All assessed deficiencies resulting from examinations by any Governmental Authority of the income tax returns of the Borrowers have been discharged or reserved against in accordance with Generally Accepted Accounting Principles, except where the failure to do so would not cause a Material Adverse Effect.  The Borrowers have filed or caused to be filed all federal, state, local and other tax returns which are required to be filed, and have paid or has caused to be paid all taxes as shown on said returns or on any assessment received by them, to the extent that such taxes have become due, except taxes which are being contested in good faith.