Each of the Borrower and each of its Subsidiaries has filed all tax returns which are required to have been filed and has paid, or made adequate provisions for the payment of, all of its Taxes which are due and payable, except such Taxes, if any, (a) as are being contested in good faith and by appropriate proceedings and as to which such reserves or other appropriate provisions as may be required by GAAP have been maintained; or (b) the amount of which is de minimis . As of the date of this Agreement, the Borrower is not aware of any proposed assessment against the Borrower or any of its Subsidiaries for additional Taxes (or any basis for any such assessment) which might be material to the Borrower and its Subsidiaries taken as a whole.