PG&E Recovery Funding LLC Sample Contracts
ADMINISTRATION AGREEMENTAdministration Agreement • July 26th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • California
This ADMINISTRATION AGREEMENT, dated as of August 1, 2024 (this “Administration Agreement”), by and between PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (“PG&E”), as administrator (in such capacity, the “Administrator”), and PG&E RECOVERY FUNDING LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used but not otherwise defined herein shall have the meanings specified in Appendix A attached to the Indenture (as defined below).
Standard Contracts
PG&E RECOVERY FUNDING LLC, Issuer, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Indenture Trustee and Securities Intermediary INDENTURE Dated as of August 1, 2024Indenture • July 26th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • California
This INDENTURE dated as of August 1, 2024 (this “Indenture”), by and between PG&E RECOVERY FUNDING LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary and account bank (the “Securities Intermediary”).
RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT by and between PG&E RECOVERY FUNDING LLC, as Issuer and PACIFIC GAS AND ELECTRIC COMPANY, as Seller Dated as of August 1, 2024Recovery Property Purchase and Sale Agreement • July 26th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • California
This RECOVERY PROPERTY PURCHASE AND SALE AGREEMENT, dated as of August 1, 2024 (this “Agreement”), is between PG&E Recovery Funding LLC, a Delaware limited liability company (the “Issuer”), and PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (together with its successors in interest to the extent permitted hereunder, the “Seller” or “PG&E”).
RECOVERY PROPERTY SERVICING AGREEMENT by and between PG&E RECOVERY FUNDING LLC, Issuer and PACIFIC GAS AND ELECTRIC COMPANY, Servicer Dated as of August 1, 2024Recovery Property Servicing Agreement • July 26th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • California
This RECOVERY PROPERTY SERVICING AGREEMENT, dated as of August 1, 2024 (this “Agreement”) by and between PG&E Recovery Funding LLC, a Delaware limited liability company, as issuer (the “Issuer”), and PACIFIC GAS AND ELECTRIC COMPANY (“PG&E”), a California corporation, as servicer (the “Servicer”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF PG&E RECOVERY FUNDING LLC Dated as of October 27, 2021Limited Liability Company Agreement • April 15th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, restated or amended and restated from time to time, this “LLC Agreement”) of PG&E RECOVERY FUNDING LLC, a Delaware limited liability company (the “Company”), dated as of October 27, 2021, is entered into by PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as sole equity member of the Company (together with any additional or successor members of the Company, each in their capacity as a member of the Company, other than Special Members, the “Member”), and by Orlando Figueroa, as the Independent Manager.
PACIFIC GAS AND ELECTRIC COMPANY $983,362,000 SENIOR SECURED RECOVERY BONDS, SERIES 2022-A UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2022 • PG&E Recovery Funding LLC • Electric & other services combined • New York
PG&E RECOVERY FUNDING LLC PACIFIC GAS AND ELECTRIC COMPANY $1,419,285,000 SENIOR SECURED RECOVERY BONDS, SERIES 2024-A UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • New York
SERIES SUPPLEMENTSeries Supplement • July 26th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • California
This SERIES SUPPLEMENT dated as of August 1, 2024 (this “Supplement”), by and between PG&E RECOVERY FUNDING LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (“BANK”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of August 1, 2024 (the “Indenture”), by and between the Issuer and the BANK, in its capacity as Indenture Trustee and in its separate capacity as a securities intermediary.
COLLECTION ACCOUNT INTERCREDITOR AGREEMENTCollection Account Intercreditor Agreement • April 15th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities • New York
This COLLECTION ACCOUNT INTERCREDITOR AGREEMENT (as amended, modified, waived, restated or replaced from time to time, this “Agreement”), is dated as of October 5, 2020 among (i) PACIFIC GAS AND ELECTRIC COMPANY, a California corporation (the “Company”), (ii) MUFG BANK, LTD., a Japanese banking corporation, as Administrative Agent on behalf of the Credit Parties (as defined in the Receivables Financing Agreement defined below) under the Receivables Financing Agreement (as defined below) (in such capacity, together with its successors and assigns in such capacity, the “RFA Administrative Agent”); (iii) each trustee, indenture trustee, lender, administrative agent, collateral agent, purchaser or other party (excluding any Securitization SPV (as defined below)) joined hereto by execution of a joinder agreement substantially in the form attached hereto as Exhibit A (each such party, a “Joined Party” and each such joinder agreement, a “Joinder Agreement”), (iv) each Securitization SPV joine
JOINDER AGREEMENT (PG&E Recovery Funding LLC)Joinder Agreement • July 26th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities
This Joinder Agreement, dated as of August 1, 2024 (this “Joinder Agreement”) is entered into by and among Pacific Gas and Electric Company (the “Company”), Citibank, N.A., in its role as Collection Account Agent under the Agreement (as defined below), PG&E Recovery Funding LLC (a “Securitization SPV”), and The Bank of New York Mellon Trust Company, N.A., not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”) under the Indenture (as defined below) (the “Joined Party”) in connection with, and pursuant to, the Collection Account Intercreditor Agreement, dated as of October 5, 2020 (such agreement as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and among the Company, MUFG Bank, LTD., as RFA Administrative Agent, each trustee, indenture trustee, lender, administrative agent, collateral agent, purchaser or other party (excluding any Securitization SPV) joined by execution of the Joinder Agreement, each Securi
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • July 30th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 12, 2021 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the July 15, 2024 Payment Date (the “Current Payment Date”), as follows:
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • July 30th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 30, 2022 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the July 15, 2024 Payment Date (the “Current Payment Date”), as follows:
SEMI-ANNUAL SERVICER’S CERTIFICATE Dated as of January 8, 2024Recovery Property Servicing Agreement • January 30th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 12, 2021 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the January 16, 2024 Payment Date (the “Current Payment Date”), as follows:
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • January 30th, 2025 • PG&E Recovery Funding LLC • Asset-backed securities
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 12, 2021 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E Recovery Funding LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the January 15, 2025 Payment Date (the “Current Payment Date”), as follows:
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • January 27th, 2023 • PG&E Recovery Funding LLC • Electric & other services combined
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 12, 2021 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the January 15, 2023 Payment Date (the “Current Payment Date”), as follows:
SERIES SUPPLEMENTSeries Supplement • November 8th, 2021 • PG&E Recovery Funding LLC • Electric & other services combined • California
This SERIES SUPPLEMENT dated as of November 12, 2021 (this “Supplement”), by and between PG&E Recovery Funding LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (“BANK”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of November 12, 2021(the “Indenture”), by and between the Issuer and the BANK, in its capacity as Indenture Trustee and in its separate capacity as a securities intermediary.
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • July 28th, 2023 • PG&E Recovery Funding LLC • Electric & other services combined
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 30, 2022 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the July 17, 2023 Payment Date (the “Current Payment Date”), as follows:
SERIES SUPPLEMENTSeries Supplement • November 21st, 2022 • PG&E Recovery Funding LLC • Electric & other services combined • California
This SERIES SUPPLEMENT dated as of November 30, 2022 (this “Supplement”), by and between PG&E RECOVERY FUNDING LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association (“BANK”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of November 30, 2022 (the “Indenture”), by and between the Issuer and the BANK, in its capacity as Indenture Trustee and in its separate capacity as a securities intermediary.
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • July 26th, 2022 • PG&E Recovery Funding LLC • Electric & other services combined
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 12, 2021 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the July 15, 2022 Payment Date (the “Current Payment Date”), as follows:
SEMI-ANNUAL SERVICER’S CERTIFICATE Dated as of January 8, 2024Recovery Property Servicing Agreement • January 30th, 2024 • PG&E Recovery Funding LLC • Asset-backed securities
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 30, 2022 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the January 16, 2024 Payment Date (the “Current Payment Date”), as follows:
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • January 30th, 2025 • PG&E Recovery Funding LLC • Asset-backed securities
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 30, 2022 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the January 15, 2025 Payment Date (the “Current Payment Date”), as follows:
SEMI-ANNUAL SERVICER’S CERTIFICATERecovery Property Servicing Agreement • July 28th, 2023 • PG&E Recovery Funding LLC • Electric & other services combined
Pursuant to Section 4.01(c)(ii) of the Recovery Property Servicing Agreement, dated as of November 12, 2021 (the “Servicing Agreement”), between, PACIFIC GAS AND ELECTRIC COMPANY, a California corporation, as Servicer (the “Servicer”), and PG&E RECOVERY FUNDING LLC, as Issuer (the “Issuer”), the Servicer does hereby certify, for the July 17, 2023 Payment Date (the “Current Payment Date”), as follows: