(i) All foreign, Federal and material provincial, state and local tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been filed, or extensions have been obtained, and (ii) all taxes, assessments and other governmental charges imposed upon any Loan Party or any property of any Loan Party which have become due and payable on or prior to the date hereof have been paid, except (x) unpaid Taxes in an aggregate amount at any one time not in excess of $250,000, and (y) Taxes contested in good faith by proper proceedings which stay the imposition of any penalty or Lien and with respect to which adequate reserves have been set aside for the payment thereof on the Financial Statements in accordance with GAAP.