The Guarantor 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 shown thereon to be due, except Taxes that are being contested in good faith by appropriate proceedings and for which the Guarantor has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.