EXECUTION COPY - Edison International

agents, attorneys and counsel, and any reasonable expenses and liabilities incurred, and allreasonable advances made, by the Trustee and each predecessor Trustee, except as a result of itsgross negligence or bad faith.Until such demand is made by the Trustee, the Company may pay the principal of andpremium and interest on the Notes to the registered Holders, whether or not the Notes areoverdue.In case the Company shall fail forthwith to pay such amounts upon such demand, theTrustee, in its own name and as trustee of an express trust, shall be entitled and empowered toinstitute any action or proceeding at law or in equity for the collection of the sums so due andunpaid, and may prosecute any such action or proceedings to judgment or final decree, and mayenforce any such judgment or final decree against the Company or other obligor upon the Notesand collect in the manner provided by law out of the property of the Company or other obligorupon the Notes, wherever situated, the moneys adjudged or decreed to be payable.In case there shall be pending proceedings relative to the Company or any other obligorupon the Notes under Title 11 of the United States Code or any other applicable federal or statebankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee inbankruptcy or reorganization, liquidator, custodian, sequestrator or similar official shall havebeen appointed for or taken possession of the Company or its property or such other obligor, orin case of any other comparable judicial proceedings relative to the Company or other obligorupon the Notes, or to the creditors or property of the Company or such other obligor, the Trustee,irrespective of whether the principal of the Notes shall then be due and payable as thereinexpressed or by declaration or otherwise and irrespective or whether the Trustee shall have madeany demand pursuant to the provisions of this Section 4.2, shall be entitled and empowered, byintervention in such proceedings or otherwise:(a) to file and prove a claim or claims for the whole amount of principal, premiumand interest owing and unpaid in respect of the Notes, and to file such other papers or documentsas may be necessary or advisable in order to have the claims of the Trustee (including any claimfor reasonable compensation to the Trustee and each predecessor Trustee, and their respectiveagents, attorneys and counsel, and for reimbursement of all reasonable expenses and liabilitiesincurred, and all reasonable advances made, by the Trustee and each predecessor Trustee, exceptas a result of gross negligence or bad faith) and of the Noteholders, allowed in any judicialproceedings relative to the Company or other obligor upon the Notes, or to the creditors orproperty of the Company or such other obligor;(b) unless prohibited by applicable law and regulations, to vote on behalf of theHolders of the Notes in any election of a trustee or a standby trustee in arrangement,reorganization, liquidation or other bankruptcy or insolvency proceedings or person performingsimilar functions in comparable proceedings; and(c) to collect and receive any moneys or other property payable or deliverable on anysuch claims, and to distribute all amounts received with respect to the claims of the Noteholdersand of the Trustee on their behalf; and any trustee, receiver, or liquidator, custodian or othersimilar official is hereby authorized by each of the Noteholders to make payments to the Trustee,34