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

any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Subsidiary of the Borrower to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary thereof (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary thereof of the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary thereof of the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Subsidiary of the Borrower to be as an Unrestricted Subsidiary pursuant to a resolution of the Board of Directors of the Borrower unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, on any property of, the Borrower or any Restricted Subsidiary thereof (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

any Subsidiary of an Unrestricted Subsidiary. The Borrower Board of Directors may designate any Subsidiary of the Borrower 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 Equity Interests Capital Stock or Indebtedness of, or owns or holds any Lien on, on any property of, of the Borrower Company or any other Subsidiary thereof (other than solely any of Holdings that is not a Subsidiary of the Subsidiary to be so designated); provided thatprovided, however, that either:

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

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower (including any newly acquired or newly formed Subsidiary) 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 Equity 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 Borrower or any Subsidiary thereof (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:Convertible Notes.

any Subsidiary of an Unrestricted Subsidiary. The After the Closing Date, the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower or any Subsidiary thereof of the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, of the Borrower or any Subsidiary thereof of the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided provided, that:

any Subsidiary of an Unrestricted Subsidiary. The Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary but excluding the Issuers and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Borrower Holdings or any Subsidiary thereof of Holdings (other than solely any Subsidiary of the Subsidiary to be so designated); provided that:

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