Exhibit 10.18.2

Execution
Copy

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AMENDED
AND RESTATED SECURITY DEPOSIT AGREEMENT

between

EME
HOMER CITY GENERATION L.P.

and

THE
BANK OF NEW YORK

as
Collateral Agent

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Dated
as of December 7, 2001

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TABLE OF CONTENTS

|            |             |                                                                                  |                                                                                                                                                                                                                                                                                              | Page
|----------- | ----------- | -------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----
|ARTICLE I   |             | Definitions                                                                      |                                                                                                                                                                                                                                                                                              | 2   
|            | Section 1.1 |                                                                                  | Defined Terms.The following terms shall have the meanings indicated:                                                                                                                                                                                                                         |     
|            | Section 1.2 |                                                                                  | Other Definitional Provisions.                                                                                                                                                                                                                                                               |     
|ARTICLE II  |             | Agreement of Collateral Agent; Creation of Accounts; Grant of Security Interests |                                                                                                                                                                                                                                                                                              | 5   
|            | Section 2.1 |                                                                                  | Agreement of Collateral Agent                                                                                                                                                                                                                                                                |     
|            | Section 2.2 |                                                                                  | Creation of Accounts and Subaccounts.                                                                                                                                                                                                                                                        |     
|            | Section 2.3 |                                                                                  | Delivery of Revenues, etc. to Collateral Agent                                                                                                                                                                                                                                               |     
|            | Section 2.4 |                                                                                  | Security Interests in the Lessee Accounts                                                                                                                                                                                                                                                    |     
|            | Section 2.5 |                                                                                  | Securities Accounts                                                                                                                                                                                                                                                                          |     
|ARTICLE III |             | Deposits into Accounts                                                           |                                                                                                                                                                                                                                                                                              | 8   
|            | Section 3.1 |                                                                                  | Revenue Account                                                                                                                                                                                                                                                                              |     
|            | Section 3.2 |                                                                                  | Recovery Event Proceeds Account                                                                                                                                                                                                                                                              |     
|            | Section 3.3 |                                                                                  | Reserve Account                                                                                                                                                                                                                                                                              |     
|            | Section 3.4 |                                                                                  | Equity Account, Supplemental Account and Additional Reserve Account                                                                                                                                                                                                                          |     
|            | Section 3.5 |                                                                                  | LD Account. The Facility Lessee agrees that there shall be deposited into the LD Account all sums received by or on behalf of the Facility Lessee during the NOx Reserve Period on account of
performance liquidated damages and similar payments pursuant to the SCR Construction Contract. |     
|            | Section 3.6 |                                                                                  | Deposits Irrevocable.                                                                                                                                                                                                                                                                        |     
|ARTICLE IV  |             | Transfers from Accounts                                                          |                                                                                                                                                                                                                                                                                              | 9   
|            | Section 4.1 |                                                                                  | Revenue Account.                                                                                                                                                                                                                                                                             |     
|            | Section 4.2 |                                                                                  | Recovery Event Proceeds Account.                                                                                                                                                                                                                                                             |     
|            | Section 4.3 |                                                                                  | Senior Rent Payment Account                                                                                                                                                                                                                                                                  |     
|            | Section 4.4 |                                                                                  | Reserve Account                                                                                                                                                                                                                                                                              |     
|            |             |                                                                                  |                                                                                                                                                                                                                                                                                              |     

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| | Section 4.5 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | LD Account; NOx Reserve Account.  During the NOx Reserve Period, subject to Section 4.13 hereof, on each Business Day specified in the Request Letter, the Collateral Agent
shall transfer to the Facility Lessee from the funds on deposit in the applicable subaccount of the LD Account and the NOx Reserve Account respectively, the amount certified in such Request Letter to be the aggregate amount then due and payable in
respect of emission allowances required to be acquired by the Facility Lessee from time to time during such period. The transfers shall be made from the applicable subaccounts of the LD Account and the NOx Reserve Account in the following order of
priority: first, the applicable subaccount of the LD Account and second, the applicable subaccount of the NOx Reserve Account. Subject to Section 4.13, on the first Monthly Transfer Date following the end of the NOx Reserve Period the balance
remaining in each subaccount of the LD Account and the NOx Reserve Account shall be transferred into the Equity Account. |    | 11
| | ----------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -- | --
| | Section 4.6 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Permitted Indebtedness Account                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |    | 11
| | Section 4.7 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Equity Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |    | 12
| | Section 4.8 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Supplemental Account and Additional Reserve Account                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |    | 14
| |             | (b)  On each Monthly Transfer Date and immediately prior to making the transfers contemplated by Section 4.7, the Collateral Agent shall transfer all funds on deposit in each subaccount of the Supplemental Account and the Additional Reserve
Account into the applicable subaccount of the Equity Account.                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 15
| |             | (c)  On the Lien Release Date, all amounts on deposit in the subaccounts of the Additional Reserve Account shall be transferred to the Equity Account.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 15
| |             | (d)  After giving effect to all transfers contemplated by Section 4.7, on each Restricted Payment Date which occurs during the Additional Reserve Period, from funds on deposit in the applicable subaccount of the Supplemental Account,
the amount certified by the Facility Lessee in the Request Letter delivered in connection with such date the following amounts in the following order of priority:                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 15
| |             | first, on each Restricted Payment Date if (a) such Restricted Payment Date does not occur during a Restricted Payment Blockage Period and (b) the conditions to the payments of Component A of
Basic Lease Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, into the applicable subaccount of the Subordinated Rent Payment Account, an amount payable with respect to the Component A of Basic Lease Rent plus all
Excepted Payments, if any, due and payable under the applicable Facility Lease on the Restricted Payment Date, together with the amount of all deficiencies, if any, with respect to all payments required in all prior months, as certified in the
Request Letter; |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 15
| |             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   

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|            |              | second, on each Restricted Payment Date if (a) such Restricted Payment Date does not occur during a Restricted Payment Blockage Period and (b) the conditions to the payment of Component A of
Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, into the applicable subaccount of the Subordinated Reserve Account, an amount equal to the difference, if positive, between the Reserve
Requirement under the applicable Facility Lease and the sum of the balances on deposit in the applicable subaccounts of the Reserve Account and the Subordinated Reserve  Account; and                                                                                                                                                             |                                                  | 15
|----------- | ------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | --
|            |              | third, on each Restricted Payment Date if (a) such Restricted Payment Date does not occur during a Restricted Payment Blockage Period and (b) the conditions to the payment of Component A of
Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, the balance remaining in the applicable subaccount of the Equity Account, either into the applicable subaccount of the Distributions Account for
the making of Restricted Payments if the conditions to making these payments as set forth in Section 6.10 of the applicable Participation Agreement are satisfied or into the applicable subaccount of the Suspended Distributions Account if such
conditions in Section 6.10 of the applicable Participation Agreement are not satisfied. |                                                  | 15
|            | Section 4.9  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Subordinated Rent Payment Account                |   
|            | Section 4.10 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Subordinated Reserve Account                     |   
|            | Section 4.11 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Suspended Distributions Account                  |   
|            | Section 4.12 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Delivery of Request Letters                      |   
|            | Section 4.13 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Shortfall Notices                                |   
|            | Section 4.14 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Transfers from Accounts During a Default Period. |   
|            | Section 4.15 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Collateral Agent's Calculations                  |   
|            | Section 4.16 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Insufficient Amounts                             |   
|ARTICLE V   |              | Investment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                  | 18
|ARTICLE VI  |              | Collateral Agent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                  | 18
|            | Section 6.1  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Rights, Duties, etc.                             |   
|            | Section 6.2  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Resignation or Removal                           |   
|ARTICLE VII |              | Determinations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                  | 19
|            |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                  |   

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|ARTICLE VIII |             | Miscellaneous |                                      | 19
|------------ | ----------- | ------------- | ------------------------------------ | --
|             | Section 8.1 |               | Indemnification of Collateral Agent  |   
|             | Section 8.2 |               | Waiver of Right of Set-Off           |   
|             | Section 8.3 |               | Termination                          |   
|             | Section 8.4 |               | Severability                         |   
|             | Section 8.5 |               | Counterparts                         |   
|             | Section 8.6 |               | Amendments                           |   
|             | Section 8.7 |               | APPLICABLE LAW                       |   
|             | Section 8.8 |               | Notices                              |   
|             | Section 8.9 |               | Benefit of Scurity Deposit Agreement |   

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AMENDED AND RESTATED SECURITY DEPOSIT AGREEMENT, dated as of December 7, 2001 (this "Agreement"), between EME HOMER CITY GENERATION
L.P., a Pennsylvania limited partnership ("EME Homer City" or the "Facility Lessee"), and THE BANK OF
NEW YORK, as collateral agent for the Secured Parties (as defined below) (in such capacity, the "Collateral Agent") and THE BANK OF NEW YORK, in its
capacity as a "securities intermediary" as defined in Section 8-102 of the New York UCC (in such capacity, the "Securities Intermediary")

RECITALS

A.    Contemporaneously
herewith, EME Homer City will enter into a transaction pursuant to the Participation Agreements listed on Schedule 1, each by and among EME Homer City, the applicable Owner Lessor, Wells Fargo Bank
Northwest, National Association, not in its
individual capacity but solely as Owner Manager, the Owner Participant, Homer City Funding LLC, as Lender, the Lease Indenture Trustee, the Security Agent and The Bank of New York, not in its
individual capacity but solely as Bondholder Trustee (as amended, modified and supplemented and in effect from time to time, collectively, the "Participation
Agreements") whereby EME Homer City will sell undivided interests in its generating assets to the Owner Lessors and the Owner Lessors will lease such undivided interests in its
generating assets to EME Homer City under the Facility Leases.

B.    In
consideration of the transactions contemplated by 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 Facility Lessee desires by this Agreement to provide interests in certain Accounts as security for EME
Homer City's obligations under the Participation Agreements and the other Operative Documents.

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

E.    The
parties hereto desire by this Agreement (as defined above) to provide for the receipt of Revenues and the application thereof to the payment of Operating Expenses (as
defined below) and Leveraged Lease Obligations and for other purposes as described herein.

F.    Pursuant
to the Ownership and Operation Agreement, dated as of December    , 2001 (as amended, supplemented or otherwise modified from time to time, the
"Ownership and Operation Agreement"), among the Collateral Agent and the Secured Parties, the Collateral Agent has agreed to serve as a common
collateral agent for all Secured Parties.

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

H.    The
parties hereto desire to amend and restate the Security Deposit Agreement, among Edison Mission Holdings Co., Edison Mission Finance Co., Homer City Property
Holdings, Inc., Chestnut Ridge Energy Co., Mission Energy Westside, Inc., EME Homer City Generation L.P. and United States Trust Company of New York, as Collateral Agent, dated
March 18, 1999 in its entirety and release the liens granted therein as provided herein.

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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 that the Security Deposit Agreement, dated March 18, 1999 is hereby amended and restated as follows:

ARTICLE IDefinitions

Section 1.1Defined Terms.The following terms shall have the meanings indicated:



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Section 1.2Other Definitional Provisions.



ARTICLE IIAgreement of Collateral Agent;  Creation of Accounts; Grant of Security Interests

Section 2.1Agreement of Collateral Agent.The Collateral Agent agrees to accept all cash, cash
equivalents, instruments, investments and other securities to be delivered to or held by the Collateral Agent pursuant to the terms of this Agreement, and, from such cash, cash equivalents,
instruments, investments and other securities, to make the releases and transfers contemplated by this Agreement as and when required in accordance with the terms hereof. The Collateral Agent shall
hold and safeguard the Accounts (other than the Operating Account and the cash, cash equivalents, instruments, investments and other securities on deposit therein) during the term of this Agreement in
accordance with the provisions hereof. The Collateral Agent shall treat the cash, cash equivalents, instruments, investments and other securities in each Pledged Account as pledged by the Facility
Lessee to the Secured Parties, to be held by the Collateral Agent, as agent of the Secured Parties, in trust in accordance with the provisions hereof.

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Section 2.2Creation of Accounts and Subaccounts.



Section 2.3Delivery of Revenues, etc. to Collateral Agent.The Facility Lessee shall cause all Revenues
and Recovery Event Proceeds and all cash, cash equivalents, instruments, investments and

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other securities in its possession (excluding amounts received by the Facility Lessee as transfers from the Operating Account or the Distributions Account in accordance with this Agreement) to be
delivered immediately to the Collateral Agent for deposit into the Accounts pursuant to Article III. All such Revenues, cash, cash equivalents, instruments, investments and other securities at
any time on deposit in the Accounts shall be held in the exclusive custody of the Collateral Agent for the purposes and on the terms set forth in this Agreement.

Section 2.4Security Interests in the Lessee Accounts.In order to secure the payment of the Obligations,
and the performance and observance by the Facility Lessee of all of its covenants, agreements and obligations to the Secured Parties under the Transaction Documents, the Facility Lessee hereby pledges
and assigns to the Collateral Agent, and hereby grants in favor of the Collateral Agent for the ratable benefit of the Secured Parties, a security interest in all of the Facility Lessee's right, title
and interest, whether now owned or hereafter acquired and whether now existing or hereafter coming into existence, in, to and under (i) all Revenues, (ii) the Revenue Account, the Senior
Rent Payment Account, the Recovery Event Proceeds Account, the Equity Account and all cash, cash equivalents, instruments, investments and other securities on deposit therein, (iii) all
security entitlements with respect to any and/or all of the foregoing and all Proceeds of the foregoing. All Accounts (other than the Operating Account) and all cash, cash equivalents, instruments,
investments and other securities on deposit therein and security entitlements with respect thereto shall, subject to the provisions of this Agreement, be subject to the exclusive dominion and control
of the Collateral Agent, and the Collateral Agent shall have the sole and exclusive right to withdraw or order a transfer of funds from such Accounts, and the Facility Lessee hereby irrevocably
appoints the Collateral Agent as its true and lawful attorney, with full power of substitution, for the purpose of making any such withdrawal or ordering any such transfer of funds from any such
Account, which appointment is coupled with an interest and is irrevocable. The Facility Lessee shall not have any rights or powers with respect to any amounts in any of the Accounts (other than the
Operating Account) or any part thereof except (i) as provided in the Investments section of this Security Deposit Agreement, (ii) the right to have such amounts applied in accordance
with the provisions of this Security Deposit Agreement, and (iii) the right described in Section 4.7(b)(ii).

Section 2.5Securities Accounts.The parties hereto hereby agree that:



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ARTICLE IIIDeposits into Accounts

Section 3.1Revenue Account.The Facility Lessee agrees that there shall be deposited into the Revenue
Account all Revenues and all proceeds of Permitted Indebtedness (including proceeds received pursuant to the SocGen Instrument) received by or on behalf of itself and any proceeds of liquidated
damages or settlement proceeds arising out of contractual claims related to the Facility. If, notwithstanding the foregoing, the Facility Lessee receives any Revenues or proceeds of Permitted
Indebtedness, it shall immediately deliver such Revenues in the exact form received (duly indorsed, if appropriate, in a manner satisfactory to the Collateral Agent) to the Collateral Agent for
deposit into the Revenue Account. The Collateral Agent shall have the right to receive all Revenues directly from the Persons owing the same. All Revenue and proceeds of Permitted Indebtedness
received by the Collateral Agent shall be deposited into the Revenue Account.

Section 3.2Recovery Event Proceeds Account.The Facility Lessee agrees that there shall be deposited
into the Recovery Event Proceeds Account all Recovery Event Proceedsprovided, that if the aggregate amount of Recovery Event Proceeds with respect to a
Recovery Event is less than $5 million, such proceeds shall be transferred to the Revenue Account if requested pursuant to a Request Letter. If, notwithstanding the foregoing, the Facility
Lessee shall receive any such proceeds, it shall immediately deliver such proceeds in the exact form received (duly endorsed, if appropriate, in a manner satisfactory to the Collateral Agent) to the
Collateral Agent for deposit into the Recovery Event Proceeds Account. The Collateral Agent shall have the right to receive all such proceeds directly from the Persons owing the same. All such
proceeds received by or on behalf of the Collateral Agent shall be deposited into the Recovery Event Proceeds Account. Amounts deposited into the Recovery Event Proceeds Account shall be credited to
each subaccount thereof based upon each Owner Lessor's Percentage of such deposited amounts.

Section 3.3Reserve Account.The Facility Lessee agrees that on the Amendment Date there shall be
deposited into the Reserve Account the proceeds from the sale of the Facility received pursuant to the Facility Deeds and the Bills of Sale, in a total amount of $[134]
million. Such amount shall be credited to each subaccount of the Reserve Account based upon each Owner Lessor's Percentage of such deposited amount. No additional amounts shall be deposited into the
Reserve Account.

Section 3.4Equity Account, Supplemental Account and Additional Reserve Account.The Facility Lessee
agrees that any Component A Letter of Credit or Facility Lessee Provided Letter of Credit (in each case with respect to the applicable Facility Lease) delivered to the Collateral Agent in accordance
with the terms of Section 4.7(b) hereof shall be deposited in the applicable subaccounts of the Equity Account, the Additional Reserve Account or the Supplemental Account and all proceeds from
a draw thereon shall be deposited in the applicable subaccounts of the Equity Account, the Additional Reserve Account or the Supplemental Account.

Section 3.5LD Account.The Facility Lessee agrees that there shall be deposited into the LD Account all
sums received by or on behalf of the Facility Lessee during the NOx Reserve Period on account of performance liquidated damages and similar payments pursuant to the SCR Construction Contract.

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Section 3.6Deposits Irrevocable.Any deposit made into the Accounts hereunder shall be irrevocable and
all cash, cash equivalents, instruments, investments and other securities on deposit shall be held in trust by the Collateral Agent, and applied solely as provided herein.

ARTICLE IVTransfers from Accounts

Section 4.1Revenue Account.



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Section 4.2Recovery Event Proceeds Account.



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Section 4.3Senior Rent Payment Account.Subject to Section 4.13 hereof, on any Rent Payment Date
for a Facility Lease, the Collateral Agent shall transfer from funds on deposit in the applicable subaccount of the Senior Rent Payment Account to the Security Agent on behalf of the applicable Owner
Lessor, the amount certified by the Facility Lessee in the Request Letter delivered in connection with such Rent Payment Date to be payable with respect to the Senior Rent and all Supplemental Rent
(other than Excepted Payments) under such Facility Lease on such date.

Section 4.4Reserve Account.Subject to Sections 4.13 and 4.1(b) hereof and so long as no Lease Event of
Default (other than a Rent Default Event) then exists, on any Rent Payment Date for a Facility Lease, the Collateral Agent shall transfer to the applicable Owner Lessor from funds on deposit in the
applicable subaccount of the Reserve Account the amount certified by the Facility Lessee to be equal to the difference, if positive, between the amounts payable with respect to the Component A of
Basic Lease Rent under such Facility Lease on such Rent Payment Date and the amounts that would be available under Section 4.8, if any (and whether or not the conditions have been met under
Section 6.9 of the applicable Participation Agreement), after giving effect to any transfers (with respect to such subaccount) to be made on such date pursuant to Section 4.1 hereof for
use in making payments with respect to the Component A of Basic Lease Rent in accordance with the applicable Operative Documents.

Section 4.5LD Account; NOx Reserve Account.During the NOx Reserve Period, subject to
Section 4.13 hereof, on each Business Day specified in the Request Letter, the Collateral Agent shall transfer to the
Facility Lessee from the funds on deposit in the applicable subaccount of the LD Account and the NOx Reserve Account respectively, the amount certified in such Request Letter to be the aggregate
amount then due and payable in respect of emission allowances required to be acquired by the Facility Lessee from time to time during such period. The transfers shall be made from the applicable
subaccounts of the LD Account and the NOx Reserve Account in the following order of priority: first, the applicable subaccount of the LD Account and second, the applicable subaccount of the NOx
Reserve Account. Subject to Section 4.13, on the first Monthly Transfer Date following the end of the NOx Reserve Period the balance remaining in each subaccount of the LD Account and the NOx
Reserve Account shall be transferred into the Equity Account.

Section 4.6Permitted Indebtedness Account.(a) Subject to Section 4.13 hereof, on any
date on which any payment is due and payable in respect of Permitted Indebtedness, after giving effect to all transfers to be made on such date pursuant to Section 4.1, the Collateral Agent
shall transfer to the Persons that provide each class of Permitted Indebtedness, from the funds on deposit in the Permitted Indebtedness Account, the aggregate amount of principal, premium, fees,
indemnities, costs and expenses then due and payable to the Persons that provide each such class of Permitted Indebtedness, as certified in the Request Letters delivered in connection with such
Monthly Transfer Date.



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Section 4.7Equity Account.



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Section 4.8Supplemental Account and Additional Reserve Account.(a) Subject to Sections 4.13 and
4.1(b) hereof, on each Monthly Transfer Date or Restricted Payment Date as applicable, the Collateral Agent shall make transfers from the funds on deposit in the applicable subaccount of each of

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the Supplemental Account and the Additional Reserve Account in accordance with Sections 4.1(b) and 4.7(d).



Section 4.9Subordinated Rent Payment Account.Subject to Sections 4.13 and 4.1(b) hereof, if the
conditions to the payments of Component A Portion of the Basic Lease Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, on each Restricted Payment Date under
such Participation Agreement, after giving effect to all transfers to be made on such date pursuant hereto, the Collateral Agent shall transfer to the applicable Owner Lessor, from funds on deposit in
the applicable subaccount of the Subordinated Rent Payment Account, the amount certified by the Facility Lessee in the Request Letter delivered in connection with such payment to be (i) payable
with respect to the Component A of the Basic Lease Rent and all Excepted Payments under the applicable Facility Lease and (ii) available for use in making such payments on account of the
Component A of Basic

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Lease Rent and Excepted Payments in accordance with the terms of the applicable Operative Documents.

Section 4.10Subordinated Reserve Account.Subject to Sections 4.13 and 4.1(b) hereof and so long
as no Lease Event of Default (other than a Rent Default Event) then exists on each Restricted Payment Date under such Participation Agreement, following a distribution in accordance with the terms of
Sections 4.8 and 4.4 hereof, if any (and whether or not the conditions have been met under Section 6.9 of the applicable Participation Agreement), the Collateral Agent shall transfer to
the applicable Owner Lessor, from funds on deposit in the applicable subaccount of the Subordinated Reserve Account, the amount certified by the Facility Lessee in the Request Letter delivered in
connection with such Restricted Payment Date to be equal to the difference, if positive, between the aggregate amount of the Component A of Basic Lease Rent and Excepted Payments under the
applicable Facility Lease due and the aggregate amount of payments, if any, made on such Restricted Payment Date pursuant to Sections 4.8 and 4.4 hereof.

Section 4.11Suspended Distributions Account.Subject to Section 4.13 hereof, on each Monthly
Transfer Date or Restricted Payment Date (as applicable), the Collateral Agent shall make transfers from the funds on deposit in the applicable subaccount of the Suspended Distributions Account in
accordance with Sections 4.1(b) and 4.7(d). Following the end of the Lease Term of the applicable Facility Lease and the payment in full of all Rent, Termination Value and other amounts due and
owing from the Facility Lessee under such Facility Lease and the other Operative Documents, the Collateral Agent shall transfer, all the funds on deposit in the applicable subaccount of the Suspended
Distributions Account to the Facility Lessee.

Section 4.12Delivery of Request Letters.Each Request Letter to be delivered by the Facility Lessee
pursuant to this Article IV shall be delivered to the Collateral Agent not later than one day prior to the date that the Collateral Agent is required to make any transfer specified therein. At
the time the Facility Lessee delivers to the Collateral Agent any Request Letter or other written communication relating to any Account or subaccount of the Accounts, the Facility Lessee shall deliver
a copy thereof to each Owner Lessor and its applicable Lease Indenture Trustee, Owner Participant and such Owner Lessor's Representative.

Section 4.13Shortfall Notices.Not later than the Business Day preceding each date on which any transfer
is to be made pursuant to this Article IV, the Collateral Agent shall notify the applicable Owner Lessor and its applicable Owner Participant if the amounts requested to be transferred on such
date in the Request Letter delivered in connection therewith exceed the funds available in the applicable subaccounts of the relevant Accounts.

Section 4.14Transfers from Accounts During a Default Period.



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It
is understood and agreed that no amount on deposit in any other subaccount of any of the Accounts (nor, except as provided in clauses seventh and eighth above, amounts on deposit in the Revenue
Account or the applicable subaccount of the Recovery Event Proceeds Account) shall be available for distributions to be made pursuant to Section 4.13(b) with respect to such Facility Lease and
the applicable Operative Documents.

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Section 4.15Collateral Agent's Calculations.In making the determinations and allocations required by
Section 4.13, the Collateral Agent may rely upon information specified in any Request Letter and any certificate of the applicable Owner Lessor delivered to it, as applicable, and the
Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. All transfers and releases made by the Collateral Agent pursuant to
Section 4.13 shall be (subject to any decree of any court of competent jurisdiction) final, and the Collateral Agent shall have no duty to inquire as to the application by any Secured Party of
any amounts distributed to them.

Section 4.16Insufficient Amounts.Except as provided in Sections 4.1(b) and 4.7(d) hereof, to the extent
the applicable Owner Lessor Percentage of the amounts on deposit in any Account (or, if the Account has subaccounts, in the applicable subaccount) are insufficient to fully satisfy any transfer
requirement from such Account (or, if the Account has subaccounts, the applicable subaccount) under this Article IV, such transfer shall be made to the extent of the amounts on deposit in such
Account (or, if the Account has subaccounts, the applicable subaccount). In addition, if (i) any transfer requirements from any Account (or, if the Account has subaccounts, the applicable
subaccount) in this Article IV share the same level of priority and (ii) the funds equal to the applicable Owner Lessor Percentage of the funds in such Account (or, if the Account has
subaccounts, the funds in the applicable subaccount) are insufficient to satisfy in full all such transfer requirements which share such level of priority, such transfers shall be made on a pro rata
basis to the extent of the amounts on deposit in such Account (or, if the Account has subaccounts, the funds in the applicable subaccount).

ARTICLE VInvestment

Cash held by the Collateral Agent in the Accounts shall not be invested or reinvested except as provided below:



The
Collateral Agent shall take such action as may be necessary to perfect the security interest created by this Agreement in all Permitted Investments held in any Pledged Account.

ARTICLE VICollateral Agent

Section 6.1Rights, Duties, etc.The acceptance by the Collateral Agent of its respective duties
hereunder is subject to the following terms and conditions which the parties to this Agreement hereby

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agree shall govern and control with respect to the rights, duties, liabilities and immunities of the Collateral Agent:



Section 6.2Resignation or Removal.The Collateral Agent may resign or be removed as set forth in
Section 6.5 of the Amended and Restated Guarantee and Collateral Agreement.

ARTICLE VIIDeterminations

In the event of any dispute as to any amount to be distributed or paid by the Collateral Agent from the Accounts (or subaccounts), the Collateral Agent is
authorized and directed to retain in its possession without liability to anyone all or any part of the amounts then on deposit in the Accounts or subaccounts, until such dispute shall have been
settled by mutual agreement of the disputing parties or by a final order, decree or judgment of a Federal or State court of competent jurisdiction located in the State of New York (with respect to
disputes in connection with amounts on deposit in the Accounts or subaccounts), and time for an appeal has expired and no appeal has been perfected, but the Collateral Agent shall be under no duty
whatsoever to institute or defend any such proceedings.

ARTICLE VIIIMiscellaneous

Section 8.1Indemnification of Collateral Agent.The Facility Lessee assumes liability for, and agrees to
indemnify, protect, save and keep harmless each Owner Lessor, each Owner Lessor's Representative, each Owner Participant, the Security Agent and the Collateral Agent and their respective successors,
assigns, agents and servants from and against, any and all claims, liabilities, obligations, losses, damages, taxes, penalties, costs and expenses (including reasonable attorneys' fees)

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that may be imposed on, incurred by, or asserted against, at any time, such Owner Lessor, such Owner Lessor's Representative, such Owner Participant, the Security Agent or the Collateral Agent and in
any way relating to or arising out of the execution and delivery of this Agreement, the establishment of the Accounts and subaccounts, the acceptance of deposits, the purchase or sale of Permitted
Investments, the retention of cash and Permitted Investments or the proceeds thereof and any payment, transfer or other application of cash or Permitted Investments in accordance with the provisions
of this Agreement, or as may arise by reason of any act, omission or error of the Collateral Agent made in good faith in the conduct of its duties; except that the Facility Lessee shall not be
required to indemnify, protect, save and keep harmless the Collateral Agent or any Owner Lessor, against its own gross negligence or willful misconduct. The indemnities contained in this
Section 8.1 shall survive the termination of this Agreement.

Section 8.2Waiver of Right of Set-Off.The Collateral Agent waives, with respect to all of
its existing and future claims against the Facility Lessee, all existing and future rights of set-off and banker's liens against the Accounts and subaccounts and all items (and proceeds
thereof) that come into its possession in connection with the Accounts.

Section 8.3Termination.The provisions of Articles III and IV with respect to the applicable Accounts or
subaccounts shall terminate on the date on which the applicable Facility Lease shall terminate in accordance with its terms and the Obligations under the applicable Transaction Documents shall have
been paid in full. Promptly after such termination, the applicable Owner Lessor shall notify the Collateral Agent of such termination and the Collateral Agent hereby agrees that at the time of such
termination (x) the Owner Lessor's Percentage of amounts or Permitted Investments in the Accounts or amounts and Permitted Investments in the applicable subaccounts, as applicable, shall be
liquidated as soon as commercially prudent, (y) a reconciliation shall be made of the distributions made from the applicable Accounts or subaccounts and any necessary adjustments to the
balances of such applicable Accounts or subaccounts as a result of such reconciliation shall be made and (z) the applicable portion of Owner Lessor's Percentage of the moneys in the applicable
Accounts, subject to the other Transaction Documents, or subaccounts (after giving effect to such liquidation and such adjustments) shall, subject to other Transaction Documents, be distributed to the
Facility Lessee or as it may direct.

Section 8.4Severability.If any one or more of the covenants or agreements provided in this Agreement on
the part of the parties hereto to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable
from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.

Section 8.5Counterparts.This Agreement may be executed in several counterparts, each of which shall be
an original and all of which shall constitute one and the same instrument.

Section 8.6Amendments.The provisions of this Agreement and other Transaction Documents may be amended,
modified or waived if such amendment, modification or waiver is in writing and is entered into in accordance with the provisions of the Participation Agreement.

Section 8.7APPLICABLE LAW.THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK REGARDLESS OF ANY OTHER PROVISION IN ANY OTHER AGREEMENT, FOR PURPOSES OF THE NEW YORK UCC, NEW YORK SHALL BE DEEMED TO BE THE SECURITIES
INTERMEDIARY'S JURISDICTION AND THE ACCOUNTS (AS WELL AS THE SECURITIES ENTITLEMENTS RELATED THERETO) SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

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Section 8.8Notices.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 8.9Benefit of Security Deposit Agreement



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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.

| |  | EME HOMER CITY GENERATION L.P.                                  
| |  | ----------------------------------------------------------------
| |  | By:                                                             
| |  | By:                                                             
| |  | Address for Notices:                                            
| |  | 18101 Von Karman Avenue
Suite 1700
Irvine, California 92612-1046
| |  | THE BANK OF NEW YORK, as Collateral Agent                       
| |  | By:                                                             
| |  | THE BANK OF NEW YORK, as Securities Intermediary                
| |  | By:                                                             
| |  | Address for Notices:                                            
| |  | 114 West 47th Street
25th Floor
New York, New York 10036        

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