Each of the Borrower and Holdings is treated as a disregarded entity or a partnership for U.S. federal income tax purposes. Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) each Group Member has filed or caused to be filed all federal, state and other tax returns and reports that are required to have been 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 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 the relevant Group Member) and (ii) no Tax Lien has been filed, and, to the knowledge of the Loan Parties, no claim is being asserted, with respect to any such Taxes, fees or other charges.