The Borrower and its Subsidiaries (other than any Immaterial Foreign Subsidiary) have timely filed or caused to be filed all federal and other material tax returns (including state income tax returns) required to be filed by them, and have paid all federal and other material taxes (including state income taxes), assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves in accordance with GAAP.  The charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of such taxes are adequate.