BAFC has filed or caused to be filed all federal, state and other material tax returns that are required to be filed and has 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 taxes, fees or other charges the amount or validity of which are 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 BAFC).  No tax Lien (other than any Permitted Lien) has been filed, and, to the knowledge of BAFC, no claim is being asserted, with respect to any such tax, fee or other charge.  BAFC has no ERISA plan liability and is not subject to the requirements of ERISA.