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.

Appears in 4 contracts

Samples: Indenture (Benefit Holding, Inc.), Indenture (Benefit Holding, Inc.), Indenture (Iqvia Holdings Inc.)

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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.

Appears in 3 contracts

Samples: Indenture (Quintiles IMS Holdings, Inc.), Indenture (Quintiles IMS Holdings, Inc.), Indenture (Quintiles IMS Holdings, Inc.)

Additional Subsidiary Guarantees. If any of the Issuer or any Wholly-Owned Subsidiary Issuer’s Restricted Subsidiaries that is not a Restricted Subsidiary acquires or creates another Wholly-Owned Subsidiary that is a Restricted Subsidiary (Guarantor other than a Guarantor, a Foreign Subsidiary incurs or guarantees any Indebtedness, then the Issuer shall cause such Restricted Subsidiary to become within 60 days a Securitization Subsidiary Guarantor; provided that any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, such transferee or acquired or other Restricted Subsidiary shall: (1) after execute and deliver to the Issue Date that provides Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under any Credit Facility the Notes and this Indenture on the terms set forth in this Indenture; and (including 2) deliver to the Senior Credit Facilities) with Trustee an aggregate principal or committed amount Opinion of at least $600,000,000, then, within 60 days after Counsel that 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 has been duly authorized, executed and delivered by such Restricted Subsidiary and (y) execute joinder agreements to the Security Documents or new Security Documents providing for constitutes a pledge legal, valid, binding and enforceable obligation 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 electThereafter, in its sole discretion, to cause any such Restricted Subsidiary that is not otherwise required to shall be a Subsidiary Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period in for all purposes of this Section 4.11Indenture.

Appears in 3 contracts

Samples: Indenture (Chaparral Energy, Inc.), Indenture (Chaparral Energy, Inc.), Indenture (Chaparral Energy, Inc.)

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.

Appears in 1 contract

Samples: Indenture (Ainsworth Lumber Co LTD)

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 xxxxx x Xxxx 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.

Appears in 1 contract

Samples: Indenture (Pacific Drilling S.A.)

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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.

Appears in 1 contract

Samples: Indenture (Iqvia Holdings Inc.)

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.

Appears in 1 contract

Samples: Indenture (Ainsworth Lumber Co LTD)

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.

Appears in 1 contract

Samples: Indenture (Iqvia Holdings Inc.)

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