Common use of any Subsidiary of an Unrestricted Subsidiary Clause in Contracts

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of Holdings (including any newly acquired or newly formed Subsidiary of Holdings) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of the Company or any other Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of Holdings the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of HoldingsSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Borrower or any Subsidiary of the Company or Borrower (other than any other Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated); provided, however, that either:provided that

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors may designate any Subsidiary of Holdings the Company (including any newly acquired or newly formed Subsidiary of Holdingsthe Company) to be an Unrestricted Subsidiary unless (a) such Subsidiary or any of its Subsidiaries owns any Capital Stock or Indebtedness of, or owns or holds any Lien on any property of of, the Company or any other Restricted Subsidiary of Holdings the Company that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:designated or (b) the Subsidiary to be so designated has no Indebtedness other than Non-Recourse Debt.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate any Subsidiary of Holdings the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of HoldingsSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of the Company Borrower or any other Subsidiary of Holdings that is not a the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided, however, that either:that

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors Borrower may designate any Subsidiary of Holdings the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary of HoldingsSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Capital Stock Equity Interests or Indebtedness of, or owns or holds any Lien on on, any property of, the Borrower or any Subsidiary of the Company or Borrower (other than solely any other Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated); provided, however, that either:provided that

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of Holdings (including any newly acquired or newly formed Subsidiary of HoldingsSubsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries at the time of such designation or at any time thereafter (i) is a Material Domestic Subsidiary, (ii) owns any Capital Stock Oil and Gas Interests included in the Borrowing Base Properties or Indebtedness (iii) guarantees, or is a primary obligor of, any indebtedness, liabilities or owns or holds other obligations under any Lien on any property of the Company or any other Subsidiary of Holdings that is not a Subsidiary of the Subsidiary to be so designated; provided, however, that either:Convertible Notes.