Except, in each case, as could not reasonably be expected to result in a Material Adverse Effect, each of each Parent Guarantor, the Borrower and each of the Restricted Subsidiaries has filed all federal income tax returns and all other tax returns, domestic and foreign, required to be filed by it and has paid all Taxes payable by it that have become due, other than those (a) not yet delinquent or (b) being contested in good faith as to which adequate reserves have been provided in accordance with GAAP.