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SEC Filings

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pursuant to a Board Resolution, but only to the extent that such Subsidiary:

                 (1) has no Indebtedness other than Non-Recourse Debt;

                 (2) is not party to any agreement, contract, arrangement or
understanding with the Company or any Restricted Subsidiary of the Company
unless the terms of any such agreement, contract, arrangement or understanding
are no less favorable to the Company or such Restricted Subsidiary than those
that might be obtained at the time from Persons who are not Affiliates of the
Company unless such terms constitute Investments permitted by the covenant
described above under Section 4.08;

                 (3) is a Person with respect to which neither the Company nor
any of its Restricted Subsidiaries has any direct or indirect obligation (a) to
subscribe for additional Equity Interests or (b) to maintain or preserve such
Person's financial condition or to cause such Person to achieve any specified
levels of operating results;

                 (4) has not guaranteed or otherwise directly or indirectly
provided credit support for any Indebtedness of the Company or any of its
Restricted Subsidiaries; and

                 (5) has at least one director on its board of directors that
is not a director or executive officer of the Company or any of its Restricted
Subsidiaries, or has at least one executive officer that is not a director or
executive officer of the Company or any of its Restricted Subsidiaries.

                 "U.S. Person" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                 "Voting Stock" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of
the board of directors of such Person.

                 "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                 (1) the sum of the products obtained by multiplying (a) the
amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect thereof, by (b) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment;

                 (2) the then outstanding principal amount of such