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

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 of the Borrower (other than 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 of the Borrower (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 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 of the Borrower Holdings (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) Subsidiary 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 of the Borrower (other than any 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 existing Subsidiary and 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 of the Borrower (other than any Subsidiary of the Subsidiary to be so designated); provided thatConvertible Notes.

any Subsidiary of an Unrestricted Subsidiary. The Board of Directors of the Borrower may designate any Subsidiary of the Borrower Holdings (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary 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 of the Borrower (other than any 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 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 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 Board of Directors of the Borrower may designate any Subsidiary of the Borrower Company (including any existing Subsidiary and any newly acquired or newly formed SubsidiarySubsidiary 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 of the Borrower (other than any Company that is not a Subsidiary of the Subsidiary to be so designated); provided thatdesignated 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 of the Borrower may designate any Subsidiary of the Borrower (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) 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 of the Borrower (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 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 of the Borrower (other than solely any Subsidiary of the Subsidiary to be so designated); provided that