EXECUTION COPY - Edison International

the Trustee, the Company and the Holders of Notes shall thereafter be determined, exercised andenforced hereunder subject in all respects to such modifications and amendments, and all theterms and conditions of any such supplemental indenture shall be and be deemed to be part of theterms and conditions of this Indenture for any and all purposes.Section 7.4Documents to Be Given to Trustee.The Trustee, subject to the provisions of Section 5.1 and Section 5.2 hereof, shall receivean Officers' Certificate and an Opinion of Counsel as conclusive evidence that any suchsupplemental indenture complies with the applicable provisions of this Indenture and that allconditions precedent to the execution of such supplemental indenture have been met.Section 7.5Notation of Notes in Respect of Supplemental Indentures.Notes authenticated and delivered after the execution of any supplemental indenturepursuant to the provisions of this Article 7 may bear a notation in form approved by the Trusteeas to any matters provided for by such supplemental indenture or as to any action taken at anysuch meeting as the Company shall so determine, and new Notes so modified as to conform, inthe opinion of the Trustee and the Board of Directors, to any modification of this Indenturecontained in any such supplemental indenture may be prepared by the Company, authenticatedby the Trustee and delivered in exchange for the Notes then Outstanding, which Notes soexchanged shall be canceled by the Trustee.ARTICLE 8.MERGER, CONSOLIDATION, SALE, LEASE OR CONVEYANCESection 8.1Covenant Not to Merge, Consolidate, Sell, Lease or Transfer Assets Except UnderCertain Conditions.(a) The Company shall not merge or consolidate with or into any other person and theCompany shall not sell, lease or convey all or substantially all of its assets to any person, unless(1) the Company is the continuing corporation, or the successor corporation or the person thatacquires all or substantially all of the Company's assets is a corporation organized and existingunder the laws of the United States or a State thereof or the District of Columbia and expresslyassumes all the Company's obligations under the Notes and this Indenture, (2) immediately aftersuch merger, consolidation, sale, lease or conveyance, there is no Default or Event of Defaulthereunder, (3) if, as a result of the merger, consolidation, sale, lease or conveyance, any or all ofthe Company's property would become the subject of a lien that would not be permitted by thisIndenture, the Company secures the Notes equally and ratably with the obligations secured bythat lien and (4) the Company delivers or causes to be delivered to the Trustee an Officers'Certificate and Opinion of Counsel each stating that the merger, consolidation, sale, lease orconveyance comply with this Indenture.(b) Except for the sale of the properties and assets of the Company substantially as anentirety pursuant to subsection (a) above, and other than assets required to be sold to conformwith governmental regulations, the Company shall not sell or otherwise dispose of any assets(other than short-term, readily marketable investments purchased for cash management purposes49