Tax Returns and Payments .  Each of the Borrower and its Subsidiaries has timely (after taking into account all available extensions) filed all federal, state, local and other material tax returns required by Applicable Law, and has paid all federal, state, local and other material Taxes therein shown to be due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. To the knowledge of the Responsible Officers of the Borrower and its Subsidiaries, there is (i) no ongoing audit, examination or other investigation by any Governmental Authority of the tax liability of the Borrower and its Subsidiaries which could reasonably be expected to have a Material Adverse Effect, and (ii) no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect.