The Borrower and its Tax Affiliates have timely filed or caused to be filed all federal and all material state, local and non-U.S. Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes shown therein to be due (including interest and penalties) and has paid all other material Taxes, except (yyyy) Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which such Person has set aside on its books adequate reserves in accordance with GAAP or (zzzz) Taxes which are not yet delinquent. There is no tax assessment proposed in writing, or to the knowledge of the Borrower, except for matters set forth on Schedule 3.9, threatened, against the Borrower or Tax Affiliates that could, if made, be reasonably expected to have a Material Adverse Effect. The Borrower is not a party to any tax sharing agreement.