The Borrower and each Material Subsidiary has timely filed (taking into account all properly granted extensions) all Federal, state and other material Tax returns and reports required to be filed, and has timely paid (taking into account all properly granted extensions) all Federal, state and other material Taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, whether or not shown on any Tax return, except those which are being contested in good faith by appropriate proceedings diligently conducted or for which adequate reserves have been provided in accordance with GAAP. There is no proposed Tax assessment against the Borrower or any Material Subsidiary that would, if made, have a Material Adverse Effect. Neither the Borrower nor any Material Subsidiary is party to any Tax sharing agreement.