Reverse 1031 Exchanges Sample Clauses

Reverse 1031 Exchanges. In making any redetermination of the Borrowing Base, if Oil and Gas Properties are ‘parked’ with a Section 1031 Counterparty in connection with a Reverse 1031 Exchange, such Oil and Gas Properties may, at the option of the Borrower, be treated as Oil and Gas Properties of the Borrower and its Restricted Subsidiaries 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) the Borrower is in compliance with Section 9.05(o), and (C) such Section 1031 Exchange is consummated within one hundred eighty (180) days of such Oil and Gas Properties being ‘parked’ with 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) or, in the event the Section 1031 Exchange is not so consummated by such time, such Oil and Gas Properties are transferred to the Borrower and/or its Restricted Subsidiaries (it being understood that if the Borrower and/or its Restricted Subsidiaries do not own such Oil and Gas Properties by such time, the Borrower and/or its Restricted Subsidiaries shall be deemed to have Disposed of them). 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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