Each Borrower has filed or caused to be filed all federal and state and other Tax returns that are required to be filed and has paid or caused to be paid all Taxes required to be paid by it (except (i) any such Taxes the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP (where GAAP requires such reserves) have been provided on the books of the relevant Borrower or (ii) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect).