day.
		Prior to due presentment for registration of transfer of this Note, the Owner
		Trust, the Lessor and the Indenture Trustee may deem and treat the Person in
		whose name this Note is registered on the Note Register as the absolute owner
		and holder of this Note for the purpose of receiving payment of all amounts
		payable with respect to this Note and for all other purposes, and none of the
		Owner Trust, the Lessor, or the Indenture Trustee shall be affected by any
		notice to the contrary. All payments made on this Note in accordance with the
		provisions of this paragraph shall be valid and effective to satisfy and
		discharge the liability on this Note to the extent of the sums so paid and none
		of the Owner Trust, the Lessor or the Indenture Trustee shall have any
		liability in respect of such payment.
	 

	 
		                The
		holder hereof, by its acceptance of this Note, agrees that each payment
		received by it hereunder shall be applied in the manner set forth in
		Section 2.7 of the Indenture, which provides that each payment on the Note
		shall be applied as follows: first, to the payment of accrued
		interest (including interest on overdue principal and the Make Whole Amount, if
		any, and, to the extent permitted by Applicable Law, overdue interest) on this
		Note to the date of such payment; second, to the payment of the
		principal amount of, and the Make Whole Amount, if any, on this Note then due
		(including any overdue installments of principal) thereunder; and third,
		to the extent permitted by Section 2.10 of the Indenture, the balance, if
		any, remaining thereafter, to the payment of the principal amount of, and the
		Make Whole Amount, if any, on this Note.
	 

	 
		                This
		Note is the Note referred to in the Indenture as the “Note.” The
		Indenture permits the issuance of additional notes (“Additional
		Notes”), as provided in Section 2.12 of the Indenture, and the
		several Notes may be for varying principal amounts and may have different
		maturity dates (not later than the final maturity date of the Initial Notes),
		interest rates, redemption provisions and other terms. The properties of the
		Lessor included in the Indenture Estate are pledged or mortgaged to the
		Indenture Trustee to the extent provided in the Indenture as security for the
		payment of the principal of and premium, if any, and interest on this Note and
		all other Notes issued and outstanding from time to time under the
		Indenture.
	 

	 
		                Reference
		is hereby made to the Indenture for a statement of the rights of the holder of,
		and the nature and extent of the security for, this Note and of the rights of,
		and the nature and 
	 

	 
		 
	 

	 

	 
	 

	 

	 
		extent of the security for,
		the holders of the other Notes and of certain rights of the Owner Trust, the
		Lessor and the Owner Participant, as well as for a statement of the terms and
		conditions of the trust created by the Indenture, to all of which terms and
		conditions the holder hereof agrees by its acceptance of this Note.
	 

	 
		                This
		Note is subject to redemption, in whole but not in part as provided in the
		Indenture, as follows: (x) in the case of redemptions under the
		circumstances set forth in Section 2.10(a) of the Indenture, at a price
		equal to the principal amount of this Note being redeemed together with accrued
		interest on such principal amount to the Redemption Date, and (y) in the
		case of redemptions under the circumstances set forth in Sections 2.10(c)
		of the Indenture, at a price equal to the principal amount of this Note then
		outstanding together with accrued interest on such principal amount to the
		Redemption Date, plus the Make-Whole Amount, if any; provided, however,
		that no such redemption shall be made until notice thereof is given by the
		Indenture Trustee to the holder hereof as provided in the Indenture.
	 

	 
		                In
		case an Indenture Event of Default shall occur and be continuing, the unpaid
		balance of the principal of this Note together with all accrued but unpaid
		interest thereon may, subject to certain rights of the Lessor and the Owner
		Participant contained or referred to in the Indenture, be declared or may
		become due and payable in the manner and with the effect provided in the
		Indenture.
	 

	 
		                There
		shall be maintained at the Indenture Trustee Office a register for the purpose
		of registering transfers and exchanges of Notes in the manner provided in the
		Indenture. The transfer of this Note is registrable, as provided in the
		Indenture, upon surrender of this Note for registration of transfer duly
		accompanied by a written instrument of transfer duly executed by or on behalf
		of the registered holder hereof, together with the amount of any applicable
		transfer taxes.
	 

	 
		                It
		is expressly understood and agreed by the holder of this Note that
		(a) this Note is executed and delivered by a representative of U.S. Bank
		Trust National Association, not in its individual capacity, but solely in its
		capacity as Owner Trustee on behalf of the Lessor under and pursuant to the
		Trust Agreement, in the exercise of the powers and authority conferred and
		vested in it pursuant thereto, (b) each of the representations,
		undertakings and agreements in this Note made on the part of the Owner Trustee
		and the Lessor is made and intended not as personal representations,
		undertakings and agreements by U.S. Bank Trust National Association (or any
		entity hereafter from time to time acting as Owner Trustee under the Trust
		Agreement), but is made and intended for the purpose of binding only the
		Lessor, (c) nothing contained in this Note shall be construed as creating
		any liability on U.S. Bank Trust National Association (or any entity hereafter
		from time to time acting as Owner Trustee under the Trust Agreement),
		individually or personally, to perform any covenant either expressed or implied
		contained in this Note, all such liability, if any, being expressly waived by
		the holder of this Note or by any Person claiming by, through or under such
		holder, (d) it will look solely to the income and proceeds from the Indenture
		Estate to the extent available for distribution to the holder hereof as above
		provided, and (e) none of the Indenture Trustee, Owner Participant, any OP
		Guarantor, the Lessee, the Guarantor, the Lessor, the Owner Trustee or U.S.
		Bank Trust National Association is, or shall be, personally liable to the
		holder hereof for any amounts payable under this Note or 
	 

	 
		 
	 

	 

	 
	 

	 

	 
		under the Indenture or for any
		liability under the Indenture, except as expressly provided in the
		Indenture.
	 

	 
		                This
		Note shall be governed by the laws of the State of New York.
	 

	 
		 
	 

	 

	 
	 

	 

	 
		                IN
		WITNESS WHEREOF, the Lessor has caused this Note to be duly
		executed as of the date hereof.
	 

	 	 	MANSFIELD 2007 TRUST A, 
	 	 	 
	 	By: U.S. BANK TRUST NATIONAL 

			 ASSOCIATION,
not in its individual capacity, but solely
as Owner
			 Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Mildred
			 F. Smith
	 	 	

	 	 	Name:
			 Mildred F. Smith
 Title: Vice President
	 	 	 
	 	 	 
	                This
			 is one of the Notes referred to in the within-mentioned Indenture.
	 	 	 
	 	THE BANK OF NEW YORK TRUST COMPANY, 

			 N.A, not in its individual capacity, buy solely as 
 Indenture
			 Trustee
	 	 	 
	 	 	 
	 	By:	/s/ Biagio
			 S. Impala
	 	 	

	 	 	Name:
			 Biagio S. Impala
 Title: Vice President


	 	 
	
			 
				Signature Page to
				Lease Indenture 
 Mansfield 2007 Trust A 
			 

		  


	 
		 
	 

	 

	 
	 

	 

	 
		FORM OF TRANSFER NOTICE

	 

	 
		                FOR
		VALUE RECEIVED the undersigned registered holder hereby sell(s) assign(s) and
		transfer(s) unto
	 

	 
		
	 

	 	Insert Taxpayer
			 Identification No.
	 
	_______________________
	 
	_______________________
	(Please print or
			 typewrite name and address including zip code of assignee)
	 
	_______________________
	the within Note and all
			 rights thereunder, hereby irrevocably constituting and appointing
	 
	_______________________
	attorney to transfer
			 said Note on the books of the Issuer with full power of substitution in the
			 premises.
	 


	 	Date:
			 _________________________________	____________________________________________________________
	 	(Signature
			 of Transferor)
	 	 
	 	NOTE:          The
			 signature to this assignment must correspond with the name as written upon the
			 face of the within-mentioned instrument in every particular, without alteration
			 or any change whatsoever.


	 
		 
	 

	 

	 
	 

	 

	 
		EXHIBIT C

		to Indenture
	 

	 
		FORM OF CERTIFICATE OF AUTHENTICATION
	 

	 
		                This
		is one of the Notes referred to in the within-mentioned Indenture.
	 

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


	 	 	By:	_________________________________
	 	 	Name:
Title:


	 
		 
	 

	 

	 
	 

	 

	 
		EXHIBIT D

		to Indenture
	 

	 
		DESCRIPTION OF THE UNDIVIDED INTEREST
	 

	 	The
			 Undivided Interest is an undivided 16.8885% interest in and to:


	 
		All of FirstEnergy Generation
		Corp.’s right, title and interest in and to the physical assets
		constituting Unit 1 of the Bruce Mansfield Plant, a coal-fired electric
		generating unit which has a nominal rating of approximately 830 megawatts and
		was placed in service in April, 1976, located on, but not including any fee
		ownership interest in, approximately 473 acres of land on the south shore of
		the Ohio River in the Borough of Shippingport, Beaver County, Pennsylvania (the
		“Facility”)
	 

	 	1.	One GE
			 indoor type, 3600 rpm, tandem compound, six flow, condensing, single reheat
			 turbine generator having a manufacturer’s rating of 834,846 kW and a
			 rating of 1075 mva at 75 psig hydrogen pressure, 0.85 pf, 0.58 short-circuit
			 ratio, together with associated generator shaft coupled a-c alternator excitor,
			 including power rectifying and voltage regulating equipment, drives, hydrogen
			 seal oil, stator cooling water system, piping, pumps, coolers, controls,
			 instrumentation, and conduits.
	 	 
	2.	One
			 Ingersoll-Rand condenser of multipressure, single pass, divided water
			 construction, with a tube surface of 369,700 square feet, together with
			 associated tubes, water boxes, piping, pumps, conduits and drains.
	 	 
	3.	One
			 hyperbolic, natural draft counterflow cooling tower (manufactured by Research
			 Cottrell) approximately 335 feet in diameter at the base and 225.1 feet in
			 diameter at the top, together with associated piping, pumps, conduits and
			 drains.
	 	 
	4.	Three
			 one-third size high-pressure feedwater heaters and three one-third size,
			 duplex, low-pressure feedwater heaters, together with associated full stream
			 low pressure feedwater heaters, flash tanks, flash tank drains, deaerators,
			 piping, pumps and conduits.
	 	 
	5.	Two half
			 capacity, centrifugal, multistage, double case, barrel type boiler feed pumps,
			 together with associated turbine drives, booster and other pumps, piping,
			 coolers, controls, instrumentation and conduits.
	 	 
	6.	One Foster
			 Wheeler balanced draft, super critical, single reheat, once-through steam
			 generator, together with associated regenerative type air heaters, soot blowing
			 equipment, piping, pumps and conduits.
	 	 
	7.	Eight
			 Foster Wheeler D9F Ball Mill pulverizers, together with associated feeders,
			 hoppers, scales, fans, piping, coolers, wiring, cables and
			 conduits.
	 	 
	8.	Six wet
			 limestone venture scrubbers designed to handle a maximum of 5,000,000 SCFM at
			 22 feet/sec. with 0.075 lbs/million BTU maximum particulate, together
			 


	 
		 
	 

	 

	 
	 

	 

	 	 	with
			 associated ducts, fans, piping and conduits.
	 	 
	9.	Two forced
			 draft fans of air foil blade, DWDI design, together with associated 9000 hp
			 motors, ducts, piping, preheaters, cables, wires and conduits.
	 	 
	10.	 For
			 Unit 1 inside of the common 950 foot high concrete chimney, two specific flues
			 and associated CEMS equipment and instrumentation. 
	 	 
	11.	One
			 Westinghouse isolated phase bus rated at 18kV, 65-V, 65-C temperature rise, 110
			 kV B.I.L., together with associated conductors, piping, cables, wiring and
			 conduits. 
	 	 
	12.	Instrumentation and control systems and
			 facilities specific to Unit 1, including without limitation, analog controls,
			 start-stop digital positioning controls, meters, gauges, transducers,
			 transmitters, display and readout panels, racks, indicators, recorders,
			 chemical analyzing equipment, annuciators, printers, CRTs, logs and associated
			 HVAC equipment, cables, wiring and conduits.
	 	 
	13.	B&W
			 Selective Catalytic Reduction (SCR) system with all associated duct work,
			 valves, dampers, ammonia grid, nozzles, piping, local tanks, controls and
			 instrumentation.
	 	 
	14.	Sodium
			 bi-sulfate (SBS) injection system specific to Unit 1 for removal of
			 SO3 mist with all necessary lances, nozzles, and independent piping
			 and instrumentation.
	 	 
	15.	One
			 Westinghouse 880 MVA main step up transformer to step up voltage from 18kV to
			 345kV with all associated pumps, coolers, fans, valves, instrumentation,
			 protective devices, and conductors to the plant switchyard, ending at Unit 1
			 switchyard disconnects D29 and D35.
	 	 
	16.	Six
			 Westinghouse 10 MVA auxiliary transformers to step down voltage from 18kV to
			 high (13.8kV) and medium (4.16kV) voltage switchgear with all associated,
			 coolers, fans, valves, instrumentation, and protective devices.
	 	 
	17.	Three
			 half-capacity Ingersoll-Rand 54X53S centrifugal circulating water pumps rated
			 at 94,240 gpm with associated piping, conduits, valves and
			 instrumentation.
	 	 
	18.	Balance of
			 Unit Equipment:


	 	 	 	 
	 	a.	All
			 electrical switchgear (high, medium and low voltage), MCCs, disconnects,
			 conductors, grounding equipment, instrumentation and protective devices
			 specific to Unit 1.
	 	 
	 	b.	Atmospheric
			 flash tank
	 	 
	 	c.	Flyash
			 removal system


	 
		 
	 

	 

	 
	 

	 

	 	 	d.	Bottom ash
			 system
	 	 
	 	e.	Water
			 quality sampling system
	 	 
	 	f.	Scrubber
			 thickener and misc. support system
	 	 
	 	g.	Lime
			 recycle system
	 	 
	 	h.	Ignitor oil
			 day tank
	 	 
	 	i.	Hydraulic
			 accumulator building (hydraulic equipment for cooling towers)
	 	 
	 	j.	Bottom ash
			 sump pit enclosure
	 	 
	 	k.	Condensate
			 polishing demineralizing system
	 	 
	 	l.	House
			 service water system with pumps, valves, piping controls, instrumentation and
			 corrosion inhibiting system.


	 
		 
	 

	 

	 
	 

	 

	 
		SCHEDULE I

		to Indenture
	 

	 
		NOTE
	 

	 	Initial
			 Principal Amount:	$204,354,000.00
	Final
			 Maturity Date:	June 1,
			 2034
	Interest
			 Rate:	6.85%
	Amortization Schedule:	 
	 	  
	 	Percentage of
			 Principal
	Payment Date	Amount
			 Payable
	
	

	July 13,
			 2007	0.0000000000%
	December 1,
			 2007	0.0000000000%
	June 1,
			 2008	0.0000000000%
	December 1,
			 2008	0.0000000000%
	June 1,
			 2009	0.8235708623%
	December 1,
			 2009	0.0000000000%
	June 1,
			 2010	1.0657975865%
	December 1,
			 2010	0.0000000000%
	June 1,
			 2011	1.1406676649%
	December 1,
			 2011	0.0000000000%
	June 1,
			 2012	4.4701840923%
	December 1,
			 2012	0.0000000000%
	June 1,
			 2013	5.4126662556%
	December 1,
			 2013	0.0000000000%
	June 1,
			 2014	5.8002290144%
	December 1,
			 2014	0.0000000000%
	June 1,
			 2015	6.2098123844%
	December 1,
			 2015	0.0000000000%
	June 1,
			 2016	5.5756187792%
	December 1,
			 2016	0.0000000000%
	June 1,
			 2017	1.7484365366%
	December 1,
			 2017	0.0000000000%
	June 1,
			 2018	3.9681141548%
	December 1,
			 2018	0.0000000000%
	June 1,
			 2019	4.1398749229%
	December 1,
			 2019	0.0000000000%
	June 1,
			 2020	1.9862591386%
	December 1,
			 2020	0.0000000000%
	June 1,
			 2021	4.3380604246%
	December 1,
			 2021	0.0000000000%
	June 1,
			 2022	4.5274376817%
	December 1,
			 2022	0.0000000000%


	 
		 
	 

	 

	 
	 

	 

	 	June 1,
			 2023	2.2681229631%
	December 1,
			 2023	0.0000000000%
	June 1,
			 2024	4.7564520391%
	December 1,
			 2024	0.0000000000%
	June 1,
			 2025	4.9678499075%
	December 1,
			 2025	0.0000000000%
	June 1,
			 2026	2.5940280102%
	December 1,
			 2026	0.0000000000%
	June 1,
			 2027	5.4787280895%
	December 1,
			 2027	0.0000000000%
	June 1,
			 2028	5.7385713027%
	December 1,
			 2028	0.0000000000%
	June 1,
			 2029	2.5631991544%
	December 1,
			 2029	0.0000000000%
	June 1,
			 2030	6.0600722276%
	December 1,
			 2030	0.0000000000%
	June 1,
			 2031	4.5846912710%
	December 1,
			 2031	1.5678675240%
	June 1,
			 2032	2.3429930415%
	December 1,
			 2032	0.0000000000%
	June 1,
			 2033	5.7561877918%
	December 1,
			 2033	0.0000000000%
	June 1,
			 2034	0.1145071787%
	 	 
	Total	100.0000000000%