The Borrower and its Subsidiaries have filed all federal and state and other material tax returns and reports required to be filed, and have paid all federal, state and other material Taxes levied or imposed upon them or their properties, income or assets, except those which (a) are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP (to the extent required by GAAP) or (b) where failure to do any of the foregoing could not reasonably be expected to result in a Material Adverse Effect.