Common use of Subsidiary Indebtedness Clause in Contracts

Subsidiary Indebtedness. The Borrower shall not permit its Subsidiaries to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more, being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (l) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower or any other Subsidiaries of the Borrower; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (e) 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 the Dollar Equivalent of $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; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary of the Borrower 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.12, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing; (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensions, renewals or replacements of Indebtedness permitted by this Section 6.12 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Borrower shall not permit its Subsidiaries or, on or after the Redomestication Effective Date, any Subsidiary of Holdings (other than the Borrower), to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more, being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (l) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiariesother Members of the Consolidated Group, and intercompany loans and advances from any of such Subsidiaries other Members of the Consolidated Group or SPVs to the Borrower or any other Subsidiaries Members of the BorrowerConsolidated Group; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (e) 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 the Dollar Equivalent of $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; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary Member of the Borrower Consolidated Group or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary other Member of the Borrower 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness of a Subsidiary not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.12, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing; (k) Indebtedness created in respect of the Angolan Debt and Debt, the Pacific Drilling Debt, and the Petrobras Lease; and (l) Extensions, renewals or replacements of Indebtedness permitted by this Section 6.12 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Borrower Company shall not permit its Subsidiaries to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 20,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,00020,000,000) or more, being described on Schedule 5.15 5.16 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 6.11 (other than clause (l) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower Company or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower Company or any other Subsidiaries of the BorrowerCompany; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements, in each case entered into in the ordinary course of business and not for speculative purposes; (e) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, and or (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 the Dollar Equivalent of $300,000,000 200,000,000 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 (1) Business Day before being included in such aggregate amount; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower Company or is merged, consolidated or amalgamated merged with or into the Borrower Company or any Subsidiary of the Borrower Company 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Non-recourse Debt; (j) Indebtedness (not otherwise permitted under any other clause of this Section 6.126.11) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (ij) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (jk) other Indebtedness not otherwise permitted under any other clause of this Section 6.12 6.11 so long as (i) with respect to NDC, the NDC Guaranty is in force (which may, pursuant to the terms thereof, be terminated upon notice to the Administrative Agent by the Company provided that (A) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (j) and this clause (k), including Indebtedness of NDC, is equal to or less than the Subsidiary Debt Basket Amount, (B) no Senior NDC Notes are outstanding and (C) no Default or Event of Default has occurred and is continuing) or (ii) with respect to any other Subsidiary, such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.126.11, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery notice to the Administrative Agent by the Borrower of a certificate stating Company that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (ij) and this clause (jk) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing; (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensionsextensions, renewals or replacements of Indebtedness permitted by this Section 6.12 6.11 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Borrower shall not permit its Subsidiaries any other Members of the Consolidated Group (other than the Borrower) to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more, being described on Schedule 5.15 attached hereto)Date, and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior except to the extent such shortened maturity date is subsequent to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened 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, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (l) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiariesother Members of the Consolidated Group, and intercompany loans and advances from any of such Subsidiaries other Members of the Consolidated Group or SPVs to the Borrower or any other Subsidiaries Members of the BorrowerConsolidated Group; (d) Indebtedness under any Interest Rate Protection Agreements and or any Currency Rate Protection Agreements; (e) 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 the Dollar Equivalent of $300,000,000 150,000,000 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; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary Member of the Borrower Consolidated Group or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary other Member of the Borrower 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness of a Subsidiary not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.12, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto such Subsidiary shall be terminated upon delivery to the Administrative Agent Lenders by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing;; and (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensionsextensions, renewals or replacements of Indebtedness permitted by clauses (b) through (j) of this Section 6.12 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Neither the Borrower nor Holdings shall not permit its Subsidiaries any other Members of the Consolidated Group (other than Holdings or the Borrower) to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 50,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,00050,000,000) or more, being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior except to the extent such shortened maturity date is subsequent to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened 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, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (lk) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiariesother Members of the Consolidated Group, and intercompany loans and advances from any of such Subsidiaries other Members of the Consolidated Group or SPVs to the Borrower or any other Subsidiaries Members of the BorrowerConsolidated Group; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (e) 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 the Dollar Equivalent of $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; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary Member of the Borrower Consolidated Group or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary other Member of the Borrower 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness of a Subsidiary not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.12, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto such Subsidiary shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing;; and (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensionsextensions, renewals or replacements of Indebtedness permitted by clauses (b) through (j) of this Section 6.12 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Neither the Borrower nor Holdings shall not permit its Subsidiaries any other Members of the Consolidated Group (other than Holdings or the Borrower) to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Restatement Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 50,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,00050,000,000) or more, being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior except to the extent such shortened maturity date is subsequent to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened 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, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (l) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiariesother Members of the Consolidated Group, and intercompany loans and advances from any of such Subsidiaries other Members of the Consolidated Group or SPVs to the Borrower or any other Subsidiaries Members of the BorrowerConsolidated Group; (d) Indebtedness under any Interest Rate Protection Agreements and or any Currency Rate Protection Agreements; (e) 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 the Dollar Equivalent of $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; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary of the Borrower 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.12, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing; (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensions, renewals or replacements of Indebtedness permitted by this Section 6.12 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Borrower shall not permit its Subsidiaries to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 20,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,00020,000,000) or more, being described on Schedule 5.15 5.16 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 6.11 (other than clause (l) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower or any other Subsidiaries of the Borrower; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (e) 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 the Dollar Equivalent of $300,000,000 200,000,000 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 (1) Business Day before being included in such aggregate amount; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged, consolidated or amalgamated merged with or into the Borrower or any Subsidiary of the Borrower 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.126.11) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness not otherwise permitted under any other clause of this Section 6.12 6.11 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.126.11, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing;; and (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensionsextensions, renewals or replacements of Indebtedness permitted by this Section 6.12 6.11 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Neither the Borrower nor Holdings shall not permit its Subsidiaries any other Members of the Consolidated Group (other than Holdings, the Borrower, Holdco 1, Holdco 2 or Holdco 3) to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 50,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,00050,000,000) or moremore (or in the case of the Subsidiary Guarantors, any amount), being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals renewals, replacements or refinancings thereof (i) so long as such Indebtedness is not increased in amount (other than amounts incurred to pay costs of make-whole or prepayment premiums, fees and expenses reasonably incurred in connection with such extension, refinancing, renewal or refinancingreplacement), the scheduled maturity date thereof is not shortened (if prior except to the extent such shortened maturity date is subsequent to the date that is 91 days after the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened 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, or (ii) such extensions, renewals renewals, replacements or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (lk) hereof); (b) Indebtedness under the Credit Documents; (c) unsecured intercompany loans and advances to the Borrower or its Subsidiariesother Members of the Consolidated Group, and unsecured intercompany loans and advances from any of such Subsidiaries other Members of the Consolidated Group or SPVs to the Borrower or any other Subsidiaries Members of the BorrowerConsolidated Group; provided that if (i) the obligor on such intercompany loan or advance is a Loan Party and the obligee on such intercompany loan or advance is a non-Loan Party or (ii) the obligor on such intercompany loan or advance is a Subsidiary Guarantor and the obligee on such intercompany loan or advance is not a Subsidiary Guarantor, then such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations on terms reasonably satisfactory to the Administrative Agent; (d) (i) Indebtedness (other than Indebtedness of Subsidiary Guarantors) under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements and (ii) Indebtedness of a Subsidiary Guarantor under any Interest Rate Protection Agreements or any Currency Rate Protection Agreements, to the extent such agreements are entered into solely to mitigate risks relating to such Subsidiary Guarantor’s assets, liabilities and operations and (y) are reasonably necessary in connection with the operations of the applicable Subsidiary Guarantor related to the applicable Rig; (e) 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 the Dollar Equivalent of $300,000,000 in the aggregate at any time outstanding, provided that Subsidiary Guarantors may not incur Indebtedness pursuant to this Section 6.12(e) under unsecured lines of credit for working capital purposes, and, provided further 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; (f) Indebtedness of a Person (other than a Subsidiary Guarantor) existing at the time such Person becomes a Subsidiary Member of the Borrower Consolidated Group or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary other Member of the Borrower Consolidated Group (other than a Subsidiary Guarantor) and not incurred in contemplation of such transaction, and extensions, renewals renewals, replacements or refinancings thereof in accordance with clause (k) below; provided that do not increase (i) no Default or Event of Default exists or at the amount time of or would occur as a result of the incurrence of such Indebtedness (with such Indebtedness being deemed incurred upon the consummation of such transaction), (ii) at the time of incurrence (with such Indebtedness being deemed incurred upon the consummation of such transaction), the Borrower is in Pro Forma Compliance immediately after giving effect to such Indebtedness, and (iii) such Indebtedness is not recourse to any Member of the Consolidated Group (other than amounts included Holdings, the Borrower, such Person and any other Person that becomes a Member of the Consolidated Group in connection with such transaction (other than a Subsidiary Guarantor)) prior to pay costs or after the date of such extension, renewal Person’s acquisition by or refinancing)merger into such Member of the Consolidated Group; (g) Indebtedness (i) under Performance Guaranties (other than by Subsidiary Guarantors) and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (h) Indebtedness (other than Indebtedness of Subsidiary Guarantors) created in connection with securitization programs, if any; (i) (x) Indebtedness (and Guaranties thereof) (other than Indebtedness and Guaranties of Subsidiary Guarantors) constituting purchase money Rig debt in existence on the Effective Date and described on Schedule 6.12(i) and (y) Indebtedness (and Guaranties thereof) (other than Indebtedness and Guaranties of Subsidiary Guarantors) incurred after the Effective Date to finance the acquisition, completion of construction and commencement of commercial operation, alteration, renovation or upgrade of a Rig (including the purchase of the Equity Interests of any entity whose assets consist primarily of Rigs and/or other assets related thereto), so long as, solely for purposes of this clause (y), (i) at the time of incurrence, the Borrower is in Pro Forma Compliance immediately after giving effect to such Indebtedness and related Liens, (ii) the amount of such Indebtedness shall not exceed 85% of the cost to acquire, construct, alter, renovate or upgrade such Rig for which such Indebtedness is being incurred, (iii) the primary obligor of any such Indebtedness and the direct owner of such Rig must be either (A) a direct or indirect, Wholly-Owned Subsidiary of Holdco 4, Holdco 5 or Holdco 6 or (B) a direct or indirect Local Content Entity with a Qualified Local Partner, (iv) neither Holdco 4, Holdco 5, or Holdco 6 nor any Subsidiary thereof that directly or indirectly owns any Rig other than such Rig for which such Indebtedness is being incurred may Guaranty, or provide any collateral to support, such Indebtedness, (v) no Default or Event of Default then exists or would be caused thereby, (vi) such Indebtedness is incurred prior to or within 365 days after such acquisition or the later of such construction, alteration, renovation or upgrade or the date of commercial operation of the Rig constructed, altered, renovated or upgraded, and (vii) such Indebtedness is secured only by the Rig acquired, constructed, altered, renovated or upgraded with the proceeds of such Indebtedness, and related contracts, intangibles and other assets that are incidental thereto (including accessions and improvements thereto and replacements thereof) (Indebtedness described in this clause (i), “Permitted Rig Debt”); (j) (x) secured Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other secured Indebtedness outstanding pursuant to this clause (ij)(x) at such time) ten percent the Incremental Secured Debt Amount and (10%y) of Consolidated Net Assets unsecured Indebtedness (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has 6.12) in force a Subsidiary Guaranty in substantially the form of Exhibit 6.12, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the an aggregate principal amount of Indebtedness of outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other unsecured Indebtedness outstanding pursuant to the preceding this clause (ij)(y) and at such time) $50,000,000; provided that any such Indebtedness incurred pursuant to this clause (j) shall have no recourse to (i) Holdco 1, Holdco 2, Holdco 3, Holdco 4, Holdco 5 or Holdco 6, (ii) any Guarantor that is equal to a Collateral Rig Owner or less than an Additional Guarantor or (iii) the Subsidiary Debt Basket Amount, and (y) no Default or Event respective assets of Default has occurred and is continuing;any of the foregoing; and (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensionsextensions, renewals or replacements of Indebtedness permitted by clauses (b) through (j) of this Section 6.12 that do not (i) increase the amount of such Indebtedness (being extended, refinanced, renewed or replaced, other than amounts incurred to pay costs make-whole or prepayment premiums, fees and expenses reasonably incurred in connection with such extension, refinancing, renewal or replacement; (ii) with respect to any Indebtedness being extended, refinanced, renewed or replaced which has an originally scheduled maturity date after the Maturity Date, provide for a scheduled maturity date that is prior to the date that is 91 days after the Maturity Date; or (iii) add as an obligor or guarantor (x) any Subsidiary that directly owns any Collateral Rig or (y) Holdco 4, Holdco 5, Holdco 6, or any of their respective direct or indirect Subsidiaries, in each case if such Person was not an obligor or guarantor under the original Indebtedness being extended, refinanced, renewed or replaced; provided that to the extent any such Indebtedness had utilized a limited basket prior to such extension, renewal or refinancing)replacement, such Indebtedness shall continue to be debited against such basket following such extension, renewal or replacement.

Subsidiary Indebtedness. The Borrower shall not permit its Subsidiaries to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 20,000,000 (or, if denominated in a currency other than U.S. Dollars, the U.S. Dollar Equivalent of $30,000,00020,000,000) or more, being described on Schedule 5.15 5.16 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 6.11 (other than clause (l) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower or any other Subsidiaries of the Borrower; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (e) 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 the U.S. Dollar Equivalent of $300,000,000 200,000,000 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 (1) Business Day before being included in such aggregate amount; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged, consolidated or amalgamated merged with or into the Borrower or any Subsidiary of the Borrower 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); (g) 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; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.126.11) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness not otherwise permitted under any other clause of this Section 6.12 6.11 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.126.11, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing;; and (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensionsextensions, renewals or replacements of Indebtedness permitted by this Section 6.12 6.11 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Neither Holdings nor the Parent Borrower shall will permit any Subsidiary that is not permit its Subsidiaries a Guarantee Party to create, incur, assume or suffer permit to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more, being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) so long as such Indebtedness Subsidiary that is not increased in amount (a Guarantee Party to Holdings or any other than amounts incurred to pay costs of such extension, renewal or refinancing), the scheduled maturity date thereof (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (l) hereof)Subsidiary; (b) Indebtedness under of any Subsidiary that is not a Guarantee Party incurred to finance the Credit Documentsacquisition, 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 or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (b) and clause (c) below shall not exceed $250,000,000 at any time outstanding; (c) intercompany loans and advances to Indebtedness of any Person that becomes a Subsidiary that is not a Guarantee Party after the Borrower or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower or any other Subsidiaries of the Borrower; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (e) Indebtedness date hereof; provided that (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 the Dollar Equivalent of $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; (f) Indebtedness of a Person existing exists at the time such Person becomes a Subsidiary of the Borrower or and is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary of the Borrower and not incurred created in contemplation of or in connection with 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); (g) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, Person becoming a Subsidiary and (ii) with respect to letters of credit issued in the ordinary course of business; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.12, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and permitted by this clause (jc) is equal to or less than the Subsidiary Debt Basket Amount, and clause (yb) no Default or Event of Default has occurred and is continuing; (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debtabove shall not exceed $250,000,000 at any time outstanding; and (ld) Extensions, renewals or replacements of other unsecured Indebtedness permitted by this Section 6.12 that do in an aggregate principal amount not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing)exceeding $150,000,000 at any time outstanding.

Subsidiary Indebtedness. The Borrower shall not permit its Subsidiaries (including the Merger Sub and its Subsidiaries) to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Closing Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more, in each case being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 6.11 (other than clause (lk) hereof); (b) Guaranties of Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiaries, and intercompany loans and advances from any of such Subsidiaries or SPVs to the Borrower or any other Subsidiaries of the Borrower; (d) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (e) 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 the Dollar Equivalent of $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; (f) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary of the Borrower 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); (g) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit, Credit and (ii) with respect to letters of credit issued in the ordinary course of business; (h) Indebtedness created in connection with securitization programs, if any; (i) Indebtedness (not otherwise permitted under any other clause of this Section 6.126.11) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (i) at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (j) other Indebtedness of a Subsidiary not otherwise permitted under any other clause of this Section 6.12 6.11 so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.126.11, provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing;; and (k) Indebtedness created in respect of the Angolan Debt and the Pacific Drilling Debt; and (l) Extensionsextensions, renewals or replacements of Indebtedness permitted by this Section 6.12 6.11 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).

Subsidiary Indebtedness. The Borrower Neither TINC nor Holdings or any other Loan Party shall not permit its Subsidiaries any other Loan Party (other than Holdings or TINC) or other Members of the Consolidated Group (other than Holdings or TINC) to incur, assume or suffer to exist any Indebtedness, except: (a) existing Indebtedness outstanding on the Effective Date (such Indebtedness, to the extent the principal amount thereof is $30,000,000 (or, if denominated in a currency other than U.S. Dollars, the Dollar Equivalent of $30,000,000) or more, being described on Schedule 5.15 attached hereto), and any subsequent extensions, renewals or refinancings thereof (i) 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 (if prior except to the extent such shortened maturity date is subsequent to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased), any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened 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, or (ii) such extensions, renewals or refinancings are otherwise expressly permitted by, and are effected pursuant to, another clause in this Section 6.12 (other than clause (lj) hereof); (b) Indebtedness under the Credit Documents; (c) intercompany loans and advances to the Borrower or its Subsidiariesother Members of the Consolidated Group, and intercompany loans and advances from any of such Subsidiaries other Members of the Consolidated Group or SPVs to the Borrower or any other Subsidiaries Members of the BorrowerConsolidated Group; (dc) Indebtedness under any Interest Rate Protection Agreements and any Currency Rate Protection Agreements; (ed) 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 the Dollar Equivalent of $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; (fe) Indebtedness of a Person existing at the time such Person becomes a Subsidiary Member of the Borrower Consolidated Group or is merged, consolidated or amalgamated with or into the Borrower or any Subsidiary other Member of the Borrower 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); (gf) 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; (hg) Indebtedness created in connection with securitization programs, if any; (ih) Indebtedness (not otherwise permitted under any other clause of this Section 6.12) in an aggregate principal amount outstanding for all Subsidiaries not exceeding at the time of incurrence thereof (together with all such other Indebtedness outstanding pursuant to this clause (ih) at such time plus all Indebtedness outstanding under this Agreement at such time) ten percent (10%) of Consolidated Net Assets (the “Subsidiary Debt Basket Amount”); (ji) other Indebtedness of a Subsidiary not otherwise permitted under any other clause of this Section 6.12 so long as such Subsidiary has in force executed a counterpart to the Parent Guaranty or the Subsidiary Guaranty in substantially the form of Exhibit 6.12Guaranty, as applicable, provided that such the Parent Guaranty and the Subsidiary Guaranty shall contain a provision that all obligations of such Subsidiary under the Parent Guaranty and all obligations thereunder of or the Guarantor party thereto Subsidiary Guaranty, as applicable, shall be terminated upon (I) delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (ih) and this clause (ji) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing; continuing and (kII) Indebtedness created in respect to the extent such Subsidiary also guarantees the obligations of TINC under the Existing Credit Agreement (including any extension, renewal or refinancing thereof), such Subsidiary shall only be released from its obligations under the Parent Guaranty or the Subsidiary Guaranty, as applicable, if such Subsidiary is released from its guarantee of the Angolan Debt and obligations of TINC under the Pacific Drilling DebtExisting Credit Agreement (including any extension, renewal or refinancing thereof) substantially simultaneously; and (lj) Extensionsextensions, renewals or replacements of Indebtedness permitted by clauses (b) through (i) of this Section 6.12 that do not increase the amount of such Indebtedness (other than amounts incurred to pay costs of such extension, renewal or refinancing).