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EXECUTION COPY - Edison International

EXECUTION COPY - Edison International

EXECUTION COPY - Edison International

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ARTICLE 6.CONCERNING THE NOTEHOLDERSSection 6.1Evidence of Action Taken by Noteholders.Any request, demand, authorization, direction, notice, consent, waiver or other actionprovided by this Indenture to be given or taken by Noteholders may be embodied in andevidenced by one or more instruments of substantially similar tenor signed by such Noteholders,in person or by agent duly appointed in writing, and, except as herein otherwise expresslyprovided, such action shall become effective when such instrument or instruments are receivedby the Trustee. Proof of execution of any instrument or of a writing appointing any such agentshall be sufficient for any purpose of this Indenture and (subject to Section 5.1 and Section 5.2hereof) conclusive in favor of the Trustee and the Company, if made in the manner provided inthis Article.Section 6.2Proof of Execution of Instruments and of Holding of Notes Record Date.Subject to Section 5.1 and Section 5.2 hereof, the execution of any instrument by aNoteholder or his agent or proxy may be provided in accordance with such reasonable rules andregulations as may be prescribed by the Trustee or in such manner as shall be satisfactory to theTrustee. The holding of Notes shall be as provided by the Notes Register or by a certificate ofthe Registrar thereof. The Company may set a record date for purposes of determining theidentity of Holders of Notes entitled to vote or consent to any action referred to in Section 6.1hereof, which record date may be set at any time or from time to time by written notice to theTrustee for any date or dates (in the case of any adjournment or resolicitation) not more than 60days nor less than five days prior to the proposed date of such vote or consent, and, thereafter,notwithstanding any other provisions hereof, only Holders of Notes of record on such record dateshall be entitled to so vote or give such consent or to withdraw such vote or consent.Section 6.3Holders to Be Treated as Owners.The Company, the Trustee and any agent of the Company or the Trustee may deem andtreat the Person in whose name any Note shall be registered upon the Notes Register as theabsolute owner of such Note (whether or not such Note shall be overdue and notwithstandingany notation of ownership or other writing thereon) for the purpose of receiving payment of oron account of the principal of, and premium, if any, on and, subject to the provisions of thisIndenture, interest on such Note and for all other purposes, and neither the Company nor theTrustee nor any agent of the Company or the Trustee shall be affected by any notice to thecontrary. All such payments so made to any such Person, or upon his order, shall be valid and tothe extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneyspayable upon any such Note.Section 6.4Notes Owned by Company Deemed Not Outstanding.In determining whether the Holders of the requisite aggregate principal amount of Noteshave concurred in any direction, consent or waiver under this Indenture, Notes that are owned bythe Company or any other obligor on the Notes or by any Person directly or indirectly controlling45

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