EXECUTION COPY - Edison International

a certificate from such holder in the form of Exhibit B hereto, includingthe certifications in item (4) thereof;and, in each such case set forth in this subparagraph (D), if the Company sorequests or if the Applicable Procedures so require, an Opinion of Counsel inform reasonably acceptable to the Company to the effect that such exchange ortransfer is in compliance with the Securities Act and that the restrictions ontransfer contained herein and in the Private Placement Legend are no longerrequired in order to maintain compliance with the Securities Act.(iii) Beneficial Interests in Unrestricted Global Notes to UnrestrictedDefinitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note of aseries proposes to exchange such beneficial interest for a Definitive Note of such series orto transfer such beneficial interest to a Person who takes delivery thereof in the form of aDefinitive Note of such series, then, upon satisfaction of the conditions set forth inSection 2.7(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of theUnrestricted Global Note of such series to be reduced accordingly pursuant to Section2.7(h) hereof, and the Company shall execute and the Trustee shall authenticate anddeliver to the Person designated in the instructions a Definitive Note of such series in theappropriate principal amount. Any Definitive Note issued in exchange for a beneficialinterest pursuant to this Section 2.7(c)(iii) shall be registered in such name or names andin such authorized denomination or denominations as the holder of such beneficialinterest requests through instructions to the Registrar from or through the Depositary andthe Participant or Indirect Participant. The Trustee shall deliver such Definitive Notes tothe Persons in whose names such Notes are so registered. Any Definitive Note issued inexchange for a beneficial interest pursuant to this Section 2.7(c)(iii) shall not bear thePrivate Placement Legend.Notes.(d)Transfer and Exchange of Definitive Notes for Beneficial Interests in Global(i) Restricted Definitive Notes to Beneficial Interests in Restricted GlobalNotes. If any Holder of a Restricted Definitive Note of a series proposes to exchangesuch Note for a beneficial interest in a Restricted Global Note of such series or to transfersuch Restricted Definitive Note to a Person who takes delivery thereof in the form of abeneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of thefollowing documentation:(A) if the Holder of such Restricted Definitive Note proposes toexchange such Note for a beneficial interest in a Restricted Global Note, acertificate from such Holder in the form of Exhibit C hereto, including thecertifications in item (2)(b) thereof;(B) if such Restricted Definitive Note is being transferred to a QIB inaccordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto,including the certifications in item (1) thereof;19