All federal, state and local income, excise, property and other tax returns required to be filed with respect to Guarantor in any jurisdiction have been filed on or before the due date thereof (plus any applicable extensions); all such returns are true and correct; all taxes, assessments, fees and other governmental charges upon Guarantor, and upon Guarantor’s property, income or franchises, which are due and payable have been paid, including, without limitation, all FICA payments and withholding taxes, if appropriate, other than those which are being contested in good faith by appropriate proceedings, diligently pursued and as to which Guarantor has established adequate reserves determined in accordance with GAAP consistently applied.  The amounts reserved, as a liability for income and other taxes payable, in the financial statements described in Section 3(i) are sufficient for payment of all unpaid federal, state and local income, excise, property and other taxes, whether or not disputed, of Guarantor, accrued for or applicable to the period and on the dates of such financial statements and all years and periods prior thereto and for which Guarantor may be liable in Guarantor’s own right or as transferee of the assets of, or as successor to, any other Person.