Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security Documents; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period in this Section 4.11.

Additional Subsidiary Guarantees. If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000450,000,000, then, within 60 30 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security DocumentsSubsidiary; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 6030-day period in this Section 4.11.

Additional Subsidiary Guarantees. If (i) the Issuer Company or any Wholly-Owned Subsidiary that is a of its Restricted Subsidiary Subsidiaries acquires or creates another Wholly-Owned Subsidiary that is a North American Restricted Subsidiary (Subsidiary, other than a GuarantorNon-Guarantor Restricted Subsidiary, a Foreign Subsidiary after March 3, 2004 or a Securitization Subsidiary(ii) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000assets held by all Non-Guarantor Restricted Subsidiaries exceeds US$3.0 million, then, within 60 days after such Restricted Subsidiary provides such guarantee, such then that newly acquired or created Subsidiary, in the case of clause (i), will become a Guarantor, and in the case of clause (ii), such of the Non-Guarantor Restricted Subsidiaries will become a Guarantor as is necessary so that after giving effect to the issuance of such guarantees, the remaining Non-Guarantor Restricted Subsidiaries will have aggregate assets of less than US$3.0 million. In each case, such Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary in the form of Exhibit F hereto and (y) execute joinder agreements deliver to the Security Documents Trustee an Opinion of Counsel within 10 Business Days of the date on which it was acquired or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security Documents; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection withcreated, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, as the case may be, to the effect that such supplemental indenture has been duly authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary; provided, however, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in which case such Subsidiary shall accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries will not be required have to comply with the 60-day period in this Section 4.114.16.

Additional Subsidiary Guarantees. If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security DocumentsSubsidiary; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period in this Section 4.11.

Additional Subsidiary Guarantees. If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000750,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security DocumentsSubsidiary; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period in this Section 4.11.

Additional Subsidiary Guarantees. If the Issuer or any Wholly-Owned Subsidiary that is a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000, then, within 60 days after such Restricted Subsidiary provides such guaranteeguarantee (or such later date as agreed by the Trustee in its sole discretion), such newly acquired or created Restricted Subsidiary shall be required to (x) execute a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security DocumentsSubsidiary; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period in this Section 4.11.

Additional Subsidiary Guarantees. If (i) the Issuer Company or any Wholly-Owned Subsidiary that is a of its Restricted Subsidiary Subsidiaries acquires or creates another Wholly-Owned Subsidiary that is a North American Restricted Subsidiary (Subsidiary, other than a GuarantorNon-Guarantor Restricted Subsidiary, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of or (ii) the Issuer’s obligations under any Credit Facility (including the Senior Credit Facilities) with an aggregate principal or committed amount of at least $600,000,000assets held by all Non-Guarantor Restricted Subsidiaries exceeds US$3.0 million, then, within 60 days after such Restricted Subsidiary provides such guarantee, such then that newly acquired or created Subsidiary, in the case of clause (i), will become a Guarantor, and in the case of clause (ii), such of the Non-Guarantor Restricted Subsidiaries will become a Guarantor as is necessary so that after giving effect to the issuance of such guarantees, the remaining Non-Guarantor Restricted Subsidiaries will have aggregate assets of less than US$3.0 million. In each case, such Restricted Subsidiary shall be required to (x) execute a guarantee and supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary in the form of Exhibit E and (y) execute joinder agreements Exhibit F hereto and deliver to the Security Documents Trustee an Opinion of Counsel within 10 Business Days of the date on which it was acquired or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security Documents; provided that this Section 4.11 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection withcreated, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, as the case may be, to the effect that such supplemental indenture has been duly authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary; provided, however, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in which case such Subsidiary shall accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries will not be required have to comply with the 60-day period in this Section 4.114.16.

Additional Subsidiary Guarantees. If If, after the Issuer Issue Date, (a) the Company acquires or creates any Wholly-Owned Subsidiary that holds any Collateral Vessel or is an Internal Charterer or is otherwise a Restricted party to a Drilling Contract with respect to a Collateral Vessel (other than a Local Content Subsidiary), (b) any existing Subsidiary of the Company that is not already a Guarantor holds any Collateral Vessel or becomes party to a Drilling Contract with respect to a Collateral Vessel (other than a Local Content Subsidiary), (c) any Collateral Vessel-Owning Subsidiary acquires or creates another Whollyany Material Subsidiary or any Subsidiary of any Collateral Vessel-Owned Owning Subsidiary that is was not a Restricted Material Subsidiary subsequently becomes a Material Subsidiary (in each case, other than a Guarantor, a Foreign an Unrestricted Subsidiary or a Securitization Subsidiary) after the Issue Date that provides any such Subsidiary by which a guarantee would be prohibited by applicable law, for so long as such prohibitions are in effect) or (d) any Subsidiary of the Issuer’s obligations under any Company that is not already a Guarantor guarantees the Revolving Credit Facility Agreement Obligations or the Term Loan Obligations, then the Company will (including the Senior Credit Facilities1) with an aggregate principal or committed amount of at least $600,000,000, thencause such Subsidiary to, within 60 days after 20 Relevant Business Days of such Restricted Subsidiary provides such guaranteeevent, such newly acquired or created Restricted Subsidiary shall be required to (xA) execute and deliver to the Trustee a supplemental indenture substantially in the form of Annex A hereto pursuant to this Indenture providing for which such Subsidiary will become a Guarantee by such Restricted Subsidiary Guarantor and (yB) execute joinder agreements amendments to the Security Documents or new Security Documents providing for a pledge Collateral Agreements pursuant to which it will ▇▇▇▇▇ ▇ ▇▇▇▇ on any Collateral held by it in favor of its assets as the Collateral Agent, for the Notes benefit of the Secured Parties and take all actions become a Collateral Grantor thereunder and cause such Liens to be perfected as required by thereby, and (2) deliver to the Security Documents to perfect the Liens created by the Security Documents; provided that this Section 4.11 shall not be applicable to any guarantee Trustee one or more Officers’ Certificates and Opinions of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred Counsel in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period foregoing as specified in this Section 4.11Indenture.

Additional Subsidiary Guarantees. If (a) The Company covenants and agrees that, if at any time after the Issuer date hereof (i) any Subsidiary of the Company is incorporated, formed or acquired under the laws of Argentina, Brazil, Mexico Puerto Rico or Venezuela (provided such Venezuelan Subsidiary represents greater than 10% of Consolidated Adjusted EBITDA of the Company), other than an Unlevered Subsidiary, or (ii) any WhollyVenezuelan Subsidiary represents greater than 10% of Consolidated Adjusted EBITDA of the Company, and in respect to any such Subsidiary in clauses (i) and (ii), such Subsidiary is not prevented from becoming a Subsidiary Guarantor because of local laws or the existence of minority shareholders (a “Non-Owned Guarantor Restricted Subsidiary”), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to become a Subsidiary Guarantor on a general unsecured senior basis (promptly following the determination in accordance with the terms of this Indenture that such Subsidiary is a Restricted Subsidiary acquires or creates another Wholly-Owned Guarantor) by executing a supplemental indenture substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and to comply in all respects with the provisions of this Indenture and the Notes, as applicable; provided, however, that each Additional Subsidiary that is a Restricted Subsidiary (other than a Guarantor, a Foreign Subsidiary or a Securitization Subsidiary) after the Issue Date that provides a guarantee of the Issuer’s Guarantor will be automatically and unconditionally released and discharged from its obligations under any Credit Facility such additional note guarantee (including the Senior Credit Facilities“Additional Note Guarantee”) only in accordance with an aggregate principal or committed amount of at least $600,000,000, then, within 60 days after such Restricted Subsidiary provides such guarantee, such newly acquired or created Restricted Subsidiary Section 10.2; and provided further that no Officers’ Certificate shall be required solely pursuant to this Section 10.5(a) on the Issue Date. (xb) execute The Company shall notify, in accordance with Section 11.1, the Holders of any execution of a supplemental indenture pursuant to this Indenture providing for a Guarantee by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and take all actions required by the Security Documents to perfect the Liens created by the Security Documentsin accordance with Section 10.5(a); provided that no notice shall be required solely pursuant to this Section 4.11 shall not be applicable to any guarantee 10.5(b) as a result of the execution of any supplemental indenture pursuant to and in accordance with Section 10.5(a) on the Issue Date. (c) To the extent otherwise permitted under this Indenture, the Company may form, create or acquire new Subsidiaries under the laws of Argentina, Brazil, Mexico, Puerto Rico or Venezuela that may also be Non-Guarantor Restricted Subsidiaries, to the extent they are prevented by local law or the existence of minority shareholders from guaranteeing the Notes; provided that the Company provides the Trustee with an Officers’ Certificate certifying that such subsidiary is prevented by local law or the existence of minority shareholders from guaranteeing the Notes. If a Non-Guarantor Restricted Subsidiary that existed at is no longer prevented from guaranteeing the time Notes, the Company shall promptly cause such Person became a Non-Guarantor Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a GuarantorSubsidiary Guarantor by executing a supplemental indenture. Further, in which case to the extent a Subsidiary Guarantor is no longer able to guarantee the Notes because of local law, the Company shall be permitted to designate such Subsidiary shall not be required to comply Guarantor as a Non-Guarantor Restricted Subsidiary in accordance with the 60-day period in this Section 4.11terms hereof.