EXECUTION COPY - Edison International

easonably require of the names and addresses of the Holders of Notes and the Company shallotherwise comply with TIA § 312(a).Section 2.7Transfer and Exchange.(a) Transfer and Exchange of Global Notes. A Global Note may not be transferredexcept as a whole except by the Depositary to a nominee of the Depositary, by a nominee of theDepositary to the Depositary or to another nominee of the Depositary, or by the Depositary orany such nominee to a successor Depositary or a nominee of such successor Depositary. AllGlobal Notes will be exchanged by the Company for Definitive Notes if (i) the Companydelivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to actas Depositary for any of the Global Notes or that it is no longer a clearing agency registeredunder the Exchange Act and, in either case, a successor Depositary is not appointed by theCompany within 120 days after the date of such notice from the Depositary, (ii) there shall haveoccurred and be continuing a Default or Event of Default with respect to the applicable Notesand beneficial owners holding interests representing an aggregate principal amount of at least51% of such Notes represented by Global Notes advise the Trustee in writing that thecontinuation of a book-entry system through the Depositary is no longer in such owners' bestinterests or (iii) the Company executes and delivers to the Trustee an order that the Global Noteswill be so exchangeable. Upon the occurrence of any of the preceding events in clauses (i), (ii)or (iii) above, Definitive Notes shall be issued in such names as the Depositary shall instruct theTrustee in writing. Global Notes also may be exchanged or replaced, in whole or in part, asprovided in Sections 2.8 and 2.10 hereof. Every Note authenticated and delivered in exchangefor, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.7 or Section 2.8or 2.10 hereof shall be authenticated and delivered in the form of, and shall be, a Global Note,except as otherwise provided herein. A Global Note may not be exchanged for another Noteother than as provided in this Section 2.7(a); however, beneficial interests in a Global Note maybe transferred and exchanged as provided in Section 2.7(b), (c) or (f) hereof.(b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transferand exchange of beneficial interests in the Global Notes shall be effected through the Depositary,in accordance with the provisions of this Indenture and the Applicable Procedures. Beneficialinterests in the Restricted Global Notes shall be subject to restrictions on transfer comparable tothose set forth herein to the extent required by the Securities Act. Transfers of beneficialinterests in the Global Notes also shall require compliance with either subparagraph (i) or (ii)below, as applicable, as well as one or more of the other following subparagraphs, as applicable:(i) Transfer of Beneficial Interests in the Same Global Note. Beneficialinterests in any Restricted Global Note may be transferred to Persons who take deliverythereof in the form of a beneficial interest in the same Restricted Global Note inaccordance with the transfer restrictions set forth in the Private Placement Legend;provided, however, that prior to the expiration of the Restricted Period, transfers ofbeneficial interests in the Regulation S Global Note may not be made to a U.S. Person orfor the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficialinterests in any Unrestricted Global Note may be transferred to Persons who take deliverythereof in the form of a beneficial interest in an Unrestricted Global Note. No written14