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                                                                   Exhibit 4.6

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                          LEASE SUBORDINATION AGREEMENT


                          dated as of December __, 2001


                                  by and among


                                    [GE LLC],
                              as the Owner Lessor,


                         [GE CAPITAL OWNER PARTICIPANT],
                            as the Owner Participant,

                                       AND

                              THE BANK OF NEW YORK
                                 as successor to

                    UNITED STATES TRUST COMPANY OF NEW YORK,
                              as the Security Agent



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                             SUBORDINATION AGREEMENT

     This SUBORDINATION AGREEMENT, dated as of December __, 2001 (this
"AGREEMENT"), is by and among [GE LLC], as the Owner Lessor under the Facility
Lease referred to below, [GE CAPITAL OWNER PARTICIPANT], as the Owner
Participant under the Participation Agreement referred to below, and [UNITED
STATES TRUST COMPANY OF NEW YORK], not in its individual capacity but solely as
the Security Agent under the Lease Indenture ( as defined in the Participation
Agreement referred to below).

                                    RECITALS

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

     WHEREAS, contemporaneously herewith EME Homer City Generation, L.P. ("HOMER
CITY"), a wholly owned subsidiary of Edison Mission Midwest Holdings Co.
("HOLDINGS"), will enter into a transaction pursuant to the Participation
Agreement by and among Homer City, the Owner Lessor, [_______], not in its
individual capacity but solely as Owner Manager, the Owner Participant, Homer
City Funding LLC, as Lender, the Security Agent and United States Trust Company
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, the
"PARTICIPATION AGREEMENT") whereby Homer City would sell certain of its
generating assets to the Owner Lessor and the Owner Lessor would lease such
generating assets to Homer City under the Facility Lease;

     WHEREAS, in connection with the transactions contemplated by the
Participation Agreement, Holdings and Homer City requested the Lender to approve
such sale and lease-back of such generating assets;

     WHEREAS, as a consideration for the Lender's approval of the transactions
contemplated by the Participation Agreement, the parties hereto will agree to
subordinate certain claims against Homer City under the Participation Agreement
and the other Operative Documents to the rights of holders of the Initial Lessor
Notes (as defined in the Participation Agreement as of the date hereof and as
such term may hereafter be modified with the consent of the Security Agent); and

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

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

                                   ARTICLE I
                     DEFINITIONS; PRINCIPLES OF CONSTRUCTION

     SECTION 1.1 DEFINITIONS.

          (a) PARTICIPATION AGREEMENT. Unless otherwise expressly provided
herein, capitalized terms used but not defined in this Agreement shall have the
meanings given to such terms in Appendix A to the Participation Agreement.

          (b) OTHER DEFINED TERMS. The following terms, when used herein, shall
have the following meanings:

          "SUBORDINATED LEVERAGED LEASE OBLIGATIONS" shall mean, the Equity
     Portion of Basic Lease Rent, the Equity Portion of Termination Value and
     any Supplemental Rent (constituting Excepted Payments) with respect to
     Excepted Payments now or hereafter owed by Homer City to the Owner
     Participant or the Owner Lessor under the Operative Documents; provided,
     however, that the following items shall be excluded from the Subordinated
     Leveraged Lease Obligations: (a) any Excepted Payments owing to the Owner
     Lessor on account of fees and indemnities owed to the Owner Manager; and
     (b) Rent paid from the Reserve Account.

          "PROCEEDING" shall have the meaning given to such term in SECTION 3.2.

          "SENIOR CLAIMS" shall have the meaning given to such term in SECTION
     2.1(a).

          "SENIOR LEVERAGED LEASE OBLIGATIONS" shall mean Basic Lease Rent
     (other than the Equity Portion of Basic Lease Rent), Termination Value


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     (other than the Equity Portion of Termination Value), any Supplemental Rent
     (whether for indemnities, costs, expenses or otherwise) now or hereafter
     owed by Homer City to the Owner Lessor, the Security Agent, the Lease
     Indenture Trustee, the Lender or the Bondholder Trustee under the Operative
     Documents and any other sum now or hereafter owed with respect to the
     Initial Lessor Notes (whether for principal thereof, interest thereon, or
     make-whole payments thereof or otherwise).

          "SUBORDINATED CLAIMS" shall mean, as at any date of determination, the
     aggregate amount of all Subordinated Leveraged Lease Obligations for all
     Fiscal Quarters ending on or immediately prior to such date to the extent
     not discharged prior to such date pursuant to and in compliance with the
     provisions of Section 6.9 of the Participation Agreement.

          "SUBORDINATED PARTIES" shall mean the Owner Lessor and the Owner
     Participant in their capacity as holders of the Subordinated Claims.

     SECTION 1.2 PRINCIPLES OF CONSTRUCTION. Unless otherwise expressly provided
herein, the principles of construction set forth in the Participation Agreement
shall apply to this Agreement.

                                   ARTICLE II
                            SUBORDINATION PROVISIONS

     SECTION 2.1 SUBORDINATION OF CLAIMS. Until all Senior Leveraged Lease
Obligations shall have been paid in full:

          (a) the Subordinated Claims shall be subordinate, to the extent and in
the manner hereinafter set forth, to the prior payment of, and junior in right
of payment to, any and all Senior Leveraged Lease Obligations whether now
existing or hereafter incurred or created (collectively, the "SENIOR CLAIMS");

          (b) Homer City shall not, directly or indirectly, except with respect
to withdrawals from the Equity Account pursuant to Section 7.1(a) of the Amended
Security Desposit Agreement and Section 17.1(g) of the Facility Lease, make any
payment on account of, or transfer any collateral for any part of, any
Subordinated Claims; PROVIDED, HOWEVER, that, as long as no Lease Event of
Default (other than a Rent Default Event) has occurred and is continuing under
the Facility


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Lease and subject to Section 6.9 of the Participation Agreement, Homer City may
make payments of Basic Lease Rent, Supplemental Rent and Renewal Lease Rent; and

          (c) without the consent of the Lease Indenture Trustee, the
Subordinated Parties shall not demand, sue for or accept (other than with
respect to withdrawals from the Equity Account pursuant to Section 7.1(a) of the
Amended Security Desposit Agreement and Section 17.1(g) of the Facility Lease)
from Homer City any payment or collateral in respect of any Subordinated Claims,
or take any other action to enforce its rights or exercise any remedies in
respect of any Subordinated Claims (whether upon the occurrence or during the
continuation of a Lease Event of Default under the Facility Lease).

          (d) Neither Homer City nor the Subordinated Parties shall otherwise
take any action prejudicial to or inconsistent with the priority position of the
Secured Parties over the Subordinated Parties created by this Section 2.1.

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

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

                                  ARTICLE III
                              WRONGFUL COLLECTIONS

     SECTION 3.1 TURNOVER. Should any payment on account of, or any collateral
for any part of, any Subordinated Claims be received by the Subordinated Party
in violation of this Agreement or the provisions of SECTION 6.9 of the
Participation Agreement, such payment or collateral shall be delivered forthwith
to the Security Agent in the same form as so received (with any necessary
endorsement). Until so delivered, any such payment or collateral shall be held
by such Subordinated Party in trust for the holders of the Senior Claims and
shall not be


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commingled with other funds or property of such Subordinated Party. The Security
Agent is hereby irrevocably authorized to supply any endorsement or assignment
which may have been omitted which the Security Agent may reasonably deem
necessary or advisable to enforce its rights under this Agreement, including,
without limitation, authority to receive, endorse and collect all instruments
made payable to any Subordinated Party representing any distribution, interest
payment or other payments in respect of the Subordinated Claims.

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

                                   ARTICLE IV
                                   PROCEEDINGS

     SECTION 4.1 COMMENCEMENT OF PROCEEDINGS. Except to the extent otherwise
provided herein, no Subordinated Party shall commence, or join with any other
creditor or creditors of Homer City in commencing, any Proceeding against Homer
City without the consent of the Lease Indenture Trustee.

     SECTION 4.2 PAYMENTS AND DISTRIBUTIONS. In the event of any Proceeding,
until all Senior Leveraged Lease Obligations shall have been paid in full,
any payment or distribution of any kind or character on account of a
Subordinated Claim, whether in cash, property or securities, which, but for
the subordination provisions of this Agreement would otherwise be payable or
deliverable upon or in respect of Subordinated Claims, shall instead be paid
over or delivered to the Security Agent and no holder of Subordinated Claims
shall be entitled to receive any such payment or distribution or any benefit
therefrom.

     SECTION 4.3 ENFORCEMENT OF SUBORDINATED CLAIMS.


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

          (b) ENFORCEMENT BY THE SUBORDINATED PARTY. After the commencement of
any Proceeding, the requesting Subordinated Party may (but shall not be required
to) proceed to file a proof of claim, enter appearances and file affirmative or
responsive pleadings with respect to such Subordinated Claims and take such
further steps with respect thereto, not inconsistent with this Agreement, as the
requesting Subordinated Party may deem proper.

          (c) SUBROGATION. The Subordinated Parties shall not have any
subrogation or other rights as a holder of Senior Claims, and each Subordinated
Party hereby irrevocably waives all such rights of subrogation and all rights of
reimbursement or indemnity whatsoever and all rights of recourse to any security
for any Senior Claims, until such time as all Senior Leveraged Lease Obligations
shall have been paid in full. Subject to and from and after the payment in
full, of all Senior Leveraged Lease Obligations, each Subordinated Party
shall be subrogated to any rights of the holders of Senior Claims to receive
payments or distributions of cash, property or securities of Homer City
applicable to any Subordinated Claims until all amounts owing on such
Subordinated Claims shall be paid in full.

          (a) ENFORCEMENT BY THE HOLDERS OF THE SENIOR CLAIMS. At any
Proceeding, until all Obligations shall have been paid in full, the holders
of the Senior Claims are hereby irrevocably authorized (but not required) to:

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

              (ii) collect any assets of any Owner Lessor distributed, divided
          or applied by way of dividend or payment, and any securities issued,
          in each case, on account of Subordinated Claims and apply the same, or
          the proceeds of any realization upon the same that the Indenture
          Estate in their discretion elect to effect, to Senior Claims until all
          Obligations shall have been paid in full;



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          provided, however, that the Lease Indenture Estate shall render any
          surplus to the Subordinated Party or its affiliates, as their
          interests appear, or interplead such surplus with a court of competent
          jurisdiction;

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

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

                                   ARTICLE V
                              LIMITATION ON ACTIONS

     SECTION 5.1 ACTIONS PROHIBITED. Until all Senior Leveraged Lease
Obligations shall have been paid in full, except as otherwise expressly
provided herein, the Subordinated Parties shall not, without the prior written
consent of the Security Agent:

          (a) take, obtain or hold (or permit anyone acting on its behalf to
take, obtain or hold) any assets of Homer City (other than Homer City's interest
in the Facility and the Facility Site), whether as a result of any
administrative, legal or equitable action, or otherwise, in violation of the
subordination provisions contained in this Agreement;

          (b) commence, prosecute or participate in (i) any administrative,
legal or equitable action against or involving Homer City relating to the
payment or collection of any Subordinated Claims, including, without limitation,
any Proceeding, or (ii) any administrative, legal or equitable action to (a)
enforce or collect any judgment obtained in respect of any Subordinated Claims,
(b) enforce or exercise remedies seeking to collect or enforce payment of any
Subordinated Claims or (c) enforce or exercise remedies under or pursuant to any
lien or other security interest securing any Subordinated Claims; or

          (c) exercise any other rights or remedies to enforce the payment or
collection of any Subordinated Claims or any collateral security provided with
respect to such Subordinated Claims.


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     SECTION 5.2 DEFENSE IN ACTION. If the Subordinated Party, in violation of
the provisions herein set forth, shall commence, prosecute or participate in any
suit, action, case or Proceeding referred to in Section 5.1, the Owner Lessor
may interpose as a defense or plea the provisions set forth herein, and any
holder of any Senior Claims may intervene and interpose such defense or plea in
its own name or in the name of the Owner Lessor, and shall, in any event, be
entitled to restrain the enforcement of the provisions of any Subordinated
Claims in its own name or in the name of the Owner Lessor, as the case may be,
in the same suit, action, case or Proceeding or in any independent suit, action,
case or Proceeding.

                                   ARTICLE VI
                             SUBORDINATION ABSOLUTE

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

          (a) any act or failure to act on the part of Homer City;

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

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

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

          (e) any merger or consolidation of Homer City or any of its
subsidiaries into or with other Person, or any sale, lease or transfer of any or
all of the assets of Homer City or any of its subsidiaries to any other Person,
PROVIDED that


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such merger or consolidation is effected in compliance with the relevant
provisions of the Participation Agreement;

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

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

          (h) any other circumstance.

     The provisions of this SECTION 6.1 are not in derogation of, and are not
intended to affect in any way, any rights or remedies of, or available to, the
Subordinated Parties that may arise under the other Operative Documents directly
or indirectly as a consequences of acts, events or circumstances set forth
above.

     Section 6.2 Waivers.

          (a) WAIVER OF DEFENSES. Each Subordinated Party hereby irrevocably
waives, in any proceeding by the holders of Senior Claims to enforce their
rights under this Agreement, any defense based on the adequacy of a remedy at
law which might be asserted as a bar to the remedy of specific performance of
this Agreement.

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


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

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

                                  ARTICLE VII
                             HOMER CITY OBLIGATIONS

     The provisions of this Agreement are intended solely for the purpose of
defining the relative rights and obligations of the Subordinated Parties and the
holders of Senior Claims. Nothing contained herein is intended to affect the
relative rights of the Subordinated Parties and creditors of Homer City other
than the holders of Senior Claims.

                                  ARTICLE VIII
                               OPINION OF COUNSEL

     Each Subordinated Party shall deliver to the Security Agent an opinion of
counsel in form and substance satisfactory to the Security Agent, as to the
enforceability of this Agreement against such Subordinated Party.

                                   ARTICLE IX
                  RIGHTS OF OWNER LESSOR AND OWNER PARTICIPANT

     Neither this Agreement not the provisions herein shall prevent the Owner
Participant or the Owner Lessor, as the case may be, from exercising its Section
9.1 Rights, other than the rights to demand and receive payments on account of
Subordinated Claims.


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                                    ARTICLE X
                                   TERMINATION

     This Agreement shall terminate when all Senior Leveraged Lease Obligations
with respect to the Initial Lessor Notes shall have been paid in full.

                                   ARTICLE XI
                            MISCELLANEOUS PROVISIONS

     Section 11.1 WAIVERS, AMENDMENTS.

          (a) The provisions of this Agreement may from time to time be amended,
modified or waived, if such amendment, modification or waiver is in writing and
consented to by the Security Agent, the Owner Manager and each other party
hereto except that such consent of the Security Agent will be required only if
such amendment, modification or waiver increases the obligations of the Security
Agent hereunder or adversely affects the rights of the Security Agent hereunder.

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

     Section 11.2 NOTICES. All notices and other communications provided to any
party hereto under this Agreement shall be in writing or by facsimile and
addressed, delivered or transmitted to such party at its address or facsimile
number set forth below or at such other address or facsimile number as may be
designated by such party in a written notice to the other parties:


Owner Lessor:

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Owner Participant:




                                    WITH A COPY TO:



Security Agent:



Homer City:



Any notice, if mailed and properly addressed with postage prepaid shall be
effective five (5) Business Days after being sent or if properly addressed and
sent by pre-paid courier service, shall be deemed given when received; any
notice, if transmitted by facsimile, shall be deemed given when transmitted (if
confirmed).

     Section 11.3 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in
any other jurisdiction.

     Section 11.4 HEADINGS. The various headings of this Agreement are
inserted for convenience only and shall not affect the meaning or
interpretation of this Agreement or any provisions hereof or thereof.

     Section 11.5 EXECUTION IN COUNTERPARTS, EFFECTIVENESS. This Agreement
may be executed by the parties hereto in several counterparts, each of which
shall be deemed to be an original and all of which shall constitute together
but one and the same agreement.

     Section 11.6 GOVERNING LAW; ENTIRE AGREEMENT. THIS AGREEMENT SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER

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AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. This Agreement constitutes
the entire understanding among the parties hereto with respect to the subject
matter hereof and supersede any prior agreements, written or oral, with respect
thereto.

     SECTION 11.7 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and shall inure to the benefit of the parties hereto and their respective
successors and assigns.

     Section 11.8 FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS
AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH
PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF
THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION
AS SET FORTH ABOVE AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH PARTY HERETO
FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL,
POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH
COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY PARTY HERETO HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF
OR ITS PROPERTY, SUCH PARTY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

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     Section 11.9 WAIVER OF JURY TRIAL. EACH PARTY HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR
IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY
HERETO. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT HAS RECEIVED FULL AND
SUFFICIENT CONSIDERATION FOR THIS PROVISION AND THAT THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE OTHER PARTIES ENTERING INTO THIS AGREEMENT.

     Section 11.10 LIMITATIONS OF LIABILITY OF [TRUSTEE]. It is expressly
understood and agreed by the parties hereto that this Agreement is executed by
______ Trust Company, not individually or personally, but solely as Trustee
under the Trust Agreement in the exercise of the power and authority conferred
and vested in it as such Trustee, that each and all of the representations,
undertakings and agreements herein made on the part of the Trustee or the Owner
Lessor are intended not as personal representations, undertakings and agreements
by ________ Trust Company, or for the purpose or with the intention of binding
_______ Trust Company, personally, but are made and intended for the purpose of
binding only the Trust Estate, that nothing herein contained shall be construed
as creating any liability of __________ Trust Company, or any incorporator or
any past, present or future subscriber to the capital stock of, or stockholder,
officer or director of _______ Trust Company, to perform any covenant either
express or implied contained herein or in the other Operative Documents to which
the Trustee or the Owner Lessor is a party, and that so far as _______ Trust
Company is concerned, any Person shall look solely to the Trust Estate for the
performance of any obligation hereunder or thereunder or under any of the
instruments referred to herein or therein; PROVIDED, that nothing contained in
this SECTION shall be construed to limit in scope or substance any general
corporate liability of _______ Trust Company as expressly provided in the Trust
Agreement or in the Participation Agreement.


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     WITNESS WHEREOF, the parties hereto have caused this Subordination
Agreement to be executed by their respective officers as of the days and year
first above written.

                             [GE LLC]


                             By:
                                -----------------------------------------
                                Name:
                                Title:

                            [GE CAPITAL OWNER PARTICIPANT]

                             By:



                             By:
                                -----------------------------------------
                                Name:
                                Title:

                             [UNITED STATES TRUST COMPANY OF NEW
                             YORK], not in its individual
                             capacity, except to the extent
                             provided herein, but solely as
                             Security Agent under the Lease
                             Indenture

                             By:
                                -----------------------------------------
                                Name:
                                Title:
                                Date: