Except as otherwise permitted under Section 7.01(b) , all material tax returns and reports of the Loan Parties required to be filed by any of them have been timely filed, and all material Taxes due and payable by the Loan Parties and upon their respective properties, assets, income, businesses and franchises have been paid when due and payable. There is no material audit, claim or assessment pending or proposed in writing against any of the Loan Parties regarding any taxes relating to any Loan Party, which is not being actively contested by such Loan Party in good faith and by appropriate proceedings; provided that reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor. None of the Borrowers nor any Subsidiary has elected to be treated as an association taxable as a corporation or is treated as a corporation for U.S. federal income tax purposes.