Each Loan Party has timely filed or caused to be filed all federal and all other material state and local Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary has set aside on its books adequate reserves.  No material tax liens have been filed and no claims are being asserted with respect to any such Taxes.