(a) Each of the Borrower and each of its Subsidiaries has timely filed all income and all other material tax returns and reports required to be filed, and has timely paid all Taxes (whether or not shown on such tax returns or reports) and all other amounts of federal, provincial, state, municipal, foreign and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are set forth on  Schedule 5.10(a)  or are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP.