Common use of Releases from Tax Reserve Clause in Contracts

Releases from Tax Reserve. (i) Promptly following the Loan Parties’ delivery of the Multi-Jurisdictional Mortgage Statement to Agent, Agent shall, so long as at the time of and immediately after giving effect to such release, no Default or Event of Default has occurred and is continuing, release to U.S. Borrower the amount on deposit in the Tax Reserve, and the Borrowers shall apply such amount to the payment of the tax liability in respect of which the Tax Reserve was established, with the remaining amount to be held by the Borrowers for purposes that are not inconsistent with the terms of the Loan Documents. (ii) Agent may, at any time in its sole discretion, if Borrowers have not paid the tax liability in respect of which the Tax Reserve has been withheld, advance any amount in the Tax Reserve to the applicable Governmental Authority as a payment or satisfaction of all or any part of such tax liability, and each Borrower and Lender hereby authorizes Agent to pay such tax liability from the Tax Reserve. (iii) For the avoidance of doubt, any amount released from the Tax Reserve pursuant to Section 2.3(b)(i) or (ii) shall continue to constitute a portion of the outstanding principal balance of the Term Loan owing by the Borrowers and guaranteed by the other Loan Parties hereunder, and shall continue to be subject to the terms and provisions of the Loan Documents and secured by the liens and security interests granted under the Loan Documents. (iv) Agent may, upon the occurrence and during the continuance of an Event of Default, apply any amount remaining in the Tax Reserve to the Obligations in accordance with Section 2.10.2(a). Agent shall, upon the Term Loan Maturity Date, apply any amount remaining in the Tax Reserve in accordance with Section 2.3(b)(ii) or to the Obligations in accordance with Section 2.10.2(a). (v) Agent shall, upon the prepayment in full of the Obligations pursuant to Section 2.8.1(c) or Section 2.8.2(a), apply any amount remaining in the Tax Reserve in accordance with Section 2.3(b)(ii) or to the Obligations in accordance with Section 2.10.2(b).