All required tax returns or federal, state, county, municipal, local, foreign and other taxes and assessments have been properly prepared and filed by EXAD for all years for which such returns are due unless an extension for filing any such return has been properly prepared and filed.  Any and all federal, state, county, municipal, local, foreign and other taxes, assessments, including any and all interest, penalties and additions imposed with respect to such amounts have been paid or provided for. EXAD has no outstanding tax liabilities and has not received notice of any tax inquiry or audit against it.