Pacific Gas & Electric (PCG)

4.4.  Sale or Disposal of Transmission Facilities or Entitlements.

        4.4.1    Sale or Disposition.    

        4.4.1.1    No Participating TO shall sell or otherwise dispose of any lines or associated facilities forming part of the ISO Controlled Grid without the ISO's prior written consent, which consent shall not be unreasonably withheld.

        4.4.1.2    As a condition to the sale or other disposition of any lines or associated facilities forming part of the ISO Controlled Grid to an entity that is not a Participating TO, the Participating TO shall require the transferee to assume in writing all of the Participating TO's obligations under this

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Agreement (but without necessarily requiring it to become a Participating TO for the purposes of the ISO Tariff or a TO Tariff).

        4.4.1.3    Any subsequent sale or other disposition by a transferee referred to in Section 4.4.1.2 shall be subject to this Section 4.4.1.

        4.4.1.4    A transferee referred to in Section 4.4.1.2 that does not become a Participating TO shall have the same rights and responsibilities regarding withdrawal that a Participating TO has under Sections 3.3.1 and 3.3.3.

        4.4.2    Entitlements.    No Participating TO shall sell, assign, release, or transfer any Entitlements that have been placed under the ISO's Operational Control without the ISO's prior written consent, which consent shall not be unreasonably withheld, provided that such written consent is not required for such release or transfer to another Participating TO who is not in any material respect in breach of its obligations under this Agreement and who has not given notice of its intention to withdraw from this Agreement.

        4.4.3    Encumbrances.    No Participating TO shall create any new Encumbrance or (except as permitted by Sections 2.4.3 and 2.4.4 of the ISO Tariff) extend the term of an existing Encumbrance over any lines or associated facilities forming part of its transmission network (as determined in accordance with Section 4.1.1) without the ISO's prior written consent. The ISO shall give its consent to the creation or extension of an Encumbrance within thirty (30) days after receiving a written request for its consent disclosing in reasonable detail the nature of and reasons for the proposed change unless the ISO reasonably determines that the change is inconsistent with the Participating TO's obligations under the ISO Tariff or the TO Tariff or that the change may materially impair the ISO's ability to exercise Operational Control over the relevant lines or facilities or may reduce the reliability of the ISO Controlled Grid. Exercise of rights under an Existing Contract shall not be deemed to create a new Encumbrance for the purposes of this Section 4.4.3.