Exhibit 4.7

Execution
Copy

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PLEDGE
AND COLLATERAL AGREEMENT

made
by

EDISON
MISSION HOLDINGS CO.,

in
favor of

THE
BANK OF NEW YORK,
as successor to

UNITED
STATES TRUST COMPANY OF NEW YORK,
as Collateral Agent

Dated
as of December 7, 2001

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TABLE OF CONTENTS

|                                              |      |    |                                                                  | Page
|--------------------------------------------- | ---- | -- | ---------------------------------------------------------------- | ----
|SECTION 1. DEFINED TERMS                      |      | 1 
|                                              | 1.1  |    | Definitions                                                      |     
|                                              | 1.2  |    | Other Definitional Provisions                                    |     
|SECTION 2. PLEDGE; GRANT OF SECURITY INTEREST |      | 3 
|SECTION 3. REPRESENTATIONS AND WARRANTIES     |      | 3 
|                                              | 3.1  |    | Due Organization                                                 |     
|                                              | 3.2  |    | Due Authorization; Enforceability, etc                           |     
|                                              | 3.3  |    | Non-Contravention                                                |     
|                                              | 3.4  |    | Consents                                                         |     
|                                              | 3.5  |    | Litigation                                                       |     
|                                              | 3.6  |    | Defenses                                                         |     
|                                              | 3.7  |    | Regulations                                                      |     
|                                              | 3.8  |    | Other Contracts                                                  |     
|                                              | 3.9  |    | Title; No Other Liens                                            |     
|                                              | 3.10 |    | Perfected First Priority Liens                                   |     
|                                              | 3.11 |    | Chief Executive Office                                           |     
|                                              | 3.12 |    | Investment Property                                              |     
|SECTION 4. COVENANTS                          |      | 5 
|                                              | 4.1  |    | Maintenance of Existence                                         |     
|                                              | 4.2  |    | Payment of Taxes                                                 |     
|                                              | 4.3  |    | Bankruptcy                                                       |     
|                                              | 4.4  |    | Delivery of Certificated Securities                              |     
|                                              | 4.5  |    | Maintenance of Perfected Security Interest Further Documentation |     
|                                              | 4.6  |    | Changes in Locations, Name, etc.                                 |     
|                                              | 4.7  |    | Notices                                                          |     
|                                              | 4.8  |    | Investment Property                                              |     
|SECTION 5. REMEDIAL PROVISIONS                |      | 7 
|                                              | 5.1  |    | Investment Property                                              |     
|                                              | 5.2  |    | Proceeds to be Turned Over To Collateral Agent                   |     
|                                              | 5.3  |    | Deposits; Application of Proceeds                                |     
|                                              | 5.4  |    | Code and Other Remedies                                          |     
|                                              | 5.5  |    | Pledged Shares                                                   |     
|                                              | 5.6  |    | Direction of Secured Party                                       |     
|                                              | 5.7  |    | Waiver; Deficiency                                               |     
|SECTION 6. THE COLLATERAL AGENT               |      | 10
|                                              | 6.1  |    | Collateral Agent's Appointment as Attorney-in-Fact, etc          |     
|                                              | 6.2  |    | Duty of Collateral Agent                                         |     
|                                              | 6.3  |    | Execution of Financing Statements                                |     
|                                              | 6.4  |    | Authority of Collateral Agent                                    |     

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|SECTION 7. MISCELLANEOUS |      | 12
|------------------------ | ---- | --
|                         | 7.1  |   
|                         | 7.2  |   
|                         | 7.3  |   
|                         | 7.4  |   
|                         | 7.5  |   
|                         | 7.6  |   
|                         | 7.7  |   
|                         | 7.8  |   
|                         | 7.9  |   
|                         | 7.10 |   
|                         | 7.11 |   
|                         | 7.12 |   
|                         | 7.13 |   
|                         | 7.14 |   
|                         | 7.15 |   
|                         | 7.16 |   
|                         | 7.17 |   

|SCHEDULES 
|----------
|Schedule 1
|Schedule 2
|Schedule 3
|Schedule 4
|Schedule 5

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PLEDGE AND COLLATERAL AGREEMENT, dated as of December 7, 2001, made by EDISON MISSION HOLDINGS CO., a California corporation ("Edison Mission
Holdings," the "Pledgor") in favor of The Bank of New York, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as
Collateral Agent for the Secured Parties (as defined below) (in such capacity, the "Collateral Agent").

RECITALS

A.    Contemporaneously
herewith, EME Homer City Generation, L.P., a Pennsylvania limited partnership ("EME Homer City") will
enter into a transaction pursuant to the Participation Agreements listed onSchedule 5(as amended, modified and supplemented and in effect from
time to time, collectively, the "Participation Agreements") whereby EME Homer City will sell the undivided interests in its generating assets to the
Owner Lessor and the Owner Lessor will lease such undivided interests in the generating assets to EME Homer City under the Facility Lease.

B.    In
consideration of the transactions contemplated by each of the Participation Agreements, EME Homer City will be obligated to pay to the Secured Parties the aggregate
amount of all obligations owed by EME Homer City to the Secured Parties under the Operative Documents (the "Leveraged Lease Obligations").

C.    In
satisfaction of the requirements of the Secured Parties, the Pledgors desire by this Agreement and the other Security Documents (as defined below) to provide
collateral as security for EME Homer City's obligations under Participation Agreements and the other Operative Documents (as defined below).

D.    In
order to simplify administration of such collateral and to provide for the orderly enforcement of their respective rights, the Secured Parties (as defined below) have
appointed the Collateral Agent to serve as their common representative, to be the beneficiary under any pledge intended to benefit the Secured Parties, and to hold the liens created, or to be created,
under the Operative Documents.

E.    EME
Homer City is a member of an affiliated group of companies that includes the Pledgor. The Pledgor will derive substantial direct and indirect benefit from the
sale-leaseback transaction.

F.    It
is a condition precedent to the approval by the Secured Parties of the transactions contemplated by the Operative Documents that the Pledgor shall have executed and
delivered this Agreement to the Collateral Agent for the benefit of the Secured Parties.

NOW,
THEREFORE, in consideration of the premises, the Pledgor hereby agrees with the Collateral Agent, for the benefit of the Secured Parties, as follows:

SECTION 1.    DEFINED TERMS

1.1Definitions.(a) Unless otherwise defined herein, terms defined in each Participation Agreement and
used herein shall have the meanings given to them in each Participation Agreement.



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1.2Other Definitional Provisions.(a) The words "hereof", "herein" and "hereunder" and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section, schedule, appendix and exhibit references are to this
Agreement unless otherwise specified.



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SECTION 2.    PLEDGE; GRANT OF SECURITY INTEREST

(a)  As
collateral security for the prompt and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) by EME Homer City of all
EME Homer City's Leveraged Lease Obligations, the Pledgor hereby pledges and grants to the Collateral Agent for the benefit of the Secured Parties a pledge of and a first priority continuing security
interest in, all of the Pledgor's right, title and interest in, to and under the following property, whether now owned by the Pledgor or hereafter acquired and whether now existing or hereafter coming
into existence (all being collectively referred to herein as the "Collateral"):



SECTION 3.    REPRESENTATIONS AND WARRANTIES

The
Pledgor hereby represents and warrants, with respect to itself and its Collateral, to the Collateral Agent and each Secured Party that:

3.1Due Organization.The Pledgor (i) is duly organized, validly existing and in good standing under the
law of the jurisdiction of its formation, and has the capacity and power to enter into this Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions

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contemplated hereby and thereby, (ii) is duly qualified to do business and in good standing in each other jurisdiction where the character of its properties or the nature of its activities
makes such qualification necessary, (iii) has the requisite power to own its Collateral, and (iv) possesses all Governmental Approvals required for its ownership of its Collateral.

3.2Due Authorization; Enforceability, etc.The Pledgor has taken all necessary corporate or other action, as
the case may be, to authorize the transactions contemplated by this Agreement. This Agreement has been duly executed and delivered by the Pledgor and constitutes the legal, valid and binding
obligations of the Pledgor enforceable in accordance with its terms, (except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other laws affecting the
enforcement of creditors' rights generally and general equitable principles).

3.3Non-Contravention.Neither the execution and delivery of this Agreement nor compliance with any
of the terms and provisions hereof (i) contravenes any Requirement of Law, binding on or affecting the Pledgor, any law, order, writ, judgment, injunction, decree, determination, or award
applicable to the Pledgor or Governmental Approvals applicable to the Pledgor or any of its respective properties or other assets, except where such contravention could not reasonably be expected to
have a Material Adverse Effect, (ii) conflicts with, breaches or contravenes the provisions of the organizational documents of the Pledgor or under any mortgage, indenture or other contract,
agreement or instrument to which the Pledgor is a party or by which the Pledgor or its property is bound, or (iii) results in the creation or imposition of any Liens (other than those created
hereunder) upon any of the property or assets of the Pledgor under, or in a condition or event that constitutes (or that, upon notice or lapse of time or both, would constitute) an event of default
with respect to any contractual obligations of the Pledgor.

3.4Consents.Except for the actions contemplated herein or in Section 4.6 of the Participation
Agreement, no consent of any other Person and no authorization, approval, or other action by, and no notice to or filing with, any Person or Governmental Authority is required (i) for the
pledge of the Collateral by the Pledgor pursuant to this Agreement, (ii) for the execution, delivery or performance of this Agreement by the Pledgor, (iii) for the perfection or
maintenance of the security interest created hereby (including the first priority nature of such security interest) or (iv) for the exercise by the Owner Lessor, the Owner Participant, or so
long as the Lien of the Lease Indenture has not been discharged or released, the Security Agent, of the voting or other rights provided for in this Agreement or the remedies in respect of such
Collateral pursuant to this Agreement or as provided by any Requirement of Law, except those which have been duly obtained or made and, in the case of maintenance of perfection, the filing of
continuation statements under the Uniform Commercial Code.

3.5Litigation.There are no actions, suits or proceedings at law or in equity by or before any Governmental
Authority now pending or, to the Pledgor's Actual Knowledge, threatened against or affecting the Pledgor or any of its properties or rights which could reasonably be expected to have a Material
Adverse Affect on the right or ability of the Pledgor to fulfill its obligations hereunder, or which questions or challenges the validity of this Agreement or any of the transactions contemplated
hereby.

3.6Defenses.To the Actual Knowledge of the Pledgor, no Pledged Shares pledged hereunder are subject to any
defense, offset or counterclaim, nor have any of the foregoing been asserted or alleged against the Pledgor by any Person. As of the Closing Date, there are no certificates, instruments, documents or
other writings of MEW which evidence any Pledged Shares other than the stock certificate evidencing the Pledged Shares (the "Stock Certificate") the
original of which has been delivered to the Lease Indenture Trustee at the Closing.

3.7Regulations.None of the Collateral pledged hereunder constitutes margin stock, as defined in
Regulation T, U and X of the Board of Governors of the Federal Reserve System or any regulations substituted therefor, as from time to time in effect, are used in this Section 3 without
meaning.

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3.8Other Contracts.The Pledgor is not a party to any outstanding agreement, option or contract to sell all or
any portion of the Collateral. No part of the Collateral is subject to the terms of any agreement restricting the sale or transfer of such Collateral. No Person has any right to purchase or terminate
any or all of the interests of the Pledgor in the Collateral, except pursuant to the terms of this Agreement.

3.9Title; No Other Liens.Except for the security interest granted to the Collateral Agent pursuant to this
Agreement, the Pledgor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the
Collateral
is on file or of record in any public office, except such as have been filed in favor of the Collateral Agent pursuant to this Agreement or as are permitted by the Operative Documents.

3.10Perfected First Priority Liens.The security interests granted pursuant to this Agreement upon completion
of the filings and other actions specified onSchedule 3(which, in the case of all filings and other documents referred to on said Schedule, have
been delivered to the Collateral Agent in completed and duly executed form) will (a) constitute valid and enforceable perfected
security interests in all of the Collateral in favor of the Collateral Agent as collateral security for EME Homer City's Leveraged Lease Obligations to the extent that a security interest may be
perfected by filing and/or the other actions specified onSchedule 3, and (b) are prior to all other Liens on the Collateral in existence
on the date hereof except for Liens permitted by the Operative Documents and which have priority over the Liens on the Collateral by operation of law.

3.11Chief Executive Office.On the date hereof, the Pledgor's jurisdiction of organization and the location of
the Pledgor's chief executive office or sole place of business are specified onSchedule 4.

3.12Investment Property.(a) The shares of Pledged Shares pledged by the Pledgor hereunder constitute
all the issued and outstanding shares of all classes of the Capital Stock of the Issuer owned by the Pledgor.



SECTION 4. COVENANTS

The
Pledgor covenants and agrees with the Collateral Agent and the Secured Parties that, from and after the date of this Agreement until the Leveraged Lease Obligations shall have been
paid in full:

4.1Maintenance of Existence.The Pledgor shall preserve and maintain its corporate existence and all of its
rights, privileges and franchises that are necessary for the fulfillment of its obligations under this Agreement.

4.2Payment of Taxes.The Pledgor shall pay, before any fine, penalty, interest or cost attaches thereto, all
taxes, assessments and other governmental or non-governmental charges or levies now or hereafter assessed or levied against the Collateral or upon the Liens provided for herein provided
that no such tax, assessment, governmental charge or levy need be paid if being contested in good faith by appropriate actions promptly initiated and diligently conducted and if (i) adequate
reserves consistent with GAAP requirements (or other security arrangements reasonably satisfactory to the Lenders and the Owner Participant) are established and maintained in an amount sufficient to
pay any such taxes, assessments or other charges, accrued interest thereon and potential penalties or other costs relating thereto, or other adequate provision for the payment thereof shall have been
made, and (ii) any tax,

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assessment or other charge determined to be due, together with any interest or penalties thereon, is immediately paid after resolution of such contest.

4.3Bankruptcy.The Pledgor shall not authorize, seek to cause or permit MEW to commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with respect to MEW or its respective debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or
seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property or to consent to any such relief or to the appointment of
or taking possession by any such official in an involuntary case or other proceeding commenced against it, or to make a general assignment for the benefit of creditors.

4.4Delivery of Certificated Securities.If any amount payable under or in connection with any of the Collateral
shall be or become evidenced by any Certificated Security, such Certificated Security shall be immediately delivered to the Collateral Agent, duly indorsed in a manner satisfactory to the Collateral
Agent, to be held as Collateral pursuant to this Agreement.

4.5Maintenance of Perfected Security Interest Further Documentation.(a) The Pledgor shall take any and
all actions that may be necessary or, in the reasonable discretion of the Collateral Agent, prudent to maintain the security interest created by this Agreement as a perfected security interest having
at least the priority described in Section 3.2 and shall defend such security interest against the claims and demands of all Persons whomsoever.



4.6Changes in Locations, Name, etc.The Pledgor will not, except upon 30 days' prior written notice to
the Collateral Agent and delivery to the Collateral Agent of all additional executed financing statements and other documents reasonably requested by the Collateral Agent to maintain the validity,
perfection and priority of the security interests provided for herein:



4.7Notices.The Pledgor will advise the Collateral Agent promptly, in reasonable detail, of:



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4.8Investment Property.(a) If the Pledgor shall become entitled to receive or shall receive any
certificate (including any certificate representing a stock dividend or a distribution in connection with any reclassification, increase or reduction of capital or any certificate issued in connection
with any reorganization), option or rights in respect of the capital stock in the Issuer, whether in addition to, in substitution of, as a conversion of, or in exchange for, any of the Pledged Shares,
as the case may be, or otherwise in respect thereof, the Pledgor shall accept the same as the agent of the Collateral Agent and the Secured Parties, hold the same in trust for the Collateral Agent and
the Secured Parties and deliver the same forthwith to the Collateral Agent in the exact form received, duly indorsed by the Pledgor to the Collateral Agent, if required, together with an undated stock
power or power of transfer, as the case may be, covering such certificate duly executed in blank by the Pledgor and with, if the Collateral Agent so requests, signature guaranteed, to be held by the
Collateral Agent, subject to the terms hereof as additional collateral security for the Leveraged Lease Obligations. Any sums paid upon or in respect of the Investment Property upon the liquidation or
dissolution of the Issuer shall be paid over to the Collateral Agent to be held by it hereunder as additional collateral security for the Leveraged Lease Obligations, and in case any distribution of
capital shall be made on or in respect of the Investment Property or any property shall be distributed upon or with respect to the Investment Property pursuant to the recapitalization or
reclassification of the capital of the Issuer or pursuant to
the reorganization thereof, the property so distributed shall, unless otherwise subject to a perfected security interest in favor of the Collateral Agent, be delivered to the Collateral Agent to be
held by it hereunder as additional collateral security for the Leveraged Lease Obligations. If any sums of money or property so paid or distributed in respect of the Investment Property shall be
received by the Pledgor, the Pledgor shall, until such money or property is paid or delivered to the Collateral Agent, hold such money or property in trust for the Secured Parties, segregated from
other funds of the Pledgor, as additional collateral security for the Leveraged Lease Obligations.



SECTION 5.    REMEDIAL PROVISIONS

5.1Investment Property.(a) Unless a Lease Event of Default shall have occurred and be continuing and
the Collateral Agent shall have given notice to the Pledgor of the Collateral Agent's intent to exercise its corresponding rights pursuant to Section 5.1(b), the Pledgor shall be permitted to
receive all cash dividends paid in respect of the Pledged Shares, to the extent permitted in
the Participation Agreement, and to exercise all voting and corporate rights with respect to the Investment

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Property;provided, however,that no vote shall be cast or corporate right exercised or other action taken which, in the Collateral Agent's reasonable
judgment, would impair the Collateral or which would be inconsistent with or result in any violation of any provision of any Operative Document.



5.2Proceeds to be Turned Over To Collateral Agent.If a Lease Event of Default shall occur and be continuing,
all Proceeds received by the Pledgor consisting of cash, checks and other near-cash items shall be held by the Pledgor in trust for the Collateral Agent, segregated from other funds of the
Pledgor, and shall, forthwith upon receipt by the Pledgor, be turned over to the Collateral Agent in the exact form received by the Pledgor (duly indorsed by the Pledgor to the Collateral Agent, if
required). All Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent in the Collateral Account maintained under its sole dominion and control. All Proceeds while
held by the Collateral Agent in the Collateral Account (or by the Pledgor in trust for the Collateral Agent and the Secured Parties) shall continue to be held as collateral security for all the
Leveraged Lease Obligations and shall not constitute payment thereof until applied as provided inSection 5.3.

5.3Deposits; Application of Proceeds.Upon the creation of any Collateral Account, the Collateral Agent shall
also establish 8 subaccounts of such Collateral Account, one subaccount with respect to each Facility Lease. All deposits into the Collateral Account shall be credited to each subaccount based upon
such Owner Lessor's Percentage of such deposited amount. If a Lease Event of Default under a Participation Agreement shall have occurred and be continuing, at any time thereafter at the Collateral
Agent's election, the Collateral Agent may apply all or any part of Proceeds held in the applicable subaccount of the Collateral Account in payment of the applicable Leveraged Lease Obligations, and
any part of such funds which the Collateral Agent elects not so to apply and deems not required as collateral security for any Leveraged Lease Obligations shall be paid over from time to time by the
Collateral Agent to the Pledgor or to whomsoever may be lawfully entitled to receive the same. Any balance of such Proceeds in a subaccount remaining after applicable Leveraged Lease Obligations shall
have been paid in full shall be paid over to the Pledgor or to whomsoever may be lawfully entitled to receive the same. It is acknowledged and agreed that sums on deposit in any subaccount of the
Collateral Account shall be held for the benefit of the applicable Owner Lessor (as collateral for the Leveraged Lease Obligations under the applicable Facility Lease and the applicable Operative
Documents and shall not constitute collateral for, and shall not be applied to the repayment

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of, any obligations of the Facility Lessee owing to any other Owner Lessor under any other Facility Lease (or applicable Operative Documents).

5.4Code and Other Remedies.Subject to Article XIV of the Participation Agreement, if a Lease Event of
Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any
other instrument or agreement securing, evidencing or relating to the Leveraged Lease Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law.
Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances
forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and
deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the
Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without
assumption of any credit risk. The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or
sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived and released. The Pledgor further
agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at the
Pledgor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to thisSection 5.4, after
deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or
the rights of the Collateral Agent and the Secured Parties hereunder (including, without limitation, reasonable attorneys' fees and disbursements) and after crediting such proceeds to the subaccounts
of the Collateral Account in accordance with Section 5.3, to the payment in whole or in part of the applicable Leveraged Lease Obligations, in such order as the Collateral Agent may elect, and
only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(l)(c) of
the New York UCC, need the Collateral Agent account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may
acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

5.5Pledged Shares.(a) The Pledgor recognizes that the Collateral Agent may be compelled to resort to
one or more private sales of the Pledged Shares to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment
and not with a view to the distribution or resale thereof. The Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a
public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. The Collateral Agent shall be under no
obligation to delay a sale of any of the Pledged Shares, as the case may be, for the period of time necessary to permit the Issuer thereof to register such securities for public sale under the
Securities Act, or under applicable state securities laws, even if the Issuer would agree to do so.



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5.6Direction of Secured Parties.The Majority in Interest of Owner Lessors shall be entitled to give and
refrain from giving consents and directions to the Collateral Agent on behalf of all the Secured Parties (and all Secured Parties shall be bound by such action).

5.7Waiver; Deficiency.The Pledgor waives and agrees not to assert any rights or privileges which it may
acquire under Section 9-112 of the New York UCC.

SECTION 6.    THE COLLATERAL AGENT

6.1Collateral Agent's Appointment as Attorney-in-Fact, etc.(a) The Pledgor
hereby irrevocably constitutes and appoints the Collateral Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of the Pledgor and in the name of the Pledgor or in its own name, for the purpose of carrying out the terms of this Agreement, to take any
and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality
of the foregoing, the Pledgor hereby gives the Collateral Agent the power and right, on behalf of the Pledgor, without notice to or assent by the Pledgor, to do any or all of the following:



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Anything
in thisSection 6.1(a)to the contrary notwithstanding, the Collateral Agent agrees that it will not exercise any rights
under the power of attorney provided for in thisSection 6.1(a)unless a Lease Event of Default shall have occurred and be continuing.



6.2Duty of Collateral Agent.The Collateral Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it with the same degree of care as the
Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, any Secured Party nor any of their respective officers, directors, employees or agents shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of
the Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the Secured Parties hereunder
are solely to protect the Collateral Agents and the Secured Parties' interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such
powers. The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their
officers, directors, employees or agents shall be responsible to the Pledgor for any act or failure to act hereunder, except for (i) their own gross negligence or willful misconduct or
(ii) breach of their obligations under this Agreement.

6.3Execution of Financing Statements.Pursuant to Section 9-402 of the New York UCC and any
other applicable law, the Pledgor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without
the signature of the Pledgor in such form and in such offices as the Collateral Agent determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A
photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

6.4Authority of Collateral Agent.The Pledgor and each Secured Party by accepting the benefits of this
Agreement acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or
non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as
between the Collateral Agent and the Secured Parties, be governed by the Operative Documents and by such other agreements with respect thereto as may exist from time to time among them, but, as
between the Collateral Agent and the

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Pledgor, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and the Pledgor shall not be
under any obligation, or entitlement, to make any inquiry respecting such authority.

SECTION 7.    MISCELLANEOUS

7.1Amendments in Writing.None of the terms or provisions of this Agreement may be waived, amended,
supplemented or otherwise modified except in writing and in accordance with the Participation Agreement.

7.2Notices.All notices and other communications to any party hereto shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address or facsimile number set forth on Schedule 1 or at such other address or facsimile number as may be designated by such party in a
notice to the other parties.

7.3No Waiver by Course of Conduct; Cumulative Remedies.Neither the Collateral Agent nor any Secured Party
shall by any act (except by a written instrument pursuant toSection 7.1), delay, indulgence, omission or otherwise be deemed to have waived any
right or remedy hereunder or to have acquiesced in any Lease Event of Default. No failure to exercise, nor any delay in exercising, on the part of the Collateral Agent or any Secured Party, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. A waiver by the Collateral Agent or any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right
or remedy which the Collateral Agent or such Secured Party would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently
and are not exclusive of any other rights or remedies provided by law.

7.4Successors and Assigns.(a) This Agreement shall be binding upon the successors and assigns of the
Pledgor and shall inure to the benefit of the Collateral Agent and the Secured Parties and their successors and assigns;providedthat the Pledgor may
not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Collateral Agent.



7.5Set-Off.The Pledgor hereby irrevocably authorizes the Collateral Agent and each Secured Party
at any time and from time to time (i) upon the occurrence of a Lease Event of Default of the kind described in Section 16 of the Facility Lease or (ii) upon the occurrence and
continuance beyond the applicable grace period, if any, of any other Lease Event of Default and with the consent of the Secured Parties, without notice to the Pledgor, any such notice being expressly
waived by the Pledgor, to set-off and appropriate and apply any and all deposits (general or special, time or demand,

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provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any
time held or owing by the Collateral Agent or such Secured Party to or for the credit or the account of the Pledgor, or any part thereof in such amounts as the Collateral Agent or such Secured Party
may elect, against and on account of the obligations and liabilities of the Pledgor to the Collateral Agent or such Secured Party hereunder and claims of every nature and description of the Collateral
Agent or such Secured Party against the Pledgor, in any currency, whether arising hereunder, under the Participation Agreement, any other Operative Document or otherwise, as the Collateral Agent or
such Secured Party may elect, whether or not the Collateral Agent or any Secured Party has made any demand for payment and although such obligations, liabilities and claims may be contingent or
unmatured. The Collateral Agent and each Secured Party shall notify the Pledgor promptly of any such set-off and the application made by the Collateral Agent or such Secured Party of the
proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Collateral Agent and each Secured Party
under thisSection 7.5are in addition to other rights and remedies (including, without limitation, other rights of set-off) which
the Collateral Agent or such Secured Party may have.

7.6Counterparts.This Agreement may be executed by one or more of the parties to this Agreement on any number
of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

7.7Severability.Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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.

7.8Section Headings.The Section headings used in this Agreement are for convenience of reference only and are
not to affect the construction hereof or be taken into consideration in the interpretation hereof.

7.9Integration.The Security Documents represent the agreement of the Pledgor, the Collateral Agent and the
Secured Parties with respect to the subject matter hereof and thereof, and there are no
promises, undertakings, representations or warranties by the Collateral Agent or any Secured Party relative to subject matter hereof and thereof not expressly set forth or referred to in the Security
Documents. The Security Documents supersede any and all prior agreements and understandings, oral or written, relative or with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Collateral Agent or any Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Security
Documents.

7.10GOVERNING LAW.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK.

7.11Submission To Jurisdiction; Waivers.The Pledgor (and, with respect to paragraph (e) below only, the
Collateral Agent and each of the Secured Parties) hereby irrevocably and unconditionally:



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7.12Acknowledgments.The Pledgor hereby acknowledges that:



7.13Releases.(a) At such time as the Leveraged Lease Obligations shall have been paid in full, the
Collateral shall automatically be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent
and the Pledgor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgor. At the request
and sole expense of the Pledgor following any such termination, the Collateral Agent shall deliver to the Pledgor any Collateral held by the Collateral Agent hereunder, and execute and deliver to the
Pledgor such documents as the Pledgor shall reasonably request to evidence such termination.



7.14Continuing Assignment; Pledge and Security Interest; Release.

This
Agreement shall create a continuing pledge, assignment of, hypothecation of and security interest in the Collateral and shall (A) remain in full force and effect until the
payment in full of the

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Leverage Lease Obligations (providedthat, if the Owner Lessor reasonably determines that there is a material risk of the Facility Lessee being subject
to bankruptcy proceedings, the pledge under this Agreement shall remain in full force and effect until all such payments shall have become irrevocable) and the expiration or termination of the
Facility Lease, (B) be binding upon the Pledgor, its successors and assigns, provided, that a Pledgor may not transfer or assign any or all of its rights or obligations hereunder without the
prior written consent of the Owner Lessor, and (C) inure to the benefit of, and be enforceable by the Owner Lessor and its successors, transferees and assigns. Without limiting the generality
of the foregoing clause (C), the Owner Lessor may assign or otherwise transfer all or any portion of its rights in the Obligations to the extent and in the manner provided in the Operative
Documents, and such assignee shall thereupon become vested with all the benefits in respect thereof granted to the Owner Lessor herein or otherwise; the parties acknowledge that, pursuant to the Lease
Indenture, the Owner Lessor pledges its rights hereunder to the Lease Indenture Trustee as security for its obligations under the Lease Indenture; accordingly, for as long as the Lien of the
Collateral Documents remains in effect, the Lease Indenture Trustee may exercise the Owner Lessor's rights hereunder in accordance with, and to the extent set forth in, the Lease Indenture.

7.15Expenses.



7.16Security Interest Absolute.



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The
Pledgor hereby waives, to the maximum extent permitted by law (i) all rights under any law limiting remedies, including recovery of a deficiency, under an obligation secured by a mortgage
or deed of trust on real property if the real property is sold under a power of sale contained in the mortgage, and all defenses based on any loss whether as a result of any such sale or otherwise, of
Pledgor's right to recover any amount from the Facility Lessee or MEW, whether by right of subrogation or otherwise; (ii) all rights under any law to require the Owner Lessor to pursue the
Facility Lessee, or any other Person, any security which Owner Lessor may hold, or any other remedy before proceeding against the Pledgor; (iii) all rights of reimbursement or subrogation, all
rights to enforce any remedy that the Owner Lessor may have against the Facility Lessee, and all rights to participate in any security held by the Owner Lessor until the Obligations have been paid and
performed in full; (iv) all rights to require the Owner Lessor to give any notices of any kind, including, without limitation, notices of nonpayment, nonperformance, protest, dishonor, default,
delinquency or acceleration, or to make any presentments, demands or protests, except as set forth herein or expressly provided in the Participation Agreement; (v) all rights to assert the
bankruptcy or insolvency of the Facility Lessee as a defense hereunder or as the basis for rescission hereof; (vi) all rights under any law purporting to reduce the Pledgor's obligations
hereunder if the Obligations are reduced; (vii) all defenses based on the disability or lack of authority of the Facility Lessee or any Person, the repudiation of the Operative Documents by the
Facility Lessee or any Person, the failure by the Owner Lessor to enforce any claim against the Facility Lessee, or the unenforceability in whole or in part of any Operative Documents;
(viii) all suretyship and guarantor's defenses generally; (ix) all rights to insist upon, plead or in any manner whatever claim or take the benefit or advantage of, any appraisal,
valuation, stay, extension, marshalling of assets, redemption or similar law, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance
by the Pledgor of its obligations under, or the enforcement by the Owner Lessor of, this Agreement; (x) any requirement on the part of the Owner Lessor to mitigate the damages resulting from
any default; and (xi) except as otherwise specifically set forth herein, all rights of notice and hearing of any kind prior to the exercise of rights by the Owner Lessor upon the occurrence and
during the continuation of a Lease Event of Default to repossess with judicial process or to replevy, attach or levy upon the Collateral. To the extent permitted by law, the Pledgor waives the posting
of any bond otherwise required of the Owner Lessor in connection with any judicial process or proceeding to obtain possession of, replevy, attach, or levy upon the Collateral, to enforce any judgment
or other security for the Obligations, to enforce any judgment or other court order entered in favor of Owner Lessor, or to enforce by specific performance, temporary restraining order, preliminary or
permanent injunction, this Agreement or any other agreement or document between the Pledgor and the Owner Lessor. The Pledgor further agrees that upon the occurrence and during the continuation of a
Lease Event of Default, the Collateral Agent may elect to nonjudicially or judicially foreclose against any real or personal property security it holds for the Obligations or any part thereof, or to
exercise any other remedy against MEW, or the Facility Lessee, any security or any guarantor, even if the effect of that action is to deprive the Pledgor of the right to collect reimbursement from
MEW, or the Facility Lessee for any sums paid by the Pledgor to the Collateral Agent.

7.16WAIVER OF JURY TRIAL.EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER FINANCING DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

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IN
WITNESS WHEREOF, each of the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written.

| |  | EDISON MISSION HOLDINGS CO.  
| |  | -----------------------------
| |  |                              
| |  | /s/ Kevin M. Smith           
| |  | Name:                        
| |  | Title:                       
| |  |                              
| |  | MISSION ENERGY WESTSIDE, INC.
| |  |                              
| |  | /s/ Kevin M. Smith           
| |  | Name:                        
| |  | Title:                       

|Acknowledged and Agreed as of the date hereof: THE BANK OF NEW YORK, as successor to UNITED STATES TRUST COMPANY OF NEW YORK, as Collateral Agent
|-------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                 
|By:                                                                                                                                              
|                                                                                                                                                 
|                                                                                                                                                 

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SCHEDULE 1 to Pledge and Collateral Agreement

NOTICE ADDRESSES

EDISON
MISSION HOLDINGS CO.
MISSION ENERGY WESTSIDE, INC.

18101
Von Karman Avenue
Suite 1700
Irvine, CA 92612-1046
Attention: Treasurer
Telephone: 949-752-5588
Facsimile: 949-752-5624

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SCHEDULE 2 to Pledge and Collateral Agreement

DESCRIPTION OF INVESTMENT PROPERTY

Part A

Pledged Shares:

|Issuer                        |  | Class of Stock |  | Stock Certificate No. |  | No. of Shares
|----------------------------- |  | -------------- |  | --------------------- |  | -------------
|Mission Energy Westside, Inc. |  | Common         |  | 2                     |  | 100          

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SCHEDULE 3 to Pledge and Collateral Agreement

FILINGS AND OTHER ACTIONS  REQUIRED TO PERFECT SECURITY INTERESTS

Uniform Commercial Code Filings

|Pledgor                       |  | UCC Filing Offices                                                              
|----------------------------- |  | --------------------------------------------------------------------------------
|Mission Energy Westside, Inc. |  | California Secretary of State Pennsylvania Secretary of State Indiana County, PA

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Actions with Regard to Pledged Shares

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LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE

|Pledgor                       |  | Jurisdiction |  | Location                                                        
|----------------------------- |  | ------------ |  | ----------------------------------------------------------------
|Mission Energy Westside, Inc. |  | CA           |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046

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SCHEDULE 5 to Pledge and Collateral Agreement

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