Taxes. All federal and state income tax returns, and all other material tax returns, required to be filed by any Borrowers and any Guarantor in any jurisdiction have been filed when due (after giving effect to any extensions permitted by applicable law and regulations), and all federal and state income taxes and all other material taxes, assessments, and other governmental charges imposed upon Borrowers, or upon any of their properties, income or franchises, which are due and payable, have been paid when due, except for taxes, assessments and other governmental charges with respect to which # the validity thereof is being contested in good faith by proper proceedings which stay the enforcement of any Lien resulting from non-payment thereof, # adequate reserves in accordance with GAAP have been set aside for the payment thereof, and # the maximum amount in controversy, individually or in the aggregate, does not exceed $10,000,000. The provisions for reserves for Taxes on the books of Borrowers are adequate in all material respects for all unaudited Fiscal Years and for its current fiscal period.

Taxes. All federalBorrowers have filed all Federal, state and stateother income tax returns, and all other material tax returns,returns which are required to be filed by any Borrowers and any Guarantor in any jurisdiction have been filed when due (after giving effect to any extensions permitted by applicable law and regulations),paid all Taxes, as shown on said returns, and all federal and state income taxesTaxes due or payable without returns and all other material taxes, assessments, and other governmental charges imposed upon Borrowers,assessments received to the extent that such Taxes or upon anyassessments have become due. All Tax liabilities of their properties, income or franchises, whichBorrowers are due and payable, have been paid when due, exceptadequately provided for taxes, assessments and other governmental charges with respect to which # the validity thereof is being contested in good faith by proper proceedings which stay the enforcement of any Lien resulting from non-payment thereof, # adequate reserves in accordance with GAAP have been set aside for the payment thereof, and # the maximum amount in controversy, individually or in the aggregate, does not exceed $10,000,000. The provisions for reserves for Taxes on the books of Borrowers are adequateBorrowers, including interest and penalties. No income tax liability of a material nature has been asserted by taxing authorities for Taxes in all material respects for all unaudited Fiscal Years and for its current fiscal period.excess of those already paid.

Taxes. All federalTax Returns. Each Borrower and state incomeGuarantor has filed, or caused to be filed, in a timely manner all material tax returns, reports and all other material tax returns,declarations which are required to be filed by any Borrowersit. All information in such tax returns, reports and anydeclarations is complete and accurate in all material respects. Each Borrower and Guarantor has paid or caused to be paid all material taxes due and payable or claimed due and payable in any jurisdiction have been filed when due (after giving effect to any extensions permittedassessment received by applicable law and regulations), and all federal and state incomeit, except taxes and all other material taxes, assessments, and other governmental charges imposed upon Borrowers, or upon any of their properties, income or franchises, which are due and payable, have been paid when due, except for taxes, assessments and other governmental charges with respect to which # the validity thereof isof which are being contested in good faith by properappropriate proceedings diligently pursued and available to such Borrower or Guarantor and with respect to which stay the enforcement of any Lien resulting from non-payment thereof, # adequate reserves in accordance with GAAP have been set aside on its books. Adequate provision has been made for the payment thereof, and # the maximum amount in controversy, individually or in the aggregate, does not exceed $10,000,000. The provisions for reserves for Taxes on the books of Borrowers are adequate in all material respects for all unaudited Fiscal Yearsaccrued and for its current fiscal period.unpaid Federal, State, county, local, foreign and other taxes whether or not yet due and payable and whether or not disputed.

Taxes. AllThe Borrower has filed or caused to be filed all federal and state income tax returns,returns and all other material tax returns,returns that are required to be filed by any Borrowers and any Guarantor in any jurisdiction have been filed when due (after giving effect to any extensions permitted by applicable law and regulations),it and all federal and state income taxessuch returns are correct in all material respects. The Borrower has paid or made adequate provisions for the payment of all Taxes shown on such tax returns and all other material taxes, assessments, and other governmental charges imposed upon Borrowers,assessments made against it or upon any of their properties, income or franchises, which are due and payable, have been paid when due, except for taxes, assessments and other governmental charges with respect to whichits property (other than # any amount of Tax the validity thereofof which is currently being contested in good faith by properappropriate proceedings and with respect to which stay the enforcement of any Lien resulting from non-payment thereof, # adequate reserves in accordance with GAAP have been set aside for the payment thereof, and # the maximum amount in controversy, individually or in the aggregate, does not exceed $10,000,000. The provisions for reserves for Taxesprovided on the books of Borrowers are adequate in all material respects for all unaudited Fiscal Years and for its current fiscal period.the Borrower, or # to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect).