The Company and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being actively contested by the Company or any of its Subsidiaries in good faith and by appropriate proceedings and for which adequate reserve have been made or provided therefor in accordance with GAAP. There is no proposed tax assessment against the Company or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Obligor nor any Subsidiary thereof is a party to any tax sharing agreement as of the Effective Date.