Basic Energy AcquisitionCo Clause Samples

Basic Energy AcquisitionCo. (a) Basic Energy AcquisitionCo and each other Loan Party will take all necessary steps to maintain Basic Energy AcquisitionCo’s identity as a separate legal entity from other Persons and to make it manifest to third parties that Basic Energy AcquisitionCo is an entity with assets and liabilities distinct from those of each of other Person. (b) Basic Energy AcquisitionCo will not at any time: (i) make or hold any Investments (other than in cash or Cash Equivalents); (ii) own any assets other than the Basic Energy Assets; (iii) operate any business other than with respect to the ownership of the Basic Energy Assets and the disposition of the Surplus Assets subject to an in accordance with the Disposition Consulting Agreement (iv) incur any Indebtedness (other than (x) Indebtedness permitted pursuant to clause (a) of the definition of Permitted Indebtedness, (y) Indebtedness permitted pursuant to clause (e), (f), or (g), of Section 8.1) or (z) Indebtedness incurred in connection with sale-leaseback transactions permitted hereunder), provided that, (A) all Net Proceeds received in connection with any such Indebtedness are applied to the Obligations, and (C) Basic Energy AcquisitionCo shall cause the holders of such Indebtedness and the lessors under any sale-leaseback transaction to enter into a Collateral Access Agreement on terms reasonably satisfactory to the Agent; (v) create, assume, incur, or permit or suffer to exist or to be created, assumed, or permitted or suffered to exist, directly or indirectly, any Lien on any of its property (other than Liens permitted pursuant to clause (a), (c), (d), (e), (k), (m), (n), or (r) of the definition of Permitted Liens); or (vi) dispose of any of its property to any other Loan Party. (c) Basic Energy AcquisitionCo may sell Real Estate of Basic Energy AcquisitionCo, including pursuant to sale-leaseback transactions involving any such Real Estate pursuant to leases on market terms, so long as (A) no Default or Event of Default then exists or would arise therefrom, (B) such sale is made for fair market value, (C) the proceeds of such sale are utilized to repay the Obligations, and (D) in the case of any sale-leaseback transaction permitted hereunder, the Agent shall have received from each such purchaser or transferee a Collateral Access Agreement on terms and conditions reasonably satisfactory to the Agent.