The First Closing Facilities have filed all material Tax Returns that they were respectively required to file. All such Tax Returns were correct and complete in all material respects and were prepared in compliance with all Applicable Laws. To Owner’s Knowledge, neither Owner nor any of the First Closing Facilities have received any notice of deficiency or assessment or proposed deficiency or assessment with respect to any Tax Returns. All Taxes due and owing by Owner or the First Closing Facilities through the First Closing have been paid. All Taxes required to be withheld by Owner or the First Closing Facilities have been withheld and timely paid to the relevant taxing authority. Owner and the First Closing Facilities have complied with all information reporting related to any Taxes. Neither Owner nor any of the First Closing Facilities is currently the beneficiary of any extension of time within which to file any Tax Returns. To Owner’s Knowledge, no claim has ever been made by an authority in a jurisdiction where Owner or the First Closing Facilities do not file Tax Returns that any of them is or may be subject to taxation by that jurisdiction. Neither Owner nor any of the First Closing Facilities have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.