All federal and material state, local and foreign income Tax returns and material non-income Tax returns and reports of each Loan Party required to be filed by any of them have been timely filed, and payment or adequate provision in accordance with GAAP has been made for the payment of all material Taxes shown on such Tax returns to be due and payable and all material assessments, fees, and other governmental charges upon each Loan Party and upon their respective properties, assets, income, businesses and franchises which are due and payable, except in each case as permitted by Section 8.1.2 [ Payment of Liabilities, Including Taxes, Etc. ] of this Agreement.