The Borrower and each Subsidiary thereof has duly filed or caused to be filed all federal, state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the Borrower), except where the failure to file such tax returns or pay such taxes could not reasonably be expected to have a Material Adverse Effect . Such returns accurately reflect in all material respects all liability for taxes of the Borrower or any Subsidiary thereof for the periods covered thereby , except where the failure to accurately reflect such liability for taxes could not reasonably be expected to have a Material Adverse Effect . Except as set forth on Schedule 5.6 , there is no material ongoing audit or examination or, to the knowledge of the Borrower, other investigation by any Governmental Authority of the tax liability of the Borrower or any Subsidiary thereof. No Governmental Authority has asserted any Lien or other claim against the Borrower or any Subsidiary thereof with respect to unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the Borrower and (b) any Permitted Lien). The charges, accruals and reserves on the books of the Borrower and each Subsidiary thereof in respect of federal, state, local and other taxes for all Fiscal Years and portions thereof since the organization of the Borrower or any Subsidiary thereof are in the judgment of MHGCI and the Borrower adequate, and the Borrower does not anticipate any additional taxes or assessments for any of such years.