EXECUTION COPY - Edison International

and, in the event that the Trustee shall consent to the making of payments directly to theNoteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonablecompensation to the Trustee, each predecessor Trustee and their respective agents, attorneys andcounsel, and all other reasonable expenses and liabilities incurred, and all reasonable advancesmade, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith.Nothing herein contained shall be deemed to authorize the Trustee to authorize or consentto or vote for or accept or adopt on behalf of any Noteholders any plan or reorganization,arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof,or to authorize the Trustee to vote in respect of the claim of any Noteholder in any suchproceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similarperson.All rights of action and of asserting claims under this Indenture, or under any of theNotes, may be enforced by the Trustee without the possession of any of the Notes or theproduction thereof at any trial or other proceeding relative thereto, and any such action orproceeding instituted by the Trustee shall be brought in its own name as trustee of an expresstrust, and any recovery of judgment, subject to the payment of the expenses, disbursements andcompensation of the Trustee, each predecessor Trustee and their respective agents and attorneys,shall be for the ratable benefit of the Holders of the Notes.In any proceedings brought by the Trustee (and also any proceedings involving theinterpretation of any provision of this Indenture to which the Trustee shall be a party), theTrustee shall be held to represent all the Holders of the Notes, and it shall not be necessary tomake any Holders of the Notes parties to any such proceedings.Section 4.3Application of Proceeds.Any moneys collected by the Trustee pursuant to this Article shall be applied in thefollowing order at the date or dates fixed by the Trustee and, in case of the distribution of suchmoneys on account of principal or interest, upon presentation of the several Notes and stamping(or otherwise noting) thereon the payment, or issuing Notes in reduced principal amounts inexchange for the presented Notes if only partially paid, or upon surrender thereof if fully paid:FIRST: To the payment of costs and expenses, including reasonable compensation to theTrustee and each predecessor Trustee and their respective agents and attorneys and of allreasonable expenses and liabilities incurred, and all reasonable advances made, by the Trusteeand each predecessor Trustee, except as a result of gross negligence or bad faith, and all otheramounts due under Section 5.6 hereof;SECOND: In case the principal and premium, if any, of the Notes shall not have becomeand be then due and payable, to the payment of interest in default in the order of the maturity ofthe installments of such interest, with interest (to the extent that such interest has been collectedby the Trustee) upon the overdue installments of interest payable at the rate of interest specifiedin the Notes, such payments to be made ratably to the persons entitled thereto, withoutdiscrimination or preference;35