Each of the Parent and each Subsidiary thereof has duly filed or caused to be filed all income, franchise and other material Tax returns required by applicable law to be filed by it, and has paid, caused to be paid or made adequate provision for the payment of all income, franchise and other material Taxes required by applicable law to be paid by it.  Proper and accurate amounts have been timely and duly withheld by the Parent and each of its Subsidiaries from their employees for all periods and timely and duly remitted to the appropriate taxing authorities in compliance  respects with withholding provisions of applicable law.  Neither Parent nor any of its Subsidiaries has any current or contingent liability with respect to Taxes of any other person under any contract, as a successor or transferee, by operation of applicable law or otherwise. At all times since its formation, the Borrower has been treated as either a partnership or  a “disregarded entity” (within the meaning of Treasury Regulation Section 301.7701-3) for U.S. federal income tax purposes and all applicable state and local income tax purposes.  No elections have been filed with the IRS or any state or local taxing authority to treat the Borrower as an association taxable as a corporation for U.S. federal, state or local income tax purposes.