Borrower has timely filed all Tax returns that are required to be filed (or filed timely extensions therefor) and has timely 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 amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Borrower); and no Tax Lien has been filed, and no claim is being asserted, with respect to any such Tax, fee or other charge other than Permitted Liens. All such returns are true and accurate in all material respects. No administrative or court proceeding or audit or examination is presently pending or has been threatened in writing with regard to any Taxes or Tax returns of the Borrower or of the Parent with respect to any project consisting of a fuel cell power plant. Neither the Borrower nor the Parent has received any written proposal from a Governmental Authority proposing any adjustment to the Tax liability of the Borrower or the Parent, in connection with any Taxes or any Tax return that is pending or otherwise unsettled with respect to the Project or any other project consisting of a fuel cell power plant. No private letter ruling has been obtained or requested by the Borrower or the Parent from the Internal Revenue Service with respect to the Project.