Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (i) where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole or (ii) for 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. No tax liens have been filed and no claims are being asserted with respect to any such Taxes, other than (x) liens or claims that, individually or in the aggregate, could not reasonably be expected to result in material adverse effect on the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole or (y) claims for 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. Borrower is not resident for Tax purposes in any jurisdiction outside of the United States.