Liens arising by virtue of Uniform Commercial Code financing statement filings (or similar filings under applicable law) regarding operating leases entered into by the Borrower and the Restricted Subsidiaries;

a.
Post-Closing Tax Filings

Complete SEC filings on a timely manner

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

filings which may be required under Environmental Laws;

filings or other actions listed on [Schedule 3.04].

Liens arising from UCC financing statement filings (or similar filings) regarding or otherwise arising under leases entered into by the Company or any of its Subsidiaries or in connection with sales of accounts, payment intangibles, chattel paper or instruments;

filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant state(s) and filings in the applicable real estate records with respect to Material Real Property;

SEC Filings. The parties agree that the following filings shall be made with the Securities and Exchange Commission (“Commission”): # an Information Statement prepared pursuant to the requirements of Rule 14f-1 under the Exchange Act, if required by law, shall be filed with the Commission; # a report on Form 8-K will be filed with the Commission disclosing the consummation of the Share Exchange if required by law; and, # any and all other filings necessary to comply with the Exchange Act.

The Company has obtained and will continue to obtain all applicable governmental, regulatory, stock exchange and contractual approvals to complete the transactions contemplated by the Settlement, including without limitation, any required filings with the SEC and any other regulatory filings or approvals required for the Settlement.