Authorizations and Filings. No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement, the Note or the other Loan Documents, consummation of the transactions herein or therein contemplated or performance of or compliance with the terms and conditions hereof or thereof.

Authorizations. Any of the persons whose signatures and titles appear on [Schedule 2] are authorized, acting singly, to act for ​, under this Agreement.

Regulatory Authorizations. (i) The Governmental Approvals set forth in [Schedules 3.5] and 5.4 shall have been obtained, # the CPUC shall have issued a final and unappealable decision approving without adverse modification (assessed under the materiality threshold set forth in [Section 6.3(b)]) the transfer of the LLC Interests under the California Act and under decisions of the CPUC relating to the gas storage facilities owned by the ​ (the “CPUC Order”), and # if required, approval shall have been granted under HSR or all applicable waiting periods thereunder shall have lapsed or been terminated; and

Regulatory Authorizations. The Company possesses all certificates, authorizations and permits issued by the appropriate federal, state or other regulatory authorities necessary to conduct its business as presently conducted, except as described in the Prospectus or where the failure to possess such certificates, authorizations and permits would not, singly or in the aggregate, have a material adverse effect on the Company, taken as a whole; and no officer or representative of the Company has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the Company, taken as a whole, except as described in the Prospectus;

Schedule #: Governmental Approvals, Consents, Authorizations, Filings and Notices

Filings. All filings (including UCC filings) necessary in any jurisdiction to give the Borrower a first priority, validly perfected ownership interest in the Receivables (other than any related security with respect thereto, to the extent that an ownership interest therein cannot be perfected by the filing of a financing statement), and to give the Administrative Agent a first priority perfected security interest therein, will be made on the Closing Date.

Filings. Proper financing statements, as may be necessary or, in the opinion of the Administrative Agent, desirable under the UCC of all appropriate jurisdictions or any comparable law to perfect the security interest of the Collateral Agent on behalf of the Secured Parties in all Collateral in which an interest may be pledged hereunder shall have been filed and are in full force and effect.

No Consent Required. No approval or authorization by, or filing with, any Governmental Entity is required to be made or obtained by Parent in connection with the execution, delivery and performance by Parent of this Parent Guarantee other than # approvals and authorizations that have previously been obtained and filings that have previously been made or approvals, authorizations or filings which will be made on a timely basis, # approval, authorizations or filings which, if not obtained or made, would not have a material adverse effect on the financial condition, business or operations of the guarantor, taken as a whole, and # approvals, authorizations and filings required to be made by or obtained by Buyer as set forth in [Section 5.3].

as otherwise provided in the Offering Documents, all consents, authorizations, orders, filings and registrations which

“Permit” means all approvals, authorizations, registrations, certificates, filings, franchises, licenses, notices and permits issued by any Governmental Authority.