Each Restricted Person has timely filed, or caused to be timely filed, all federal, state and other tax returns, material reports and material statements (collectively, “ Tax Returns ”) that are required to be filed by such Restricted Person with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are required to be filed; all such Tax Returns are true and correct in all material respects; each Restricted Person has timely paid, prior to the date on which any fine, penalty, interest, late charge or loss may be added thereto for non-payment thereof, all Taxes shown to be due and payable on said Tax Returns or on any assessments made against such Restricted Person or any of such Restricted Person’s properties or assets, and all other material Taxes, fees or other charges imposed on such Restricted Person’s or any of such Restricted Person properties or assets by or otherwise due and payable to any Governmental Authority (other than any for which the amount or validity of which are currently being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP); and no tax Lien has been filed against the property or assets of any Restricted Person, and, to Borrower’s knowledge, no claim is being asserted, with respect to any such Tax, fee or other charge, in each case, that could reasonably be expected to have a Material Adverse Change. No Tax Return is under audit or examination by any Governmental Authority, and no notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any Governmental Authority, in each case, that could reasonably be expected to have a Material Adverse Change. Proper and accurate amounts have been withheld by each Restricted Person, if and to the extent any such withholdings are so required, for all periods in compliance in all material respects with the tax, social security, health care and unemployment withholding provisions of applicable Governmental Requirements, and such withholdings in respect thereof, if any, have been timely paid to the respective Governmental Authorities. No Restricted Person (a) intends to treat the Loans or any other transaction contemplated hereby as being a “reportable transaction” (within the meaning of Treasury Regulation 1.6011-4), and (b) is aware of any facts or events that would result in such treatment. Without limiting the generality of the foregoing, each Restricted Person has paid and discharged all material ad valorem Taxes that are payable and have been assessed against its properties or any part thereof and all material production, severance and other Taxes that are payable and have been assessed against, or measured by, the production or the value, or proceeds, of the production therefrom (other than in each case any for which the amount or validity of which are currently being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP).