Common use of Guarantee Obligations Clause in Contracts

Guarantee Obligations. (a) RemainCo and SpinCo shall cooperate and SpinCo shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, terminate, or to cause SpinCo or its Subsidiaries (or Assets of SpinCo or its Subsidiaries) to be substituted in all respects for RemainCo and its Subsidiaries (and any Assets of RemainCo or any of its Subsidiaries) in respect of, all obligations of RemainCo or any of its Subsidiaries (or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiaries) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are in existence as of the Distribution Time. SpinCo shall indemnify and hold harmless the RemainCo Group from and against any Losses arising from or relating to RemainCo Guarantees for the SpinCo Business and neither RemainCo nor any of its Subsidiaries will have any obligation to renew any RemainCo Guarantees for the SpinCo Business after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCo, SpinCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which RemainCo or any of its Subsidiaries has given or issued any RemainCo Guarantees for the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business). To the extent that RemainCo or any of its Subsidiaries have obligations under any RemainCo Guarantees for the SpinCo Business, SpinCo will use its commercially reasonable efforts to (i) perform such obligations on behalf of RemainCo and its Subsidiaries or (ii) otherwise take such action as reasonably requested by RemainCo so as to put RemainCo and its Subsidiaries in the same position as if SpinCo, and not RemainCo and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurred, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCo, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries with respect to any such Scheduled RemainCo Guarantees for the SpinCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced. (b) SpinCo and RemainCo shall cooperate and RemainCo shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, terminate, or to cause RemainCo or its Subsidiaries (or Assets of RemainCo or its Subsidiaries) to be substituted in all respects for SpinCo and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) in respect of, all obligations of SpinCo or any of its Subsidiaries (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiaries) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution Time. RemainCo shall indemnify and hold harmless the SpinCo Group from and against any Losses arising from or relating to SpinCo Guarantees for the RemainCo Business and neither SpinCo nor any of its Subsidiaries will have any obligation to renew any SpinCo Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which SpinCo or any of its Subsidiaries has given or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business). To the extent that SpinCo or any of its Subsidiaries have obligations under any SpinCo Guarantees for the RemainCo Business, RemainCo will use its commercially reasonable efforts to (i) perform such obligations on behalf of SpinCo and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo so as to put SpinCo and its Subsidiaries in the same position as if RemainCo, and not SpinCo and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurred, then, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, RemainCo provides to SpinCo a valid, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCo, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced.

Guarantee Obligations. (a) RemainCo Pride and SpinCo Seahawk shall cooperate and SpinCo Seahawk shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, to terminate, or to cause SpinCo Seahawk, one of its Subsidiaries, or one of its Subsidiaries Affiliates (other than, if applicable, Pride or Assets any of SpinCo or its Subsidiaries) to be substituted in all respects for RemainCo Pride and its Subsidiaries (and any Assets of RemainCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of RemainCo Pride or any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiariesother than Surety Instruments governed by Section 6.7) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are in existence as of the Distribution TimeDate pertaining to the Seahawk Business for which Pride or any of its Subsidiaries is or may be liable as guarantor (“Pride Guarantees”). SpinCo If such a termination or substitution is not effected by the Distribution Date, (i) Seahawk shall indemnify and hold harmless the RemainCo Pride Group from and against for any Losses arising from or relating to RemainCo Pride Guarantees for and shall pay to Pride the SpinCo Business fees set forth on Schedule 6.8(a) with respect to such Pride Guarantees at the intervals specified therein, and (ii) neither RemainCo Pride nor any of its Subsidiaries will have any obligation to renew any RemainCo Pride Guarantees for the SpinCo Business after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCo, SpinCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which RemainCo or any of its Subsidiaries has given or issued any RemainCo Guarantees for the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business)Pride Guarantees. To the extent that RemainCo Pride or any of its Subsidiaries have performance obligations under any RemainCo Guarantees for the SpinCo BusinessPride Guarantee, SpinCo Seahawk will use its commercially reasonable efforts to (i) perform such obligations on behalf of RemainCo Pride and its Subsidiaries or (ii) otherwise take such action as reasonably requested by RemainCo Pride so as to put RemainCo Pride and its Subsidiaries in the same position as if SpinCoSeahawk, and not RemainCo Pride and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurred, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this This Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee shall not apply to any Pride Guarantees contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCo, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries with respect to any such Scheduled RemainCo Guarantees for the SpinCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replacedTax Support Agreement. (b) SpinCo Pride and RemainCo Seahawk shall cooperate and RemainCo Pride shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, to terminate, or to cause RemainCo Pride, one of its Subsidiaries, or one of its Subsidiaries Affiliates (other than, if applicable, Seahawk or Assets any of RemainCo or its Subsidiaries) to be substituted in all respects for SpinCo Seahawk and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of SpinCo Seahawk or any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiariesother than Surety Instruments governed by Section 6.7) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution TimeDate pertaining to the Pride Business for which Seahawk or any of its Subsidiaries is or may be liable as guarantor (“Seahawk Guarantees”). RemainCo If such a termination or substitution is not effected by the Distribution Date, (i) Pride shall indemnify and hold harmless the SpinCo Seahawk Group from and against for any Losses arising from or relating to SpinCo Seahawk Guarantees for and shall pay to Seahawk the RemainCo Business fees set forth on Schedule 6.8(b) with respect to such Seahawk Guarantees at the intervals specified therein, and (ii) neither SpinCo Seahawk nor any of its Subsidiaries will have any obligation to renew any SpinCo Seahawk Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which SpinCo or any of its Subsidiaries has given or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business)Seahawk Guarantees. To the extent that SpinCo Seahawk or any of its Subsidiaries have performance obligations under any SpinCo Guarantees for the RemainCo BusinessSeahawk Guarantee, RemainCo Pride will use its commercially its reasonable efforts to (i) perform such obligations on behalf of SpinCo Seahawk and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo Seahawk so as to put SpinCo Seahawk and its Subsidiaries in the same position as if RemainCoPride, and not SpinCo Seahawk and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurred, then, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, RemainCo provides to SpinCo a valid, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCo, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced.

Guarantee Obligations. (a) RemainCo Transocean and SpinCo TODCO shall cooperate and SpinCo TODCO shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, to terminate, or to cause SpinCo or its Subsidiaries (or Assets TODCO, one of SpinCo or its Subsidiaries) , or one of its Affiliates to be substituted in all respects for RemainCo Transocean and its Subsidiaries (and any Assets of RemainCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of RemainCo Transocean or any of its Subsidiaries under any loan, financing, lease, contract or other obligation (or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiariesother than Surety Instruments governed by Section 7.10) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are in existence as of the Distribution TimeIPO Closing Date pertaining to the TODCO Business for which Transocean or any of its Subsidiaries is or may be liable as guarantor ("Transocean Guarantees"). SpinCo If such a termination or substitution is not effected by the IPO Closing Date, (i) TODCO shall indemnify and hold harmless the RemainCo Transocean Group from and against for any Losses arising from or relating to RemainCo Guarantees for the SpinCo Business Transocean Guarantees, and (ii) neither RemainCo Transocean nor any of its Subsidiaries will have any obligation to renew any RemainCo Transocean Guarantees for the SpinCo Business after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCo, SpinCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which RemainCo or any of its Subsidiaries has given or issued any RemainCo Guarantees for the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business)Transocean Guarantees. To the extent that RemainCo Transocean or any of its Subsidiaries have performance obligations under any RemainCo Guarantees for the SpinCo BusinessTransocean Guarantee, SpinCo TODCO will use its commercially reasonable best efforts to (i) perform such obligations on behalf of RemainCo Transocean and its Subsidiaries or (ii) otherwise take such action as reasonably requested by RemainCo Transocean so as to put RemainCo Transocean and its Subsidiaries in the same position as if SpinCoTODCO, and not RemainCo Transocean and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurred, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCo, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries with respect to any such Scheduled RemainCo Guarantees for the SpinCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced. (b) SpinCo Transocean and RemainCo TODCO shall cooperate and RemainCo Transocean shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, to terminate, or to cause RemainCo or its Subsidiaries (or Assets Transocean, one of RemainCo or its Subsidiaries) , or one of its Affiliates to be substituted in all respects for SpinCo TODCO and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of SpinCo TODCO or any of its Subsidiaries under any loan, financing, lease, contract or other obligation (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiariesother than Surety Instruments governed by Section 7.10) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution TimeIPO Closing Date pertaining to the Transocean Business for which TODCO or any of its Subsidiaries is or may be liable as guarantor ("TODCO Guarantees"). RemainCo If such a termination or substitution is not effected by the IPO Closing Date, (i) Transocean shall indemnify and hold harmless the SpinCo TODCO Group from and against for any Losses arising from or relating to SpinCo Guarantees for the RemainCo Business TODCO Guarantees, and (ii) neither SpinCo TODCO nor any of its Subsidiaries will have any obligation to renew any SpinCo TODCO Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which SpinCo or any of its Subsidiaries has given or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business)TODCO Guarantees. To the extent that SpinCo TODCO or any of its Subsidiaries have performance obligations under any SpinCo Guarantees for the RemainCo BusinessTODCO Guarantee, RemainCo Transocean will use its commercially reasonable best efforts to (i) perform such obligations on behalf of SpinCo TODCO and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo TODCO so as to put SpinCo TODCO and its Subsidiaries in the same position as if RemainCoTransocean, and not SpinCo TODCO and its Subsidiaries, had performed or were performing such obligations. If . (c) To the above-described termination extent covenants and agreements contained in any loan or substitution credit agreement or other financing document in effect on the date of all this Agreement to which any member of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurredTransocean Group is a party require, thenor require such party to cause, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary any member of the Distribution Time ifTODCO Group to take or refrain from taking any action, within ten days after or provides for a default or event of default if any member of the TODCO Group takes or refrains from taking any action, such Change member of Controlthe TODCO Group shall at all times prior to the Reduced Ownership Date, RemainCo provides to SpinCo take or refrain from taking any such action as would result in a validbreach or violation of, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCodefault under, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replacedagreement.

Guarantee Obligations. (a) RemainCo KPMG and SpinCo Consulting shall cooperate and SpinCo Consulting shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, to terminate, or to cause SpinCo or its Consulting and/or one of the Transferred Subsidiaries (or Assets of SpinCo or its Subsidiaries) to be substituted in all respects for RemainCo and its Subsidiaries (and any Assets of RemainCo KPMG or any of its Subsidiaries) the Retained Subsidiaries in respect of, all obligations of RemainCo KPMG or any of its the Retained Subsidiaries (under any loan, financing, lease, contract or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiaries) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are other obligation in existence as of the Distribution TimeEffective Date pertaining to the Consulting Business for which KPMG or any of the Retained Subsidiaries is or may be liable, as guarantor, primary obligor or otherwise including, but not limited to, those set forth on Schedule 6.4(a), but excluding any real estate leases or Surety Bonds (collectively, the “KPMG Guarantees”). SpinCo If such a termination or substitution is not effected by the Effective Date, (i) Consulting shall indemnify and hold harmless the RemainCo Group from and against KPMG Indemnified Parties for any Claims or Losses arising from or relating to RemainCo Guarantees for the SpinCo Business KPMG Guarantees, and neither RemainCo nor (ii) from and after the Effective Date, Consulting shall not, and shall not permit any of this Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which KPMG or any Retained Subsidiary is or may be liable pursuant to a KPMG Guarantee. KPMG agrees that it shall notify Consulting in a timely manner of any changes to the KPMG Guarantees. To the extent that KPMG or the Retained Subsidiaries have performance obligations under any KPMG Guarantee, Consulting will have use its best efforts to (X) perform such obligations on behalf of KPMG and the Retained Subsidiaries or (Y) otherwise take such action as requested by KPMG so as to put KPMG and the Retained Subsidiaries in the same position as if Consulting, and not KPMG and the Retained Subsidiaries, had performed or were performing such obligations. (b) KPMG and Consulting shall cooperate and Consulting shall use its best efforts to terminate, or to cause Consulting and/or one of the Transferred Subsidiaries to be substituted in all respects for KPMG or any obligation of the Retained Subsidiaries in respect of all obligations of KPMG or any of the Retained Subsidiaries under any surety bond listed on Schedule 6.4(b) (the “Surety Bonds”); provided, however, that with respect to renew any RemainCo Guarantees Surety Bond, if the Parties mutually agree in writing, Consulting shall not be required to make any such effort. If such termination or substitution is not effected by the Effective Date, (i) Consulting shall indemnify and hold harmless the KPMG Indemnified Parties for any Claims or Losses arising from or relating to the SpinCo Business Surety Bonds, and (ii) from and after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCoEffective Date, SpinCo Consulting shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Partythird party, any loan, lease, Contract contract or other obligation in connection with for which RemainCo KPMG or any Retained Subsidiary is or may be liable pursuant to any Surety Bond. KPMG agrees that it shall notify Consulting in a timely manner of its Subsidiaries has given or issued any RemainCo Guarantees for changes to the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business)Surety Bonds. To the extent that RemainCo KPMG or any of its the Retained Subsidiaries have performance obligations under any RemainCo Guarantees for the SpinCo BusinessSurety Bond, SpinCo will Consulting shall use its commercially reasonable best efforts to (iX) perform such obligations on behalf of RemainCo KPMG and its the Retained Subsidiaries or (iiY) otherwise take such action as reasonably requested by RemainCo KPMG so as to put RemainCo KPMG and its the Retained Subsidiaries in the same position as if SpinCoConsulting, and not RemainCo KPMG and its the Retained Subsidiaries, had performed or were performing such obligations. If . (c) With respect to each KPMG Guarantee and Surety Bond which remains in effect after the above-described termination Effective Date, the Parties shall agree upon an appropriate fee to be paid by Consulting in consideration for such KPMG Guarantee or substitution Surety Bond remaining in effect (the “KPMG Guarantee Fee”). (d) Consulting agrees that it will not, without the express written consent of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurredKPMG, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, which consent may be withheld in the written opinion sole discretion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCoKPMG, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of enter into any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries agreement with respect to a merger, consolidation or amalgamation with, or sale of all or substantially all its assets, in one transaction or in a series of related transactions to, any third party, unless such Scheduled RemainCo Guarantees for the SpinCo Business. If, third party expressly agrees as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer a term of such indemnity bond fails for any reason agreement to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced. (b) SpinCo and RemainCo shall cooperate and RemainCo shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, terminate, or to cause RemainCo such third party or one of its Subsidiaries (or Assets of RemainCo or its Subsidiaries) Affiliates to be substituted in all respects for SpinCo and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) KPMG in respect of, all obligations of SpinCo KPMG or any of its the Retained Subsidiaries under the KPMG Guarantees, (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiariesii) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution Time. RemainCo shall indemnify and hold harmless the SpinCo Group from and against KPMG Indemnified Parties for any Claims or Losses arising from or relating to SpinCo Guarantees for the RemainCo Business KPMG Guarantees, (iii) assume or guarantee the payment to KPMG of any unpaid KPMG Guarantee Fee by Consulting or any successor to Consulting in accordance with Section 6.4(c) and neither SpinCo nor (iv) not, and to not permit Consulting or any of its Subsidiaries will have any obligation to renew any SpinCo Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries or Affiliates to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Partyanother third party, any loan, lease, Contract lease contract or other obligation in connection with for which SpinCo KPMG or any of its Subsidiaries has given Retained Subsidiary is or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such may be liable pursuant to a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo KPMG Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business). To the extent that SpinCo or any of its Subsidiaries have obligations under any SpinCo Guarantees for the RemainCo Business, RemainCo will use its commercially reasonable efforts to (i) perform such obligations on behalf of SpinCo and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo so as to put SpinCo and its Subsidiaries in the same position as if RemainCo, and not SpinCo and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurred, then, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, RemainCo provides to SpinCo a valid, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCo, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly termination or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replacedsubstitution.

Guarantee Obligations. (a) RemainCo and SpinCo shall cooperate and SpinCo shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, terminate, or to cause SpinCo or its Subsidiaries (or Assets of SpinCo or its Subsidiaries) to be substituted in all respects for RemainCo and its Subsidiaries (and any Assets of RemainCo or any of its Subsidiaries) in respect of, all obligations of RemainCo or any of its Subsidiaries (or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiaries) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are in existence as of the Distribution Time. SpinCo shall indemnify and hold harmless the RemainCo Group from and against any Losses arising from or relating to RemainCo Guarantees for the SpinCo Business and neither RemainCo nor any of its Subsidiaries will have any obligation to renew any RemainCo Guarantees for the SpinCo Business after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCo, SpinCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which RemainCo or any of its Subsidiaries has given or issued any RemainCo Guarantees for the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business). To the extent that RemainCo or any of its Subsidiaries have obligations under any RemainCo Guarantees for the SpinCo Business, SpinCo will use its commercially reasonable efforts to (i) perform such obligations on behalf of RemainCo and its Subsidiaries or (ii) otherwise take such action as reasonably requested by RemainCo so as to put RemainCo and its Subsidiaries in the same position as if SpinCo, and not RemainCo and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurred, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCo, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries with respect to any such Scheduled RemainCo Guarantees for the SpinCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced. (b) SpinCo and RemainCo shall cooperate and RemainCo shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, terminate, or to cause RemainCo or its Subsidiaries (or Assets of RemainCo or its Subsidiaries) to be substituted in all respects for SpinCo and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) in respect of, all obligations of SpinCo or any of its Subsidiaries (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiaries) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution Time. RemainCo shall indemnify and hold harmless the SpinCo Group from and against any Losses arising from or relating to SpinCo Guarantees for the RemainCo Business and neither SpinCo nor any of its Subsidiaries will have any obligation to renew any SpinCo Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which SpinCo or any of its Subsidiaries has given or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business). To the extent that SpinCo or any of its Subsidiaries have obligations under any SpinCo Guarantees for the RemainCo Business, RemainCo will use its commercially reasonable efforts to (i) perform such obligations on behalf of SpinCo and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo so as to put SpinCo and its Subsidiaries in the same position as if RemainCo, and not SpinCo and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurred, then, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, RemainCo provides to SpinCo a valid, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCo, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced.Applicable

Guarantee Obligations. (a) RemainCo Pride and SpinCo Seahawk shall cooperate and SpinCo Seahawk shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, to terminate, or to cause SpinCo Seahawk, one of its Subsidiaries, or one of its Subsidiaries Affiliates (other than, if applicable, Pride or Assets any of SpinCo or its Subsidiaries) to be substituted in all respects for RemainCo Pride and its Subsidiaries (and any Assets of RemainCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of RemainCo Pride or any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiariesother than Surety Instruments governed by Section 6.7) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are in existence as of the Distribution TimeDate pertaining to the Seahawk Business for which Pride or any of its Subsidiaries is or may be liable as guarantor (“Pride Guarantees”). SpinCo If such a termination or substitution is not effected by the Distribution Date, (i) Seahawk shall indemnify and hold harmless the RemainCo Pride Group from and against for any Losses arising from or relating to RemainCo Pride Guarantees for and shall pay to Pride the SpinCo Business fees set forth on Schedule 6.8(a) with respect to such Pride Guarantees at the intervals specified therein, and (ii) neither RemainCo Pride nor any of its Subsidiaries will have any obligation to renew any RemainCo Pride Guarantees for the SpinCo Business after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCo, SpinCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which RemainCo or any of its Subsidiaries has given or issued any RemainCo Guarantees for the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business)Pride Guarantees. To the extent that RemainCo Pride or any of its Subsidiaries have performance obligations under any RemainCo Guarantees for the SpinCo BusinessPride Guarantee, SpinCo Seahawk will use its commercially reasonable efforts to (i) perform such obligations on behalf of RemainCo Pride and its Subsidiaries or (ii) otherwise take such action as reasonably requested by RemainCo Pride so as to put RemainCo Pride and its Subsidiaries in the same position as if SpinCoSeahawk, and not RemainCo Pride and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurred, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCo, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries with respect to any such Scheduled RemainCo Guarantees for the SpinCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced. (b) SpinCo Pride and RemainCo Seahawk shall cooperate and RemainCo Pride shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, to terminate, or to cause RemainCo Pride, one of its Subsidiaries, or one of its Subsidiaries Affiliates (other than, if applicable, Seahawk or Assets any of RemainCo or its Subsidiaries) to be substituted in all respects for SpinCo Seahawk and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of SpinCo Seahawk or any of its Subsidiaries under any loan, financing, lease, Contract or other obligation (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiariesother than Surety Instruments governed by Section 6.7) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution TimeDate pertaining to the Pride Business for which Seahawk or any of its Subsidiaries is or may be liable as guarantor (“Seahawk Guarantees”). RemainCo If such a termination or substitution is not effected by the Distribution Date, (i) Pride shall indemnify and hold harmless the SpinCo Seahawk Group from and against for any Losses arising from or relating to SpinCo Seahawk Guarantees for and shall pay to Seahawk the RemainCo Business fees set forth on Schedule 6.8(b) with respect to such Seahawk Guarantees at the intervals specified therein, and (ii) neither SpinCo Seahawk nor any of its Subsidiaries will have any obligation to renew any SpinCo Seahawk Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which SpinCo or any of its Subsidiaries has given or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business)Seahawk Guarantees. To the extent that SpinCo Seahawk or any of its Subsidiaries have performance obligations under any SpinCo Guarantees for the RemainCo BusinessSeahawk Guarantee, RemainCo Pride will use its commercially its reasonable efforts to (i) perform such obligations on behalf of SpinCo Seahawk and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo Seahawk so as to put SpinCo Seahawk and its Subsidiaries in the same position as if RemainCoPride, and not SpinCo Seahawk and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurred, then, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, RemainCo provides to SpinCo a valid, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCo, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced.

Guarantee Obligations. (a) RemainCo Transocean and SpinCo TODCO shall cooperate and SpinCo TODCO shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, to terminate, or to cause SpinCo or its Subsidiaries (or Assets TODCO, one of SpinCo or its Subsidiaries) , or one of its Affiliates to be substituted in all respects for RemainCo Transocean and its Subsidiaries (and any Assets of RemainCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of RemainCo Transocean or any of its Subsidiaries under any loan, financing, lease, contract or other obligation (or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiariesother than Surety Instruments governed by Section 7.10) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are in existence as of the Distribution TimeIPO Closing Date pertaining to the TODCO Business for which Transocean or any of its Subsidiaries is or may be liable as guarantor, but excluding Shared Contracts ("Transocean Guarantees"). SpinCo If such a termination or substitution is not effected by the IPO Closing Date, (i) TODCO shall indemnify and hold harmless the RemainCo Transocean Group from and against for any Losses arising from or relating to RemainCo Guarantees for the SpinCo Business Transocean Guarantees, and (ii) neither RemainCo Transocean nor any of its Subsidiaries will have any obligation to renew any RemainCo Transocean Guarantees for the SpinCo Business after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCo, SpinCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which RemainCo or any of its Subsidiaries has given or issued any RemainCo Guarantees for the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business)Transocean Guarantees. To the extent that RemainCo Transocean or any of its Subsidiaries have performance obligations under any RemainCo Guarantees for the SpinCo BusinessTransocean Guarantee, SpinCo TODCO will use its commercially reasonable best efforts to (i) perform such obligations on behalf of RemainCo Transocean and its Subsidiaries or (ii) otherwise take such action as reasonably requested by RemainCo Transocean so as to put RemainCo Transocean and its Subsidiaries in the same position as if SpinCoTODCO, and not RemainCo Transocean and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurred, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCo, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries with respect to any such Scheduled RemainCo Guarantees for the SpinCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced. (b) SpinCo Transocean and RemainCo TODCO shall cooperate and RemainCo Transocean shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, to terminate, or to cause RemainCo or its Subsidiaries (or Assets Transocean, one of RemainCo or its Subsidiaries) , or one of its Affiliates to be substituted in all respects for SpinCo TODCO and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) Subsidiaries in respect of, all obligations of SpinCo TODCO or any of its Subsidiaries under any loan, financing, lease, contract or other obligation (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiariesother than Surety Instruments governed by Section 7.10) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution TimeIPO Closing Date pertaining to the Transocean Business for which TODCO or any of its Subsidiaries is or may be liable as guarantor, but excluding Shared Contracts ("TODCO Guarantees"). RemainCo If such a termination or substitution is not effected by the IPO Closing Date, (i) Transocean shall indemnify and hold harmless the SpinCo TODCO Group from and against for any Losses arising from or relating to SpinCo Guarantees for the RemainCo Business TODCO Guarantees, and (ii) neither SpinCo TODCO nor any of its Subsidiaries will have any obligation to renew any SpinCo TODCO Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which SpinCo or any of its Subsidiaries has given or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business)TODCO Guarantees. To the extent that SpinCo TODCO or any of its Subsidiaries have performance obligations under any SpinCo Guarantees for the RemainCo BusinessTODCO Guarantee, RemainCo Transocean will use its commercially reasonable best efforts to (i) perform such obligations on behalf of SpinCo TODCO and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo TODCO so as to put SpinCo TODCO and its Subsidiaries in the same position as if RemainCoTransocean, and not SpinCo TODCO and its Subsidiaries, had performed or were performing such obligations. If . (c) To the above-described termination extent covenants and agreements contained in any loan or substitution credit agreement or other financing document in effect on the date of all this Agreement to which any member of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurredTransocean Group is a party require, thenor require such party to cause, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary any member of the Distribution Time ifTODCO Group to take or refrain from taking any action, within ten days after or provides for a default or event of default if any member of the TODCO Group takes or refrains from taking any action, such Change member of Controlthe TODCO Group shall at all times prior to the Reduced Ownership Date, RemainCo provides to SpinCo take or refrain from taking any such action as would result in a validbreach or violation of, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCodefault under, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replacedagreement.

Guarantee Obligations. (a) RemainCo KPMG and SpinCo Consulting shall cooperate and SpinCo Consulting shall use its commercially reasonable best efforts to, as promptly as is reasonably practicable, to terminate, or to cause SpinCo or its Consulting and/or one of the Transferred Subsidiaries (or Assets of SpinCo or its Subsidiaries) to be substituted in all respects for RemainCo and its Subsidiaries (and any Assets of RemainCo KPMG or any of its Subsidiaries) the Retained Subsidiaries in respect of, all obligations of RemainCo KPMG or any of its the Retained Subsidiaries (under any loan, financing, lease, contract or encumbrances or restrictions on Assets of RemainCo or any of its Subsidiaries) under or in respect of the Scheduled RemainCo Guarantees for the SpinCo Business that are other obligation in existence as of the Distribution TimeEffective Date pertaining to the Consulting Business for which KPMG or any of the Retained Subsidiaries is or may be liable, as guarantor, primary obligor or otherwise including, but not limited to, those set forth on Schedule 6.4(a), but excluding any real estate leases or Surety Bonds (collectively, the "KPMG Guarantees"). SpinCo If such a termination or substitution is not effected by the Effective Date, (i) Consulting shall indemnify and hold harmless the RemainCo Group from and against KPMG Indemnified Parties for any Claims or Losses arising from or relating to RemainCo Guarantees for the SpinCo Business KPMG Guarantees, and neither RemainCo nor (ii) from and after the Effective Date, Consulting shall not, and shall not permit any of this Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a third party, any loan, lease, contract or other obligation for which KPMG or any Retained Subsidiary is or may be liable pursuant to a KPMG Guarantee. KPMG agrees that it shall notify Consulting in a timely manner of any changes to the KPMG Guarantees. To the extent that KPMG or the Retained Subsidiaries have performance obligations under any KPMG Guarantee, Consulting will have use its best efforts to (X) perform such obligations on behalf of KPMG and the Retained Subsidiaries or (Y) otherwise take such action as requested by KPMG so as to put KPMG and the Retained Subsidiaries in the same position as if Consulting, and not KPMG and the Retained Subsidiaries, had performed or were performing such obligations. (b) KPMG and Consulting shall cooperate and Consulting shall use its best efforts to terminate, or to cause Consulting and/or one of the Transferred Subsidiaries to be substituted in all respects for KPMG or any obligation of the Retained Subsidiaries in respect of all obligations of KPMG or any of the Retained Subsidiaries under any surety bond listed on Schedule 6.4(b) (the "Surety Bonds"); provided, however, that with respect to renew any RemainCo Guarantees Surety Bond, if the Parties mutually agree in writing, Consulting shall not be required to make any such effort. If such termination or substitution is not effected by the Effective Date, (i) Consulting shall indemnify and hold harmless the KPMG Indemnified Parties for any Claims or Losses arising from or relating to the SpinCo Business Surety Bonds, and (ii) from and after the expiration of such RemainCo Guarantees for the SpinCo Business. Without the prior written consent of RemainCoEffective Date, SpinCo Consulting shall not, and shall not permit any of its Subsidiaries to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Partythird party, any loan, lease, Contract contract or other obligation in connection with for which RemainCo KPMG or any Retained Subsidiary is or may be liable pursuant to any Surety Bond. KPMG agrees that it shall notify Consulting in a timely manner of its Subsidiaries has given or issued any RemainCo Guarantees for changes to the SpinCo Business. If the above-described termination or substitution of all of the Scheduled RemainCo Guarantees for the SpinCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled RemainCo Guarantees for the SpinCo Business for which such a termination or substitution has not been effected, SpinCo shall pay RemainCo a per annum fee, to compensate RemainCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled RemainCo Guarantees for the SpinCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled RemainCo Guarantee for the SpinCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled RemainCo Guarantee for the SpinCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled RemainCo Guarantee for the SpinCo Business)Surety Bonds. To the extent that RemainCo KPMG or any of its the Retained Subsidiaries have performance obligations under any RemainCo Guarantees for the SpinCo BusinessSurety Bond, SpinCo will Consulting shall use its commercially reasonable best efforts to (iX) perform such obligations on behalf of RemainCo KPMG and its the Retained Subsidiaries or (iiY) otherwise take such action as reasonably requested by RemainCo KPMG so as to put RemainCo KPMG and its the Retained Subsidiaries in the same position as if SpinCoConsulting, and not RemainCo KPMG and its the Retained Subsidiaries, had performed or were performing such obligations. If . (c) With respect to each KPMG Guarantee and Surety Bond which remains in effect after the above-described termination Effective Date, the Parties shall agree upon an appropriate fee to be paid by Consulting in consideration for such KPMG Guarantee or substitution Surety Bond remaining in effect (the "KPMG Guarantee Fee"). (d) Consulting agrees that it will not, without the express written consent of all of the Scheduled RemainCo Guarantees for the SpinCo Business has not theretofore occurredKPMG, then, within ten days after a Change of Control of SpinCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, SpinCo provides to RemainCo a valid, binding and enforceable guarantee, in favor of RemainCo, of SpinCo’s obligations under this Section 6.8(a) from the ultimate parent entity with control over SpinCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, which consent may be withheld in the written opinion sole discretion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to RemainCoKPMG, not lower than the Credit Quality of SpinCo immediately prior to such Change of Control)), SpinCo will cause Applicable Security Instruments for Guarantees to be issued to RemainCo (or, as applicable, the Subsidiaries of RemainCo that are directly or contingently liable with respect thereto) to provide, in each case, RemainCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of enter into any event giving rise to any payment obligation on the part of RemainCo or any of its Subsidiaries agreement with respect to a merger, consolidation or amalgamation with, or sale of all or substantially all its assets, in one transaction or in a series of related transactions to, any third party, unless such Scheduled RemainCo Guarantees for the SpinCo Business. If, third party expressly agrees as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled RemainCo Guarantee for the SpinCo Business and the issuer a term of such indemnity bond fails for any reason agreement to grant any annual rolling one-year extension through the PCG End Date, then SpinCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to RemainCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to RemainCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replaced. (b) SpinCo and RemainCo shall cooperate and RemainCo shall use its commercially reasonable efforts to, as promptly as is reasonably practicable, terminate, or to cause RemainCo such third party or one of its Subsidiaries (or Assets of RemainCo or its Subsidiaries) Affiliates to be substituted in all respects for SpinCo and its Subsidiaries (and any Assets of SpinCo or any of its Subsidiaries) KPMG in respect of, all obligations of SpinCo KPMG or any of its the Retained Subsidiaries under the KPMG Guarantees, (or encumbrances or restrictions on Assets of SpinCo or any of its Subsidiariesii) under or in respect of the Scheduled SpinCo Guarantees for the RemainCo Business that are in existence as of the Distribution Time. RemainCo shall indemnify and hold harmless the SpinCo Group from and against KPMG Indemnified Parties for any Claims or Losses arising from or relating to SpinCo Guarantees for the RemainCo Business KPMG Guarantees, (iii) assume or guarantee the payment to KPMG of any unpaid KPMG Guarantee Fee by Consulting or any successor to Consulting in accordance with Section 6.4(c) and neither SpinCo nor (iv) not, and to not permit Consulting or any of its Subsidiaries will have any obligation to renew any SpinCo Guarantees for the RemainCo Business after the expiration of such SpinCo Guarantees for the RemainCo Business. Without the prior written consent of SpinCo, RemainCo shall not, and shall not permit any of its Subsidiaries or Affiliates to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Partyanother third party, any loan, lease, Contract lease contract or other obligation in connection with for which SpinCo KPMG or any of its Subsidiaries has given Retained Subsidiary is or issued any SpinCo Guarantees for the RemainCo Business. If the above-described termination or substitution of all of the Scheduled SpinCo Guarantees for the RemainCo Business is not effected by the 24 month anniversary of the Distribution Time, then, for each of the Scheduled SpinCo Guarantees for the RemainCo Business for which such may be liable pursuant to a termination or substitution has not been effected, RemainCo shall pay SpinCo a per annum fee, to compensate SpinCo and its Subsidiaries for continuing to provide, from and after the 24 month anniversary of the Distribution Time, Scheduled SpinCo Guarantees for the RemainCo Business, in an amount equal to 0.225% of the Net Exposure for such Scheduled SpinCo KPMG Guarantee for the RemainCo Business (such fee to be paid quarterly in advance and to continue until the earlier of (i) the PCG End Date for such Scheduled SpinCo Guarantee for the RemainCo Business and (ii) the date on which such a termination or substitution has been effected for such Scheduled SpinCo Guarantee for the RemainCo Business). To the extent that SpinCo or any of its Subsidiaries have obligations under any SpinCo Guarantees for the RemainCo Business, RemainCo will use its commercially reasonable efforts to (i) perform such obligations on behalf of SpinCo and its Subsidiaries or (ii) otherwise take such action as reasonably requested by SpinCo so as to put SpinCo and its Subsidiaries in the same position as if RemainCo, and not SpinCo and its Subsidiaries, had performed or were performing such obligations. If the above-described termination or substitution of all of the Schedule SpinCo Guarantees for the RemainCo Business has not theretofore occurred, then, within ten days after a Change of Control of RemainCo (or, if later, on the 24 month anniversary of the Distribution Time if, within ten days after such Change of Control, RemainCo provides to SpinCo a valid, binding and enforceable guarantee, in favor of SpinCo, of RemainCo’s obligations under this Section 6.8(b) from the ultimate parent entity with control over RemainCo (provided that the Credit Quality of such ultimate parent entity, after providing the guarantee contemplated by this parenthetical, is, in the written opinion of a nationally recognized investment banking firm or a nationally recognized credit rating agency reasonably acceptable to SpinCo, not lower than the Credit Quality of RemainCo immediately prior to such Change of Control)), RemainCo will cause Applicable Security Instruments for Guarantees to be issued to SpinCo (or, as applicable, the Subsidiaries of SpinCo that are directly termination or contingently liable with respect thereto) to provide, in each case, SpinCo (or, as applicable, its Subsidiaries) with prompt cash reimbursement in the event of any event giving rise to any payment obligation on the part of SpinCo or any of its Subsidiaries with respect to any such Scheduled SpinCo Guarantees for the RemainCo Business. If, as contemplated by clause (ii)(B) of the definition of “Applicable Security Instruments for Guarantees,” any Applicable Security Instrument for Guarantees issued as contemplated by the immediately preceding sentence (or by this sentence) includes one or more indemnity bonds with an expiration date before the PCG End Date for the applicable Scheduled SpinCo Guarantee for the RemainCo Business and the issuer of such indemnity bond fails for any reason to grant any annual rolling one-year extensions through the PCG End Date, then RemainCo shall promptly, and before the expiration of any such indemnity bonds, cause to be issued in the place of each such indemnity bonds (i) new irrevocable standby letters of credit issued by one or more financial institutions reasonably acceptable to SpinCo, with the amounts of such letters of credit being, in the aggregate, not less than the amount of the indemnity bonds being replaced and with such letters of credit providing that they will remain in effect through the applicable PCG End Date (or, if they will not remain in effect through such date, that they may be drawn in full by the beneficiaries thereof if such letters of credit are not, prior to 15 days before such expiration or termination, replaced with other letters of credit meeting the qualifications of this clause (i) or extended) or (ii) indemnity bonds issued by one or more financial institutions or other issuers, and on terms and conditions, reasonably acceptable to SpinCo with (A) the expiration date of such bonds being no earlier than the earlier of (1) three years after the date such bonds are issued and, if the expiration date is before the PCG End Date, providing for annual one-year extensions and (2) the PCG End Date and (B) the amounts of such bonds being not less than the amount of the indemnity bonds being replacedsubstitution.