Guarantor is a REIT. Each Seller is disregarded as a separate entity from Guarantor for U.S. federal income tax purposes. Sellers and Guarantor have each filed all required federal Tax returns and all other material Tax returns, domestic and foreign, required to be filed by them and have (for all prior fiscal years and for the current fiscal year to date) paid all federal and other material Taxes which have become due and payable, other than any such Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP. There is no material suit or claim relating to any Taxes now pending or, to the Knowledge of any Seller, threatened by any Governmental Authority which is not being contested in good faith as provided above, unless such Seller provides Buyer with written notice of such suit or claim.