Each of the Borrower and each Subsidiary has timely filed or caused to be filed all federal and material state, local and foreign Tax returns required to have been filed and has paid or caused to be paid all Taxes shown to be payable on such returns or on any assessments received from any taxing authority by any of them, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves (to the extent required by GAAP) and (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.