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EXECUTION COPY - Edison International

EXECUTION COPY - Edison International

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assets of a partnership, joint venture or similar entity of which the Company or any of itsSubsidiaries or Affiliates is a participant, or which is secured by a lien on the property or assetsowned or held by such entity, without further recourse to or liability of the Company, or (ii) theprincipal of, and interest on, which, when added to the principal of and interest on all other suchIndebtedness (exclusive of Indebtedness under clause (i) above), does not exceed $20,000,000;or(d) failure on the part of the Company duly to observe or perform any other of thecovenants or agreements on the part of the Company in the Notes or in this Indenture and suchfailure continues for a period of 90 days after the date on which written notice specifying suchfailure, stating that such notice is a "Notice of Default" hereunder and demanding that theCompany remedy the same, shall have been given to the Company by the Trustee, or to theCompany and the Trustee by the Holders of at least 25% in aggregate principal amount of theNotes at the time Outstanding; or(e) one or more final, nonappealable judgments, decrees or orders of any court,tribunal, arbitrator, administrative or other governmental body or similar entity for the paymentof money shall be rendered against the Company or any of its properties in an aggregate amountin excess of $20,000,000 (excluding the amount thereof covered by insurance) and suchjudgment, decree or order shall remain unvacated, undischarged and unstayed for more than 90days, except while being contested in good faith by appropriate proceedings; or(f) a court having jurisdiction in the premises shall enter a decree or order for reliefin respect of the Company in an involuntary case or proceeding under any applicable bankruptcy,insolvency, reorganization or other similar law now or hereafter in effect, or a decree or orderadjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seekingreorganization, arrangement, adjustment, or composition of or in respect of the Company underany applicable federal or state law, or appointing a receiver, liquidator, assignee, custodian,trustee, sequestrator or similar official of the Company or for any substantial part of its propertyor ordering the winding up or liquidation of its affairs, shall have been entered, and such decreeor order shall remain unstayed and in effect for a period of 90 consecutive days; or(g) the Company shall commence a voluntary case or proceeding under anyapplicable federal or state bankruptcy, insolvency, reorganization or other similar law now orhereafter in effect or of any other case or proceeding to be adjudicated a bankrupt or insolvent, orconsent to the entry of a decree or order for relief in an involuntary case or proceeding under anysuch law, or to the commencement of any bankruptcy or insolvency case or proceeding againstthe Company, or the filing by the Company of a petition or answer or consent seekingreorganization or relief under any such applicable federal or state law, or the consent by theCompany to the filing of such petition or to the appointment of or the taking possession by acustodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of theCompany or of any substantial part of its property, or the making by the Company of anassignment for the benefit of creditors, or the taking of action by the Company in furtherance ofany such action;then and in each and every such case (other than an Event of Default with respect to theCompany specified in Section 4.1(f) or 4.1(g) hereof), unless the principal amount of all of the32

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