Common use of Payments of Interest Clause in Contracts

Payments of Interest. on this Tranche [ - ] Recovery Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by wire transfer to an account maintained by the Person whose name appears as the Registered Holder of this Tranche [ - ] Recovery Bond (or one or more Predecessor Recovery Bonds) on the Recovery Bond Register as of the close of business on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that if this Tranche [ - ] Recovery Bond is held in Book-Entry Form, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Recovery Bond evidencing this Tranche [ - ] Recovery Bond unless and until such Global Recovery Bond is exchanged for Definitive Recovery Bonds (in which event payments shall be made as provided above), and except for the final installment of principal and premium, if any, payable with respect to this Tranche [ - ] Recovery Bond on a Payment Date which shall be payable as provided below. Any reduction in the principal amount of this Tranche [ - ] Recovery Bond (or any one or more Predecessor Recovery Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche [ - ] Recovery Bond and of any Recovery Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Recovery Bond on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Recovery Bond and shall specify the place where this Tranche [ - ] Recovery Bond may be presented and surrendered for payment of such installment. The Issuer shall pay interest on overdue installments of interest at the Recovery Bond Interest Rate to the extent lawful. This Recovery Bond is a “recovery bond” as such term is defined in the Wildfire Financing Law. Principal and interest due and payable on this Recovery Bond are payable from and secured primarily by Recovery Property created and established by the Financing Order obtained from the Public Utilities Commission of California pursuant to the Wildfire Financing Law. Recovery Property consists of the rights and interests of the Seller in the Financing Order, including the right to impose, collect and recover certain charges (defined in the Wildfire Financing Law as “fixed recovery charges” to be included in regular electric utility bills of existing and future electric service Consumers within the service territory of PG&E or its successors or assigns, as more fully described in the Financing Order. The Wildfire Financing Law provides that: “The State of California does hereby pledge and agree with the electrical corporation, owners of recovery property, financing entities, and holders of recovery bonds that the state shall neither limit nor alter, except as otherwise provided with respect to the true-up adjustment of the fixed recovery charges pursuant to subdivision (g) of Section 850.1, the fixed recovery charges, any associated fixed recovery tax amounts, recovery property, financing orders, or any rights under a financing order until the recovery bonds, together with the interest on the recovery bonds and associated financing costs, are fully paid and discharged, and any associated fixed recovery tax amounts have been satisfied or, in the alternative, have been refinanced through an additional issue of recovery bonds, provided that nothing contained in this section shall preclude the limitation or alteration if and when adequate provision shall be made by law for the protection of the electrical corporation and of owners and holders of the recovery bonds. The financing entity is authorized to include this pledge and undertaking for the state in these recovery bonds.” The Wildfire Financing Law further provides that: “Neither the full faith and credit nor the taxing power of the State of California is pledged to the payment of the principal of, or interest on, this bond. The issuance of recovery bonds under this article [of the Wildfire Financing Law] shall not directly, indirectly, or contingently obligate the state or any political subdivision thereof to levy or to pledge any form of taxation therefor or to make any appropriation for their payment.” The Issuer and PG&E hereby acknowledge that the purchase of this Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.

Payments of Interest. on this Tranche [ - ] Recovery Bond Class A-1 Note due and payable on each Payment Date, together with the installment of principal or premiumprincipal, if any, to the extent not in full payment of this Note, shall be made by wire transfer check mailed to an account maintained by the Person whose name appears as the Registered Holder of this Tranche [ - ] Recovery Bond (or one or more Predecessor Recovery Bonds) Note on the Recovery Bond Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date or in such other manner as may be provided in the Indenture or name of the Series Supplementnominee of the Depository Agency (initially, except that if this Tranche [ - ] Recovery Bond is held in Book-Entry Formsuch nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Holder Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Global Recovery Bond evidencing Record Date without requiring that this Tranche [ - ] Recovery Bond unless and until such Global Recovery Bond is exchanged Note be submitted for Definitive Recovery Bonds (in which event payments shall be made as provided above), and except for the final installment notation of principal and premium, if any, payable with respect to this Tranche [ - ] Recovery Bond on a Payment Date which shall be payable as provided belowpayment. Any reduction in the principal amount of this Tranche [ - ] Recovery Bond (or any one or more Predecessor Recovery Bonds) Note effected by any payments made on any Payment Date shall be binding upon all future Holders holders of this Tranche [ - ] Recovery Bond Note and of any Recovery Bond Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Recovery Bond Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days mailed or transmitted by facsimile prior to such final Payment Date Date, and the amount then due and payable shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Recovery Bond Note at the address specified in such notice of final payment. As provided in the Indenture and shall specify subject to certain limitations set forth therein, the place where transfer of this Tranche [ - ] Recovery Bond Note may be presented registered on the Note Register upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the holder hereof or such holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institu- tion" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and surrendered thereupon one or more new Notes in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of this Note. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Administrator, the Seller, the Servicer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such installmentPerson may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such holder or Beneficial Owner of a Note will not at any time institute against the Seller, the Administrator, the Servicer or the Issuer, or join in any institu- tion against the Seller, the Administrator, the Servicer or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. The Issuer shall pay has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer. Each holder of a Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance of a beneficial interest on overdue installments in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of interest at the Recovery Bond Interest Rate Issuer. Prior to the extent lawful. This Recovery Bond is a “recovery bond” due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such term is defined other date as may be specified in the Wildfire Financing Law. Principal Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and interest due and payable on this Recovery Bond are payable from and secured primarily none of the Issuer, the Indenture Trustee or any such agent shall be affected by Recovery Property created and established by the Financing Order obtained from the Public Utilities Commission of California pursuant notice to the Wildfire Financing Lawcontrary. Recovery Property consists The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and interests obligations of the Seller in Issuer and the Financing Order, including the right to impose, collect and recover certain charges (defined in the Wildfire Financing Law as “fixed recovery charges” to be included in regular electric utility bills of existing and future electric service Consumers within the service territory of PG&E or its successors or assigns, as more fully described in the Financing Order. The Wildfire Financing Law provides that: “The State of California does hereby pledge and agree with the electrical corporation, owners of recovery property, financing entities, and holders of recovery bonds that the state shall neither limit nor alter, except as otherwise provided with respect to the true-up adjustment rights of the fixed recovery charges pursuant to subdivision (g) of Section 850.1, the fixed recovery charges, any associated fixed recovery tax amounts, recovery property, financing orders, or any rights under a financing order until the recovery bonds, together with the interest on the recovery bonds and associated financing costs, are fully paid and discharged, and any associated fixed recovery tax amounts have been satisfied or, in the alternative, have been refinanced through an additional issue of recovery bonds, provided that nothing contained in this section shall preclude the limitation or alteration if and when adequate provision shall be made by law for the protection of the electrical corporation and of owners and holders of the recovery bondsNotes under the Indenture at any time by the Issuer with the consent of the holders of Notes representing a majority of the Security Balances of all Notes at the time Outstanding. The financing entity is authorized to include this pledge and undertaking for Indenture also contains provisions permitting the state in these recovery bonds.” The Wildfire Financing Law further provides that: “Neither the full faith and credit nor the taxing power holders of Notes representing specified percentages of the State Security Balances of California is pledged to the payment all Notes, on behalf of the principal ofholders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequenc- es. Any such consent or interest on, waiver by the holder of this bondNote shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The issuance Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of recovery bonds under this article [holders of the Wildfire Financing Law] shall not directly, indirectly, or contingently obligate the state or any political subdivision thereof to levy or to pledge any form of taxation therefor or to make any appropriation for their paymentNotes issued thereunder.” The Issuer and PG&E hereby acknowledge that the purchase of this Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.

Payments of Interest. on this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond due and payable on each Payment Date, together with the installment of principal or premium, if any, shall be made by wire transfer to an account maintained by the Person whose name appears as the Registered Holder of this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond (or one or more Predecessor Recovery Securitized Utility Tariff Bonds) on the Recovery Securitized Utility Tariff Bond Register as of the close of business on the Record Date or in such other manner as may be provided in the Indenture or the Series Supplement, except that if this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond is held in Book-Entry Form, payments will be made by wire transfer in immediately available funds to the account designated by the Holder of the applicable Global Recovery Securitized Utility Tariff Bond evidencing this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond unless and until such Global Recovery Securitized Utility Tariff Bond is exchanged for Definitive Recovery Securitized Utility Tariff Bonds (in which event payments shall be made as provided above), and except for the final installment of principal and premium, if any, payable with respect to this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond on a Payment Date which shall be payable as provided below. Any reduction in the principal amount of this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond (or any one or more Predecessor Recovery Securitized Utility Tariff Bonds) effected by any payments made on any Payment Date shall be binding upon all future Holders of this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond and of any Recovery Securitized Utility Tariff Bond issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days prior to such final Payment Date and shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond and shall specify the place where this Tranche [ - ] Recovery A-1 Securitized Utility Tariff Bond may be presented and surrendered for payment of such installment. The Issuer shall pay interest on overdue installments of interest at the Recovery Securitized Utility Tariff Bond Interest Rate to the extent lawful. This Recovery Securitized Utility Tariff Bond is a “recovery securitized utility tariff bond” as such term is defined in the Wildfire Financing Securitization Law. Principal and interest due and payable on this Recovery Securitized Utility Tariff Bond are payable from and secured primarily by Recovery Securitized Utility Tariff Property created and established by the Financing Order obtained from the Missouri Public Utilities Service Commission of California pursuant to the Wildfire Financing Securitization Law. Recovery Securitized Utility Tariff Property consists of the rights and interests of the Seller in the Financing Order, including the right to impose, bill, charge, collect and recover receive certain charges (defined in the Wildfire Financing Securitization Law as “fixed recovery securitized utility tariff charges” to be included in regular electric utility bills of existing and future electric service Consumers within the service territory of PG&E Ameren Missouri or its successors or assigns, as more fully described authorized under the Financing Order and to obtain periodic adjustments to such “securitized utility tariff charges rider” as provided in the Financing Order. The Wildfire Financing Law provides that: “The State of California does hereby state and its agencies, including the [MoPSC], pledge and agree with [Holders], the electrical corporation, owners of recovery property, financing entitiesthe [S]ecuritized [U]tility [T]ariff [P]roperty, and holders of recovery bonds other financing parties that the state shall neither limit nor alter, except as otherwise provided with respect to the true-up adjustment and its agencies will not take any action listed in [Section 393.1700.11 of the fixed recovery charges pursuant to subdivision (g) Securitization Law]. [Section 393.1700.11 of Section 850.1, the fixed recovery charges, any associated fixed recovery tax amounts, recovery property, financing orders, or any rights under a financing order until the recovery bonds, together with the interest on the recovery bonds and associated financing costs, are fully paid and discharged, and any associated fixed recovery tax amounts have been satisfied or, in the alternative, have been refinanced through an additional issue of recovery bonds, provided that nothing contained in this section shall Securitization Law] does not preclude the limitation or alteration if and when adequate provision shall be full compensation is made by law for the full protection of the [S]ecuritized [U]tility [T]ariff [C]xxxxxx [R]ider collected pursuant to [the Financing Order] and of the [Holders] and any assignee or financing party entering into a contract with [Ameren Missouri]. The prohibited actions are as follows: (a) alter the provisions of [Section 393.1700.11 of the Securitization Law], which authorize the commission to create an irrevocable contract right or chose in action by the issuance of a financing order, to create the [S]ecuritized [U]tility [T]ariff [P]roperty, and make the [S]ecuritized [U]tility [T]ariff [C]xxxxxx [R]ider imposed by a financing order irrevocable, binding, or nonbypassable charges for all existing and future retail customers of the electrical corporation except its existing special contract customers; (b) take or permit any action that impairs or would impair the value of securitized utility tariff property or the security for the [S]ecuritized [U]tility [T]ariff [B]onds or revises the [S]ecuritized [U]tility [T]ariff [C]osts for which recovery is authorized; (c) in any way impair the rights and of owners and holders remedies of the recovery bonds. The [Holders], assignees, and other financing entity is parties; (d) except for changes made pursuant to the [True-Up Adjustment] authorized under [the Securitization Law], reduce, alter, or impair [S]ecuritized [U]tility [T]ariff [C]xxxxxx [R]ider that are to include this pledge be imposed, billed, charged, collected, and undertaking remitted for the state benefit of the [Holders] any assignee, and any other financing parties until any and all principal, interest, premium, financing costs and other fees, expenses, or charges incurred, and any contracts to be performed, in these recovery bondsconnection with the [Securitized Utility Tariff Bonds] have been paid and performed in full.” The Wildfire Financing Securitization Law further provides that: “Neither the full faith state nor its political subdivisions are liable on any securitized utility tariff bonds, and credit nor the taxing power bonds are not a debt or a general obligation of the State state or any of California is pledged to the payment its political subdivisions, agencies, or instrumentalities, nor are they special obligations or indebtedness of the principal ofstate or any agency or political subdivision. An issue of securitized utility tariff bonds does not, or interest on, this bond. The issuance of recovery bonds under this article [of the Wildfire Financing Law] shall not directly, indirectly, or contingently contingently, obligate the state or any agency, political subdivision thereof subdivision, or instrumentality of the state to levy any tax or to pledge any form of taxation therefor or to make any appropriation for payment of the securitized utility tariff bonds, other than in their paymentcapacity as consumers of electricity.” The Issuer and PG&E Ameren Missouri hereby acknowledge that the purchase of this Recovery Securitized Utility Tariff Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.

Payments of Interest. on this Tranche [ - ] Recovery Bond Class A-2 Note due and payable on each Payment Date, together with the installment of principal or premiumprincipal, if any, to the extent not in full payment of this Note, shall be made by wire transfer check mailed to an account maintained by the Person whose name appears as the Registered Holder of this Tranche [ - ] Recovery Bond (or one or more Predecessor Recovery Bonds) Note on the Recovery Bond Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date or in such other manner as may be provided in the Indenture or name of the Series Supplementnominee of the Depository Agency (initially, except that if this Tranche [ - ] Recovery Bond is held in Book-Entry Formsuch nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Holder Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Global Recovery Bond evidencing Record Date without requiring that this Tranche [ - ] Recovery Bond unless and until such Global Recovery Bond is exchanged Note be submitted for Definitive Recovery Bonds (in which event payments shall be made as provided above), and except for the final installment notation of principal and premium, if any, payable with respect to this Tranche [ - ] Recovery Bond on a Payment Date which shall be payable as provided belowpayment. Any reduction in the principal amount of this Tranche [ - ] Recovery Bond (or any one or more Predecessor Recovery Bonds) Note effected by any payments made on any Payment Date shall be binding upon all future Holders holders of this Tranche [ - ] Recovery Bond Note and of any Recovery Bond Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Recovery Bond Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days mailed or transmitted by facsimile prior to such final Payment Date Date, and the amount then due and payable shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Recovery Bond Note at the address specified in such notice of final payment. As provided in the Indenture and shall specify subject to certain limitations set forth therein, the place where transfer of this Tranche [ - ] Recovery Bond Note may be presented registered on the Note Register upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the holder hereof or such holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institu- tion" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and surrendered thereupon one or more new Notes in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of this Note. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Administrator, the Seller, the Servicer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such installmentPerson may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such holder or Beneficial Owner of a Note will not at any time institute against the Seller, the Administrator, the Servicer or the Issuer, or join in any institu- tion against the Seller, the Administrator, the Servicer or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. The Issuer shall pay has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer. Each holder of a Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance of a beneficial interest on overdue installments in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of interest at the Recovery Bond Interest Rate Issuer. Prior to the extent lawful. This Recovery Bond is a “recovery bond” due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such term is defined other date as may be specified in the Wildfire Financing Law. Principal Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and interest due and payable on this Recovery Bond are payable from and secured primarily none of the Issuer, the Indenture Trustee or any such agent shall be affected by Recovery Property created and established by the Financing Order obtained from the Public Utilities Commission of California pursuant notice to the Wildfire Financing Lawcontrary. Recovery Property consists The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and interests obligations of the Seller in Issuer and the Financing Order, including the right to impose, collect and recover certain charges (defined in the Wildfire Financing Law as “fixed recovery charges” to be included in regular electric utility bills of existing and future electric service Consumers within the service territory of PG&E or its successors or assigns, as more fully described in the Financing Order. The Wildfire Financing Law provides that: “The State of California does hereby pledge and agree with the electrical corporation, owners of recovery property, financing entities, and holders of recovery bonds that the state shall neither limit nor alter, except as otherwise provided with respect to the true-up adjustment rights of the fixed recovery charges pursuant to subdivision (g) of Section 850.1, the fixed recovery charges, any associated fixed recovery tax amounts, recovery property, financing orders, or any rights under a financing order until the recovery bonds, together with the interest on the recovery bonds and associated financing costs, are fully paid and discharged, and any associated fixed recovery tax amounts have been satisfied or, in the alternative, have been refinanced through an additional issue of recovery bonds, provided that nothing contained in this section shall preclude the limitation or alteration if and when adequate provision shall be made by law for the protection of the electrical corporation and of owners and holders of the recovery bondsNotes under the Indenture at any time by the Issuer with the consent of the holders of Notes representing a majority of the Security Balances of all Notes at the time Outstanding. The financing entity is authorized to include this pledge and undertaking for Indenture also contains provisions permitting the state in these recovery bonds.” The Wildfire Financing Law further provides that: “Neither the full faith and credit nor the taxing power holders of Notes representing specified percentages of the State Security Balances of California is pledged to the payment all Notes, on behalf of the principal ofholders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequenc- es. Any such consent or interest on, waiver by the holder of this bondNote shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The issuance Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of recovery bonds under this article [holders of the Wildfire Financing Law] shall not directly, indirectly, or contingently obligate the state or any political subdivision thereof to levy or to pledge any form of taxation therefor or to make any appropriation for their paymentNotes issued thereunder.” The Issuer and PG&E hereby acknowledge that the purchase of this Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.

Payments of Interest. on this Tranche [ - ] Recovery Bond Class A-3 Note due and payable on each Payment Date, together with the installment of principal or premiumprincipal, if any, to the extent not in full payment of this Note, shall be made by wire transfer check mailed to an account maintained by the Person whose name appears as the Registered Holder of this Tranche [ - ] Recovery Bond (or one or more Predecessor Recovery Bonds) Note on the Recovery Bond Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date or in such other manner as may be provided in the Indenture or name of the Series Supplementnominee of the Depository Agency (initially, except that if this Tranche [ - ] Recovery Bond is held in Book-Entry Formsuch nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Holder Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Global Recovery Bond evidencing Record Date without requiring that this Tranche [ - ] Recovery Bond unless and until such Global Recovery Bond is exchanged Note be submitted for Definitive Recovery Bonds (in which event payments shall be made as provided above), and except for the final installment notation of principal and premium, if any, payable with respect to this Tranche [ - ] Recovery Bond on a Payment Date which shall be payable as provided belowpayment. Any reduction in the principal amount of this Tranche [ - ] Recovery Bond (or any one or more Predecessor Recovery Bonds) Note effected by any payments made on any Payment Date shall be binding upon all future Holders holders of this Tranche [ - ] Recovery Bond Note and of any Recovery Bond Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Recovery Bond Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days mailed or transmitted by facsimile prior to such final Payment Date Date, and the amount then due and payable shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Recovery Bond Note at the address specified in such notice of final payment. As provided in the Indenture and shall specify subject to certain limitations set forth therein, the place where transfer of this Tranche [ - ] Recovery Bond Note may be presented registered on the Note Register upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the holder hereof or such holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and surrendered thereupon one or more new Notes in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of this Note. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Administrator, the Seller, the Servicer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such installmentPerson may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such holder or Beneficial Owner of a Note will not at any time institute against the Seller, the Administrator, the Servicer or the Issuer, or join in any institution against the Seller, the Administrator, the Servicer or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. The Issuer shall pay has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer. Each holder of a Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance of a beneficial interest on overdue installments in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of interest at the Recovery Bond Interest Rate Issuer. Prior to the extent lawful. This Recovery Bond is a “recovery bond” due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such term is defined other date as may be specified in the Wildfire Financing Law. Principal Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and interest due and payable on this Recovery Bond are payable from and secured primarily none of the Issuer, the Indenture Trustee or any such agent shall be affected by Recovery Property created and established by the Financing Order obtained from the Public Utilities Commission of California pursuant notice to the Wildfire Financing Lawcontrary. Recovery Property consists The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and interests obligations of the Seller in Issuer and the Financing Order, including the right to impose, collect and recover certain charges (defined in the Wildfire Financing Law as “fixed recovery charges” to be included in regular electric utility bills of existing and future electric service Consumers within the service territory of PG&E or its successors or assigns, as more fully described in the Financing Order. The Wildfire Financing Law provides that: “The State of California does hereby pledge and agree with the electrical corporation, owners of recovery property, financing entities, and holders of recovery bonds that the state shall neither limit nor alter, except as otherwise provided with respect to the true-up adjustment rights of the fixed recovery charges pursuant to subdivision (g) of Section 850.1, the fixed recovery charges, any associated fixed recovery tax amounts, recovery property, financing orders, or any rights under a financing order until the recovery bonds, together with the interest on the recovery bonds and associated financing costs, are fully paid and discharged, and any associated fixed recovery tax amounts have been satisfied or, in the alternative, have been refinanced through an additional issue of recovery bonds, provided that nothing contained in this section shall preclude the limitation or alteration if and when adequate provision shall be made by law for the protection of the electrical corporation and of owners and holders of the recovery bondsNotes under the Indenture at any time by the Issuer with the consent of the holders of Notes representing a majority of the Security Balances of all Notes at the time Outstanding. The financing entity is authorized to include this pledge and undertaking for Indenture also contains provisions permitting the state in these recovery bonds.” The Wildfire Financing Law further provides that: “Neither the full faith and credit nor the taxing power holders of Notes representing specified percentages of the State Security Balances of California is pledged to the payment all Notes, on behalf of the principal ofholders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or interest on, waiver by the holder of this bondNote shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The issuance Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of recovery bonds under this article [holders of the Wildfire Financing Law] shall not directly, indirectly, or contingently obligate the state or any political subdivision thereof to levy or to pledge any form of taxation therefor or to make any appropriation for their paymentNotes issued thereunder.” The Issuer and PG&E hereby acknowledge that the purchase of this Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.

Payments of Interest. on this Tranche [ - ] Recovery Bond Class A-2 Note due and payable on each Payment Date, together with the installment of principal or premiumprincipal, if any, to the extent not in full payment of this Note, shall be made by wire transfer check mailed to an account maintained by the Person whose name appears as the Registered Holder of this Tranche [ - ] Recovery Bond (or one or more Predecessor Recovery Bonds) Note on the Recovery Bond Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date or in such other manner as may be provided in the Indenture or name of the Series Supplementnominee of the Depository Agency (initially, except that if this Tranche [ - ] Recovery Bond is held in Book-Entry Formsuch nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Holder Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Global Recovery Bond evidencing Record Date without requiring that this Tranche [ - ] Recovery Bond unless and until such Global Recovery Bond is exchanged Note be submitted for Definitive Recovery Bonds (in which event payments shall be made as provided above), and except for the final installment notation of principal and premium, if any, payable with respect to this Tranche [ - ] Recovery Bond on a Payment Date which shall be payable as provided belowpayment. Any reduction in the principal amount of this Tranche [ - ] Recovery Bond (or any one or more Predecessor Recovery Bonds) Note effected by any payments made on any Payment Date shall be binding upon all future Holders holders of this Tranche [ - ] Recovery Bond Note and of any Recovery Bond Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Recovery Bond Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days mailed or transmitted by facsimile prior to such final Payment Date Date, and the amount then due and payable shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Recovery Bond Note at the address specified in such notice of final payment. As provided in the Indenture and shall specify subject to certain limitations set forth therein, the place where transfer of this Tranche [ - ] Recovery Bond Note may be presented registered on the Note Register upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the holder hereof or such holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and surrendered thereupon one or more new Notes in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of this Note. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Administrator, the Seller, the Servicer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such installmentPerson may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such holder or Beneficial Owner of a Note will not at any time institute against the Seller, the Administrator, the Servicer or the Issuer, or join in any institution against the Seller, the Administrator, the Servicer or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. The Issuer shall pay has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer. Each holder of a Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance of a beneficial interest on overdue installments in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of interest at the Recovery Bond Interest Rate Issuer. Prior to the extent lawful. This Recovery Bond is a “recovery bond” due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such term is defined other date as may be specified in the Wildfire Financing Law. Principal Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and interest due and payable on this Recovery Bond are payable from and secured primarily none of the Issuer, the Indenture Trustee or any such agent shall be affected by Recovery Property created and established by the Financing Order obtained from the Public Utilities Commission of California pursuant notice to the Wildfire Financing Lawcontrary. Recovery Property consists The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and interests obligations of the Seller in Issuer and the Financing Order, including the right to impose, collect and recover certain charges (defined in the Wildfire Financing Law as “fixed recovery charges” to be included in regular electric utility bills of existing and future electric service Consumers within the service territory of PG&E or its successors or assigns, as more fully described in the Financing Order. The Wildfire Financing Law provides that: “The State of California does hereby pledge and agree with the electrical corporation, owners of recovery property, financing entities, and holders of recovery bonds that the state shall neither limit nor alter, except as otherwise provided with respect to the true-up adjustment rights of the fixed recovery charges pursuant to subdivision (g) of Section 850.1, the fixed recovery charges, any associated fixed recovery tax amounts, recovery property, financing orders, or any rights under a financing order until the recovery bonds, together with the interest on the recovery bonds and associated financing costs, are fully paid and discharged, and any associated fixed recovery tax amounts have been satisfied or, in the alternative, have been refinanced through an additional issue of recovery bonds, provided that nothing contained in this section shall preclude the limitation or alteration if and when adequate provision shall be made by law for the protection of the electrical corporation and of owners and holders of the recovery bondsNotes under the Indenture at any time by the Issuer with the consent of the holders of Notes representing a majority of the Security Balances of all Notes at the time Outstanding. The financing entity is authorized to include this pledge and undertaking for Indenture also contains provisions permitting the state in these recovery bonds.” The Wildfire Financing Law further provides that: “Neither the full faith and credit nor the taxing power holders of Notes representing specified percentages of the State Security Balances of California is pledged to the payment all Notes, on behalf of the principal ofholders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or interest on, waiver by the holder of this bondNote shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The issuance Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of recovery bonds under this article [holders of the Wildfire Financing Law] shall not directly, indirectly, or contingently obligate the state or any political subdivision thereof to levy or to pledge any form of taxation therefor or to make any appropriation for their paymentNotes issued thereunder.” The Issuer and PG&E hereby acknowledge that the purchase of this Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.

Payments of Interest. on this Tranche [ - ] Recovery Bond Class A-3 Note due and payable on each Payment Date, together with the installment of principal or premiumprincipal, if any, to the extent not in full payment of this Note, shall be made by wire transfer check mailed to an account maintained by the Person whose name appears as the Registered Holder of this Tranche [ - ] Recovery Bond (or one or more Predecessor Recovery Bonds) Note on the Recovery Bond Note Register as of the close of business on each Record Date, except that with respect to Notes registered on the Record Date or in such other manner as may be provided in the Indenture or name of the Series Supplementnominee of the Depository Agency (initially, except that if this Tranche [ - ] Recovery Bond is held in Book-Entry Formsuch nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Holder Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Global Recovery Bond evidencing Record Date without requiring that this Tranche [ - ] Recovery Bond unless and until such Global Recovery Bond is exchanged Note be submitted for Definitive Recovery Bonds (in which event payments shall be made as provided above), and except for the final installment notation of principal and premium, if any, payable with respect to this Tranche [ - ] Recovery Bond on a Payment Date which shall be payable as provided belowpayment. Any reduction in the principal amount of this Tranche [ - ] Recovery Bond (or any one or more Predecessor Recovery Bonds) Note effected by any payments made on any Payment Date shall be binding upon all future Holders holders of this Tranche [ - ] Recovery Bond Note and of any Recovery Bond Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the then remaining unpaid principal amount of this Tranche [ - ] Recovery Bond Note on a Payment Date, then the Indenture Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date preceding such Payment Date by notice sent no later than five (5) days mailed or transmitted by facsimile prior to such final Payment Date Date, and the amount then due and payable shall specify that such final installment will be payable only upon presentation and surrender of this Tranche [ - ] Recovery Bond Note at the address specified in such notice of final payment. As provided in the Indenture and shall specify subject to certain limitations set forth therein, the place where transfer of this Tranche [ - ] Recovery Bond Note may be presented registered on the Note Register upon surrender of this Note for registration of transfer at the Corporate Trust Office, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Indenture Trustee duly executed by, the holder hereof or such holder's attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institu- tion" meeting the requirements of the Note Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended, and surrendered thereupon one or more new Notes in authorized denominations and in the same aggregate principal amount will be issued to the designated transferee or transferees. No service charge will be charged for any registration of transfer or exchange of this Note, but the Note Registrar shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any registration of transfer or exchange of this Note. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee, the Administrator, the Seller, the Servicer or the Indenture Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Indenture Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee, the Administrator or the Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in its individual capacity, except as any such installmentPerson may have expressly agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each holder or Beneficial Owner of a Note, by acceptance of a Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a Note, covenants and agrees by accepting the benefits of the Indenture that such holder or Beneficial Owner of a Note will not at any time institute against the Seller, the Administrator, the Servicer or the Issuer, or join in any institu- tion against the Seller, the Administrator, the Servicer or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the Basic Documents. The Issuer shall pay has entered into the Indenture and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer. Each holder of a Note, by acceptance of a Note (and each Beneficial Owner of a Note by acceptance of a beneficial interest on overdue installments in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of interest at the Recovery Bond Interest Rate Issuer. Prior to the extent lawful. This Recovery Bond is a “recovery bond” due presentment for registration of transfer of this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name this Note (as of the day of determination or as of such term is defined other date as may be specified in the Wildfire Financing Law. Principal Indenture) is registered as the owner hereof for all purposes, whether or not this Note be overdue, and interest due and payable on this Recovery Bond are payable from and secured primarily none of the Issuer, the Indenture Trustee or any such agent shall be affected by Recovery Property created and established by the Financing Order obtained from the Public Utilities Commission of California pursuant notice to the Wildfire Financing Lawcontrary. Recovery Property consists The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and interests obligations of the Seller in Issuer and the Financing Order, including the right to impose, collect and recover certain charges (defined in the Wildfire Financing Law as “fixed recovery charges” to be included in regular electric utility bills of existing and future electric service Consumers within the service territory of PG&E or its successors or assigns, as more fully described in the Financing Order. The Wildfire Financing Law provides that: “The State of California does hereby pledge and agree with the electrical corporation, owners of recovery property, financing entities, and holders of recovery bonds that the state shall neither limit nor alter, except as otherwise provided with respect to the true-up adjustment rights of the fixed recovery charges pursuant to subdivision (g) of Section 850.1, the fixed recovery charges, any associated fixed recovery tax amounts, recovery property, financing orders, or any rights under a financing order until the recovery bonds, together with the interest on the recovery bonds and associated financing costs, are fully paid and discharged, and any associated fixed recovery tax amounts have been satisfied or, in the alternative, have been refinanced through an additional issue of recovery bonds, provided that nothing contained in this section shall preclude the limitation or alteration if and when adequate provision shall be made by law for the protection of the electrical corporation and of owners and holders of the recovery bondsNotes under the Indenture at any time by the Issuer with the consent of the holders of Notes representing a majority of the Security Balances of all Notes at the time Outstanding. The financing entity is authorized to include this pledge and undertaking for Indenture also contains provisions permitting the state in these recovery bonds.” The Wildfire Financing Law further provides that: “Neither the full faith and credit nor the taxing power holders of Notes representing specified percentages of the State Security Balances of California is pledged to the payment all Notes, on behalf of the principal ofholders of all the Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequenc- es. Any such consent or interest on, waiver by the holder of this bondNote shall be conclusive and binding upon such holder and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The issuance Indenture also permits the Indenture Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of recovery bonds under this article [holders of the Wildfire Financing Law] shall not directly, indirectly, or contingently obligate the state or any political subdivision thereof to levy or to pledge any form of taxation therefor or to make any appropriation for their paymentNotes issued thereunder.” The Issuer and PG&E hereby acknowledge that the purchase of this Recovery Bond by the Holder hereof or the purchase of any beneficial interest herein by any Person are made in reliance on the foregoing pledge.