EXHIBIT
		10-9
	 

	 
		EXECUTION
		COPY
	 

	 

	 
		GUARANTY
	 

	 
		Dated as of July 1,
		2007
	 

	 
		made by
	 

	 
		FIRSTENERGY SOLUTIONS
		CORP., 
as Guarantor
	 

	 	

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



	 
		 
	 

	 	 
 


	 
	 

	 

	 	TABLE OF
			 CONTENTS
	 	 	 
			 	Page	 
	   
	SECTION 1.	  DEFINED TERMS
			 	 	1	 
	 	 	 	 	 	 
	SECTION 2.	  GUARANTY	 	1	 
	 	 	Section 2.1.	 	 Guaranty
			 	 	1	 
	 	 	Section 2.2.	 	 GuarantyAbsolute
			 	 	2	 
	 	 	Section 2.3.	 	 Guaranty Not Assignable
			 	 	2	 
	 	 	Section 2.4.	 	 Reinstatement 	 	2	 
	 	 	Section 2.5.	 	 Guaranty Not Subject to Setoff,
			 etc 	 	2	 
	 	 	Section 2.6.	 	 Subrogation 	 	3	 
	 	 	Section 2.7.	 	 Exercise of Rights
			 	 	3	 
	 	 	Section 2.8.	 	 Right to Deal with the Lessee
			 	 	3	 
	 	 	 	 	 	 
	SECTION 3.	  COVENANTS OF THE
			 GUARANTOR	 	3	 
	 	 	Section 3.1.	 	
			 Reports 	 	3	 
	 	 	Section 3.2.	 	 Merger and Consolidation
			 	 	4	 
	 	 	Section 3.3.	 	
			 Existence 	 	5	 
	 	 	Section 3.4.	 	 Compliance with Laws
			 	 	5	 
	 	 	Section 3.5.	 	 Taxes 	 	5	 
	 	 	Section 3.6.	 	 Operation and Maintenance
			 	 	5	 
	 	 	 	 	 	 	 	 
	SECTION 4.	   REPRESENTATIONS AND
			 WARRANTIES 	 	5	 
	 	 	Section 4.1.	 	 Organization; Power and
			 Authority 	 	5	 
	 	 	Section 4.2.	 	 Authorization 	 	5	 
	 	 	Section 4.3.	 	 Non-Contravention
			 	 	5	 
	 	 	Section 4.4.	 	 Governmental Approvals
			 	 	6	 
	 	 	Section 4.5.	 	 Litigation 	 	6	 
	 	 	 	 	 	 
	SECTION 5.	   GUARANTEED PARTIES
			 	 	6	 
	 	 	 	 	 	 
	SECTION 6.	  MISCELLANEOUS	 	6	 
	 	 	Section 6.1.	 	 Payments
			 	 	6	 
	 	 	Section 6.2.	 	 Parties
			 	 	7	 
	 	 	Section 6.3.	 	 Notices 	 	7	 
	 	 	Section 6.4.	 	 Survival of Representations,
			 Warranties, etc 	 	7	 
	 	 	Section 6.5.	 	 Governing Law 	 	7	 
	 	 	Section 6.6.	 	 Consent to Jurisdiction; Waiver of
			 Trial by Jury 	 	7	 
	 	 	Section 6.7.	 	 Severability; Amendments and
			 Waivers 	 	8	 


	 
		i
	 

	 

	 
	 

	 

	 
		GUARANTY
	 

	 
		                This GUARANTY, dated as of July 1, 2007
		(this “Guaranty”), by
		FIRSTENERGY SOLUTIONS CORP., an Ohio corporation (the “Guarantor”), in favor of the
		Guaranteed Parties (as defined in Section 5).
	 

	 
		WITNESSETH:
	 

	 
		                WHEREAS,  the Guarantor wishes
		to induce the Guaranteed Parties to enter into that certain Participation
		Agreement dated as of June 26, 2007 (the “Participation Agreement”) by and among FirstEnergy
		Generation Corp., as Lessee, the Guarantor, Mansfield 2007 Trust A, as Lessor,
		U.S. Bank Trust National Association, as Trust Company, Hillbrook Corp., as
		Owner Participant, The Bank of New York Trust Company, N.A., as Indenture
		Trustee, and The Bank of New York Trust Company, N.A., as Pass Through Trustee,
		and consummate the transactions contemplated therein with FirstEnergy
		Generation Corp., an Ohio corporation and wholly-owned subsidiary of the
		Guarantor; and
	 

	 
		                WHEREAS,  the Guaranteed
		Parties are unwilling to enter into such Participation Agreement and consummate
		the transactions contemplated therein unless the Guarantor enters into this
		Guaranty;
	 

	 
		                NOW, THEREFORE,  in order to
		induce the Guaranteed Parties to enter into such Participation Agreement and
		consummate the transactions contemplated therein, the Guarantor hereby agrees
		as follows:
	 

	 
		SECTION 1.
		DEFINED TERMS
	 

	 
		                Capitalized
		terms used in this Guaranty, including the recitals, and not otherwise defined
		herein shall have the respective meanings set forth in Appendix A to the
		Participation Agreement. 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 Guaranty.
	 

	 
		SECTION 2.
		GUARANTY
	 

	 
		Section
		2.1.          
		Guaranty.
		 Subject to the terms and conditions in this Guaranty, the Guarantor
		hereby unconditionally and irrevocably guarantees to the Guaranteed Parties the
		due, punctual and full payment (when and as the same become due and payable)
		(the “Payment Obligations”), and, as applicable, performance
		by the Lessee of all of the Lessee’s obligations (the “Performance
		Obligations” and, together with the Payment Obligations, individually
		and collectively as the context may require, the
		“Obligations”) under the Lessee Documents in the event that
		the Lessee fails to pay when due and payable (by acceleration or otherwise), or
		perform when required, pursuant to the Lessee Documents, in each case, without
		regard to whether such Obligation is direct or indirect, absolute or
		contingent, now or hereafter existing or owing, voluntary or involuntary,
		created or arising by contract, operation of law or otherwise or incurred or
		payable before or after commencement of any proceedings by or against the
		Lessee under any bankruptcy law. In the case of any failure by the Lessee to
		perform any Obligation when required pursuant to the Lessee Documents, the
		Guarantor agrees to cause such performance or observance to be done, and in the
		case of any failure by the Lessee to make a 
	 

	 
		 
	 

	 

	 
		

	 

	 
		payment as and when the same
		shall become due and payable (by acceleration or otherwise), the Guarantor
		agrees to make such payment as and when such payment is due and payable.

	 

	 
		Section
		2.2.           Guaranty
		Absolute. This
		Guaranty is an absolute, unlimited and continuing guaranty of performance and
		payment of the Obligations in accordance with the Lessee Documents. This
		Guaranty is in no way conditioned upon any attempt to collect from the Lessee
		or upon any other event or contingency, and shall be binding upon and
		enforceable against the Guarantor without regard to the validity or
		enforceability of any Lessee Document or of any term thereof. 
	 

	 
		Section
		2.3.           Guaranty Not
		Assignable. The
		Guarantor shall not assign this Guaranty or any of its obligations hereunder to
		any Person; provided that when the Notes have been paid in full and the lien of
		the Indenture has been discharged, the Guarantor may assign this Guaranty to
		another Person with the explicit written consent of the Owner Participant, such
		consent not to be unreasonably withheld.
	 

	 
		Section
		2.5.          
		Reinstatement.
		 The obligations of the Guarantor herein shall continue to be effective or
		shall be reinstated, as the case may be, if at any time, payment of any amount
		guaranteed hereunder, or any part thereof, is rescinded or must otherwise be
		restored or returned upon the insolvency, bankruptcy or reorganization of the
		Lessee or otherwise. 
	 

	 
		Section 2.6.
		          Guaranty Not
		Subject to Setoff, etc.  The obligations of the Guarantor
		hereunder shall not be subject to any counterclaim, setoff, deduction or
		defense (other than payment or performance) based upon any claim or defense the
		Lessee may have against any Guaranteed Party or any claim or defense the
		Guarantor may have against the Lessee or any other Person and shall remain in
		full force and effect (subject to Section 2.3) until payment in full (or
		other satisfaction), performance (or other satisfaction), or transfer of this
		Guaranty as provided in Section 3.2, of all of the Obligations, and such
		obligations shall not be released, discharged, reduced or in any way affected
		by, any circumstance or condition whatsoever which might constitute a legal or
		equitable discharge or defense including, but not limited to, (a) the
		modification or amendment (by operation of law or otherwise), expressly or
		impliedly, of any Lessee Document, or any other instrument applicable to the
		Lessee or to its Obligations, or any part thereof; (b) the default or failure
		on the part of the Lessee to perform or comply with any term of any Lessee
		Document; (c) any waiver, consent, extension, indulgence or other action or any
		action or inaction under or in respect of any Lessee Document, including this
		Guaranty; (d) any bankruptcy, insolvency, reorganization, arrangement,
		readjustment, composition, liquidation or similar proceeding with respect to
		the Guarantor or the Lessee, or their respective properties or their creditors,
		or any action taken by any trustee or receiver or by any court in any such
		proceeding; (e) any furnishing or acceptance of additional security or any
		release of any security (and the Guarantor authorizes each Guaranteed Party to
		furnish, accept or release said security); (f) any lack of validity or
		unenforceability, in whole or in part, of any Lessee Document, or any term
		thereof; (g) any change in the time, manner or place of payment of, or any
		other term of, all or any of the Obligations; (h) any merger or consolidation
		of the Lessee into or with any other Person or any direct or indirect sale,
		lease or transfer of any other assets of the Lessee to any other Person; (i)
		any change in the ownership of any shares of capital stock of the Lessee
		(including any such change which results in the Guarantor no longer owning
		capital stock of the Lessee); (j) any assumption of the Notes by the Lessee
		pursuant to the terms of any Lessee 
	 

	 
		2
	 

	 

	 
		

	 

	 
		Document or otherwise; or (k)
		any other event or circumstance whatsoever (other than payment and performance,
		or other satisfaction, in full of the Obligations, or transfer of this Guaranty
		as provided in Section 3.2).
	 

	 
		Section 2.7.          
		Subrogation.
		 The Guarantor will not exercise any rights which it may acquire by way of
		subrogation hereunder, by any payment made hereunder or otherwise, unless and
		until all of the Obligations have been paid in full, or performed, as the case
		may be, (or otherwise satisfied). If any amount shall be paid to the Guarantor
		on account of such subrogation rights at any time when all of the Obligations
		shall not have been paid in full, performed or otherwise satisfied, such amount
		shall be held in trust for the benefit of the Guaranteed Parties and shall
		forthwith be paid as provided in Section 6.1 on account of the
		Obligations, whether matured or unmatured, and thereafter to be applied in
		accordance with the terms of the Lessee Document under which such Obligation
		arose, when such Obligation is due and payable. If (a) the Guarantor shall make
		payment to any Guaranteed Party of all or any part of the Obligations and (b)
		all the Obligations shall be paid in full, performed, or otherwise satisfied,
		such Guaranteed Party will, at the Guarantor’s request and expense,
		execute and deliver to the Guarantor appropriate documents, without recourse
		and without representation or warranty, necessary to evidence the transfer by
		subrogation to the Guarantor of an interest in the Obligations resulting from
		such payment by the Guarantor.
	 

	 
		Section
		2.8.           Exercise of
		Rights.  Each
		Guaranteed Party may, at its election, exercise any right or remedy it might
		have against the Lessee or any security held by such Guaranteed Party,
		including the right to foreclose upon any such security by judicial or
		nonjudicial sale, without affecting or impairing in any way the liability of
		the Guarantor hereunder, except to the extent the Obligations are paid or
		satisfied from such exercise of rights, or otherwise, and the Guarantor waives
		any defense arising out of the absence, impairment or loss of any right of
		reimbursement, contribution or subrogation or any other right or remedy of the
		Guarantor against the Lessee or any such security, whether resulting from such
		election by such Guaranteed Party, or otherwise. 
	 

	 
		Section
		2.9.           Right to
		Deal with the Lessee.
		 At any time, and from time to time, without terminating, affecting or
		impairing the validity of this Guaranty or the obligations of the Guarantor
		hereunder, any Guaranteed Party may deal with the Lessee in the same manner and
		as fully and as if this Guaranty did not exist and shall be entitled, among
		other things, to grant the Lessee, without notice or demand and without
		affecting the Guarantor’s liability hereunder, such extension or
		extensions of time to perform, renew, compromise, accelerate or otherwise
		change the time for payment of or otherwise change the terms of payment or any
		part thereof contained in or arising under any Lessee Document, or to waive any
		Obligation of the Lessee to perform any act or acts as such Guaranteed Party
		may deem advisable.
	 

	 
		SECTION 3.
		COVENANTS OF THE GUARANTOR
	 

	 
		Section
		3.1.          
		Reports.  The
		Guarantor shall deliver to the Owner Participant the following: 
	 

	 
		                (a)           quarterly
		unaudited consolidated financial statements for the Guarantor for each of the
		first three quarters of its fiscal year within 60 days following the end of
		such quarter; 
	 

	 
		3
	 

	 

	 
		

	 

	 
		                (b)           year-end
		audited consolidated financial statements for each fiscal year of the
		Guarantor, all reported on in conformity with GAAP, with the unqualified
		opinion thereon of independent public accountants of recognized national
		standing, together with an annual no default certificate from the Guarantor
		within 120 days following the end of such fiscal year; and
	 

	 
		                (c)           to
		the extent reasonably requested, such other financial or operating information
		that is routinely made available to creditors of the Guarantor.
	 

	 
		                The Guarantor will deliver to the Owner
		Participant at the time of delivery of the financial statements referred to in
		clause (b) above, an Officer’s Certificate, stating whether or not,
		to the Actual Knowledge of the Guarantor, the Lessee is in default in the
		performance and observance of any of the terms, provisions and conditions of
		the Facility Lease, the Operating Agreement, or any other Lessee Document
		(without regard to any period of grace or requirement of notice provided
		thereunder) and, if the Lessee shall be in default, specifying all such
		defaults and the nature and status thereof and what action the Guarantor has
		taken or is taking or proposes to take with respect thereto.
	 

	 
		Section
		3.2.           Merger and
		Consolidation.
		 The Guarantor shall not consolidate with or merge with or into any other
		entity or sell, convey, transfer, lease or otherwise dispose of its properties
		and assets substantially as an entirety to any other entity, and will not
		permit any entity to consolidate with or merge into it unless: 
	 

	 
		                (a)           immediately
		prior to and immediately following such consolidation, merger, sale or lease,
		no Material Default or Lease Event of Default shall have occurred and be
		continuing that has not been waived; and 
	 

	 
		                (b)           the
		entity (including any such resulting entity that is an Affiliate of the
		Guarantor) resulting from such consolidation, surviving such merger or
		succeeding to such properties and assets (the “Successor
		Guarantor”) shall (A) be organized under the laws of the United
		States, any state thereof or the District of Columbia, (B) expressly
		assume, pursuant to an agreement reasonably acceptable to the Owner Participant
		(and, so long as the Notes are outstanding, the Indenture Trustee), each
		obligation of the Guarantor under this Guaranty and the other Lessee Documents,
		(C) provide the Owner Participant (and, so long as the Notes are outstanding,
		the Indenture Trustee) a customary officer’s certificate and a customary
		legal opinion addressing certain matters in connection therewith and (D) have a
		net worth that is not less than that of the Guarantor, determined not more than
		seven days prior to the closing of such consolidation, merger or asset
		transfer; and
	 

	 
		                (c)           the
		Successor Guarantor shall have affirmed its obligations under this
		Guaranty.
	 

	 
		                Upon any such consolidation, merger, sale,
		conveyance, transfer, lease or other disposal in accordance with Sections
		3.2(a)-(c) above, the Successor Guarantor shall succeed to, and be
		substituted for, and may exercise every right and power of, the Guarantor under
		this Guaranty and the Participation Agreement with the same effect as if such
		Successor Guarantor had been named as the Guarantor and the Guarantor shall be
		relieved of and released from all obligations and covenants under this
		Guaranty.
	 

	 
		4
	 

	 

	 
		

	 

	 
		All reasonable costs and
		expenses of the Transaction Parties incurred in connection with the foregoing
		shall be for the account of Guarantor.
	 

	 
		Section
		3.3.          
		Existence.
		 The Guarantor shall use its best efforts to preserve and maintain (i) its
		legal existence, and (ii) all of its material rights, privileges and franchises
		in every jurisdiction in which the character of the property owned or the
		nature of the business transacted by it makes licensing or qualification
		necessary.
	 

	 
		Section
		3.4.           Compliance with
		Laws.  The
		Guarantor shall comply with all Applicable Laws, including all Environmental
		Laws, except where such non-compliance is the subject of appropriate contest
		proceedings as set forth in Section 7 or Section 8 of the
		Facility Lease or would not reasonably be expected to have a Material Adverse
		Effect. 
	 

	 
		Section
		3.5.          
		Taxes.  The
		Guarantor shall file, or cause to be filed, all material Tax and information
		returns that are required to have been filed in any jurisdiction and pay when
		due all Taxes that are shown to be due and payable on such returns or pursuant
		to a final assessment received by the Guarantor, other than Taxes and
		assessments which are being diligently contested in good faith by the Guarantor
		and with respect to which adequate reserves have to the extent required by GAAP
		been set aside.
	 

	 
		Section
		3.6.           Operation and
		Maintenance.
		 The Guarantor will not take any actions intended to prevent the Lessee
		from maintaining and operating the Facility in accordance with its obligations
		under the Facility Lease.
	 

	 
		SECTION 4.
		REPRESENTATIONS AND WARRANTIES
	 

	 
		                The Guarantor represents and warrants to
		the Guaranteed Parties that:
	 

	 
		Section
		4.1.
		          Organization;
		Power and Authority.
		 The Guarantor is a corporation duly organized, validly existing and in
		good standing under the laws of the State of Ohio. The Guarantor is duly
		qualified to do business in each other jurisdiction where the nature of its
		business requires such qualification other than any such jurisdiction where the
		failure to be so qualified would not result in a Material Adverse Effect. The
		Guarantor has all requisite power and authority to own its assets, conduct its
		business and execute, deliver and perform its obligations under this Agreement
		and the other Lessee Documents.
	 

	 
		Section
		4.2.          
		Authorization.
		 The execution, delivery and performance by the Guarantor of this Guaranty
		and each other Lessee Document to which it is a party have been duly authorized
		by all necessary corporate action on the part of the Guarantor, and, when
		executed and delivered, this Guaranty and each such other Lessee Document will
		constitute the legal, valid and binding obligation of the Guarantor enforceable
		against the Guarantor in accordance with its terms, except as such
		enforceability may be limited by (a) applicable bankruptcy, insolvency,
		fraudulent conveyance, reorganization, arrangement, moratorium or other
		Applicable Laws relating to or affecting the rights of creditors generally and
		(b) general principles of equity.
	 

	 
		Section
		4.3.          
		Non-Contravention.
		 The execution, delivery and performance of this Guaranty and each other
		Lessee Document to which it is a party do not and will not (a) contravene any
		Applicable Law binding on the Guarantor or its property, (b) require any
		action, consent or 
	 

	 
		5
	 

	 

	 
		

	 

	 
		approval by any trustee or
		holder of indebtedness of the Guarantor or other Person (other than those
		obtained prior to or on the Closing Date) or (c) constitute a violation of or a
		default under any indenture, mortgage or other material contract, instrument or
		agreement to which the Guarantor is a party or by which any of its property is
		bound, which in any case, individually or in the aggregate, is reasonably
		likely to result in a Material Adverse Effect.
	 

	 
		Section
		4.4.           Governmental
		Approvals.  All
		Permits which are required to be obtained (as of the date this representation
		is made or deemed to be made) in connection with the Guarantor’s execution
		and delivery of, or performance of its obligations under, this Guaranty and the
		other Lessee Documents to which it is a party have been obtained, were validly
		issued and are in full force and effect on the date hereof. No such Permit is
		the subject of any pending or threatened judicial or administrative proceeding,
		which judicial review or proceeding could have a Material Adverse Effect. The
		Guarantor is in compliance with all Permits required to be obtained by it as of
		the date this representation is made or deemed to be made. The Guarantor does
		not have any reason to believe that it will be unable to obtain the
		Governmental Approvals that are not required to be obtained prior to the date
		this representation is made or deemed to be made, which Governmental Approvals
		are set forth on Part II of Schedule 4.5, in the ordinary course
		of business and at such time or times as may be necessary to avoid any
		substantial delay in, or material impairment to, the performance of the
		transactions as contemplated by the Lessee Documents and the Operating
		Agreement.
	 

	 
		Section
		4.5.          
		Litigation.
		 There are no actions, suits, investigations or proceedings at law or in
		equity by or before any Governmental Entity pending against the Guarantor or,
		to its Actual Knowledge, threatened against the Guarantor, or any property or
		other assets or rights of the Guarantor or with respect to this Agreement or
		any other Lessee Document to which it is a party which (i) questions the
		validity of this Agreement or such Lessee Documents or the ability of the
		Guarantor to perform its obligations under this Agreement or such Lessee
		Documents or (ii) if determined adversely to it, could reasonably be expected
		to materially adversely affect the ability of the Guarantor to perform its
		obligations under this Agreement or such Lessee Documents.
	 

	 
		SECTION 5.
		GUARANTEED PARTIES
	 

	 
		                Each of the Lessor and the Owner
		Participant and, so long as the Trustee’s Liens have not been terminated
		or discharged, the Indenture Trustee and the Pass Through Trustee, and in
		respect of any amount or amounts payable by the Lessee pursuant to Section 9 of
		the Participation Agreement or the Tax Indemnity Agreement, any Indemnified
		Party and any Tax Indemnitee, in each case, together with their respective
		successors and permitted assigns, are each Guaranteed Parties under this
		Guaranty (each, a “Guaranteed
		Party” or, together, the “Guaranteed Parties”).
	 

	 
		SECTION 6.
		MISCELLANEOUS
	 

	 
		Section
		6.1.          
		Payments.
		 Each payment by the Guarantor under this Guaranty shall be made in
		immediately available funds, without setoff or counterclaim; provided that, no
		such payment shall be deemed a waiver of any rights the Guarantor may have
		against any Guaranteed Party or the Lessee.
	 

	 
		6
	 

	 

	 
		

	 

	 
		Section
		6.2.          
		Parties.
		 This Guaranty shall inure to the benefit of, and shall be enforceable by,
		each of the Guaranteed Parties, and shall be binding upon the Guarantor and its
		successors and assigns.
	 

	 
		Section
		6.3.          
		Notices.  All
		communications and notices hereunder shall be made in accordance with the
		provisions of Section 14.5 of the Participation Agreement, which are hereby
		incorporated herein by reference. The initial address of the Guarantor is as
		follows:
	 

	 	 	FirstEnergy
			 Solutions Corp.
76 South Main Street
Akron, OH 44308
Attention:
			 Associate General Counsel
Facsimile: (330) 384-3875
Telephone: (330)
			 384-5802


	 
		Section
		6.4.           Survival of
		Representations, Warranties, etc.  All representations, warranties,
		covenants and agreements made herein and in statements or certificates
		delivered pursuant hereto shall survive any investigation or inspection made by
		or on behalf of the Guaranteed Parties and shall continue in full force and
		effect, notwithstanding any termination or unenforceability of any Lessee
		Document, until all of the Obligations have been paid in full and performed in
		full. Upon payment and performance in full of all Obligations, this Guaranty
		shall terminate and, except as set forth in Sections 2.3 and 6.6, the
		representations, warranties, covenants and agreements made by the Guarantor
		shall not survive the termination of this Guaranty.
	 

	 
		Section
		6.5.           Governing
		Law.  This
		Guaranty has been delivered in the State of New York and shall be in all
		respects governed by, and construed in accordance with, the laws of the State
		of New York, including all matters of construction, validity and
		performance.
	 

	 
		Section
		6.6.           Consent to
		Jurisdiction; Waiver of Trial by Jury:
	 

	 
		                (a)           The
		Guarantor (i) hereby irrevocably submits to the nonexclusive jurisdiction of
		the Supreme Court of the State of New York, New York County (without prejudice
		to the right of any party to remove to the United States District Court for the
		Southern District of New York) and to the nonexclusive jurisdiction of the
		United States District Court for the Southern District of New York for the
		purposes of any suit, action or other proceeding arising out of this Guaranty
		or the subject matter hereof brought by any Guaranteed Party; (ii) hereby
		irrevocably agrees that all claims in respect of such action or proceeding may
		be heard and determined in such New York State court, or in such federal court;
		and (iii) to the extent permitted by Applicable Law, hereby irrevocably waives,
		and agrees not to assert, by way of motion, as a defense, or otherwise, in any
		such suit, action or proceeding, any claim that such party is not personally
		subject to the jurisdiction of the above-named courts, that the suit, action or
		proceeding is brought in an inconvenient forum, that the venue of the suit,
		action or proceeding is improper or that this Guaranty or the subject matter
		hereof may not be enforced in or by such court.
	 

	 
		                (b)           TO
		THE EXTENT PERMITTED BY APPLICABLE LAW, THE GUARANTOR HEREBY WAIVES THE RIGHT
		TO DEMAND A TRIAL BY JURY IN ANY SUCH SUIT, 
	 

	 
		7
	 

	 

	 
		

	 

	 
		ACTION OR OTHER PROCEEDING
		ARISING OUT OF THIS GUARANTY OR THE SUBJECT MATTER THEREOF BROUGHT BY ANY
		GUARANTEED PARTY.
	 

	 
		Section
		6.7.
		          Severability;
		Amendments and Waivers.  If any provision of this Guaranty
		or any application hereof shall be invalid or unenforceable under Applicable
		Law, the validity, legality and enforceability of the remaining provisions
		hereof shall not be affected or impaired thereby. No term, covenant, agreement
		or condition of this Guaranty may be terminated or amended, or compliance
		therewith waived, except by an instrument or instruments in writing executed by
		the Guarantor and consented to by the Lessor, the Owner Participant and, so
		long as the Trustee’s Liens have not been terminated or discharged, the
		Indenture Trustee and the Pass Through Trustee.
	 

	 
		[Signature page
		follows]
	 

	 
		8
	 

	 

	 
		

	 

	 
		                IN WITNESS WHEREOF, the undersigned has
		caused this Guaranty to be executed and delivered as of the day and year first
		above written.
	 

	 		FIRSTENERGY SOLUTIONS CORP.
		 	 
		By:	 /s/
			 James F. Pearson 
		Name:  James F. Pearson
		Title:    Vice President
			 and Treasurer


	 
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