Each of the Borrower and the Guarantor has timely filed all material federal, state and local income, excise, property, and other material tax returns prior to the Restatement Date and the date of each Warehousing Advance Request, as applicable, and paid all taxes shown thereon to be payable, except to the extent such taxes are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in conformity with GAAP.  The charges, accruals and reserves on the books of the Guarantor in respect of taxes or other governmental charges are adequate in accordance with applicable accounting standards.