(a) The Reporting Company and each of its Restricted Subsidiaries have timely filed all federal and all material state, the United Kingdom and other tax returns and reports required to be filed, and have timely paid all U.S. federal income taxes, all United Kingdom corporation tax and all material state and other Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or imposed upon it or its properties, income or assets otherwise due and payable, except those Taxes which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or Taxes where the failure to pay could not reasonably be expected to have a Material Adverse Effect. There is no proposed material tax assessment or other claim against, and no material tax audit with respect to, the Reporting Company or any Restricted Subsidiary which could reasonably be expected to have a Material Adverse Effect.