Forward 1031 Exchanges Sample Clauses

Forward 1031 Exchanges. In making any redetermination or adjustment of the Borrowing Base (including any adjustment under Section 2.07(g)), no Borrowing Base Property that is transferred to a Section 1031 Counterparty, in each case in connection with a Forward 1031 Exchange, shall be considered to be Disposed of by the Borrower or any Restricted Subsidiary if (A) the Borrower makes (1) the Section 1031 Counterparty or its parent become a Guarantor and (2) the parent of the Section 1031 Counterparty pledges its Equity Interests in the Section 1031 Counterparty to the Administrative Agent for the benefit of the Secured Parties (it being understood that, in each case, subject to the consent of the Administrative Agent, the Borrower need not comply with any such request that jeopardizes, or has a substantial likelihood to jeopardize, the tax status of such Section 1031 Exchange), (B) such Section 1031 Exchange is consummated within one hundred eighty (180) days of such Borrowing Base Properties being transferred to the Section 1031 Counterparty (or such longer time as the Borrower reasonably determines, subject to the consent of the Administrative Agent, will still permit the Borrower and its Restricted Subsidiaries to qualify for non-recognition of gain or loss under Section 1031 of the Code) (such time, the “Forward 1031 Deadline”) and (C) the Section 1031 Counterparty holds the Borrowing Base Properties. No Borrowing Base Properties transferred to a Section 1031 Counterparty shall be considered to be Disposed of by the Borrower and/or its Restricted Subsidiaries if they are re-transferred by the Section 1031 Counterparty to them by the Forward 1031 Deadline. After giving effect to any transfer of cash or other property by the Borrower or any of its Restricted Subsidiaries to a Section 1031 Counterparty, the Borrower shall satisfy the Availability Test.
Sample 1
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