Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed (taking into account any extensions thereof) for periods for which the statute of limitations remains open and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and for which such Group Member has set aside on its books applicable reserves or where the failure to file such tax returns or pay such taxes, fees or other charges would not be likely to have a Material Adverse Effect); no tax Lien has been filed, and, to the knowledge of the Borrower, no claim is being asserted, with respect to any such tax, fee or other charge (other than any lien for the amount or validity of which are currently being contested in good faith by appropriate proceedings and for which such Group Member has set aside on its books applicable reserves or where the failure to file such tax returns or pay such taxes, fees or other charges would not be likely to have a Material Adverse Effect).