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FINAL
 
 Head Lease Agreement
(A1)
   Tennessee Valley Authority,
 NVG Network I Statutory Trust,
 
 Lease OF Control, Monitoring and Data
ANALYSIS NETWORK




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TABLE OF CONTENTS
 PageSECTION 1.
    
    DEFINITIONS
    
    
    1SECTION 2.
    
    LEASE OF UNDIVIDED INTEREST; CONVEYANCE OF INTEREST IN SOFTWARE RIGHTS
    
    
    1Section 2.1.
    
    Lease of Undivided Interest
    
    
    1Section 2.2.
    
    Conveyance of Interest in Software Rights
    
    
    2SECTION 3.
    
    TERM AND RENT
    
    
    2Section 3.1.
    
    Head Lease Basic Term
    
    
    2Section 3.2.
    
    Head Lease Renewal Term
    
    
    2Section 3.3.
    
    Rent
    
    
    2SECTION 4.
    
    RIGHT OF QUIET ENJOYMENT
    
    
    3SECTION 5.
    
    TRANSFERS; CONVEYANCE OF TITLE
    
    
    3Section 5.1
    
    Transfer of Head Lessors Interest
    
    
    3Section 5.2.
    
    Other Transfers
    
    
    3SECTION 6.
    
    TERMINATION; SURRENDER AND RETURN; PARTIAL TERMINATION4Section 6.1.
    
    Automatic Termination of this Head Lease
    
    
    4Section 6.2.
    
    Termination of Head Lease at Option of Head Lessee
    
    
    4Section 6.3.
    
    Return by Head Lessee
    
    
    4SECTION 7.
    
    LIENS
    
    
    4Section 7.1.
    
    Head Lessor Covenant
    
    
    4SECTION 8.
    
    NONTERMINABILITY
    
    
    5SECTION 9.
    
    SEVERANCE
    
    
    5SECTION 10.
    
    MODIFICATIONS; REPLACEMENT
COMPONENTS; SUBSTITUTED COMPONENTS, SUBSTITUTED NON-NETWORK EQUIPMENT; FUTURE SOFTWARE RIGHTS
    
    
    5SECTION 11.
    
    NONMERGER
    
    
    6SECTION 12.
    
    APPLICATION OF PAYMENTS FROM GOVERNMENTAL ENTITYSECTION 13.
    
    SECURITY FOR THE HEAD LESSEES OBLIGATION
    
    
    6
6SECTION 14.
    
    MISCELLANEOUS
    
    
    7Section 14.1.
    
    Amendments and Waivers
    
    
    7Section 14.2.
    
    Notices
    
    
    7




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TABLE
OF CONTENTS (continued)
 PageSection 14.3.
    
    Survival
    
    
    7Section 14.4.
    
    Successors and Assigns
    
    
    7Section 14.5.
    
    Business Day
    
    
    7Section 14.6.
    
    Governing Law
    
    
    7Section 14.7.
    
    Severability
    
    
    7Section 14.8.
    
    Counterparts
    
    
    7Section 14.9.
    
    Headings and Table of Contents
    
    
    8Section 14.10.
    
    Further Assurances
    
    
    8Section 14.11.
    
    Effectiveness
    
    
    8Section 14.12.
    
    Limitation of Liability
    
    
    8
 Attachments:




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Head
Lease Agreement(A1)
 HEAD LEASE AGREEMENT (A1), Head Lease TENNESSEE VALLEY AUTHORITY Head Lessor NVG NETWORK I STATUTORY TRUST Head
Lessee
 WHEREAS
 WHEREAS
 WHEREAS,
 NOW, THEREFORE,
   SECTION 2.
    
    LEASE OF UNDIVIDED INTEREST; CONVEYANCE OF INTEREST IN SOFTWARE RIGHTS.
 Section 2.1. Lease of Undivided Interest.




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Section 2.2.
Conveyance of Interest in Software Rights.
  Section 3.1.
Head Lease Basic Term. Head Lease Basic
Term
 Section 3.2. Head Lease Renewal Term. Head Lease
Renewal Term Head Lease Term
 Section 3.3.
Rent. Head Lease Rent
 2




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provided
  Section 5.1. Transfer of Head Lessors Interest.
 Section 5.2.
Other Transfers.
 3




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Section 6.1. Automatic Termination of this Head Lease.
 Section 6.2. Termination of Head Lease at Option of Head Lessee.
 Section 6.3. Return by Head Lessee.
  Section 7.1. Head Lessor Covenant.
 4




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provided, however,
     SECTION 10.
    
    MODIFICATIONS; REPLACEMENT COMPONENTS; SUBSTITUTED
COMPONENTS, SUBSTITUTED NON-NETWORK EQUIPMENT; FUTURE SOFTWARE RIGHTS.
  5




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6




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Section 14.1. Amendments and Waivers.
 Section 14.2.
Notices.
 Section 14.3. Survival.
 Section 14.4. Successors and Assigns.
   Section 14.5. Business Day. (provided
 Section 14.6. Governing Law.
 Section 14.7. Severability.
 Section 14.8. Counterparts.
 7




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Section 14.9. Headings and Table of Contents.
 Section 14.10. Further Assurances.
 Section 14.11. Effectiveness.
 Section 14.12. Limitation of Liability.
  8




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IN WITNESS WHEREOF,
 TENNESSEE VALLEY AUTHORITY,as Head LessorBy:
    
    /s/ John M. HoskinsName: John M. HoskinsTitle: Sr. V.P. & TreasurerNVG NETWORK I STATUTORY TRUST,as Head LesseeBy:
    
    Wells Fargo Delaware Trust Company
not in its individual capacity, but solely as
Owner Trustee under the Trust AgreementBy:
    
    /s/ Ann Roberts DukartName: Ann Roberts DukartTitle: Vice President




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*
    
    Receipt of the original counterpart of the foregoing Head Lease is hereby acknowledged on this
26th day of September, 2003. WILMINGTON TRUST COMPANY,not in its individual capacity, but solelyas Lease Indenture TrusteeBy:
    
    /s/ Ann Roberts DukartName: Ann Roberts DukartTitle: Vice President
 
 *
    
    This acknowledgment executed in the original counterpart only.




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CONTROL, MONITORING AND DATA ANALYSIS NETWORK
HEAD LEASE AGREEMENTS