Borrower 1 is a disregarded entity of the Sponsor for U.S. federal income tax purposes; Borrower 2 is a TRS of the Sponsor for U.S. federal income tax purposes; Borrower 3 is a TRS of the Sponsor for U.S. federal income tax purposes, and neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby shall affect such status.  Each Borrower has filed, or caused to be filed, all U.S. federal and all material state, local or other Tax returns required to be filed, and has paid, or caused to be paid, all material Taxes that are due, other than Taxes not at the time delinquent or being contested and reserved against in accordance with Section 5.08 .