All Taxes imposed on or with respect to the ownership or operation of the Assets that have become due and payable prior to the Closing Date have been timely paid in full, and all Tax Returns with respect to Taxes imposed on or with respect to the ownership or operation of the Assets required to be filed prior to the Closing Date have been timely filed. There are no liens of any Governmental Bodies for Taxes on any of the Assets except for Permitted Encumbrances. None of the Assets is subject to any tax partnership as defined in Section 761 of the Code, or is otherwise treated, or required to be treated, as held in an arrangement requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code. There is not currently in effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any Asset Taxes relating to the Assets. There are no administrative or judicial proceedings by any taxing authority pending or, to Seller’s knowledge, threatened against Seller relating to or in connection with any Asset Taxes relating to the Assets. All of the Assets have been properly listed and described on the property tax rolls for all periods prior to and including the applicable Closing Date.