The Loan Parties and each of their Subsidiaries have filed all federal, material state and other material tax returns and reports required to be filed (after giving effect to any extensions), and have paid all material federal, material state and other material taxes, assessments, fees and other material governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those payments which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary is party to any tax sharing agreement.