WRITTEN NOTICE TO THE OTHER PARTIES.
SECTION 6.03.
ASSIGNMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, EXCEPT AS PROVIDED IN SECTION 5.02, THIS AGREEMENT MAY NOT BE ASSIGNED
BY THE SELLER.
SECTION 6.04.
LIMITATIONS ON RIGHTS OF OTHERS.
THE PROVISIONS OF THIS
AGREEMENT ARE SOLELY FOR THE BENEFIT OF THE SELLER, THE ISSUER, THE TRUSTEE AND
THE BONDHOLDERS, AND NOTHING IN THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED,
SHALL BE CONSTRUED TO GIVE TO ANY OTHER PERSON ANY LEGAL OR EQUITABLE RIGHT,
REMEDY OR CLAIM UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY COVENANTS,
CONDITIONS OR PROVISIONS CONTAINED HEREIN.
SECTION 6.05.
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT THAT IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS HEREOF, AND ANY SUCH PROHIBITION OR
UNENFORCEABILITY IN ANY JURISDICTION SHALL NOT INVALIDATE OR RENDER
UNENFORCEABLE SUCH PROVISION IN ANY OTHER JURISDICTION.
SECTION 6.06.
SEPARATE COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED BY THE
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PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND
DELIVERED SHALL BE AN ORIGINAL, BUT ALL SUCH COUNTERPARTS SHALL TOGETHER
CONSTITUTE BUT ONE AND THE SAME INSTRUMENT.
SECTION 6.07.
HEADINGS.
THE HEADINGS OF THE VARIOUS ARTICLES AND SECTIONS
HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT DEFINE OR LIMIT ANY
OF THE TERMS OR PROVISIONS HEREOF.
SECTION 6.08.
GOVERNING LAW.
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 6.09.
ASSIGNMENT TO TRUSTEE.
THE SELLER HEREBY ACKNOWLEDGES AND
CONSENTS TO THE GRANT OF A SECURITY INTEREST BY THE ISSUER TO THE TRUSTEE
PURSUANT TO THE INDENTURE OF ALL RIGHT, TITLE AND INTEREST OF THE ISSUER IN, TO
AND UNDER THE RECOVERY PROPERTY AND THE PROCEEDS THEREOF AND ALL OF THE ISSUER'S
RIGHTS AND OBLIGATIONS HEREUNDER.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers as of the date first above written.
PG&E ENERGY RECOVERY FUNDING LLC,
Issuer,
By:
/s/ Nicholas M. Bijur
Name:
Nicholas M. Bijur
Title:
Treasurer
PACIFIC GAS AND ELECTRIC COMPANY,
Seller,
By:
/s/ Christopher P. Johns
Name:
Christopher P. Johns
Title:
Senior Vice President, Chief Financial
Officer and Treasurer
[Signature page to Recovery Property Purchase and Sale Agreement]