Except as would not have a Material Adverse Effect, (a) all Tax Returns and reports required to be filed by the Contributor with respect to the Assigned Interest, if any, have been timely filed (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so) and all such returns and reports are accurate and complete in all material respects, and all Taxes required to be paid by Contributor, if any, with respect to the Assigned Interest have been paid, and (b) no deficiencies for any Taxes have been proposed, asserted or assessed against or on the Contributor with respect to the Assigned Interest, and no requests for waivers of the time to assess any such Taxes are pending.