Each Loan Party and each Subsidiary (other than any Immaterial Subsidiary) 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 Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. Each Immaterial Subsidiary 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 (x) Taxes that are being contested in good faith by appropriate proceedings and for which such Loan Party or such Subsidiary, as applicable, has set aside on its books adequate reserves, and (y) for failures to file or pay as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Effective Date, no tax liens have been filed and no claims are being asserted with respect to any such taxes. On each day after the Effective Date, no tax liens have been filed and no claims are being asserted with respect to any such taxes that would have a Material Adverse Effect.