Common use of Tax Reserve Clause in Contracts

Tax Reserve. On or prior to February 23, 2014 (or within such longer period as Agent may agree at its sole option), the Loan Parties shall deliver, or cause to be delivered, to Agent a multi-jurisdictional mortgage statement signed on behalf of each Australian Loan Party who provides a Lien where any of the relevant secured property is situated, or taken under the Duties Axx 0000 (NSW) of Australia to be situated, in New South Wales, Australia (the “Multi-Jurisdictional Mortgage Statement”). Agent may withhold, from the proceeds of the Term Loan advanced on the Closing Date, a reserve in the amount of $100,000 (the “Tax Reserve”), which the Loan Parties represent and warrant constitutes the Loan Parties’ reasonable and good faith estimate of the amount required as at the date of this Agreement to pay in full all New South Wales mortgage duty owing now or in the future with respect to the transactions contemplated by the Loan Documents under the Duties Act of 1997 (NSW) of Australia. For the avoidance of doubt, the parties agree that the Tax Reserve is a fully-funded reserve via the proceeds of the Term Loan on the Closing Date, and, accordingly, the amount of the Tax Reserve shall be included in the principal amount of the Term Loan owing by Borrowers and guaranteed by the other Loan Parties and secured by all of the liens and security interests granted under the Loan Documents. Agent may hold the Tax Reserve in any commercially reasonable manner as determined by Agent.

Tax Reserve. On or prior to February 23, 2014 (or within such longer period as Agent may agree at its sole option), the Loan Parties shall deliver, or cause to be delivered, to Agent a multi-jurisdictional mortgage statement signed on behalf of each Australian Loan Party who provides a Lien where any of the relevant secured property is situated, or taken under the Duties Axx Xxx 0000 (NSW) of Australia to be situated, in New South Wales, Australia (the “Multi-Jurisdictional Mortgage Statement”). Agent may withhold, from the proceeds of the Term Loan advanced on the Closing Date, a reserve in the amount of $100,000 (the “Tax Reserve”), which the Loan Parties represent and warrant constitutes the Loan Parties’ reasonable and good faith estimate of the amount required as at the date of this Agreement to pay in full all New South Wales mortgage duty owing now or in the future with respect to the transactions contemplated by the Loan Documents under the Duties Act of 1997 (NSW) of Australia. For the avoidance of doubt, the parties agree that the Tax Reserve is a fully-funded reserve via the proceeds of the Term Loan on the Closing Date, and, accordingly, the amount of the Tax Reserve shall be included in the principal amount of the Term Loan owing by Borrowers and guaranteed by the other Loan Parties and secured by all of the liens and security interests granted under the Loan Documents. Agent may hold the Tax Reserve in any commercially reasonable manner as determined by Agent.