(f) PG&E has no significant subsidiaries within the meaning of Rule 1-02(w) of Regulation S-X.
(g) The issuance and sale of the Bonds, the transfer by PG&E of all of its rights and interests under the Financing Order relating to the Bonds to the Issuer, the consummation of any other of the transactions herein contemplated or the fulfillment of the terms hereof on the part of PG&E to be fulfilled, will not conflict with, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of PG&E pursuant to (i) the articles of incorporation, by-laws or other organizational documents of PG&E (collectively, the “PG&E Charter Documents”), (ii) the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which PG&E is a party or bound or to which its property is subject, or (iii) any statute, law, rule, regulation, judgment, order or decree applicable to PG&E of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over PG&E or any of its properties, except where such conflicts, breaches or violations could not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, property or financial condition of PG&E.
(h) This Underwriting Agreement has been duly authorized, executed and delivered by PG&E, which has the necessary corporate power and authority to execute, deliver and perform its obligations under this Underwriting Agreement.
(i) PG&E is not in violation or default of, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in, (i) the PG&E Charter Documents, (ii) any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject or (iii) any statute, law, rule, regulation, judgment, order or decree of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over it or any of its properties, as applicable (except, in the case of clauses (ii) and (iii), for such violations or defaults as would not, individually or in the aggregate, have a material adverse effect on the business, property or financial condition of PG&E and its subsidiaries considered as a whole.
(j) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving PG&E or any of its subsidiaries or its or their property is pending or, to the best knowledge of PG&E, threatened that (i) could reasonably be expected to, individually or in the aggregate, have a material adverse effect on the Issuer’s business, property, or financial condition or on PG&E’s ability to perform its obligations under the Sale Agreement and the Servicing Agreement, or (ii) could reasonably be expected to have a material adverse effect on the business, property or financial condition of PG&E and its subsidiaries considered as a whole.
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