Common use of Limitation on Subsidiary Indebtedness Clause in Contracts

Limitation on Subsidiary Indebtedness. The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall Issuer will not, and will cause the Parent not to, permit any Subsidiary (which is not a Subsidiary Guarantor) to create, assume, incur or guarantee or otherwise be or become liable in respect of its Subsidiaries to Incur any Indebtedness, Indebtedness other than: (Aa) Indebtedness of any Subsidiaries outstanding as of the date of this Agreement and described on Schedule 5.15 hereto; (b) Indebtedness of any Person which becomes a Subsidiary of the Company consisting Parent, the Issuer or any Subsidiary after the date of Closing and which is outstanding on the date such Person becomes a Subsidiary (or such Person is at such time contractually bound, in writing to incur such Indebtedness); (c) any replacement, extension or renewal of any Indebtedness permitted by paragraphs (a) or (b) above (without increase in the principal amount thereof); (d) any Indebtedness of Subsidiaries owing to the Parent, the Issuer or any Subsidiary Guarantor; (e) any classification or reclassification of an obligation, including a lease, as debt as a result of a change or modification of an accounting principal or standard, including GAAP; (f) current liabilities incurred in the ordinary course of business but not incurred through (i) Guarantees by such Subsidiary the borrowing of Indebtedness of the Company under Credit Facilities money, or (ii) Liens granted by such Subsidiary the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (g) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, materials and supplies to secure such Guarantee the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 9.4; (h) Indebtedness in respect of judgments only to the extent, for the period and for an amount not resulting in an Event of Default; (i) endorsements for collection, deposit or such Indebtedness negotiation and warranties of the Companyproducts or services, in an aggregate principal amount each case incurred in the ordinary course of business; and (without duplication)j) Unsecured Indebtedness not otherwise permitted by the foregoing, when taken together with provided that after giving effect thereto the aggregate principal amount of all unpaid Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred permitted pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (Bj) only, no portion does not exceed 10% of Gross Asset Value determined as of the date of such Indebtedness is recourse to the Company creation, assumption, incurrence or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesguarantee.

Limitation on Subsidiary Indebtedness. The Company Borrower shall not permit any of its Subsidiaries Subsidiary to Incur create, incur, assume or suffer to exist any Indebtedness, Indebtedness other thanthan the following: (Aa) Indebtedness of the Borrower’s Subsidiaries listed on Schedule 7.06, any Subsidiary extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Company consisting of Effective Date; provided that (i) Guarantees by if such Subsidiary Indebtedness is an extension, renewal or refinancing of existing Indebtedness, the terms and conditions of any such extension, renewals or refinancings shall not increase the relative priority of such Indebtedness over the priority of the Company under Credit Facilities or original Indebtedness, and (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of in no event shall the Company, in an aggregate outstanding principal amount (without duplication), when taken together with of Indebtedness permitted by this Section 7.06(a) exceed the aggregate principal amount of the Indebtedness secured by Liens listed on Schedule 7.06 that is outstanding on the property or assets Effective Date (which includes capital stock) of the Company plus transaction costs, including premiums and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02fees, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lienrelated thereto); (Bb) Indebtedness of (i) any Designated Subsidiary (other than an Excluded Subsidiary) to the Borrower or any other Subsidiary (other than any Excluded Subsidiary), (ii) of any Excluded Subsidiary to any other Excluded Subsidiary, and (iii) to the extent permitted pursuant to Section 7.05(b), of any Excluded Subsidiary to the Borrower or any other Subsidiary; (c) in the case of any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Subsidiary Republic Insurance Entity, unsecured Indebtedness and Indebtedness secured directly or indirectly by the assets of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company Person or any of its other Subsidiaries;; and (Cd) Acquired Indebtedness; (D) other Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of Borrower’s Subsidiaries so long as the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum outstanding amount of Priority Indebtedness that may be Incurred pursuant to this Section 3.01 shall at any time does not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result exceed 15% of fluctuations in the exchange rates of currenciesConsolidated Tangible Assets.

Limitation on Subsidiary Indebtedness. The Company shall not permit Permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any Indebtedness, other thanexcept: (Aa) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other SubsidiariesSubsidiary; (Cb) Acquired IndebtednessIndebtedness of a Person (including, for the avoidance of doubt, each Person constituting the Kindred at Home Business) which becomes a Subsidiary after the date hereof, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses); provided that (i) such indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such Person by the Company, no Event of Default under subsection 8.1(a) or 8.1(f) shall have occurred and be continuing; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (Ec) Indebtedness of the Kindred Hospice and Community Care Business, which in the Company’s good faith determination is incurred in anticipation of a Kindred Hospice / Community Care Separation Transaction, and any Subsidiary refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses); and (d) additional Indebtedness of Subsidiaries of the Company issued not exceeding the greater of (i) $2,250,000,000 and (ii) 15% of Consolidated Net Worth as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in exchange foraccordance with the financial statements most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, or if prior to the net proceeds of which are used or will be used first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to extendsubsection 5.1(d)), refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, amount at anytime any one time outstanding, and any refinancings, refundings, renewals, amendments or extensions thereof that do not to exceed $250.0 million. The maximum increase the outstanding principal amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations thereof (other than increases in the exchange rates of currenciesprincipal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses).

Limitation on Subsidiary Indebtedness. The Company (a) TINC shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of TINC outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.06(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, TINC and the Subsidiaries of TINC; provided that (a) if the obligor on such intercompany loan or advance is the Company or a Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Notes Obligations; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, TINC or a Subsidiary of TINC and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, TINC or a Subsidiary of TINC, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into TINC or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) Indebtedness of Transocean Partners LLC and its Subsidiaries, so long as such Indebtedness does not provide for any recourse against any other Members of the Consolidated Group that is not Transocean Partners LLC or its Subsidiaries or against the respective assets of such other Members in respect of such Indebtedness; (9) Indebtedness of any 2023 Notes Subsidiary Guarantor that is subordinate in right of payment to the Company consisting “Securities Guarantee” (as defined in the 2023 Notes Indenture) of such 2023 Notes Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Rig (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Equity Interests of any entity whose assets consist primarily of Rigs and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any 2023 Notes Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness Incurred pursuant to Credit Facilities in an aggregate amount at any one time outstanding under this clause (12) not to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any Designated Subsidiary such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.06(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any Subsidiary scheduled amortization of such Designated Subsidiaryprincipal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased; provided that, with respect notwithstanding the foregoing, at no time shall the Company, the Collateral Rig Owner or the Collateral Rig Operator be permitted to this clause Incur Indebtedness other than pursuant to Section 4.05. (Bb) onlyIndebtedness permitted by Section 4.06(a) need not be permitted solely by reference to one provision of Section 4.06(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.06(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.06(a), no TINC shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.06(a). (Cc) Acquired Indebtedness; (DThe limitations on Subsidiary Indebtedness contained in Section 4.06(a) Indebtedness existing on shall only apply during such time as the Issue Date Securities are not rated Investment Grade by at least two of any Subsidiary three of the Company; (E) Indebtedness Xxxxx’x, S&P or Fitch and no Default or Event of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than: (Aa) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.024.09, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (Bb) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, ; provided that, with respect to this clause (Bb) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (Cc) Acquired Indebtedness; (Dd) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (Ee) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental the Indenture to be Incurred under clause (Cc) or (Dd) of this Section 3.01paragraph; or (Ff) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 250 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 4.08 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall will not at any time permit any of its Subsidiaries to Incur Subsidiary to, directly or indirectly, create, incur, guarantee, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, Indebtedness other than: (Aa) Indebtedness of a Subsidiary outstanding on the date hereof and listed in Schedule 5.15 and any extension, refinancing, renewal, replacement, defeasance or refund of such Indebtedness, provided that the principal amount (or accreted value, if applicable) thereof is not increased; (b) Indebtedness of a Person outstanding at the time such Person becomes a Subsidiary and any extension, refinancing, renewal, replacement, defeasance or refund of such Indebtedness, provided that the Company consisting of principal amount (or accreted value, if applicable) thereof is not increased and provided further that (i) Guarantees by such Indebtedness shall not have been incurred in contemplation of such Subsidiary of Indebtedness of the Company under Credit Facilities or becoming a Subsidiary and (ii) Liens granted by immediately before and after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist; (c) Indebtedness of a Subsidiary owed to secure such Guarantee the Company or such a Wholly-Owned Subsidiary; (d) Indebtedness of a Subsidiary that has entered into a Guaranty of the Company’s obligations under the Notes and this Agreement (i) reasonably satisfactory in form and substance to the Required Holders and (ii) as to which Guaranty the holders of outstanding Notes have received an opinion of independent counsel, in an form and substance satisfactory to them, as to the validity and enforceability of such Guaranty; (e) short-term Indebtedness incurred by CFS not exceeding $5 million in the aggregate at any time; (f) Indebtedness of Subsidiaries constituting short-term cash borrowings under special memorandum accounts not exceeding $2 million in the aggregate at any time; (g) repurchase obligations for underlying securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof), issued by any bank organized under the laws of the United States of America or any state thereof or the District of Columbia or any foreign jurisdiction having at the date of acquisition thereof combined capital and surplus of not less than $500 million; (h) Rate Hedging Obligations; (i) Indebtedness of a Subsidiary that is non-recourse to the Company or any other Subsidiary incurred in connection with the sale, disposition or transfer of any right to future fee payments and/or other revenue streams relating to the payment of advanced sales commissions; and (j) Indebtedness not otherwise permitted by paragraphs (a) through (i) of this Section 10.4, provided that the outstanding aggregate principal amount of all Indebtedness incurred pursuant to this paragraph (j) plus, (without duplication), when taken together with ) the outstanding aggregate principal amount of Indebtedness secured by Liens on the property or assets not permitted by paragraphs (which includes capital stocka) through (k) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, 10.5 does not to at any time exceed the Permitted Amount at the time greater of Incurrence of such Guarantee or Lien; (Bx) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) $15.0 million or (Dy) 25% of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesConsolidated Net Worth.

Limitation on Subsidiary Indebtedness. The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than: Table of Contents (Aa) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.024.09, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (Bb) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, ; provided that, with respect to this clause (Bb) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (Cc) Acquired Indebtedness; (Dd) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (Ee) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental the Indenture to be Incurred under clause (Cc) or (Dd) of this Section 3.01paragraph; or (Ff) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 250 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 4.08 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company Borrower shall not permit any of its Subsidiaries to Incur create, incur, assume, suffer to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness incurred pursuant to this Agreement; (b) so long as no Event of Default has occurred and is continuing at the time of the incurrence thereof or after giving effect thereto, Indebtedness consisting of Contingent Obligations in respect of obligations of other thanPersons; (c) Indebtedness outstanding on the Amended Facility Effective Date and, to the extent in an individual principal amount in excess of $10,000,000, listed on Schedule 7.03; (d) so long as no Event of Default has occurred and is continuing at the time of the incurrence thereof or after giving effect thereto, Indebtedness incurred in the ordinary course of business in connection with Capital Leases and purchase money Indebtedness. (Ae) obligations under Swap Contracts entered into for hedging purposes; (f) Indebtedness of any Subsidiary having a maturity of 92 days or less representing borrowings from a bank or banks with which the Company consisting Borrower or such Subsidiary has a depository relationship, which borrowings shall be fully secured by Cash Equivalents purchased by such Subsidiary with the proceeds of such borrowings; (i) Guarantees Indebtedness incurred by such any Subsidiary of Indebtedness of the Company under Credit Facilities or to fund an Acquisition and (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of a Person that becomes a Subsidiary after the CompanyAmended Facility Effective Date pursuant to an Acquisition, which Indebtedness existed prior to such Acquisition and was not created in an aggregate principal amount contemplation thereof; (without duplication)i) [reserved]; (j) so long as no Event of Default has occurred and is continuing at the time of incurrence thereof, when taken together with other secured or unsecured Indebtedness of any Subsidiary, provided the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stockexcluding Indebtedness of Strategic Investment Subsidiaries and their respective Subsidiaries permitted under Section 7.03(n)) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, shall not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness the incurrence of any Designated Subsidiary or thereof 10% of Net Worth as of the end of the fiscal quarter immediately preceding any Subsidiary such incurrence; (k) obligations consisting of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date guarantees of any Subsidiary of the Company; (E) Indebtedness of any insurance agents of an Insurance Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, amount not to exceed $250.0 million. The maximum amount at the time of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to the incurrence of any outstanding Indebtedness due solely to thereof 3% of Net Worth as of the result end of fluctuations in the exchange rates of currencies.fiscal quarter immediately preceding such incurrence;

Limitation on Subsidiary Indebtedness. The Company shall ViacomCBS will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by ViacomCBS or any of its Subsidiaries after the Company consisting Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary ViacomCBS or any of its Subsidiaries to ViacomCBS or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or any dividend (iiincluding a note payable dividend) Liens granted by such any Subsidiary to secure such Guarantee ViacomCBS or such any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower under this Agreement; (d) Indebtedness outstanding on the CompanyEffective Date and set forth on Schedule 5.6; (e) any replacement, in an renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (c) or set forth on Schedule 5.6 that does not exceed the aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); (f) Indebtedness incurred to finance the acquisition, when taken together construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets; provided, that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; and (g) Indebtedness incurred after the Effective Date; provided, that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1g), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (f) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (D) of this Section 3.01b), as applicable; or (F) Indebtedness in an aggregate principal amountprovided, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely prior to the result delivery of fluctuations any such financial statements, Consolidated Tangible Assets shall be measured by reference to the most recent financial statements referred to in the exchange rates of currenciesSection 3.3) and (ii) $1,000,000,000 at any time.

Limitation on Subsidiary Indebtedness. The Company shall Borrower will not permit any of its Subsidiaries to Incur any IndebtednessSubsidiaries, other than than the Guarantor Subsidiary, to create, incur, assume or suffer to exist any Indebtedness for borrowed money (A) Indebtedness which includes, for the purposes of this Section 9.6, any Subsidiary of the Company consisting of preferred stock), except (i) Guarantees by such Subsidiary Indebtedness for borrowed money of Indebtedness of the Company under Credit Facilities CBS Broadcasting Inc. outstanding on August 29, 1996 (but not any refinancing, refunding or other replacement thereof), (ii) Liens granted by such Subsidiary to secure such Guarantee or such Excluded Indebtedness, (iii) Indebtedness of the Companyfor borrowed money incurred on any date when, in an aggregate principal amount (without duplication)after giving effect thereto, when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred for borrowed money incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (Biii) onlythat is outstanding on such date (it being understood that, no portion for the purposes of this clause (iii), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed the EBIDT of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of 'EBIDT') for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness is recourse to the Company for borrowed money incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness for borrowed money incurred pursuant to this clause (iii) by Subsidiaries other than Infinity and its consolidated Subsidiaries;, provided that the aggregate outstanding principal amount of Indebtedness for borrowed money incurred pursuant to this clause (iii) by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 at any time, (iv) Indebtedness for borrowed money of Infinity and its Subsidiaries under the Infinity Credit Agreement up to an aggregate principal amount of $1,500,000,000 and the New Infinity Credit Agreement up to an aggregate principal amount of $2,000,000,000 and (v) unsecured Indebtedness for borrowed money incurred by Blockbuster Inc.." (Cl) Acquired Indebtedness;Section 9.7 of the Credit Agreement is hereby deleted in its entirety. (Dm) Indebtedness existing on the Issue Date of any Subsidiary Section 10.1(d) of the Company;Credit Agreement is hereby amended to read as follows: (Ed) Indebtedness The Borrower or any of its Subsidiaries shall fail to pay any Subsidiary of the Company issued in exchange forprincipal of, or the net proceeds of which are used premium or will be used to extendinterest on, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) any Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of $50,000,000 or more (excluding Indebtedness that may hereunder) of the Borrower or such Subsidiary, when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise); or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or to terminate any commitment to lend; or any such Indebtedness shall be Incurred pursuant to this Section 3.01 shall not be deemed declared to be exceeded due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof and, with respect to all of the foregoing, after the expiration of any outstanding applicable grace period or the giving of any required notice or both; provided, -------- however, that (i) no extension of any grace period applicable to any such ------- Indebtedness shall be taken into account for the purposes of this subsection (d) and (ii) this subclause (d) shall not apply to any provision that permits the holders, or a trustee on their behalf, to cause Indebtedness to become due solely prior to its stated maturity because of the failure to deliver to such holders or such trustee financial statements or certificates for any Subsidiary that is not required by law or regulation to file financial statements with the SEC, unless such Indebtedness has become due prior to its stated maturity as a result of fluctuations in the exchange rates of currencies.such failure); or"

Limitation on Subsidiary Indebtedness. The Company Issuer shall not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company Issuer consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company Issuer under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the CompanyIssuer, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company Issuer and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.026.2, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, ; provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company Issuer or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the CompanyIssuer; (E) Indebtedness of any Subsidiary of the Company Issuer issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01paragraph; or (F) Indebtedness in an aggregate principal amount, at anytime any time outstanding, not to exceed $250.0 100 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 6.1 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall not permit any of its the Subsidiaries of the Company to Incur create, incur, assume or suffer to exist any Indebtedness, other than (A) except: Indebtedness of any Subsidiary to the Company or any other Subsidiary; Indebtedness of a corporation which becomes a Subsidiary after the date hereof, provided that (i) such indebtedness existed at the time such corporation became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such corporation by the Company no Default or Event of Default shall have occurred and be continuing; or additional Indebtedness of Subsidiaries of the Company consisting not exceeding $125,000,000 in aggregate principal amount at any one time outstanding. . Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for: Liens, if any, securing the obligations of the Company under this Agreement and the Notes; Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Company or its Subsidiaries, as the case may be, in conformity with GAAP; carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings; pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation; deposits to secure the performance of bids, trade contracts (i) Guarantees by other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Company or such Subsidiary Subsidiary; Liens in existence on the Closing Date listed on Schedule V, securing Indebtedness in existence on the Closing Date, provided that no such Lien is spread to cover any additional property or any material improvements to the property listed on Schedule V after the Closing Date and that the amount of Indebtedness secured thereby is not increased; Liens securing Indebtedness of the Company under Credit Facilities and its Subsidiaries not prohibited hereunder incurred to finance the acquisition of fixed or capital assets, provided that (i) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital assets, (ii) such Liens granted do not at any time encumber any property other than the property financed by such Subsidiary to secure such Guarantee or such Indebtedness of and (iii) the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by any such Lien shall at no time exceed 80% of the original purchase price of such property; Liens on the property or assets of a corporation which becomes a Subsidiary after the date hereof, provided that (which includes capital stocki) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (ii) any such Lien is not spread to cover any other property or assets after the time such corporation becomes a Subsidiary and (iii) the amount of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiarysecured thereby, provided thatif any, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing not increased; Liens on the Issue Date Headquarters, Riverview Square, the Waterside Garage, the Green Bay Facility, the Clocktower Building and the Waterside Building; or Liens not otherwise permitted under this subsection 7.3 securing obligations in an aggregate amount not exceeding at any time 10% of any Subsidiary Consolidated Net Tangible Assets as at the end of the immediately preceding fiscal quarter of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall Viacom will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Company consisting Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or any dividend (iiincluding a note payable dividend) Liens granted by such any Subsidiary to secure such Guarantee Viacom or such any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower under this Agreement; (d) Indebtedness outstanding on the CompanyClosing Date and set forth on Schedule 5.6; (e) any replacement, in an renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (c) or set forth on Schedule 5.6 that does not exceed the aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and (f) Indebtedness incurred after the Closing Date; provided, when taken together with that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (f) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1f), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (e) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (D) of this Section 3.01b), as applicable; or (F) Indebtedness in an aggregate principal amountprovided, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely prior to the result delivery of fluctuations any such financial statements, Consolidated Tangible Assets shall be measured by reference to the most recent financial statements referred to in the exchange rates of currenciesSection 3.3) and (ii) $800,000,000 at any time.

Limitation on Subsidiary Indebtedness. The Company (i) TINC shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of TINC outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.06(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, TINC and the Subsidiaries of TINC; provided that (a) if the obligor on such intercompany loan or advance is the Company or a Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Notes Obligations; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, TINC or a Subsidiary of TINC and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, TINC or a Subsidiary of TINC, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into TINC or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) [Reserved]; (9) Indebtedness of any Priority Unsecured Notes Subsidiary Guarantor that is subordinate in right of payment to the “Securities Guarantee” (as defined in each of the Company consisting 2023 Notes Indenture and the 2026 Notes Indenture) of such Priority Unsecured Notes Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Rig (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Equity Interests of any entity whose assets consist primarily of Rigs and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any Priority Unsecured Notes Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness Incurred pursuant to Credit Facilities in an aggregate amount at any one time outstanding under this clause (12) not to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any Designated Subsidiary such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.06(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any Subsidiary scheduled amortization of such Designated Subsidiaryprincipal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased; provided that, with respect notwithstanding the foregoing, at no time shall the Company, the Collateral Rig Owners or the Collateral Rig Operator be permitted to this clause Incur Indebtedness other than pursuant to Section 4.05. (Bii) onlyIndebtedness permitted by Section 4.06(a) need not be permitted solely by reference to one provision of Section 4.06(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.06(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.06(a), no TINC shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.06(a). (Ciii) Acquired Indebtedness; (DThe limitations on Subsidiary Indebtedness contained in Section 4.06(a) Indebtedness existing on shall only apply during such time as the Issue Date Securities are not rated Investment Grade by at least two of any Subsidiary three of the Company; (E) Indebtedness Xxxxx’x, S&P or Fitch and no Default or Event of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. The Company shall CBS will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any Indebtedness (which includes, for the purposes of this Section 5.6, any preferred stock), except (i) Indebtedness of CBS Broadcasting Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6 (but not any refinancing, refunding or other replacement thereof), (ii) Excluded Indebtedness, other than (Aiii) Leveraged Spin-Off Indebtedness, (iv) Indebtedness of any Subsidiary of the Company consisting of Borrower under this Agreement, (iv) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Companyincurred on any date when, in an aggregate principal amount (without duplication)after giving effect thereto, when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (Bv) onlythat is outstanding on such date (it being understood that, no portion for the purposes of this clause (v), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed the greater of (x) $750,000,000 and (y) consolidated EBITDA of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness is recourse to the Company incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries; , provided that the aggregate outstanding principal amount of Indebtedness incurred pursuant to this clause (Cv) Acquired Indebtedness; by Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $300,000,000 at any time and (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (Evi) Indebtedness of any Subsidiary of Infinity and its Subsidiaries under the Company issued in exchange for, or the net proceeds of which are used or will be used Infinity Credit Agreement up to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.$1,500,000,000. 54 50

Limitation on Subsidiary Indebtedness. The Company shall will not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: (i) Indebtedness outstanding on the date hereof and disclosed in Schedule 7.12; provided that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (ii) Indebtedness in respect of unsecured surety bonds incurred in the ordinary course of business; (iii) Indebtedness of a Subsidiary owed to the Company or any Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (iv) Indebtedness under Covered Contracts; (v) Indebtedness of WBI Energy Transmission to the extent such Indebtedness does not exceed $500,000,000; (vi) Indebtedness of a Project Finance Subsidiary or Joint Venture for which neither the Company nor or any other Subsidiary (other than another Project Finance Subsidiary) has any liability (other than pursuant to Liens permitted by Section 7.01(n) or to the extent permitted by Section 7.04); and (vii) Indebtedness of a Subsidiary (other than a Project Finance Subsidiary) in addition to that otherwise permitted by the foregoing provisions of this Section 7.12; provided that on the date such Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any other Indebtedness, (A) no Default or Event of Default exists and (B) the total amount of all Indebtedness described in this clause (vii) outstanding does not exceed $50,000,000. For purposes of this Section 7.12, any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Indebtedness, and any Person extending, renewing or refunding any Indebtedness shall be deemed to have incurred such Indebtedness at the time of such extension, renewal or refunding. Notwithstanding any provision of this Agreement to the contrary, the Company will not at any time permit (a) the sum of (i) Guarantees the aggregate stated amount of all Letters of Credit issued jointly for the account of the Company and Centennial International plus (ii) the aggregate amount of all intercompany loans and other advances made by such the Company or any Subsidiary (other than any International Subsidiary) to the International Subsidiaries to at any time exceed $100,000,000 or (b) the aggregate outstanding principal amount of consolidated Indebtedness of the Company under Credit Facilities International Subsidiaries (including with respect to intercompany loans and advances (other than any loan or advance made by any International Subsidiary) and Letters of Credit) to exceed 10% of the result of (i) Consolidated Net Worth less (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness the aggregate book value of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or consolidated intangible assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall CBS will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Person which is acquired by CBS or any of its Subsidiaries after the Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (b) any Indebtedness owing by CBS or any of its Subsidiaries to CBS or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of any dividend (including a note payable dividend) by any Subsidiary to CBS or any of its other Subsidiaries); (c) Indebtedness of any Subsidiary of Borrower or CBS Operations under this Agreement; (d) Reserved; (e) Indebtedness outstanding on the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or Closing Date, with such Indebtedness outstanding as of March 31, 2016 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); (g) Indebtedness incurred to finance the acquisition, when taken together construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets; provided, that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (h) Indebtedness; provided, that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (h) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1h), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (g) inclusive) does not to exceed the Permitted Amount greater of (i) an aggregate principal amount in excess of 5% of Consolidated Tangible Assets (measured by reference to the then latest financial statements delivered pursuant to Section 5.1(a) or (b), as applicable) and (ii) $500,000,000 at the time of Incurrence of such Guarantee or Lien;any time; and (Bi) Indebtedness of any Designated Subsidiary incurred by SeparationCo or any Subsidiary of such Designated Subsidiary, its Subsidiaries; provided that, with respect to this clause (Bi) only, no portion of such Indebtedness is recourse incurred in contemplation of the consummation of the Separation (whether substantially simultaneously with, or in the reasonable judgment of the Borrower, within a reasonable time period prior to the Company Separation) or following the Separation, (ii) such Indebtedness is not guaranteed, directly or indirectly, by CBS or any of its Subsidiaries (other than SeparationCo and its Subsidiaries; ) and (Ciii) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date no Default or Event of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will Default shall have occurred and be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciescontinuing.

Limitation on Subsidiary Indebtedness. The Company (a) TINC shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness, Indebtedness other than: (A) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) existing Indebtedness of any Designated Subsidiary or any a Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing TINC outstanding on the Issue Date of any Subsidiary of the Company; (Eother than Indebtedness described in clauses (2) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause and (C) or (D13) of this Section 3.01; or4.06(a)); (F2) Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, TINC and the Subsidiaries of TINC; provided that (a) if the obligor on such intercompany loan or advance is the Company or a Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Notes Obligations; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, TINC or a Subsidiary of TINC and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, TINC or a Subsidiary of TINC, will be deemed, in each case, to constitute an aggregate principal amountIncurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); ​ (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, at anytime outstandingand (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $250.0 million. The maximum 300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into TINC or any other Member of the Consolidated Group and not Incurred in contemplation of such transaction, and extensions, renewals or Refinancings thereof that do not increase the amount of such Indebtedness that may be Incurred pursuant (other than amounts included to this Section 3.01 shall not be deemed to be exceeded pay costs of such extension, renewal or Refinancing); (7) Indebtedness (i) under Performance Guarantees and Performance Letters of Credit, and (ii) with respect to any outstanding Indebtedness due solely to the result letters of fluctuations credit issued in the exchange rates ordinary course of currencies.business;

Limitation on Subsidiary Indebtedness. The Company (a) TINC shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness, Indebtedness other than: (A1) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such existing Indebtedness of a Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing TINC outstanding on the Issue Date of any Subsidiary of the Company; (Eother than Indebtedness described in clauses (2) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause and (C) or (D13) of this Section 3.01; or4.06(a)) and (ii) Indebtedness that is repaid on or before the Escrow Release Date; (F2) Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, TINC and the Subsidiaries of TINC; provided that (a) if the obligor on such intercompany loan or advance is the Company or a Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Notes Obligations; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, TINC or a Subsidiary of TINC and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, TINC or a Subsidiary of TINC, will be deemed, in each case, to constitute an aggregate principal amountIncurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, at anytime outstandingand (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $250.0 million. The maximum 300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into TINC or any other Member of the Consolidated Group and not Incurred in contemplation of such transaction, and extensions, renewals or Refinancings thereof that do not increase the amount of such Indebtedness that may be Incurred pursuant (other than amounts included to this Section 3.01 shall not be deemed to be exceeded pay costs of such extension, renewal or Refinancing); (7) Indebtedness (i) under Performance Guarantees and Performance Letters of Credit, and (ii) with respect to any outstanding Indebtedness due solely to the result letters of fluctuations credit issued in the exchange rates ordinary course of currencies.business;

Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of the Company outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.04(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees (not including any Additional Securities or Guarantees thereof); (3) intercompany loans and advances between or among the Parent, the Company and the Subsidiaries of the Company; provided that (a) if the obligor on such intercompany loan or advance is a Subsidiary Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities Guarantee; and (b)(i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Parent, the Company or a Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent, the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) [Reserved]; (9) Indebtedness of any Subsidiary Guarantor that is subordinate in right of payment to the Company consisting Securities Guarantee of such Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Drilling Rig or Drillship (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Capital Stock of any entity whose assets consist primarily of Drilling Rigs and/or Drillships and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness of Incurred pursuant to Credit Facilities in an aggregate amount at any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to one time outstanding under this clause (B12) onlynot to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, no less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.04(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased. (b) Indebtedness permitted by Section 4.04(a) need not be permitted solely by reference to one provision of Section 4.04(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.04(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.04(a), the Company shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.04(a). (C) Acquired Indebtedness; (Dc) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Section 4.04(a) shall only apply during such time as the Securities are not rated Investment Grade by at least two of three of Mxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of the Company outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.04(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees (not including any Additional Securities or Guarantees thereof); (3) intercompany loans and advances between or among the Parent, the Company and the Subsidiaries of the Company; provided that (a) if the obligor on such intercompany loan or advance is a Subsidiary Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities Guarantee; and (b)(i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Parent, the Company or a Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent, the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) Indebtedness of Transocean Partners LLC and its Subsidiaries, so long as such Indebtedness does not provide for any recourse against any other Members of the Consolidated Group that is not Transocean Partners LLC or its Subsidiaries or against the respective assets of such other Members in respect of such Indebtedness; (9) Indebtedness of any Subsidiary Guarantor that is subordinate in right of payment to the Company consisting Securities Guarantee of such Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Drilling Rig or Drillship (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Capital Stock of any entity whose assets consist primarily of Drilling Rigs and/or Drillships and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness of Incurred pursuant to Credit Facilities in an aggregate amount at any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to one time outstanding under this clause (B12) onlynot to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, no less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.04(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased. (b) Indebtedness permitted by Section 4.04(a) need not be permitted solely by reference to one provision of Section 4.04(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.04(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.04(a), the Company shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.04(a). (C) Acquired Indebtedness; (Dc) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Section 4.04(a) shall only apply during such time as the Securities are not rated Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. The Company (a) TINC shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of TINC outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.06(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, TINC and the Subsidiaries of TINC; provided that (a) if the obligor on such intercompany loan or advance is the Company or a Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Notes Obligations; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, TINC or a Subsidiary of TINC and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, TINC or a Subsidiary of TINC, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into TINC or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) [RESERVED;] (9) Indebtedness of any Priority Unsecured Notes Subsidiary Guarantor that is subordinate in right of payment to the “Securities Guarantee” (as defined in each of the Company consisting 2023 Notes Indenture, the 2025 Notes Indenture and the 2026 Notes Indenture) of such Priority Unsecured Notes Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Rig (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Equity Interests of any entity whose assets consist primarily of Rigs and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any Priority Unsecured Notes Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness Incurred pursuant to Credit Facilities in an aggregate amount at any one time outstanding under this clause (12) not to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any Designated Subsidiary such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.06(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any Subsidiary scheduled amortization of such Designated Subsidiaryprincipal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased; provided that, with respect notwithstanding the foregoing, at no time shall the Company, the Collateral Rig Owners or the Collateral Rig Operator be permitted to this clause Incur Indebtedness other than pursuant to Section 4.05. (Bb) onlyIndebtedness permitted by Section 4.06(a) need not be permitted solely by reference to one provision of Section 4.06(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.06(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.06(a), no TINC shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.06(a). (Cc) Acquired Indebtedness; (DThe limitations on Subsidiary Indebtedness contained in Section 4.06(a) Indebtedness existing on shall only apply during such time as the Issue Date Securities are not rated Investment Grade by at least two of any Subsidiary three of the Company; (E) Indebtedness Xxxxx’x, S&P or Fitch and no Default or Event of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of the Company outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.04(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees (not including any Additional Securities or Guarantees thereof); (3) intercompany loans and advances between or among the Parent, the Company and the Subsidiaries of the Company; provided that (a) if the obligor on such intercompany loan or advance is a Subsidiary Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities Guarantee; and (b)(i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Parent, the Company or a Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent, the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) [Reserved]; (9) Indebtedness of any Subsidiary Guarantor that is subordinate in right of payment to the Company consisting Securities Guarantee of such Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Drilling Rig or Drillship (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Capital Stock of any entity whose assets consist primarily of Drilling Rigs and/or Drillships and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness of Incurred pursuant to Credit Facilities in an aggregate amount at any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to one time outstanding under this clause (B12) onlynot to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, no less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.04(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased. (b) Indebtedness permitted by Section 4.04(a) need not be permitted solely by reference to one provision of Section 4.04(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.04(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.04(a), the Company shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.04(a). (C) Acquired Indebtedness; (Dc) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Section 4.04(a) shall only apply during such time as the Securities are not rated Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. The Company shall not permit Permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any Indebtedness, other thanexcept: (Aa) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other SubsidiariesSubsidiary; (Cb) Acquired IndebtednessIndebtedness of a Person (including, for the avoidance of doubt, each Person constituting the Kindred at Home Business) which becomes a Subsidiary after May 28, 2021, and any refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses); provided that (i) such indebtedness existed at the time such Person became a Subsidiary and was not created in anticipation thereof and (ii) immediately before and after giving effect to the acquisition of such Person by the Company, no Event of Default under subsection 8.1(a) or 8.1(f) shall have occurred and be continuing; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (Ec) Indebtedness of the Kindred Hospice and Community Care Business, which in the Company’s good faith determination is incurred in anticipation of a Kindred Hospice / Community Care Separation Transaction, and any Subsidiary refinancings, refundings, renewals, amendments or extensions thereof that do not increase the outstanding principal amount thereof (other than increases in the principal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses); and (d) additional Indebtedness of Subsidiaries of the Company issued not exceeding the greater of (i) $2,250,000,000 and (ii) 15% of Consolidated Net Worth as of the date of incurrence (on a pro forma basis, for the avoidance of doubt, in exchange foraccordance with the financial statements most recently reported by the Company pursuant to subsection 6.4 on or prior to such date or, or if prior to the net proceeds of which are used or will be used first report under subsection 6.4, as reported in the most recent financial statements delivered pursuant to extendsubsection 5.1(d)), refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, amount at anytime any one time outstanding, and any refinancings, refundings, renewals, amendments or extensions thereof that do not to exceed $250.0 million. The maximum increase the outstanding principal amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations thereof (other than increases in the exchange rates of currenciesprincipal amount to cover accrued interest, fees, prepayment premiums and transaction fees and expenses).

Limitation on Subsidiary Indebtedness. The Company shall not No Joint Obligor will at any time permit any of its Subsidiaries to Incur any Indebtedness, (other than, in the case of any Joint Obligor) to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: (Aa) Indebtedness of any Subsidiary that is a Subsidiary Guarantor at the time of determination, provided that (1) in the Company consisting case of (iany Subsidiary that becomes a Subsidiary Guarantor after the Execution Date of this Agreement, the Joint Obligors shall have complied with the provisions of Section 5.01(xi) Guarantees by with respect to such Subsidiary of Indebtedness of the Company under Credit Facilities or Guarantor and (ii) Liens granted by such Subsidiary’s guaranty of the Guaranteed Obligations pursuant to ARTICLE VII is in full force and effect and secures the full amount of the Loan; (b) Indebtedness of a Subsidiary owed to a Joint Obligor; (c) Indebtedness of a Person outstanding at the time such Subsidiary becomes a Subsidiary, provided that (1) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary, (2) immediately prior to secure and after such Guarantee Subsidiary becomes a Subsidiary, no Default or Event of Default shall exist, (3) the principal amount of such Indebtedness shall not be increased, and (4) such Indebtedness shall cease to be permitted under this clause (c) on the 180th day after such Subsidiary becomes a Subsidiary; (d) Indebtedness of any Subsidiary set forth in Schedule 3.01(xiv) – Existing Indebtedness, existing as at the Execution Date (and any extension, renewal, or replacement of such Indebtedness, provided that the principal amount thereof is not increased above the amount outstanding at the time of the extension, renewal or replacement and is in any case no greater than the amount set forth on Schedule 3.01(xiv) – Existing Indebtedness); (e) Any Indebtedness secured in full by a letter of credit, bond, bank guarantee or bank indemnity; and (f) Indebtedness of a Subsidiary in addition to that otherwise permitted by the foregoing clauses (a) through (e), provided that the sum of (1) the aggregate outstanding principal amount of such Indebtedness of Subsidiaries under this clause (g) plus (2) the Company, in an aggregate outstanding principal amount of Indebtedness secured pursuant to Section 5.02(v) plus (without duplication), when taken together with 3) the aggregate outstanding principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stockliens under Section 5.02(k) shall not at any time exceed 10% of Consolidated Total Assets determined as of the Company and its Subsidiaries Incurred pursuant end of the then most recently ended annual fiscal period as provided in the audited financial statements for such period). Notwithstanding anything in this Agreement to the second sentence contrary, the Borrower at any time at its sole option may cause any Subsidiary that is not a Subsidiary Guarantor to become a Subsidiary Guarantor by executing and clause (1) delivering the documents required by this Agreement. For purposes of clarity, the provisions of this Section in no way limit the obligation of the first paragraph Joint Obligors to comply with the provisions of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D5.02(viii)(a) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesAgreement.

Limitation on Subsidiary Indebtedness. The Company shall not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or9 (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company Borrower ------------------------------------- shall not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist in any Indebtednessmanner any Indebtedness other than that outstanding on the date of this Agreement; provided, other thanthat nothing contained in this Section 6.4 shall -------- prohibit (Ai) any Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount Borrower outstanding at the time such Subsidiary becomes a Subsidiary of Incurrence the Borrower and not incurred in contemplation thereof, as long as the outstanding amount of the Indebtedness remains the sole obligation of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion and as long as the outstanding amount of such Indebtedness is recourse to not voluntarily increased by such Subsidiary after the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any date such Subsidiary becomes a Subsidiary of the Company; Borrower, (Eii) any Indebtedness of any Subsidiary of the Company issued in exchange forBorrower permitted under Section 6.7 hereof, (iii) any Indebtedness of any Subsidiary secured by a Permitted Lien, provided that such Indebtedness does not exceed the value of the assets or -------- property subject to such Permitted Lien, (iv) any Indebtedness owing directly or indirectly to the net proceeds Borrower or a Collateral Subsidiary by a Subsidiary of which are used or will be used to extendthe Borrower, refinance, renew, replace, defease or refund, other and (v) any Indebtedness that was not otherwise permitted by this Supplemental Indenture to be Incurred the foregoing clauses, provided that the aggregate amount at any time outstanding for all Subsidiaries of the Borrower of (A) such Indebtedness and (B) the Indebtedness incurred under the preceding clause (Ciii) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, shall not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies10,000,000.

Limitation on Subsidiary Indebtedness. The Company shall not at any time permit Total Subsidiary Indebtedness to exceed ten percent (10%) of Consolidated Indebtedness at such time. As used herein: Total Subsidiary Indebtedness -- means, at any of its Subsidiaries to Incur any Indebtedness, other thantime (without duplication), (Aa) the aggregate Indebtedness of all Subsidiaries outstanding at such time, plus (b) the aggregate amount of claims in respect of the redemption of, and accumulated unpaid dividends on, all preferred stock (and other equity Securities and all other Securities convertible into, exchangeable for, or representing the right to purchase, preferred stock) of all Subsidiaries outstanding at such time (whether or not any right of redemption or conversion is exercisable by the holder thereof at such time), determined, in each case, on a combined basis for such Persons, but excluding from such calculation (i) any such Indebtedness of any Subsidiary in respect of any Guaranty of the Notes provided pursuant to, and in accordance with the provisions of, Section 6.16 hereof, (ii) any such Indebtedness of any Subsidiary in respect of any Guaranty of any of the obligations of the Company consisting under (A) the Bank Credit Agreement and (B) any other primary Indebtedness of (i) Guarantees by the Company, so long as, in each such case, such Subsidiary has entered into a Guaranty of the obligations of the Company under the Notes and this Agreement, (iii) any such Indebtedness of any Subsidiary existing on the Closing Date which is described in Part 6.8(c) of Annex 4 hereto, and (iv) all such preferred stock and other equity Securities which are legally and beneficially owned by the Company. Consolidated Indebtedness -- means, at any time, the aggregate amount of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by and the Subsidiaries, determined on a consolidated basis for such Subsidiary to secure Persons at such Guarantee or such Indebtedness of the Company, time in an aggregate principal amount (without duplication), when taken together accordance with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesGAAP.

Limitation on Subsidiary Indebtedness. The Company shall CBS will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Person which is acquired by CBS or any of its Subsidiaries after the Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (b) any Indebtedness owing by CBS or any of its Subsidiaries to CBS or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of any dividend (including a note payable dividend) by any Subsidiary to CBS or any of its other Subsidiaries); (c) Indebtedness of any Subsidiary of Borrower or CBS Operations under this Agreement; (d) Reserved; (e) Indebtedness outstanding on the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or Closing Date, with such Indebtedness outstanding as of December 31, 2012 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); (g) Indebtedness incurred to finance the acquisition, when taken together construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets; provided, that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (h) Indebtedness; provided, that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (h) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1h), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (g) inclusive) does not to exceed the Permitted Amount greater of (i) an aggregate principal amount in excess of 5% of Consolidated Tangible Assets (measured by reference to the then latest financial statements delivered pursuant to Section 5.1(a) or (b), as applicable) and (ii) $500,000,000 at the time of Incurrence of such Guarantee or Lien;any time; and (Bi) Indebtedness of any Designated Subsidiary incurred by SeparationCo or any Subsidiary of such Designated Subsidiary, its Subsidiaries; provided that, with respect to this clause (Bi) only, no portion of such Indebtedness is recourse incurred in contemplation of the consummation of the Separation (whether substantially simultaneously with, or in the reasonable judgment of the Borrower, within a reasonable time period prior to the Company Separation) or following the Separation, (ii) such Indebtedness is not guaranteed, directly or indirectly, by CBS or any of its Subsidiaries (other than SeparationCo and its Subsidiaries; ) and (Ciii) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date no Default or Event of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will Default shall have occurred and be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciescontinuing.

Limitation on Subsidiary Indebtedness. The Company (a) TINC shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness, Indebtedness other than: (A) Indebtedness of any Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) existing Indebtedness of any Designated Subsidiary or any a Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing TINC outstanding on the Issue Date of any Subsidiary of the Company; (Eother than Indebtedness described in clauses (2) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause and (C) or (D13) of this Section 3.01; or4.06(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased; (F2) Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, TINC and the Subsidiaries of TINC; provided that (a) if the obligor on such intercompany loan or advance is the Company or a Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Notes Obligations; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, TINC or a Subsidiary of TINC and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, TINC or a Subsidiary of TINC, will be deemed, in each case, to constitute an aggregate principal amountincurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, at anytime outstandingand (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $250.0 million. The maximum 300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into TINC or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness that may be Incurred pursuant (other than amounts included to this Section 3.01 shall not be deemed to be exceeded pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to any outstanding Indebtedness due solely to the result letters of fluctuations credit issued in the exchange rates ordinary course of currencies.business; (8) [Reserved;]

Limitation on Subsidiary Indebtedness. The Company shall will not at any time permit any of its Subsidiaries Subsidiaries, directly or indirectly, to Incur create, incur, issue, assume or otherwise become liable with respect to any Indebtedness or Preferred Stock other than: (i) Indebtedness or Preferred Stock of any such Subsidiary outstanding on the Closing Date and listed on Annex 3 hereto, and the extension, renewal, or replacement of such Indebtedness or Preferred Stock so long as, (a) the principal amount of such Indebtedness or the aggregate liquidation value of such Preferred Stock, as the case may be, shall not be increased in excess of the amount of such Indebtedness, other thanor the aggregate liquidation value of such Preferred Stock, outstanding immediately prior to such extension, renewal or replacement, and (Ab) any covenants or restrictions applicable to such Subsidiary on account of such Indebtedness or Preferred Stock shall not be materially more onerous to such Subsidiary than the covenants or restrictions applicable to such Subsidiary on account of such Indebtedness or Preferred Stock prior to such extension, renewal or replacement; (ii) Indebtedness owing to, or Preferred Stock beneficially owned by, the Company or a Wholly-Owned Subsidiary, and (iii) Indebtedness or Preferred Stock of any such Subsidiary not otherwise permitted under clause (i) or clause (ii) of this paragraph 6F so long as immediately after giving effect to the incurrence of such Indebtedness or the issuance of such Preferred Stock and the concurrent retirement of other Indebtedness or Preferred Stock the sum of (a) the aggregate principal amount of all such newly incurred Indebtedness or the aggregate liquidation value of all such newly issued Preferred Stock, plus (b) the aggregate amount of all outstanding Indebtedness and the aggregate liquidation value of all outstanding Preferred Stock previously incurred or issued by all such Subsidiaries (other than any such Indebtedness or Preferred Stock owned by the Company or any Wholly-Owned Subsidiary), shall not exceed ten percent (10%) of Consolidated Net Worth at such time. In the event that there is any question as to whether the covenants and restrictions referred to in paragraph 6F(i)(b) shall be more onerous to any Subsidiary of the Company consisting of (i) Guarantees by than the covenants and restrictions applicable to such Subsidiary of Indebtedness prior to any extension, renewal or replacement referred to in such paragraph, the written determination of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will Required Holders shall be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesconclusive.

Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness, Indebtedness other than: (A1) existing Indebtedness of any a Subsidiary of the Company consisting outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.06(a)); (i2) Guarantees Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, the Company and the Subsidiaries of the Company; provided that (a) if the obligor on such intercompany loan or advance is a Guarantor then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Note Obligations and (b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, the Company or a Subsidiary of Indebtedness of the Company under Credit Facilities or and (ii) Liens granted by such Subsidiary to secure such Guarantee any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreement; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; ​ ​ (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group and not Incurred in contemplation of such transaction and extensions and renewals or Refinancing thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extensions and renewals or Refinancing); (7) Indebtedness (i) under Performance Guarantees and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) Indebtedness Incurred by any Existing Unsecured Notes Subsidiary Guarantor in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and at any one time outstanding under this clause (1) of the first paragraph of Section 3.02, 8) not to exceed the Permitted Amount greater of (x) $1.6 billion and (y) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B9) Indebtedness of any Designated Existing Unsecured Notes Subsidiary or Guarantor that is subordinate in right of payment to any Subsidiary applicable “Securities Guarantee” (as defined in each of the 2025 Notes Indenture, the 2026 Notes Indenture, the 2027 Notes Indenture, the 2025 Senior Guaranteed Exchangeable Bonds Indenture, the 2027 Senior Guaranteed Notes Indenture, the 2027 Senior Guaranteed Exchangeable Bonds Indenture and the 2029 Guaranteed Exchangeable Bonds Indenture) of such Designated SubsidiaryExisting Unsecured Notes Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Rig (including (i) the purchase of the Equity Interests of any entity whose assets consist primarily of Rigs and/or other assets related thereto and (ii) any Guarantees of the Revolving Credit Facility provided thatto permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, with respect at the time of or within 12 months after that event and the aggregate principal amount of such Indebtedness does not exceed 85% of the price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred by any Parent Company of any Existing Unsecured Notes Subsidiary Guarantor only for so long as (x) such Person is a Parent Company of any Existing Unsecured Notes Subsidiary Guarantor (including, as of the Issue Date, Transocean Holdings 1 Limited, Transocean Holdings 2 Limited or Transocean Holdings 3 Limited) and (y) such Indebtedness is unsecured; provided that if either (x) such Person ceases to be a Parent Company of such Existing Unsecured Notes Subsidiary Guarantor or (y) such Indebtedness is secured, such Indebtedness would need to be permitted under another clause of this Section 4.06(a) other than pursuant to this clause (B11) onlyor clause (13) below; (12) Indebtedness Incurred pursuant to Credit Facilities in an aggregate amount at any one time outstanding under this clause (12) not to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “Refinancing”) of Indebtedness Incurred pursuant to Section 4.06(a) (1), (2), (10) and this clause (13), provided, that: (i) such Refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such Refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any ​ scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness; provided that, notwithstanding the foregoing, at no time shall an Existing Collateral Rig Issuer, a Collateral Rig Owner or a Collateral Rig Operator be permitted to Incur Indebtedness other than pursuant to Section 4.05. (b) Indebtedness permitted by Section 4.06(a) need not be permitted solely by reference to one provision of Section 4.06(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.06(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.06(a), the Company shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.06(a). (Cc) Acquired Indebtedness; The limitations on Subsidiary Indebtedness contained in Section 4.06(a) shall be suspended during any such time as (Di) Indebtedness existing on the Issue Date Securities are rated Investment Grade by at least two of any Subsidiary three of Moody’s, S&P or Fitch and (ii) no Default or Event of Default has occurred and is continuing under this Indenture. The Trustee and the Collateral Agent shall have no obligation to (i) monitor the rating of the Company; Securities, (Eii) Indebtedness of any Subsidiary of independently determine or verify if the Company issued in exchange forforegoing events have occurred, or (iii) notify the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) Holders if the foregoing events have occurred or (Div) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to determine the result of fluctuations in the exchange rates of currenciesconsequences thereof.

Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur incur, directly or indirectly, any Indebtedness, Indebtedness other than: (A1) existing Indebtedness of a Subsidiary of the Company outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (11) of this Section 4.04); (2) Indebtedness represented by the Securities Guarantees (not including any Guarantees of Additional Securities); (3) intercompany loans and advances between or among the Parent Guarantor, the Company and the Subsidiaries of the Parent Guarantor; provided that (a) if the obligor on such intercompany loan or advance is a Subsidiary Guarantor and the obligee is not the Parent Guarantor, the Company or another Subsidiary Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities Guarantee; and (b)(i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Parent Guarantor, the Company or a Subsidiary of the Parent Guarantor and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent Guarantor, the Company or a Subsidiary of the Parent Guarantor, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $200,000,000 in the aggregate at any time outstanding; provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one Business Day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) Indebtedness of any Subsidiary Guarantor that is subordinate in right of payment to the Securities Guarantee of such Subsidiary Guarantor; (9) Indebtedness (and Guarantees thereof) incurred to finance all or any part of the Company consisting acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Principal Property (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Capital Stock of any entity whose assets consist primarily of Principal Property and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facilities provided to secure such Guarantee or permit the incurrence of such Indebtedness thereunder); provided that the Indebtedness was incurred prior to, at the time of or within one year after the later of the Companyacquisition, in an aggregate principal amount (without duplication)the completion of construction, when taken together with alteration, repair or improvement or the commencement of commercial operation thereof and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries Incurred pursuant to the second sentence and price of such acquisition, construction, alteration, repair or improvement; (10) Pari Passu Indebtedness incurred by any Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (110) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $750,000,000 and (ii) 7.25% of the Parent Guarantor’s Consolidated Net Tangible Assets measured at the time of Incurrence incurrence of any such Guarantee or LienIndebtedness and after giving effect to such incurrence; (B11) Indebtedness of incurred pursuant to Credit Facilities (and Guarantees thereof) in an aggregate amount at any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to one time outstanding under this clause (B11) onlynot to exceed the greater of (i) $1,801,500,000 and (ii) 15% of the Parent Guarantor’s Consolidated Net Tangible Assets, no measured at the time of incurrence of any such Indebtedness and after giving effect to such incurrence; (12) in addition to the items referred to in clauses (1) through (11) above, Indebtedness incurred by any Subsidiary (and Guarantees thereof) in an aggregate amount at any one time outstanding under this clause (12) not to exceed the greater of (i) $750,000,000 and (ii) 7.25% of the Parent Guarantor’s Consolidated Net Tangible Assets, less the total General Secured Debt outstanding at the time of such incurrence (without double-counting any Indebtedness incurred under this clause (12) that would also constitute General Secured Debt), measured at the time of incurrence of any such Indebtedness and after giving effect to such incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness incurred pursuant to Section 4.04(a) (1), (2), (9) and this clause (13) (including, in each case, Guarantees thereof); provided that (i) the aggregate principal amount of such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities set forth therein as the fixed date for final payment of principal (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the principal payments thereunder prior to the Maturity Date are not increased. (b) Indebtedness permitted by Section 4.04(a) need not be permitted solely by reference to one provision of Section 4.04(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.04(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.04(a), the Company shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.04(a). (Cc) Acquired Indebtedness; (DSection 4.04(a) Indebtedness existing on shall no longer apply following the Issue Date first date that the Securities have Investment Grade Ratings and no Default or Event of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of the Company outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.04(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees (not including any Additional Securities or Guarantees thereof); (3) intercompany loans and advances between or among the Parent, the Company and the Subsidiaries of the Company; provided that (a) if the obligor on such intercompany loan or advance is a Subsidiary Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities Guarantee; and (b)(i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Parent, the Company or a Subsidiary of the Company and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent, the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of Table of ContentsTable of Contents drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) Indebtedness of Transocean Partners LLC and its Subsidiaries, so long as such Indebtedness does not provide for any recourse against any other Members of the Consolidated Group that is not Transocean Partners LLC or its Subsidiaries or against the respective assets of such other Members in respect of such Indebtedness; (9) Indebtedness of any Subsidiary Guarantor that is subordinate in right of payment to the Company consisting Securities Guarantee of such Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Drilling Rig or Drillship (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Capital Stock of any entity whose assets consist primarily of Drilling Rigs and/or Drillships and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness of Incurred pursuant to Credit Facilities in an aggregate amount at any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to one time outstanding under this clause (B12) onlynot to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, no less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.04(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased. Table of ContentsTable of Contents (b) Indebtedness permitted by Section 4.04(a) need not be permitted solely by reference to one provision of Section 4.04(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.04(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.04(a), the Company shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) such Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount one of Indebtedness that may be Incurred pursuant to this such clauses of Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies4.04(a).

Limitation on Subsidiary Indebtedness. The Company shall will not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: (i) Indebtedness outstanding on the date hereof and disclosed in Schedule 7.12; provided that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (ii) Indebtedness in respect of unsecured surety bonds incurred in the ordinary course of business; (iii) Indebtedness of a Subsidiary owed to the Company or any Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (iv) Indebtedness under Covered Contracts; (v) Indebtedness of WBI Energy Transmission to the extent such Indebtedness does not exceed $500,000,000; (vi) Indebtedness of a Project Finance Subsidiary or Joint Venture for which neither the Company nor or any other Subsidiary (other than another Project Finance Subsidiary) has any liability (other than pursuant to Liens permitted by Section 7.01(n) or to the extent permitted by Section 7.04); and (vii) Indebtedness of a Subsidiary (other than a Project Finance Subsidiary) in addition to that otherwise permitted by the foregoing provisions of this Section 7.12; provided that on the date such Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any other Indebtedness, (A) no Default or Event of Default exists and (B) the total amount of all Indebtedness described in this clause (vii) outstanding does not exceed $50,000,000. For purposes of this Section 7.12, any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Indebtedness, and any Person extending, renewing or refunding any Indebtedness shall be deemed to have incurred such Indebtedness at the time of such extension, renewal or refunding. Notwithstanding any provision of this Agreement to the contrary, the Company will not at any time permit (a) the sum of (i) Guarantees the aggregate stated amount of all Letters of Credit issued jointly for the account of the Company and Centennial International plus (ii) the aggregate amount of all intercompany loans and other advances made by such the Company or any Subsidiary (other than any International Subsidiary) to the International Subsidiaries to at any time exceed $100,000,000 or (b) the aggregate outstanding principal amount of consolidated Indebtedness of the Company under Credit Facilities International Subsidiaries (including with respect to intercompany loans and advances (other than any loan or advance made by any International Subsidiary) and Letters of Credit) to exceed 10% of the result 721510353 03 59 of (i) Consolidated Net Worth less (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness the aggregate book value of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or consolidated intangible assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall not suffer or permit any of its Subsidiaries Foreign Obligor or any Subsidiary that is not a Loan Party to, create, incur, assume, suffer to Incur exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, other thanexcept: (Aa) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness incurred in the ordinary course of business in respect of (i) any surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature and (ii) workers’ compensation, social security, health, disability or other employee benefits or property, casualty or liability insurance; (c) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfers of funds; provided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (d) Indebtedness consisting of Contingent Obligations; (e) Indebtedness existing on the Closing Date and set forth in Schedule 7.05, and any Refinancing Indebtedness with respect thereto; (f) Indebtedness secured by Liens permitted by Section 7.01(j); (g) Intercompany Indebtedness; provided, however, that in the event of any subsequent issuance or transfer of any capital stock which results in the holder of such Indebtedness ceasing to be a Subsidiary of the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion subsequent transfer of such Indebtedness is recourse (other than to the Company or any of its other Subsidiaries) such Indebtedness shall be required to be permitted under another clause of this Section 7.05; (Ch) Acquired Indebtedness arising out of purchase price adjustments or similar obligations (including earnout obligations) and customary indemnification obligations incurred in connection with an Acquisition; (i) Indebtedness consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements, in each case, incurred in the ordinary course of business; (j) Indebtedness incurred pursuant to Section 8a of the German Old Age Employees Retirement Act (Altersteilzeitgesetz) or Section 7e of the Fourth Book of the German Social Code; (k) Receivables Facility Attributed Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (El) Indebtedness of a Person existing at the time such Person becomes a Subsidiary or is existing at the time such Person is merged into or consolidated with any Subsidiary or at the time of a sale, lease or other disposition of the Company issued properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Subsidiary and is assumed by such Subsidiary; provided that any Indebtedness was not incurred in exchange forcontemplation thereof, or as applicable; and (m) other Indebtedness, so long as, at the net proceeds time of which are used or will be used to extend, refinance, renew, replace, defease or refund, other incurrence of such Indebtedness (with any Indebtedness of a Loan Party that was permitted by this Supplemental Indenture ceases to be Incurred a Loan Party, including pursuant to Section 2.18(g), being deemed to have been incurred on the date of such cessation), after giving effect thereto and to the retirement of any Indebtedness which is concurrently being retired, the aggregate principal amount of all such Indebtedness outstanding under this clause (Cm) plus the aggregate principal amount (without duplication) of all Indebtedness for borrowed money secured by Liens (not including any such Indebtedness secured by Liens described in clauses (a) through (u) of Section 7.01) does not exceed the greater of (i) $535,000,000 and (ii) 15% of Consolidated Total Assets as appearing in the latest balance sheet delivered pursuant to Section 6.01(a) or (Db) of this Section 3.01; (or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely if prior to the result delivery of fluctuations in the exchange rates any such financial statements hereunder, as of currenciesMarch 31, 2019).

Limitation on Subsidiary Indebtedness. The Company shall Viacom will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Company consisting Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or any dividend (iiincluding a note payable dividend) Liens granted by such any Subsidiary to secure such Guarantee Viacom or such any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower under this Agreement; (d) Indebtedness (including backed-up commercial paper) existing at any time under the CompanyNew Viacom Term Loan Credit Agreement; (e) Indebtedness outstanding on the Closing Date and set forth on Schedule 5.6; (f) any replacement, in an renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and (g) Indebtedness incurred after the Closing Date; provided, when taken together with that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1g), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (f) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (D) of this Section 3.01b), as applicable; or (F) Indebtedness in an aggregate principal amountprovided, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely prior to the result delivery of fluctuations any such financial statements, Consolidated Tangible Assets shall be measured by reference to Viacom’s combined financial statements (presented on a carve-out basis) as of September 30, 2005 contained in the exchange rates of currenciesForm S-4) and (ii) $800,000,000 at any time.

Limitation on Subsidiary Indebtedness. The Company shall Viacom will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Company consisting Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or any dividend (iiincluding a note payable dividend) Liens granted by such any Subsidiary to secure such Guarantee Viacom or any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower or Viacom International under this Agreement; (d) Indebtedness (including backed-up commercial paper) existing at any time under the Existing $1.5 Billion Five-Year Credit Agreement; (e) Indebtedness outstanding on the Closing Date, with such Indebtedness outstanding as of September 30, 2003 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); (g) Indebtedness incurred after the Closing Date; provided, when taken together with that after giving effect thereto the aggregate principal amount of Indebtedness secured incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the purposes of this paragraph (g), the term “Indebtedness” does not include Indebtedness excepted by Liens on any of clauses (a) through (f) inclusive) does not exceed the property greater of (i) an aggregate principal amount in excess of 5% of Consolidated Tangible Assets (measured by reference to the then latest financial statements delivered pursuant to Section 5.1(a) or assets (which includes capital stockb), as applicable) and (ii) $800,000,000 at any time; and (h) Indebtedness of the Company Blockbuster Inc. and its Subsidiaries Incurred pursuant to incurred after the second sentence and clause (1) of Closing Date in contemplation of, or otherwise in connection with, the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated SubsidiaryBlockbuster Event, provided that, with respect to this clause (B) only, no portion of that such Indebtedness is shall be non-recourse to the Company or any of Viacom and its Subsidiaries (other than Blockbuster Inc. and its Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies).

Limitation on Subsidiary Indebtedness. The Company shall Viacom will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Company consisting Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or (ii) Liens granted a note payable dividend by such any Subsidiary to secure such Guarantee Viacom or any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower or Viacom International under this Agreement; (d) Indebtedness (including backed-up commercial paper) existing at any time under the Five-Year Credit Agreement or under the 364-Day Credit Agreement; (e) Indebtedness outstanding on the Closing Date, with such Indebtedness outstanding as of September 30, 2000 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and (g) Indebtedness incurred after the Closing Date; provided, when taken together with that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1g), the term "Indebtedness" does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (f) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (Db), as applicable) of this Section 3.01; or and (Fii) Indebtedness in an aggregate principal amount, $800,000,000 at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciestime.

Limitation on Subsidiary Indebtedness. The Company shall will not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: (i) Indebtedness outstanding on the date hereof and disclosed in Schedule 7.12; provided that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (ii) Indebtedness in respect of unsecured surety bonds incurred in the ordinary course of business; (iii) Indebtedness of a Subsidiary owed to the Company or any Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (iv) Indebtedness under Covered Contracts; (v) Indebtedness of Williston Basin to the extent such Indebtedness does not exceed $500,000,000; (vi) Indebtedness of a Project Finance Subsidiary or Joint Venture for which neither the Company nor or any other Subsidiary (other than another Project Finance Subsidiary) has any liability (other than pursuant to Liens permitted by Section 7.01(n) or to the extent permitted by Section 7.04); and (vii) Indebtedness of a Subsidiary (other than a Project Finance Subsidiary) in addition to that otherwise permitted by the foregoing provisions of this Section 7.12; provided that on the date such Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any other Indebtedness, (A) no Default or Event of Default exists and (B) the total amount of all Indebtedness described in this clause (vii) outstanding does not exceed $50,000,000. For purposes of this Section 7.12, any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Indebtedness, and any Person extending, renewing or refunding any Indebtedness shall be deemed to have incurred such Indebtedness at the time of such extension, renewal or refunding. Notwithstanding any provision of this Agreement to the contrary, the Company will not at any time permit (a) the sum of (i) Guarantees the aggregate stated amount of all Letters of Credit issued jointly for the account of the Company and Centennial International plus (ii) the aggregate amount of all intercompany loans and other advances made by such the Company or any Subsidiary (other than any International Subsidiary) to the International Subsidiaries to at any time exceed $100,000,000 or (b) the aggregate outstanding principal amount of consolidated Indebtedness of the Company under Credit Facilities International Subsidiaries (including with respect to intercompany loans and advances (other than any loan or advance made by any International Subsidiary) and Letters of Credit) to exceed 10% of the result 709152408 03173762 of (i) Consolidated Net Worth less (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness the aggregate book value of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or consolidated intangible assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company (a) TINC shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness other than: (1) existing Indebtedness of a Subsidiary of TINC outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.06(a)), and any subsequent extensions, renewals or refinancings thereof so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the maturity date of the Securities (the “Maturity Date”)), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, other thanand the payments thereunder prior to the Maturity Date are not increased; (A2) Indebtedness represented by the Securities or the Securities Guarantees; (3) intercompany loans and advances between or among Holdings, TINC and the Subsidiaries of TINC; provided that (a) if the obligor on such intercompany loan or advance is the Company or a Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Notes Obligations; and (b) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, TINC or a Subsidiary of TINC and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Holdings, TINC or a Subsidiary of TINC, will be deemed, in each case, to constitute an incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreements; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into TINC or any other Member of the Consolidated Group and not incurred in contemplation of such transaction, and extensions, renewals or refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such extension, renewal or refinancing); (7) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) [RESERVED;] (9) Indebtedness of any Priority Unsecured Notes Subsidiary Guarantor that is subordinate in right of payment to the “Securities Guarantee” (as defined in each of the Company consisting 2023 Notes Indenture, the 2025 Notes Indenture and the 2026 Notes Indenture) of such Priority Unsecured Notes Subsidiary Guarantor; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Rig (including (i) Guarantees by such Subsidiary of Indebtedness the purchase of the Company under Credit Facilities or Equity Interests of any entity whose assets consist primarily of Rigs and/or other assets related thereto and (ii) Liens granted by such Subsidiary any Guarantees of the Revolving Credit Facility provided to secure such Guarantee or permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of the Company, in an aggregate principal amount (without duplication), when taken together with or within 12 months after that event and the aggregate principal amount of such Indebtedness secured by Liens on the property or assets (which includes capital stock) does not exceed 85% of the Company and its Subsidiaries price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred pursuant to the second sentence and by any Priority Unsecured Notes Subsidiary Guarantor in an aggregate amount at any one time outstanding under this clause (111) of the first paragraph of Section 3.02, not to exceed the Permitted Amount greater of (i) $2.25 billion and (ii) 10.0% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or LienIndebtedness and after giving effect to such Incurrence; (B12) Indebtedness Incurred pursuant to Credit Facilities in an aggregate amount at any one time outstanding under this clause (12) not to exceed the greater of (i) $2.4 billion and (ii) 10.0% of Consolidated Net Tangible Assets, less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any Designated Subsidiary such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “refinancing”) of Indebtedness Incurred pursuant to Section 4.06(a) (1), (2), (10) and this clause (13), provided, that (i) such refinancing Indebtedness will not exceed the principal amount of Indebtedness so refinanced plus an amount necessary to pay fees and expenses, including premiums, related to such refinancing and (ii) the scheduled maturity date thereof is not shortened (except to the extent such shortened maturity date is subsequent to the Maturity Date), any Subsidiary scheduled amortization of such Designated Subsidiaryprincipal thereunder prior to the Maturity Date is not shortened, the interest rate per annum applicable thereto is not increased above the then prevailing market rates of interest for similar Indebtedness, and the payments thereunder prior to the Maturity Date are not increased; provided that, with respect notwithstanding the foregoing, at no time shall the Company, the Collateral Rig Owner or the Collateral Rig Operator be permitted to this clause Incur Indebtedness other than pursuant to Section 4.05. (Bb) onlyIndebtedness permitted by Section 4.06(a) need not be permitted solely by reference to one provision of Section 4.06(a) permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of Section 4.06(a) permitting such Indebtedness. In the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.06(a), no TINC shall be permitted, in its sole discretion, to divide, classify or reclassify all or a portion of such item of Indebtedness is recourse and only be required to include the Company or any amount of its other Subsidiaries;such Indebtedness in one of such clauses of Section 4.06(a). (Cc) Acquired Indebtedness; (DThe limitations on Subsidiary Indebtedness contained in Section 4.06(a) Indebtedness existing on shall only apply during such time as the Issue Date Securities are not rated Investment Grade by at least two of any Subsidiary three of the Company; (E) Indebtedness Xxxxx’x, S&P or Fitch and no Default or Event of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by Default has occurred and is continuing under this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesIndenture.

Limitation on Subsidiary Indebtedness. The Company shall Viacom will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Company consisting Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or any dividend (iiincluding a note payable dividend) Liens granted by such any Subsidiary to secure such Guarantee Viacom or such any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower under this Agreement; (d) Indebtedness (including backed-up commercial paper) existing at any time under the CompanyNew Viacom Credit Agreement; (e) Indebtedness outstanding on the Closing Date and set forth on Schedule 5.6; (f) any replacement, in an renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and (g) Indebtedness incurred after the Closing Date; provided, when taken together with that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1g), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (f) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (D) of this Section 3.01b), as applicable; or (F) Indebtedness in an aggregate principal amountprovided, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely prior to the result delivery of fluctuations any such financial statements, Consolidated Tangible Assets shall be measured by reference to Viacom’s combined financial statements (presented on a carve-out basis) as of September 30, 2005 contained in the exchange rates of currencies.Form S-4) and (ii) $800,000,000 at any time. NY nv-6billion -credit.htm i

Limitation on Subsidiary Indebtedness. The Company shall Borrower will not permit any of its Subsidiaries Subsidiary directly or indirectly, to, create, incur, assume or otherwise become liable with respect to Incur any Indebtedness, Indebtedness or Preferred Stock other than: (Aa) Indebtedness or Preferred Stock of any Subsidiary existing as of the Company consisting date hereof and set forth in SCHEDULE 6.01 and extensions, renewals and replacements of any such Indebtedness or Preferred Stock so long as: (i) Guarantees by the principal amount of such Indebtedness or the aggregate liquidation value of such Preferred Stock, as the case may be, shall not be increased in excess of the amount of such Indebtedness or restrictions applicable to such Subsidiary on account of such Indebtedness of the Company under Credit Facilities or Preferred Stock, outstanding immediately prior to such extension, renewal or replacement; and (ii) Liens granted by any covenants or restrictions applicable to such Subsidiary to secure such Guarantee or on account of such Indebtedness or Preferred Stock shall not be materially more onerous to such Subsidiary than the covenants or restrictions applicable to such Subsidiary on account of such Indebtedness or Preferred Stock prior to such extensions, renewal or replacement; (b) Subject to the Companylimitations imposed pursuant to SECTION 6.04, in an aggregate principal amount Indebtedness owing to, or Preferred Stock beneficially owned by the Borrower or a Wholly-Owned Subsidiary; and (without duplication)c) Subject to the limitations imposed pursuant to SECTION 6.04, when taken together with additional Indebtedness or Preferred Stock of any such Subsidiary not otherwise permitted under PARAGRAPHS (a) AND (b) of this SECTION 6.01 so long as immediately after giving effect to the incurrence of such additional Indebtedness or the issuance of such additional Preferred Stock and the concurrent retirement of other Indebtedness or Preferred Stock the sum of: (i) the aggregate principal amount of all such newly incurred Indebtedness secured by Liens on or the property or assets aggregate liquidation value of all such newly issued Preferred Stock, PLUS, (which includes capital stockii) the aggregate amount of all outstanding Indebtedness, and the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) aggregate liquidation value of the first paragraph of Section 3.02all outstanding Preferred Stock, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; permitted under PARAGRAPHS (Ba) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause AND (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (Db) of this Section 3.01; or that was previously incurred or issued by all such Subsidiaries (F) other than any such Indebtedness in an aggregate principal amountor Preferred Stock owned by the Borrower or Wholly-Owned Subsidiary), at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result exceed ten percent (10%) of fluctuations in the exchange rates of currenciesConsolidated Net Worth at such time.

Limitation on Subsidiary Indebtedness. The Company shall Viacom will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Company consisting Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or (ii) Liens granted a note payable dividend by such any Subsidiary to secure such Guarantee Viacom or any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower or Viacom International under this Agreement; (d) Indebtedness (including backed-up commercial paper) existing at any time under the 364-Day Credit Agreement or under the Existing Infinity Credit Agreement; (e) Indebtedness outstanding on the Closing Date, with such Indebtedness outstanding as of September 30, 2000 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and (g) Indebtedness incurred after the Closing Date; provided, when taken together with that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1g), the term "Indebtedness" does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (f) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (Db), as applicable) of this Section 3.01; or and (Fii) Indebtedness in an aggregate principal amount, $800,000,000 at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciestime.

Limitation on Subsidiary Indebtedness. The Company shall CBS will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by CBS or any of its Subsidiaries after the Company consisting Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary CBS or any of its Subsidiaries to CBS or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or any dividend (iiincluding a note payable dividend) Liens granted by such any Subsidiary to secure such Guarantee CBS or any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower or CBS Operations under this Agreement; (d) Reserved; (e) Indebtedness outstanding on the Closing Date, with such Indebtedness outstanding as of September 30, 2009 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); (g) Indebtedness incurred to finance the acquisition, when taken together construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets; provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; and (h) Indebtedness; provided, that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (h) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1h), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (g) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (Db), as applicable) of this Section 3.01; or and (Fii) Indebtedness in an aggregate principal amount, $500,000,000 at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciestime.

Limitation on Subsidiary Indebtedness. The Company shall will not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: (i) Indebtedness outstanding on the date hereof and disclosed in Schedule 7.12; provided that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (ii) Indebtedness in respect of unsecured surety bonds incurred in the ordinary course of business; (iii) Indebtedness of a Subsidiary owed to the Company or any Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (iv) Indebtedness under Covered Contracts; (v) Indebtedness of Williston Basin to the extent such Indebtedness does not exceed $100,000,000; (vi) Indebtedness of a Project Finance Subsidiary for which neither the Company nor or any other Subsidiary (other than another Project Finance Subsidiary) has any liability (other than pursuant to Liens permitted by Section 7.01(n) or to the extent permitted by Section 7.04); and (vii) Indebtedness of a Subsidiary (other than a Project Finance Subsidiary) in addition to that otherwise permitted by the foregoing provisions of this Section 7.12; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any other Indebtedness, (A) no Default or Event of Default exists and (B) the total amount of all Indebtedness described in this clause (vii) outstanding does not exceed $50,000,000. For purposes of this Section 7.12, any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Indebtedness, and any Person extending, renewing or refunding any Indebtedness shall be deemed to have incurred such Indebtedness at the time of such extension, renewal or refunding. Notwithstanding any provision of this Agreement to the contrary, the Company will not at any time permit (a) the sum of (i) Guarantees the aggregate stated amount of all Letters of Credit issued jointly for the account of the Company and Centennial International plus (ii) the aggregate amount of all intercompany loans and other advances made by such the Company or any Subsidiary (other than any International Subsidiary) to the International Subsidiaries to at any time exceed $100,000,000 or (b) the aggregate outstanding principal amount of consolidated Indebtedness of the Company under Credit Facilities International Subsidiaries (including with respect to intercompany loans and advances (other than any loan or advance made by any International Subsidiary) and Letters of Credit) to exceed 10% of the result of (i) Consolidated Net Worth less (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness the aggregate book value of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or consolidated intangible assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall Borrower will not permit any of its Subsidiaries Subsidiary directly or indirectly, to, create, incur, assume or otherwise become liable with respect to Incur any Indebtedness, Indebtedness or Preferred Stock other than: (Aa) Indebtedness or Preferred Stock of any Subsidiary existing as of the Company consisting date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness or Preferred Stock so long as: (i) Guarantees by the principal amount of such Indebtedness or the aggregate liquidation value of such Preferred Stock, as the case may be, shall not be increased in excess of the amount of such Indebtedness or restrictions applicable to such Subsidiary on account of such Indebtedness of the Company under Credit Facilities or Preferred Stock, outstanding immediately prior to such extension, renewal or replacement; and (ii) Liens granted by any covenants or restrictions applicable to such Subsidiary to secure such Guarantee or on account of such Indebtedness or Preferred Stock shall not be materially more onerous to such Subsidiary than the covenants or restrictions applicable to such Subsidiary on account of such Indebtedness or Preferred Stock prior to such extensions, renewal or replacement; (b) Subject to the Companylimitations imposed pursuant to Section 6.04, in an aggregate principal amount Indebtedness owing to, or Preferred Stock beneficially owned by, the Borrower or a Wholly-Owned Subsidiary; and (without duplication)c) Subject to the limitations imposed pursuant to Section 6.04, when taken together with additional Indebtedness or Preferred Stock of any such Subsidiary not otherwise permitted under subsections 6.01(a) and (b) so long as immediately after giving effect to the incurrence of such additional Indebtedness or the issuance of such additional Preferred Stock and the concurrent retirement of other Indebtedness or Preferred Stock the sum of: (i) the aggregate principal amount of all such newly incurred Indebtedness secured or the aggregate liquidation value of all such newly issued Preferred Stock, plus, (ii) the aggregate amount of all outstanding Indebtedness, and the aggregate liquidation value of all outstanding Preferred Stock, not permitted under subsections 6.01(a) and (b) that was previously incurred or issued by Liens on all such Subsidiaries (other than any such Indebtedness or Preferred Stock owned by the property Borrower or assets Wholly-Owned Subsidiary), shall not exceed ten percent (which includes capital stock10%) of Consolidated Net Worth at such time. In the Company event that there is any question as to whether the covenants and its Subsidiaries Incurred pursuant restrictions referred to in Section 6.01 shall be more onerous to any Subsidiary than the second sentence covenants and clause (1) restrictions applicable to such Subsidiary prior to any extension, renewal or replacement referred to in such paragraph, the written determination of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will Required Lenders shall be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesconclusive.

Limitation on Subsidiary Indebtedness. The Company BorrowerCompany shall not permit any of its Subsidiaries Subsidiary to Incur create, incur, assume or suffer to exist any Indebtedness, Indebtedness other thanthan the following: (Aa) Indebtedness of the BorrowerCompany’s Subsidiaries listed on Schedule 7.06, any Subsidiary extension, renewal or refinancing of such Indebtedness and any additional bonds issued and Capital Leases entered into from time to time after the Company consisting of Effective Date; provided that (i) Guarantees by if such Subsidiary Indebtedness is an extension, renewal or refinancing of existing Indebtedness, the terms and conditions of any such extension, renewals or refinancings shall not increase the relative priority of such Indebtedness over the priority of the Company under Credit Facilities or original Indebtedness, and (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of in no event shall the Company, in an aggregate outstanding principal amount (without duplication), when taken together with of Indebtedness permitted by this Section 7.06(a) exceed the aggregate principal amount of the Indebtedness secured by Liens listed on Schedule 7.06 that is outstanding on the property or assets Effective Date (which includes capital stock) of the Company plus transaction costs, including premiums and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02fees, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lienrelated thereto); (Bb) Indebtedness of (i) any Designated Subsidiary (other than an Excluded Subsidiary) to the BorrowerCompany or any other Subsidiary (other than any Excluded Subsidiary), (ii) of any Excluded Subsidiary to any other Excluded Subsidiary, and (iii) to the extent permitted pursuant to Section 7.05(b), of any Excluded Subsidiary to the BorrowerCompany or any other Subsidiary; (c) in the case of any Allied Unrestricted Subsidiary, any Securitization Subsidiary or any Subsidiary Republic Insurance Entity, unsecured Indebtedness and Indebtedness secured directly or indirectly by the assets of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company Person or any of its other Subsidiaries;; and (Cd) Acquired Indebtedness;other Indebtedness of the BorrowerCompany’s Subsidiaries so long as the aggregate outstanding amount of Priority Indebtedness at any time does not exceed 15% of Consolidated Tangible Assets; and (De) Indebtedness existing on in the Issue Date of any Subsidiary case of the Company; (E) Canadian Borrower, Indebtedness of any Subsidiary of under this Agreement and the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciesLoan Documents.

Limitation on Subsidiary Indebtedness. The Company shall will not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: (i) Indebtedness outstanding on the date hereof and disclosed in Schedule 7.13; provided that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (ii) Indebtedness in respect of unsecured surety bonds incurred in the ordinary course of business; (iii) Indebtedness of a Subsidiary owed to the Company or any Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (iv) Indebtedness under Covered Contracts; (v) Indebtedness of Williston Basin to the extent such Indebtedness does not exceed $100,000,000; (vi) Indebtedness of a Project Finance Subsidiary for which neither the Company nor or any other Subsidiary (other than another Project Finance Subsidiary) has any liability (other than pursuant to Liens permitted by Section 7.01(n) or to the extent permitted by Section 7.04); and (vii) Indebtedness of a Subsidiary (other than a Project Finance Subsidiary) in addition to that otherwise permitted by the foregoing provisions of this Section 7.13; provided that on the date the Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any other Indebtedness, (A) no Default or Event of Default exists and (B) the total amount of all Indebtedness described in this subparagraph 7.13(vii) outstanding does not exceed $50,000,000. For purposes of this Section 7.13, any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Indebtedness, and any Person extending, renewing or refunding any Indebtedness shall be deemed to have incurred such Indebtedness at the time of such extension, renewal or refunding. Notwithstanding any provision of this Agreement to the contrary, the Company will not at any time permit (a) the sum of (i) Guarantees the aggregate stated amount of all Letters of Credit issued jointly for the account of the Company and Centennial International plus (ii) the aggregate amount of all intercompany loans and other advances made by such the Company or any Subsidiary (other than any International Subsidiary) to the International Subsidiaries to at any time exceed $100,000,000 or (b) the aggregate outstanding principal amount of consolidated Indebtedness of the Company under Credit Facilities International Subsidiaries (including with respect to intercompany loans and advances (other than any loan or advance made by any International Subsidiary) and Letters of Credit) to exceed 10% of the result of (i) Consolidated Net Worth less (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness the aggregate book value of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or consolidated intangible assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. With respect to the Notes, the Base Indenture is hereby modified to add the following covenant in this Section 4.03. The Company shall Issuer will not permit any of its Subsidiaries to Incur any Indebtedness, other thanexcept that the foregoing provision shall not apply to: (Aa) Indebtedness existing on the issue date (other than Indebtedness outstanding under the Revolving Credit Facilities) and any Refinancing Indebtedness with respect to such Indebtedness; (b) intercompany loans and advances between the Issuer and its Subsidiaries; provided that (i) if the obligor on such intercompany loan or advance is the Issuer, then such Indebtedness must be expressly subordinated to the prior payment in full of the Notes; and (ii) at the time of (1) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a person other than the Issuer or one of its Subsidiaries or (2) any sale or other transfer of any such Indebtedness to a person that is neither the Issuer nor a Subsidiary of the Issuer, such Indebtedness will no longer be permitted to be Incurred under this clause (b); (c) Indebtedness of an entity existing at the time such entity becomes a Subsidiary of the Issuer or is merged, consolidated or amalgamated with or into any Subsidiary of the Company consisting Issuer and not Incurred in contemplation of such transaction, and any Refinancing Indebtedness with respect thereto; (id) Guarantees by such Subsidiary Indebtedness in respect to letters of credit, bank guarantees or similar instruments issued in the ordinary course of business; (e) Indebtedness Incurred prior to, at the time of or within 180 days after the construction, development or improvement of property or after the completion of construction of property, for the purpose of financing all or part of the Company under Credit Facilities cost of construction, development or improvement, and any Refinancing Indebtedness with respect to such Indebtedness; (iif) Liens granted by Indebtedness Incurred prior to, at the time of or within 180 days after the acquisition of property, shares of stock or Debt for the purpose of financing all or part of such Subsidiary purchase price of property, shares of stock or Debt, and any Refinancing Indebtedness with respect to secure such Guarantee Indebtedness; (g) Indebtedness in respect of workers’ compensation claims or such self-insurance and respect of performance, bid and surety bonds and completion guarantees provided in the ordinary course of business; (h) Indebtedness Incurred in the ordinary course of the Company, business in an aggregate principal amount that, when taken together with Indebtedness secured by Mortgages Incurred pursuant to Section 4.02(k), does not exceed $50,000,000 at any one time outstanding; (without duplicationi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; (j) customer deposits and advance payments received in the ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice not to exceed $50,000,000 at any one time outstanding; (k) cash management obligations, cash management services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements and otherwise in connection with depositary accounts and repurchase agreements; (l) Indebtedness in respect of any Project Financing Incurred by any Project Financing Subsidiary (provided that such Project Financing Subsidiary may not own or hold (i) any Principal Property or (ii) any proved oil and gas reserves, in each case owned or held by the Issuer or any Subsidiary as of the issue date); and (m) other Indebtedness the aggregate principal amount of which, when taken together with the aggregate principal amount of Indebtedness secured by Liens on all other then outstanding Aggregate Debt, does not exceed the property or assets greater of (which includes capital stocki) 10% of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) Consolidated Net Assets of the first paragraph of Section 3.02, not to exceed the Permitted Amount Issuer or (ii) $1,750,000,000 at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse after giving effect to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary receipt and application of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciestherefrom.

Limitation on Subsidiary Indebtedness. The Company shall Borrower will not permit any of its Subsidiaries Subsidiary directly or indirectly, to, create, incur, assume or otherwise become liable with respect to Incur any Indebtedness, Indebtedness or Preferred Stock other than: (Aa) Indebtedness or Preferred Stock of any Subsidiary existing as of the Company consisting date hereof and set forth in SCHEDULE 6.01 and extensions, renewals and replacements of any such Indebtedness or Preferred Stock so long as: (i) Guarantees by the principal amount of such Indebtedness or the aggregate liquidation value of such Preferred Stock, as the case may be, shall not be increased in excess of the amount of such Indebtedness or restrictions applicable to such Subsidiary on account of such Indebtedness of the Company under Credit Facilities or Preferred Stock, outstanding immediately prior to such extension, renewal or replacement; and (ii) Liens granted by any covenants or restrictions applicable to such Subsidiary to secure such Guarantee or on account of such Indebtedness or Preferred Stock shall not be materially more onerous to such Subsidiary than the covenants or restrictions applicable to such Subsidiary on account of such Indebtedness or Preferred Stock prior to such extensions, renewal or replacement; (b) Subject to the Companylimitations imposed pursuant to SECTION 6.04, in an aggregate principal amount Indebtedness owing to, or Preferred Stock beneficially owned by the Borrower or a Wholly-Owned Subsidiary; and (without duplication)c) Subject to the limitations imposed pursuant to SECTION 6.04, when taken together with additional Indebtedness or Preferred Stock of any such Subsidiary not otherwise permitted under PARAGRAPHS (a) AND (b) of this SECTION 6.01 so long as immediately after giving effect to the incurrence of such additional Indebtedness or the issuance of such additional Preferred Stock and the concurrent retirement of other Indebtedness or Preferred Stock the sum of: (i) the aggregate principal amount of all such newly incurred Indebtedness secured by Liens on or the property or assets aggregate liquidation value of all such newly issued Preferred Stock, PLUS, (which includes capital stockii) the aggregate amount of all outstanding Indebtedness, and the aggregate liquidation value of all outstanding Preferred Stock, not permitted under PARAGRAPHS (a) AND (b) of this Section that was previously incurred or issued by all such Subsidiaries (other than any such Indebtedness or Preferred Stock owned by the Company and its Subsidiaries Incurred pursuant to the second sentence and clause Borrower or Wholly-Owned Subsidiary), shall not exceed ten percent (110%) of Consolidated Net Worth at such time. In the first paragraph of Section 3.02, not event that there is any question as to exceed whether the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect covenants and restrictions referred to this clause (B) only, no portion of such Indebtedness is recourse in SECTION 6.01 shall be more onerous to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Borrower than the covenants and restrictions applicable to such Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect prior to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.extension,

Limitation on Subsidiary Indebtedness. The Company shall CBS will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Person which is acquired by CBS or any of its Subsidiaries after the Effective Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (b) any Indebtedness owing by CBS or any of its Subsidiaries to CBS or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of any dividend (including a note payable dividend) by any Subsidiary to CBS or any of its other Subsidiaries); (c) Indebtedness of any Subsidiary of Borrower or CBS Operations under this Agreement; (d) Reserved; (e) Indebtedness outstanding on the Company consisting of (i) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or Closing Date, with such Indebtedness outstanding as of September 30, 2014 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); (g) Indebtedness incurred to finance the acquisition, when taken together construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets; provided, that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and the principal amount of such Indebtedness does not exceed the cost of acquiring, constructing or improving such fixed or capital assets; (h) Indebtedness; provided, that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (h) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1h), the term “Indebtedness” does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (g) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (Db), as applicable) of this Section 3.01and (ii) $500,000,000 at any time; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.and

Limitation on Subsidiary Indebtedness. (a) The Company shall not permit any of its Subsidiaries to Incur Incur, directly or indirectly, any Indebtedness, Indebtedness other than: (A1) existing Indebtedness of any a Subsidiary of the Company consisting outstanding on the Issue Date (other than Indebtedness described in clauses (2) and (13) of this Section 4.04(a)); (2) Indebtedness represented by (x) the New Exchangeable Bonds and any Guarantees thereof issued and outstanding as of the Issue Date (not including any additional New Exchangeable Bonds or Guarantees thereof) and (y) the Securities or the Securities Guarantees issued and outstanding as of the Issue Date (not including any Additional Securities or Guarantees thereof); (3) intercompany loans and advances between or among the Parent, the Company and the Subsidiaries of the Company; provided that (a) if the obligor on such intercompany loan or advance is a Subsidiary Guarantor or a Subsidiary thereof and the payee is not a Subsidiary Guarantor or a Subsidiary thereof, then (i) Guarantees such Indebtedness must be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities Guarantees, (ii) such Indebtedness must be Incurred in the ordinary course of business or consistent with past practice or (iii) such Indebtedness does not, and is not reasonably expected to be (as determined in good faith by the board of directors or an executive officer of the Parent in its sole and absolute discretion, which determination shall be made at the time of, and based on facts existing as of, the Incurrence of such Indebtedness) materially adversely affect the Company’s ability to make principal or interest payments on the Securities (including by considering the use of any sources of capital that may be available to the Company or its Affiliates at any applicable times, the financing or refinancing of any Indebtedness of any Member of the Consolidated Group or other transactions deemed necessary or advisable), and (b)(i) any subsequent issuance or transfer of Capital Stock that results in any such Indebtedness being held by a Person other than the Parent, the Company or a Subsidiary of Indebtedness of the Company under Credit Facilities or and (ii) Liens granted by such Subsidiary to secure such Guarantee any sale or other transfer of any such Indebtedness to a Person that is not either the Parent, the Company or a Subsidiary of the Company, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by such Subsidiary that was not permitted by this clause (3); (4) Indebtedness under any Interest Rate Protection Agreement or any Currency Rate Protection Agreement; (5) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $300,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) business day before being included in such aggregate amount; (6) Indebtedness of a Person existing at the time such Person becomes a Member of the Consolidated Group or is merged, consolidated or amalgamated with or into the Company or any other Member of the Consolidated Group (each, a “Transaction”) and not Incurred in contemplation of such Transaction, and Refinancings thereof that do not increase the amount of such Indebtedness (other than amounts included to pay costs of such Refinancing); provided that (x) such Transaction has been duly authorized by the board of directors of the Parent acting in good faith and (y) such Transaction does not, and is not reasonably expected to be (as determined in good faith by the board of directors of the Parent in its sole and absolute discretion, which determination shall be made at the time of, and based on facts existing as of, the consummation of ​ the Transaction) materially adversely affect the Company’s ability to make principal or interest payments on the Securities (including by considering the use of any sources of capital that may be available to the Company or its Affiliates at any applicable times, the financing or refinancing of any Indebtedness of any Member of the Consolidated Group or other transactions deemed necessary or advisable); (7) Indebtedness (i) under Performance Guarantees and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (8) Indebtedness Incurred by any Subsidiary Guarantor in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and at any one time outstanding under this clause (1) of the first paragraph of Section 3.02, 8) not to exceed the Permitted Amount greater of (x) $1.1 billion and (y) 5.50% of Consolidated Net Tangible Assets measured at the time of Incurrence of any such Guarantee or Lien; Indebtedness and after giving effect to such Incurrence; provided that (Bi) such amounts shall be reduced by the aggregate principal amount of New Exchangeable Bonds and the Securities Incurred under clause (2) above and outstanding as of such date of Incurrence and (ii) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to under this clause (B) only, no portion of 8) is unsecured unless the Securities are equally and ratably secured with such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E9) Indebtedness of any Subsidiary that is subordinate in right of payment to the Securities and the Securities Guarantee and the New Exchangeable Bonds and the Guarantees thereof; (10) Indebtedness Incurred to finance the acquisition, completion of construction and commencement of commercial operation, alteration, repair or improvement of any Drilling Rig or Drillship (including (i) the purchase of the Capital Stock of any entity whose assets consist primarily of Drilling Rigs and/or Drillships and/or other assets related thereto and (ii) any Guarantees of the Revolving Credit Facility provided to permit the Incurrence of such Indebtedness thereunder); provided that the Indebtedness was Incurred prior to, at the time of or within 12 months after that event and the aggregate principal amount of such Indebtedness does not exceed 85% of the price of such acquisition, construction, alteration, repair or improvement; (11) Indebtedness Incurred by any Parent Company issued in exchange forof the Subsidiary Guarantors (including, as of the Issue Date, Transocean Holdings 1 Limited, Transocean Holdings 2 Limited or Transocean Holdings 3 Limited) only for so long as (x) such Person is a Parent Company of the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Subsidiary Guarantors and (y) such Indebtedness is unsecured; provided that was permitted by this Supplemental Indenture if either (x) such Person ceases to be Incurred under clause (C) a Parent Company of the Subsidiary Guarantors or (Dy) such Indebtedness is secured, such Indebtedness would need to be permitted under another clause of this Section 3.01; or4.04 other than pursuant to this clause (11) or clause (13) below; (F12) Indebtedness Incurred pursuant to Credit Facilities in an aggregate principal amount, amount at anytime outstanding, any one time outstanding under this clause (12) not to exceed the greater of (i) $250.0 million. The maximum 1.4 billion and (ii) 6.75% of Consolidated Net Tangible Assets, less the total Aggregate Debt outstanding at the time of such Incurrence (without double counting for Aggregate Debt Incurred under this clause (12)), measured at the time of Incurrence of any such Indebtedness and after giving effect to such Incurrence; and (13) any extension, renewal, refunding, replacement or refinancing (collectively, a “Refinancing”) of Indebtedness Incurred pursuant to Section 4.04(a) (1), (2), (10) and this clause (13), provided, that: (i) such Refinancing Indebtedness will not exceed the principal amount of Indebtedness that may be Incurred pursuant so refinanced plus an amount necessary to this Section 3.01 shall pay fees and expenses, including premiums, related to such Refinancing, (ii) the scheduled maturity date thereof is not be deemed to be exceeded with respect to any outstanding Indebtedness due solely shortened (except to the result extent such shortened maturity date is subsequent to the Maturity Date), any scheduled amortization of fluctuations in principal thereunder prior to the exchange rates of currencies.Maturity Date is not shortened and the

Limitation on Subsidiary Indebtedness. The Company shall CBS will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any Indebtedness for Borrowed Money (which includes, for the purposes of this Section 5.6, any preferred stock), except (i) Indebtedness for Borrowed Money of CBS Broadcasting Inc. outstanding on the Original Closing Date and in the approximate amounts set forth on Schedule 5.6 (but not any refinancing, refunding or other replacement thereof), (ii) Excluded Indebtedness, other than (Aiii) Leveraged Spin-Off Indebtedness, (iv) Indebtedness of any Subsidiary of the Company consisting of Borrower under this Agreement, (iv) Guarantees by such Subsidiary of Indebtedness of the Company under Credit Facilities or (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness of the Companyfor Borrowed Money incurred on any date when, in an aggregate principal amount (without duplication)after giving effect thereto, when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred for Borrowed Money incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (Bv) onlythat is outstanding on such date (it being understood that, no portion for the purposes of this clause (v), the term "Indebtedness" does not include borrowings under this Agreement or Excluded Indebtedness) does not exceed consolidated EBITDA of Infinity and its consolidated Subsidiaries (determined in a manner comparable to that set forth in the definition of "Consolidated EBITDA") for the most recent period of four consecutive fiscal quarters for which the relevant financial information is available less, in the case of any such Indebtedness is recourse to the Company for Borrowed Money incurred by Infinity or any of its consolidated Subsidiaries, the then actual aggregate outstanding balances of Indebtedness for Borrowed Money incurred pursuant to this clause (v) by Subsidiaries other than Infinity and its consolidated Subsidiaries; , provided that the aggregate outstanding principal amount of Indebtedness for Borrowed Money incurred pursuant to this clause (Cv) Acquired Indebtedness; (Dby Subsidiaries other than Infinity and its consolidated Subsidiaries shall not exceed $800,000,000 at any time,(vi) Indebtedness existing on for Borrowed Money of Infinity and its Subsidiaries under the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used Infinity Credit Agreement up to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of $1,500,000,000 and the New Infinity Credit Agreements up to an aggregate principal amount of $2,000,000,000,(vii) unsecured Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any for Borrowed Money incurred by Blockbuster Inc. and (viii) Indebtedness for Borrowed Money of Viacom International Inc. outstanding Indebtedness due solely to on the result of fluctuations Original Closing Date and in the exchange rates approximate amounts set forth on Schedule 5.6(a) (but not any refinancing, refunding or other replacement thereof). (n) Section 5.7 of currenciesthe Agreement is hereby amended by replacing the table contained therein with the following table: Date Ratio ---- ----- (o) Section 5.8 of the Agreement is hereby amended by substituting "2.25" for "3:00" therein. (p) Section 5.9 of the Agreement is hereby deleted in its entirety and Sections 5.10 and 5.11 are hereby renumbered as Sections 5.9 and 5.10, respectively. (q) Section 5.12 of the Agreement is hereby deleted in its entirety.

Limitation on Subsidiary Indebtedness. The Company shall will not permit any of its Subsidiaries to Incur any Indebtedness, other than (A) Indebtedness of any Subsidiary of the Company consisting to, directly or indirectly, create, incur, assume, guarantee, have outstanding, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness other than: (i) Indebtedness outstanding on the date hereof and disclosed in Schedule 7.12; provided that such Indebtedness may not be extended, renewed or refunded except as otherwise permitted by this Agreement; (ii) Indebtedness in respect of unsecured surety bonds incurred in the ordinary course of business; (iii) Indebtedness of a Subsidiary owed to the Company or any Wholly-Owned Subsidiary (other than a Project Finance Subsidiary); (iv) Indebtedness under Covered Contracts; (v) Indebtedness of Williston Basin to the extent such Indebtedness does not exceed $175,000,000; (vi) Indebtedness of a Project Finance Subsidiary for which neither the Company nor or any other Subsidiary (other than another Project Finance Subsidiary) has any liability (other than pursuant to Liens permitted by Section 7.01(n) or to the extent permitted by Section 7.04); and (vii) Indebtedness of a Subsidiary (other than a Project Finance Subsidiary) in addition to that otherwise permitted by the foregoing provisions of this Section 7.12; provided that on the date such Subsidiary incurs or otherwise becomes liable with respect to any such additional Indebtedness and immediately after giving effect thereto and to the concurrent retirement of any other Indebtedness, (A) no Default or Event of Default exists and (B) the total amount of all Indebtedness described in this clause (vii) outstanding does not exceed $50,000,000. For purposes of this Section 7.12, any Person becoming a Subsidiary after the date hereof shall be deemed, at the time it becomes a Subsidiary, to have incurred all of its then outstanding Indebtedness, and any Person extending, renewing or refunding any Indebtedness shall be deemed to have incurred such Indebtedness at the time of such extension, renewal or refunding. Notwithstanding any provision of this Agreement to the contrary, the Company will not at any time permit (a) the sum of (i) Guarantees the aggregate stated amount of all Letters of Credit issued jointly for the account of the Company and Centennial International plus (ii) the aggregate amount of all intercompany loans and other advances made by such the Company or any Subsidiary (other than any International Subsidiary) to the International Subsidiaries to at any time exceed $100,000,000 or (b) the aggregate outstanding principal amount of consolidated Indebtedness of the Company under Credit Facilities International Subsidiaries (including with respect to intercompany loans and advances (other than any loan or advance made by any International Subsidiary) and Letters of Credit) to exceed 10% of the result of (i) Consolidated Net Worth less (ii) Liens granted by such Subsidiary to secure such Guarantee or such Indebtedness the aggregate book value of the Company, in an aggregate principal amount (without duplication), when taken together with the aggregate principal amount of Indebtedness secured by Liens on the property or consolidated intangible assets (which includes capital stock) of the Company and its Subsidiaries Incurred pursuant to the second sentence and clause (1) of the first paragraph of Section 3.02, not to exceed the Permitted Amount at the time of Incurrence of such Guarantee or Lien; (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (C) or (D) of this Section 3.01; or (F) Indebtedness in an aggregate principal amount, at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies.

Limitation on Subsidiary Indebtedness. The Company shall Viacom will not permit any of its Subsidiaries to Incur create, incur, assume or suffer to exist any IndebtednessIndebtedness (which includes, other thanfor the purposes of this Section 5.6, any preferred stock), except: (Aa) Indebtedness of any Subsidiary Person which is acquired by Viacom or any of its Subsidiaries after the Company consisting Closing Date, which Indebtedness was outstanding prior to the date of acquisition of such Person and was not created in anticipation thereof; (ib) Guarantees any Indebtedness owing by such Subsidiary Viacom or any of its Subsidiaries to Viacom or any of its Subsidiaries (including any intercompany Indebtedness created by the declaration of the Company under Credit Facilities or (ii) Liens granted a note payable dividend by such any Subsidiary to secure such Guarantee Viacom or any of its other Subsidiaries); (c) Indebtedness (including backed-up commercial paper) of any Subsidiary Borrower or Viacom International under this Agreement; (d) Indebtedness (including backed-up commercial paper) existing at any time under the Five-Year Credit Agreement or under the Existing Infinity Credit Agreement; (e) Indebtedness outstanding on the Closing Date, with such Indebtedness outstanding as of September 30, 2000 being set forth on Schedule 5.6; (f) any replacement, renewal, refinancing or extension of any Indebtedness permitted by Section 5.6(a) through (d) or set forth on Schedule 5.6 that does not exceed the Company, in an aggregate principal amount (without duplicationplus associated fees and expenses) of the Indebtedness being replaced, renewed, refinanced or extended (except that accrued and unpaid interest may be part of any refinancing); and (g) Indebtedness incurred after the Closing Date; provided, when taken together with that after giving effect thereto the aggregate principal amount of Indebtedness secured by Liens on the property or assets (which includes capital stock) of the Company and its Subsidiaries Incurred incurred pursuant to this paragraph (g) that is outstanding on such date (it being understood that, for the second sentence and clause purposes of this paragraph (1g), the term "Indebtedness" does not include Indebtedness excepted by any of clauses (a) of the first paragraph of Section 3.02, through (f) inclusive) does not to exceed the Permitted Amount at the time greater of Incurrence (i) an aggregate principal amount in excess of such Guarantee or Lien; 5% of Consolidated Tangible Assets (B) Indebtedness of any Designated Subsidiary or any Subsidiary of such Designated Subsidiary, provided that, with respect to this clause (B) only, no portion of such Indebtedness is recourse measured by reference to the Company or any of its other Subsidiaries; (C) Acquired Indebtedness; (D) Indebtedness existing on the Issue Date of any Subsidiary of the Company; (E) Indebtedness of any Subsidiary of the Company issued in exchange for, or the net proceeds of which are used or will be used then latest financial statements delivered pursuant to extend, refinance, renew, replace, defease or refund, other Indebtedness that was permitted by this Supplemental Indenture to be Incurred under clause (CSection 5.1(a) or (Db), as applicable) of this Section 3.01; or and (Fii) Indebtedness in an aggregate principal amount, $800,000,000 at anytime outstanding, not to exceed $250.0 million. The maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.01 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currenciestime.