EXHIBIT
			 10-6
	 
	EXECUTION COPY


	 
		

	 
		

	 	

	 
	 
	FACILITY LEASE
			 AGREEMENT
	 
	 
	Dated as
			 of July 1, 2007
	 
	 
	between
	 
	 
	MANSFIELD 2007 TRUST A, 
 as
			 Lessor
	 
	 
	and
	 
	 
	FIRSTENERGY GENERATION CORP., 

			 as Lessee
	 
	 
	

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

	 
	
			 CERTAIN
				OF THE RIGHT, TITLE AND INTEREST OF THE LESSOR IN AND TO THIS LEASE AND
				THE RENT DUE AND TO BECOME DUE HEREUNDER HAVE BEEN ASSIGNED AS COLLATERAL
				SECURITY TO, AND ARE SUBJECT TO A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF,
				THE BANK OF NEW YORK TRUST COMPANY, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT
				SOLELY AS INDENTURE TRUSTEE UNDER AN INDENTURE OF TRUST, OPEN-END MORTGAGE AND
				SECURITY AGREEMENT, DATED AS OF THE DATE HEREOF, BETWEEN SAID INDENTURE
				TRUSTEE, AS SECURED PARTY, AND THE LESSOR, AS DEBTOR. REFER TO SECTION 21
				HEREOF FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS
				COUNTERPARTS HEREOF.

	 
	



	 
		
	 

	 

	 
	 

	 

	 
		TABLE OF CONTENTS
	 

	 	 	Page
	 	 
	SECTION 1.
			    DEFINITIONS 	1 
	 	 
	SECTION 2.
			    LEASE OF THE UNDIVIDED INTEREST
			 	2
			 
	 	 	 	 
	 	Section
			 2.1. 	Lease.
			 	2
			 
	 	Section 2.2.
			 	Personal Property; No Merger. 	2
			 
	 	 
	SECTION 3.
			    LEASE TERM AND RENT 	2
			 
	 	 	 	 
	 	Section 3.1.
			 	Basic
			 Term. 	2
			 
	 	Section 3.2.
			 	Rent.
			 	2
			 
	 	Section 3.3.
			 	Supplemental Rent. 	3
			 
	 	Section 3.4.
			 	Adjustment of Periodic Rent, Termination Amounts and Other Amounts.
			 	4
			 
	 	Section 3.5.
			 	Manner of Payments. 	5
			 
	 	 
	SECTION 4.
			    DISCLAIMER OF WARRANTIES; RIGHT OF QUIET
			 ENJOYMENT 	5
			 
	 	 	 	 
	 	Section 4.1.
			 	Disclaimer of Warranties. 	5
			 
	 	Section 4.2.
			 	Quiet
			 Enjoyment. 	7
			 
	 	 
	SECTION 5.
			    RETURN OF THE UNDIVIDED INTEREST
			 	7
			 
	 	 	 	 
	 	Section 5.1.
			 	Return. 	7
			 
	 	Section 5.2.
			 	Condition Upon Return. 	7
			 
	 	Section 5.3.
			 	Expenses. 	9
			 
	 	 
	SECTION 6.
			    LIENS. 	10
			 
	 	 
	SECTION 7.
			    MAINTENANCE; REPLACEMENTS OF COMPONENTS
			 	10
			 
	 	 	 	 
	 	Section 7.1.
			 	Maintenance. 	10
			 
	 	Section 7.2.
			 	Replacement of Components. 	11
			 
	 	Section 7.3.
			 	Environmental Matters. 	12
			 
	 	 
	SECTION 8.
			    MODIFICATIONS 	13
			 
	 	 	 	 
	 	Section 8.1.
			 	Required Modifications. 	13
			 
	 	Section 8.2.
			 	Optional Modifications. 	14
			 
	 	Section 8.3.
			 	Title
			 to Modifications. 	14
			 
	 	 
	SECTION 9.
			    NET LEASE 	15
			 
	 	 
	SECTION 10.
			   EVENTS OF LOSS 	16
			 
	 	 
	 	Section 10.1.
			 	Occurrence of Events of Loss. 	16
			 
	 	Section 10.2.
			 	Obligation to Repair or Restore. 	17
			 
	 	Section 10.3.
			 	Termination of the Facility Lease. 	19
			 
	 	Section 10.4.
			 	Application of Payments Not Relating to an Event of Loss.
			 	24
			 


	 
		i
	 

	 

	 
	 

	 

	 	SECTION 11.
			   INSURANCE 	24 
	 	 
	 	Section
			 11.1. 	Property Insurance. 	24
			 
	 	Section 11.2.
			 	Liability Insurance. 	25
			 
	 	Section 11.3.
			 	Provisions With Respect to Insurance. 	25
			 
	 	Section 11.4.
			 	Reports. 	26
			 
	 	Section 11.5.
			 	Additional Insurance. 	26
			 
	 	Section 11.6.
			 	Application of Insurance Proceeds. 	27
			 
	 	 
	SECTION 12.
			   INSPECTION 	27
			 
	 	 
	SECTION 13.
			   TERMINATION OPTION FOR BURDENSOME EVENTS
			 	28
			 
	 	 
	 	Section 13.1.
			 	Election to Terminate. 	28
			 
	 	Section 13.2.
			 	Solicitation of Offers; Payments Upon Termination.
			 	29
			 
	 	Section 13.3.
			 	Procedure for Exercise of Termination Option. 	30
			 
	 	Section 13.4.
			 	Right
			 of Lessor to Retain the Undivided Interest. 	31
			 
	 	Section 13.5.
			 	Certain Conditions to Termination. 	32
			 
	 	Section 13.6.
			 	Revocation of Election to Terminate. 	32
			 
	 	 	 	 
	SECTION 14.
			   TERMINATION DUE TO LESSOR ACTIONS 	32
			 
	 	 	 	 
	 	Section 14.1.
			 	Termination. 	32
			 
	 	Section 14.2.
			 	Solicitation of Offers. 	33
			 
	 	Section 14.3.
			 	Procedure for Exercise of Termination Option. 	35
			 
	 	Section 14.4.
			 	Right
			 of Lessor to Retain the Undivided Interest. 	36
			 
	 	Section 14.5.
			 	Certain Conditions to Termination. 	37
			 
	 	Section 14.6.
			 	Revocation of Election to Terminate. 	37
			 
	 	 
	SECTION 15.
			   LEASE RENEWAL 	37
			 
	 	 
	 	Section 15.1.
			 	Renewal Terms. 	37
			 
	 	Section 15.2.
			 	Fair
			 Market Value Renewal Terms. 	38
			 
	 	Section 15.3.
			 	Renewal Rent and Termination Amounts for Renewal Term.
			 	38
			 
	 	Section 15.4.
			 	Determination of Fair Market Rental Value and Fair Market Sales
			 Value. 	39
			 
	 	 
	SECTION 16.
			   LEASE EVENTS OF DEFAULT 	39
			 
	 	 
	SECTION 17.
			   REMEDIES 	41
			 
	 	 
	 	Section 17.1.
			 	Remedies for Lease Event of Default. 	41
			 
	 	Section 17.2.
			 	Cumulative Remedies. 	44
			 
	 	Section 17.3.
			 	No
			 Delay or Omission to be Construed as Waiver. 	44
			 
	 	 
	SECTION 18.
			   [RESERVED] 	44
			 
	 	 
	SECTION 19.
			   LESSEE’S RIGHT TO SUBLEASE 	44
			 
	 	 
	SECTION 20.
			   LESSOR’S RIGHT TO PERFORM 	45
			 


	 
		ii
	 

	 

	 
	 

	 

	 	SECTION 21.
			   SECURITY FOR LESSOR’S OBLIGATION TO THE
			 INDENTURE TRUSTEE; LEASEHOLD 

			                          
			 MORTGAGE OF LESSEE’S INTEREST IN THE FACILITY LEASE
			 	46 
	 	 
	SECTION 22.
			   MISCELLANEOUS 	46
			 
	 	 
	 	Section
			 22.1. 	Amendments and Waivers. 	46
			 
	 	Section 22.2.
			 	Notices. 	46
			 
	 	Section 22.3.
			 	Survival. 	47
			 
	 	Section 22.4.
			 	Successors and Assigns. 	48
			 
	 	Section 22.5.
			 	Bankruptcy. 	48
			 
	 	Section 22.6.
			 	“True Lease”. 	48
			 
	 	Section 22.7.
			 	Governing Law. 	48
			 
	 	Section 22.8.
			 	Severability. 	48
			 
	 	Section 22.9.
			 	Counterparts. 	49
			 
	 	Section 22.10.
			 	Headings and Table of Contents. 	49
			 
	 	Section 22.11.
			 	Further Assurances. 	49
			 
	 	Section 22.12.
			 	Effectiveness. 	49
			 
	 	Section 22.13.
			 	Separate Legal Obligation. 	49
			 
	 	Section 22.14.
			 	Measuring Life, etc. 	49
			 
	 	Section 22.15.
			 	Limitation of Liability. 	49
			 
	 	Section 22.16.
			 	Entire Agreement. 	50
			 
	 	 	 	 
	SCHEDULES:	 
	 	 	 	 
	 	Schedule 1-A	Rent
			 Payment	 
	 	Schedule 1-B	Allocated
			 Rent	 
	 	Schedule 1-C	Section 467 Loan Principal Balance; Section 467
			 Interest	 
	 	Schedule 2	Termination Amounts	 
	 	Schedule 3	Amounts
			 Used in the Calculation of Special Event Amount	 
	 	Schedule 4	Amounts
			 Used in the Calculation of Termination Amounts and PVRR Amounts	 


	 
		iii
	 

	 

	 
	 

	 

	 
		FACILITY LEASE
		AGREEMENT
	 

	 
		                This FACILITY LEASE AGREEMENT, dated as of
		July 1, 2007 (as amended, supplemented or otherwise modified from time to time
		and in accordance with the provisions hereof, this “Facility
		Lease”), between MANSFIELD 2007 TRUST A, a Delaware statutory trust
		(the “Lessor”), and FIRSTENERGY GENERATION CORP., an Ohio
		corporation (the “Lessee”). 
	 

	 
		WITNESSETH:
	 

	 
		                WHEREAS, the Lessee has sold and
		conveyed the Undivided Interest to the Lessor pursuant to the Bill of Sale,
		provided to the Lessor access to and use of the Ancillary Facilities pursuant
		to the Support Agreement, and leased the Ground Interest to the Lessor pursuant
		to the Site Lease;
	 

	 
		                WHEREAS, the Lessor has purchased
		the Undivided Interest from the Lessee pursuant to the Bill of Sale and leased
		the Ground Interest from the Lessee pursuant to the Site Lease, and desires to
		lease the Undivided Interest and sublease the Ground Interest to the Lessee
		pursuant to this Facility Lease and the Site Sublease, respectively;
	 

	 
		                WHEREAS, the Lessee desires to
		lease the Undivided Interest from the Lessor and sublease the Ground Interest
		from the Lessor pursuant to this Facility Lease and the Site Sublease,
		respectively;
	 

	 
		                WHEREAS, the Facility, as more
		particularly described in Exhibit A to the Participation Agreement, is
		located on the Facility Site; and
	 

	 
		                WHEREAS, the Facility does not
		include the Facility Site, the Ancillary Facilities, or any part thereof, and
		no part of the Facility Site or the Ancillary Facilities is being leased to the
		Lessee under this Facility Lease;
	 

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

	 
		SECTION 1.
		          DEFINITIONS
	 

	 
		                Capitalized terms used in this Facility
		Lease, including the recitals, and not otherwise defined herein shall have the
		respective meanings set forth in Appendix A to the Participation
		Agreement, dated as of June 26, 2007 (the “Participation
		Agreement”), among the Lessee, FirstEnergy Solutions Corp., as
		Guarantor, the Lessor, U.S. Bank Trust National Association, as Trust Company,
		Hillbrook Corp., as Owner Participant, The Bank of New York Trust Company,
		N.A., not in its individual capacity, except as expressly provided therein, but
		solely as Indenture Trustee, and The Bank of New York Trust Company, N.A., not
		in its individual capacity, except as expressly provided therein, but solely as
		Pass Through Trustee. The Rules of Interpretation set forth in
		Appendix A to the Participation Agreement shall apply to the terms
		used in and the interpretation of this Facility Lease.
	 

	 
		
	 

	 

	 
	 

	 

	 
		SECTION 2.
		          LEASE OF THE
		UNDIVIDED INTEREST
	 

	 
		Section
		2.1.          
		Lease.    The Lessor hereby leases the
		Undivided Interest, upon the terms and conditions set forth herein, to the
		Lessee, and the Lessee hereby leases the Undivided Interest, upon the terms and
		conditions set forth herein, from the Lessor, for the Basic Term and, subject
		to the Lessee’s exercise of its renewal option or options as provided in
		Section 15, one or more Renewal Terms.
	 

	 
		Section
		2.2.           Personal
		Property; No Merger.  It is the express intention of
		the Lessor and the Lessee that title to the Undivided Interest and every
		portion thereof is severed, and shall be and remain severed from title to the
		real estate constituting the Facility Site. The Lessor and Lessee intend that
		the Undivided Interest shall constitute and be characterized as personal
		property to the maximum extent permitted by Applicable Law. Notwithstanding the
		foregoing, if any Component or Modification shall nevertheless be deemed to be
		real property, then this Lease shall be deemed to be two separate Leases, one
		for the Undivided Interest in that portion of the Components and Modifications
		as shall be deemed to constitute and be characterized as real property, and one
		for the Undivided Interest in the remainder of the Components and
		Modifications. Lessor and Lessee agree, confirm and acknowledge that
		Lessee’s leasehold interest in the Undivided Interest pursuant to this
		Facility Lease and Lessee’s fee ownership of the Facility Site are not
		intended to merge under any circumstance, but to remain separate. 
	 

	 
		SECTION 3.
		          LEASE TERM AND
		RENT
	 

	 
		Section
		3.1.           Basic
		Term.  The
		basic term of this Facility Lease (the “Basic Term”) shall
		commence on the Closing Date and shall terminate at 11:59 p.m. (New York
		City time) on June 13, 2040; subject to earlier termination pursuant to
		Section 10, 13, 14 or 17 hereof.
	 

	 
		Section
		3.2.          
		Rent.
	 

	 
		                (a)           The
		Lessee hereby agrees to pay to the Lessor rent (“Basic Rent”)
		for the lease of the Facility during the Basic Term on each Rent Payment Date
		in an amount equal to the Purchase Price multiplied by the percentage of the
		Purchase Price specified in Schedule 1-A for such Rent Payment Date. All
		Basic Rent payable pursuant to this Section 3.2 shall be payable in
		the manner set forth in Section 3.5 and shall be adjusted from time
		to time in accordance with Section 3.4. Renewal Rent shall be paid
		in accordance with Section 15.3 hereof. The terms “Basic
		Rent”, “Renewal Rent” and “Periodic Rent” are intended
		to constitute “fixed rent” (as such term is defined in Treasury
		Regulations Section 1.467-1(h)(3)).
	 

	 
		                (b)           The
		Basic Rent allocated to each period specified on Schedule 1-B (a “Rent
		Payment Period”) for the use by the Lessee of the Undivided Interest
		shall be the amount set forth in Schedule 1-B hereof (the
		“Allocated Rent”). Notwithstanding that Periodic Rent is
		payable in accordance with Section 3.2(a), the Allocated Rent
		calculated pursuant to this Section 3.2(b) shall represent and be
		the amount of Periodic Rent for which the Lessee becomes liable for U.S.
		federal income Tax purposes on account of the use of the Undivided Interest for
		each calendar year included in whole or in part in the Lease Term. The
		Allocated Rent is intended to constitute a specific allocation of fixed rent
		within the meaning of Treasury
		Regulations Section 1.467-1(c)(2)(ii)(A)(1) and (2).
	 

	 
		2
	 

	 

	 
	 

	 

	 
		                (c)           It
		is the belief and intention of the Lessor and the Lessee that (i) the
		Facility Lease does not constitute a “disqualified leaseback or long-term
		agreement” within the meaning of Section 467(b)(4) of the Code and
		Treasury Regulations Section 1.467-3(b) and (ii) the Facility
		Lease provides “adequate interest on fixed rents” by reason of
		providing for stated interest at a fixed rate of 5.60% per annum (a rate not
		lower than the applicable Federal rate) within the meaning of Treasury
		Regulations Section 1.467-2(b). Accordingly, the fixed rent for each
		Rent Payment Period will be the Allocated Rent. The Allocated Rent shall be
		adjusted from time to time in accordance with Section 3.4. Each of
		the Lessor and the Lessee hereby agree that for U.S. federal, state and local
		income tax purposes, it will treat the Allocated Rent for each Rent Payment
		Period as the proper amount of rent to be accrued and, in the case of the
		Lessor, included in gross income and, in the case of the Lessee, deducted from
		gross income. 
	 

	 
		                (d)           Because
		there is a difference from time to time during the Lease Term between the
		amount of fixed rent payable on the first day of a Rent Payment Period and the
		amount of fixed rent that is accrued as of that day under
		clause (c) (as provided in the applicable Treasury Regulations),
		for U.S. federal, state and local income tax purposes, there will be a loan
		which is deemed to be created under Section 467 of the Code and the
		Treasury Regulations thereunder (“Section 467 Loan”)
		between the Lessor and the Lessee. The amount of such Section 467 Loan on
		each Rent Payment Date (the “467 Loan Principal Balance”), and
		the amount of interest as determined under Section 467 of the Code and the
		Treasury Regulations thereunder (“Section 467 Interest”)
		accrued in respect of such Loan during each Rent Payment Period, shall be the
		amounts set forth in Schedule 1-C hereto as adjusted from time to
		time in accordance with Section 3.4. Each of the Lessor and the
		Lessee hereby agrees that for U.S. federal, state and local income tax
		purposes, (i) it will treat the Section 467 Loan as a loan, (ii) if
		the 467 Loan Principal Balance is negative within the meaning of Treasury
		Regulations Section 1.467-4(a), such 467 Loan Principal Balance (the
		“Lessor 467 Loan Principal Balance”) shall be treated as a
		loan from the Lessee to the Lessor and (iii) if the 467 Loan Principal
		Balance is positive within the meaning of Treasury
		Regulations Section 1.467-4(a), such 467 Loan Principal Balance (the
		“Lessee 467 Loan Principal Balance”) shall be treated as a
		loan from the Lessor to the Lessee. In any Rent Payment Period in which there
		is a Lessor 467 Loan Principal Balance, the Lessor shall accrue and deduct
		interest expense, and the Lessee shall accrue and take into income interest
		income, in each case in an amount equal to the amount set forth for such Rent
		Payment Period on Schedule 1-C (the “Lessor 467 Loan
		Interest”) and in any Rent Payment Period in which there is a Lessee
		467 Loan Principal Balance, the Lessor shall accrue and take into income the
		interest income and the Lessee shall accrue and deduct interest expense, in
		each case in an amount equal to the amount set forth for such Rent Payment
		Period on Schedule 1-C (the “Lessee 467 Loan
		Interest”), as adjusted from time to time in accordance with
		Section 3.4. In no event shall any principal or interest on any
		Section 467 Loan be separately payable as such, it being agreed and understood
		that these items represent characterizations for income tax purposes only and
		that all Section 467 Loan principal and interest is already included as
		part of or as an offset to the Basic Rent, PVRR Amounts and Termination Amounts
		set forth on Schedule 1-A and Schedule 2, as
		applicable, and no additional amount is payable and no further adjustment shall
		be made to reflect any principal or interest on any Section 467 Loan.
	 

	 
		Section
		3.3.           Supplemental
		Rent.  The
		Lessee also agrees to pay, on an After-Tax Basis (except with respect to the
		Termination Amount), to the Lessor, or to any other Person entitled thereto as
		expressly provided herein or in any other Operative Document, as appropriate,
		any and 
	 

	 
		3
	 

	 

	 
	 

	 

	 
		all Supplemental Rent,
		promptly as the same shall become due and owing, or where no due date is
		specified, promptly after demand by the Person entitled thereto, and in the
		event of any failure on the part of the Lessee to pay any Supplemental Rent,
		the Lessor shall have all rights, powers and remedies provided for herein or by
		law or equity or otherwise for the failure to pay Periodic Rent. The Lessee
		agrees to pay, on an After-Tax Basis, as Supplemental Rent, when due any and
		all Special Event Amounts. The Lessee will also pay as Supplemental Rent, to
		the extent permitted by Applicable Law, an amount equal to interest at the
		applicable Overdue Rate (computed on the basis of a 360-day year of twelve
		30-day months) on any part of any payment of Periodic Rent not paid when due
		for any period for which the same shall be overdue and on any Supplemental Rent
		not paid when due (whether on demand or otherwise) for the period from such due
		date until the same shall be paid. All Supplemental Rent to be paid pursuant to
		this Section 3.3 shall be payable in the manner set forth in
		Section 3.5.
	 

	 
		Section
		3.4.           Adjustment
		of Periodic Rent, Termination Amounts and Other Amounts.
	 

	 
		                (a)           The
		amounts shown on the schedules hereto as Periodic Rent, Allocated Rent, Lessor
		467 Loan Principal Balance, Lessee 467 Loan Principal Balance, Lessor 467 Loan
		Interest, Lessee 467 Loan Interest, Termination Amounts and the amounts shown
		in Schedule 3 and Schedule 4 hereof (collectively, the
		“Rent Factors”) shall be adjusted, either upwards or
		downwards, in the amounts agreed by the Lessee and Owner Participant in
		connection with the issuance of any Additional Notes pursuant to
		Section 2.12 of the Indenture in connection with (i) a refinancing
		of the Notes pursuant to Section 11.2 of the Participation
		Agreement, or (ii) the financing of Modifications to the Facility pursuant
		to Section 11.1 of the Participation Agreement. The Rent Factors
		will also be adjusted in the manner specified in Section 3.4(c) in the
		event of any change in the interest rate on the Notes in connection with a
		Non-Registration Event. 
	 

	 
		                (b)           Anything
		herein or in any other Operative Document to the contrary notwithstanding,
		Basic Rent payable on any Rent Payment Date hereunder, whether or not adjusted
		in accordance with this Section 3.4, shall be in an amount at least
		sufficient to pay in full the scheduled payments required to be made in respect
		of principal of, and all accrued and unpaid interest, on the Notes due and
		payable on such Rent Payment Date. Anything herein or in any other Operative
		Document to the contrary notwithstanding, Termination Amounts and PVRR Amounts
		payable on any date under this Facility Lease, whether or not adjusted in
		accordance with this Section 3.4, shall be in an amount at least
		sufficient to pay the amount in Column 1 of Schedule 4 hereof
		corresponding to such date. 
	 

	 
		                (c)           Any
		adjustment pursuant to the first sentence of Section 3.4(a) shall
		be computed by the Owner Participant on the same basis that was used or
		referred to in calculating the Basic Rent and the Termination Amounts and the
		amounts shown in Schedule 3 and Schedule 4 hereof, subject to the
		mutual agreement of the Owner Participant and the Lessee. Any adjustment to the
		Rent Factors pursuant to the last sentence of Section 3.4(a) will be
		calculated by the Owner Participant so as to preserve the Owner
		Participant’s Net Economic Return without altering the credit profile such
		that the Termination Amount as set forth in Schedule 2 on any
		Termination Date while the Notes are outstanding shall not increase by more
		than 1% of the Purchase Price, provided, however, that each adjustment
		of Basic Rent, Allocated Rent, Lessor 467 Loan Principal Balance, Lessee 467
		Loan Principal Balance, Lessor 467 Loan Interest and Lessee 467 
	 

	 
		4
	 

	 

	 
	 

	 

	 
		Loan Interest shall comply
		with the requirements of Revenue Procedure 2001-28, as modified and as in
		effect at the time of such adjustment, and Section 467 of the Code and any
		proposed, temporary or final regulations thereunder as in effect at the time of
		such adjustment, and shall not cause the Facility Lease to be a
		“disqualified leaseback or long-term agreement” within the meaning of
		Section 467 of the Code and any such regulations thereunder. 
	 

	 
		                (d)           If
		an adjustment is made pursuant to Section 3.4, the provisions of
		Section 3.2(a) through (d) and the Schedules referred to
		therein and attached to this Facility Lease and Schedule 3 and
		Schedule 4 hereof shall be modified to reflect such adjustments and the
		application of Section 467 of the Code and the Treasury Regulations
		thereunder to such adjustments. 
	 

	 
		Section
		3.5.           Manner of
		Payments.  All Rent (whether Basic Rent,
		Renewal Rent or Supplemental Rent) shall be paid by the Lessee in lawful
		currency of the United States of America in immediately available funds to the
		recipient not later than 11:00 a.m. (New York City time) on the date due.
		If any Rent is due on a day which is not a Business Day, payment thereof shall
		be made on the next succeeding Business Day with the same effect as if made on
		the date on which such payment was due. All Rent payable to the Lessor (other
		than Excepted Payments) shall be paid by the Lessee to the Lessor at its
		account specified on Schedule 1-A, or to such other place as the
		Lessor shall notify the Lessee in writing; provided, however, that so
		long as the Lien of the Indenture has not been discharged, the Lessor hereby
		irrevocably directs (it being agreed and understood that such direction shall
		be deemed to have been revoked after the Notes shall have been paid in full and
		the Lien of the Indenture shall have been fully discharged in accordance with
		its terms), and the Lessee agrees, that all payments of Rent (other than
		Excepted Payments) payable to the Lessor shall be paid by wire transfer
		directly to the Indenture Trustee’s Account or to such other place as the
		Indenture Trustee shall notify the Lessee in writing pursuant to the
		Participation Agreement. Payments constituting Excepted Payments shall be made
		to the Person entitled thereto at the address for such Person set forth in the
		Participation Agreement, or to such other place as such Person shall notify the
		Lessee in writing.
	 

	 
		SECTION 4.
		          DISCLAIMER OF
		WARRANTIES; RIGHT OF QUIET ENJOYMENT
	 

	 
		Section
		4.1.           Disclaimer of
		Warranties.
	 

	 
		                (a)           Without
		waiving any claim the Lessee may have against any manufacturer, vendor or
		contractor, THE LESSEE ACKNOWLEDGES AND AGREES, SOLELY FOR THE BENEFIT OF THE
		LESSOR AND THE OWNER PARTICIPANT, THAT (i) THE FACILITY AND EACH COMPONENT
		THEREOF ARE OF A SIZE, DESIGN, CAPACITY AND MANUFACTURE ACCEPTABLE TO THE
		LESSEE, (ii) THE LESSEE IS SATISFIED THAT THE FACILITY AND EACH COMPONENT
		THEREOF ARE SUITABLE FOR THEIR RESPECTIVE PURPOSES, (iii) NEITHER THE
		LESSOR NOR THE OWNER PARTICIPANT IS A MANUFACTURER OR A DEALER IN PROPERTY OF
		SUCH KIND, (iv) THE UNDIVIDED INTEREST IS LEASED HEREUNDER TO THE EXTENT
		PROVIDED HEREBY FOR THE BASIC TERM AND THE RENEWAL TERMS, IF ANY, SPECIFIED
		HEREIN SUBJECT TO ALL APPLICABLE LAWS NOW IN EFFECT OR HEREAFTER ADOPTED,
		INCLUDING, WITHOUT LIMITATION, (A) ZONING REGULATIONS, (B) ENVIRONMENTAL LAWS
		OR (C) BUILDING RESTRICTIONS, AND IN THE STATE AND CONDITION OF EVERY PART
		THEREOF WHEN THE SAME FIRST BECAME SUBJECT 
	 

	 
		5
	 

	 

	 
	 

	 

	 
		TO THIS FACILITY LEASE WITHOUT
		REPRESENTATION OR WARRANTY OF ANY KIND BY THE LESSOR OR THE OWNER PARTICIPANT,
		EXCEPT AS EXPRESSLY PROVIDED IN THE OPERATIVE DOCUMENTS WITH RESPECT TO
		LESSOR’S LIENS AND OWNER PARTICIPANT’S LIENS, RESPECTIVELY, AND (v)
		THE LESSOR LEASES FOR THE BASIC TERM AND THE RENEWAL TERMS, IF ANY, SPECIFIED
		HEREIN AND THE LESSEE TAKES THE UNDIVIDED INTEREST UNDER THIS FACILITY LEASE
		“AS-IS”, “WHERE-IS” AND “WITH ALL FAULTS”, AND
		THE LESSEE ACKNOWLEDGES THAT NEITHER THE LESSOR NOR THE OWNER PARTICIPANT MAKES
		NOR SHALL BE DEEMED TO HAVE MADE, AND EACH EXPRESSLY DISCLAIMS, ANY AND ALL
		RIGHTS, CLAIMS, WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, AS TO
		THE VALUE, CONDITION, FITNESS FOR ANY PARTICULAR PURPOSE, DESIGN, OPERATION OR
		MERCHANTABILITY THEREOF OR AS TO THE TITLE OF THE FACILITY, THE QUALITY OF
		THE MATERIAL OR WORKMANSHIP THEREOF OR CONFORMITY THEREOF TO SPECIFICATIONS,
		FREEDOM FROM PATENT, COPYRIGHT OR TRADEMARK INFRINGEMENT, THE ABSENCE OF ANY
		LATENT OR OTHER DEFECT, WHETHER OR NOT DISCOVERABLE, OR AS TO THE ABSENCE OF
		ANY OBLIGATIONS BASED ON STRICT LIABILITY IN TORT OR ANY OTHER EXPRESS OR
		IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT THERETO, except that
		the Lessor represents and warrants that on the Closing Date, the Undivided
		Interest will be free of Lessor’s Liens. It is agreed that all such risks,
		as between the Lessor and the Owner Participant on the one hand and the Lessee
		on the other hand are to be borne by the Lessee with respect to acts,
		occurrences or omissions during the Lease Term. Neither the Lessor nor the
		Owner Participant shall have any responsibility or liability to the Lessee or
		any other Person with respect to any of the following: (1) any liability,
		loss or damage caused or alleged to be caused directly or indirectly by the
		Facility or any Component or by any inadequacy thereof or deficiency or defect
		therein or by any other circumstances in connection therewith; (2) the use,
		operation or performance of the Facility or any Component or any risks relating
		thereto; or (3) the delivery, operation, servicing, maintenance, repair,
		improvement or replacement of the Facility or any Component. The provisions of
		this Paragraph (a) of this Section 4.1 have been negotiated
		and, except to the extent otherwise expressly stated in any Operative Document,
		the foregoing provisions are intended to be a complete exclusion and negation
		of any representations or warranties of the Lessor or the Owner Participant,
		express or implied, with respect to the Facility, any Components or the
		Undivided Interest that may arise pursuant to any Applicable Law now or
		hereafter in effect, or otherwise.
	 

	 
		                (b)           During
		the Lease Term, so long as no Lease Event of Default shall have occurred and be
		continuing, the Lessor hereby appoints irrevocably and constitutes the Lessee
		its agent and attorney-in-fact, coupled with an interest, to assert and
		enforce, from time to time, in the name and for the account of the Lessor and
		the Lessee, as their interests may appear, but in all cases at the sole cost
		and expense of the Lessee, whatever claims and rights the Lessor may have in
		respect of the Facility, the Undivided Interest or any Component against any
		manufacturer, vendor or contractor, or under any express or implied warranties
		relating to the Facility, the Undivided Interest or any Component.
		Notwithstanding the foregoing, none of the powers or rights conferred upon the
		Lessee in this Section 4.1 may be exercised by the Lessee, and the
		Lessor shall be entitled to assert and enforce such powers and rights, if at
		such time a Lease Event of Default shall have occurred and be
		continuing.
	 

	 
		6
	 

	 

	 
	 

	 

	 
		Section
		4.2.           Quiet
		Enjoyment.  The Lessor agrees that,
		notwithstanding any provision of any other Operative Document, so long as no
		Lease Event of Default shall have occurred and be continuing and the Lessor (or
		the Indenture Trustee (as assignee of the Lessor)) has not commenced the
		exercise of its remedies set forth in Section 17 that it may have
		as a result thereof, none of the Lessor, the Owner Participant, or any of
		either of their respective Affiliates or Related Parties, shall take or cause
		to be taken any action or direct that any action be taken that would interfere
		with or interrupt the quiet enjoyment of the use, operation and possession by
		the Lessee of its rights and interests in the Undivided Interest subject to the
		terms of this Facility Lease. 
	 

	 
		SECTION 5.
		          RETURN OF THE
		UNDIVIDED INTEREST 
	 

	 
		Section
		5.1.          
		Return.   Unless the Undivided Interest is
		being transferred to the Lessee pursuant to Section 10, 13
		or 14 of this Facility Lease or is otherwise transferred to or acquired
		by the Lessee pursuant to any Operative Document, the Lessee, at its own
		expense, shall return the Undivided Interest (together with all Required
		Modifications and non-Severable Modifications, and books and records relating
		to the Undivided Interest, title to each of which shall vest in the Lessor or
		its designee, transferee or assignee) to the Lessor or any designee, transferee
		or assignee of the Lessor at the expiration of the Lease Term (or earlier than
		such date if required pursuant to the provisions of this Facility Lease) (the
		“Date of Return”) by surrendering the Undivided Interest into
		the possession of the Lessor or such designee, transferee or assignee at the
		location of the Facility on the Facility Site.
	 

	 
		Section
		5.2.           Condition Upon
		Return.  On
		the Date of Return, the Lessee agrees that the following conditions (the
		“Return Conditions”) shall be satisfied (unless waived by the
		Lessor), whereupon this Facility Lease shall terminate:
	 

	 
		                (a)           the
		Undivided Interest shall be returned to the Lessor free and clear of all Liens
		(other than Permitted Liens of the type described in clauses (a) (but
		only in respect of taxes attributable to periods following the Date of Return),
		(d), (e), (f) or (g) of the definition thereof) and
		the Facility and the Ancillary Facilities shall be in good working order and
		maintained in accordance with the standards required under
		Section 7 hereof as of and on the date returned;
	 

	 
		                (b)           the
		Lessee shall deliver to the Lessor any manuals, books, records and contracts
		necessary or commercially advisable for the use of the Facility(except to the
		extent that such manuals, books, records or contracts relate to other
		facilities owned or operated by the Lessee and cannot be copied;
		provided that in the event that such manuals, books, records or
		contracts relate to another such facility and cannot be copied, such manuals,
		books, records and contracts are otherwise freely available to the Lessor
		pursuant to the terms of the Support Agreement or through other arrangements
		satisfactory to the Owner Participant); 
	 

	 
		                (c)           the
		Facility shall have at least the capability and the functional ability to
		generate electricity, on a continuous basis in normal commercial operating
		conditions, substantially at the rating for which it was designed (i) after
		taking into account normal performance degradation as a function of (A) time,
		(B) ordinary wear and tear and (C) all Required Modifications to the Facility
		made in accordance with this Facility Lease, and (ii) without derogation of the
		provisions of Section 7.1 or 7.3, in compliance with all
		Environmental Laws, Permits, the 
	 

	 
		7
	 

	 

	 
	 

	 

	 
		Consent Decree and any other
		administrative or judicial orders, agreements or decrees by, with or of any
		Governmental Entity;
	 

	 
		                (d)           the
		Lessee shall cooperate with, and assist, the Lessor with all reasonable
		requests of Lessor for the purposes of enabling the Lessor, to the extent
		permitted by Applicable Law, to obtain all environmental credits, benefits,
		offsets and allowances (including emission allowances under either Title IV of
		the Federal Clean Air Act (42 U.S.C. § 7401 et seq.), any
		applicable emission budget programs or any other state, regional or federal
		emission trading program) available under Environmental Laws and attributable
		to the Undivided Interest on a prospective basis at the Lessor’s
		expense;
	 

	 
		                (e)           the
		Lessee shall, to the extent permitted by Applicable Law, reasonably cooperate
		with, and assist, the Lessor (including cooperating with all reasonable
		requests of the Owner Participant, the Lessor or its designee, transferee or
		assignee) to enable the Lessor or its designee, transferee or assignee to
		obtain, by assignment or otherwise, or to become a co-permittee in respect of,
		to the extent permitted by the provisions of such Permits, an undivided
		interest equal to the Lessor’s Percentage in all Permits of any
		Governmental Entities, and all filings with and authorizations from the Midwest
		Independent System Operator or any applicable regional transmission
		organization or independent system operator, in each case that are or will be
		required as of the Date of Return by Applicable Law or are otherwise necessary
		or advisable to be obtained by Owner Participant, the Lessor or its designee,
		transferee or assignee in connection with its use, ownership, operation and
		maintenance of the Undivided Interest, the Ground Interest and the Ancillary
		Facilities Interest on or after such Return Date. Each party shall be
		responsible for its own costs and expenses in connection with the activities
		contemplated by this Section 5.2(e); 
	 

	 
		                (f)            the
		Lessee, at the request of the Lessor, shall sell to the Lessor or its designee,
		transferee or assignee at the then fair market value thereof, determined by
		agreement between the Lessee and the Lessor or, absent such agreement, by an
		appraisal (the fees and expenses to be for the account of the Lessee) conducted
		according to the Appraisal Procedure, an undivided interest equal to the
		Lessor’s Percentage in (i) the Lessee’s right, title and interest in
		and to any or all Severable Modifications made to the Facility that are owned
		by the Lessee, and (ii) any and all supplies, spare parts, consumables, safety
		equipment, and other parts or materials that are on the Facility Site;
		and
	 

	 
		                (g)           the
		Lessee shall deliver to the Lessor and the Owner Participant a report of a
		Phase I Environmental Survey of the Facility and the Facility Site and, if as a
		result of such survey, facts are revealed that would reasonably necessitate a
		report of a Phase II Environmental Survey, a Phase II Environmental Survey, not
		later than 12 months prior to the Date of Return or, in connection with a
		return other than pursuant to Section 5.1, not later than the date such
		Undivided Interest is returned. The Phase I Environmental Survey shall evaluate
		the environmental condition of and the presence or absence of any Environmental
		Conditions at the Facility and the Facility Site following, at a minimum, the
		ASTM Standard Practice – Phase I Environmental Site Assessment Process,
		and include an audit of the compliance of the Facility and Facility Site with
		applicable Environmental Laws, Permits, the Consent Decree and any other
		administrative or judicial orders, agreements or decrees by, with or of any
		Governmental Entity. The surveys shall be conducted and prepared by a reputable
		and nationally recognized 
	 

	 
		8
	 

	 

	 
	 

	 

	 
		environmental consulting firm
		(selected by the Lessee and reasonably acceptable to the Owner Participant) and
		be in form and scope reasonably satisfactory to the Owner Participant. The
		Phase I Environmental Survey and, if necessary, the Phase II Environmental
		Survey, shall be completed not more than ninety (90) days prior to the
		date the reports of the surveys are provided to the Lessor and Owner
		Participant. The cost and expense of preparing and providing such surveys shall
		be for the account of the Lessee. If, as a result of either such survey, any
		action (including, any cleaning, investigation, abatement, correction, removal
		or remediation) is required in order that the Facility and the Facility Site
		are in compliance with applicable Environmental Laws, Permits, the Consent
		Decree and any other administrative or judicial orders, agreements or decrees
		by, with or of any Governmental Entity, and the Return Conditions, the Lessee
		shall, at its own expense, (i) provide the Owner Participant and, so long as
		the Notes are outstanding and the Lien of the Indenture shall not have been
		discharged, the Indenture Trustee, within 90 days after the Lessee has
		delivered, or caused to be delivered, to the Lessor the surveys, with a plan,
		reasonably satisfactory to the Owner Participant and, if applicable, the
		Indenture Trustee, detailing actions required for the Facility and the Facility
		Site to be returned in compliance with the Return Conditions and applicable
		Environmental Laws, Permits, the Consent Decree and any other administrative or
		judicial orders, agreements or decrees by, with or of any Governmental Entity,
		and (ii) complete all actions under the plan as promptly as is reasonably
		practicable and without materially adversely affecting the continued operation
		of the Facility. The actions referred to in this Section 5.2(g) shall be
		completed prior to the expiration of the Basic Term or any then existing
		Renewal Term or early termination thereof, as applicable, in compliance with
		Environmental Laws, Permits, the Consent Decree and any other administrative or
		judicial orders, agreements or decrees by, with or of any Governmental Entity;
		provided, however, if any such action cannot reasonably be completed
		prior to the expiration or early termination of such Lease Term, and if
		continued operation of the Facility would not reasonably be expected to result
		in strict liability being imposed upon the Lessor, the Owner Participant, the
		OP Guarantor or the Lessee, and if the Guarantor, on the Date of Return,
		is rated not less than Investment Grade, then the Lessee shall complete such
		action as promptly thereafter as is reasonably practicable during the period of
		such action following the end of such Lease Term, and provided, further
		that any such action shall be completed no later than twelve months after the
		Date of Return. Neither the provision of the surveys contemplated by this
		Section 5.2(g), nor any other provision of this Section 5.2(g),
		shall alter the obligations of any party to the Operative Documents, including
		those set forth in Sections 5 and 9.1 of the Participation
		Agreement. The obligations of the Lessee set forth in this Section
		5.2(g) shall survive the termination of this Facility Lease and the
		expiration of the applicable Lease Term.
	 

	 
		                Nothing herein contained shall obligate
		the Lessor to remove the Facility or the Ancillary Facilities or any portion
		thereof from the Facility Site. Failure to satisfy the conditions for the
		return of the Undivided Interest, the Ground Interest and the Ancillary
		Facilities Interest set forth above shall constitute a Lease Event of Default.
		The Site Lease, Support Agreement and the Ancillary Facilities Lease shall not
		terminate solely as a result of a return of the Undivided Interest pursuant to
		this Section 5, but shall continue and the Lessee shall continue to be
		obligated under such agreements, as applicable, in accordance with their
		respective terms.
	 

	 
		Section
		5.3.          
		Expenses.  Except as otherwise indicated in this
		Section 5, the Lessee shall pay or reimburse, or cause to be paid or
		reimbursed, on an After Tax Basis, on demand, all reasonable and documented
		costs and expenses incurred by the Lessor or the Owner Participant in 
	 

	 
		9
	 

	 

	 
	 

	 

	 
		connection with any return
		contemplated by this Section 5, provided, however, that such
		expenses shall not be required to be paid in connection with any return with
		respect to which the Lessee is required to pay the PVRR Amount. 
	 

	 
		SECTION 6.
		          LIENS.
	 

	 
		                During the Lease Term, the Lessee will
		not, directly or indirectly, create, incur, assume or suffer to exist (and will
		promptly, at its own cost and expense, remove and indemnify the other
		Transaction Parties in respect of) any Lessee Liens, except for Permitted
		Liens.
	 

	 
		SECTION 7.
		          MAINTENANCE;
		REPLACEMENTS OF COMPONENTS 
	 

	 
		Section
		7.1.          
		Maintenance.  The Lessee shall, at its own cost and
		expense, including, without limitation, through the exercise of all of its
		rights, powers, elections and options under the Operating Agreement, cause (a)
		the Facility and the Ancillary Facilities to be maintained such that the
		Facility and the Ancillary Facilities may be operated (i) in accordance
		with Prudent Industry Practice; (ii) in compliance with all Applicable
		Laws, rules and regulations of any Governmental Entity having jurisdiction,
		including the Consent Decree, any other administrative or judicial orders,
		agreements or decrees by, with or of any Governmental Entity, Permits and
		Environmental Laws; (iii) in accordance with the terms of all insurance
		policies required to be maintained under this Facility Lease and the Operating
		Agreement; (iv) without discriminating against the Facility solely because
		the Undivided Interest is leased to and not owned by the Lessee; and (v) in
		accordance with such operating standards as shall be required to take advantage
		of and enforce all available warranties and consistent with the recommendations
		of the manufacturers, except that in the case of clause (a)(ii)
		(other than in respect of the Consent Decree) to the extent any failure to do
		so would not reasonably be expected to result in a Material Adverse Effect and
		the conditions described in the last paragraph of this Section 7.1
		are complied with and (b) to be made all repairs, renewals, replacements,
		betterments and improvements to the Facility and the Ancillary Facilities, all
		as in the reasonable good faith judgment of the Lessee may be necessary or
		commercially advisable so that the Facility and the Ancillary Facilities may be
		operated in accordance with its intended purpose, in each case consistent with
		(x) clauses (i) through (v)  above, (y) the terms and
		conditions set forth in the Operating Agreement, as the same may be amended
		from time to time as provided in the Support Agreement and (z) the
		estimated remaining economic useful life of the Facility as set forth in the
		Engineering Report and Closing Appraisal (it being understood and agreed that
		the timing of such repairs, renewals, replacements, betterments and
		improvements shall be in the sole discretion of the Lessee). Subject to the
		foregoing, the determination of the appropriate course of action in maintenance
		will be within the sole discretion of the Lessee, and the Lessee shall not be
		required to consult with the Owner Participant or the Lessor with regard
		thereto.
	 

	 
		                The Lessee shall not be required to comply
		with clause (a)(ii) of this Section 7.1 so long as
		(a) it is contesting the application thereof in good faith and through
		appropriate proceedings, (b) there is no material risk of the imposition
		of any sanction on any of the Lessor, the Owner Participant or, if applicable,
		OP Guarantor, or (so long as the Notes are outstanding and the Lien of the
		Indenture has not been discharged) the Indenture Trustee as a result of such
		non-compliance, (c) there is no material risk that such non-compliance
		would subject the Lessor, the Owner Participant or, if applicable, the OP
		Guarantor or (so long as the Notes are outstanding 
	 

	 
		10
	 

	 

	 
	 

	 

	 
		and the Lien of the Indenture
		has not been discharged) the Indenture Trustee to material civil liability,
		(d) there is no material risk that such non-compliance would subject the
		Lessor, the Owner Participant or, if applicable, the OP Guarantor or (so long
		as the Notes are outstanding and the Lien of the Indenture has not been
		discharged) the Indenture Trustee to criminal liability and (e) there is
		no material risk of foreclosure, sale, forfeiture or loss of, or imposition of
		a Lien, other than a Permitted Lien, on, any part of the Undivided Interest,
		the Ground Interest or the Ancillary Facilities Interest or the impairment of
		the use, operation or maintenance of the Undivided Interest, the Ground
		Interest or the Ancillary Facilities Interest in any material respect or any
		material adverse effect on the right, title and interest of the Lessor, the
		Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes
		are outstanding and the Lien of the Indenture has not been discharged) the
		Indenture Trustee in or to the Undivided Interest, the Ground Interest or the
		Ancillary Facilities Interest or the coverage under the provisions of any
		insurance policy required to be carried pursuant to this Facility Lease or the
		Operating Agreement. 
	 

	 
		Section
		7.2.           Replacement of
		Components.  In the ordinary course of maintenance,
		service, repair or testing, the Lessee, at its own cost and expense, may remove
		or cause to be removed from the Facility or the Ancillary Facilities any
		Component; provided, however, that the Lessee shall (x) cause such
		Component to be replaced as soon as commercially practicable by a replacement
		Component which shall be free and clear of all Liens (except Permitted Liens)
		and shall be in as good operating condition as the Component replaced,
		assuming such replaced Component was maintained in accordance with the terms of
		this Facility Lease, and (y) cause such replacement to be performed in a
		manner that does not diminish the current or residual value, utility or
		remaining economic useful life of the Facility or the Ancillary Facilities by
		more than a de minimis amount (as measured immediately prior to such
		replacement, assuming the Facility and the Ancillary Facilities are, at such
		time, in the condition required by the terms of this Facility Lease) or cause
		the Facility to become “limited use” property within the meaning of
		Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev. Proc. 2001-29, 2001-19 I.R.B.
		1160 (each such replacement Component being herein referred to as a
		“Replacement Component”). An undivided interest equal to the
		Lessor’s Percentage in each Component at any time removed from the
		Facility shall remain subject to this Facility Lease, wherever located, until
		such time as such Component shall be replaced by a Replacement Component which
		has been incorporated in the Facility and which meets the requirements for
		Replacement Components specified above. Immediately upon any Replacement
		Component becoming incorporated in the Facility or the Ancillary Facilities,
		without further act (and at no cost to the Lessor and with no adjustment to the
		Purchase Price or Rent Factors), (a) the replaced Component shall no
		longer be subject to this Facility Lease or the Lien of the Indenture,
		(b) title to the Lessor’s undivided interest equal to the
		Lessor’s Percentage in the removed Component (or, in the case of a
		Component of the Ancillary Facilities, the Lessor’s leasehold interest in
		such Component) shall thereupon vest in the Lessee or such other Person as
		shall be designated by the Lessee, free and clear of all rights of the Lessor
		and the Indenture Trustee, and (c) title to an undivided interest equal to
		the Lessor’s Percentage in the Replacement Component (or, in the case of a
		Replacement Component in respect of the Ancillary Facilities, an applicable
		undivided leasehold interest in such Replacement Component) shall thereupon
		vest with the Lessor and such undivided interest shall (i) become subject
		to this Facility Lease and, so long as the Lien of the Indenture shall not have
		been terminated or discharged, the Lien of the Indenture, and (ii) be
		deemed a part of the Facility and the Undivided Interest or the Ancillary
		Facilities and the Ancillary Facilities Interest, as the 
	 

	 
		11
	 

	 

	 
	 

	 

	 
		case may be, for all purposes
		of this Facility Lease. Notwithstanding anything in this
		Section 7.2 or elsewhere in this Facility Lease to the contrary, if
		the Lessee has determined that a Component is surplus or obsolete, it shall
		have the right to remove such Component without replacing it; provided, that no
		such Component may be so removed without being replaced if such removal would
		diminish by more than a de minimis amount (as measured immediately prior
		to such removal, assuming the Facility and the Ancillary Facilities are, at
		such time, in the condition required by the terms of this Facility Lease) the
		current or residual value, the utility or the remaining economic useful life of
		the Facility as a whole or cause the Facility to become “limited use”
		property within the meaning of Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev.
		Proc. 2001-29, 2001-19 I.R.B. 1160.
	 

	 
		Section
		7.3.          
		Environmental Matters.  The Lessee will, at its own
		expense:
	 

	 
		                (a)           comply
		with all Environmental Laws applicable to the Facility, the Ancillary
		Facilities or the Facility Site, including without limitation the Consent
		Decree, any other administrative or judicial orders, agreements or decrees by,
		with or of any Governmental Entity, except where such non-compliance would
		not reasonably be expected to have a Material Adverse Effect or give rise to
		any (1) material risk of foreclosure, sale, forfeiture or loss of, or
		imposition of a Lien on, the Facility, the Undivided Interest or the Facility
		Site or the impairment of the use, operation or maintenance of the Facility or
		the Facility Site in any material respect, (2) risk of criminal or material
		civil liability being incurred by the Lessor, the Owner Participant or, if
		applicable, the OP Guarantor, or (so long as the Notes are outstanding and the
		Lien of the Indenture has not been discharged) the Indenture Trustee or the
		Pass Through Trustee or any of their respective Affiliates, or (3) material
		risk of any material adverse effect on the interests of the Lessor, the Owner
		Participant or, if applicable, the OP Guarantor, or (so long as the Notes are
		outstanding and the Lien of the Indenture has not been discharged) the
		Indenture Trustee or the Pass Through Trustee (including, without limitation,
		subjecting any such Person to regulation as a public utility under any
		Applicable Law);
	 

	 
		                (b)           obtain
		and maintain in full force and effect and timely apply for the renewal of all
		necessary Permits required under any applicable Environmental Law in connection
		with the use, operation and maintenance of the Facility, the Ancillary
		Facilities and the Facility Site and operate the Facility and the Ancillary
		Facilities in compliance with such Permits, except where any failure to
		obtain, maintain, renew or comply with such Permits would not reasonably be
		expected to have a Material Adverse Effect or give rise to any (1) material
		risk of foreclosure, sale, forfeiture or loss of, or imposition of a Lien on,
		the Facility, the Undivided Interest, the Ancillary Facilities or the Facility
		Site or the impairment of the use, operation or maintenance of the Facility,
		the Ancillary Facilities or the Facility Site in any material respect, (2) risk
		of criminal or material civil liability being incurred by the Lessor, the Owner
		Participant or, if applicable, the OP Guarantor, or (so long as the Notes are
		outstanding and the Lien of the Indenture has not been discharged) the
		Indenture Trustee or the Pass Through Trustee or any of their respective
		Affiliates, or (3) material risk of any material adverse effect on the
		interests of the Lessor, the Owner Participant or, if applicable, the OP
		Guarantor, or (so long as the Notes are outstanding and the Lien of the
		Indenture has not been discharged) the Indenture Trustee or the Pass Through
		Trustee (including, without limitation, subjecting any such Person to
		regulation as a public utility under any Applicable Law);
	 

	 
		12
	 

	 

	 
	 

	 

	 
		                (c)           conduct
		and complete, at no cost and expense to the Owner Participant or the Lessor,
		any investigation, study, sampling, monitoring and testing and undertake any
		cleanup, removal, remediation, correction, mitigation, response or other action
		required by a Governmental Entity, the Consent Decree, any other administrative
		or judicial orders, agreements or decrees by, with or of any Governmental
		Entity or any Permits, or otherwise required under any applicable
		Environmental Law to abate, correct, remove and clean up any Environmental
		Condition at or affecting the Facility, the Ancillary Facilities or the
		Facility Site; and
	 

	 
		                (d)           as
		soon as possible and in any event within thirty Business Days of the Lessee
		obtaining Actual Knowledge thereof, provide the Lessor with notice of any
		pending or threatened material Environmental Claim involving the Facility, the
		Ancillary Facilities or the Facility Site that would reasonably be
		expected to have a Material Adverse Effect on the Lessee or give rise to any
		(1) material risk of foreclosure, sale, forfeiture or loss of, or imposition of
		a Lien on, the Facility, the Ancillary Facilities, the Undivided Interest
		or the Facility Site or the impairment of the use, operation or maintenance of
		the Facility, the Ancillary Facilities or the Facility Site in any
		material respect, (2) risk of criminal or material civil liability being
		incurred by the Lessor, the Owner Participant or the OP Guarantor, or (so long
		as the Notes are outstanding and the Lien of the Indenture has not been
		discharged) the Indenture Trustee or the Pass Through Trustee or any of their
		respective Affiliates, or (3) material risk of any material adverse effect on
		the interests of the Lessor, the Owner Participant or the OP Guarantor, or (so
		long as the Notes are outstanding and the Lien of the Indenture has not been
		discharged) the Indenture Trustee or the Pass Through Trustee or any of their
		respective Affiliates (including, without limitation, subjecting any such
		Person to regulation as a public utility under any Applicable Law).
	 

	 
		SECTION 8.
		          MODIFICATIONS
	 

	 
		Section
		8.1.           Required
		Modifications.  The Lessee, at its own cost
		and expense, shall make or cause to be made all Modifications
		and modifications to the Ancillary Facilities as are required by
		(x) Applicable Law or by any Governmental Entity having jurisdiction,
		(y) any insurance policy required to be maintained by the Lessee under any
		Operative Document, or (z) the terms of any Operative Document (each, a
		“Required Modification”); provided, however,
		that the Lessee may, in good faith and by appropriate proceedings, diligently
		contest the validity or application of any Applicable Law in any reasonable
		manner which does not involve any (a) material risk of the imposition of
		any sanction on the Lessor, the Owner Participant or, if applicable the OP
		Guarantor, or (so long as the Notes are outstanding and the Lien of the
		Indenture has not been discharged) the Indenture Trustee as a result of such
		non-compliance, (b) material risk that such non-compliance would subject
		the Lessor, the Owner Participant or, if applicable, the OP Guarantor, or (so
		long as the Notes are outstanding and the Lien of the Indenture has not been
		discharged) the Indenture Trustee to material civil liability,
		(c) material risk that such non-compliance would subject the Lessor, the
		Owner Participant or, if applicable, the OP Guarantor or (so long as the Notes
		are outstanding and the Lien of the Indenture has not been discharged) the
		Indenture Trustee to criminal liability and (d) material risk of
		foreclosure, sale, forfeiture or loss of, or imposition of a Lien on, any part
		of the Undivided Interest or the impairment of the use, operation or
		maintenance of the Undivided Interest in any material respect or any material
		adverse effect on the right, title and interest of the Lessor, the Owner
		Participant or, if applicable, the OP Guarantor or (so long as the Notes are
		outstanding and the 
	 

	 
		13
	 

	 

	 
	 

	 

	 
		Lien of the Indenture has not
		been discharged) the Indenture Trustee in or to the Undivided Interest or the
		coverage under the provisions of any insurance policy required to be maintained
		pursuant to this Facility Lease; provided further, that no such contest
		may extend beyond the expiration or earlier termination of this Facility Lease.
		
	 

	 
		Section
		8.2.           Optional
		Modifications.  The Lessee at any time may, at
		its own cost and expense, make or cause to be made any Modification as the
		Lessee in good faith considers desirable in the proper conduct of its business
		(any such non-Required Modification being referred to as an “Optional
		Modification”); provided that no Optional Modification shall
		(i) decrease the fair market value, remaining economic useful life or
		utility of the Facility by more than a de minimis amount (as measured
		immediately prior to the making of such Optional Modification, assuming the
		Facility is, at such time, in the condition required by the terms of this
		Facility Lease) below the then current fair market value, remaining economic
		useful life or utility thereof immediately prior to such Optional Modification,
		or (ii) cause the Facility to become “limited use” property,
		within the meaning of Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev. Proc.
		2001-29, 2001-19 I.R.B. 1160.
	 

	 
		Section
		8.3.           Title to
		Modifications.
	 

	 
		                (a)           Required
		and non-Severable Modifications. Title to an undivided interest equal to the
		Lessor’s Percentage in (i) all Required Modifications, and
		(ii) all non-Severable Modifications shall (at no cost to the Lessor and
		with no adjustment to the Purchase Price or, except as expressly provided
		herein, Rent Factors) immediately vest in the Lessor, and such undivided
		interest shall immediately (y) become subject to this Facility Lease and,
		so long as the Lien of the Indenture shall not have been terminated or
		discharged, the Lien of the Indenture, and (z) be deemed part of the
		Facility and the Undivided Interest for all purposes of this Facility Lease.
		The Lessee, at its own cost and expense, shall take such steps as the Lessor
		and, so long as the Lien of the Indenture shall not have been terminated or
		discharged, the Indenture Trustee may reasonably require from time to time to
		confirm that title in such undivided interest has vested in the Lessor and that
		such undivided interest is subject to this Facility Lease and, so long as the
		Lien of the Indenture shall not have been terminated or discharged, the Lien of
		the Indenture. 
	 

	 
		                (b)           Severable
		Modifications. The Lessee shall retain ownership and title to all Optional
		Modifications which are Severable Modifications (other than Severable
		Modifications which are financed by the Lessor pursuant to
		Section 11.1 of the Participation Agreement) and no interest in
		such Severable Modifications shall vest in the Lessor or become subject to this
		Facility Lease or the Lien of the Indenture; provided, however, that
		upon the return of the Undivided Interest to the Lessor pursuant to
		Section 5.1 hereof, the Lessor shall have the right to purchase an
		undivided interest equal to the Lessor’s Percentage of such Severable
		Modifications at their then fair market value in cash paid to the Lessee as of
		and on the Date of Return or if the Lessor does not elect either to purchase
		any such Severable Modification and to the extent that such Severable
		Modification is necessary or commercially advisable for the economic operation
		of the Facility, then, to the same extent, such Severable Modification shall be
		included in and made available to the Lessor through an amendment to the
		Support Agreement. If the Lessor does not elect to either purchase such
		Severable Modifications or the Lessee does not make such Severable
		Modifications available through the Support Agreement (subject to the terms set
		forth 
	 

	 
		14
	 

	 

	 
	 

	 

	 
		in Section 4 of the
		Support Agreement, mutatis mutandis), the Lessee may remove such
		Severable Modifications at the end of the Lease Term. The Lessee shall repair
		any damage to the Facility and the Facility Site caused by such removal, all at
		the Lessee’s cost and expense. If the Lessee shall have failed to remove
		any Optional Modification which is a Severable Modification, or make available
		through the Support Agreement, as above provided prior to the return of the
		Undivided Interest pursuant to Section 5.1, title to an undivided
		interest equal to the Lessor’s Percentage in such Optional Modification
		shall (at no cost to the Lessor, the Owner Participant or, if applicable, the
		OP Guarantor) vest in the Lessor.
	 

	 
		SECTION 9.
		          NET LEASE
	 

	 
		                This Facility Lease is a “net
		lease” and the Lessee’s obligation to pay all Rent payments payable
		hereunder (and all amounts, including the PVRR Amount or Termination Amount, in
		lieu of Periodic Rent following termination of this Facility Lease) shall be
		absolute and unconditional under any and all circumstances and shall not be
		terminated, extinguished, diminished, lost or otherwise impaired by any
		circumstance of any character, including by (a) any setoff, counterclaim,
		recoupment, defense or other right which the Lessee may have against the
		Lessor, the Owner Participant, the OP Guarantor, the Indenture Trustee, the
		Pass Through Trustee or any other Person, including any claim as a result of
		any breach, default or misrepresentation by any of said parties of any covenant
		or provision in this Facility Lease or any other Operative Document,
		(b) any lack or invalidity of title or any defect in the title, condition,
		design, operation, merchantability or fitness for use of the Facility, the
		Ancillary Facilities, the Generating Station, the Undivided Interest, or any
		Component, or any eviction by paramount title or otherwise, or any
		unavailability of the Facility, the Ancillary Facilities, the Facility Site,
		the Undivided Interest, the Ground Interest, any Component or any part of any
		of the foregoing, (c) any loss or destruction of, or damage to, the
		Facility, the Ancillary Facilities, the Undivided Interest, any Component or
		any part of any of the foregoing, or interruption or cessation in the use or
		possession thereof or any part thereof by the Lessee or any sublessee for any
		reason whatsoever and of whatever duration, (d) the condemnation,
		requisitioning, expropriation, seizure or other taking of title to or use of
		the Facility, the Ancillary Facilities, the Generating Station, the Facility
		Site, the Undivided Interest, the Ground Interest, any Component or any part of
		any of the foregoing, by any Governmental Entity or otherwise, (e) the
		invalidity or unenforceability or lack of due authorization or other infirmity
		of this Facility Lease or any other Operative Document, (f) the lack of
		right, power or authority of the Lessor to enter into this Facility Lease or
		any other Operative Document, (g) any ineligibility of the Facility, the
		Ancillary Facilities, the Undivided Interest, or any Component for any
		particular use, whether or not due to any failure of the Lessee to comply with
		any Applicable Law, (h) any event of “force majeure” or any
		frustration of purpose, (i) any legal requirement similar or dissimilar to
		the foregoing, any present or future law to the contrary notwithstanding,
		(j) any insolvency, bankruptcy, reorganization or similar proceeding by or
		against the Lessee or any other Person, (k) any Lien of any Person with
		respect to the Facility, the Ancillary Facilities, the Facility Site, the
		Undivided Interest, the Ground Interest, any Component or any part of any of
		the foregoing, (l) the termination or loss of the Facility, the Ancillary
		Facilities, the Facility Site, the Undivided Interest, the Ground Interest, any
		Component or any part of any of the foregoing, any other lease, sublease,
		right-of-way, easement or other interest in personal or real property upon or
		to which any portion of the Facility or the Ancillary Facilities is located,
		attached or appurtenant or in connection with which any portion of the Facility
		or the Ancillary Facilities is used or otherwise 
	 

	 
		15
	 

	 

	 
	 

	 

	 
		affects or may affect the
		Facility or the Ancillary Facilities or any right thereto, or (m) any
		other cause, whether similar or dissimilar to the foregoing, any present or
		future law notwithstanding, except as expressly set forth herein or in any
		other Operative Document, it being the intention of the parties hereto that all
		Allocated Rent shall continue to accrue and all Periodic Rent (and all amounts,
		including the PVRR Amount and the Termination Amount, in lieu of Periodic Rent
		following termination of this Facility Lease) payable by the Lessee hereunder
		shall continue to be payable in all events in the manner and at the times
		provided for herein. Such Rent (and all amounts, including the PVRR Amount and
		the Termination Amount, in lieu of Periodic Rent following termination of this
		Facility Lease) shall not be subject to any abatement and the accrued payments
		thereof shall not be subject to any setoff or reduction for any reason
		whatsoever, including any present or future claims of the Lessee or any other
		Person against the Lessor or any other Person under this Facility Lease, any
		other Operative Document, or otherwise. To the extent permitted by Applicable
		Law, the Lessee hereby waives any and all rights which it may now have or which
		at any time hereafter may be conferred upon it, by statute or otherwise, to
		terminate, cancel, quit or surrender this Facility Lease with respect to the
		Undivided Interest except in accordance with Section 10, 13
		or 14 hereof. If for any reason whatsoever this Facility Lease shall be
		terminated in whole or in part by operation of law or otherwise, except as
		specifically provided herein, the Lessee nonetheless agrees, to the extent
		permitted by Applicable Law, (x) that Allocated Rent shall continue to accrue
		and (y) to pay to the Lessor an amount equal to each installment of Periodic
		Rent and all Supplemental Rent due and owing at the time such payment would
		have become due and payable in accordance with the terms hereof had this
		Facility Lease not been so terminated. Nothing contained herein shall be
		construed to waive any claim which the Lessee has under the express provisions
		of any of the Operative Documents or otherwise or to limit the right of the
		Lessee to make any claim it has against the Lessor or any other Person or to
		pursue such claim, right or remedy in such manner as the Lessee shall deem
		appropriate.
	 

	 
		SECTION 10.
		        EVENTS OF LOSS
	 

	 
		Section
		10.1.        Occurrence of Events of
		Loss.  Promptly upon becoming aware
		thereof, the Lessee shall notify the Lessor, the Owner Participant and, so long
		as the Lien of the Indenture has not been terminated or discharged, the
		Indenture Trustee and the Pass Through Trustee of the occurrence of an Event of
		Loss or an event which, upon election of the Owner Participant, would result in
		a Regulatory Event of Loss. Unless notice has been received from the Lessee,
		promptly upon becoming aware thereof, the Lessor or the Owner Participant shall
		notify the Lessee and, so long as the Lien of the Indenture has not been
		terminated or discharged, the Indenture Trustee and the Pass Through Trustee of
		the occurrence of an event which upon election of the Owner Participant would
		result in a Regulatory Event of Loss; provided, however, that the
		failure to provide such notice shall not result in any liability with respect
		to the Owner Participant or the Lessor and shall not in any way relieve the
		Lessee of any of its obligations under this Facility Lease, including the
		obligations under this Section 10. The Owner Participant shall promptly
		(but not more than six months) after receiving Actual Knowledge of an event
		which, upon the election of the Owner Participant would result in a Regulatory
		Event of Loss, notify the Lessee and, so long as the Lien of the Indenture has
		not been terminated or discharged, the Indenture Trustee and the Pass Through
		Trustee, of its decision to declare a Regulatory Event of Loss. 
	 

	 
		16
	 

	 

	 
	 

	 

	 
		Section
		10.2.        Obligation to Repair or
		Restore.  Upon the occurrence of an
		Event of Loss described in clause (a) or (b)  of the
		definition of Event of Loss (a “Total Loss”), the Lessee shall
		repair or restore the Facility and seek and obtain all necessary and advisable
		Permits so that the Undivided Interest shall have a current and residual value,
		remaining economic useful life and utility at least equal to that existing
		immediately prior to such Event of Loss, assuming the Facility was in the
		condition and repair required to be maintained by this Facility Lease as of the
		date of the Event of Loss, in accordance with the following conditions and
		procedures: 
	 

	 
		                (a)           The
		Lessee shall cause the repair or restoration of the Facility to commence and
		shall apply for all necessary or advisable Permits to commence construction as
		soon as reasonably practicable after the occurrence of such Event of Loss, but
		not later than 18 months after the occurrence of such Event of Loss, and
		will cause work on such repair or restoration and the acquisition of all such
		Permits to proceed diligently thereafter. In connection with any such repair or
		restoration, the Lessee shall comply with all Applicable Laws, permitting
		requirements and other requirements of any Governmental Entity, the MISO or any
		applicable regional transmission organization or independent system operator
		relevant to such repair or restoration and the Lessee shall be permitted and
		obligated, subject to the other requirements of the first sentence of this
		Section 10.2, to make such Modifications to the Facility as shall be
		necessary to comply with such Applicable Laws and requirements, including, if
		applicable, any requirements to use best available technology or similar
		concepts in respect of electric generating facilities using coal as a
		feedstock. In addition, the Lessee will grant access to such other parts of the
		Generating Station as may be necessary to accommodate the repair and
		restoration of the Facility. As the repair or restoration of the Facility
		progresses, title to an undivided interest equal to the Lessor’s
		Percentage in such repaired or restored Facility shall vest in the Lessor and
		such undivided interest shall become subject to this Facility Lease and, so
		long as the Lien of the Indenture shall not have been terminated or discharged,
		the Lien of the Indenture and be deemed a part of the Undivided Interest, for
		all purposes of this Facility Lease and the other Operative Documents,
		automatically without any further act by any Person.
	 

	 
		                (b)           As
		promptly as practicable after the occurrence of the Total Loss and from time to
		time thereafter at the request of the Lessor (provided that no more than one
		request can be made in any 12-month period), but no later than 18 months after
		the occurrence of such Total Loss, the Lessee shall deliver to the Lessor, the
		Owner Participant and, so long as the Lien of the Indenture has not been
		terminated or discharged, the Indenture Trustee and the Pass Through Trustee a
		report (the “EOL Report”) of an independent engineer selected
		by the Owner Participant and reasonably satisfactory to the Lessee, such report
		to be reasonably satisfactory to the Owner Participant, to the effect that the
		repair or restoration of the Facility as described in this Section 10.2
		is technologically feasible and can reasonably be expected to be completed by
		the Long Stop Date. 
	 

	 
		                (c)           Any
		insurance proceeds received by the Lessee, the Owner Participant, the Lessor or
		the Indenture Trustee as a result of the occurrence of a Total Loss or event
		described in clause (d) of the definition of Event of Loss, in either
		case pursuant to which the Lessee is obligated to repair or restore the
		Facility pursuant to this Section 10 or as set forth in clause
		(d) of the definition of Event of Loss shall, to the extent such proceeds
		apply to or cover the Undivided Interest, be held in an escrow account under
		the terms and conditions set forth in an escrow agreement between the Lessor,
		Lessee and an escrow agent (to be mutually agreed upon by the 
	 

	 
		17
	 

	 

	 
	 

	 

	 
		Lessor and the Lessee,
		provided, that either of Wilmington Trust Company or Wells Fargo Bank,
		N.A. shall be deemed to be an acceptable escrow agent) which agreement shall be
		in a form proposed by the Owner Participant and reasonably acceptable to the
		Lessee and the escrow agent and shall provide, among other things, that the
		funds held in the escrow account shall, subject to receipt by the Lessor and
		the escrow agent of evidence of the costs of such repair or restoration covered
		by the applicable insurance policies, be disbursed to Lessee to permit the
		Lessee to pay such costs and expenses when due or to reimburse the Lessee for
		its payment of any such costs or expenses and that any funds remaining after
		(i) such repair or restoration has been completed, or (ii) the Lessee has
		failed to complete the repair or restoration of the Facility in accordance with
		Sections 10.2 and 10.3 (giving effect to any extensions of time
		for such repair or restoration to be completed as contemplated in this
		Section 10), shall be disbursed to the Lessor, to the extent such
		proceeds apply to or cover the Undivided Interest. 
	 

	 
		                (d)           On
		the date of the completion of the repair or restoration of the Facility (the
		“Restoration Closing Date”), the following documents shall be
		duly authorized, executed and delivered and, if appropriate, filed for
		recordation by the respective party or parties thereto and shall be in full
		force and effect, and an executed counterpart of each shall be delivered to the
		Lessor, the Owner Participant and, so long as the Lien of the Indenture shall
		not have been discharged, the Indenture Trustee: (i) supplements to this
		Facility Lease subjecting an undivided interest equal to the Lessor’s
		Percentage in the repaired or restored Facility to this Facility Lease (with no
		change in the Purchase Price or Rent Factors as a result of such repair or
		restoration), (ii) so long as the Notes are outstanding, supplements to
		the Indenture subjecting such undivided interest in the restored or replaced
		Facility to the Lien of the Indenture, (iii) such recordings and filings,
		as may be reasonably requested by the Owner Participant or the Indenture
		Trustee to be made or filed, (iv) an opinion of counsel to the Lessee,
		such counsel and such opinion to be reasonably satisfactory to the Owner
		Participant and, so long as the Notes are outstanding, the Indenture Trustee,
		to the effect that (x) the supplements to this Facility Lease required by
		clause (i) above constitute effective instruments for subjecting such
		undivided interest in the repaired or restored Facility to this Facility Lease,
		(y) the supplements to the Indenture required by clause (ii) above,
		if any, constitute effective instruments for subjecting such undivided interest
		in the repaired or restored Facility to the Lien of the Indenture and
		(z) all filings and other action necessary to perfect and protect the
		Lessor’s interest in an undivided interest equal to the Lessor’s
		Percentage in the repaired or restored Facility have been accomplished,
		(v) an appraisal by an Independent Appraiser, selected by the Lessor and
		reasonably acceptable to the Lessee, certifying that the Facility as so
		repaired or restored has a current value, residual value, remaining economic
		useful life and utility at least equal to the current value, residual value,
		remaining economic useful life and utility of the Facility (as measured
		immediately prior to such Event of Loss giving rise to such repair or
		restoration (assuming the Facility was in the condition and repair required to
		be maintained by the terms of this Facility Lease)) and such repair or
		restoration has not resulted in the Facility becoming “limited use”
		property within the meaning of Rev. Proc. 2001-28, 2001-19 I.R.B. 1156 or Rev.
		Proc. 2001-29, 2001-19 I.R.B. 1160, (vi) reports by the Engineering
		Consultant and the Environmental Consultant or such other independent engineer
		or environmental consultant reasonably acceptable to the Owner Participant
		certifying that the Facility as so repaired or restored is in a state of repair
		and condition required by this Facility Lease, (vii) a certificate of the
		Lessee certifying as to compliance with this Section 10.2 and that
		no Material Default or Lease Event of Default shall have occurred and be
		continuing as a result of the repair or restoration, and
		(viii) satisfactory 
	 

	 
		18
	 

	 

	 
	 

	 

	 
		evidence as to the compliance
		with Section 11 with respect to the Facility, as so repaired or
		restored. 
	 

	 
		Section
		10.3.        Termination of the Facility
		Lease.
	 

	 
		                (a)           If
		a Total Loss has occurred and (i) the independent engineer has concluded in its
		EOL Report that the repair or restoration of the Facility is not
		technologically feasible or cannot be completed in accordance with the
		requirements of Section 10.2 by the Long Stop Date, then the Lessee
		shall pay to the Lessor, on the next Termination Date occurring at least
		120 days after the Lessee’s receipt of the EOL Report, without
		duplication, (A) the Termination Amount as of such Termination Date and
		(B) all unpaid Periodic Rent due and payable on or before such date
		and all accrued and unpaid Supplemental Rent; provided, however,
		that if such Total Loss did not arise from a Lessee Loss Event, then the
		amount payable pursuant to clause (a)(i)(A) shall instead be the PVRR
		Amount as of such Termination Date; or
	 

	 
		                (ii) the Lessee fails to complete the
		repair or restoration of the Facility and/or to obtain all necessary and
		advisable Permits (in each case in accordance with the requirements of
		Section 10.2) by the Long Stop Date, the Owner Participant may grant the
		Lessee additional time to satisfy the requirements of Section 10.2. If
		the Owner Participant grants the Lessee additional time to satisfy the
		requirements of Section 10.2, the Lessee shall use best efforts to
		satisfy the requirements of Section 10.2 within such extended time
		period. Such extended time period may continue after the Lease Term, in which
		case the Lessee shall continue to be obligated under all Operative Documents
		and the Operating Agreement, but the Lessee shall not be required to pay any
		Basic Rent for any period after the Lease Term by reason of such extension. If
		the Owner Participant does not grant the Lessee additional time to satisfy the
		requirements of Section 10.2, the Owner Participant will provide notice
		(the “Termination Notice”) to the Lessee and, so long as the
		Lien of the Indenture has not been terminated or discharged, the Indenture
		Trustee and the Pass Through Trustee, electing to terminate this Facility
		Lease. Upon receipt of any such Termination Notice, the Lessee’s
		obligation to satisfy the requirements of Section 10.2 shall cease and,
		instead, the Lessee shall pay to the Lessor, on the next Termination Date
		occurring at least 30 days after receipt of the Termination Notice,
		without duplication, (A) the Termination Amount as of such Termination
		Date, provided, that such amount to be paid by the Lessee shall be less
		any insurance proceeds applicable to such Total Loss received and not required
		to be paid into an escrow account pursuant to Section 10.2(c) by the
		Lessor (or the Owner Participant) and (B) all unpaid Periodic Rent due and
		payable on or before such date and all accrued and unpaid Supplemental Rent;
		provided, however, that if such Total Loss did not arise from any Lessee
		Loss Event, then the amount payable pursuant to this Section 10.3(a)(ii)
		shall instead be (Y) the PVRR Amount as of such Termination Date and (Z) all
		unpaid Periodic Rent due and payable on or before such date and all accrued and
		unpaid Supplemental Rent. 
	 

	 
		                Upon the Lessee’s payment of the
		applicable amounts due as set forth in this Section 10.3(a), this
		Facility Lease will terminate pursuant to Section 10.3(f) hereof
		and the Lessee will return the Undivided Interest to the Lessor “as-is and
		where-is”, but otherwise in accordance with Section 5.1 of this
		Facility Lease. All insurance proceeds for any Total Loss, to the extent such
		proceeds apply to or cover the Undivided Interest, shall be paid to, or
		retained by, the Lessor.
	 

	 
		19
	 

	 

	 
	 

	 

	 
		                (b)           If
		an Event of Loss described in clause (c) of the definition of Event
		of Loss shall occur, then, on the next Termination Date occurring at least
		three months after the occurrence of such Event of Loss, or, if earlier, no
		later than one month after receipt of proceeds from a Governmental Entity in
		respect thereof, the Lessee shall pay to the Lessor, without duplication,
		(i) (A) the Termination Amount as of such Termination Date
		provided, that such amount to be paid by the Lessee shall be less any
		proceeds received applicable to such Event of Loss received by the Lessor (or
		the Owner Participant) from a Governmental Entity and (B) all unpaid
		Periodic Rent due and payable on or before such date and all accrued and unpaid
		Supplemental Rent, or (ii) if the Event of Loss did not arise from a
		Lessee Loss Event, (A) the PVRR Amount determined as of such
		Termination Date and (B) all unpaid Periodic Rent due and payable on or
		before such date and all accrued and unpaid Supplemental Rent. Upon the
		Lessee’s payment of the applicable amounts due as set forth in this
		Section 10.3(b), this Facility Lease will terminate pursuant to
		Section 10.3(f) hereof and the Lessee will return the Undivided
		Interest to the Lessor “as-is and where-is” but otherwise in
		accordance with Section 5.1 of this Facility Lease. 
	 

	 
		                (c)           If
		an Event of Loss described in clause (d) of the definition of Event
		of Loss shall occur, the Owner Participant shall provide prompt notice to the
		Lessee whether it (i) grants the Lessee additional time to complete the
		rebuilding or restoration of the Facility, (ii) retains the Undivided
		Interest or (iii) sells the Undivided Interest. If the Owner Participant
		grants the Lessee additional time to complete the rebuilding or restoration of
		the Facility, the Lessee shall continue in good faith to rebuild or restore the
		Facility within such extended time period. Such extended time period may
		continue after the Lease Term and the Lessee shall continue to be obligated
		under all Operative Documents and the Operating Agreement, but the Lessee shall
		not be required to pay any Basic Rent for any period after the Lease Term by
		reason of such extension. If the Owner Participant does not grant the Lessee
		additional time to complete the rebuilding or restoration of the Facility and
		elects to retain the Undivided Interest, it will provide notice to the Lessee
		and, so long as the Lien of the Indenture has not been terminated and
		discharged, the Indenture Trustee and the Pass Through Trustee, electing to
		terminate this Facility Lease. Within 120 days after receipt of such notice,
		the Lessee shall pay to the Lessor all unpaid Periodic Rent due and payable on
		or before such date and all accrued and unpaid Supplemental Rent and shall
		return the Undivided Interest to the Lessor “as-is and where is”, but
		otherwise in accordance with Section 5.1. If the Owner Participant does
		not grant the Lessee additional time to complete the rebuilding or restoration
		of the Facility and elects to sell the Undivided Interest, the Owner
		Participant shall use commercially reasonable efforts to solicit Qualifying
		Cash Bids for the Undivided Interest or the Owner Participant may elect to
		utilize an independent sales agent selected by the Lessee and reasonably
		satisfactory to the Owner Participant to solicit Qualifying Cash Bids for the
		Undivided Interest. The Lessee shall have a right of first refusal (pursuant to
		the terms and conditions set forth in Section 7.6 of the
		Participation Agreement, mutatis mutandis) with respect to any
		Qualifying Cash Bid for the Undivided Interest that the Owner Participant
		intends to accept. Upon the sale of the Undivided Interest to the Lessee or a
		third party (such sale to be concluded and closed as soon as practicable after
		the Owner Participant having made the election to sell the Undivided Interest),
		the Lessor shall be entitled to retain the net cash proceeds of the sale and
		the Lessee shall pay to the Lessor, without duplication, all unpaid Periodic
		Rent due and payable on or before such date and all accrued and unpaid
		Supplemental Rent and an amount, if any, equal to the excess of the
		Termination Amount at that date over the net cash proceeds of the sale,
		whereupon this Facility Lease shall terminate pursuant to Section
		10.3(f) hereof.
	 

	 
		20
	 

	 

	 
	 

	 

	 
		                Notwithstanding the foregoing, if
		(i) the cause of the material partial loss or damage described in
		clause (d) of the definition of Event of Loss did not arise from a
		Lessee Loss Event and (ii) the Lessee has failed to timely obtain all
		Permits required to repair, restore and operate the Facility (collectively, the
		“Replacement Permits”) or, having timely obtained such Replacement
		Permits has failed to complete the rebuilding or restoration of the Facility
		within 36 months thereafter, then the Owner Participant may grant the Lessee
		additional time to complete the rebuilding or restoration of the Facility and
		the Lessee shall continue to use commercially reasonable efforts to rebuild or
		restore the Facility within such extended time period. Such extended time
		period may continue after the Lease Term and the Lessee shall continue to be
		obligated under all Operative Documents and the Operating Agreement, but the
		Lessee shall not be required to pay any Basic Rent for any period after the
		Lease Term by reason of such extension. If the Owner Participant does not grant
		the Lessee additional time to complete the rebuilding or restoration of the
		Facility and elects to sell the Undivided Interest, the Owner Participant shall
		use commercially reasonable efforts to solicit Qualifying Cash Bids for the
		Undivided Interest or the Owner Participant may elect to utilize an independent
		sales agent selected by the Lessee and reasonably satisfactory to the Owner
		Participant to solicit Qualifying Cash Bids for the Undivided Interest. If the
		Owner Participant receives a Qualifying Cash Bid that is greater than or equal
		to the Termination Amount as of the date of such Event of Loss, the Lessee
		shall have a right of first refusal (pursuant to the terms and conditions set
		forth in Section 7.6 of the Participation Agreement, mutatis
		mutandis) with respect to any Qualifying Cash Bid for the Undivided
		Interest that the Owner Participant intends to accept. If the Owner Participant
		does not receive a Qualifying Cash Bid that is greater than or equal to the
		Termination Amount as of the date of such Event of Loss, the Lessee shall not
		have a right of first refusal with respect to any such Qualifying Cash Bid.
		Upon the sale of the Undivided Interest to the Lessee or a third party (such
		sale to be concluded and closed as soon as practicable after the Owner
		Participant having made the election to sell the Undivided Interest), the
		Lessor shall be entitled to retain the net cash proceeds of the sale and the
		Lessee will pay to the Lessor all unpaid Periodic Rent due and payable on or
		before such date and all accrued and unpaid Supplemental Rent and, in the
		case of a sale of the Undivided Interest to a party other than the Lessee, the
		PVRR Amount, whereupon this Facility Lease shall terminate pursuant to
		Section 10.3(f). If the Owner Participant elects not to sell the
		Undivided Interest, the Lessee, within 120 days after receiving notice of the
		Owner Participant’s election to retain the Undivided Interest, shall pay
		to the Lessor all unpaid Periodic Rent due and payable on or before such date
		and all accrued and unpaid Supplemental Rent and return the Undivided Interest
		to the Lessor “as-is and where-is” but otherwise in accordance with
		Section 5.1. 
	 

	 
		                For purposes of the second paragraph of
		this Section 10.3(c), the Replacement Permits shall not be considered to
		have been timely obtained if not so obtained within the period of time
		beginning two years after the date of the occurrence of the material partial
		loss or damage to the Facility any of the following occurs: (i) any relevant
		Governmental Entity indicates that it will not grant a Replacement Permit on
		terms that will allow for the commercially feasible repair or reconstruction
		and operation of the Facility; (ii) the Lessee and any relevant Governmental
		Entity fail to reach agreement on the terms of a Replacement Permit necessary
		to allow for the commercially feasible repair or reconstruction and operation
		of the Facility; or (iii) at the request of the Lessor, an independent
		third-party environmental attorney or environmental consultant, reasonably
		acceptable to Lessee, issues an opinion that any Replacement Permit is not
		
	 

	 
		21
	 

	 

	 
	 

	 

	 
		reasonably likely to be issued
		in a manner that will allow for the commercially feasible repair or
		reconstruction construction and operation of the Facility.
	 

	 
		                (d)           If
		the Owner Participant has provided notice to the Lessee of its election to
		treat an event described in clause (e) of the definition of Event
		of Loss as an Event of Loss and such Event of Loss is due to a change in
		Applicable Law, but did not arise from a Lessee Loss Event, the Owner
		Participant shall provide prompt notice to the Lessee of its further election
		to sell or retain the Undivided Interest. If the Owner Participant elects not
		to sell the Undivided Interest, the Lessee, within 120 days after receiving
		notice of the Owner Participant’s election to retain the Undivided
		Interest, shall pay to the Lessor all unpaid Periodic Rent due and payable on
		or before such date and all accrued and unpaid Supplemental Rent and
		return the Undivided Interest to the Lessor in accordance with Section
		5.1. If the Owner Participant elects to sell the Undivided
		Interest the Owner Participant shall use commercially reasonable efforts
		to solicit Qualifying Cash Bids for the Undivided Interest or the Owner
		Participant may elect to utilize an independent sales agent selected by the
		Lessee and reasonably satisfactory to the Owner Participant to solicit
		Qualifying Cash Bids for the Undivided Interest. If the Owner Participant
		receives a Qualifying Cash Bid that is greater than or equal to the Termination
		Amount as of the date of such Event of Loss, the Lessee shall have a right of
		first refusal (pursuant to the terms and conditions set forth in
		Section 7.6 of the Participation Agreement, mutatis
		mutandis) with respect to any Qualifying Cash Bid for the Undivided
		Interest that the Owner Participant intends to accept. If the Owner Participant
		does not receive a Qualifying Cash Bid that is greater than or equal to the
		Termination Amount as of the date of such Event of Loss, the Lessee shall not
		have a right of first refusal with respect to any such Qualifying Cash Bid.
		Upon the sale of the Undivided Interest to the Lessee or a third party (such
		sale to be concluded and closed as soon as practicable after the Owner
		Participant having made the election to sell the Undivided Interest), the
		Lessor shall be entitled to retain the net cash proceeds of the sale and the
		Lessee will pay to the Lessor the unpaid Periodic Rent due and payable on or
		before such date and all accrued and unpaid Supplemental Rent and, in the
		case of a sale of the Undivided Interest to a party other than the Lessee, the
		PVRR Amount, whereupon this Facility Lease shall terminate pursuant to
		Section 10.3(f). 
	 

	 
		                (e)           If
		the Owner Participant has provided notice to the Lessee of its election to
		treat an event described in clause (e) of the definition of Event
		of Loss, other than an Event of Loss described in Section 10.3(d), as an
		Event of Loss, the Owner Participant shall provide prompt notice to the Lessee
		of its further election to sell or retain the Undivided Interest. If the Owner
		Participant elects not to sell the Undivided Interest, the Lessee, within 120
		days after receiving notice of the Owner Participant’s election to retain
		the Undivided Interest, shall pay to the Lessor all unpaid Periodic Rent due
		and payable on or before such date and all accrued and unpaid Supplemental
		Rent and return the Undivided Interest to the Lessor in accordance with
		Section 5.1. If the Owner Participant elects to sell the Undivided
		Interest, the Owner Participant shall use commercially reasonable efforts to
		solicit Qualifying Cash Bids for the Undivided Interest or the Owner
		Participant may elect to utilize an independent sales agent selected by the
		Lessee and reasonably satisfactory to the Owner Participant to solicit
		Qualifying Cash Bids for the Undivided Interest. The Lessee shall have a right
		of first refusal (pursuant to the terms and conditions set forth in
		Section 7.6 of the Participation Agreement, mutatis
		mutandis) with respect to any Qualifying Cash Bid for the Undivided
		Interest that the Owner Participant intends to accept. Upon the sale of the
		Undivided Interest to the Lessee or a third party (such sale to be 
	 

	 
		22
	 

	 

	 
	 

	 

	 
		concluded and closed as soon
		as practicable after the Owner Participant having made the election to sell the
		Undivided Interest), the Lessor shall be entitled to retain the net cash
		proceeds of the sale and the Lessee will pay to the Lessor, without
		duplication, (i) the unpaid Periodic Rent due and payable on or before
		such date and all accrued and unpaid Supplemental Rent, and (ii) an amount
		equal to the excess, if any, of the Termination Amount on such date over the
		net cash proceeds from the sale, whereupon this Facility Lease shall terminate
		pursuant to Section 10.3(f). 
	 

	 
		                (f)            Concurrently
		with the payment of all sums required to be paid by the Lessee pursuant to this
		Section 10.3 and without prejudice to the terms of Section 5
		hereof, upon a termination of this Facility Lease in accordance with this
		Section 10.3, (i) Periodic Rent and Allocated Rent shall cease to
		accrue, (ii) the Lessee shall cease to have any liability hereunder (it
		being understood and agreed that the Lessee shall continue to be obligated to
		pay Supplemental Rent and perform other obligations (including those under
		Sections 9.1 and 9.2 of the Participation Agreement and the
		Tax Indemnity Agreement) surviving pursuant to the express provisions of any
		Operative Document and the Operating Agreement, and the obligations of the
		Guarantor under the Guaranty shall continue with respect to such Supplemental
		Rent and other surviving obligations of the Lessee), (iii) the Lessor will
		pay all amounts of principal and interest and other amounts owing by it under
		the Notes to the Indenture Trustee pursuant to Section 2.10(a) of
		the Indenture, (iv) this Facility Lease shall terminate and the Lessor
		will, at the Lessee’s cost and expense, execute and deliver to the Lessee
		a release or termination of this Facility Lease, and (v) the Lessor and
		the Indenture Trustee shall discharge the Lien of the Indenture, and execute
		and deliver appropriate releases and other documents or instruments necessary
		to effect the foregoing, all to be prepared, filed and recorded (as
		appropriate) by and at the cost and expense of the Lessee. Furthermore, if the
		Lessee has purchased the Undivided Interest as permitted by
		paragraph (c), (d), or (e)  of this
		Section 10.3, (A) the Site Lease with respect to the Facility
		Site and the Support Agreement with respect to the Ancillary Facilities shall
		terminate and the Lessor will, at the Lessee’s cost and expense, execute
		and deliver to the Lessee evidence of the release or termination of the Site
		Lease in recordable form, and (B) the Lessor shall transfer (by an
		appropriate instrument of transfer in form and substance reasonably
		satisfactory to the Lessor and prepared by and at the expense of the Lessee)
		all of its right, title and interest in and to the Lessor’s Interest to
		the Lessee (or its designee), in each case on an “as is”, “where
		is” and “with all faults” basis, without representations or
		warranties other than a warranty of the Lessor as to the absence of
		Lessor’s Liens and of the Owner Participant as to the absence of Owner
		Participant’s Liens.
	 

	 
		                (g)           Any
		payments with respect to the Undivided Interest received at any time by the
		Lessor or the Lessee or any of their respective Affiliates from any
		Governmental Entity as a result of the occurrence of an Event of Loss described
		in clause (c) of the definition of Event of Loss shall be paid to the
		Lessor. 
	 

	 
		                (h)           Anything
		to the contrary in this Section 10 notwithstanding, the Lessee and
		the Lessor agree (without relieving the Lessor of any liability hereunder)
		that, so long as the Lien of the Indenture shall not have been terminated or
		discharged, no termination of this Facility Lease pursuant to this
		Section 10 shall be effective and the Lessee’s rights and
		obligations under this Facility Lease immediately prior to the termination of
		this Facility Lease in respect of an Event of Loss pursuant to this
		Section 10 shall remain in full force and effect in all respects
		(regardless of whether the Lessor shall elect to retain or sell the
		Lessor’s Interest in connection with such 
	 

	 
		23
	 

	 

	 
	 

	 

	 
		proposed termination) unless
		and until the Lessor shall have paid all outstanding principal and accrued
		interest on the Notes pursuant to this Section 10.3 and all other
		amounts due by Lessor under the Indenture on such proposed date of termination.
		Notwithstanding the foregoing, upon any election by the Lessor to retain, or
		otherwise in the event that the Lessor retains, the Undivided Interest after
		the termination of the Facility Lease it shall be obligated to and shall pay
		all outstanding principal and accrued interest on the Notes pursuant to this
		Section 10.3 and all other amounts due by Lessor under the
		Indenture on such proposed date of termination.
	 

	 
		Section
		10.4.        Application of Payments Not
		Relating to an Event of Loss.
	 

	 
		                (a)           In
		the event that during the Lease Term the use of all or any portion of the
		Undivided Interest, the Facility, the Ground Interest or the Facility Site is
		requisitioned or taken by or pursuant to a request of any Governmental Entity
		under the power of eminent domain or otherwise for a period which does not
		constitute an Event of Loss, the Lessee’s obligation to pay all
		installments of Periodic Rent shall continue for the duration of such
		requisitioning or taking. The Lessee shall be entitled to receive and retain
		for its own account all sums payable for any such period by such Governmental
		Entity as compensation for such requisition or taking of possession.
	 

	 
		                (b)           Any
		insurance proceeds received at any time by the Lessor, the Indenture Trustee or
		the Lessee under any of the insurance policies required to be maintained by the
		Lessee under Section 11 as a result of any damage to the Facility or any
		part thereof which does not constitute an Event of Loss shall be applied in
		accordance with Section 11.6.
	 

	 
		SECTION 11.
		        INSURANCE
	 

	 
		Section
		11.1.        Property
		Insurance.  The Lessee will maintain (or cause
		to be maintained) all-risk property insurance customarily carried by prudent
		operators of coal-fired electric generating facilities of comparable size and
		risk as the Generating Station, and against loss of or damage from such causes
		as are customarily insured against, which includes coverage for the boiler and
		machinery and accidental machinery breakdown. Such all-risk property insurance
		shall contain a limit of not less than $500,000,000 (fully reinstated following
		losses) through a blanket policy covering the Generating Station, the Facility
		and the Ancillary Facilities and shall also contain excess limits of not less
		than $200,000,000 that are specific to the Facility and which become available
		once the $500,000,000 limit is exhausted. In addition, such all-risk property
		insurance shall contain coverage for boiler and machinery and accidental
		machinery breakdown of not less than $200,000,000, subject to a self-insured
		retention or deductible of not more than $10,000,000 per occurrence, and
		sublimits of not less than $200,000,000 for flood, $200,000,000 for earthquake
		and $250,000,000 for terrorism (certified and non-certified); such sublimit to
		be applicable as long as terrorism insurance is available under TRIA or
		successor legislation and otherwise with such limit as the Lessee and the
		Lessor shall agree, provided that in the event the sublimits are reduced
		at any time, the Lessee shall be obligated to fully reinstate unless otherwise
		approved by the Lessor. In the event a determination is made not to rebuild or
		repair the Facility following a covered loss, the maximum depreciation factor
		applying to the ACV adjustment shall not exceed 40%. 
	 

	 
		24
	 

	 

	 
	 

	 

	 
		Section
		11.2.        Liability
		Insurance.  The Lessee will maintain (or cause to be
		maintained) (i) commercial general liability insurance, including contractual
		liability coverage and sudden and accidental pollution liability coverage,
		insuring against claims for bodily injury (including death), property damage,
		personal injury, actions of independent contractors, products and completed
		operations arising out of the ownership, operation, maintenance, condition and
		use of the Facility and the Facility Site, (ii) commercial automobile liability
		insurance arising out of the use of all owned, hired, and non-owned vehicles,
		and (iii) employer’s liability providing statutory benefits in the
		Commonwealth of Pennsylvania, with limits of not less than $50,000,000 per
		occurrence and in the aggregate, subject to a self-insured retention or
		deductible of not more than $10,000,000 per occurrence. The Lessee will
		periodically review the liability insurance maintained by it or on its behalf
		and will, if necessary, revise such coverage and limits (including deductibles)
		in order that the liability insurance maintained by it or on its behalf is
		consistent with that maintained by prudent operators of similar facilities of
		comparable size and risk to the Facility; provided that the Facility Lessee may
		not increase deductibles above or decrease coverage or limits below the
		requirements set forth herein without the written consent of the Lessor. Such
		liability insurance may be purchased either in a single limit or in combination
		with a general and an excess policy.
	 

	 
		Section
		11.3.        Provisions With Respect to
		Insurance. 
	 

	 
		                (a)           With
		respect to the insurance required to be maintained or caused to be maintained
		by the Lessee under this Section 11, the Lessee will
		(i) place, or use commercially reasonable efforts to place in respect of
		insurance that it does not directly place, but for which it has benefit, the
		insurance maintained pursuant to this Section 11 with companies
		having an A.M. Best rating of at least “A-, VIII” or, if not so
		rated, of comparable financial strength, (ii) name the Lessor, the Owner
		Participant, the OP Guarantor, the parent companies of the OP Guarantor, the
		Trust Company and, so long as the Notes are outstanding and the Lien of the
		Indenture has not been discharged, the Indenture Trustee and the Pass Through
		Trustee as additional insureds, as their interests may appear, (iii) cause
		the insurance companies to agree to waive all subrogation rights against, the
		Lessor, the Owner Participant, the OP Guarantor, the parent companies of
		the OP Guarantor, the Trust Company, the Indenture Trustee and the Pass Through
		Trustee, (iv) cause such insurance to be primary (except that excess
		property insurance specific to the Facility will be primary only after the
		benefit of the shared property insurance policy has been exhausted) without
		right of contribution of any other insurance carried by or on behalf of the
		Lessor, the Owner Participant, the OP Guarantor, the parent companies of the OP
		Guarantor, the Trust Company, the Indenture Trustee and the Pass Through
		Trustee with respect to their respective interests in the Facility and the
		Facility Site, and (v) subject to Section 11.6(a), name the
		Indenture Trustee, so long as the Lien of the Indenture has not been
		discharged, and the Lessor, as their interests may appear, as loss payees with
		respect to the property and boiler and machinery insurance, with losses paid
		based upon percentage of loss; provided, however, that any
		policies of insurance specific to the Facility shall have the Indenture
		Trustee, so long as the Lien of the Indenture has not been discharged, and the
		Lessor, as their interests may appear, as loss payees, and any loss proceeds of
		any such policy shall be paid solely to the Lessor in accordance with the
		Lessor’s Percentage. The Lessor and the Owner Participant shall have the
		right to participate in claims covered under any of the policies required to be
		maintained hereunder in the event the loss amount is expected to be in excess
		of $100,000,000 with respect to the interest of the Lessor.
	 

	 
		25
	 

	 

	 
	 

	 

	 
		                (b)           The
		respective interests of the Lessor, the Owner Participant, the OP Guarantor,
		the parent companies of the OP Guarantor, and, so long as the Notes are
		outstanding and the Lien of the Indenture has not been discharged, the
		Indenture Trustee and Pass Through Trustee shall not be invalidated by any act
		or neglect of the Lessee, or any breach or violation by the Lessee of any
		warranties, declarations, requirements or conditions contained in the property
		(including boiler and machinery and accidental machinery breakdown) insurance
		policies or by the use of the Facility for purposes more hazardous than
		permitted by such policies. Additionally, the Lessee will provide that the
		liability insurance policies required to be maintained hereunder shall be
		endorsed to provide that, inasmuch as the policies are written to cover more
		than one insured, all terms, conditions, insuring agreements and endorsements,
		with the exception of limits of liability, shall operate in the manner as if
		there were a separate policy covering each insured. The Lessee shall, at its
		own expense, make or cause to be made all proofs of loss and take all other
		steps necessary to collect the proceeds of the insurance policies required by
		this Section 11.
	 

	 
		                (c)           All
		of the insurance policies required by this Section 11 may cover
		other operations, facilities and properties of the Lessee as long as the limits
		of insurance available to the Facility are not less than the requirements set
		forth herein, with the exception of the $200,000,000 excess all-risk property
		insurance that is specific to the Facility.
	 

	 
		Section
		11.4.        Reports.  On the Closing Date and each anniversary
		thereof, the Lessee shall provide the Lessor, the Owner Participant, the OP
		Guarantor and, so long as the Notes are outstanding and the Lien of the
		Indenture has not been discharged, the Indenture Trustee and the Pass Through
		Trustee with certificates from insurance brokers or carriers to the effect that
		the policies required by this Section 11 are in effect and in the
		case of policies maintained pursuant to Section 11.1 and
		Section 11.2 above, indicating their status as additional insureds
		and loss payees, as the case may be, and a certificate of the Lessee stating
		whether all premiums in respect of such policies are current and stating
		whether such coverage is in compliance with all insurance requirements set
		forth in this Section 11. Such insurance certificates shall provide
		for at least 30 days’ prior written notice (10 days for
		non-payment of premium) to the Lessor, the Owner Participant, the OP Guarantor
		and, so long as the Notes are outstanding and the Lien of the Indenture has not
		been discharged, the Indenture Trustee and the Pass Through Trustee in the
		event of cancellation or non-renewal, by the insurance carriers, of such
		policies and the procedure for payment of insurance proceeds upon the
		occurrence of an Event of Loss as specified in Section 11.6 hereof.
		Promptly upon the (i) occurrence of a material adverse change with respect to
		such policies or (ii) receipt of a notice of cancellation or non-renewal of any
		insurance policy required by this Section 11, the Lessee shall provide
		the Lessor, the Owner Participant, the OP Guarantor and, so long as the Notes
		are outstanding and the Lien of the Indenture has not been discharged, the
		Indenture Trustee and the Pass Through Trustee with notice of such occurrence
		or receipt of such notice, as applicable. The Lessee shall provide the Owner
		Participant with copies of such policies upon request of the Owner
		Participant.
	 

	 
		Section
		11.5.        Additional
		Insurance.  At any time the Lessor (either directly or
		in the name of the Owner Participant, the OP Guarantor or the parent companies
		of the OP Guarantor) and, so long as the Notes are outstanding and the Lien of
		the Indenture has not been discharged, the Indenture Trustee may at its own
		expense and for its own account carry insurance with respect to its interest in
		the Facility, provided that such insurance does not materially interfere
		with the Lessee’s ability to obtain insurance or recover claims from such
		insurance with respect 
	 

	 
		26
	 

	 

	 
	 

	 

	 
		to the Facility described in
		this Section 11. Any insurance payments received from policies
		maintained by the Lessor (either directly or in the name of the Owner
		Participant, the OP Guarantor or the parent companies of the OP Guarantor) or
		Indenture Trustee pursuant to the previous sentence shall be retained by the
		Lessor (either for itself or on behalf of the Owner Participant, the OP
		Guarantor or the parent companies of the OP Guarantor, as applicable) or
		Indenture Trustee, as the case may be, without reducing or otherwise affecting
		the Lessee’s obligations hereunder.
	 

	 
		Section
		11.6.        Application of Insurance
		Proceeds. 
	 

	 
		                (a)           All
		insurance proceeds up to $5,000,000 on account of any damage to, or destruction
		of, the Facility or any part thereof (in each case less the actual costs, fees
		and expenses incurred in the collection thereof), shall be paid to or retained
		by the Lessee for application in repair. If the insurance proceeds on account
		of such damage to, or destruction of, the Facility exceed $5,000,000, or in the
		case of an Event of Loss, then the Lessor’s Percentage of all insurance
		proceeds on account of such damage or destruction to the Facility shall be paid
		to the Lessor or, if the Notes are outstanding and the Lien of the Indenture
		shall not have been discharged, the Indenture Trustee and shall, subject to
		Section 10.2(c), be applied in accordance with Article III of the
		Indenture.
	 

	 
		                (b)           Within
		30 days after receiving Actual Knowledge that an Event of Loss has
		occurred, the Lessee shall notify the insurers under any property insurance
		policy providing coverage for such Event of Loss, the Indenture Trustee so long
		as the Lien of the Indenture shall not have been discharged, and the Lessor of
		the occurrence of such Event of Loss.
	 

	 
		SECTION 12.
		        INSPECTION
	 

	 
		                During the Lease Term, each of the Owner
		Participant, the OP Guarantor, the Lessor, and, so long as the Lien of the
		Indenture shall not have been terminated or discharged, the Indenture Trustee
		and the Pass Through Trustee and each of their respective agents shall have the
		right, at the inspecting party’s sole expense and at their own risk and
		upon adequate and reasonable prior notice, to inspect the Facility and the
		related records with respect to the operation and maintenance thereof in the
		Lessee’s custody or to which the Lessee has access; provided,
		however, that any such inspection will not interfere with the operation or
		maintenance of the Facility, the Facility Site or the conduct by the Lessee of
		its business in any material respect and will be in accordance with the
		Lessee’s and the Operator’s safety and insurance programs and
		procedures. In no event shall the Lessor, the Owner Participant, the Indenture
		Trustee or the Pass Through Trustee have any duty or obligation to make any
		such inspection and such Persons shall not incur any liability or obligation by
		reason of not making any such inspection. Any such party making an inspection
		pursuant to this Section 12 shall maintain the confidentiality of
		any information received as a result of such inspection pursuant to
		Section 14.19 of the Participation Agreement. Notwithstanding any
		of the foregoing, so long as no Lease Event of Default shall have occurred and
		be continuing, no more than one inspection in any 12-month period shall be
		conducted by each of (x) the Owner Participant, the OP Guarantor and the Lessor
		and their representatives, and (y) so long as the Lien of the Indenture shall
		not have been terminated or discharged, the Indenture Trustee and the Pass
		Through Trustee and their representatives (it being understood that the
		inspecting parties shall endeavor to coordinate such inspections among 
	 

	 
		27
	 

	 

	 
	 

	 

	 
		themselves and with the
		inspections of the Other Owner Participants, but in no event shall the Owner
		Participant, OP Guarantor or Lessor conduct separate inspections); provided,
		however, that any such Person may make more than one inspection during the
		last 18 months of the Lease Term unless the Lessee has exercised (or
		provided notice of intent to exercise) its option under Section 15
		to renew this Facility Lease beyond such 18 month period. 
	 

	 
		SECTION 13.
		        TERMINATION OPTION FOR
		BURDENSOME EVENTS 
	 

	 
		Section
		13.1.        Election to
		Terminate.  So long as no Material Default
		or Lease Event of Default shall have occurred and be continuing, the Lessee
		shall have the right, at its option, within 180 days after the Lessee
		first receives notice or has Actual Knowledge of the occurrence of a Burdensome
		Termination Event (as defined below) to deliver notice (a “Burdensome
		Termination Notice”) to the Lessor, the Owner Participant, and, so
		long as the Lien of the Indenture shall not have been terminated or discharged,
		the Indenture Trustee and the Pass Through Trustee, of its decision to
		terminate this Facility Lease together with any and all of the Other Facility
		Leases with respect to the undivided interest held by the Owner Participant or
		its Affiliates on the Termination Date specified in such notice (which
		Termination Date (the “Burdensome Termination Date”), must be
		a date not less than 270 days after the date the Burdensome Termination Notice
		is delivered to Lessor) if (other than primarily as a result of an event or
		condition caused by the Lessee or any Affiliate thereof) any of the following
		events or conditions (each a “Burdensome Termination Event”)
		shall have occurred and be continuing on the Burdensome Termination
		Date:
	 

	 
		                (a)           as
		a result of a change in Applicable Law or interpretation of Applicable Law by a
		court of competent jurisdiction, it shall have become illegal for the Lessee to
		continue this Facility Lease or for the Lessee to make payments under this
		Facility Lease or the other Operative Documents, and the transactions
		contemplated by the Operative Documents cannot be restructured as a leveraged
		lease qualifying for operating lease treatment by the Lessee pursuant to GAAP
		on terms which are not materially less favorable to the Lessee to comply with
		such change in Applicable Law or interpretation thereof in a manner reasonably
		acceptable to the Lessee, the Owner Participant, the Lessor and, so long as the
		Notes are outstanding and the Lien of the Indenture shall not have been
		discharged, the Indenture Trustee and the Pass Through Trustee; or
	 

	 
		                (b)           one
		or more events outside of the control of the Lessee or any of its Affiliates
		shall have occurred that have given, or will or can reasonably be expected to
		give, rise to the incurrence of an indemnity obligation of the Lessee or
		Guarantor under any of the Operative Documents; provided, that
		(i) such indemnity (or the underlying cost or Tax) can be avoided if this
		Facility Lease is terminated and (ii) the amount of such avoided
		indemnification payments would exceed (on a present value basis, discounted at
		the Discount Rate to the Burdensome Termination Date, compounded on a
		semi-annual basis to the Burdensome Termination Date) two percent of the
		Purchase Price; and provided, further, that no such termination option
		shall exist if the applicable Indemnified Party shall waive its right to, or
		the Owner Participant shall arrange, in its sole discretion (it having no
		obligation to do so), for payment of (without reimbursement by the Lessee or
		any Affiliate thereof) amounts of indemnification payments in excess of such
		amount so as to cause such avoided payments, computed in accordance with the
		preceding proviso, not to exceed two percent of the Purchase Price. 
	 

	 
		28
	 

	 

	 
	 

	 

	 
		                No termination of this Facility Lease
		pursuant to this Section 13.1 shall become effective unless the
		conditions set forth in Section 13.5 are satisfied.
	 

	 
		Section
		13.2.        Solicitation of Offers;
		Payments Upon Termination.
	 

	 
		                (a)           The
		Lessee shall, as soon as practicable following the Burdensome Termination
		Notice, appoint an independent sales agent reasonably satisfactory to the Owner
		Participant and cause such sales agent to use commercially reasonable efforts
		to obtain Qualifying Cash Bids. The Lessor shall elect within 180 days of
		receipt of the Burdensome Termination Notice whether to sell or retain the
		Undivided Interest. The Lessor shall provide prompt notice of its election to
		sell or retain the Undivided Interest to the Lessee. If the Lessor has elected
		to sell the Undivided Interest, the Lessee shall then have a right of first
		refusal (pursuant to the terms and conditions set forth in
		Section 7.6 of the Participation Agreement, mutatis
		mutandis) with respect to any Qualifying Cash Bid that the Lessor intends
		to accept. All the proceeds of any such sale shall be for the account of the
		Lessor; provided, that so long as the Lien of the Indenture shall not
		have been terminated or discharged, such amounts (other than Excepted Payments)
		shall be paid directly to the Indenture Trustee. 
	 

	 
		                (b)           If
		the Lessor accepts a Qualifying Cash Bid and the sale of the Undivided Interest
		is consummated on or before the Burdensome Termination Date, or if the Lessee
		has exercised its right of first refusal, then on the Burdensome Termination
		Date, the Lessee shall pay the Lessor, without duplication, (i) the
		amount, if any, by which the Termination Amount determined as of the Burdensome
		Termination Date exceeds the net cash proceeds from the sale, plus (ii) all
		other amounts due and payable by the Lessee under clauses (a),
		(b)  and (c)  of Section 13.3,
		provided, that so long as the Lien of the Indenture shall not have been
		terminated or discharged, such amounts (other than Excepted Payments) shall be
		paid directly to the Indenture Trustee. 
	 

	 
		                (c)           If
		no Qualifying Cash Bid is received by the date that is 90 days prior to the
		Burdensome Termination Date (provided that the sales agent has not
		failed to conduct the bid process diligently and in good faith), then the
		Lessor shall be deemed to have accepted a Qualifying Cash Bid of zero dollars.
		The Lessee shall have a right of first refusal (pursuant to the terms and
		conditions set forth in Section 7.6 of the Participation Agreement,
		mutatis mutandis). If the Lessee exercises its right of first refusal,
		the Lessee shall pay the Lessor, without duplication, (i) the Termination
		Amount plus (ii) all other amounts due and payable by the Lessee under
		clauses (a), (b) and (c) of Section 13.3,
		provided that so long as the Lien of the Indenture shall not have been
		terminated or discharged, such amounts (other than Excepted Payments) shall be
		paid directly to the Indenture Trustee. If the Lessee does not exercise its
		right of first refusal, then the Facility Lease shall continue as if such
		Burdensome Termination Notice had not been given. If the Lessee notifies the
		Lessor that the sales agent has failed to conduct the bid process diligently
		and in good faith, then the new Burdensome Termination Date shall be that date
		that is 120 days after the originally designated Burdensome Termination Date,
		the Lessee shall appoint a new sales agent who shall conduct a subsequent bid
		process and the terms of this Section 13.2 shall apply to such
		subsequent bid process. 
	 

	 
		                (d)           If
		one or more Qualifying Cash Bids is received by the date that is 90 days prior
		to the Burdensome Termination Date (provided that the sales agent has
		not failed to conduct the bid process diligently and in good faith), but the
		Lessor has rejected all such bids, the 
	 

	 
		29
	 

	 

	 
	 

	 

	 
		Burdensome Termination Date
		shall be that date that is 90 days after the originally designated Burdensome
		Termination Date and the Lessee shall cause the sales agent to conduct a
		subsequent bid process to be concluded within 90 days, by which point Lessor
		shall accept a Qualifying Cash Bid which need not be the highest Qualifying
		Cash Bid. If no Qualifying Cash Bids are received in such subsequent bid
		process, then the provisions of Section 13.2(c) (except for the last
		sentence) shall apply. If the Lessee notifies the Lessor that the sales agent
		has failed to conduct the bid process diligently in good faith, then the
		Burdensome Termination Date shall become that date that is 120 days after the
		originally designated Burdensome Termination Date, the Lessee shall appoint a
		new sales agent who shall conduct a subsequent bid process and the terms of
		this Section 13.2 shall apply as if such subsequent bid process were the
		original bid process. 
	 

	 
		                (e)           If
		the Lessor accepts a Qualifying Cash Bid but the sale of the Lessor’s
		Interest is not consummated within 90 days of accepting such bid (provided
		that the Lessor has not failed to negotiate such sale in good faith), then
		the Lessee shall, in its sole discretion, elect whether to (i) grant the Lessor
		additional time to complete the sale of the Lessor’s Interest, or (ii)
		provide a new Burdensome Termination Notice to the Lessor. In such case, the
		provisions of this Section 13 shall apply to such new Burdensome
		Termination Notice (except that the requirement that such Burdensome
		Termination Notice be given within 180 days of the Lessee receiving notice of
		or having Actual Knowledge of the Burdensome Termination Event shall not
		apply).
	 

	 
		Section
		13.3.        Procedure for Exercise of
		Termination Option.
	 

	 
		                (a)           If
		the Lessee shall have exercised its option to terminate this Facility Lease
		under Section 13.1, on the Burdensome Termination Date, the Lessee
		shall pay to the Lessor, without duplication, (i) all Supplemental Rent
		(including, on an After-Tax Basis, all reasonable and documented out-of-pocket
		costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee
		and the Pass Through Trustee associated with the exercise of the Burdensome
		Termination Option and all indemnity amounts not obviated by the termination)
		accrued and unpaid on or prior to such Burdensome Termination Date and
		(ii) any unpaid Basic Rent or Renewal Rent due and payable on or before
		such Burdensome Termination Date. All Rent payments (other than Excepted
		Payments) under Section 13.2 and this Section 13.3
		shall, so long as the Lien of the Indenture shall not have been terminated or
		discharged, be made to the Indenture Trustee. 
	 

	 
		                (b)           Upon
		payment of all sums specified in Section 13.2 and this
		Section 13.3 and without prejudice to the terms of Section 5
		hereof, (i) Periodic Rent and Allocated Rent shall cease to accrue,
		(ii) the Lessee shall cease to have any liability hereunder (it being
		understood and agreed that the Lessee shall continue to be obligated to pay
		Supplemental Rent and other obligations (including those under
		Sections 9.1 and 9.2 of the Participation Agreement and the
		Tax Indemnity Agreement) surviving pursuant to the express provisions of any
		Operative Document, and the obligations of the Guarantor under the Guaranty
		shall continue with respect to such Supplemental Rent and other surviving
		obligations of the Lessee), (iii) the Lessor will pay all amounts of
		principal and interest and other amounts owing by it under the Notes to the
		Indenture Trustee pursuant to Section 2.10(a) of the Indenture,
		(iv) this Facility Lease shall terminate, (v) the Lessor shall, at
		the Lessee’s cost and expense, execute and deliver to the Lessee a release
		or termination of this Facility Lease, (vi) in connection with any sale of
		the 
	 

	 
		30
	 

	 

	 
	 

	 

	 
		Lessor’s Interest
		pursuant to Section 13.2, the Lessor shall transfer (by an
		appropriate instrument of transfer in form and substance reasonably
		satisfactory to the Lessor and prepared by and at the expense of the Lessee)
		all of its right, title and interest in and to the Lessor’s Interest to
		the purchaser on an “as is”, “where is” and “with all
		faults” basis, without representations or warranties other than a warranty
		of the Lessor as to the absence of Lessor’s Liens and a warranty of the
		Owner Participant as to the absence of Owner Participant’s Liens,
		(vii) so long as the Lien of the Indenture has not been discharged or
		terminated, the Lessor shall use all reasonable efforts to cause the Indenture
		Trustee to discharge or terminate such Lien, and (viii) the Lessor shall
		execute and deliver, and shall use all reasonable efforts to cause the
		Indenture Trustee to execute and deliver, appropriate releases and other
		documents or instruments necessary to effect the foregoing, all to be prepared,
		filed and recorded (as appropriate) by and at the cost and expense of the
		Lessee. 
	 

	 
		                (c)           It
		shall be a condition of the termination of this Facility Lease pursuant to this
		Section 13 that the Lessee shall pay all amounts it is obligated to
		pay under Section 13.2 and this Section 13.3. If the
		Lessee fails to consummate the termination option under
		Section 13.1(b) after giving notice of its intention to do so,
		(A) the Facility Lease shall continue, (B) such failure to consummate
		shall not constitute a default under this Facility Lease, and (C) if such
		failure is a consequence of a failure of the Lessee to fulfill its obligations
		under this Section 13, the Lessee will lose its right to terminate
		this Facility Lease pursuant to this Section 13 as a result of such
		event or condition during the remainder of the Lease Term. Whether or not this
		Facility Lease is terminated, the Lessee shall in any event pay, on an
		After-Tax Basis, all reasonable, documented out-of-pocket costs and expenses of
		the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through
		Trustee in connection with the exercise by the Lessee of its right to terminate
		this Facility Lease under this Section 13.
	 

	 
		Section
		13.4.        Right of Lessor to Retain
		the Undivided Interest.
	 

	 
		                (a)           If
		the Lessor elects to retain the Undivided Interest pursuant to this
		Section 13.4, on the Burdensome Termination Date, the Lessee shall
		pay to the Lessor, without duplication, (i) all Supplemental Rent accrued
		and unpaid on or prior to such Burdensome Termination Date (including, on an
		After-Tax Basis, all reasonable and documented out-of-pocket costs and expenses
		of the Lessor, the Owner Participant, the Indenture Trustee, the Pass Through
		Trustee, the Trust Company and the Pass Through Trust Company, and all sales,
		use, value added, transfer, stamp and other similar Taxes associated with the
		exercise of the termination option pursuant to this Section 13.4)
		and (ii) any unpaid Periodic Rent due and payable on or before such
		Burdensome Termination Date and the Periodic Rent due and payable on such
		Burdensome Termination Date, but shall not be required to pay any Termination
		Amount. 
	 

	 
		                (b)           Concurrently
		with the payment of all sums required to be paid pursuant to this
		Section 13.4, (i) Periodic Rent and Allocated Rent shall cease
		to accrue, (ii) the Lessee shall cease to have any liability hereunder (it
		being understood and agreed that the Lessee shall continue to be obligated to
		pay Supplemental Rent and other obligations (including those under
		Sections 9.1 and 9.2 of the Participation Agreement and the
		Tax Indemnity Agreement) surviving pursuant to the express provisions of any
		Operative Document, and the obligations of the Guarantor under the Guaranty
		shall continue with respect to such Supplemental Rent and other surviving
		obligations of the Lessee), (iii) the Lessor will pay all amounts of
		principal and interest 
	 

	 
		31
	 

	 

	 
	 

	 

	 
		and other amounts owing by it
		under the Notes (including any Special Event Amount) to the Indenture Trustee
		pursuant to Section 2.10(a) of the Indenture, (iv) the Lessee
		shall return the Undivided Interest to the Lessor in accordance with
		Section 5.1, and (v) the Lessor shall execute and deliver
		appropriate documents or instruments necessary to effect the foregoing, all to
		be prepared, filed and recorded (if appropriate) by and at the cost and expense
		of the Lessee. 
	 

	 
		                (c)           It
		shall be a condition to the termination of this Facility Lease pursuant to this
		Section 13.4 that the Lessor and the Lessee shall each pay all
		amounts that each is obligated to pay under this Section 13.4. The
		Lessor shall, if it fails to pay any amounts due and payable by it pursuant to
		this Section 13.4, thereafter forfeit the right to exercise its
		retention option pursuant to this Section 13.4 in respect of such
		Burdensome Termination Event; provided, however, that in no event shall
		any failure by the Lessor to pay any such amounts result in a Indenture Event
		of Default or be construed as a waiver by the Lessor of any failure by the
		Lessee to perform any of its obligations contained in this Facility Lease or in
		any other Operative Document. 
	 

	 
		Section
		13.5.        Certain Conditions to
		Termination.  Anything to the contrary in
		this Section 13 notwithstanding, the Lessee and the Lessor agree
		(without relieving the Lessor of any liability hereunder) that, so long as the
		Lien of the Indenture shall not have been terminated or discharged, no
		termination of this Facility Lease pursuant to this Section 13
		shall be effective and the Lessee’s rights and obligations under this
		Facility Lease immediately prior to the election to terminate this Facility
		Lease pursuant to Section 13.1 shall remain in full force and
		effect in all respects (regardless of whether the Lessor shall elect to retain
		or sell the Lessor’s Interest in connection with such proposed
		termination) unless and until the Lessor shall have paid all outstanding
		principal and accrued interest on the Notes pursuant to
		Section 13.3 and all other amounts due by Lessor under the
		Indenture on such proposed date of termination.
	 

	 
		Section
		13.6.        Revocation of Election to
		Terminate.  If the Lessor has not accepted a
		Qualifying Cash Bid, the Lessee may, at its election, but not less than
		90 days prior to the Burdensome Termination Date, revoke its notice of
		termination to the Lessor, the Owner Participant and, so long as the Lien of
		the Indenture shall not have been terminated or discharged, the Indenture
		Trustee and the Pass Through Trustee, in which event this Facility Lease shall
		continue and no Lease Event of Default shall occur as a result of such
		revocation. The Lessee will reimburse, on an After-Tax Basis, the Lessor, the
		Owner Participant, the Indenture Trustee and the Pass Through Trustee for all
		costs and expenses incurred as a result of such notice and revocation of
		termination, and will have the right to reinstitute the termination
		procedures.
	 

	 
		SECTION 14.
		        TERMINATION DUE TO LESSOR
		ACTIONS 
	 

	 
		Section
		14.1.        Termination.  So long as no Material Default or Lease
		Event of Default shall have occurred and be continuing, the Lessee shall have
		the right, at its option, within 180 days after the Lessee first receives
		notice or has Actual Knowledge of the occurrence of an event or condition
		described below in this Section 14.1, to deliver notice (an
		“Owner Breach Termination Notice”) to the Lessor, the Owner
		Participant, and, so long as the Lien of the Indenture shall not have been
		terminated or discharged, the Indenture Trustee and the Pass Through Trustee,
		of its decision to terminate this Facility Lease (which Termination Date (the
		“Owner Breach Termination Date”), must be a date not less than
		270 days after the date the Owner Breach Termination Notice is delivered to
		Lessor) if (other than primarily as a result of an event or 
	 

	 
		32
	 

	 

	 
	 

	 

	 
		condition caused by the Lessee
		or any Affiliate thereof) any of the following shall have occurred and be
		continuing on the Owner Breach Termination Date:
	 

	 
		                (i)            there
		is a material continuing breach by either the Lessor or the Owner Participant
		of its covenants in Section 4.2 hereof or Section 10 of the
		Participation Agreement, which breach remains unremedied for 10 days after
		notice to the Lessor and the Owner Participant and which breach shall
		materially impair the Lessee’s use, possession or enjoyment of the
		Undivided Interest pursuant to such Sections;
	 

	 
		                (ii)           the
		Trust Agreement shall be terminated by the Owner Participant or the trust
		created thereby shall be revoked by the Owner Participant; 
	 

	 
		                (iii)          the
		Owner Participant shall transfer any of the Trust Interest or the Lessor shall
		transfer any of the Undivided Interest in material violation of the transfer
		restrictions of the Operative Documents; or 
	 

	 
		                (iv)          the
		Lessor, acting at the express direction of the Owner Participant, or the Owner
		Participant shall breach any other material covenant of, or representation made
		by, the Lessor or the Owner Participant, as applicable, under the Operative
		Documents which breach remains unremedied for 10 days after notice to the
		Lessor and the Owner Participant and which breach shall (A) materially
		impair the Lessee’s use, possession or enjoyment of the Undivided
		Interest, or (B) give rise to a material risk of sale, loss or forfeiture of
		the Undivided Interest, the Facility or any material related property
		right
	 

	 
		 (it being understood and
		agreed that the Lessee shall not be entitled to exercise the option to
		terminate in respect of the matters referred to in the preceding clauses (i)
		through (iv) if, on or prior to the date the Lessee exercises the same, the
		Owner Participant shall have fully cured the relevant breach and fully
		compensated the Lessee for all damages incurred or reasonably likely to be
		incurred by the Lessee in connection therewith). 
	 

	 
		                If the Lessee does not give an Owner
		Breach Termination Notice within 180 days of the date the Lessee receives
		notice or first has Actual Knowledge of an event or condition described above,
		the Lessee will lose its right to terminate this Facility Lease pursuant to
		this Section 14.1 as a result of such event or condition.
	 

	 
		Section
		14.2.        Solicitation of
		Offers.
	 

	 
		                (a)           The
		Lessee shall, as soon as practicable following the Owner Breach Termination
		Notice, appoint an independent sales agent reasonably satisfactory to the Owner
		Participant and cause such sales agent to use commercially reasonable efforts
		to obtain Qualifying Cash Bids. The Lessor shall elect within 180 days of
		receipt of the Owner Breach Termination Notice whether to sell or retain the
		Undivided Interest. The Lessor shall provide prompt notice of its election to
		sell or retain the Undivided Interest to the Lessee. If the Lessor has elected
		to sell the Undivided Interest, the Lessee shall then have a right of first
		refusal (pursuant to the terms and conditions set forth in
		Section 7.6 of the Participation Agreement, mutatis
		mutandis) with respect to any Qualifying Cash Bid that the Lessor intends
		to accept. All the proceeds of any such sale shall be for the account of the
		Lessor; provided, that so long as the Lien of the Indenture shall not
		
	 

	 
		33
	 

	 

	 
	 

	 

	 
		have been terminated or
		discharged, such amounts (other than Excepted Payments) shall be paid directly
		to the Indenture Trustee. 
	 

	 
		                (b)           If
		the Lessee has failed to exercise its right of first refusal and the Lessor
		accepts a Qualifying Cash Bid, or if the Lessee has exercised its right of
		first refusal, and the sale of the Undivided Interest is consummated, in either
		case, on or before the Owner Breach Termination Date, then on the Owner Breach
		Termination Date, the Lessee shall pay the Lessor, without duplication,
		(i) the amount, if any, by which the Termination Amount determined as of
		the Owner Breach Termination Date exceeds the net cash proceeds from the sale,
		plus (ii) all other amounts due and payable by the Lessee under
		clauses (a), (b)  and (c)  of
		Section 14.3, provided, that so long as the Lien of the
		Indenture shall not have been terminated or discharged, such amounts (other
		than Excepted Payments) shall be paid directly to the Indenture Trustee.
		
	 

	 
		                (c)           If
		no Qualifying Cash Bid is received by the date that is 90 days prior to the
		Owner Breach Termination Date (provided that the sales agent has not
		failed to conduct the bid process diligently and in good faith), then the
		Lessor shall be deemed to have accepted a Qualifying Cash Bid of zero dollars.
		The Lessee shall have a right of first refusal (pursuant to the terms and
		conditions set forth in Section 7.6 of the Participation Agreement,
		mutatis mutandis). If the Lessee exercises its right of first refusal,
		the Lessee shall pay the Lessor, without duplication, (i) the Termination
		Amount plus (ii) all other amounts due and payable by the Lessee under
		clauses (a), (b) and (c) of Section 14.3,
		provided that so long as the Lien of the Indenture shall not have been
		terminated or discharged, such amounts (other than Excepted Payments) shall be
		paid directly to the Indenture Trustee. If the Lessee does not exercise its
		right of first refusal, then the Facility Lease shall continue as if such
		Burdensome Termination Notice had not been given. If the Lessee notifies the
		Lessor that the sales agent has failed to conduct the bid process diligently
		and in good faith, then the new Owner Breach Termination Date shall be that
		date that is 120 days after the originally designated Owner Breach Termination
		Date, the Lessee shall appoint a new sales agent who shall conduct a subsequent
		bid process and the terms of this Section 14.2 shall apply to such
		subsequent bid process. 
	 

	 
		                (d)           If
		one or more Qualifying Cash Bids is received by the date that is 90 days prior
		to the Owner Breach Termination Date (provided that the sales agent has
		not failed to conduct the bid process diligently and in good faith), but the
		Lessor has rejected all such bids, the Owner Breach Termination Date shall be
		that date that is 90 days after the originally designated Owner Breach
		Termination Date and the Lessee shall cause the sales agent to conduct a
		subsequent bid process to be concluded within 90 days, by which point Lessor
		shall accept the a Qualifying Cash Bid which need not be the highest Qualifying
		Cash Bid. If no Qualifying Cash Bids are received in such subsequent bid
		process, then the provisions of Section 14.2(c) (except for the last
		sentence) shall apply. If the Lessee notifies the Lessor that the sales agent
		has failed to conduct the bid process diligently in good faith, then the Owner
		Breach Termination Date shall become that date that is 120 days after the
		originally designated Owner Breach Termination Date, the Lessee shall appoint a
		new sales agent who shall conduct a subsequent bid process and the terms of
		this Section 14.2 shall apply as if such subsequent bid process were the
		original bid process. 
	 

	 
		                (e)           If
		the Lessor accepts a Qualifying Cash Bid but the sale of the Lessor’s
		Interest is not consummated within 90 days of accepting such bid (provided
		that the Lessor has not failed to 
	 

	 
		34
	 

	 

	 
	 

	 

	 
		negotiate such sale in good
		faith), then the Lessee shall, in its sole discretion, elect whether to (i)
		grant the Lessor additional time to complete the sale of the Lessor’s
		Interest, or (ii) provide a new Owner Breach Termination Notice to the Lessor.
		In such case, the provisions of this Section 14 shall apply to such new
		Owner Breach Termination Notice (except that the requirement that such Owner
		Breach Termination Notice be given within 180 days of the Lessee receiving
		notice of or having Actual Knowledge of any event or condition described in
		Section 14.1 shall not apply).
	 

	 
		Section
		14.3.        Procedure for Exercise of
		Termination Option.
	 

	 
		                (a)           If
		the Lessee shall have exercised its option to terminate this Facility Lease
		under Section 14.1, on the Owner Breach Termination Date, the
		Lessee shall pay to the Lessor, without duplication, (i) all Supplemental
		Rent (including, on an After-Tax Basis, all reasonable and documented
		out-of-pocket costs and expenses of the Lessor, the Owner Participant, the
		Indenture Trustee and the Pass Through Trustee associated with the exercise of
		the Owner Breach Termination Option and all indemnity amounts not obviated by
		the termination) accrued and unpaid on or prior to such Owner Breach
		Termination Date and (ii) any unpaid Basic Rent or Renewal Rent due and
		payable on or before such Owner Breach Termination Date. All Rent payments
		(other than Excepted Payments) under Section 14.2 and this
		Section 14.3 shall, so long as the Lien of the Indenture shall not
		have been terminated or discharged, be made to the Indenture Trustee. 
	 

	 
		                (b)           Upon
		payment of all sums specified in Section 14.2 and this
		Section 14.3 and without prejudice to the terms of Section 5
		hereof, (i) Periodic Rent and Allocated Rent shall cease to accrue,
		(ii) the Lessee shall cease to have any liability hereunder (it being
		understood and agreed that the Lessee shall continue to be obligated to pay
		Supplemental Rent and other obligations (including those under
		Sections 9.1 and 9.2 of the Participation Agreement and the
		Tax Indemnity Agreement) surviving pursuant to the express provisions of any
		Operative Document, and the obligations of the Guarantor under the Guaranty
		shall continue with respect to such Supplemental Rent and other surviving
		obligations of the Lessee), (iii) the Lessor will pay all amounts of
		principal and interest and other amounts owing by it under the Notes to the
		Indenture Trustee pursuant to Section 2.10(a) of the Indenture,
		(iv) this Facility Lease shall terminate, (v) the Lessor shall, at
		the Lessee’s cost and expense, execute and deliver to the Lessee a release
		or termination of this Facility Lease, (vi) in connection with any sale of
		the Lessor’s Interest pursuant to Section 14.2, the Lessor
		shall transfer (by an appropriate instrument of transfer in form and substance
		reasonably satisfactory to the Lessor and prepared by and at the expense of the
		Lessee) all of its right, title and interest in and to the Lessor’s
		Interest to the purchaser on an “as is”, “where is” and
		“with all faults” basis, without representations or warranties other
		than a warranty of the Lessor as to the absence of Lessor’s Liens and a
		warranty of the Owner Participant as to the absence of Owner Participant’s
		Liens, (vii) so long as the Lien of the Indenture has not been discharged
		or terminated, the Lessor shall use all reasonable efforts to cause the
		Indenture Trustee to discharge or terminate such Lien, and (viii) the
		Lessor shall execute and deliver, and shall use all reasonable efforts to cause
		the Indenture Trustee to execute and deliver, appropriate releases and other
		documents or instruments necessary to effect the foregoing, all to be prepared,
		filed and recorded (as appropriate) by and at the cost and expense of the
		Lessee. 
	 

	 
		35
	 

	 

	 
	 

	 

	 
		                (c)           It
		shall be a condition of the termination of this Facility Lease pursuant to this
		Section 14 that the Lessee shall pay all amounts it is obligated to
		pay under Section 14.2 and this Section 14.3. If the
		Lessee fails to consummate the termination option under
		Section 14.1 after giving notice of its intention to do so,
		(A) the Facility Lease shall continue, (B) such failure to consummate
		shall not constitute a default under this Facility Lease, and (C) if such
		failure is a consequence of a failure of the Lessee to fulfill its obligations
		under this Section 14, the Lessee will lose its right to terminate
		this Facility Lease pursuant to this Section 14 as a result of such
		event or condition during the remainder of the Lease Term. Whether or not this
		Facility Lease is terminated, the Lessee shall in any event pay, on an
		After-Tax Basis, all reasonable, documented out-of-pocket costs and expenses of
		the Lessor, the Owner Participant, the Indenture Trustee and the Pass Through
		Trustee in connection with the exercise by the Lessee of its right to terminate
		this Facility Lease under this Section 14.
	 

	 
		Section
		14.4.        Right of Lessor to Retain
		the Undivided Interest.
	 

	 
		                (a)           If
		the Lessor elects to retain the Undivided Interest pursuant to this
		Section 14.4, on the Owner Breach Termination Date, the Lessee
		shall pay to the Lessor, without duplication, (i) all Supplemental Rent
		accrued and unpaid on or prior to such Owner Breach Termination Date
		(including, on an After-Tax Basis, all reasonable and documented out-of-pocket
		costs and expenses of the Lessor, the Owner Participant, the Indenture Trustee,
		the Pass Through Trustee, the Trust Company and the Pass Through Trust Company,
		and all sales, use, value added, transfer, stamp and other similar Taxes
		associated with the exercise of the termination option pursuant to this
		Section 14.4) and (ii) any unpaid Periodic Rent due and
		payable on or before such Owner Breach Termination Date and the Periodic Rent
		due and payable on such Owner Breach Termination Date, but shall not be
		required to pay any Termination Amount.
	 

	 
		                (b)           Concurrently
		with the payment of all sums required to be paid pursuant to this
		Section 14.4, (i) Periodic Rent and Allocated Rent shall cease
		to accrue, (ii) the Lessee shall cease to have any liability hereunder (it
		being understood and agreed that the Lessee shall continue to be obligated to
		pay Supplemental Rent and other obligations (including those under
		Sections 9.1 and 9.2 of the Participation Agreement and the
		Tax Indemnity Agreement) surviving pursuant to the express provisions of any
		Operative Document, and the obligations of the Guarantor under the Guaranty
		shall continue with respect to such Supplemental Rent and other surviving
		obligations of the Lessee), (iii) the Lessor will pay all amounts of
		principal and interest and other amounts owing by it under the Notes (including
		any Special Event Amount) to the Indenture Trustee pursuant to
		Section 2.10(a) of the Indenture, (iv) the Lessee shall return
		the Undivided Interest to the Lessor in accordance with
		Section 5.1, and (v) the Lessor shall execute and deliver
		appropriate documents or instruments necessary to effect the foregoing, all to
		be prepared, filed and recorded (if appropriate) by and at the cost and expense
		of the Lessee. 
	 

	 
		                (c)           It
		shall be a condition to the termination of this Facility Lease pursuant to this
		Section 14.4 that the Lessor and the Lessee shall each pay all
		amounts that each is obligated to pay under this Section 14.4. The
		Lessor shall, if it fails to pay any amounts due and payable by it pursuant to
		this Section 14.4, thereafter forfeit the right to exercise its
		retention option pursuant to this Section 14.4; provided,
		however, that in no event shall any failure by the Lessor to pay any such
		amounts result in a Indenture Event of Default or be construed as a waiver by
		the 
	 

	 
		36
	 

	 

	 
	 

	 

	 
		Lessor of any failure by the
		Lessee to perform any of its obligations contained in this Facility Lease or in
		any other Operative Document. 
	 

	 
		Section
		14.5.        Certain Conditions to
		Termination.  Anything to the contrary in
		this Section 14 notwithstanding, the Lessee and the Lessor agree
		(without relieving the Lessor of any liability hereunder) that, so long as the
		Lien of the Indenture shall not have been terminated or discharged, no
		termination of this Facility Lease pursuant to this Section 14
		shall be effective and the Lessee’s rights and obligations under this
		Facility Lease immediately prior to the election to terminate this Facility
		Lease pursuant to Section 14.1 shall remain in full force and
		effect in all respects (regardless of whether the Lessor shall elect to retain
		or sell the Lessor’s Interest in connection with such proposed
		termination) unless and until the Lessor shall have paid all outstanding
		principal and accrued interest on the Notes pursuant to
		Section 14.3 and all other amounts due by Lessor under the
		Indenture on such proposed date of termination.
	 

	 
		Section
		14.6.        Revocation of Election to
		Terminate.  If the Lessor has not accepted a
		Qualifying Cash Bid, the Lessee may, at its election, but not less than
		90 days prior to the Owner Breach Termination Date, revoke its notice of
		termination to the Lessor, the Owner Participant and, so long as the Lien of
		the Indenture shall not have been terminated or discharged, the Indenture
		Trustee and the Pass Through Trustee, in which event this Facility Lease shall
		continue and no Lease Event of Default shall occur as a result of such
		revocation. The Lessee will reimburse, on an After-Tax Basis, the Lessor, the
		Owner Participant, the Indenture Trustee and the Pass Through Trustee for all
		costs and expenses incurred as a result of such notice and revocation of
		termination, and will have the right to reinstitute the termination
		procedures.
	 

	 
		SECTION 15.
		        LEASE RENEWAL
	 

	 
		Section
		15.1.        Renewal Terms.
	 

	 
		                (a)           Not
		earlier than 36 months prior to, but not less than 18 months
		prior to, the expiration of the Basic Term, so long as no Material Default or
		Lease Event of Default shall have occurred and be continuing on the date any
		notice is given pursuant to this Section 15.1(a) and no Material
		Default or Lease Event of Default shall have occurred and be continuing on the
		date the lease renewal proposed pursuant to this Section 15.1(a) is
		to commence, the Lessee may deliver to the Lessor notice of the Lessee’s
		tentative interest in renewing (which, if not withdrawn on or prior to the date
		that is 18 months prior to the expiration of the Basic Term, shall become an
		irrevocable election to renew) this Facility Lease (together with any and all
		Other Facility Leases which are held by or for the benefit of the Owner
		Participant or any of its Affiliates) for a term (the “Limited Renewal
		Term”) commencing on the day following the last day of the Basic Term
		and continuing for a period ending on a date to be specified by the Lessee
		which shall not be later than the earliest of (i) the latest date as of
		which the estimated Fair Market Sales Value of the Undivided Interest (without
		taking into account inflation or deflation subsequent to the Closing Date),
		determined by the Appraisal Procedure (which shall be commenced not earlier
		than 36 months prior to the expiration of the Basic Term), shall
		equal 20% of the Purchase Price and (ii) the date as of which the sum
		of the period of the proposed Limited Renewal Term and the Basic Term shall
		equal the earlier of (A) 75% of the estimated economic useful life of the
		Undivided Interest as measured from the Closing Date and determined by such
		Appraisal Procedure and (B) January 15, 2047.
	 

	 
		37
	 

	 

	 
	 

	 

	 
		                (b)           Not
		earlier than 36 months prior to, but not less than 18 months prior
		to, the expiration of the Limited Renewal Term, so long as no Material Default
		or Lease Event of Default shall have occurred and be continuing on the date any
		notice is given pursuant to this Section 15.1(b) and no Material
		Default or Lease Event of Default shall have occurred and be continuing on the
		date the lease renewal proposed pursuant to this Section 15.1(b) is
		to commence, the Lessee may deliver to the Lessor notice of the Lessee’s
		tentative interest in renewing (which, if not withdrawn on or prior to the date
		that is 18 months prior to the expiration of the Limited Renewal Term, shall
		become an irrevocable election to renew) this Facility Lease (together with any
		and all Other Facility Leases which are held by or for the benefit of the Owner
		Participant or any of its Affiliates) for a term (the “Second Renewal
		Term”) commencing on the day following the last day of the Limited
		Renewal Term and continuing for a period ending on a date to be specified by
		the Lessee which shall not be later than the earliest of (i) the latest
		date as of which the estimated Fair Market Sales Value of the Undivided
		Interest (without taking into account inflation or deflation subsequent to the
		Closing Date), determined by the Appraisal Procedure (which shall be commenced
		not earlier than 36 months prior to the expiration of the Limited
		Renewal Term), shall equal 20% of the Purchase Price and (ii) the
		date as of which the sum of the period of the proposed Second Renewal Term, the
		Limited Renewal Term and the Basic Term shall equal the earlier of (A) 75% of
		the estimated economic useful life of the Undivided Interest as measured from
		the Closing Date and determined by such Appraisal Procedure and
		(B) January 15, 2047. 
	 

	 
		Section
		15.2.        Fair Market Value Renewal
		Terms.  Not earlier than 36 months prior
		to, but not less than 18 months prior to, the expiration of the Basic Term or
		any Renewal Term thereafter, so long as no Material Default or Lease Event of
		Default shall have occurred and be continuing on the date any notice is given
		pursuant to this Section 15.2 and no Material Default or Lease
		Event of Default shall have occurred and be continuing on the date the lease
		renewal proposed pursuant to this Section 15.2 is to commence, the
		Lessee may deliver to the Lessor irrevocable notice of the Lessee’s
		election to renew this Facility Lease (together with any and all Other Facility
		Leases which are held by or for the benefit of the Owner Participant or any of
		its Affiliates) for either a term in which the Renewal Rent will be Fair Market
		Rental Value (such term, a “Fair Market Value Renewal Term”)
		or, in the case of an election to renew at the end of the Limited Renewal Term,
		the Second Renewal Term if the Lessee subsequently provides the notice
		described in Section 15.1(b), in either case commencing on the day
		following the last day of the Basic Term or Renewal Term otherwise expiring and
		extending for no less than two years and no more than five years. 
	 

	 
		Section
		15.3.        Renewal Rent and Termination
		Amounts for Renewal Term.  Renewal Rent shall be paid in arrears on
		each June 1 and December 1 during each Renewal Term. The installment of Renewal
		Rent payable in arrears on each such Rent Payment Date during the Limited
		Renewal Term shall be equal to the lesser of (a) 37.5% of the quotient during
		the first five years after the Basic Term, and 25% of the quotient
		thereafter, obtained by dividing (i) the sum of the actual amounts of
		Basic Rent paid on each Rent Payment Date during the Basic Term (without
		including in such Basic Rent any amount attributable to adjustments to Basic
		Rent pursuant to clause (i) and, unless the applicable
		Modifications were financed with Additional Equity Investments,
		clause (ii) of Section 3.4(a)) by (ii) the number
		of years comprising the Basic Term and (b) the Fair Market Rental Value
		for the Undivided Interest for the Limited Renewal Term. The installment of
		Renewal Rent payable in arrears on each Rent Payment Date during the 
	 

	 
		38
	 

	 

	 
	 

	 

	 
		Second Renewal Term shall be
		equal to the lesser of (A) 37.5% of the quotient during the first five years
		after the Basic Term, and 25% of the quotient thereafter, obtained by
		dividing (1) the sum of the actual amounts of Basic Rent paid on each Rent
		Payment Date during the Basic Term (without including in such Basic Rent any
		amount attributable to adjustments to Basic Rent pursuant to
		clause (i) and, unless the applicable Modifications were financed
		with Additional Equity Investments, clause (ii) of
		Section 3.4(a)) by (2) the number of years comprising the
		Basic Term and (B) the Fair Market Rental Value for the Undivided Interest
		for the Second Renewal Term. The installment of Renewal Rent payable in arrears
		on each Rent Payment Date during a Fair Market Value Renewal Term shall be
		equal to the Fair Market Rental Value for the Undivided Interest determined as
		of the commencement of such Fair Market Value Renewal Term. The Termination
		Amount during any such extended term shall be the Fair Market Sales Value for
		the Undivided Interest determined as of the commencement of such extended term
		without giving effect to any such extension. 
	 

	 
		Section
		15.4.        Determination of Fair Market
		Rental Value and Fair Market Sales Value.  The Fair Market Rental Value of the
		Undivided Interest and the Fair Market Sales Value of the Undivided Interest as
		of the commencement of any Renewal Term shall be determined by agreement of the
		Lessor and the Lessee within six months after receipt by the Lessor of notice
		from the Lessee of its interest in considering a renewal pursuant to
		Section 15.1 or 15.2 (but not more
		than 36 months before the commencement of any such Renewal Term) or,
		if they shall fail to agree within such six month period, shall be determined
		in accordance with the Appraisal Procedure by an Independent Appraiser, the
		fees and expenses of which shall be borne pro rata by the Lessee, the
		Owner Participant and the Other Owner Participants.
	 

	 
		SECTION 16.
		        LEASE EVENTS OF DEFAULT
	 

	 
		                Each of the following events shall
		constitute a “Lease Event of Default” hereunder (whether any such
		event shall be voluntary or involuntary or come about or be effected by
		operation of law or pursuant to or in compliance with any judgment, decree or
		order of any court or any order, rule or regulation of any Governmental Entity
		or otherwise):
	 

	 
		                (a)           the
		Lessee shall fail to make any payment of Basic Rent, Renewal Rent, Termination
		Amount, PVRR Amount or any Special Event Amount after the same shall have
		become due and such failure shall have continued for a period of ten
		days;
	 

	 
		                (b)           the
		Lessee shall fail to make any payment due under any of the Operative Documents
		(except Excepted Payments, unless the Owner Participant shall have declared a
		default with respect thereto) other than those referred to in
		clause (a) after the same shall have become due and such failure
		shall have continued for a period of 30 days after receipt by the
		Lessee of notice of such failure from the Owner Participant, the Lessor, the
		Indenture Trustee or the Pass Through Trustee;
	 

	 
		                (c)           the
		Lessee shall fail to maintain insurance required to be maintained pursuant to
		Section 11;
	 

	 
		                (d)           any
		material representation or warranty made by the Lessee or the Guarantor in the
		Operative Documents (other than a Tax Representation), or in any document or
		certificate 
	 

	 
		39
	 

	 

	 
	 

	 

	 
		delivered by the Lessee or the
		Guarantor in connection therewith or pursuant thereto shall prove to have been
		incorrect in any material respect when made or misleading in any material
		respect when made because of the omission to state a material fact and such
		incorrect or misleading representation is and continues to be material and
		unremedied for a period of 30 days after receipt by the Lessee or the
		Guarantor of notice thereof from the Owner Participant, the Lessor, the
		Indenture Trustee or the Pass Through Trustee; provided, however, that
		if such condition cannot be remedied within such 30-day period, then the
		period within which to remedy such condition shall be extended up to an
		additional 180 days, so long as the Lessee or the Guarantor, as
		applicable, diligently pursues such remedy and such condition is reasonably
		capable of being remedied within such additional 180 day
		period;
	 

	 
		                (e)           the
		Lessee shall fail to perform or observe in any material respect its obligations
		set forth in the Consent Decree or Sections 5, 10.2(a),
		10.2(b) or 10.3(c) hereof or the Lessee or the Guarantor, as
		applicable, shall fail to perform or observe in any material respect its
		obligations set forth in Section 5.1, 5.2, 5.4,
		5.9 or Section 13.1 of the Participation Agreement or the
		Guarantor shall fail to perform or observe in any material respect its
		obligations set forth in Section 3.1, 3.2, 3.3 or
		3.4 of the Guaranty;
	 

	 
		                (f)            failure
		by the Lessee, or the Guarantor where expressly provided, to comply with any
		other material obligation under the Operative Documents or the Operating
		Agreement to be performed or observed by the Lessee or the Guarantor and such
		failure shall continue for a period of 30 days after notice by the
		Lessor or the Indenture Trustee; provided, however, that if such
		condition cannot be remedied within 30 days, then the period within
		which to remedy such condition shall be extended up to an
		additional 180 days (or 365 days once the Notes have been
		paid), so long as the Lessee diligently pursues such remedy and such condition
		is reasonably capable of being remedied within such additional 180-day,
		or 365-day, as applicable, period; and provided, further, that in the case
		of the Lessee’s obligations set forth in clause (a)(ii) of
		Section 7.1 and in clause (x) of
		Section 8.1, if, to the extent and for so long as, a test,
		challenge, appeal or proceeding with respect to or involving any action or
		inaction giving rise to, causing (in whole or in part) or otherwise resulting
		in such non-compliance shall be prosecuted in good faith by the Lessee, the
		failure by the Lessee to comply with such requirement shall not constitute a
		Lease Event of Default if such test, challenge, appeal or proceeding shall not
		involve (i) any material risk of foreclosure, sale, forfeiture or loss of,
		or imposition of a Lien on, any part of the Facility or the impairment of the
		use, operation or maintenance of the Facility in any material respect or any
		material adverse effect on the right, title and interest of the Lessor, the
		Owner Participant or the Indenture Trustee in or to the Undivided Interest or
		the coverage under the provisions of any insurance policy required to be
		carried pursuant to this Facility Lease, or the imposition of any sanction or
		(ii) the risk of any criminal or material civil liability being incurred by the
		Owner Participant, the OP Guarantor, the Lessor or the Indenture Trustee or any
		Material Adverse Effect, including, without limitation, subjecting the Owner
		Participant, the OP Guarantor or the Lessor to regulation as a public utility
		under Applicable Law; and provided, further, in the case of the
		Lessee’s obligations set forth in clause (a)(ii) of
		Section 7.1 and in clause (x) of
		Section 8.1, if the noncompliance is not a type that can be
		immediately remedied, the failure to comply shall not be a Lease Event of
		Default if the Lessee is taking all reasonable action to remedy such
		noncompliance and if, but only if, such noncompliance shall not create a
		material risk that the events described in the preceding clause (i)
		or (ii)  will occur; and provided, further, that such
		noncompliance, test, challenge, appeal or review shall not extend beyond the
		
	 

	 
		40
	 

	 

	 
	 

	 

	 
		scheduled expiration of the
		Basic Term or any Renewal Term then in effect or irrevocably elected by the
		Lessee;
	 

	 
		                (g)           the
		Lessee or the Guarantor shall (i) commence a voluntary case or other
		proceeding seeking relief under Title 11 of the Bankruptcy Code or
		liquidation, reorganization or other relief with respect to itself or its debts
		under any bankruptcy, insolvency or other similar law now or hereafter in
		effect, or apply for or consent to the appointment of a trustee, receiver,
		liquidator, custodian or other similar official of it or any substantial part
		of its property, or (ii) consent to, or fail to controvert in a timely
		manner, any such relief or the appointment of or taking possession by any such
		official in any involuntary case or other proceeding commenced against it, or
		(iii) file an answer admitting the material allegations of a petition
		filed against it in any such proceeding, or (iv) make a general assignment
		for the benefit of creditors;
	 

	 
		                (h)           an
		involuntary case or other proceeding shall be commenced against the Lessee or
		the Guarantor seeking (i) liquidation, reorganization or other relief with
		respect to it or its debts under Title 11 of the Bankruptcy Code or any
		bankruptcy, insolvency or other similar law now or hereafter in effect, or
		(ii) the appointment of a trustee, receiver, liquidator, custodian or
		other similar official with respect to it or any substantial part of its
		property or (iii) the winding-up or liquidation of such Person; and such
		involuntary case or other proceeding shall remain undismissed and unstayed for
		a period of 90 days;
	 

	 
		                (i)            any
		of the Site Lease, the Site Sublease, the Support Agreement, the Operating
		Agreement or any other material Operative Document shall have been cancelled or
		terminated by any Lessee Person, or shall otherwise cease to be in full force
		and effect as a result of any Lessee Person’s action or inaction, unless,
		in any such case, alternative arrangements satisfactory to the Lessor and the
		Owner Participant have been made and the Lessor and the Owner Participant shall
		have so acknowledged in writing;
	 

	 
		                (j)            upon
		the election of the Owner Participant, a lease event of default under an Other
		Facility Lease with respect to another undivided interest in the Facility held
		by or for the benefit of the Owner Participant or any if its Affiliates;
		or
	 

	 
		                (k)           the
		Guaranty shall cease to be a valid, binding and enforceable obligation of the
		Guarantor as a result of one or more Lessee Person’s actions or failures
		to act or the Guarantor shall disavow, reject, rescind or repudiate the
		Guaranty.
	 

	 
		SECTION 17.
		        REMEDIES
	 

	 
		Section
		17.1.        Remedies for Lease Event of
		Default.  Upon the occurrence of any Lease Event of
		Default and at any time thereafter so long as the same shall be continuing, the
		Lessor may, at its option, declare this Facility Lease to be in default by
		notice to the Lessee; provided that upon the occurrence of a Lease Event
		of Default described in paragraph (g) or (h)  of
		Section 16, this Facility Lease shall automatically be deemed to be
		in default without the need for giving any notice; and at any time thereafter,
		so long as the Lessee shall not have remedied all outstanding Lease Events of
		Default, the Lessor may do one or more of the following, as the Lessor in its
		sole discretion shall elect, to the extent permitted by, and subject to
		compliance with any mandatory requirements of, Applicable Law then in
		effect:
	 

	 
		41
	 

	 

	 
	 

	 

	 
		                (a)           proceed
		by appropriate court action or actions, either at law or in equity, to enforce
		performance by the Lessee or the Guarantor, at the Lessee’s sole cost and
		expense, of the applicable covenants and terms of this Facility Lease or the
		other Operative Documents or to recover damages for breach thereof;
	 

	 
		                (b)           by
		notice in writing to the Lessee, terminate this Facility Lease whereupon all
		rights of the Lessee to the possession and use of the Undivided Interest under
		this Facility Lease shall absolutely cease and terminate but the Lessee shall
		remain liable as hereinafter provided in paragraph (c); and
		thereupon, the Lessor may demand that the Lessee, and the Lessee shall, upon
		written demand of the Lessor and at the Lessee’s expense, forthwith return
		possession of the Undivided Interest to the Lessor in the manner and condition
		required by, and otherwise in accordance with all of the provisions of,
		Section 5.2, and the Lessor may thenceforth hold, possess and enjoy
		the same free from any right of the Lessee, or its successor or assigns, to use
		the Undivided Interest for any purpose whatever;
	 

	 
		                (c)           sell
		the Lessor’s Interest at public or private sale, as the Lessor may
		determine, free and clear of any rights of the Lessee under this Facility Lease
		and without any duty to account to the Lessee with respect to such sale or for
		the proceeds thereof (except to the extent required by paragraph (f) below
		if the Lessor elects to exercise its rights under said paragraph and by
		Applicable Law), in which event (i) Allocated Rent shall cease to accrue, and
		(ii) the Lessee’s obligation to pay Periodic Rent hereunder due for any
		periods subsequent to the date of such sale shall terminate (except to the
		extent that such Rent is to be included in computations under
		paragraph (f) below if the Lessor elects to exercise its rights under said
		paragraph);
	 

	 
		                (d)           hold,
		keep idle or lease to others the Lessor’s Interest as the Lessor in its
		sole discretion may determine, free and clear of any rights of the Lessee under
		this Facility Lease and without any duty to account to the Lessee with respect
		to such action or inaction or for any proceeds with respect thereto, except to
		the extent required by Applicable Law, except that the Lessee’s obligation
		to pay Periodic Rent due for any periods subsequent to the date upon which the
		Lessee shall have been deprived of possession and use of the Facility pursuant
		to this Section 17 shall be reduced by the net proceeds, if any,
		received by the Lessor from leasing the Undivided Interest to any Person other
		than the Lessee (the Lessor having no obligation to so lease the Undivided
		Interest); and
	 

	 
		                (e)           whether
		or not the Lessor shall have exercised, or shall thereafter at any time
		exercise, any of its rights under paragraph (b) above with respect to the
		Undivided Interest, the Lessor, by notice to the Lessee specifying a
		Termination Date that shall be not earlier than ten days after the date of such
		notice, may demand that the Lessee pay to the Lessor, and the Lessee shall pay
		to the Lessor, on the Termination Date specified in such notice, (i) any unpaid
		Periodic Rent due and payable before such Termination Date, plus (ii) if
		such Termination Date shall be a Rent Payment Date, any Periodic Rent due and
		payable on such Rent Payment Date, plus (iii) as liquidated damages for
		loss of a bargain and not as a penalty (in lieu of the Periodic Rent due after
		the Termination Date specified in such notice) (as the Lessor shall decide in
		its sole discretion) (A) an amount equal to the excess, if any, of the
		Termination Amount computed as of the Termination Date specified in such notice
		over the Fair Market Sales Value of the Lessor’s Interest as of the
		Termination Date specified in such notice; or (B) an amount equal to the
		excess, 
	 

	 
		42
	 

	 

	 
	 

	 

	 
		if any, of the Termination
		Amount computed as of the Termination Date specified in such notice over the
		Fair Market Rental Value of the Lessor’s Interest until the end of the
		Basic Term or the then current Renewal Term, as the case may be, after
		discounting such Fair Market Rental Value semiannually to present value as of
		the Termination Date specified in such notice at a rate equal to the Lease Debt
		Rate, or (C) an amount equal to the Termination Amount computed as of the
		Termination Date specified in such notice provided that upon payment of
		such Termination Amount by the Lessee pursuant to this clause (C) and all
		other Rent then due and unpaid by the Lessee, the Lessor shall appoint an
		independent sales agent reasonably satisfactory to the Lessee and cause such
		sales agent to use commercially reasonable efforts to obtain Qualifying Cash
		Bids. If one or more Qualifying Cash Bids is received within 90 days of the
		appointment of the sale agent, the Lessor shall transfer to the highest bidder
		(or its designee) on an “as is”, “where is” and “with
		all faults” basis, without representations or warranties other than a
		warranty of the Lessor as to the absence of Lessor’s Liens and of the
		Owner Participant as to the absence of Owner Participant’s Liens, all of
		its right, title and interest in and to the Lessor’s Interest, and the
		Lessor shall pay the net sales proceeds to the Lessee. Notwithstanding the
		foregoing, if in the case of clause (A) or (B) above the Lessor
		shall be unable to obtain constructive possession of the Undivided Interest
		sufficient to realize the economic benefit of the Lessor’s Interest, the
		Fair Market Rental Value and Fair Market Sales Value of the Lessor’s
		Interest shall be deemed equal to $0 (zero). Upon payment of the amounts
		specified in any of clause (A), (B) or (C) above, this
		Facility Lease, and the Lessee’s obligation to pay Periodic Rent or the
		Termination Amount hereunder due for any periods subsequent to the date of such
		payment, shall terminate; and
	 

	 
		                (f)            if
		the Lessor shall have sold the Lessor’s Interest pursuant to
		paragraph (c) above, the Lessor may, if it shall so elect, demand that the
		Lessee pay to the Lessor, and the Lessee shall pay to the Lessor, as liquidated
		damages for loss of a bargain and not as a penalty (in lieu of the Periodic
		Rent due for any periods subsequent to the date of such sale), an amount equal
		to (i) any unpaid Periodic Rent due and payable before the date of such
		sale, plus (ii)(A) if that date is a Rent Payment Date, the Periodic Rent
		due on that date, or (B) if that date is not a Rent Payment Date or a
		Termination Date, the daily equivalent of Periodic Rent for the period from the
		preceding Termination Date to the date of such sale, plus (iii) the
		amount, if any, by which the Termination Amount computed as of the Termination
		Date next preceding the date of such sale, or if such sale occurs on a Rent
		Payment Date or a Termination Date, then computed as of such date, exceeds the
		net proceeds of such sale, and, upon payment of such amounts, this Facility
		Lease and the Lessee’s obligation to pay Periodic Rent or the Termination
		Amount for any periods subsequent to the date of such payment shall
		terminate.
	 

	 
		                The Lessee’s liability in connection
		with the exercise of any or all of the foregoing remedies shall be the
		Termination Amount computed as of the Termination Date occurring on or
		immediately prior to the date the Lessor declares this Facility Lease to be in
		default or it is otherwise deemed to be in default, except in the case of a
		Lease Event of Default resulting from a breach by the Lessee of its obligations
		under Section 5.12 of the Participation Agreement, in which case the
		Lessee’s liability shall be the PVRR Amount. In addition, the Lessee shall
		be liable for (i) any and all unpaid Periodic Rent and Supplemental Rent
		(other than the Termination Amount) due hereunder before or during the exercise
		of any of the foregoing remedies, and (ii), if the Lessee’s liability
		shall be calculated by reference to the Termination Amount, on an
		After-Tax Basis, reasonable and documented legal fees and other costs and
		expenses incurred by reason of the occurrence of any Lease Event of Default or
		the exercise of the Lessor’s remedies 
	 

	 
		43
	 

	 

	 
	 

	 

	 
		with respect thereto,
		including the repayment in full of any reasonable and documented costs and
		expenses necessary to be expended in connection with the return of the
		Undivided Interest in accordance with Section 5.2 hereof,
		including, without limitation, any reasonable and documented costs and expenses
		incurred by the Lessor, the Owner Participant, the Indenture Trustee and the
		Pass Through Trustee in connection with retaking constructive possession of, or
		in repairing, the Undivided Interest in order to cause it to be in compliance
		with all maintenance standards imposed by this Facility Lease. 
	 

	 
		Section
		17.2.        Cumulative
		Remedies.  The remedies in this Facility Lease
		provided in favor of the Lessor shall not be deemed exclusive, but shall be
		cumulative and shall be in addition to all other remedies in its favor existing
		at law or in equity; and the exercise or beginning of exercise by the Lessor of
		any one or more of such remedies shall not preclude the simultaneous or later
		exercise by the Lessor of any or all of such other remedies. To the extent
		permitted by Applicable Law, the Lessee hereby waives any rights now or
		hereafter conferred by statute or otherwise which may require the Lessor to
		sell, lease or otherwise use the Facility or any Component thereof in
		mitigation of the Lessor’s damages as set forth in this
		Section 17 or which may otherwise limit or modify any of the
		Lessor’s rights and remedies in this Section 17.
	 

	 
		Section
		17.3.        No Delay or Omission to be
		Construed as Waiver.  No delay or omission to exercise any
		right, power or remedy accruing to the Lessor upon any breach or default by the
		Lessee under this Facility Lease shall impair any such right, power or remedy
		of the Lessor, nor shall any such delay or omission be construed as a waiver of
		any breach or default, or of any similar breach or default hereafter occurring;
		nor shall any waiver of a single breach or default be deemed a waiver of any
		subsequent breach or default.
	 

	 
		SECTION 18.
		        [RESERVED]
	 

	 
		SECTION 19.
		        LESSEE’S RIGHT TO
		SUBLEASE
	 

	 
		                The Lessee shall have the right to
		sublease the Undivided Interest without the consent of the Lessor, the Owner
		Participant, the Indenture Trustee, the Pass Through Trustee or any other
		Person under the following conditions, it being agreed that the following
		conditions are reasonable limitations on the Lessee’s rights to
		sublease:
	 

	 
		                (a)           the
		sublessee is a United States Person within the meaning of
		Section 7701(a)(30) of the Code that (i) is a solvent corporation,
		partnership, business trust, limited liability company or any other entity (not
		an individual) not subject to bankruptcy proceedings, (ii) is not involved in
		material litigation with the Owner Participant, the OP Guarantor or any of
		their respective Affiliates, and (iii) is, or its obligations under the
		sublease are guaranteed by, or contracted to be performed by, an experienced,
		reputable operator of United States-based, coal-fired electric generating
		facilities similar to the Facility;
	 

	 
		                (b)           all
		terms and conditions of this Facility Lease and the other Operative Documents
		remain in effect and the Lessee remains fully and primarily liable for its
		obligations under this Facility Lease and the other Lessee Documents, and the
		Guarantor shall remain fully liable for its obligations under the
		Guaranty;
	 

	 
		44
	 

	 

	 
	 

	 

	 
		                (c)           the
		sublease does not extend beyond the scheduled expiration of the Basic Term or
		any Renewal Term then in effect or irrevocably elected by the Lessee (and may
		be terminated upon early termination of this Facility Lease) and is expressly
		subject and subordinate to this Facility Lease;
	 

	 
		                (d)           no
		Material Default or Lease Event of Default under this Facility Lease shall have
		occurred and be continuing;
	 

	 
		                (e)           the
		sublease prohibits assignment or further subletting;
	 

	 
		                (f)            the
		Lessee provides the Lessor with 30 days’ notice of the
		Lessee’s intent to enter into the sublease;
	 

	 
		                (g)           the
		sublease requires the sublessee to operate and maintain the Undivided Interest
		in a manner consistent with this Facility Lease; 
	 

	 
		                (h)           such
		sublease shall not cause the property to become “tax-exempt use
		property” within the meaning of Section 168(h) of the Code (unless
		the Lessee shall make a payment to the Owner Participant contemporaneously with
		the execution of the sublease that compensates the Owner Participant, on an
		After-Tax Basis, for the adverse tax consequences resulting from the
		classification of the property as “tax-exempt use property”);
	 

	 
		                (i)            the
		Lessee assigns its rights under such sublease to Lessor as security for
		Lessee’s obligations under the Operative Documents;
	 

	 
		                (j)            the
		Lessor, the Owner Participant, and so long as the Notes are outstanding, the
		Indenture Trustee shall have received an opinion of counsel, which opinion of
		counsel shall be reasonably acceptable to the recipients thereof, to the effect
		that all regulatory approvals required to enter into the sublease have been
		obtained; and
	 

	 
		                (k)           the
		Lessee or sublessee shall have paid on an After-Tax Basis all reasonable and
		documented costs and expenses incurred by the Owner Participant, the Lessor,
		the Indenture Trustee or the Pass Through Trustee in connection with any such
		sublease, whether or not the sublease is entered into.
	 

	 
		                As a condition precedent to such sublease,
		the Lessee shall provide the Lessor, the Owner Participant and, so long as the
		Notes are outstanding and the Lien of the Indenture shall not have been
		terminated or discharged, the Indenture Trustee with all documentation in
		respect of such sublease and an opinion of counsel to the effect that such
		sublease complies with the provisions of this Section 19 (such
		documentation, counsel and opinion to be reasonably satisfactory to each such
		recipient).
	 

	 
		SECTION 20.
		        LESSOR’S RIGHT TO
		PERFORM
	 

	 
		                Subject to the terms of the Indenture, the
		Lessor shall have the right, but not the obligation, to remedy, cure or
		otherwise perform or make payment with respect to any Material Default or Lease
		Event of Default that has occurred and is continuing within ten Business Days
		after receipt of notice of such Material Default or Lease Event of Default.
		Notwithstanding 
	 

	 
		45
	 

	 

	 
	 

	 

	 
		anything to the contrary
		contained in the foregoing, the provisions of this Section 20 shall
		in no event restrict any of the Lessor’s rights following the occurrence
		of a Lease Event of Default, it being agreed and understood that the Lessor
		shall be entitled to exercise all of its remedies pursuant to
		Section 17 upon the occurrence of any such event.
	 

	 	SECTION 21.	SECURITY
			 FOR LESSOR’S OBLIGATION TO THE INDENTURE TRUSTEE; LEASEHOLD MORTGAGE OF
			 LESSEE’S INTEREST IN THE FACILITY LEASE


	 
		                In order to secure the Notes, the Lessor
		will assign and grant a first priority security interest in favor of the
		Indenture Trustee in and to all of the Lessor’s right, title and interest
		in, to and under this Facility Lease and the Undivided Interest (other than
		Excepted Payments and the rights to enforce and collect the same). The Lessee
		hereby consents to such assignment and to the creation of such Lien and
		security interest and acknowledges receipt of copies of the Indenture, it being
		understood that such consent shall not affect any requirement or the absence of
		any requirement for any consent of the Lessee under any other circumstances.
		Unless and until the Lessee shall have received notice from the Indenture
		Trustee that the Lien of the Indenture has been fully terminated, the Indenture
		Trustee shall have the right, but shall not be obligated, to exercise the
		rights of the Lessor under this Facility Lease to the extent, and subject in
		each case to the exceptions, set forth in the Indenture. TO THE EXTENT, IF ANY,
		THAT THIS FACILITY LEASE CONSTITUTES TANGIBLE CHATTEL PAPER (AS SUCH TERM IS
		DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE
		JURISDICTION), NO SECURITY INTEREST IN THIS FACILITY LEASE MAY BE CREATED
		THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE
		ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED AS THE COUNTERPART CONTAINING
		THE RECEIPT THEREFOR EXECUTED BY THE INDENTURE TRUSTEE ON THE SIGNATURE PAGE
		THEREOF.
	 

	 
		SECTION 22.
		        MISCELLANEOUS
	 

	 
		Section
		22.1.        Amendments and
		Waivers.  No term, covenant, agreement or condition
		of this Facility Lease may be terminated, amended or compliance therewith
		waived (either generally or in a particular instance, retroactively or
		prospectively) except by an instrument or instruments in writing executed by
		each party hereto.
	 

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

	 
		46
	 

	 

	 
	 

	 

	 	 	If to the
			 Lessor:
		 
		Mansfield
			 2007 Trust A
		c/o U.S.
			 Bank Trust National Association
		300
			 Delaware Avenue, 9th floor
		Wilmington,
			 DE 19801
	 	Attention:
			 Corporate Trust Services
Facsimile: (302) 576-3717
		 
	 	with a copy
			 to the Owner Participant:
		 
	 	Hillbrook
			 Corp.
50 Danbury Rd.
Suite 100
Wilton,
			 CT 06897-4444
Attention: Chief Financial Officer
	 	Facsimile:
			 (203) 222-4780
		 
	 	and to the
			 Indenture Trustee:
		 
	 	The Bank
			 of New York Trust Company, N.A.
	 	1660
			 West 2nd Street, Suite 830
	 	Cleveland, OH 44113
	 	Attention: Corporate Trust Department

			 Facsimile: (216) 621-1441
		 
	 	If to the
			 Lessee:
		 
	 	FirstEnergy
			 Generation Corp.
76 South Main St.
Akron, OH 44308
Attention: Vice
			 President & Treasurer and Associate General Counsel
Facsimile: (330)
			 384-3875


	 
		                A copy of all notices provided for herein
		shall be sent by the party giving such notice to each of the other parties
		hereto.
	 

	 
		Section
		22.3.        Survival.  Except for the provisions of
		Sections 3.3, 3.5, 5, 6, 8.3, 9
		and 17, which shall survive, the warranties and covenants made by
		each party hereto shall not survive the expiration or termination of this
		Facility Lease in accordance with its terms. Notwithstanding any provisions
		hereof, any indemnity contained in Sections 9.1 or 9.2
		of the Participation Agreement, the Tax Indemnity Agreement or elsewhere in the
		Operative Documents shall, subject to the provisions thereof, survive the
		expiration or early termination of this Facility Lease regardless of the cause
		therefor.
	 

	 
		47
	 

	 

	 
	 

	 

	 
		Section
		22.4.        Successors and
		Assigns.
	 

	 
		                (a)           This
		Facility Lease shall be binding upon and shall inure to the benefit of, and
		shall be enforceable by, the parties hereto and their respective successors and
		assigns as permitted by and in accordance with the terms hereof.
	 

	 
		                (b)           Except
		as expressly provided herein or in the other Operative Documents (including
		Section 13.1 of the Participation Agreement), neither party hereto
		may assign its interests or transfer its obligations herein without the consent
		of the other party hereto.
	 

	 
		Section
		22.5.        Bankruptcy.  If any action, proceeding, motion or
		notice shall be commenced or filed in respect of this Facility Lease or any
		part of the Facility in connection with any case under the Bankruptcy Code, the
		Lessor shall have the option, to the exclusion of the Lessee, exercisable upon
		notice from the Lessor to the Lessee, to conduct and control any such
		litigation using counsel of the Lessor’s choice. The Lessor may proceed in
		its own name or in the name of the Lessee in connection with any such
		litigation, and the Lessee agrees to execute any and all powers,
		authorizations, consents or other documents required by the Lessor in
		connection therewith.
	 

	 
		Section
		22.6.        “True
		Lease”.  This Facility Lease shall constitute an
		agreement of lease and nothing herein shall be construed as conveying to the
		Lessee any right, title or interest in or to the Undivided Interest except as
		lessee only.
	 

	 
		Section
		22.7.        Governing
		Law.  This Facility Lease was negotiated in the
		State of New York which the Lessee and the Lessor agree has a substantial
		relationship to the parties and to the underlying transaction embodied hereby,
		and, in accordance with § 5-1401 of the New York General Obligations Law,
		in all respects, including matters of construction, validity and performance,
		this Facility Lease shall be governed by, and construed in accordance with, the
		laws of the State of New York applicable to contracts made and performed in
		such State and any Applicable Law of the United States of America, except that
		provisions for the creation and enforcement of the leasehold interest created
		hereby shall be governed by and construed according to the law of the
		Commonwealth of Pennsylvania, it being understood that, to the fullest extent
		permitted by the law of the Commonwealth of Pennsylvania, the law of the State
		of New York shall govern the validity and the enforceability of the
		representations, warranties, covenants and obligations of the Lessee and the
		Lessor under this Facility Lease and all other Operative Documents and all of
		the indebtedness arising hereunder or thereunder. To the fullest extent
		permitted by law, the Lessee and the Lessor hereby unconditionally and
		irrevocably waive any claim to assert that the law of any other jurisdiction
		governs this Facility Lease, except as expressly otherwise provided
		above.
	 

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

	 
		48
	 

	 

	 
	 

	 

	 
		Section
		22.9.        Counterparts.  This Facility Lease may be executed by the
		parties hereto in separate counterparts, each of which, subject to
		Section 21, when so executed and delivered shall be an original,
		but all such counterparts shall together constitute but one and the same
		instrument.
	 

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

	 
		Section
		22.11.      Further Assurances.  Each party hereto will promptly and duly
		execute and deliver such further documents and assurances for and take such
		further action reasonably requested by the other party, all as may be
		reasonably necessary to carry out more effectively the intent and purpose of
		this Facility Lease.
	 

	 
		Section
		22.12.      Effectiveness.  This Facility Lease has been dated as of
		the date first above written for convenience only. This Facility Lease shall be
		effective on the date of execution and delivery by the Lessee and the
		Lessor.
	 

	 
		Section
		22.13.      Separate Legal
		Obligation.  The parties hereto hereby agree that the
		Lessee’s obligation to make Excepted Payments is a separate and
		independent obligation from its obligation to make other Rent payments, and
		that the Lessee’s obligation to make Excepted Payments may be
		independently enforced and may be assigned, pledged or otherwise transferred
		separately from the Lessee’s obligations to make other Rent payments. The
		obligation to make Excepted Payments has been included herein for the
		convenience of the parties.
	 

	 
		Section
		22.14.     Measuring Life, etc.
	 

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

	 
		                (b)           It
		is the intention of the Lessor and the Lessee that the Facility, Modifications,
		Components and every portion thereof is severed, and shall be and remain
		severed, to the maximum extent permitted by Applicable Law, from the real
		estate constituting the Facility Site and shall not be or become fixtures or
		part of the real estate constituting the Facility Site.
	 

	 
		Section
		22.15.      Limitation of Liability.  It is expressly understood and agreed by
		the parties hereto that (a) this Facility Lease is executed and delivered
		by a duly authorized and empowered 
	 

	 
		49
	 

	 

	 
	 

	 

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

	 
		Section
		22.16.      Entire Agreement.  This Facility Lease, together
		with the other Operative Documents, constitutes the entire agreement of the
		parties hereto and thereto with respect to the subject matter hereof and
		thereof and supersedes all oral and all prior written agreements and
		understandings with respect to such subject matter.
	 

	 
		[Signature pages
		follow]
	 

	 
		50
	 

	 

	 
	 

	 

	 
		                IN WITNESS WHEREOF, the undersigned have
		duly executed this Agreement effective as of July 1, 2007. 
	 

	 	 	MANSFIELD 2007 TRUST A
		 
	 	By: U.S. BANK TRUST NATIONAL
			 ASSOCIATION
 Not in its individual capacity, but solely 
 as Owner
			 Trustee 
		 
		 
	 	By: /s/ Mildred F. Smith
	 	 	

	 	Name: Mildred F. Smith
			       
	 	Title: Vice President 
		 
		 
	 	FIRSTENERGY GENERATION CORP.
	 	 
		 
	 	By: /s/ James F. Pearson
	 	 	

	 	Name:  James F. Pearson
	 	Title:    Vice President
			 and Treasurer


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE
		1-A 
	 

	 	 Rent
			 	 	 
	 Payment
			 	 	 Basic
			 
	 Date
			 	 	 Rent
			 
	
	 	

	 Jul 13 2007
			 	 	 0.00000000%
			 
	 Oct 13 2007
			 	 	 0.00000000%
			 
	 Dec 1 2007 	 	 3.38233986%
			 
	 Jun 1 2008 	 	 3.80445551%
			 
	 Dec 1 2008 	 	 2.96022420%
			 
	 Jun 1 2009 	 	 3.82883506%
			 
	 Dec 1 2009 	 	 2.93584466%
			 
	 Jun 1 2010 	 	 3.86038506%
			 
	 Dec 1 2010 	 	 2.90429466%
			 
	 Jun 1 2011 	 	 3.89415138%
			 
	 Dec 1 2011 	 	 2.87052834%
			 
	 Jun 1 2012 	 	 6.73844504%
			 
	 Dec 1 2012 	 	 2.73820087%
			 
	 Jun 1 2013 	 	 7.42202619%
			 
	 Dec 1 2013 	 	 2.57797381%
			 
	 Jun 1 2014 	 	 7.59372597%
			 
	 Dec 1 2014 	 	 2.40627403%
			 
	 Jun 1 2015 	 	 7.77755034%
			 
	 Dec 1 2015 	 	 2.22244966%
			 
	 Jun 1 2016 	 	 7.08100337%
			 
	 Dec 1 2016 	 	 2.05739884%
			 
	 Jun 1 2017 	 	 3.57599638%
			 
	 Dec 1 2017 	 	 2.00564120%
			 
	 Jun 1 2018 	 	 5.44340352%
			 
	 Dec 1 2018 	 	 1.88817613%
			 
	 Jun 1 2019 	 	 5.47226453%
			 
	 Dec 1 2019 	 	 1.76562655%
			 
	 Jun 1 2020 	 	 3.49065421%
			 
	 Dec 1 2020 	 	 1.70682882%
			 
	 Jun 1 2021 	 	 5.46505172%
			 
	 Dec 1 2021 	 	 1.57841251%
			 
	 Jun 1 2022 	 	 5.49839800%
			 
	 Dec 1 2022 	 	 1.44439020%
			 
	 Jun 1 2023 	 	 3.41138589%
			 
	 Dec 1 2023 	 	 1.37724868%
			 
	 Jun 1 2024 	 	 5.49596965%
			 
	 Dec 1 2024 	 	 1.23644703%
			 
	 Jun 1 2025 	 	 5.53566719%
			 
	 Dec 1 2025 	 	 1.08938754%
			 
	 Jun 1 2026 	 	 3.33632148%
			 
	 Dec 1 2026 	 	 1.01259849%
			 
	 Jun 1 2027 	 	 5.74785790%
			 
	 Dec 1 2027 	 	 0.85041586%
			 
	 Jun 1 2028 	 	 5.81025751%
			 
	 Dec 1 2028 	 	 0.68054128%
			 
	 Jun 1 2029 	 	 2.89591184%
			 
	 Dec 1 2029 	 	 0.60466484%
			 
	 Jun 1 2030 	 	 5.84237943%
			 
	 Dec 1 2030 	 	 0.42527311%
			 
	 Jun 1 2031 	 	 4.85644636%
			 
	 Dec 1 2031 	 	 1.64466237%
			 
	 Jun 1 2032 	 	 3.30857871%
			 
	 Dec 1 2032 	 	 0.17378573%
			 
	 Jun 1 2033 	 	 6.42754680%
			 
	 Dec 1 2033 	 	 0.00338967%
			 
	 Jun 1 2034 	 	 3.78327643%
			 
	 Dec 1 2034 	 	 0.00000000%
			 
	 Jun 1 2035 	 	 4.13994168%
			 
	 Dec 1 2035 	 	 0.00000000%
			 
	 Jun 1 2036 	 	 5.00695850%
			 
	 Dec 1 2036 	 	 0.00000000%
			 
	 Jun 1 2037 	 	 0.37836650%
			 
	 Dec 1 2037 	 	 0.00000000%
			 
	 Jun 1 2038 	 	 0.00000000%
			 
	 Dec 1 2038 	 	 1.78980960%
			 
	 Jun 1 2039 	 	 0.00000000%
			 
	 Dec 1 2039 	 	 0.00000000%
			 
	 Jun 1 2040 	 	 0.00000000%
			 
	 Jun 13 2040
			 	 	 9.20522065%
			 


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE
		1-B
	 

	 	
			 Rent Payment Period 	 	 
	
	 	 
	 From and
			 	 	 To and
			 	 	 Allocated
			 
	 Including
			 	 	 Excluding
			 	 	 Rent
			 
	
	 	
	 	

	 Jul 13 2007
			 	 	 Oct 13 2007
			 	 	 0.00000000%
			 
	 Oct 13 2007
			 	 	 Dec 1 2007 	 	 1.40499136%
			 
	 Dec 1 2007 	 	 Jun 1 2008 	 	 0.00000000%
			 
	 Jun 1 2008 	 	 Dec 1 2008 	 	 6.48457549%
			 
	 Dec 1 2008 	 	 Jun 1 2009 	 	 0.00000000%
			 
	 Jun 1 2009 	 	 Dec 1 2009 	 	 6.48457549%
			 
	 Dec 1 2009 	 	 Jun 1 2010 	 	 0.00000000%
			 
	 Jun 1 2010 	 	 Dec 1 2010 	 	 6.48457549%
			 
	 Dec 1 2010 	 	 Jun 1 2011 	 	 0.00000000%
			 
	 Jun 1 2011 	 	 Dec 1 2011 	 	 6.48457549%
			 
	 Dec 1 2011 	 	 Jun 1 2012 	 	 0.00000000%
			 
	 Jun 1 2012 	 	 Dec 1 2012 	 	 6.48457549%
			 
	 Dec 1 2012 	 	 Jun 1 2013 	 	 0.00000000%
			 
	 Jun 1 2013 	 	 Dec 1 2013 	 	 6.48457549%
			 
	 Dec 1 2013 	 	 Jun 1 2014 	 	 0.00000000%
			 
	 Jun 1 2014 	 	 Dec 1 2014 	 	 6.48457549%
			 
	 Dec 1 2014 	 	 Jun 1 2015 	 	 0.00000000%
			 
	 Jun 1 2015 	 	 Dec 1 2015 	 	 5.39660608%
			 
	 Dec 1 2015 	 	 Jun 1 2016 	 	 6.52781645%
			 
	 Jun 1 2016 	 	 Dec 1 2016 	 	 0.00000000%
			 
	 Dec 1 2016 	 	 Jun 1 2017 	 	 6.26837067%
			 
	 Jun 1 2017 	 	 Dec 1 2017 	 	 0.00000000%
			 
	 Dec 1 2017 	 	 Jun 1 2018 	 	 7.56559957%
			 
	 Jun 1 2018 	 	 Dec 1 2018 	 	 0.00000000%
			 
	 Dec 1 2018 	 	 Jun 1 2019 	 	 7.92559226%
			 
	 Jun 1 2019 	 	 Dec 1 2019 	 	 0.00000000%
			 
	 Dec 1 2019 	 	 Jun 1 2020 	 	 7.92559226%
			 
	 Jun 1 2020 	 	 Dec 1 2020 	 	 0.00000000%
			 
	 Dec 1 2020 	 	 Jun 1 2021 	 	 7.92559226%
			 
	 Jun 1 2021 	 	 Dec 1 2021 	 	 0.00000000%
			 
	 Dec 1 2021 	 	 Jun 1 2022 	 	 7.92559226%
			 
	 Jun 1 2022 	 	 Dec 1 2022 	 	 0.00000000%
			 
	 Dec 1 2022 	 	 Jun 1 2023 	 	 7.92559227%
			 
	 Jun 1 2023 	 	 Dec 1 2023 	 	 0.00000000%
			 
	 Dec 1 2023 	 	 Jun 1 2024 	 	 7.92559221%
			 
	 Jun 1 2024 	 	 Dec 1 2024 	 	 0.00000000%
			 
	 Dec 1 2024 	 	 Jun 1 2025 	 	 7.92559252%
			 
	 Jun 1 2025 	 	 Dec 1 2025 	 	 0.00000000%
			 
	 Dec 1 2025 	 	 Jun 1 2026 	 	 7.92559097%
			 
	 Jun 1 2026 	 	 Dec 1 2026 	 	 0.00000000%
			 
	 Dec 1 2026 	 	 Jun 1 2027 	 	 7.92559873%
			 
	 Jun 1 2027 	 	 Dec 1 2027 	 	 0.00000000%
			 
	 Dec 1 2027 	 	 Jun 1 2028 	 	 7.92555994%
			 
	 Jun 1 2028 	 	 Dec 1 2028 	 	 0.00000000%
			 
	 Dec 1 2028 	 	 Jun 1 2029 	 	 7.92575387%
			 
	 Jun 1 2029 	 	 Dec 1 2029 	 	 0.00000000%
			 
	 Dec 1 2029 	 	 Jun 1 2030 	 	 7.92478421%
			 
	 Jun 1 2030 	 	 Dec 1 2030 	 	 0.00000000%
			 
	 Dec 1 2030 	 	 Jun 1 2031 	 	 7.92963252%
			 
	 Jun 1 2031 	 	 Dec 1 2031 	 	 0.00000000%
			 
	 Dec 1 2031 	 	 Jun 1 2032 	 	 7.90539097%
			 
	 Jun 1 2032 	 	 Dec 1 2032 	 	 0.00000000%
			 
	 Dec 1 2032 	 	 Jun 1 2033 	 	 8.02659874%
			 
	 Jun 1 2033 	 	 Dec 1 2033 	 	 0.00000000%
			 
	 Dec 1 2033 	 	 Jun 1 2034 	 	 7.42055987%
			 
	 Jun 1 2034 	 	 Dec 1 2034 	 	 0.00000000%
			 
	 Dec 1 2034 	 	 Jun 1 2035 	 	 6.48665055%
			 
	 Jun 1 2035 	 	 Dec 1 2035 	 	 0.00000000%
			 
	 Dec 1 2035 	 	 Jun 1 2036 	 	 6.47420017%
			 
	 Jun 1 2036 	 	 Dec 1 2036 	 	 0.00000000%
			 
	 Dec 1 2036 	 	 Jun 1 2037 	 	 6.53645209%
			 
	 Jun 1 2037 	 	 Dec 1 2037 	 	 0.00000000%
			 
	 Dec 1 2037 	 	 Jun 1 2038 	 	 6.22519247%
			 
	 Jun 1 2038 	 	 Dec 1 2038 	 	 0.00000000%
			 
	 Dec 1 2038 	 	 Jun 1 2039 	 	 7.78149059%
			 
	 Jun 1 2039 	 	 Dec 1 2039 	 	 0.00000000%
			 
	 Dec 1 2039 	 	 Jun 1 2040 	 	 0.00000000%
			 
	 Jun 1 2040 	 	 Jun 13 2040
			 	 	 2.91805897%
			 


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE
		1-C
	 

	 	 Rent
			 	 	 467 Loan
			 	 	 
	 Payment
			 	 	 Principal
			 	 	 Section 467
			 
	 Date
			 	 	 Balance
			 	 	 Interest
			 
	
	 	
	 	

	 Jul 13 2007
			 	 	 0.00000000%
			 	 	 0.00000000%
			 
	 Oct 13 2007
			 	 	 0.00000000%
			 	 	 0.00000000%
			 
	 Dec 1 2007 	 	 1.97734850%
			 	 	 0.00000000%
			 
	 Jun 1 2008 	 	 5.83716977%
			 	 	 0.05536576%
			 
	 Dec 1 2008 	 	 2.47625924%
			 	 	 0.16344075%
			 
	 Jun 1 2009 	 	 6.37442956%
			 	 	 0.06933526%
			 
	 Dec 1 2009 	 	 3.00418276%
			 	 	 0.17848403%
			 
	 Jun 1 2010 	 	 6.94868493%
			 	 	 0.08411712%
			 
	 Dec 1 2010 	 	 3.56296728%
			 	 	 0.19456318%
			 
	 Jun 1 2011 	 	 7.55688174%
			 	 	 0.09976308%
			 
	 Dec 1 2011 	 	 4.15442728%
			 	 	 0.21159269%
			 
	 Jun 1 2012 	 	 11.00919628%
			 	 	 0.11632396%
			 
	 Dec 1 2012 	 	 7.57107916%
			 	 	 0.30825750%
			 
	 Jun 1 2013 	 	 15.20509556%
			 	 	 0.21199022%
			 
	 Dec 1 2013 	 	 11.72423656%
			 	 	 0.42574268%
			 
	 Jun 1 2014 	 	 19.64624116%
			 	 	 0.32827862%
			 
	 Dec 1 2014 	 	 16.11803445%
			 	 	 0.55009475%
			 
	 Jun 1 2015 	 	 24.34688976%
			 	 	 0.45130496%
			 
	 Dec 1 2015 	 	 21.85444625%
			 	 	 0.68171291%
			 
	 Jun 1 2016 	 	 23.01955767%
			 	 	 0.61192449%
			 
	 Dec 1 2016 	 	 25.72150412%
			 	 	 0.64454761%
			 
	 Jun 1 2017 	 	 23.74933194%
			 	 	 0.72020212%
			 
	 Dec 1 2017 	 	 26.41995444%
			 	 	 0.66498129%
			 
	 Jun 1 2018 	 	 25.03751711%
			 	 	 0.73975872%
			 
	 Dec 1 2018 	 	 27.62674372%
			 	 	 0.70105048%
			 
	 Jun 1 2019 	 	 25.94696481%
			 	 	 0.77354882%
			 
	 Dec 1 2019 	 	 28.43910637%
			 	 	 0.72651501%
			 
	 Jun 1 2020 	 	 24.80046330%
			 	 	 0.79629498%
			 
	 Dec 1 2020 	 	 27.20170510%
			 	 	 0.69441297%
			 
	 Jun 1 2021 	 	 25.50281229%
			 	 	 0.76164774%
			 
	 Dec 1 2021 	 	 27.79530355%
			 	 	 0.71407874%
			 
	 Jun 1 2022 	 	 26.14637778%
			 	 	 0.77826850%
			 
	 Dec 1 2022 	 	 28.32286656%
			 	 	 0.73209858%
			 
	 Jun 1 2023 	 	 24.60170044%
			 	 	 0.79304026%
			 
	 Dec 1 2023 	 	 26.66779673%
			 	 	 0.68884761%
			 
	 Jun 1
			 2024 	 	
			 24.9848724823% 	 	
			 0.7466983084% 
	 Dec 1
			 2024 	 	
			 26.9208959447% 	 	
			 0.6995764295% 
	 Jun 1
			 2025 	 	
			 25.2847556996% 	 	
			 0.7537850865% 
	 Dec 1
			 2025 	 	
			 27.0821163968% 	 	
			 0.7079731596% 
	 Jun 1
			 2026 	 	
			 23.2511461708% 	 	
			 0.7582992591% 
	 Dec 1
			 2026 	 	
			 24.9147767562% 	 	
			 0.6510320928% 
	 Jun 1
			 2027 	 	
			 23.4346496824% 	 	
			 0.6976137492% 
	 Dec 1
			 2027 	 	
			 24.9412357313% 	 	
			 0.6561701911% 
	 Jun 1
			 2028 	 	
			 23.5242878994% 	 	
			 0.6983546005% 
	 Dec 1
			 2028 	 	
			 24.8635092419% 	 	
			 0.6586800612% 
	 Jun 1
			 2029 	 	
			 20.5298454695% 	 	
			 0.6961782588% 
	 Dec 1
			 2029 	 	
			 21.7093459822% 	 	
			 0.5748356731% 
	 Jun 1
			 2030 	 	
			 20.2348028887% 	 	
			 0.6078616875% 
	 Dec 1
			 2030 	 	
			 21.2266504844% 	 	
			 0.5665744809% 
	 Jun 1
			 2031 	 	
			 18.7478105389% 	 	
			 0.5943462136% 
	 Dec 1
			 2031 	 	
			 20.9174115993% 	 	
			 0.5249386951% 
	 Jun 1
			 2032 	 	
			 16.9062868667% 	 	
			 0.5856875248% 
	 Dec 1
			 2032 	 	
			 17.5534486323% 	 	
			 0.4733760323% 
	 Jun 1
			 2033 	 	
			 16.4458932518% 	 	
			 0.4914965617% 
	 Dec 1
			 2033 	 	
			 16.9097679320% 	 	
			 0.4604850110% 
	 Jun 1
			 2034 	 	
			 13.7459579943% 	 	
			 0.4734735021% 
	 Dec 1
			 2034 	 	
			 14.1308448181% 	 	
			 0.3848868238% 
	 Jun 1
			 2035 	 	
			 12.1797996012% 	 	
			 0.3956636549% 
	 Dec 1
			 2035 	 	
			 12.5208339900% 	 	
			 0.3410343888% 
	 Jun 1
			 2036 	 	
			 11.4041756749% 	 	
			 0.3505833517% 
	 Dec 1
			 2036 	 	
			 11.7234925938% 	 	
			 0.3193169189% 
	 Jun 1
			 2037 	 	
			 5.8936647948% 	 	
			 0.3282577926% 
	 Dec 1
			 2037 	 	
			 6.0586874091% 	 	
			 0.1650226143% 
	 Jun 1
			 2038 	 	
			 0.0031381884% 	 	
			 0.1696432475% 
	 Dec 1
			 2038 	 	
			 1.7930356577% 	 	
			 0.0000878693% 
	 Jun 1
			 2039 	 	
			 -5.9382499291% 	 	
			 0.0502049984% 
	 Dec 1
			 2039 	 	
			 -6.1045209271% 	 	
			 -0.1662709980% 
	 Jun 1
			 2040 	 	
			 -6.2754475131% 	 	
			 -0.1709265860% 
	 Jun 13
			 2040 	 	
			 0.0000000000% 	 	
			 -0.0117141687% 


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE
		2
	 

	 	 	 	 Termination
			 
	 Termination
			 	 	 Amount
			 
	 Date
			 	 	 Percentage
			 
	
	 	

	 Aug 13 2007
			 	 	
			 102.18812856% 
	 Sep 13 2007
			 	 	 102.85437442%
			 
	 Oct 13 2007
			 	 	 103.51236891%
			 
	 Nov 13 2007
			 	 	 104.17158563%
			 
	 Dec 1 2007 	 	 101.25174736%
			 
	 Jan 1 2008 	 	 101.89123980%
			 
	 Feb 1 2008 	 	 102.53181785%
			 
	 Mar 1 2008 	 	 103.17348961%
			 
	 Apr 1 2008 	 	 103.81626322%
			 
	 May 1 2008 	 	 104.45390260%
			 
	 Jun 1 2008 	 	 101.28815863%
			 
	 Jul 1 2008 	 	 101.91210562%
			 
	 Aug 1 2008 	 	 102.53702369%
			 
	 Sep 1 2008 	 	 103.16292010%
			 
	 Oct 1 2008 	 	 103.78355785%
			 
	 Nov 1 2008 	 	 104.40514243%
			 
	 Dec 1 2008 	 	 102.06745670%
			 
	 Jan 1 2009 	 	 102.68471189%
			 
	 Feb 1 2009 	 	 103.30288911%
			 
	 Mar 1 2009 	 	 103.92199525%
			 
	 Apr 1 2009 	 	 104.54203724%
			 
	 May 1 2009 	 	 105.15722348%
			 
	 Jun 1 2009 	 	 101.94448169%
			 
	 Jul 1 2009 	 	 102.54984382%
			 
	 Aug 1 2009 	 	 103.15607053%
			 
	 Sep 1 2009 	 	 103.76316830%
			 
	 Oct 1 2009 	 	 104.36534504%
			 
	 Nov 1 2009 	 	 104.96836306%
			 
	 Dec 1 2009 	 	 102.63638397%
			 
	 Jan 1 2010 	 	 103.23530487%
			 
	 Feb 1 2010 	 	 103.83504320%
			 
	 Mar 1 2010 	 	 104.43560509%
			 
	 Apr 1 2010 	 	 105.03699671%
			 
	 May 1 2010 	 	 105.63386755%
			 
	 Jun 1 2010 	 	 102.37115595%
			 
	 Jul 1 2010 	 	 102.95898462%
			 
	 Aug 1 2010 	 	 103.54758810%
			 
	 Sep 1 2010 	 	 104.13697220%
			 
	 Oct 1 2010 	 	 104.72178605%
			 
	 Nov 1 2010 	 	 105.30735269%
			 
	 Dec 1 2010 	 	 102.98938311%
			 
	 Jan 1 2011 	 	 103.57111560%
			 
	 Feb 1 2011 	 	 104.15357836%
			 
	 Mar 1 2011 	 	 104.73677688%
			 
	 Apr 1 2011 	 	 105.32071670%
			 
	 May 1 2011 	 	 105.90046681%
			 
	 Jun 1 2011 	 	 102.58678153%
			 
	 Jul 1 2011 	 	 103.15735947%
			 
	 Aug 1 2011 	 	 103.72862740%
			 
	 Sep 1 2011 	 	 104.30059050%
			 
	 Oct 1 2011 	 	 104.8683174550%
			 
	 Nov 1 2011 	 	 105.4367136127%
			 
	 Dec 1 2011 	 	 103.1352556842%
			 
	 Jan 1 2012 	 	 103.7000688607%
			 
	 Feb 1 2012 	 	 104.2655300118%
			 
	 Mar 1 2012 	 	 104.8316440311%
			 
	 Apr 1 2012 	 	 105.3984158502%
			 
	 May 1 2012 	 	 105.9613306604%
			 
	 Jun 1 2012 	 	 99.7864347981%
			 
	 Jul 1 2012 	 	 100.3239994191%
			 
	 Aug 1 2012 	 	 100.8621742667%
			 
	 Sep 1 2012 	 	 101.4009639610%
			 
	 Oct 1 2012 	 	 101.9358533828%
			 
	 Nov 1 2012 	 	 102.4713335929%
			 
	 Dec 1 2012 	 	 100.2692082068%
			 
	 Jan 1 2013 	 	 100.8013636991%
			 
	 Feb 1 2013 	 	 101.3340901207%
			 
	 Mar 1 2013 	 	 101.8673918107%
			 
	 Apr 1 2013 	 	 102.4012731430%
			 
	 May 1 2013 	 	 102.9316352571%
			 
	 Jun 1 2013 	 	 96.0405293403%
			 
	 Jul 1 2013 	 	 96.5411398470%
			 
	 Aug 1 2013 	 	 97.0422862373%
			 
	 Sep 1 2013 	 	 97.5439726002%
			 
	 Oct 1 2013 	 	 98.0420997906%
			 
	 Nov 1 2013 	 	 98.5407448959%
			 
	 Dec 1 2013 	 	 96.4619380625%
			 
	 Jan 1 2014 	 	 96.9575276411%
			 
	 Feb 1 2014 	 	 97.4536167744%
			 
	 Mar 1 2014 	 	 97.9502092916%
			 
	 Apr 1 2014 	 	 98.4473090503%
			 
	 May 1 2014 	 	 98.9412216117%
			 
	 Jun 1 2014 	 	 91.8418959126%
			 
	 Jul 1 2014 	 	 92.3044428937%
			 
	 Aug 1 2014 	 	 92.7674575524%
			 
	 Sep 1 2014 	 	 93.2309434913%
			 
	 Oct 1 2014 	 	 93.6912060120%
			 
	 Nov 1 2014 	 	 94.1519197648%
			 
	 Dec 1 2014 	 	 92.2068142065%
			 
	 Jan 1 2015 	 	 92.6647425785%
			 
	 Feb 1 2015 	 	 93.1231053839%
			 
	 Mar 1 2015 	 	 93.5819059891%
			 
	 Apr 1 2015 	 	 94.0411477873%
			 
	 May 1 2015 	 	 94.4974767698%
			 
	 Jun 1 2015 	 	 87.1766786540%
			 
	 Jul 1 2015 	 	 87.5998154931%
			 
	 Aug 1 2015 	 	 88.0233570157%
			 
	 Sep 1 2015 	 	 88.4473063797%
			 
	 Oct 1 2015 	 	 88.8683093381%
			 
	 Nov 1 2015 	 	
			 89.2897017099%


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE 2
	 

	 	 	 	 Termination
			 
	 Termination
			 	 	 Amount
			 
	 Date
			 	 	 Percentage
			 
	
	 	

	 Dec 1 2015
			 	 	
			 87.4890368863% 
	 Jan 1 2016 	 	 87.9078598302%
			 
	 Feb 1 2016 	 	 88.3270565932%
			 
	 Mar 1 2016 	 	 88.7466301153%
			 
	 Apr 1 2016 	 	 89.1665833604%
			 
	 May 1 2016 	 	 89.5837917552%
			 
	 Jun 1 2016 	 	 82.9203593826%
			 
	 Jul 1 2016 	 	 83.3072100476%
			 
	 Aug 1 2016 	 	 83.6944026280%
			 
	 Sep 1 2016 	 	 84.0819398401%
			 
	 Oct 1 2016 	 	 84.4666968627%
			 
	 Nov 1 2016 	 	 84.8517808983%
			 
	 Dec 1 2016 	 	 83.1797957177%
			 
	 Jan 1 2017 	 	 83.5624140794%
			 
	 Feb 1 2017 	 	 83.9453442397%
			 
	 Mar 1 2017 	 	 84.3285887039%
			 
	 Apr 1 2017 	 	 84.7121500011%
			 
	 May 1 2017 	 	 85.0929867024%
			 
	 Jun 1 2017 	 	 81.8981264779%
			 
	 Jul 1 2017 	 	 82.2678098139%
			 
	 Aug 1 2017 	 	 82.6377743451%
			 
	 Sep 1 2017 	 	 83.0080223653%
			 
	 Oct 1 2017 	 	 83.3755122135%
			 
	 Nov 1 2017 	 	 83.7432676975%
			 
	 Dec 1 2017 	 	 82.1056498032%
			 
	 Jan 1 2018 	 	 82.4708991633%
			 
	 Feb 1 2018 	 	 82.8363982749%
			 
	 Mar 1 2018 	 	 83.2021492155%
			 
	 Apr 1 2018 	 	 83.5681540786%
			 
	 May 1 2018 	 	 83.9326279266%
			 
	 Jun 1 2018 	 	 78.8539432096%
			 
	 Jul 1 2018 	 	 79.1974520620%
			 
	 Aug 1 2018 	 	 79.5411961014%
			 
	 Sep 1 2018 	 	 79.8851773111%
			 
	 Oct 1 2018 	 	 80.2276106422%
			 
	 Nov 1 2018 	 	 80.5702719569%
			 
	 Dec 1 2018 	 	 79.0249870694%
			 
	 Jan 1 2019 	 	 79.3663231358%
			 
	 Feb 1 2019 	 	 79.7078798485%
			 
	 Mar 1 2019 	 	 80.0496591001%
			 
	 Apr 1 2019 	 	 80.3916628031%
			 
	 May 1 2019 	 	 80.7325868730%
			 
	 Jun 1 2019 	 	 75.6014650824%
			 
	 Jul 1 2019 	 	 75.9210292299%
			 
	 Aug 1 2019 	 	 76.2408056899%
			 
	 Sep 1 2019 	 	 76.5607963138%
			 
	 Oct 1 2019 	 	 76.8796969563%
			 
	 Nov 1 2019 	 	 77.1988058605%
			 
	 Dec 1 2019 	 	 75.7524983099%
			 
	 Jan 1 2020 	 	 76.0707232317%
			 
	 Feb 1 2020 	 	 76.3891523025%
			 
	 Mar 1 2020 	 	 76.7077873313%
			 
	 Apr 1 2020 	 	 77.0266301443%
			 
	 May 1 2020 	 	 77.3445652735%
			 
	 Jun 1 2020 	 	 74.1720494172%
			 
	 Jul 1 2020 	 	 74.4793814373%
			 
	 Aug 1 2020 	 	 74.7869113783%
			 
	 Sep 1 2020 	 	 75.0946410239%
			 
	 Oct 1 2020 	 	 75.4014548651%
			 
	 Nov 1 2020 	 	 75.7084637707%
			 
	 Dec 1 2020 	 	 74.3088406920%
			 
	 Jan 1 2021 	 	 74.6151277538%
			 
	 Feb 1 2021 	 	 74.9216069933%
			 
	 Mar 1 2021 	 	 75.2282801736%
			 
	 Apr 1 2021 	 	 75.5351490746%
			 
	 May 1 2021 	 	 75.8413024186%
			 
	 Jun 1 2021 	 	 70.6825966267%
			 
	 Jul 1 2021 	 	 70.9667205816%
			 
	 Aug 1 2021 	 	 71.2510332092%
			 
	 Sep 1 2021 	 	 71.5355362712%
			 
	 Oct 1 2021 	 	 71.8193184683%
			 
	 Nov 1 2021 	 	 72.1032879236%
			 
	 Dec 1 2021 	 	 70.8090338921%
			 
	 Jan 1 2022 	 	 71.0924700933%
			 
	 Feb 1 2022 	 	 71.3760921450%
			 
	 Mar 1 2022 	 	 71.6599018111%
			 
	 Apr 1 2022 	 	 71.9439008747%
			 
	 May 1 2022 	 	 72.2274059632%
			 
	 Jun 1 2022 	 	 67.0127010072%
			 
	 Jul 1 2022 	 	 67.2734828176%
			 
	 Aug 1 2022 	 	 67.5344505470%
			 
	 Sep 1 2022 	 	 67.7956059876%
			 
	 Oct 1 2022 	 	 68.0562657782%
			 
	 Nov 1 2022 	 	 68.3171118549%
			 
	 Dec 1 2022 	 	 67.1337558251%
			 
	 Jan 1 2023 	 	 67.3942947471%
			 
	 Feb 1 2023 	 	 67.6550203738%
			 
	 Mar 1 2023 	 	 67.9159345324%
			 
	 Apr 1 2023 	 	 68.1770390682%
			 
	 May 1 2023 	 	 68.4378782170%
			 
	 Jun 1 2023 	 	 65.2875222177%
			 
	 Jul 1 2023 	 	 65.5370211176%
			 
	 Aug 1 2023 	 	 65.7867105904%
			 
	 Sep 1 2023 	 	 66.0365925218%
			 
	 Oct 1 2023 	 	 66.2862111888%
			 
	 Nov 1 2023 	 	 66.5360227627%
			 
	 Dec 1 2023 	 	 65.4087804842%
			 
	 Jan 1 2024 	 	 65.6585260203%
			 
	 Feb 1 2024 	 	 65.9084668973%
			 
	 Mar 1 2024 	 	
			 66.1586050702%


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE 2
	 

	 	 	 	 Termination
			 
	 Termination
			 	 	 Amount
			 
	 Date
			 	 	 Percentage
			 
	
	 	

	 Apr 1 2024
			 	 	
			 66.4089425123% 
	 May 1 2024 	 	 66.6592692916%
			 
	 Jun 1 2024 	 	 61.4138281299%
			 
	 Jul 1 2024 	 	 61.6407936554%
			 
	 Aug 1 2024 	 	 61.8679627475%
			 
	 Sep 1 2024 	 	 62.0953374550%
			 
	 Oct 1 2024 	 	 62.3227079236%
			 
	 Nov 1 2024 	 	 62.5502866058%
			 
	 Dec 1 2024 	 	 61.5416285691%
			 
	 Jan 1 2025 	 	 61.7694180800%
			 
	 Feb 1 2025 	 	 61.9974206098%
			 
	 Mar 1 2025 	 	 62.2256383160%
			 
	 Apr 1 2025 	 	 62.4540733782%
			 
	 May 1 2025 	 	 62.6827885608%
			 
	 Jun 1 2025 	 	 57.3760587842%
			 
	 Jul 1 2025 	 	 57.5807086422%
			 
	 Aug 1 2025 	 	 57.7855852408%
			 
	 Sep 1 2025 	 	 57.9906908782%
			 
	 Oct 1 2025 	 	 58.1960884397%
			 
	 Nov 1 2025 	 	 58.4017201568%
			 
	 Dec 1 2025 	 	 57.5182008648%
			 
	 Jan 1 2026 	 	 57.7243686019%
			 
	 Feb 1 2026 	 	 57.9307781379%
			 
	 Mar 1 2026 	 	 58.1374319249%
			 
	 Apr 1 2026 	 	 58.3443324411%
			 
	 May 1 2026 	 	 58.5518168147%
			 
	 Jun 1 2026 	 	 55.4232339386%
			 
	 Jul 1 2026 	 	 55.6187098801%
			 
	 Aug 1 2026 	 	 55.8144472917%
			 
	 Sep 1 2026 	 	 56.0104488173%
			 
	 Oct 1 2026 	 	 56.2070517506%
			 
	 Nov 1 2026 	 	 56.4039266393%
			 
	 Dec 1 2026 	 	 55.5884777351%
			 
	 Jan 1 2027 	 	 55.7862394207%
			 
	 Feb 1 2027 	 	 55.9842838537%
			 
	 Mar 1 2027 	 	 56.1826138838%
			 
	 Apr 1 2027 	 	 56.3812323886%
			 
	 May 1 2027 	 	 56.5811512771%
			 
	 Jun 1 2027 	 	 51.0335140406%
			 
	 Jul 1 2027 	 	 51.2080180739%
			 
	 Aug 1 2027 	 	 51.3828374230%
			 
	 Sep 1 2027 	 	 51.5579752305%
			 
	 Oct 1 2027 	 	 51.7344436702%
			 
	 Nov 1 2027 	 	 51.9112444071%
			 
	 Dec 1 2027 	 	 51.2379648769%
			 
	 Jan 1 2028 	 	 51.4164491234%
			 
	 Feb 1 2028 	 	 51.5952831091%
			 
	 Mar 1 2028 	 	 51.7744702859%
			 
	 Apr 1 2028 	 	 51.9540141395%
			 
	 May 1 2028 	 	 52.1356334711%
			 
	 Jun 1 2028 	 	 46.5073717300%
			 
	 Jul 1 2028 	 	 46.6631504701%
			 
	 Aug 1 2028 	 	 46.8193257379%
			 
	 Sep 1 2028 	 	 46.9759013909%
			 
	 Oct 1 2028 	 	 47.1345966023%
			 
	 Nov 1 2028 	 	 47.2937127060%
			 
	 Dec 1 2028 	 	 46.7727124906%
			 
	 Jan 1 2029 	 	 46.9343979042%
			 
	 Feb 1 2029 	 	 47.0965292162%
			 
	 Mar 1 2029 	 	 47.2591107107%
			 
	 Apr 1 2029 	 	 47.4221467169%
			 
	 May 1 2029 	 	 47.5876857021%
			 
	 Jun 1 2029 	 	 44.8577912504%
			 
	 Jul 1 2029 	 	 45.0136896395%
			 
	 Aug 1 2029 	 	 45.1700907282%
			 
	 Sep 1 2029 	 	 45.3269992874%
			 
	 Oct 1 2029 	 	 45.4864642358%
			 
	 Nov 1 2029 	 	 45.6464614518%
			 
	 Dec 1 2029 	 	 45.2023311210%
			 
	 Jan 1 2030 	 	 45.3654520970%
			 
	 Feb 1 2030 	 	 45.5291356774%
			 
	 Mar 1 2030 	 	 45.6933871493%
			 
	 Apr 1 2030 	 	 45.8582118519%
			 
	 May 1 2030 	 	 46.0292977930%
			 
	 Jun 1 2030 	 	 40.3586303749%
			 
	 Jul 1 2030 	 	 40.5067582612%
			 
	 Aug 1 2030 	 	 40.6555658917%
			 
	 Sep 1 2030 	 	 40.8050594975%
			 
	 Oct 1 2030 	 	 40.9609279868%
			 
	 Nov 1 2030 	 	 41.1175370957%
			 
	 Dec 1 2030 	 	 40.8496204301%
			 
	 Jan 1 2031 	 	 41.0134136234%
			 
	 Feb 1 2031 	 	 41.1780097941%
			 
	 Mar 1 2031 	 	 41.3434161676%
			 
	 Apr 1 2031 	 	 41.5096400350%
			 
	 May 1 2031 	 	 41.6827394435%
			 
	 Jun 1 2031 	 	 37.0002694972%
			 
	 Jul 1 2031 	 	 37.1532327616%
			 
	 Aug 1 2031 	 	 37.3070940992%
			 
	 Sep 1 2031 	 	 37.4618615241%
			 
	 Oct 1 2031 	 	 37.6235938145%
			 
	 Nov 1 2031 	 	 37.7862931712%
			 
	 Dec 1 2031 	 	 36.3053058018%
			 
	 Jan 1 2032 	 	 36.4682803746%
			 
	 Feb 1 2032 	 	 36.6322926916%
			 
	 Mar 1 2032 	 	 36.7973518952%
			 
	 Apr 1 2032 	 	 36.9634672102%
			 
	 May 1 2032 	 	 37.1370504587%
			 
	 Jun 1 2032 	 	 34.0031771406%
			 
	 Jul 1 2032 	 	
			 34.1620262936%


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE 2
	 

	 	 	 	 Termination
			 
	 Termination
			 	 	 Amount
			 
	 Date
			 	 	 Percentage
			 
	
	 	

	 Aug 1 2032
			 	 	
			 34.3219772167% 
	 Sep 1 2032 	 	 34.4830396270%
			 
	 Oct 1 2032 	 	 34.6516258391%
			 
	 Nov 1 2032 	 	 34.8213905630%
			 
	 Dec 1 2032 	 	 34.8185584005%
			 
	 Jan 1 2033 	 	 34.9971137604%
			 
	 Feb 1 2033 	 	 35.1769262480%
			 
	 Mar 1 2033 	 	 35.3580068357%
			 
	 Apr 1 2033 	 	 35.5403665943%
			 
	 May 1 2033 	 	 35.7307684451%
			 
	 Jun 1 2033 	 	 29.4949750204%
			 
	 Jul 1 2033 	 	 29.6519030277%
			 
	 Aug 1 2033 	 	 29.8101485775%
			 
	 Sep 1 2033 	 	 29.9697232051%
			 
	 Oct 1 2033 	 	 30.1373902958%
			 
	 Nov 1 2033 	 	 30.3064597526%
			 
	 Dec 1 2033 	 	 30.4735541274%
			 
	 Jan 1 2034 	 	 30.6522168368%
			 
	 Feb 1 2034 	 	 30.8323688143%
			 
	 Mar 1 2034 	 	 31.0140229843%
			 
	 Apr 1 2034 	 	 31.1971923886%
			 
	 May 1 2034 	 	 31.3882328316%
			 
	 Jun 1 2034 	 	 27.7975853976%
			 
	 Jul 1 2034 	 	 27.9557357497%
			 
	 Aug 1 2034 	 	 28.1152397503%
			 
	 Sep 1 2034 	 	 28.2761094530%
			 
	 Oct 1 2034 	 	 28.4446996681%
			 
	 Nov 1 2034 	 	 28.6147269126%
			 
	 Dec 1 2034 	 	 28.7862039245%
			 
	 Jan 1 2035 	 	 28.9654862061%
			 
	 Feb 1 2035 	 	 29.1462909703%
			 
	 Mar 1 2035 	 	 29.3286316592%
			 
	 Apr 1 2035 	 	 29.5125218393%
			 
	 May 1 2035 	 	 29.7036598295%
			 
	 Jun 1 2035 	 	 25.7564751551%
			 
	 Jul 1 2035 	 	 25.9094714933%
			 
	 Aug 1 2035 	 	 26.0638095162%
			 
	 Sep 1 2035 	 	 26.2195014800%
			 
	 Oct 1 2035 	 	 26.3822443843%
			 
	 Nov 1 2035 	 	 26.5464081093%
			 
	 Dec 1 2035 	 	 26.7120055742%
			 
	 Jan 1 2036 	 	 26.8847344479%
			 
	 Feb 1 2036 	 	 27.0589652864%
			 
	 Mar 1 2036 	 	 27.2347116882%
			 
	 Apr 1 2036 	 	 27.4119873830%
			 
	 May 1 2036 	 	 27.5965535488%
			 
	 Jun 1 2036 	 	 22.7757608351%
			 
	 Jul 1 2036 	 	 22.9123498930%
			 
	 Aug 1 2036 	 	 23.0501891911%
			 
	 Sep 1 2036 	 	 23.1892906399%
			 
	 Oct 1 2036 	 	 23.3354135884%
			 
	 Nov 1 2036 	 	 23.4828653435%
			 
	 Dec 1 2036 	 	 23.6316584865%
			 
	 Jan 1 2037 	 	 23.7875530440%
			 
	 Feb 1 2037 	 	 23.9448570043%
			 
	 Mar 1 2037 	 	 24.1035836382%
			 
	 Apr 1 2037 	 	 24.2637463446%
			 
	 May 1 2037 	 	 24.4313043188%
			 
	 Jun 1 2037 	 	 24.2220030064%
			 
	 Jul 1 2037 	 	 24.3942324868%
			 
	 Aug 1 2037 	 	 24.5680097035%
			 
	 Sep 1 2037 	 	 24.7433491447%
			 
	 Oct 1 2037 	 	 24.9262111020%
			 
	 Nov 1 2037 	 	 25.1107086293%
			 
	 Dec 1 2037 	 	 25.2968569647%
			 
	 Jan 1 2038 	 	 25.4906171611%
			 
	 Feb 1 2038 	 	 25.6861030360%
			 
	 Mar 1 2038 	 	 25.8833305995%
			 
	 Apr 1 2038 	 	 26.0823160169%
			 
	 May 1 2038 	 	 26.2893367203%
			 
	 Jun 1 2038 	 	 26.4981943580%
			 
	 Jul 1 2038 	 	 26.7151670207%
			 
	 Aug 1 2038 	 	 26.9340570203%
			 
	 Sep 1 2038 	 	 27.1548820068%
			 
	 Oct 1 2038 	 	 27.3839209097%
			 
	 Nov 1 2038 	 	 27.6149768893%
			 
	 Dec 1 2038 	 	 26.0582588497%
			 
	 Jan 1 2039 	 	 26.2793124342%
			 
	 Feb 1 2039 	 	 26.5023349739%
			 
	 Mar 1 2039 	 	 26.7273447398%
			 
	 Apr 1 2039 	 	 26.9543601766%
			 
	 May 1 2039 	 	 27.1899622603%
			 
	 Jun 1 2039 	 	 27.4276559499%
			 
	 Jul 1 2039 	 	 27.6740229416%
			 
	 Aug 1 2039 	 	 27.9225689186%
			 
	 Sep 1 2039 	 	 28.1733139584%
			 
	 Oct 1 2039 	 	 28.4328406806%
			 
	 Nov 1 2039 	 	 28.6946557040%
			 
	 Dec 1 2039 	 	 28.9587800457%
			 
	 Jan 1 2040 	 	 29.2317972768%
			 
	 Feb 1 2040 	 	 29.5072149739%
			 
	 Mar 1 2040 	 	 29.7850551216%
			 
	 Apr 1 2040 	 	 30.0653399140%
			 
	 May 1 2040 	 	 30.3625739485%
			 
	 Jun 1 2040 	 	 30.6624047010%
			 
	 Jun 13 2040
			 	 	
			 21.5013547455%


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE
		3
	 

	 	
			 Date 	 	
			 Column 1 	 	 Column 2 
	
	 	
	 	

	 Jul 13
			 2007 	 	 0.00 	 	0.00 
	 Dec 1
			 2007 	 	
			 5,365,995.45 	 	0.00 
	 Jun 1
			 2008 	 	
			 6,999,124.50 	 	0.00 
	 Dec 1
			 2008 	 	
			 6,999,124.50 	 	0.00 
	 Jun 1
			 2009 	 	
			 8,682,124.50 	 	 1,683,000.00 
	 Dec 1
			 2009 	 	
			 6,941,481.75 	 	0.00 
	 Jun 1
			 2010 	 	
			 9,119,481.75 	 	 2,178,000.00 
	 Dec 1
			 2010 	 	
			 6,866,885.25 	 	0.00 
	 Jun 1
			 2011 	 	
			 9,197,885.25 	 	 2,331,000.00 
	 Dec 1
			 2011 	 	
			 6,787,048.50 	 	0.00 
	 Jun 1
			 2012 	 	
			 15,922,048.50 	 	 9,135,000.00 
	 Dec 1
			 2012 	 	
			 6,474,174.75 	 	0.00 
	 Jun 1
			 2013 	 	
			 17,535,174.75 	 	 11,061,000.00 
	 Dec 1
			 2013 	 	
			 6,095,335.50 	 	0.00 
	 Jun 1
			 2014 	 	
			 17,948,335.50 	 	 11,853,000.00 
	 Dec 1
			 2014 	 	
			 5,689,370.25 	 	0.00 
	 Jun 1
			 2015 	 	
			 18,379,370.25 	 	 12,690,000.00 
	 Dec 1
			 2015 	 	
			 5,254,737.75 	 	0.00 
	 Jun 1
			 2016 	 	
			 16,648,737.75 	 	 11,394,000.00 
	 Dec 1
			 2016 	 	
			 4,864,493.25 	 	0.00 
	 Jun 1
			 2017 	 	
			 8,437,493.25 	 	 3,573,000.00 
	 Dec 1
			 2017 	 	
			 4,742,118.00 	 	0.00 
	 Jun 1
			 2018 	 	
			 12,851,118.00 	 	 8,109,000.00 
	 Dec 1
			 2018 	 	
			 4,464,384.75 	 	0.00 
	 Jun 1
			 2019 	 	
			 12,924,384.75 	 	 8,460,000.00 
	 Dec 1
			 2019 	 	
			 4,174,629.75 	 	0.00 
	 Jun 1
			 2020 	 	
			 8,233,629.75 	 	 4,059,000.00 
	 Dec 1
			 2020 	 	
			 4,035,609.00 	 	0.00 
	 Jun 1
			 2021 	 	
			 12,900,609.00 	 	 8,865,000.00 
	 Dec 1
			 2021 	 	
			 3,731,982.75 	 	0.00 
	 Jun 1
			 2022 	 	
			 12,983,982.75 	 	 9,252,000.00 
	 Dec 1
			 2022 	 	
			 3,415,101.75 	 	0.00 
	 Jun 1
			 2023 	 	
			 8,050,101.75 	 	 4,635,000.00 
	 Dec 1
			 2023 	 	
			 3,256,353.00 	 	0.00 
	 Jun 1
			 2024 	 	
			 12,976,353.00 	 	 9,720,000.00 
	 Dec 1
			 2024 	 	
			 2,923,443.00 	 	0.00 
	 Jun 1
			 2025 	 	
			 13,075,443.00 	 	 10,152,000.00 
	 Dec 1
			 2025 	 	
			 2,575,737.00 	 	0.00 
	 Jun 1
			 2026 	 	
			 7,876,737.00 	 	 5,301,000.00 
	 Dec 1
			 2026 	 	
			 2,394,177.75 	 	0.00 
	 Jun 1
			 2027 	 	
			 13,590,177.75 	 	 11,196,000.00 
	 Dec 1
			 2027 	 	
			 2,010,714.75 	 	0.00 
	 Jun 1
			 2028 	 	
			 13,737,714.75 	 	 11,727,000.00 
	 Dec 1
			 2028 	 	
			 1,609,065.00 	 	0.00 
	 Jun 1
			 2029 	 	
			 6,847,065.00 	 	 5,238,000.00 
	 Dec 1
			 2029 	 	
			 1,429,663.50 	 	0.00 
	 Jun 1
			 2030 	 	
			 13,813,663.50 	 	 12,384,000.00 
	 Dec 1
			 2030 	 	
			 1,005,511.50 	 	0.00 
	 Jun 1
			 2031 	 	
			 10,374,511.50 	 	 9,369,000.00 
	 Dec 1
			 2031 	 	
			 3,888,623.25 	 	 3,204,000.00 
	 Jun 1
			 2032 	 	
			 5,362,886.25 	 	 4,788,000.00 
	 Dec 1
			 2032 	 	
			 410,897.25 	 	0.00 
	 Jun 1
			 2033 	 	
			 12,173,897.25 	 	 11,763,000.00 
	 Dec 1
			 2033 	 	 8,014.50
			 	 	0.00 
	 Jun 1
			 2034 	 	
			 242,014.50 	 	 234,000.00


	 
		
	 

	 

	 
	 

	 

	 
		SCHEDULE
		4
	 

	 	 	 Date
			 	 	 Column 1
			 	 
	 	
	 	
	 
	 	 Jul 13 2007
			 	 	 204,354,000.00 	 
	 	 Dec 1 2007 	 	
			 204,354,000.00 	 
	 	 Jun 1 2008 	 	
			 204,354,000.00 	 
	 	 Dec 1 2008 	 	
			 204,354,000.00 	 
	 	 Jun 1 2009 	 	
			 202,671,000.00 	 
	 	 Dec 1 2009 	 	
			 202,671,000.00 	 
	 	 Jun 1 2010 	 	
			 200,493,000.00 	 
	 	 Dec 1 2010 	 	
			 200,493,000.00 	 
	 	 Jun 1 2011 	 	
			 198,162,000.00 	 
	 	 Dec 1 2011 	 	
			 198,162,000.00 	 
	 	 Jun 1 2012 	 	
			 189,027,000.00 	 
	 	 Dec 1 2012 	 	
			 189,027,000.00 	 
	 	 Jun 1 2013 	 	
			 177,966,000.00 	 
	 	 Dec 1 2013 	 	
			 177,966,000.00 	 
	 	 Jun 1 2014 	 	
			 166,113,000.00 	 
	 	 Dec 1 2014 	 	
			 166,113,000.00 	 
	 	 Jun 1 2015 	 	
			 153,423,000.00 	 
	 	 Dec 1 2015 	 	
			 153,423,000.00 	 
	 	 Jun 1 2016 	 	
			 142,029,000.00 	 
	 	 Dec 1 2016 	 	
			 142,029,000.00 	 
	 	 Jun 1 2017 	 	
			 138,456,000.00 	 
	 	 Dec 1 2017 	 	
			 138,456,000.00 	 
	 	 Jun 1 2018 	 	
			 130,347,000.00 	 
	 	 Dec 1 2018 	 	
			 130,347,000.00 	 
	 	 Jun 1 2019 	 	
			 121,887,000.00 	 
	 	 Dec 1 2019 	 	
			 121,887,000.00 	 
	 	 Jun 1 2020 	 	
			 117,828,000.00 	 
	 	 Dec 1 2020 	 	
			 117,828,000.00 	 
	 	 Jun 1 2021 	 	
			 108,963,000.00 	 
	 	 Dec 1 2021 	 	
			 108,963,000.00 	 
	 	 Jun 1 2022 	 	
			 99,711,000.00 	 
	 	 Dec 1 2022 	 	
			 99,711,000.00 	 
	 	 Jun 1 2023 	 	
			 95,076,000.00 	 
	 	 Dec 1 2023 	 	
			 95,076,000.00 	 
	 	 Jun 1 2024 	 	
			 85,356,000.00 	 
	 	 Dec 1 2024 	 	
			 85,356,000.00 	 
	 	 Jun 1 2025 	 	
			 75,204,000.00 	 
	 	 Dec 1 2025 	 	
			 75,204,000.00 	 
	 	 Jun 1 2026 	 	
			 69,903,000.00 	 
	 	 Dec 1 2026 	 	
			 69,903,000.00 	 
	 	 Jun 1 2027 	 	
			 58,707,000.00 	 
	 	 Dec 1 2027 	 	
			 58,707,000.00 	 
	 	 Jun 1 2028 	 	
			 46,980,000.00 	 
	 	 Dec 1 2028 	 	
			 46,980,000.00 	 
	 	 Jun 1 2029 	 	
			 41,742,000.00 	 
	 	 Dec 1 2029 	 	
			 41,742,000.00 	 
	 	 Jun 1 2030 	 	
			 29,358,000.00 	 
	 	 Dec 1 2030 	 	
			 29,358,000.00 	 
	 	 Jun 1 2031 	 	
			 19,989,000.00 	 
	 	 Dec 1 2031 	 	
			 16,785,000.00 	 
	 	 Jun 1 2032 	 	
			 11,997,000.00 	 
	 	 Dec 1 2032 	 	
			 11,997,000.00 	 
	 	 Jun 1 2033 	 	
			 234,000.00 	 
	 	 Dec 1 2033 	 	
			 234,000.00 	 
	 	 Jun 1 2034 	 	
			 0.00