AMENDED AND RESTATED INTERCOMPANY LOAN SUBORDINATION AGREEMENT

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Exhibit 10.23.1

Execution Copy

AMENDED AND RESTATED INTERCOMPANY LOAN SUBORDINATION AGREEMENT

AMENDED AND RESTATED INTERCOMPANY LOAN SUBORDINATION AGREEMENT (this "Agreement"), dated as of December 7, 2001, among (i) EDISON MISSION HOLDINGS CO., a California corporation ("EME Holdings"), (ii) EDISON MISSION FINANCE CO., a California corporation ("Edison Mission Finance"), (iii) XXXXX CITY PROPERTY HOLDINGS, INC., a California corporation ("Xxxxx City Holdings"), (iv) CHESTNUT RIDGE ENERGY CO., a California corporation ("Chestnut Ridge"), (v) MISSION ENERGY WESTSIDE, INC., a California corporation ("MEW"), (vi) EME HOMER CITY GENERATION L.P., a Pennsylvania limited partnership ("Xxxxx City" or the "Facility Lessee" and, together with EME Holdings, Edison Mission Finance, Xxxxx City Holdings, Chestnut Ridge and MEW, the "Loan Parties"), and (vii) THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as collateral agent for the holders of the Initial Lessor Notes (as such term is defined in the Participation Agreement) (in such capacity, the "Collateral Agent").

RECITALS

WHEREAS, contemporaneously herewith Xxxxx City, a wholly owned subsidiary of Edison Mission Midwest Holdings Co. ("Holdings"), will enter into a transaction pursuant to the eight Participation Agreements, in each case, by and among Xxxxx City, the Owner Lessor (as defined therein), Xxxxx Fargo Bank Northwest, National Association, not in its individual capacity but solely as Owner Manager, the Owner Participant (as defined therein), Xxxxx City Funding LLC, as Lender and the Collateral Agent, as Indenture Trustee, Bondholder Trustee and Security Agent (as amended, modified and supplemented and in effect from time to time, each a "Participation Agreement") whereby Xxxxx City shall sell certain of its generating assets to the Owner Lessors and the Owner Lessors shall lease such generating assets to Xxxxx City under each Facility Lease;

WHEREAS, the holders of the Initial Lessor Notes (as such term is defined in the Participation Agreement) have purchased the Initial Lessor Notes from the Owner Lessor and have been granted a security interest in the Facility Lease as collateral for the Initial Lessor Notes;

WHEREAS, Edison Mission Finance has entered into a Subordinated Loan Agreement, dated as of March 18, 1999 (the "Holdings Loan Agreement"), with EME Holdings, pursuant to which EME Holdings has agreed to make loans ("Holdings Loans") to Edison Mission Finance from time to time with the proceeds of the Holdings Loans on the terms and subject to the conditions contained in the Holdings Loan Agreement.

WHEREAS, EME Homer City has entered into the Subordinated Loan Agreement, dated as of March 18, 1999 (the "Finance Loan Agreement"), with Edison Mission Finance, pursuant to which Edison Mission Finance has agreed to make loans ("Finance Loans") to EME Homer City from time to time with the proceeds of the Holdings Loans on the terms and subject to the conditions contained in the Finance Loan Agreement.

WHEREAS, EME Homer City has entered into the Subordinated Revolving Loan Agreement, dated as of March 18, 1999 (the "Revolving Loan Agreement"), with Edison Mission Finance, pursuant to which Edison Mission Finance has agreed to make loans ("Revolving Loans") to EME Homer City from time to time on the terms and subject to the conditions contained in the Revolving Loan Agreement.

WHEREAS, in connection with the transactions contemplated by the Participation Agreements, the parties hereto will agree to subordinate certain claims against Xxxxx City under the Holdings

Loans, Finance Loans and Revolving Loans to the rights of holders of the Obligations (as defined herein); and

WHEREAS, the execution and delivery of this Agreement is a condition precedent to each of the Participation Agreements.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the parties hereto hereby agrees to amend and restate the Intercompany Loan Subordination Agreement between the Loan Parties and the Collateral Agent, dated as of March 18, 1999 (the "Intercompany Loan Subordination Agreement") in its entirety as follows:

ARTICLE I
DEFINITIONS; PRINCIPLES OF CONSTRUCTION

Section 1.1 Definitions. (a) Unless otherwise expressly provided herein, capitalized terms used but not defined in this Agreement, including in the Preamble and the Recitals, shall have the meanings given to such terms in each Participation Agreement.

(b) Other Defined Terms. The following terms, when used herein, shall have the following meanings:

"Intercompany Borrower" shall mean any Loan Party in its capacity as borrower under any Intercompany Loan Agreement.

"Intercompany Loans" shall mean any indebtedness by any Loan Party relating to an Intercompany Loan Agreement.

"Intercompany Loan Agreement" shall mean the Holdings Loan Agreement, the Finance Loan Agreement, the Revolving Loan Agreement and any other loan agreement to be entered into from time to time by an Intercompany Borrower and a Subordinated Party.

"Obligations" shall mean (i) all obligations of Xxxxx City owed now or hereafter under each of the Participation Agreements, and related Operative Documents, including without limitation Basic Lease Rent, Termination Value, any Supplemental Rent (whether for indemnities, costs, expenses or otherwise) now or hereafter owed by Xxxxx City to the Owner Lessor, the Security Agent, the Lease Indenture Trustee, the Lender or the Bondholder Trustee under the Operative Documents and (ii) obligations owed now or hereafter by Xxxxx City with respect to or on account of Permitted Indebtedness.

"Proceeding" shall have the meaning given to such term in Section 3.2.

"Secured Party" shall mean any party to whom Xxxxx City owes an Obligation.

"Senior Claims" shall have the meaning given to such term in Section 2.1(a).

"Subordinated Claims" shall have the meaning given to such term in Section 2.1(a).

"Subordinated Notes" shall have the meaning given to such term in Section 2.1(c).

"Subordinated Party" shall mean any Loan Party in its capacity as lender under an Intercompany Loan Agreement.

Section 1.2 Principles of Construction. Unless otherwise expressly provided herein, the principles of construction set forth in the Participation Agreement shall apply to this Agreement.

ARTICLE II
SUBORDINATION PROVISIONS

Section 2.1 Subordination of Intercompany Loans. Until all Obligations shall have been indefeasibly paid in full and the Facility Lease, the other Operative Documents and any agreement relating to Permitted Indebtedness have terminated in accordance with their terms:

(a) (i) all principal of, premium, if any, interest and any other amounts owing on any Intercompany Loan made by any Loan Party, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred or created ("Subordinated Claims") shall be subordinate to the prior payment of and junior in right of payment to all principal of, premium, if any, and interest (including default interest and interest accruing after the initiation of any Proceeding whether or not allowed as a claim in such a Proceeding) owing in respect of all other Obligations owed by Xxxxx City under the Operative Documents and under any Permitted Indebtedness (collectively, "Senior Claims")

(b) no Loan Party shall, directly or indirectly, make any payment of principal or interest on account of, or transfer any collateral for any part of, any Subordinated Claims; provided, however, that the Loan Parties may make regularly scheduled payments of interest and principal on account of Subordinated Claims so long as at such time Restricted Payments are permitted to be made pursuant to the terms of the Amended and Restated Security Deposit Agreement;

(c) the Subordinated Parties shall not demand, xxx for or accept any payment or collateral in respect of any Subordinated Claims, or take any other action to enforce their rights or exercise any remedies in respect of any Subordinated Claims (whether upon the occurrence or during the continuation of an event of default under the related Intercompany Loan Agreement or an event of default under any promissory notes evidencing Subordinated Claims (collectively, "Subordinated Notes" or otherwise), or cancel, set off or otherwise discharge any part of any Subordinated Claims; and

(d) no Intercompany Borrower or Subordinated Party shall otherwise take any action prejudicial to or inconsistent with the priority position of the Secured Parties over the Subordinated Parties created by this Section 2.1.

Section 2.2 Reliance. All Senior Claims shall conclusively be deemed to have been created, contracted or incurred in reliance on the subordination provisions contained in this Agreement and all dealings between the Loan Parties and each of the holders of Senior Claims shall be deemed to have been consummated in reliance upon the subordination provisions contained herein.

Section 2.3 Other Holders. The subordination provisions set forth in this Agreement shall be binding upon transferees or assignees of the Subordinated Parties and upon each other holder of Subordinated Claims and shall inure to the benefit of transferees or assignees of the holders of the Initial Lessor Notes and every other holder of Senior Claims.

ARTICLE III
WRONGFUL COLLECTIONS

Section 3.1 Turnover. Should any payment on account of, or any collateral for any part of, any Subordinated Claims be received by the Subordinated Parties in violation of this Agreement, such payment or collateral shall be delivered forthwith to the Collateral Agent for application in accordance with the Amended and Restated Security Deposit Agreement and the other Security Documents. The Collateral Agent is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered, any such payment or collateral shall be held by the Subordinated Parties in trust for the Secured Parties and shall not be commingled with other funds or property of the Subordinated Parties.

Section 3.2 Survival of Obligation. The obligation of the Subordinated Parties to deliver to the Collateral Agent any payment or collateral received in connection with any Subordinated Claims, set forth in Section 3.1, shall survive and shall not be in any way affected by the result of any (a) insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Intercompany Borrower, its property or its creditors as such, (b) proceeding for any liquidation, dissolution or other winding-up of any Intercompany Borrower, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (c) assignment for the benefit of creditors, (d) other marshalling of the assets of any Intercompany Borrower or (e) general meeting of creditors of any Intercompany Borrower, in each case, under the laws of the United States or any other jurisdiction (any such event, a "Proceeding").

ARTICLE IV
PROCEEDINGS

Section 4.1 Commencement of Proceedings. No Subordinated Party shall commence, or join with any other creditor or creditors of any Intercompany Borrower in commencing, any Proceeding against such Intercompany Borrower.

Section 4.2 Payments and Distributions. In the event of any Proceeding, until all Obligations shall have been indefeasibly paid in full, any payment or distribution of any kind or character, whether in cash, property or securities, which, but for the subordination provisions of this Agreement would otherwise be payable or deliverable upon or in respect of Subordinated Claims, shall instead be paid over or delivered to the Collateral Agent in accordance with Article III and no holder of Subordinated Claims shall receive any such payment or distribution or any benefit therefrom.

Section 4.3 Enforcement of Subordinated Claims. (a) Enforcement by the Secured Parties. At any Proceeding, until all Obligations shall have been indefeasibly paid in full, the Secured Parties (or the Collateral Agent on behalf of the Secured Parties) are hereby irrevocably authorized (but not required) to:

(i) enforce claims comprising Subordinated Claims in the name of the Subordinated Parties by proof of debt, proof of claim, suit or otherwise;

(ii) collect any assets of any Intercompany Borrower distributed, divided or applied by way of dividend or payment, and any securities issued, in each case, on account of Subordinated Claims and apply the same, or the proceeds of any realization upon the same that the Secured Parties in their discretion elect to effect, to Senior Claims until all Obligations shall have been indefeasibly paid in full, provided, however, that the Secured Parties shall render any surplus to the Subordinated Parties or their Affiliates, as their interests appear, or interplead such surplus with a court of competent jurisdiction;

(iii) vote claims comprising Subordinated Claims to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition or extension; and

(iv) take generally any action in connection with any such Proceeding which the Subordinated Parties might otherwise take.

(b) Cooperation. The Subordinated Parties shall cooperate fully with the Secured Parties and perform all acts requested by the Secured Parties to enable the Secured Parties to enforce any Subordinated Claims pursuant to clause (a) above, including, without limitation, filing appropriate proofs of claim and executing and delivering all necessary powers of attorney, assignments or other instruments.

(c) Enforcement by the Subordinated Parties. After the commencement of any Proceeding, the Subordinated Parties may inquire in writing of the Secured Parties whether the Secured Parties

intend to exercise their rights set forth in clause (a) above with respect to any Subordinated Claims. Should the Secured Parties fail, within a reasonable time after receipt of such inquiry, either to file a proof of claim with respect to any Subordinated Claims and to furnish a copy thereof to the Subordinated Parties, or to inform the Subordinated Parties in writing that the Secured Parties intend to exercise their rights to assert such Subordinated Claims in the manner provided in clause (a) above, the Subordinated Parties may (but shall not be required to) proceed to file a proof of claim with respect to such Subordinated Claims and take such further steps with respect thereto, not inconsistent with this Agreement, as the Subordinated Parties may deem proper.

(d) Subrogation. The Subordinated Parties shall not have any subrogation or other rights as holders of Senior Claims, and each Subordinated Party hereby irrevocably waives all such rights of subrogation and all rights of reimbursement or indemnity whatsoever and all rights of recourse to any security for any Senior Claims, until such time as all Obligations shall have been indefeasibly paid in full. Subject to and from and after the indefeasible payment in full of all Obligations, the Subordinated Parties shall be subrogated to any rights of the Secured Parties to receive payments or distributions of cash, property or securities of any Intercompany Borrower applicable to any Subordinated Claims until all amounts owing on such Subordinated Claims shall be paid in full.

ARTICLE V
LIMITATION ON ACTIONS

Section 5.1 Actions Prohibited. Until all Obligations shall have been indefeasibly paid in full, the Subordinated Parties shall not, without the prior written consent of the Secured Parties:

(a) take, obtain or hold (or permit anyone acting on its behalf to take, obtain or hold) any assets of any Intercompany Borrower, whether as a result of any administrative, legal or equitable action, or otherwise, in violation of the subordination provisions contained in this Agreement;

(b) accelerate payment of any Subordinated Claims or otherwise require such Subordinated Claims to be paid prior to their stated or scheduled maturity date;

(c) commence, prosecute or participate in (i) any administrative, legal or equitable action against or involving any Intercompany Borrower relating to any Subordinated Claims, including, without limitation, any Proceeding, or (ii) any administrative, legal or equitable action to (a) enforce or collect any judgment obtained in respect of any Subordinated Claims, (b) enforce or exercise remedies arising under or pursuant to any Subordinated Claims, (c) enforce or exercise remedies under or pursuant to any lien or other security interest securing any Subordinated Claims or (d) enforce or exercise remedies with respect to any covenant, agreement, representation or other undertaking contained in any Subordinated Notes; or

(d) exercise any other rights or remedies to enforce any Subordinated Claims, any collateral security provided with respect to such Subordinated Claims or any covenant, agreement, representation or other undertaking contained in any Subordinated Notes.

Section 5.2 Defense in Action. If the Subordinated Parties, in violation of the provisions herein set forth, shall commence, prosecute or participate in any suit, action, case or Proceeding referred to in Section 5.1, the related Intercompany Borrower may interpose as a defense or plea the provisions set forth herein, and any holder of any Senior Claims may intervene and interpose such defense or plea in its own name or in the name of such Intercompany Borrower, and shall, in any event, be entitled to restrain the enforcement of the provisions of any Subordinated Claims in its own name or in the name of such Intercompany Borrower, as the case may be, in the same suit, action, case or Proceeding or in any independent suit, action, case or Proceeding.

ARTICLE VI
SUBORDINATION ABSOLUTE

Section 6.1 Survival of Rights. The rights under this Agreement of the holders of Senior Claims as against the Subordinated Parties shall remain in full force and effect without regard to, and shall not be impaired or affected by:

(a) any act or failure to act on the part of any Intercompany Borrower;

(b) any extension or indulgence in respect of any payment or prepayment of any Senior Claims or any part thereof or in respect of any other amount payable to any holder of any Senior Claims;

(c) any amendment, modification or waiver of, or addition or supplement to, or deletion from, or compromise, release, consent or other action in respect of, any of the terms of any Senior Claims or the Financing Documents;

(d) (i) any exercise or non-exercise by the holder of any Senior Claims of any right, power, privilege or remedy under or in respect of such Senior Claims, the Financing Documents or the subordination provisions contained herein, (ii) any waiver by the holder of any Senior Claims of any right, power, privilege or remedy or of any default in respect of such Senior Claims, the Financing Documents or the subordination provisions contained herein or (iii) any receipt by the holder of any Senior Claims or any failure by such holder to perfect a security interest in, or any release by such holder of, any security for the payment of such Senior Claims;

(e) any merger or consolidation of any Intercompany Borrower or any of its subsidiaries into or with any other Person, or any sale, lease or transfer of any or all of the assets of any Intercompany Borrower or any of its subsidiaries to any other Person;

(f) any payment or other distribution to any holder of any Senior Claims in any Proceeding;

(g) absence of any notice to, or knowledge by, the Subordinated Parties of the existence or occurrence of any of the matters or events set forth in the foregoing clauses (a) through (f); or

(h) any other circumstance.

Section 6.2 Waivers. (a) Waiver of Defenses. Each Subordinated Party hereby irrevocably waives, in any proceeding by the Secured Parties to enforce their rights under this Agreement, (i) any defense based on the adequacy of a remedy at law which might be asserted as a bar to the remedy of specific performance of this Agreement and (ii) the defense that claims asserted by the holders of the Initial Lessor Notes pursuant to this Agreement are res judicata as a result of any decision rendered in any prior Proceeding.

(b) Other Waivers. Each Subordinated Party hereby irrevocably waives (i) notice of any of the matters referred to in Section 6.1, (ii) all notices which may be required, whether by statute, rule of law or otherwise, to preserve intact any rights of any holder of any Senior Claims against any Intercompany Borrower, including, without limitation, any demand, presentment and protest, or any proof of notice of nonpayment under any document evidencing such Senior Claims or under the Financing Documents, (iii) notice of the acceptance of or reliance on this Agreement by the Secured Parties, (iv) notice of any renewal, extension or accrual of any Senior Claims, or any loans made or other action taken in reliance on this Agreement, (v) any right to the enforcement, assertion or exercise by any holder of any Senior Claims of any right, power, privilege or remedy conferred in any document evidencing such Senior Claims or in the Financing Documents, or otherwise, (vi) any requirement of diligence on the part of any holder of any Senior Claims, (vii) any requirement on the part of any holder of any Senior Claims to mitigate damages resulting from any default under any documents evidencing such Senior Claims or under the Financing

Documents and (viii) any notice of any sale, transfer or other disposition of any Senior Claims by any holder thereof.

Section 6.3 Assent. Each Subordinated Party hereby irrevocably assents to (a) any renewal, extension or postponement of the time of payment of any Senior Claims or any other indulgence with respect thereto, (b) any increase in the amount of any Senior Claims, (c) any substitution, exchange or release of collateral for any Senior Claims, (d) the addition or release of any Person primarily or secondarily liable for any Senior Claims and (e) the provisions of any instrument, security or other writing evidencing any Senior Claims.

ARTICLE VII
INTERCOMPANY BORROWER OBLIGATIONS

The provisions of this Agreement are intended solely for the purpose of defining the relative rights and obligations of the Subordinated Parties and the Secured Parties. Nothing contained herein (a) is intended to or shall impair, as among any Intercompany Borrower, its creditors and the related Subordinated Party, the obligation of such Intercompany Borrower, which is absolute and unconditional, to pay to such Subordinated Party, as and when the same shall become due and payable in accordance with its terms, all amounts payable in respect of any Subordinated Claims, or (b) is intended to affect the relative rights of such Subordinated Party and creditors of such Intercompany Borrower other than the Secured Parties.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 8.1 Waivers, Amendments. (a) The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by each of the parties hereto, the holders of the Initial Lessor Notes, each of the Owner Lessors and each of the Owner Participants.

(b) No failure or delay in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on any party in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval under this Agreement shall, except as may be otherwise stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Section 8.2 Notices. Except as otherwise specifically provided herein, all notices, consents, directions, approvals, instructions, requests and other communications required or permitted by the terms hereof to be given to any Person shall be in writing and shall be deemed to have been duly given or made when delivered if delivered by hand or courier or when received if sent by mail or telecopy, in each case addressed to the party to which such notice is required or permitted to be given or made hereunder set forth below its signature hereto, or such other address as may be specified from time to time by such party in a notice to the other parties hereto.

Section 8.3 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 8.4 Headings. The various headings of this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof or thereof.

Section 8.5 Execution in Counterparts, Effectiveness. This Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.

Section 8.6 Governing Law; Entire Agreement. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. This Agreement constitutes the entire understanding among the parties hereto with respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.

Section 8.7 Successors and Assigns. (a) This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

(b) Notwithstanding the foregoing, in order to secure the Lessor Notes of each Owner Lessor, such Owner Lessor will assign and grant a first priority security interest in favor of its applicable Lease Indenture Trustee in and to all of such Owner Lessor's right, title and interest in, to and under this Agreement (other than to the extent relating to Excepted Payments and the rights to enforce and collect the same). Each of the parties hereto hereby consents to such assignment and to the creation of such Lien and security interest and acknowledges receipt of copies of the Lease Indenture, it being understood that such consent shall not affect any requirement or the absence of any requirement for any consent of such party under any other circumstances. Unless and until the Collateral Agent shall have received written notice from the Lease Indenture Trustee that the Lien of the applicable Lease Indenture has been fully discharged, the applicable Security Agent shall have the right (i) to directly receive for application in accordance with the terms of the applicable Lease Indenture all amounts payable or otherwise distributable under this Agreement to the applicable Owner Lessor (other than in respect of the Excepted Payments) and (ii) to exercise the rights of such Owner Lessor under this Agreement (other than with respect to Excepted Payments and the rights to enforce and collect the same) to the extent set forth in and subject to the exceptions set forth in the applicable Lease Indenture.

Section 8.8 Forum Selection and Consent to Jurisdiction. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH PARTY HERETO FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY

HERETO HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OF FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

Section 8.9 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTIES ENTERING INTO THIS AGREEMENT.

IN WITNESS WHEREOF, the parties hereto have each caused this Agreement to be duly executed by their duly authorized officers, all as of the day and year first above written.

EDISON MISSION HOLDINGS CO.
By:	/s/ XXXX X. XXXXXXXX
	Name:	Xxxx X. Xxxxxxxx
	Title:	Vice President
Address for Notices:
00000 Xxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxxxx 00000-0000
EDISON MISSION FINANCE CO.
By:	/s/ XXXX X. XXXXXXXX
	Name:	Xxxx X. Xxxxxxxx
	Title:	Vice President
Address for Notices:
00000 Xxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxxxx 00000-0000
XXXXX CITY PROPERTY HOLDINGS, INC.
By:	/s/ XXXXXX X. XXXXXXXXX
	Name:	Xxxxxx X. Xxxxxxxxx
	Title:	Vice President
Address for Notices:
00000 Xxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxxxx 00000-0000

CHESTNUT RIDGE ENERGY CO.
By:	/s/ XXXX X. XXXXXXXX
	Name:	Xxxx X. Xxxxxxxx
	Title:	Vice President
Address for Notices:
00000 Xxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxxxx 00000-0000
MISSION ENERGY WESTSIDE, INC.
By:	/s/ XXXX X. XXXXXXXX
	Name:	Xxxx X. Xxxxxxxx
	Title:	Vice President
Address for Notices:
00000 Xxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxxxx 00000-0000
EME HOMER CITY GENERATION L.P.
By:	Mission Energy Westside, Inc., its General Partner
By:	/s/ XXXXXX X. XXXXXXXXX
	Name:	Xxxxxx X. Xxxxxxxxx
	Title:	Vice President
Address for Notices:
00000 Xxx Xxxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxxxxxxx 00000-0000
XXXXXX XXXXXX TRUST COMPANY OF NEW YORK, as Collateral Agent
By:	/s/ XXXXXXXXXXX X. XXXXX
	Name:	Xxxxxxxxxxx X. Xxxxx
	Title:	Authorized Signer
Address for Notices:
000 Xxxx 00xx Xxxxxx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000