The Borrower and its Subsidiaries have filed all material tax returns required to be filed, whether in the United States or in any foreign jurisdiction, and have paid all Taxes due and payable and have paid any assessments made against the Borrower and its Subsidiaries or any of their properties (other than (i) any such assessments, fees, charges or levies that are being contested in good faith by appropriate proceedings and for which reserves have been provided in conformity with GAAP or (ii) any amount the nonpayment of which could not be reasonably be expected to give rise to a Material Adverse Effect).