Common use of GUARANTEES OF SECURITIES Clause in Contracts

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 61 SECTION 9.02. Execution and Delivery of Notation of Guarantees 63 SECTION 9.03. Guarantors May Consolidate, etc., on Certain Terms 63 SECTION 9.04. Luxembourg: Guarantee Limitation 64 SECTION 9.05. Releases 64 SECTION 9.06. Subordination Agreement 65 ARTICLE X REDEMPTION SECTION 10.01. Notices to Trustee 65 SECTION 10.02. Selection of Securities to be Redeemed 65 SECTION 10.03. Notices to Holders 66 SECTION 10.04. Effect of Notices of Redemption 67 SECTION 10.05. Deposit of Redemption Price 67 SECTION 10.06. Securities Redeemed in Part 67 SECTION 10.07. Optional Redemption 67 SECTION 10.08. Tax Redemption 68 ARTICLE XI MISCELLANEOUS SECTION 11.01. Reserved] 69 SECTION 11.02. Notices 69 SECTION 11.03. [Reserved] 70 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 70 SECTION 11.05. Statements Required in Certificate or Opinion 71 SECTION 11.06. Rules by Trustee and Agents 71 SECTION 11.07. Legal Holidays 71 SECTION 11.08. No Recourse Against Others 71 SECTION 11.09. Governing Law; Jury Trial Waiver 71 SECTION 11.10. Consent to Jurisdiction and Service of Process 72 SECTION 11.11. Waiver of Immunity 72 SECTION 11.12. Judgment Currency 72 SECTION 11.13. No Adverse Interpretation of Other Agreements 73 SECTION 11.14. Successors 73 SECTION 11.15. Severability 73 SECTION 11.16. Counterpart Originals 73 SECTION 11.17. U.S.A. Patriot Act 73 SECTION 11.18. Force Majeure 73 SECTION 11.19. Table of Contents, Headings, etc. 73 EXHIBITS EXHIBIT A Form of Security A-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of November 23, 2021, is among Nxxxxx Industries, Inc. a Delaware corporation (the “Company”), the Guarantors (as defined hereinafter) and Wilmington Trust, National Association, a national banking association as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined hereinafter) of $700,00,000 in aggregate principal amount of the Company’s 7.375% Senior Priority Guaranteed Notes due 2027 issued on the date hereof (the “Initial Securities”) and (ii) any Additional Securities (as defined herein) issued by the Company hereafter:

GUARANTEES OF SECURITIES. SECTION 9.01. Section 9.01 Unconditional Guarantees 61 SECTION 9.02. 58 Section 9.02 Limitation of Guarantor's Liability 60 Section 9.03 Contribution 60 Section 9.04 Execution and Delivery of Notation Guarantees 60 Section 9.05 Addition of Guarantees Guarantors 61 Section 9.06 Release of Guarantee 61 Section 9.07 Consent to Jurisdiction and Service of Process 62 Section 9.08 Waiver of Immunity 62 Section 9.09 Judgment Currency 63 SECTION 9.03. Guarantors May Consolidate, etc., on Certain Terms 63 SECTION 9.04. Luxembourg: Guarantee Limitation 64 SECTION 9.05. Releases 64 SECTION 9.06. Subordination Agreement 65 ARTICLE X REDEMPTION SECTION 10.01. Section 10.01 Notices to Trustee 65 SECTION 10.02. 63 Section 10.02 Selection of Securities to be Redeemed 65 SECTION 10.03. 63 Section 10.03 Notices to Holders 66 SECTION 10.04. 64 Section 10.04 Effect of Notices of Redemption 67 SECTION 10.05. 65 Section 10.05 Deposit of Redemption Price 67 SECTION 10.06. 65 Section 10.06 Securities Redeemed in Part 67 SECTION 10.07. 65 Section 10.07 Optional Redemption 67 SECTION 10.08. Tax Redemption 68 65 ARTICLE XI MISCELLANEOUS SECTION 11.01. Reserved] 69 SECTION 11.02. Section 11.01 Trust Indenture Act Controls 66 Section 11.02 Notices 69 SECTION 11.03. [Reserved] 70 SECTION 11.04. 66 Section 11.03 Communication by Holders with Other Holders 68 Section 11.04 Certificate and Opinion as to Conditions Precedent 70 SECTION 11.05. 68 Section 11.05 Statements Required in Certificate or Opinion 71 SECTION 11.06. 69 Section 11.06 Rules by Trustee and Agents 71 SECTION 11.07. 69 Section 11.07 Legal Holidays 71 SECTION 11.08. 69 Section 11.08 No Recourse Against Others 71 SECTION 11.09. 69 Section 11.09 Governing Law; Jury Trial Waiver 71 SECTION 11.10. Consent to Jurisdiction and Service of Process 72 SECTION 11.11. Waiver of Immunity 72 SECTION 11.12. Judgment Currency 72 SECTION 11.13. Law 70 Section 11.10 No Adverse Interpretation of Other Agreements 73 SECTION 11.14. 70 Section 11.11 Successors 73 SECTION 11.15. 70 Section 11.12 Severability 73 SECTION 11.16. 70 Section 11.13 Counterpart Originals 73 SECTION 11.17. U.S.A. Patriot Act 73 SECTION 11.18. Force Majeure 73 SECTION 11.19. 70 Section 11.14 Table of Contents, Headings, etc. 73 etc 70 EXHIBITS EXHIBIT A Form of 5-Year Security A-1 EXHIBIT B Form of Certificate of Transfer 10-Year Security B-1 EXHIBIT C Form of Certificate of Exchange Supplemental Indenture C-1 THIS INDENTURE Indenture dated as of November 23December 22, 20211998 between R&B Falcon Corporation, is among Nxxxxx Industries, Inc. a Delaware corporation (the “"Company”"), the Guarantors (as defined hereinafter) and Wilmington TrustChase Bank of Texas, National Association, a national banking association as trustee (the “"Trustee”"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined hereinafter) of $700,00,000 in aggregate principal amount of the Company’s 7.375's (i) 9-1/8% Series A Senior Priority Guaranteed Notes due 2027 issued on the date hereof 2003 (the “Initial "Series A 5-Year Securities”") and 9- 1/8% Series B Senior Notes due 2003 (the "Series B 5-Year Securities" and with the Series A 5-Year Securities, the "5-Year Securities") and (ii) any Additional 9- 1/2% Series A Senior Notes due 2008 (the "Series A 10-Year Securities") and 9-1/2% Series B Senior Notes due 2008 (the "Series B 10-Year Securities" and with the Series A 10-Year Securities, the "10-Year Securities"). The Series A 5-Year Securities (and the Series A 10-Year Securities are collectively referred to herein as defined herein) issued by the Company hereafter"Series A Securities", and the Series B 5-Year Securities and the Series B 10-Year Securities are collectively referred to herein as the "Series B Securities." In addition, each of the 5-Year Securities and the 10-Year Securities shall constitute a "series" of Securities:

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 61 58 SECTION 9.02. Execution and Delivery of Notation of Guarantees 63 SECTION 9.03. Guarantors May Consolidate, etc., on Certain Terms 63 SECTION 9.04. Luxembourg: Guarantee Limitation 64 SECTION 9.05. Releases 64 SECTION 9.06. Subordination Agreement 65 60 ARTICLE X REDEMPTION SECTION 10.01. Notices to Trustee 65 61 SECTION 10.02. Selection of Securities to be Redeemed 65 61 SECTION 10.03. Notices to Holders 66 Holders. 61 SECTION 10.04. Effect of Notices of Redemption 67 62 SECTION 10.05. Deposit of Redemption Price 67 62 SECTION 10.06. Securities Redeemed in Part 67 63 SECTION 10.07. Optional Redemption 67 SECTION 10.08. Tax Redemption 68 63 ARTICLE XI MISCELLANEOUS SECTION 11.01. Reserved] 69 Trust Indenture Act Controls 63 SECTION 11.02. Notices 69 63 SECTION 11.03. [Reserved] 70 Communication by Holders with Other Holders 64 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 70 64 SECTION 11.05. Statements Required in Certificate or Opinion 71 65 SECTION 11.06. Rules by Trustee and Agents 71 65 SECTION 11.07. Legal Holidays 71 65 SECTION 11.08. No Recourse Against Others 71 65 SECTION 11.09. Governing Law; Jury Trial Waiver 71 Law 65 SECTION 11.10. Consent to Jurisdiction and Service of Process 72 65 SECTION 11.11. Waiver of Immunity 72 66 SECTION 11.12. Judgment Currency 72 66 SECTION 11.13. No Adverse Interpretation of Other Agreements 73 66 SECTION 11.14. Successors 73 67 SECTION 11.15. Severability 73 67 SECTION 11.16. Counterpart Originals 73 67 SECTION 11.17. U.S.A. Patriot Act 73 SECTION 11.18. Force Majeure 73 SECTION 11.19. Table of Contents, Headings, etc. 73 etc 67 EXHIBITS EXHIBIT A Form of Security A-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of November 23January 12, 20212009, is among Nxxxxx Xxxxxx Industries, Inc. Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the Guarantors (as defined hereinafter) “Guarantor”), and Wilmington TrustXxxxx Fargo Bank, National Association, a national banking association association, as trustee (the “Trustee”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined hereinafter) of $700,00,000 in aggregate principal amount of the Company’s 7.3759.25% Senior Priority Guaranteed Notes due 2027 2019 issued on the date hereof (the “Initial Securities”) and (ii) ), the Holders of any Additional Securities (as defined herein) issued by hereafter and, if and when issued in exchange for the Company hereafter:Initial Securities or any Additional Securities as provided in a Registration Rights Agreement (as hereinafter defined), the Company’s Exchange Securities (as hereinafter defined):

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 61 59 SECTION 9.02. Execution and Delivery of Notation of Guarantees 63 SECTION 9.03. Guarantors May Consolidate, etc., on Certain Terms 63 SECTION 9.04. Luxembourg: Guarantee Limitation 64 SECTION 9.05. Releases 64 SECTION 9.06. Subordination Agreement 65 61 ARTICLE X REDEMPTION SECTION 10.01. Notices to Trustee 65 61 SECTION 10.02. Selection of Securities to be Redeemed 65 62 SECTION 10.03. Notices to Holders 66 62 SECTION 10.04. Effect of Notices of Redemption 67 63 SECTION 10.05. Deposit of Redemption Price 67 63 SECTION 10.06. Securities Redeemed in Part 67 64 SECTION 10.07. Optional Redemption 67 SECTION 10.08. Tax Redemption 68 64 ARTICLE XI MISCELLANEOUS SECTION 11.01. Reserved] 69 Trust Indenture Act Controls 64 SECTION 11.02. Notices 69 64 SECTION 11.03. [Reserved] 70 Communication by Holders with Other Holders 65 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 70 66 SECTION 11.05. Statements Required in Certificate or Opinion 71 66 SECTION 11.06. Rules by Trustee and Agents 71 66 SECTION 11.07. Legal Holidays 71 66 SECTION 11.08. No Recourse Against Others 71 66 SECTION 11.09. Governing Law; Jury Trial Waiver 71 67 SECTION 11.10. Consent to Jurisdiction and Service of Process 72 67 SECTION 11.11. Waiver of Immunity 72 67 SECTION 11.12. Judgment Currency 72 68 SECTION 11.13. No Adverse Interpretation of Other Agreements 73 68 SECTION 11.14. Successors 73 68 SECTION 11.15. Severability 73 68 SECTION 11.16. Counterpart Originals 73 68 SECTION 11.17. U.S.A. Patriot Act 73 68 SECTION 11.18. Force Majeure 73 68 SECTION 11.19. Table of Contents, Headings, etc. 73 69 EXHIBITS EXHIBIT A Form of Security Note A-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of November January 23, 20212018, is among Nxxxxx Xxxxxx Industries, Inc. Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the Guarantors (as defined hereinafter) and “Guarantor”), Wilmington Trust, National Association, a national banking association association, as trustee (the “Trustee”), and Citibank, N.A., a national banking association, as paying agent, registrar, securities custodian and authenticating agent (the “Securities Administrator”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined hereinafter) of (i) $700,00,000 800,000,000 in aggregate principal amount of the Company’s 7.3755.75% Senior Priority Guaranteed Notes due 2027 2025 issued on the date hereof (the “Initial Securities”) and ), (ii) any Additional Securities (as defined herein) issued by the Company hereafter:hereafter and (iv) if and when issued in exchange for the Initial Securities or any Additional Securities as provided in a Registration Rights Agreement (as hereinafter defined), the Company’s Exchange Securities (as hereinafter defined):

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 61 SECTION 9.02. Execution and Delivery of Notation of Guarantees 63 SECTION 9.03. Guarantors May Consolidate, etc., on Certain Terms 63 SECTION 9.04. Luxembourg: Guarantee Limitation 64 SECTION 9.05. Releases 64 SECTION 9.06. Subordination Agreement 65 ARTICLE X REDEMPTION SECTION 10.01. Notices to Trustee 65 63 SECTION 10.02. Selection of Securities to be Redeemed 65 63 SECTION 10.03. Notices to Holders 66 64 SECTION 10.04. Effect of Notices of Redemption 67 65 SECTION 10.05. Deposit of Redemption Price 67 65 SECTION 10.06. Securities Redeemed in Part 67 65 SECTION 10.07. Optional Redemption 67 SECTION 10.08. Tax Redemption 68 65 ARTICLE XI MISCELLANEOUS SECTION 11.01. Reserved] 69 Trust Indenture Act Controls 66 SECTION 11.02. Notices 69 66 SECTION 11.03. [Reserved] 70 Communication by Holders with Other Holders 67 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 70 67 SECTION 11.05. Statements Required in Certificate or Opinion 71 68 SECTION 11.06. Rules by Trustee and Agents 71 68 SECTION 11.07. Legal Holidays 71 68 SECTION 11.08. No Recourse Against Others 71 68 SECTION 11.09. Governing Law; Jury Trial Waiver 71 68 SECTION 11.10. Consent to Jurisdiction and Service of Process 72 69 SECTION 11.11. Waiver of Immunity 72 69 SECTION 11.12. Judgment Currency 72 69 SECTION 11.13. No Adverse Interpretation of Other Agreements 73 70 SECTION 11.14. Successors 73 70 SECTION 11.15. Severability 73 70 SECTION 11.16. Counterpart Originals 73 70 SECTION 11.17. U.S.A. Patriot Act 73 70 SECTION 11.18. Force Majeure 73 70 SECTION 11.19. Table of Contents, Headings, etc. 73 70 EXHIBITS EXHIBIT A A1 Form of Security A-1 2016 Note A1-1 EXHIBIT A2 Form of 2023 Note A2-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of November 23September 12, 20212013, is among Nxxxxx Xxxxxx Industries, Inc. Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the Guarantors (as defined hereinafter) and “Guarantor”), Wilmington Trust, National Association, a national banking association association, as trustee (the “Trustee”), and Citibank, N.A., a national banking association, as paying agent, registrar, securities custodian and authenticating agent (the “Securities Administrator”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders of the Company’s (as defined hereinafteri) of $700,00,000 350,000,000 in aggregate principal amount of the Company’s 7.3752.350% Senior Priority Guaranteed Notes due 2027 2016 issued on the date hereof (the “Initial 2016 Securities”) and ), (ii) $350,000,000 in aggregate principal amount of the Company’s 5.100% Senior Notes due 2023 also issued on the date hereof (the “Initial 2023 Securities” and, together with the Initial 2016 Securities, the “Initial Securities”), (iii) the Holders of any Additional Securities (as defined herein) issued by hereafter and (iv) if and when issued in exchange for the Company hereafter:Initial Securities or any Additional Securities as provided in a Registration Rights Agreement (as hereinafter defined), the Company’s Exchange Securities (as hereinafter defined):

GUARANTEES OF SECURITIES. SECTION 9.01. Unconditional Guarantees 61 59 SECTION 9.02. Execution and Delivery of Notation of Guarantees 63 SECTION 9.03. Guarantors May Consolidate, etc., on Certain Terms 63 SECTION 9.04. Luxembourg: Guarantee Limitation 64 SECTION 9.05. Releases 64 SECTION 9.06. Subordination Agreement 65 61 ARTICLE X REDEMPTION SECTION 10.01. Notices to Trustee 65 61 SECTION 10.02. Selection of Securities to be Redeemed 65 62 SECTION 10.03. Notices to Holders 66 62 SECTION 10.04. Effect of Notices of Redemption 67 63 SECTION 10.05. Deposit of Redemption Price 67 63 SECTION 10.06. Securities Redeemed in Part 67 63 SECTION 10.07. Optional Redemption 67 SECTION 10.08. Tax Redemption 68 63 ARTICLE XI MISCELLANEOUS SECTION 11.01. Reserved] 69 Trust Indenture Act Controls 64 SECTION 11.02. Notices 69 64 SECTION 11.03. [Reserved] 70 Communication by Holders with Other Holders 65 SECTION 11.04. Certificate and Opinion as to Conditions Precedent 70 65 SECTION 11.05. Statements Required in Certificate or Opinion 71 66 SECTION 11.06. Rules by Trustee and Agents 71 66 SECTION 11.07. Legal Holidays 71 66 SECTION 11.08. No Recourse Against Others 71 66 SECTION 11.09. Governing Law; Jury Trial Waiver 71 Law 66 SECTION 11.10. Consent to Jurisdiction and Service of Process 72 66 SECTION 11.11. Waiver of Immunity 72 67 SECTION 11.12. Judgment Currency 72 67 SECTION 11.13. No Adverse Interpretation of Other Agreements 73 67 SECTION 11.14. Successors 73 68 SECTION 11.15. Severability 73 68 SECTION 11.16. Counterpart Originals 73 68 SECTION 11.17. U.S.A. Patriot Act 73 68 SECTION 11.18. Force Majeure 73 68 SECTION 11.19. Table of Contents, Headings, etc. 73 etc 68 EXHIBITS EXHIBIT A Form of Security A-1 EXHIBIT B Form of Certificate of Transfer B-1 EXHIBIT C Form of Certificate of Exchange C-1 THIS INDENTURE dated as of November August 23, 20212011, is among Nxxxxx Xxxxxx Industries, Inc. Inc., a Delaware corporation (the “Company”), Xxxxxx Industries Ltd., a Bermuda exempted company (the Guarantors (as defined hereinafter) and “Guarantor”), Wilmington Trust, National Association, a national banking association association, as trustee (the “Trustee”), and Citibank, N.A., a national banking association, as paying agent, registrar, securities custodian and authenticating agent (the “Securities Administrator”). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined hereinafter) of $700,00,000 in aggregate principal amount of the Company’s 7.3754.625% Senior Priority Guaranteed Notes due 2027 2021 issued on the date hereof (the “Initial Securities”) and (ii) ), the Holders of any Additional Securities (as defined herein) issued by hereafter and, if and when issued in exchange for the Company hereafter:Initial Securities or any Additional Securities as provided in a Registration Rights Agreement (as hereinafter defined), the Company’s Exchange Securities (as hereinafter defined):