Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently with the payment in full of all of the SecuritiesA Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of the assets of such Guarantor, in each case, if such sale, exchange, disposition or transfer is made by the Company in accordance compliance with the applicable provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence ; (A) the release or discharge of the Guarantors from their obligations. If guarantee by, or direct obligation of, such Guarantor of (i) the Senior Credit Agreement (except (x) a discharge or release by or as a result of payment under such guarantee and (y) if such Guarantor is otherwise an obligor, co-obligor or jointly liable under the Senior Credit Agreement) or (ii) such other guarantee which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release, and that if any such guarantee or direct obligation is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15); (B) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the Guaranteed Obligations are revived and reinstated after the termination applicable provisions of this Guarantee, then all of Indenture; (C) the Company exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the Company’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture being discharged in compliance accordance with the terms of this Indenture; or (D) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, such or upon the liquidation of a Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to following the extent that all obligations transfer of such Guarantor under all of its guarantees ofassets to the Company or another Guarantor; and (2) the Company and such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, and each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. In addition, the Company will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that does not guarantee any Indebtedness under all of its pledges of assets any Credit Facility or other security interests which secure, indebtedness any Capital Markets Indebtedness of the Company or any other Guarantor shall also and is otherwise not an obligor under a Credit Facility, and is not otherwise required by this Section 4.15 to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate upon such sale and be discharged and of no further force or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveeffect.

Release of Guarantees. (a) Concurrently with the payment in full of all of the SecuritiesA Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantor’s Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.upon: (ba) Upon the sale any sale, exchange or disposition of all the Capital Stock owned by the Company of a Guarantor transfer (by merger or otherwise) to of (i) the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Person other than Restricted Subsidiary or (ii) all or substantially all of the Company assets of such Guarantor which sale, exchange or any other Guarantor and which sale or disposition transfer is otherwise made in a manner in compliance with this Indenture; (b) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (c) the Issuer exercising its legal defeasance option or covenant defeasance option as set forth in Article 8 hereof or the Issuer’s obligations under this Indenture being discharged in a manner not in violation of the terms of this Indenture, including as set forth in Article 11 hereof; (d) such Guarantor shall ceasing to be deemed a Restricted Subsidiary as a result of a transaction or designation permitted under this Indenture; (e) such Guarantor being (or being substantially concurrently) released or discharged from all of (i) its obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and Guarantees of payment by the Issuer of any Indebtedness of the Issuer under all the Senior Secured Credit Facilities or (ii) in the case of a Guarantee made by a Guarantor as a result of its pledges guarantee of assets or other security interests which secure, indebtedness Indebtedness of the Company Issuer or a Guarantor pursuant to Section 4.15 hereof, the relevant Indebtedness, except in the case of clause (i) or (ii), a release as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release); (f) upon the merger, amalgamation or consolidation of any other Guarantor shall also terminate with and into the Issuer or another Guarantor or upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release liquidation of such obligations was made Guarantor, in accordance each case, in compliance with the applicable provisions of this Indenture, ; and (g) upon the Trustee occurrence of an Investment Grade Event; provided that such Guarantee shall execute any documents reasonably required in order to evidence be reinstated upon the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveReversion Date.

Release of Guarantees. (a) Concurrently with Subject to the following paragraph and the terms of the Intercreditor Agreement, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all of the SecuritiesGuaranteed Obligations, (ii) be binding upon each Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Guarantors Trustee, the Holders and their successors, transferees and assigns. (b) Each Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Note Guarantees and this Indenture and under the Security Documents, including the Intercreditor Agreement, with respect to the Note Guarantees shall be released from and relieved discharged: (1) upon a sale or other disposition (including by way of their obligations under this Article Twelve. Upon consolidation or merger) of Capital Stock of the delivery by relevant Guarantor or of a Parent thereof, such that such Guarantor ceases to be a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the relevant Guarantor (other than to the Company to or a Restricted Subsidiary), in each case in a transaction otherwise permitted by this Indenture; (2) upon the Trustee designation in accordance with this Indenture of the relevant Guarantor as an Officers’ Certificate andUnrestricted Subsidiary; (3) upon defeasance or discharge of the applicable series of Notes, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to as provided in Article VIII or Article X; (4) upon the release of the Guarantor’s Note Guarantees under any Indebtedness that triggered such obligations was made Guarantor’s obligation to Guarantee the Notes under the covenant described in Section 4.16; provided that no other Indebtedness is at the time Guaranteed by the Guarantor that would result in the requirement that the Guarantor provide Note Guarantees; (5) upon full payment of all obligations of the Company and the Guarantors under this Indenture and the applicable series of Notes; (6) in connection with certain enforcement actions taken by the creditors under certain secured Indebtedness as provided under the Intercreditor Agreement; or (7) as described under Article IX. (c) Each Holder hereby authorizes the Trustee to take all actions, including the granting of releases or waivers under the Intercreditor Agreement, to effectuate any release in accordance with the provisions of this IndentureSection 11.08, the Trustee shall execute any documents reasonably required in order subject to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived customary and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival protections and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery indemnifications provided by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Subsidiary Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Subsidiary Guarantor’s Guarantee, upon: (i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all the assets of such Subsidiary Guarantor, in each case if such sale, exchange, disposition or transfer is made by the Company in accordance compliance with the applicable provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence ; (ii) the release or discharge of the Guarantors from their obligations. If guarantee by such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (iii) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; (iv) upon the merger or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; or (v) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture, ; and (b) such Subsidiary Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company delivering to the Trustee an Officer’s Certificate of such Subsidiary Guarantor or the Issuer and an Officers’ Certificate andOpinion of Counsel, if requested by each stating that all conditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the Trusteeforegoing, an Opinion of Counsel to shall not be required in the effect that the transaction giving rise to the release case of such obligations was made a merger or consolidation in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 10.06(a)(iv).

Release of Guarantees. (a) Concurrently with the payment in full of all of the SecuritiesA Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or sale of all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made by the Company in accordance compliance with the applicable provisions of this Indenture, except that the Trustee Guarantee by EFIH shall execute any documents reasonably required only be released and discharged as provided in order to evidence Section 4.16 hereof; (2) the release or discharge of the Guarantors from their obligations. If any guarantee by such Guarantor that resulted in the creation of the Guaranteed Obligations are revived and reinstated after the termination of this such Guarantee, then all except a discharge or release by or as a result of payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary” hereunder; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture being discharged in compliance accordance with the terms of this Indenture, ; provided that such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company have delivered to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. (b) In the effect that case of a Permitted Asset Transfer described in clause (2) of the transaction giving rise to definition of “Permitted Asset Transfer,” or a Permitted Asset Transfer described in clause (1) of the release definition of “Permitted Asset Transfer” by way of merger, wind-up or consolidation, the Guarantee by EFIH shall be automatically released upon the consummation of such obligations was Permitted Asset Transfer in accordance with Section 4.16 hereof. (c) The Guarantee by EFCH shall automatically be released in connection with a Permitted Asset Transfer made in accordance with Section 4.16 hereof other than a merger, wind-up or consolidation of EFIH into the provisions Issuer where EFCH continues to be a Subsidiary of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveIssuer.

Release of Guarantees. (a) Concurrently with the payment in full A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange, disposition or transfer (by merger, consolidation, dividend, distribution or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all the assets of such Guarantor, in each case, made in compliance with Section 4.10(a)(1) and Section 4.10(a)(2) hereof; (2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by, or as a result of, payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary”; (4) upon the merger or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to the Issuer or another Guarantor; or (5) the exercise by the Company Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release discharge of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture, such Guarantor . The Issuer shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to notify the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness Trustee in writing of the Company release, discharge or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee termination of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made a Guarantee in accordance with this Section 10.06; provided that no such notification shall be a condition for the provisions release, discharge or termination of this Indenture, a Guarantee to be effective; provided further that the Trustee shall execute any documents reasonably required in order be under no obligation to evidence inform Holders of the release occurrence of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount release, discharge or termination of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvea Guarantee.

Release of Guarantees. (a) Concurrently with the payment in full of all The Parent Guarantee of the Securities, Parent Guarantor will be automatically and unconditionally released upon the Guarantors shall be released from and relieved Issuer’s exercise of their its legal defeasance option as described under Article VIII or the Issuer’s obligations under this Indenture being discharged in the manner described in Article Twelve. Upon XI. (b) The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released, and no further action by such Subsidiary Guarantor, the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was made Subsidiary Guarantor’s Subsidiary Guarantee: (1) in connection with any sale, exchange, transfer or other disposition of all or substantially all the assets of that Subsidiary Guarantor (including by way of merger, consolidation or dissolution) to a Person that is not the Company Issuer or a Restricted Subsidiary, if the sale, exchange, transfer or other disposition does not violate Section 4.10; (2) in connection with any sale, transfer or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not the Issuer or a Restricted Subsidiary and that results in such Subsidiary Guarantor ceasing to be a Subsidiary, if the sale, transfer or other disposition does not violate Section 4.10; (3) if the Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.07(c) and the definition of “Unrestricted Subsidiary” in this Indenture; (4) solely with respect to any Restricted Subsidiary that became a Subsidiary Guarantor pursuant to Section 4.14, so long as such Restricted Subsidiary does not then have outstanding any other Indebtedness or guarantees that would give rise to an obligation to provide a guarantee pursuant to Section 4.14, upon the release or discharge by such Subsidiary Guarantor of Indebtedness that gave rise to such Restricted Subsidiary becoming a Subsidiary Guarantor or the Subsidiary Guarantor being released as a Subsidiary Guarantor of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still a release, and if any such Indebtedness of such Subsidiary Guarantor is so reinstated, such Subsidiary Guarantee shall also be reinstated); (5) upon the Issuer’s exercise of its legal defeasance option as described under Article VIII or the Issuer’s obligations under this Indenture being discharged in the manner described in Article XI; and (6) upon the occurrence of a Covenant Suspension Event, as described in Section 4.15. Upon the written request of the Issuer, the Trustee shall execute any documents reasonably required in order to evidence the such release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall by a supplemental indenture or other instrument which may be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned executed by the Company Trustee without the consent of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveHolder.

Release of Guarantees. (a) Concurrently with the payment in full The Guarantee of all of the Securitiesa Guarantor shall be automatically and unconditionally released, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was made Guarantor’s Guarantee: (1) in connection with any sale, exchange, transfer or other disposition of all or substantially all the assets of that Guarantor (including by way of merger, consolidation or dissolution) to a Person that is not the Company Issuer or a Restricted Subsidiary, if the sale, exchange, transfer or other disposition does not violate Section 4.10; (2) in connection with any sale, transfer or other disposition of Capital Stock of that Guarantor to a Person that is not the Issuer or a Restricted Subsidiary and that results in such Guarantor ceasing to be a Subsidiary, if the sale, transfer or other disposition does not violate Section 4.10; (3) if the Issuer designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.07(c) and the definition of “Unrestricted Subsidiary” in this Indenture; (4) solely with respect to any Restricted Subsidiary that became a Guarantor pursuant to Section 4.14, so long as such Restricted Subsidiary does not then have outstanding any other Indebtedness or guarantees that would give rise to an obligation to provide a guarantee pursuant to Section 4.14, upon the release or discharge by such Guarantor of Indebtedness that gave rise to such Restricted Subsidiary becoming a Guarantor or the Guarantor being released as a Guarantor of such Indebtedness (it being understood that a release subject to a contingent reinstatement is still a release, and if any such Indebtedness of such Guarantor is so reinstated, such Guarantee shall also be reinstated); (5) upon the Issuer’s exercise of its legal defeasance option as described under Article VIII or the Issuer’s obligations under this Indenture being discharged in the manner described in Article XI; and (6) upon the occurrence of a Covenant Suspension Event as described in Section 4.15. Upon the written request of the Issuer, the Trustee shall execute any documents reasonably required in order to evidence the such release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall by a supplemental indenture or other instrument which may be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned executed by the Company Trustee without the consent of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveHolder.

Release of Guarantees. (a) Concurrently with the payment in full of all of the SecuritiesA Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was made Guarantor’s Guarantee, upon: (1) with respect to a Subsidiary Guarantor, any sale, exchange, issuance, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution, Restricted Payment or otherwise) of (A) the Capital Stock of such Subsidiary Guarantor (including any sale, exchange, issuance, transfer or other disposition), after which the applicable Subsidiary Guarantor becomes an Excluded Subsidiary, or (B) all or substantially all of the assets of such Subsidiary Guarantor, in each case, if such sale, exchange, issuance, transfer or other disposition is not prohibited by the Company in accordance with the applicable provisions of this Indenture, ; (2) [reserved]; (3) [reserved]; (4) the Trustee shall execute any documents reasonably required Company exercising its Legal Defeasance option or Covenant Defeasance option in order to evidence accordance with Article 8 or the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Company’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture being discharged in compliance accordance with the terms of this Indenture; (5) the merger, consolidation, amalgamation or winding-up of such Guarantor shall with and into the Company or another Guarantor that is the surviving Person in such merger, consolidation, amalgamation or winding-up, or upon the liquidation or dissolution of a Guarantor following the transfer of all of its assets to the Company or another Guarantor; (6) with respect to a Subsidiary Guarantor, the merger, consolidation, amalgamation or winding-up of any Subsidiary Guarantor with and into a Restricted Subsidiary in a transaction permitted by this Indenture where such Restricted Subsidiary is the surviving Person and such Restricted Subsidiary is an Excluded Subsidiary, or upon the liquidation or dissolution of a Subsidiary Guarantor following the transfer of all of its assets to such a Restricted Subsidiary; or (7) with respect to BST and HST only, upon a Permitted BST/HST Disposition to the extent such entity becomes an Excluded Subsidiary. (b) the Company and such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. Notwithstanding anything to the contrary herein or in any other Notes Document, no Subsidiary Guarantor may be deemed released from all its obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company Indenture or any other Guarantor shall also terminate upon such sale Notes Document solely as a result of becoming a non-Wholly-Owned Subsidiary, unless (i) it became a non-Wholly-Owned Subsidiary pursuant to a transaction with a non-affiliated third party for a legitimate business purpose and not for the primary purpose of releasing the guarantee or disposition. Upon the delivery by for debt incurrence or Liability Management Transaction and (ii) the Company is deemed to the Trustee of have made an Officers’ Certificate andInvestment in such resulting non-guarantor Subsidiary, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of and such obligations was made in accordance with the provisions of Investment is a Permitted Investment (this Indenturesentence, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve“Chewy Provision”).

Release of Guarantees. (a) Concurrently with the payment in full of all of the SecuritiesA Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantor’s Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.upon: (ba) Upon the sale any sale, exchange or disposition transfer (by merger, consolidation or otherwise) of all (i) the Capital Stock owned by the Company of a such Guarantor (by merger including any sale, exchange or otherwisetransfer), after which such Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guarantor to a any Person other than the Company Issuer or any other Guarantor a Restricted Subsidiary, and which sale or disposition is otherwise in compliance with the terms applicable provisions of this Indenture, ; (b) such Guarantor shall be deemed released Subsidiary becoming an Excluded Subsidiary; (c) the release or discharge from all of (i) its obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees ofof payment by the Issuer of any Indebtedness of the Issuer under the Senior Secured Credit Facilities or (ii) in the case of a Guarantee made by a Guarantor (each, an “Other Guarantee”) as a result of its guarantee of certain other Indebtedness of the Issuer or a Guarantor pursuant to Section 4.15, the relevant Indebtedness, except in the case of (i) or (ii), a release as a result of the repayment in full of the Indebtedness specified in clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still considered a release, and if any such Indebtedness of such Guarantor under all the Senior Secured Credit Facilities or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated); (d) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of its pledges of assets or other security interests which secure, indebtedness clause (i) of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee definition of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to “Immaterial Subsidiary,” the release of the guarantee referred to in such obligations was made clause; (e) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance compliance with the applicable provisions of this Indenture, ; or (f) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the Issuer’s obligations under this Indenture being discharged in accordance with Article 11; and (2) such Guarantor delivering to the Trustee shall execute any documents reasonably required in order to evidence the release an Officer’s Certificate and an Opinion of such Guarantor from its obligations. Any Guarantor not so released remains liable Counsel, each stating that all conditions precedent provided for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveIndenture relating to such transaction have been complied with.

Release of Guarantees. (a) Concurrently with Subject to the following paragraph and the terms of the Intercreditor Agreements, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all of the SecuritiesGuaranteed Obligations, (ii) be binding upon each Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Guarantors Trustee, the Holders and their successors, transferees and assigns. (b) Each Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Note Guarantees and this Indenture and under the Security Documents, including the Intercreditor Agreements, with respect to the Note Guarantees shall be released from and relieved discharged: (1) in the case of their a Subsidiary Note Guarantee only, upon a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the relevant Guarantor or of a Parent thereof, such that such Guarantor ceases to be a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the relevant Guarantor (other than to the Company or a Restricted Subsidiary), in each case in a transaction otherwise permitted by this Indenture; (2) in the case of a Subsidiary Note Guarantee only, upon the designation in accordance with this Indenture of the relevant Guarantor as an Unrestricted Subsidiary; (3) upon defeasance or discharge of the Notes, as provided in Article VIII or Article X; (4) in the case of a Subsidiary Note Guarantee only (other than a Subsidiary Note Guarantee issued on the Issue Date), to the extent that the relevant Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary”, upon the relevant release of the guarantee or discharge of Indebtedness referred to in such clause; (5) upon full payment of all obligations of the Issuer and the Guarantors under this Article Twelve. Upon Indenture and the delivery Notes; (6) in connection with certain enforcement actions taken by the Company to creditors under certain secured Indebtedness as provided under the Intercreditor Agreements; or (7) as described under Article IX. (c) Each Holder hereby authorizes the Trustee to take all actions, including the granting of an Officers’ Certificate andreleases or waivers under the Intercreditor Agreements, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the effectuate any release of such obligations was made by the Company in accordance with the provisions of this IndentureSection 11.08, the Trustee shall execute any documents reasonably required in order subject to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived customary and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival protections and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery indemnifications provided by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently Purchaser shall reasonably cooperate with Seller prior to the payment Closing Date in full of all Seller’s efforts to terminate as of the SecuritiesClosing, all guarantees or commitments by Seller or its Affiliates (other than the Guarantors shall be released from Companies and relieved the Transferred Subsidiaries) of their specified obligations of any of the Companies or the Transferred Subsidiaries under this Article Twelve. Upon any agreements to which any of the delivery by Companies or the Company to Transferred Subsidiaries is a party (the Trustee of an Officers’ Certificate and“Seller Performance Guarantees”), including if requested by the Trusteerelevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, an Opinion of Counsel by offering guarantees, support or other security arrangements reasonably acceptable to the effect that the transaction giving rise to the release relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations was made by thereunder) to be renewed, extended, expanded or amended after the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligationsClosing. If any Seller Performance Guarantees are not terminated as of the Guaranteed Obligations are revived and reinstated Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the termination of this Guarantee, then all of Closing on terms reasonably acceptable to the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment parties to this GuaranteeAgreement, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that all obligations of such Guarantor under all of its guarantees ofdocuments, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if as are reasonably requested by Seller or its Affiliates, be executed by Purchaser to further evidence the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made set forth in accordance with the provisions clauses (a) and (b) of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 7.16.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all of the assets of such Guarantor (including to any of the Company or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (2) (a) the release or discharge of the guarantee by, or direct obligation of, such Guarantor of Indebtedness under the Revolving Credit Facility or Capital Markets Indebtedness of any Company or any Guarantor that resulted in the creation of such Guarantee, or (b) the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement is still a release); (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (4) (a) the exercise by the Company of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or (b) the discharge of the Company’s obligations under this Indenture in accordance with the provisions terms of this Indenture; (5) the merger, amalgamation or consolidation of any Guarantor with and into the Company or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions hereof; (6) as described under Article IX; or (7) the occurrence of a Covenant Termination Event. Notwithstanding the foregoing, any guarantee by a Parent Company may be automatically and unconditionally released and discharged for any reason. The Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of any Guarantor from its obligations under its Guarantee; provided that prior to executing such documents, the Guarantors Trustee shall be entitled to receive from their obligationsthe Company an Officer’s Certificate and an Opinion of Counsel compliant with Section 12.04 to the effect that the conditions precedent to such release have been satisfied. If any Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of the Guaranteed Obligations are revived Guarantee and reinstated after the termination other obligations of any Guarantor as contemplated by the foregoing provisions of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementSection 10.05. (b) Upon The Company will have the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indentureright, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect Trustee, to cause any Guarantor that does not guarantee any Indebtedness under the transaction giving rise to Revolving Credit Facility or Capital Markets Indebtedness of the release of such obligations was made in accordance with Company or Guarantor, and is not otherwise required by the provisions applicable terms of this IndentureIndenture to provide a Guarantee, the Trustee shall execute any documents reasonably required in order to evidence the release be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveno further force or effect.

Release of Guarantees. (a) Concurrently with On or prior to the payment Distribution Time or as soon as practicable thereafter, each Party shall each use commercially reasonable efforts to cause a member of the Spinco Group to be substituted in full all respects for a member of the Pluto Group, as applicable, and for the members of the Pluto Group, as applicable, to be otherwise removed or released, effective as of the Distribution Time, in respect of all obligations of any member of the SecuritiesSpinco Group under each guarantee, indemnity, surety bond, letter of credit, banker acceptance and letter of comfort (each, a “Guarantee”), given or obtained by any member of the Guarantors Pluto Group for the benefit of any member of the Spinco Group or the Spinco Business, including the removal of any Lien (other than Permitted Liens) on or in any Pluto Asset that may serve as collateral or security for any Spinco Liability. If Pluto and Spinco have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee as of the Distribution Time then, following the Distribution Time, Spinco shall be released effect such substitution, removal, release and termination as soon as reasonably practicable after the Distribution Time; provided that from and relieved after the Distribution Time, Spinco shall indemnify against, hold harmless and promptly reimburse the members of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee Pluto Group for any costs of an Officers’ Certificate andmaintaining any such Guarantee, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was any payments made by members of the Company Pluto Group and for any and all Liabilities of the applicable members of the Pluto Group arising out of, in whole or in part, any performance obligation in accordance with the provisions underlying obligation under or ongoing maintenance of this Indenture, any such Guarantee (except to the Trustee extent the performance obligation under any such Guarantee shall execute any documents reasonably required in order have been triggered solely by an act or failure to evidence the release act of the Guarantors from their obligations. If any of applicable guarantor (rather than the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementunderlying obligor)). (b) Upon On or prior to the sale Distribution Time or disposition as soon as practicable thereafter, Pluto and Spinco shall each use their commercially reasonable efforts to cause a member of the Pluto Group to be substituted in all respects for a member of the Spinco Group, as applicable, and for the members of the Spinco Group, as applicable, to be otherwise removed or released, effective as of the Distribution Time, in respect of all obligations of any member of the Capital Stock owned Pluto Group under each Guarantee, given or obtained by any member of the Spinco Group for the benefit of any member of the Pluto Group or the Pluto Business, including the removal of any Lien (other than Permitted Liens) on or in any Spinco Asset that may serve as collateral or security for any Pluto Liability. If Pluto and Spinco have been unable to effect any such substitution, removal, release and termination with respect to any such Guarantee by the Company Distribution Time then, following the Distribution Time, Pluto shall effect such substitution, removal, release and termination as soon as reasonably practicable after the Distribution Time; provided that from and after the Distribution Time, Pluto shall indemnify against, hold harmless and promptly reimburse the members of the Spinco Group for any costs of maintaining any such Guarantee, any payments made by members of the Spinco Group and for the Liabilities of the applicable members of the Spinco Group arising out of, in whole or in part, any performance obligation in accordance with the underlying obligation under or ongoing maintenance of any such Guarantee (except to the extent the performance obligation under any such Guarantee shall have been triggered solely by an act or failure to act of the applicable guarantor (rather than the underlying obligor)). (c) In furtherance and not in limitation of Sections 2.11(a) and (b), to the extent required to obtain a Guarantor release from a Guarantee of: (i) any member of the Pluto Group, Spinco shall execute a guarantee agreement in the form of the existing Guarantee or such other form as is agreed to by merger or otherwise) the relevant parties to a Person such guarantee agreement, which agreement shall include the removal of any Lien (other than the Company Permitted Liens) on or in any other Guarantor and which sale Pluto Asset that may serve as collateral or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that security for any such termination upon such sale or disposition shall occur if and only Spinco Liability, except to the extent that all obligations of such Guarantor under all of its guarantees ofexisting Guarantee contains representations, and under all of its pledges of assets covenants or other security interests terms or provisions either (i) with which secure, indebtedness Spinco would be reasonably unable to comply or (ii) which Spinco would not reasonably be able to avoid breaching; and (ii) any member of the Company Spinco Group, Pluto shall execute a guarantee agreement in the form of the existing Guarantee or any such other Guarantor shall also terminate upon such sale or disposition. Upon the delivery form as is agreed to by the Company relevant parties to such guarantee agreement, which agreement shall include the removal of any Lien (other than Permitted Liens) on or in any Spinco Asset that may serve as collateral or security for any such Pluto Liability, except to the Trustee of an Officers’ Certificate andextent that such existing Guarantee contains representations, if requested by the Trustee, an Opinion of Counsel covenants or other terms or provisions either (i) with which Pluto would be reasonably unable to the effect that the transaction giving rise comply or (ii) which Pluto would not reasonably be able to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveavoid breaching.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all of the assets of such Guarantor, in each case if such sale, exchange, disposition or transfer is made by the Company in accordance compliance with the applicable provisions of this Indenture; (B) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such other guarantee is so reinstated, the Trustee related Guarantee shall execute also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any documents reasonably required Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in order compliance with the applicable provisions of this Indenture; (D) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to evidence the release Issuer or another Guarantor; or (E) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture, ; and (ii) such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only delivering to the extent that all obligations Trustee an Officer’s Certificate of such Guarantor under or the Issuer and an Opinion of Counsel, each stating that all of its guarantees ofconditions precedent provided for in this Indenture relating to such transaction or release and discharge have been complied with. Notwithstanding the foregoing, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, neither an Opinion of Counsel to nor an Officer’s Certificate shall be required in the effect that the transaction giving rise to the release case of such obligations was made a merger or consolidation in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 10.06(i)(D).

Release of Guarantees. (a) Concurrently A Guarantor will be automatically and unconditionally released from its obligations under the Indenture and with respect to its Guarantee (any of the following, a "Guarantee Release Condition"): (i) with respect to any series of Senior Notes, as applicable, if the Company exercises its legal defeasance option or our covenant defeasance option as described in Section 10.06 of the Base Indenture with respect to such series of Senior Notes or if our obligations under the Indenture are discharged in accordance with the payment in full of all terms of the SecuritiesIndenture in respect of such series of Senior Notes; (ii) with respect to all series of Senior Notes, on the date upon which such Person ceases to be a Domestic Subsidiary of the Company; or (iii) with respect to all series of Senior Notes, upon either (x) the substantially simultaneous termination, release or discharge of indebtedness for borrowed money of such Guarantor or any other Guarantor (including any release or discharge that would be conditioned on the release or discharge of the Guarantee hereunder or on the termination, release or discharge of any other guarantee or indebtedness for borrowed money) or (y) any other event or circumstance, in each case, as a result of which or upon which the aggregate principal amount of indebtedness for borrowed money issued or borrowed by the Guarantors shall be released from and relieved (collectively) constitutes no more than 20.0% of their obligations under this Article Twelve. Upon the delivery by aggregate principal amount of indebtedness for borrowed money of the Company and its subsidiaries, on a consolidated basis, as of such time. (b) At the request of the Company, and upon delivery to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, and an Opinion of Counsel Counsel, each stating that all conditions precedent under the Indenture relating to the effect that the transaction giving rise to the such release of such obligations was made by the Company in accordance with the provisions of this Indenturehave been complied with, the Trustee shall will execute any documents reasonably required in order to evidence requested by the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, Company evidencing such revival and reinstatementrelease. (bc) Upon the sale or disposition of all the Capital Stock owned by the Company of If a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all its obligations under hereunder pursuant to this Article Twelve; providedSection 4.03, however, that any such termination upon such sale or disposition it shall occur if cease to be a "Guarantor" as defined in and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvepurposes hereof.

Release of Guarantees. (a) Concurrently with The Guarantee by the payment in full Guarantor shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of all of no further force and effect, and no further action by the SecuritiesGuarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (a) the Capital Stock of the Guarantor, after which the Guarantor is no longer a Subsidiary, or (b) all or substantially all of the assets of the Guarantor (including to the Company), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (2) (a) the exercise by the Company of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII of the Base Indenture or (b) the discharge of the Company’s obligations under this Indenture in accordance with the provisions terms of this Indenture; (3) the merger, amalgamation or consolidation of the Trustee Guarantor with and into the Company or another subsidiary of the Company, or upon the liquidation or dissolution of the Guarantor; or (4) as described under Article IX (Amendments) of the Base Indenture. The Trustee, at the Company’s expense, shall execute any documents reasonably required requested by the Company in order to evidence the release of the Guarantors Guarantor from their obligations. If any of its obligations under its Guarantee; provided that prior to executing such documents, the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee Trustee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment entitled to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by receive from the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor an Officer’s Certificate and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel compliant with Section 11.04 of the Base Indenture to the effect that the transaction giving rise conditions precedent to such release have been satisfied. Any failure by the Trustee to execute such documents shall, however, not affect the automatic release and discharge of such the Guarantee and the other obligations was made in accordance with of any Guarantor as contemplated by the foregoing provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 1.04.

Release of Guarantees. (a) Concurrently with If Parent shall request the payment in full of all release of the SecuritiesGuarantee of any Subsidiary Loan Party (i) upon the consummation of any transaction permitted by this Agreement (for the avoidance of doubt, as in effect from time to time) as a result of which transaction such Subsidiary Loan Party (A) ceases to be a Subsidiary or (B) becomes a Partial Transfer Subsidiary (but, in the Guarantors case of this clause (B), only if such Subsidiary Loan Party is not a Guarantor of any other Material Indebtedness of Parent or another Subsidiary) or (ii) upon any Subsidiary Loan Party otherwise ceasing to be a Designated Subsidiary (including because such Subsidiary Loan Party becomes a Specified Foreign Subsidiary) and, in each case, shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company deliver to the Trustee Administrative Agent a certificate of an Officers’ Certificate anda Financial Officer of Parent, if requested by the Trusteein each case of clause (i) above, an Opinion of Counsel to the effect that such transaction and, if applicable, the transaction giving rise to application of the release of such obligations was made by the Company in accordance proceeds thereof will comply with the provisions terms of this IndentureAgreement (and, in the event clause (B) is applicable, that the condition set forth in the parenthetical in such clause (B) is satisfied) or, in the case of clause (ii) above, setting forth details with respect thereto, the Trustee Administrative Agent, if satisfied that the applicable certificate is correct, shall execute any and deliver to Parent, at Parent’s expense, all documents that Parent shall reasonably required in order request to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the such termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementor release. (b) Upon Notwithstanding anything to the sale contrary herein or disposition of in any other Loan Document, the Guarantees provided under the Guarantee Agreement shall terminate when all the Capital Stock owned by the Company of a Guarantor Obligations (by merger or otherwise) to a Person other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) have been indefeasibly paid in full, all Commitments have terminated or expired, the Company or any other Guarantor LC Exposure has been reduced to zero and which sale or disposition is otherwise in compliance the Issuing Banks have no further obligations to issue Letters of Credit hereunder. In connection with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon pursuant to this paragraph, the Administrative Agent shall execute and deliver to Parent, at Parent’s expense, all documents that Parent shall reasonably request to evidence such sale or disposition shall occur if termination. (c) Any execution and only to the extent that all obligations delivery of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery documents by the Company Administrative Agent pursuant to the Trustee of an Officers’ Certificate andthis Section shall be without recourse to, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indentureor representation or warranty by, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveAdministrative Agent.

Release of Guarantees. (a) Concurrently with Notwithstanding any other provision of this Agreement or the payment in full of all of Guarantee Agreement, any Guarantees made by any Subsidiary Guarantor under the Securities, the Guarantors Guarantee Agreement shall be automatically released from and relieved of their obligations under this Article Twelve. Upon the delivery on a Business Day specified by the Company Holdings (a “Guarantee Release Date”), provided that: (1) Holdings shall have given written notice to the Trustee Administrative Agent at least five Business Days prior to such Guarantee Release Date, specifying the proposed Guarantee Release Date and the Subsidiary Guarantors to be released; (2) on the Guarantee Release Date, upon the effectiveness of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions Subsidiary Guarantor hereunder, such Subsidiary Guarantor shall not Guarantee any Material Indebtedness; (3) no Default or Event of this IndentureDefault shall have occurred and be continuing as of such Guarantee Release Date; and (4) on such Guarantee Release Date, the Trustee Administrative Agent shall execute any documents reasonably required in order to evidence have received a certificate, dated such Guarantee Release Date and executed on behalf of Holdings by a Responsible Officer of Holdings, confirming the release satisfaction of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived condition set forth in clauses (2) and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement(3) above. (b) Upon The Lenders hereby expressly authorize the sale Administrative Agent to, and the Administrative Agent hereby agrees to, execute and deliver to the Loan Parties all such instruments and documents as the Loan Parties may reasonably request to effectuate, evidence or disposition confirm any release provided for in this Section 9.25, all at the sole cost and expense of all the Capital Stock owned Loan Parties. Any execution and delivery of documents pursuant to this Section 9.25 shall be without recourse to or representation or warranty by the Company of a Guarantor Administrative Agent. (by merger or otherwisec) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with Without limiting the provisions of Section 9.05, Holdings and the Borrowers shall reimburse the Administrative Agent upon demand for all costs and expenses, including fees, disbursements and other charges of counsel, incurred by any of them in connection with any action contemplated by this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 9.25.

Release of Guarantees. Subject to compliance with the provisions described above under this Article 11, the Note Guarantee of a Guarantor and the security interests granted by that Guarantor to secure its Note Guarantee will be released: (a) Concurrently if the lenders under the Credit Agreement release the guarantees by such Guarantor under the Credit Agreement (provided that it will not be deemed to be a release of the first priority security interest requiring the automatic release of the Trustee’s Liens (for the benefit of the Holders) if the release of the first priority lien securing the Credit Agreement is the result of a Refinancing of the Credit Agreement and as a result of which the first priority liens in favor of the administrative agent (for the benefit of the lenders under the Credit Agreement) are terminated and/ or replaced with liens in favor of the payment lenders or holders of such refinancing Indebtedness (or any agent on their behalf); (b) in full connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) an Issuer or a Restricted Subsidiary of ▇▇▇▇ Las Vegas, if the sale or other disposition is made in compliance with Section 4.10 hereof, and if, after giving effect to such sale or other disposition, such Guarantor is an Immaterial Subsidiary; (c) in connection with any sale or other disposition of all of the Securities, the Guarantors shall be released from and relieved Capital Stock of their obligations under this Article Twelve. Upon the delivery by the Company that Guarantor to the Trustee a Person that is not (either before or after giving effect to such transaction) an Issuer or a Restricted Subsidiary of an Officers’ Certificate and▇▇▇▇ Las Vegas, if requested by the Trusteesale or other disposition does not violate Section 4.10 hereof; (d) if ▇▇▇▇ Las Vegas designates such Guarantor, if a Restricted Subsidiary, to be an Opinion Unrestricted Subsidiary in accordance with Section 4.17 hereof; or (e) upon Legal Defeasance as provided for in Section 8.02 hereof or satisfaction and discharge of Counsel to the effect that the transaction giving rise this Indenture as provided for in Section 12.01 hereof. In addition to the release of such obligations was made any Note Guarantee by the Company applicable Guarantor as described in accordance with the provisions of this IndentureSection 11.06, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall the Note Guarantees will be revived and reinstated as released if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so Collateral is released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided for in this Article TwelveSection 10.03(b) hereof.

Release of Guarantees. The Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) Concurrently in connection with the payment in full any sale or other disposition of all or substantially all of the Securitiesassets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of such that after such transaction, such Guarantor would no longer constitute an Officers’ Certificate Issuer Restricted Subsidiary, and, if requested by the Trusteein each case, an Opinion of Counsel to the effect that the such sale, exchange, disposition or other transfer or transaction giving rise to the release of such obligations was is made by the Company in accordance compliance with the all applicable provisions of this Indenture, if any, and such Person is not a guarantor of any First Lien Obligation (other than the Trustee shall execute Securities), (b) in connection with any documents reasonably required in order to evidence the release sale of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) that is an Issuer Restricted Subsidiary to a Person other than that is not (either before or after giving effect to such transaction) the Company Issuer or any other Guarantor and which sale or disposition is otherwise an Issuer Restricted Subsidiary in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the applicable provisions of this Indenture, if any, and such Person is not a guarantor of any First Lien Obligation (other than the Trustee shall execute Securities), (c) if the Issuer properly designates any documents reasonably Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to ▇▇▇▇▇▇▇ ▇▇▇, (▇) if such Guarantor is (or immediately after being released from its Guarantee of the Securities will be) released from its Guarantee of all First Lien Obligations except any such release by or as a result of payment of such Guarantee and such Guarantor is not a guarantor under any of the Existing Notes and is not otherwise required to Guarantee the Securities under this Indenture in order accordance with Section 1201, (e) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (f) if such Guarantee was originally Incurred to evidence permit such Guarantor to Incur or guarantee Debt not otherwise permitted pursuant to Section 908, Section 909 or Section 916 and the Debt so Incurred or guaranteed (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to such release, such Guarantor does not have any outstanding Debt or guarantee that would violate Section 908, Section 909 or Section 916 if such outstanding Debt or guarantee would have been Incurred following the release of such Note Guarantee and such Guarantor from its obligations. Any Guarantor is not so released remains liable for a guarantor under any First Lien Obligation (other than the full amount Securities)) or (g) upon the occurrence of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvea Collateral Release Ratings Event.

Release of Guarantees. (a) Concurrently Purchaser shall reasonably cooperate with Seller prior to the payment Closing Date in full of all Seller’s efforts to terminate as of the SecuritiesClosing, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery all guarantees or commitments by Seller or its Affiliates (other than the Company and the Transferred Subsidiaries) set forth on Schedule 7.14(a) of Seller’s Disclosure Schedules of specified obligations of the Company or either of the Transferred Subsidiaries under any agreements to which the Trustee Company or either of an Officers’ Certificate andthe Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the Trusteerelevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, an Opinion of Counsel by offering guarantees, support or other security arrangements reasonably acceptable to the effect that the transaction giving rise to the release relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations was made by the Company in accordance with the provisions of this Indenturethereunder) to be renewed, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated extended, expanded or amended after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementClosing. (b) Upon If any Seller Performance Guarantees are not terminated as of the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person Closing other than through any failure to take action by Seller or its Affiliates (the Company or “Continuing Seller Performance Guarantees”), Purchaser shall (i) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (ii) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only reasonable losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (iii) procure that such documents, as are reasonably requested by Seller or its Affiliates and in form and substance reasonably acceptable to Purchaser, be executed by Purchaser to further evidence the obligations set forth in clauses (i) and (ii) of this Section 7.14(b). (c) Prior to the Closing, Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser terminations and/or releases with respect to all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness Indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon and the delivery by the Company Transferred Subsidiaries to the Trustee of an Officers’ Certificate and, if extent reasonably requested by the TrusteePurchaser, an Opinion of Counsel in each case, in customary and commercially reasonable form, subject in each case to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveClosing.

Release of Guarantees. The Secured Note Guarantee of a Guarantor will be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon: (a) Concurrently the release or discharge of the Indebtedness of or Guarantee by such Subsidiary that resulted in the creation of such Secured Note Guarantee pursuant to Section 4.07(a) (or would have resulted in the creation of a Secured Note Guarantee pursuant to Section 4.07(a) had such Secured Note Guarantee not already been in place) other than a discharge of (1) a Guarantee as a result of payment under such Guarantee or (2) Indebtedness as a result of the acceleration of such Indebtedness due to a default or event of default under the terms thereof; (b) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of such Subsidiary such that such Subsidiary is no longer a Domestic Restricted Subsidiary of the Company, if such sale or other disposition is not prohibited by the terms of this Indenture; (c) if such Subsidiary was not required to create a Secured Note Guarantee pursuant to Section 4.07(a) but did so at its option, upon the request by such Subsidiary of release at any time; provided that after giving effect to such release, the Company would be in compliance with the covenant set forth in Section 4.07; (d) upon the Company exercising the legal defeasance option, or the Company‟s obligations under the Indenture being discharged, in accordance with Article 8; or (e) upon payment in full of the principal of, accrued and unpaid interest and premium, if any, on all Notes then outstanding and all other Notes Obligations (other than contingent liabilities for which no claim has been asserted). Upon written direction of the Securities, the Guarantors shall be released from Company and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Officers‟ Certificate and, if requested by the Trustee, and an Opinion of Counsel to Counsel, the effect that Trustee or the transaction giving rise to the release of such obligations was made Collateral Agent, as applicable, will execute any documents reasonably requested by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence or effect the release of the Guarantors any Subsidiary from their obligationsits obligations under its Secured Note Guarantee. If Upon any release of the Guaranteed Obligations are revived and reinstated after the termination of this a Subsidiary from its Secured Note Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor Subsidiary shall also terminate upon be released, without any further action by such sale Subsidiary or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andCompany, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for Notes Obligations under the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSecurity Documents.

Release of Guarantees. (a) Concurrently with If the payment in full of all Company shall request the release of the SecuritiesGuarantee of any Subsidiary Loan Party upon the consummation of any transaction permitted by this Agreement (for the avoidance of doubt, as in effect from time to time) as a result of which such Subsidiary Loan Party (i) ceases to be a Subsidiary or (ii) becomes a Partial Transfer Subsidiary (but, in the Guarantors case of this clause (ii), only if (A) such Subsidiary Loan Party is not a Guarantor of any other Material Indebtedness of the Company or another Subsidiary, and (B) the Company and the other Subsidiaries do not own in the aggregate more than 85% of the Equity Interests in such Subsidiary Loan Party) and shall be released from and relieved deliver to the Administrative Agent a certificate of their obligations under this Article Twelve. Upon the delivery by a Financial Officer or other executive officer of the Company to the Trustee of an Officers’ Certificate effect that such transaction and, if requested by applicable, the Trusteeapplication of the proceeds thereof will comply with the terms of this Agreement (and, an Opinion of Counsel in the event clause (ii) is applicable, that the condition set forth in the parenthetical in such clause (ii) is satisfied), the Administrative Agent, if satisfied that the applicable certificate is correct, shall execute and deliver to the effect Company, at the Company’s expense, all documents that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order request to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the such termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementor release. (b) Upon Notwithstanding anything to the sale contrary herein or disposition of in any other Loan Document, the Guarantees provided under any Guarantee Agreement shall terminate when all the Capital Stock owned by the Company of a Guarantor Obligations (by merger or otherwise) to a Person other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) have been indefeasibly paid in full, all Commitments have terminated or expired, the Company or any other Guarantor LC Exposure has been reduced to zero and which sale or disposition is otherwise in compliance the Issuing Banks have no further obligations to issue Letters of Credit hereunder. In connection with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition pursuant to this paragraph, the Administrative Agent shall occur if execute and only deliver to the extent Company, at the Company’s expense, all documents that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon reasonably request to evidence such sale or disposition. Upon the termination. (c) Any execution and delivery of documents by the Company Administrative Agent pursuant to the Trustee of an Officers’ Certificate andthis Section shall be without recourse to, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indentureor representation or warranty by, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveAdministrative Agent.

Release of Guarantees. Prior to the Closing, Seller and Purchaser shall cooperate and shall use their respective commercially reasonable efforts to, effective as of the Closing, (a) Concurrently with terminate or cause to be terminated, or cause Purchaser or one of its Affiliates to be substituted in all respects for Seller and any of its Affiliates (other than the payment Acquired Companies) (collectively, the “Released Parties”) in full respect of all of the Securities, the Guarantors shall be released from liabilities and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors Released Parties under this Guarantee shall be revived any guarantee of or relating to liabilities or obligations (including under any Material Contract, Contract or letter of credit) of the Acquired Companies and reinstated as if this Guarantee had not been terminated until such time as listed in Section 5.11 of the Guaranteed Obligations are again terminatedSeller Disclosure Schedule (collectively, the “Guarantees”), and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale cause Purchaser or disposition one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith) issued on behalf of Purchaser or one of its Affiliates in replacement of all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Capital Stock owned Released Parties for the benefit of the Acquired Companies and listed in Section 5.11 of the Disclosure Schedule (collectively, the “Surety Bonds”). In the case of the failure to do so by the Company Closing, then, Seller and Purchaser shall continue to cooperate and use their respective commercially reasonable efforts as described in the preceding sentence, and Purchaser shall (i) indemnify the Released Parties for any and all liabilities or obligations arising from such Guarantees and Surety Bonds and (ii) not permit the Acquired Companies or their Affiliates to (A) renew or extend the term of a Guarantor or (by merger B) increase its obligations under, or otherwise) transfer to a Person another third party, any Material Contract, Contract or letter of credit or other than the Company liability or obligation for which any other Guarantor and which sale Released Party is or disposition is otherwise in compliance with the terms of this Indenture, would reasonably be expected to be liable under such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale Guarantee or disposition shall occur if and only to Surety Bond. To the extent that all any Released Party has performance obligations under any such Guarantee or Surety Bond, Purchaser shall use its commercially reasonable efforts to (I) fully perform or cause to be fully performed such obligations on behalf of such Guarantor under all of its guarantees ofReleased Party or (II) otherwise take such action as reasonably requested by Seller so as to place such Released Party in the same position as if Purchaser, and under all of its pledges of assets not such Released Party, had performed or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon were performing such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. Prior to the Closing, Buyer shall, effective on the Closing Date, either (a) Concurrently with arrange for substitute letters of credit, guarantees and other obligations on commercially reasonable terms to replace in all respects the payment in full indemnities, performance bonds, performance guarantees, other guaranty obligations, letters of all credit and other similar arrangements of the SecuritiesSeller or its Affiliates (collectively, the Guarantors shall be released from and relieved “Released Parties”) in favor of their any of Generation or a Material Subsidiary (collectively, “Guarantees”) or (b) assume all obligations under this Article Twelve. Upon each such Guarantee, obtaining from the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the creditor or other counter-party a full release of the Guarantors from their obligationsReleased Parties. If any Section 5.14 of the Guaranteed Obligations are revived Seller Disclosure Letter contains a true and reinstated after the termination accurate list of this Guarantee, then all such Guarantees. Effective as of the Closing, Buyer shall terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Released Parties in respect of, all obligations of the Guarantors Released Parties under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only Guarantee. Buyer shall, to the extent the beneficiary or counter-party under any Guarantee refuses to accept such a substitute letter of credit, (i) obtain a letter of credit on behalf of a Released Party and (ii) indemnify and hold harmless the Released Parties for any Losses arising from payments under such Guarantees that all relate to events or circumstances arising after the Closing. To the extent that any Released Party has performance obligations under any such Guarantee, Buyer shall (i) perform such obligations on behalf of such Guarantor under all of its guarantees ofReleased Party or (ii) otherwise take such action as reasonably requested by Seller so as to put such Released Party in the same position as if Buyer, and under all of its pledges of assets not such Released Party, had performed or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon was performing such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (ai) Concurrently with the payment in full of all of the SecuritiesThe Purchaser shall use reasonable endeavours to procure by Closing or, the Guarantors shall be released from if and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andextent not done by Closing, if requested by the Trusteeas soon as reasonably practicable thereafter, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If Seller or any member of the Seller’s Group or any person connected with any of them from all securities, guarantees or indemnities given by or binding upon the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all Seller or any member of the obligations Seller’s Group or any person connected with any of them in respect of any liability of the Guarantors under this Guarantee Company (as set out in Part 1 of Schedule 11). Pending such release the Purchaser shall be revived indemnify the Seller and reinstated as if this Guarantee had not been terminated until any member of the Seller’s Group and any person connected with any of them against all amounts paid by any of them pursuant to any such time as securities, guarantees and indemnities in respect of such liability of the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementCompany which arises after Closing. (bii) Upon In respect of the sale [***], the Purchaser shall use reasonable endeavours to procure the release or disposition replacement of all such guarantees within ninety (90) days from the Capital Stock owned date of receiving a request from the Seller, and in any case within six months from the Closing Date. If, during such six-month period, Mineração Morro Velho Ltda. intends to sell, transfer, assign, pledge, charge, mortgage, create or permit any lien or other encumbrance over, or otherwise dispose of or deal with any of such properties, the Purchaser shall procure the release or replacement of the applicable guarantee within ninety (90) days from the date on which such intention is notified to the Purchaser in writing. (iii) The Seller shall use reasonable endeavours to procure by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this IndentureClosing or, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees ofnot done by Closing, and under all of its pledges of assets or other security interests which secureas soon as reasonably practicable thereafter, indebtedness the release of the Company from any securities, guaranties or indemnities given by or binding upon the Company in respect of any liability of the Seller or any other Guarantor member of the Seller’s Group (as set out in Part 2 of Schedule 11). Pending such release, the Seller shall also terminate upon such sale or disposition. Upon the delivery by indemnify the Company against all amounts paid by it pursuant to the Trustee of an Officers’ Certificate andany such securities, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release guarantees and indemnities in respect of such obligations was made in accordance with liability of the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSeller which arises after Closing.

Release of Guarantees. (a) Concurrently with The Administrative Agent and the payment in full of all of the Securities, the Guarantors Lenders hereby irrevocably agree that a Guarantor shall be released from the guarantees upon consummation of any transaction not prohibited hereunder resulting in such Guarantor ceasing to constitute a Guarantor or otherwise a Subsidiary (and relieved of their obligations under this Article Twelve. Upon the delivery Administrative Agent may rely conclusively on a certificate to that effect provided to it by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release Authorized Officer of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementBorrower upon its reasonable request without further inquiry). (b) Upon Notwithstanding anything to the sale contrary contained herein or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or in any other Credit Document, the Lenders hereby irrevocably authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements and take any action necessary or desirable to evidence and confirm the release of any Guarantor and which sale or disposition is otherwise in compliance with pursuant to the terms foregoing provisions of this IndentureSection 10.18, such all without the requirement of notice to or the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Credit Document relating to any Guarantor shall no longer be deemed released from all obligations under this Article Twelve; providedto be made. In connection with any release hereunder, however, that the Administrative Agent shall promptly (and the Lenders hereby authorize the Administrative Agent to) take such action and execute any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if documents as may be reasonably requested by the TrusteeBorrower, an Opinion of Counsel to at the effect that the transaction giving rise to Borrower’s expense, in connection with the release of such Guarantor. (c) Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than any contingent or indemnification obligations was made not yet due and payable and for which no claim has been asserted) have been paid in accordance with full in cash or equivalents thereof, all Commitments have terminated or expired, upon request of the provisions Borrower and/or the Administrative Agent, as applicable, shall (without notice to, or vote or consent of, any Lender) take such actions (and each Lender hereby authorizes the Administrative Agent to take such actions) as shall be required to release all obligations under any Credit Document, whether or not on the date of this Indenturesuch release there may be any contingent or indemnification obligations not yet due and payable and for which no claim has been asserted. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, examinership, liquidation or reorganization of the Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, examiner, intervenor or conservator of, or trustee or similar officer for, the Trustee shall execute Borrower or any documents reasonably required in order to evidence the release Guarantor or any substantial part of its property, or otherwise, all as though such Guarantor from its obligations. Any Guarantor payment had not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvebeen made.

Release of Guarantees. (a) Concurrently Notwithstanding anything in this Article Fifteen to the contrary, concurrently with the payment in full of all the principal of, premium, if any, and interest on Securities of the Securitiesa series or upon Defeasance or Covenant Defeasance with respect to Securities of a series, the Guarantors every Guarantor shall be released from and relieved of their its obligations under this Article TwelveFifteen with respect to the Securities of such series. Upon the delivery by the Company Companies to the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations this Guarantee was made by the Company Companies in accordance with the provisions of this IndentureIndenture and the Securities, the Trustee (at the expense of the Companies) shall execute and deliver any documents reasonably required in order to evidence the release of the Guarantors each Guarantor from their obligationsits obligations under this Guarantee. If any of the Guaranteed Obligations obligations to pay the principal of, premium, if any, and interest on such Securities and all other obligations of the Companies are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors each Guarantor under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedprincipal of, premium, if any, and the Guarantors interest on such Securities are paid in full, and each Guarantor shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently with the payment in full A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange, disposition, or transfer (by merger, consolidation, dividend, distribution, or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all the assets of such Guarantor, in each case, made in compliance with Section 4.10(a)(1) and Section 4.10(a)(2) hereof; (2) the release or discharge of the guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, except a discharge or release by, or as a result of, payment under such guarantee; (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with Section 4.07 hereof and the definition of “Unrestricted Subsidiary”; (4) upon the merger or consolidation of any Guarantor with and into the Company, the Co-Issuer or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all or substantially all of its assets to the Company, the Co-Issuer or another Guarantor; or (5) the exercise by the Company Issuers of the Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release discharge of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuers’ obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture. The Issuers shall notify the Trustee in writing of the release, discharge or termination of a Guarantee in accordance with this Section 10.06; provided that no such notification shall be a condition for the release, discharge or termination of a Guarantee to be effective; provided further that the Trustee shall be under no obligation to inform Holders of the occurrence of the release, discharge or termination of a Guarantee. Upon any event or circumstance giving rise to a release of a Guarantee as specified above, the Trustee and the Collateral Agent shall, at the sole cost and written request of the Issuers, without recourse, representation or warranty, execute any documents reasonably requested by the Issuers in order to evidence or effect such release or discharge of such Guarantor’s obligations under the Collateral Documents. Upon any release of a Guarantor from its Guarantee, such Guarantor shall also be deemed released from all its obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveCollateral Documents.

Release of Guarantees. (a) Concurrently with A Subsidiary Loan Party (other than the payment in full Borrower) shall be automatically released from its obligations under the Loan Documents upon the consummation of all any transaction permitted by this Agreement as a result of which (i) such Subsidiary Loan Party shall cease to be a Subsidiary and (ii) each other Guarantee by such Subsidiary Loan Party of (x) any Material Indebtedness of the Securities, Borrower and (y) the Guarantors Indebtedness under the Existing Credit Agreement shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementreleased. (b) Upon If (i) the sale 2016 Notes shall be redeemed, irrevocably defeased, prepaid or disposition repaid in full, (ii) TFM’s Guarantee of all the Capital Stock owned 2016 Notes shall have been terminated or (iii) TFM shall have been merged into the Borrower with the Borrower as the surviving entity, then, subject to the further condition that TFM at such time shall not be liable, directly or contingently, under any Guarantee for (x) Material Indebtedness of the Borrower and (y) Indebtedness under the Existing Credit Agreement (unless such Guarantee of other Material Indebtedness and/or of Indebtedness under the Existing Credit Agreement shall also be released at such time), the Guarantee of TFM under the Guarantee Agreement shall be automatically released. (c) In connection with any termination or release pursuant to this Section, the Administrative Agent, upon receipt of any certificates or other documents reasonably requested by the Company of a Guarantor (by merger or otherwise) it to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in confirm compliance with this Agreement, shall promptly execute and deliver to the terms of this IndentureBorrower or the applicable Loan Party, at the Borrower’s expense, all documents that the Borrower or such Guarantor Loan Party shall be deemed released from all obligations under this Article Twelve; provided, however, that any reasonably request to evidence such termination upon such sale or disposition shall occur if and only release. The Lenders hereby irrevocably authorize the Administrative Agent to the extent that take all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided actions specified in this Article TwelveSection 9.16.

Release of Guarantees. (a) Concurrently with Notwithstanding anything to the payment contrary in full this ARTICLE III, if the New Guarantor (i) shall cease to be a Subsidiary of all ONEOK or (ii) shall no longer be (x) an obligor on, or issuer of, any capital markets debt securities or (y) a guarantor of any capital markets debt securities issued by ONEOK or the Securitiesother Guarantors, in each case other than the Currently Outstanding Securities or any other series of capital market debt securities of ONEOK outstanding on, and for which the New Guarantor is giving a guarantee, the Guarantors date hereof, then if no Default or Event of Default shall have occurred and be continuing, the New Guarantor, upon giving notice to the Trustee to the foregoing effect, shall be deemed to be released from and relieved all of their its obligations under this Article Twelvethe Indenture, and the Guarantee shall be of no further force or effect with respect to the New Guarantor. Upon Following the delivery receipt by the Company to the Trustee of an Officers’ Certificate andany such notice, if requested by ONEOK shall cause the Trustee, an Opinion of Counsel Indenture to the effect that the transaction giving rise to the release of such obligations was made by the Company be amended and supplemented as provided in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release Section 9.01 of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such the failure to so amend the Indenture shall not affect the validity of the release and termination upon such sale or disposition shall occur if and only of the Guarantee with respect to the extent that all obligations of such Guarantor under all of its guarantees ofNew Guarantor. (b) In addition, and under all of its pledges of assets or other security interests which secure, indebtedness upon (i) the exercise of the Company legal defeasance or any other Guarantor shall also terminate upon such sale covenant defeasance option or disposition. Upon the delivery by satisfaction and discharge of the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities Indenture as provided in this Article TwelveARTICLE XI of the Indenture with respect to a series of Currently Outstanding Securities, or (ii) a series of Currently Outstanding Securities ceasing to be Outstanding, the New Guarantor shall be deemed to be released from all its obligations under the Indenture with respect to such series of Currently Outstanding Securities and the Guarantee of such series of Currently Outstanding Securities shall be of no further force or effect.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor including if to the Issuer or another Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made by the Company in accordance compliance with the applicable provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence ; (2) the release or discharge of the Guarantors from their obligations. If guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 hereof); (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture; (5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor shall following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or (6) as described in Article IX. In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness of the Issuer in an aggregate principal amount outstanding in excess of $550,000,000 under any Credit Facility, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be deemed unconditionally released and discharged from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees ofGuarantee, and under all such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of its pledges of assets no further force or other security interests which secure, indebtedness effect. At the request of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this IndentureIssuer, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelverelease.

Release of Guarantees. Notwithstanding the provisions of Section 1302, a Guarantee will be subject to termination and discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, and such Guarantee shall thereupon terminate and be discharged and of no further force or effect, (ai) Concurrently in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger, consolidation or otherwise) of any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Senior Credit Facility (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated, (iii) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Company or another Guarantor (iv) concurrently with a Subsidiary Guarantor becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, or (vi) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all of the SecuritiesNotes then Outstanding. In addition, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon Company will have the delivery right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion any Indebtedness of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company under the Senior Credit Facility or the Senior Subordinated Notes to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in accordance with the provisions of this IndentureSection 1303, the Trustee shall execute any documents reasonably required requested in order to evidence the release such release, discharge and termination in respect of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this applicable Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (i) The Purchaser shall use reasonable endeavours to procure by Closing or, if and to the extent not applicable or not done by Closing, as soon as reasonably practicable thereafter, the release of the Seller or any member of the Seller’s Group from the Seller’s Group Guarantees. Pending such release, the Purchaser shall indemnify the Seller and any member of the Seller’s Group against all amounts paid by any of them pursuant to the Seller’s Group Guarantees in respect of any such liability of the Group Companies which arises after Closing. If: (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be any Seller’s Group Guarantee has not been released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to date that is six months after the Trustee of an Officers’ Certificate andClosing Date; or (b) any Seller’s Facility Guarantee has not been released by the date that is three months after the Closing Date; the Purchaser shall, if requested by the TrusteeSeller, an Opinion promptly and in any event within three Business Days provide a sum of Counsel cash to the effect guaranteed party under that Seller’s Group Guarantee or Seller’s Facility Guarantee equal to the transaction giving rise maximum amount that is being guaranteed under the Seller’s Group Guarantee or Seller’s Facility Guarantee (as applicable) to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such Seller’s Group Guarantee or Seller’s Facility Guarantee and the Purchaser shall enter into the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Purchaser shall procure the release of such obligations was made Seller’s Group Guarantee or Seller’s Facility Guarantee and notify the Seller once the Seller’s Group Guarantee or Seller’s Facility Guarantee has been released. (ii) The Seller shall use reasonable endeavours to procure by Closing or, if and to the Company in accordance with the provisions of this Indentureextent not applicable or not done by Closing, the Trustee shall execute any documents as soon as reasonably required in order to evidence practicable thereafter, the release of each Group Company from any securities, guarantees or indemnities given by or binding upon the Guarantors from their obligationsGroup Company in respect of any liability of the Seller or any member of the Seller’s Group (the “Group Company Guarantees”). Pending such release, the Seller shall indemnify the Group Companies against all amounts paid by any of them pursuant to the Group Company Guarantees in respect of any such liability of the Group Companies. If any of Group Company Guarantee has not been released by the Guaranteed Obligations are revived and reinstated date that is six months after the termination of this GuaranteeClosing Date, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andSeller shall, if requested by the TrusteePurchaser, an Opinion promptly and in any event within three Business Days provide a sum of Counsel cash to the effect guaranteed party under that Group Company Guarantee equal to the transaction giving rise maximum amount that is being guaranteed under the Group Company Guarantee to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such Group Company Guarantee and the Seller shall enter (or procure the entry into of) the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Seller shall procure the release of such obligations was made in accordance with Group Company Guarantee and notify the provisions of this Indenture, Purchaser once the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveGroup Company Guarantee has been released.

Release of Guarantees. (i) The Purchaser shall use reasonable endeavours to procure by the relevant Closing or, if and to the extent not applicable or not done by the relevant Closing, as soon as reasonably practicable thereafter, the release of the Seller or any member of the Seller’s Group from the Seller’s Group Guarantees. Pending such release, the Purchaser shall indemnify the Seller and any member of the Seller’s Group against all amounts paid by any of them pursuant to the Seller’s Group Guarantees in respect of any such liability of the Group Companies which arises after the relevant Closing. If: (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be any Seller’s Group Guarantee has not been released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to later of: (i) the Trustee date that is six months after the date of an Officers’ Certificate andFirst Closing; and (ii) the relevant Closing Date; or (b) any Seller’s Facility Guarantee has not been released by the later of: (i) the date that is three months after the date of First Closing; and (ii) the relevant Closing Date; the Purchaser shall, if requested by the TrusteeSeller, an Opinion promptly and in any event within three Business Days provide a sum of Counsel cash to the effect guaranteed party under that Seller’s Group Guarantee or Seller’s Facility Guarantee equal to the transaction giving rise maximum amount that is being guaranteed under the Seller’s Group Guarantee or Seller’s Facility Guarantee (as applicable) to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such Seller’s Group Guarantee or Seller’s Facility Guarantee and the Purchaser shall enter into the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Purchaser shall procure the release of such obligations was made Seller’s Group Guarantee or Seller’s Facility Guarantee and notify the Seller once the Seller’s Group Guarantee or Seller’s Facility Guarantee has been released. (ii) The Seller shall use reasonable endeavours to procure by the Company in accordance with relevant Closing or, if and to the provisions of this Indentureextent not applicable or not done by the relevant Closing, the Trustee shall execute any documents as soon as reasonably required in order to evidence practicable thereafter, the release of each Group Company from any securities, guarantees or indemnities given by or binding upon the Guarantors from their obligationsGroup Company in respect of any liability of the Seller or any member of the Seller’s Group (the “Group Company Guarantees”). Pending such release, the Seller shall indemnify the Group Companies against all amounts paid by any of them pursuant to the Group Company Guarantees in respect of any such liability of the Group Companies. If any of Group Company Guarantee has not been released by the Guaranteed Obligations are revived and reinstated date that is six months after the termination of this Guaranteerelevant Closing Date, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andSeller shall, if requested by the TrusteePurchaser, an Opinion promptly and in any event within three Business Days provide a sum of Counsel cash to the effect guaranteed party under that Group Company Guarantee equal to the transaction giving rise maximum amount that is being guaranteed under the Group Company Guarantee to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such Group Company Guarantee and the Seller shall enter (or procure the entry into of) the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Seller shall procure the release of such obligations was made in accordance with Group Company Guarantee and notify the provisions of this Indenture, Purchaser once the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveGroup Company Guarantee has been released.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Guarantor will provide by its terms that it shall be automatically and unconditionally released and discharged and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (1) any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guarantor including if to the Issuer or another Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made by the Company in accordance compliance with the applicable provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence ; (2) the release or discharge of the Guarantors from their obligations. If guarantee by such Guarantor of Indebtedness under the Senior Credit Facilities, or the release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.11 hereof); (3) the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or (4) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article VIII hereof or the discharge of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture; (5) the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor shall following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or (6) as described in Article IX. In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee, to cause any Guarantor that has not guaranteed any Indebtedness of the Issuer in an aggregate principal amount outstanding in excess of $450,000,000 under any Credit Facility, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be deemed unconditionally released and discharged from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees ofGuarantee, and under all such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of its pledges of assets no further force or other security interests which secure, indebtedness effect. At the request of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this IndentureIssuer, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelverelease.

Release of Guarantees. (a) Concurrently If after the Closing Date, New HoldCo receives a credit rating of Baa3 or higher by ▇▇▇▇▇’▇ (with the payment in full stable or better outlook) and BBB- or higher by Standard and Poor’s (with stable or better outlook) at any time, each Guarantor (other than STERIS and New HoldCo) shall automatically without delivery of all any instrument or performance of the Securities, the Guarantors shall any act by any party be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company Guaranty (for so long as such ratings are maintained at such levels or higher) except to the Trustee extent that any such entity remains an obligor in respect of an Officers’ Certificate andany Existing STERIS Notes or other Material Indebtedness, if requested by in which case the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release Guaranty of such obligations was made by the Company entity shall remain in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated effect until such time as the Guaranteed Obligations are again terminated, and the Guarantors indebtedness is repaid or such entity shall enter into an amendment cease to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementbe a guarantor thereof. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a A Guarantor (by merger or otherwise) to a Person other than STERIS and New HoldCo) shall automatically without delivery of any instrument or performance of any act by any party be released from its obligations hereunder (i) upon the Company consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary of the Reporting Entity, (ii) at such time that such Guarantor is no longer (x) a Material Subsidiary of STERIS that is a Domestic Subsidiary or (y) a Material Subsidiary of Synergy that is organized under the laws of England and Wales; provided that if the Reporting Entity desires such entity to remain a Guarantor, the Reporting Entity shall notify the Administrative Agent in writing and such entity shall remain a Guarantor, or (iii) upon the occurrence of the applicable circumstances set forth in Section 5.01(h)(y), in which case the applicable guarantee will be void ab initio as set forth therein. (c) In connection with any other Guarantor release pursuant to this Section 8.08, the Administrative Agent shall execute and which sale or disposition is otherwise in compliance with the terms of this Indenturedeliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section 8.08 shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale without recourse to or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery warranty by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveAdministrative Agent.

Release of Guarantees. Upon (ai) Concurrently with the payment in full release by the lenders under the Company Bank Credit Facilities and the Company Bank Lease Facility and related documents of all payment obligations with respect thereto of the Securitiesa Guarantor (whether or not a Default or an Event of Default has occurred and is continuing) (provided that, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by with respect to the Company to the Trustee Bank Lease Facility, any Guarantor who has use of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by leased property financed under the Company in accordance with Bank Lease Facility may remain liable under the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. Company Bank Lease Facility) or (bii) Upon the sale or disposition of all the Capital Stock owned (whether by the Company merger, stock purchase, asset sale or otherwise) of a Guarantor (by merger or otherwisesubstantially all of its assets) to a Person other than the Company or any other Guarantor and a Guarantor, which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor (in the event of such a release of such Guarantor or a sale or disposition of such Guarantor) or the Person acquiring such assets (in the event of sale or disposition of all or substantially all the assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged from all of its obligations under this Article Twelveits Guarantee; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which that secure, indebtedness Indebtedness of the Company or any (other Guarantor than pledges in favor of the Company Bank Credit Facilities and the Company Bank Lease Facility contemplated under clause (i) of the definition of "Permitted Liens") shall also terminate upon such release, sale or disposition. Upon transfer; provided, further, however, with respect to any such termination pursuant to clause (i) above, in the delivery by event that the Company to Bank Credit Facilities or the Trustee Company Bank Lease Facility or any future refinancings thereof are subsequently guaranteed by any Subsidiary of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this IndentureCompany, the Trustee Company shall execute any documents reasonably required in order cause such Subsidiary to evidence unconditionally guarantee all of the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for Company's obligations under the full amount of principal of (Notes and premium, if any) and interest the Indenture on the Securities terms set forth in the Indenture and execute and deliver such further documents as provided described in this Article TwelveSection 3.

Release of Guarantees. 8.1.1 The Seller and the Purchaser shall use their respective reasonable endeavours to procure by Closing or, to the extent not done by Closing, as soon as reasonably practicable thereafter, the release with effect from Closing (ai) Concurrently with of the payment Seller and all other members of the Seller’s Group from any security arrangements, guarantees or indemnities given by or binding upon the Seller or other members of the Seller’s Group in full respect of any obligations related to any Target Group Company and/or the activities conducted by the Target Group Companies to the extent such security arrangements, guarantees or indemnities are not transferred to such Target Group Company prior to Closing; and (ii) of each Target Group Company from any security arrangements, guarantees or indemnities given by or binding upon such Target Group Company in respect of any obligations related to the Seller and of all other members of the SecuritiesSeller’s Group and/or the activities conducted by them to the extent such security arrangements, guarantees or indemnities are not transferred to the Seller or other member of the Seller’s Group prior to Closing (items (i) and (ii), collectively, the Guarantors “Guarantees”). 8.1.2 Notwithstanding the foregoing, Clause 8.1.1 shall be released from not apply in respect of any guarantees or indemnities entered into pursuant to this Agreement. 8.1.3 For the purposes of this Clause 8.1, the Seller and relieved the Purchaser acknowledge and agree that: (i) as soon as practicable following the execution of their obligations under this Article Twelve. Upon Agreement the delivery by the Company Seller shall provide to the Trustee Purchaser a list of an Officers’ Certificate and, if requested by all the Trustee, an Opinion Guarantees in place at such time of Counsel which the Seller is aware and which the Seller reasonably believes will remain in place at Closing; (ii) one or more Guarantees may become known to the effect that Seller or the transaction giving rise Purchaser on or after Closing or following the provision of the list of Guarantees pursuant to the release paragraph (i); and (iii) upon becoming so aware of such obligations was made by the Company in accordance with the provisions of this IndentureGuarantee or Guarantees, the Trustee Seller or the Purchaser (as applicable) shall execute any documents reasonably required notify the other Party in order to evidence the release writing as soon as practicable of the Guarantors from its or their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedexistence, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition Clause 8.1.1 shall occur if and only to the extent that all obligations apply in respect of such Guarantor under all of its guarantees of, and under all of its pledges of assets Guarantee or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveGuarantees.

Release of Guarantees. (a) Concurrently with Prior to the payment in full of all of the SecuritiesClosing, the Guarantors shall be released from parties hereto agree to cooperate and relieved of use their obligations under this Article Twelve. Upon the delivery by the Company commercially reasonable efforts to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence obtain the release of the Guarantors from their obligations. If any Seller or its Affiliates that are a party to each of the Guaranteed Obligations are revived guarantees, performance bonds, bid bonds and reinstated after the termination of this Guarantee, then all other similar agreements listed on Schedule 6.10 of the obligations of Disclosure Schedules (the Guarantors under this Guarantee shall be revived “Guarantees”), in each case, effective at and reinstated as if this Guarantee had not been terminated until such time as from the Guaranteed Obligations are again terminated, Closing and the Guarantors shall enter into an amendment to this Guarantee, otherwise in form and substance reasonably satisfactory to the TrusteeSeller; provided, evidencing that such revival replacement support shall be on terms and reinstatement. (b) Upon conditions no more onerous, including amount, than those contained in the sale or disposition of all applicable Guarantee being released. Prior to the Capital Stock owned by Closing, the Seller shall not, and shall cause the Company Entities not to, terminate, amend, cause to lapse or otherwise cancel or reduce any Guarantee without the Buyer’s prior written consent. In the event any of the Guarantees are not released at the Closing, until such Guarantee is released or has terminated or expired in accordance with its terms: (a) the Buyer will provide the Seller at the Closing with a Guarantor guarantee that guarantees, indemnifies and holds the Seller and its Affiliates (by merger or otherwise) to a Person other than the Company or Entities) that are a party to each such Guarantee harmless for any other Guarantor and which sale or disposition is otherwise all payments required to be made under, and costs and expenses incurred in compliance with the terms of this Indentureconnection with, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale Guarantee by the Seller or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or Affiliates (other security interests which secure, indebtedness of than the Company or any other Guarantor shall also terminate upon Entities) that are a party to such sale or disposition. Upon Guarantee, (b) the delivery by the Company parties will continue to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel use their respective commercially reasonable efforts to the effect that the transaction giving rise to obtain the release of the Seller or its Affiliates (other than the Company Entities), as applicable, from the Guarantees that are not released at the Closing, in each case, in form and substance reasonably satisfactory to the Seller, (c) the Seller shall not, and shall not permit its Affiliates to effect any amendment or other changes with respect to any such obligations was made Guarantee without the consent of the Buyer and (d) the parties will reasonably promptly notify the other parties in accordance writing of any material development or change with the provisions of this Indenture, the Trustee shall execute respect to any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveGuarantee.

Release of Guarantees. In the event (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or a disposition of all the Capital Stock owned by the Company of Equity Interests in a Subsidiary Guarantor (by merger or otherwise) to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by any covenant contained in this Agreement, (b) of the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other Guarantor document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and which sale or disposition be continuing, (ii) no amount is otherwise in then due and payable under such Subsidiary Guaranty, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if foregoing requirements and only (iv) to the extent that all obligations any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness Material Credit Facility) is paid ratably to the holders of the Company or any other Guarantor Notes based on the outstanding principal amount thereof. The holders of the Notes shall also terminate upon take such sale or disposition. Upon the delivery by actions and execute such documents as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Trustee Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, IDEXX LABORATORIES, INC. By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of an Officers’ Certificate andthe date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, if requested by the Trusteeits Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indentureits Investment Manager By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Director DEFINED TERMS As used herein, the Trustee shall execute any documents reasonably required following terms have the respective meanings set forth below or set forth in order to evidence the release of Section hereof following such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.term:

Release of Guarantees. Prior to the Closing Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, (ai) Concurrently with terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for Seller and any of its Affiliates or former Affiliates (other than the payment Acquired Companies) (collectively, the “Released Parties“) in full respect of all obligations of the SecuritiesReleased Parties under, any guarantee of or relating to obligations or liabilities (including under any Contract, letter of credit or Company Lease) of the Guarantors shall be released from and relieved Acquired Companies listed on Section 4.12 of their obligations under this Article Twelve. Upon the delivery by the Company to Disclosure Letter (“Guarantees“) or entered into or issued following the Trustee date hereof in the ordinary course of an Officers’ Certificate and, if requested by the Trustee, an Opinion business (including renewals and extensions of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived foregoing) and reinstated after (ii) cause Buyer or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith) issued on behalf of Buyer or one of its Affiliates in replacement of, but not having materially worse terms for the termination of this GuaranteeBuyer and the Acquired Companies than, then all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Released Parties for the benefit of any of the Acquired Companies and listed on Section 4.12 of the Company Disclosure Letter (the “Surety Bonds“) or issued following the date hereof in the ordinary course of business (including renewals and extensions of any of the foregoing). In the case of the failure to do so by the by the Closing Date, then, Seller, on the one hand, and Buyer and the Company, jointly and severally, on the other hand, shall continue to cooperate and use their respective reasonable best efforts to terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Released Parties in respect of, all obligations of the Guarantors Released Parties under this Guarantee shall be revived any such Guarantees and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedto replace surety bonds issued on behalf of Released Parties with surety bonds issued on behalf of Buyer or one of its Affiliates, and Buyer shall (i) indemnify and hold harmless the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing Released Parties for any Damages arising from such revival Guarantees and reinstatement. surety bonds and (bii) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the not permit any Acquired Company or Affiliates to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other Guarantor obligation for which any Released Party is or would reasonably be expected to be liable under such Guarantee and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to Surety Bond. To the extent that all any Released Party has performance obligations under any such Guarantee or Surety Bond, Buyer shall use reasonable best efforts to (i) perform such obligations on behalf of such Guarantor under all of its guarantees ofReleased Party or (ii) otherwise take such action as reasonably requested by Seller so as to put such Released Party in the same position as if Buyer, and under all of its pledges of assets not such Released Party, had performed or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon were performing such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently with A Subsidiary Loan Party (other than the payment in full Borrower) shall be automatically released from its obligations under the Loan Documents upon the consummation of all any transaction permitted by this Agreement as a result of which (i) such Subsidiary Loan Party shall cease to be a Subsidiary and (ii) each other Guarantee by such Subsidiary Loan Party of (x) any Material Indebtedness of the Securities, Borrower and (y) the Guarantors Indebtedness under the Existing Credit Agreement shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementreleased. (b) Upon If (i) the sale 2016 Notes shall be redeemed, irrevocably defeased, prepaid or disposition repaid in full, (ii) TFM’s Guarantee of all the Capital Stock owned 2016 Notes shall have been terminated or (iii) TFM shall have been merged into the Borrower with the Borrower as the surviving entity, then, subject to the further condition that TFM at such time shall not be liable, directly or contingently, under any Guarantee for (x) Material Indebtedness of the Borrower or (y) Indebtedness under the Existing Credit Agreement (unless such Guarantee of other Material Indebtedness and/or of Indebtedness under the Existing Credit Agreement shall also be released at such time), the Guarantee of TFM under the Guarantee Agreement shall be automatically released. (c) In connection with any termination or release pursuant to this Section, the Administrative Agent, upon receipt of any certificates or other documents reasonably requested by the Company of a Guarantor (by merger or otherwise) it to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in confirm compliance with this Agreement, shall promptly execute and deliver to the terms of this IndentureBorrower or the applicable Loan Party, at the Borrower’s expense, all documents that the Borrower or such Guarantor Loan Party shall be deemed released from all obligations under this Article Twelve; provided, however, that any reasonably request to evidence such termination upon such sale or disposition shall occur if and only release. The Lenders hereby irrevocably authorize the Administrative Agent to the extent that take all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided actions specified in this Article TwelveSection 9.16.

Release of Guarantees. (a) Concurrently If after the Closing Date, STERIS plcthe Reporting Entity receives a credit rating of Baa3 or higher by ▇▇▇▇▇’▇ (with stable or better outlook) and BBB- or higher by Standard and Poor’s (with stable or better outlook) at any time, each Guarantor (other than STERIS Corporation and, STERIS plcUK Limited and the payment in full Reporting Entity) shall automatically without delivery of all any instrument or performance of the Securities, the Guarantors shall any act by any party be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company Guaranty (for so long as such ratings are maintained at such levels or higher) except to the Trustee extent that any such entity remains an obligor in respect of an Officers’ Certificate andany Existing STERIS Notes or other Material Indebtedness, if requested by in which case the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release Guaranty of such obligations was made by the Company entity shall remain in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated effect until such time as the Guaranteed Obligations are again terminated, and the Guarantors indebtedness is repaid or such entity shall enter into an amendment cease to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementbe a guarantor thereof. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a A Guarantor (by merger or otherwise) to a Person other than STERIS Corporation and, STERIS plcUK Limited and the Company Reporting Entity) shall automatically without delivery of any instrument or performance of any other act by any party be released from its obligations hereunder (i) upon the consummation of any transaction permitted by this Agreement as a result of which such Guarantor ceases to be a Subsidiary of STERIS plcthe Reporting Entity, or (ii) at such time that such Guarantor is no longer (x) a Material Subsidiary of STERIS Corporation that is a Domestic Subsidiary or, (y) a Material Subsidiary of Synergy that is organized under the laws of England and Wales (or in the case of Synergy itself, no longer a Material Subsidiary that is organized under the laws of England and Wales); provided that if STERIS plc or (z) a Material Subsidiary of the Reporting Entity and a direct or indirect parent of STERIS Corporation that is organized under the laws of the Republic of Ireland or England and Wales; provided that if the Reporting Entity desires such entity to remain a Guarantor, STERIS plcthe Reporting Entity shall notify the Administrative Agent in writing and such entity shall remain a Guarantor, or (iii) upon the occurrence of the applicable circumstances set forth in Section 5.01(h)(y), in which sale or disposition is otherwise in compliance case the applicable guarantee will be void ab initio as set forth therein. (c) In connection with any release pursuant to this Section 8.08, the terms of this IndentureAdministrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such release. Any execution and delivery of documents pursuant to this Section 8.08 shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale without recourse to or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery warranty by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveAdministrative Agent.

Release of Guarantees. (a) Concurrently with If the payment in full of all Company shall request the release of the SecuritiesGuarantee of any Subsidiary Loan Party upon the consummation of any transaction permitted by this Agreement (for the avoidance of doubt, as in effect from time to time) as a result of which such Subsidiary Loan Party (i) ceases to be a Subsidiary or (ii) becomes a Partial Transfer Subsidiary (but, in the Guarantors case of this clause (ii), only if such Subsidiary Loan Party is not a Guarantor of any other Material Indebtedness of the Company or another Subsidiary) and shall be released from and relieved deliver to the Administrative Agent a certificate of their obligations under this Article Twelve. Upon the delivery by a Financial Officer or other executive officer of the Company to the Trustee of an Officers’ Certificate effect that such transaction and, if requested by applicable, the Trusteeapplication of the proceeds thereof will comply with the terms of this Agreement (and, an Opinion of Counsel in the event clause (ii) is applicable, that the condition set forth in the parenthetical in such clause (ii) is satisfied), the Administrative Agent, if satisfied that the applicable certificate is correct, shall execute and deliver to the effect Company, at the Company’s expense, all documents that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order request to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the such termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementor release. (b) Upon Notwithstanding anything to the sale contrary herein or disposition of in any other Loan Document, the Guarantees provided under any Guarantee Agreement shall terminate when all the Capital Stock owned by the Company of a Guarantor Obligations (by merger or otherwise) to a Person other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) have been indefeasibly paid in full, all Commitments have terminated or expired, the Company or any other Guarantor LC Exposure has been reduced to zero and which sale or disposition is otherwise in compliance the Issuing Banks have no further obligations to issue Letters of Credit hereunder. In connection with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition pursuant to this paragraph, the Administrative Agent shall occur if execute and only deliver to the extent Company, at the Company’s expense, all documents that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon reasonably request to evidence such sale or disposition. Upon the termination. (c) Any execution and delivery of documents by the Company Administrative Agent pursuant to the Trustee of an Officers’ Certificate andthis Section shall be without recourse to, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indentureor representation or warranty by, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveAdministrative Agent.

Release of Guarantees. (a) Concurrently with The Guarantee of any Subsidiary Guarantor shall be released, without any further action required on the payment in full of all part of the SecuritiesTrustee or any Holder: 109 (A) At such time as less than $10.0 million principal amount of the Existing Notes remains outstanding (provided that any Existing Notes purchased by the Company and its Subsidiaries have been cancelled and that any Existing Notes that have been redeemed by the Company have been permanently redeemed) and (B) as long as the Subsidiary Guarantors are not guarantors of any other Indebtedness other than Indebtedness under the Credit Agreement, each of the Subsidiary Guarantors shall be released from and relieved of their its obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this its Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.; (bii) Upon the upon any sale or other disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to any Person which is not a Person other than Restricted Subsidiary of the Company or any other Guarantor and which of all of the Company's Capital Stock in such Subsidiary Guarantor, provided that such sale or disposition of such Capital Stock is otherwise in compliance with the terms of this Indenture; or (iii) upon the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Indenture. (b) Upon the release by the lenders under the Credit Agreement (including any future refinancings thereof) of all guarantees of any Guarantor of or relating to the Credit Agreement and all Indebtedness thereunder, such Guarantor shall be deemed released from all obligations under this Article TwelveEleven without any further action required on the part of the Trustee or any Holder; provided, however, that any such termination upon such sale or disposition release shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, of or relating to the Credit Agreement (including any future refinancings thereof) and under all of its pledges of assets or other security interests which secure, indebtedness of Indebtedness thereunder shall also be released and if any payment is made by the Company or any other Guarantor to the lenders under the Credit Agreement in connection with any such release, a pro rata payment shall also terminate be made to the Holders based on the ratio of the outstanding principal amount of the Notes to the maximum amount which could be borrowed under the Credit Agreement. (c) The Trustee shall deliver an appropriate instrument evidencing such release upon such sale or disposition. Upon the delivery receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance compliance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 11.04.

Release of Guarantees. Section 6.9 of the Seller Disclosure Schedules sets forth all guarantees (aincluding under any Contract, letter of credit, Real Property Lease or Authorization), surety bonds, covenants, indemnities, letters of credit, undertakings and similar credit assurances provided by Seller or any Affiliate of the Seller other than the Acquired Entities (collectively, the “Guarantors”) Concurrently with to the payment Acquired Entities that are in full effect as of the Execution Date (the “Seller Guarantees”). Prior to the Closing, Seller and the Buyer Parties shall cooperate and shall use their respective Commercially Reasonable Efforts to, terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for the Guarantors in respect of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee under, or replace or cause to be replaced, effective as of the Closing Date, any Seller Guarantees. Neither Party nor any Affiliate of any Party shall be revived required to make any payment or incur any cost to obtain the foregoing terminations, substitutions or replacements of any Seller Guarantees. In the event that the foregoing actions set forth in this Section 6.9 are not complete by the Closing Date, (a) the Buyer Parties shall indemnify and reinstated hold harmless the Guarantors from and against all continuing obligations and liabilities under any such Seller Guarantees after the Closing and (ii) from and after the Closing, Seller and the Buyer Parties shall continue to cooperate and use their respective Commercially Reasonable Efforts to terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Guarantors in respect of all obligations of the Guarantors under, or replace or cause to be replaced, any such Seller Guarantees, and Buyer shall not and shall not permit the Acquired Entities or its Affiliates to (A) renew or extend the term of or (B) amend any contract to increase the obligations under, or transfer to another third party, any contract or other obligation for which any Guarantor is or would reasonably be expected to be liable under such Seller Guarantee. To the extent that any Guarantor continues to have any performance obligations under any such Seller Guarantee on or after the Closing Date, the Buyer Parties shall (x) perform, or cause their respective Affiliates to perform, such obligations on behalf of such Guarantor or (y) otherwise take such action as reasonably requested by Seller so as to put such Guarantor in the same position as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedBuyer Parties or one of their respective Affiliates, and the Guarantors shall enter into an amendment to this Guaranteenot such Guarantor, reasonably satisfactory to the Trustee, evidencing had performed or were performing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations. The Buyer Parties’ indemnification obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition Section 6.9 shall occur if and only not be subject to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this IndentureDe Minimis Basket, the Trustee shall execute any documents reasonably required in order to evidence Deductible or the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveCap.

Release of Guarantees. From and after the date hereof and prior to the Closing, Purchaser and Seller shall, and shall cause their respective Affiliates to, subject (ain the case of Seller and its Affiliates) Concurrently with to the payment terms set forth in the last sentence of Section 5.8, use their respective reasonable best efforts to obtain from each beneficiary of a Guarantee and deliver to Seller a full and unconditional release, effective as of the Closing, of all of the Securities, obligations and liabilities of Seller and its Affiliates (other than the Guarantors Company) with respect to each such Guarantee (which release shall be released from in a form reasonably acceptable to Seller and relieved Purchaser) (the “Guarantee Release”). In furtherance of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andforegoing, if requested by Seller or any beneficiary of a Guaranty, Purchaser shall (or shall cause an Affiliate thereof designated by Seller or any such beneficiary to), effective at the TrusteeClosing, an Opinion agree to assume and be liable and responsible for (through the execution of Counsel a Contract containing terms and conditions that are reasonably acceptable to Seller and such beneficiary) any and all of the effect obligations and liabilities of Seller or any Affiliate thereof with respect to any Guarantee, including any obligation of Seller or any such Affiliate to cause the Company to perform its obligations under any Contract that the transaction giving rise are guaranteed by Seller or any Affiliate thereof and be liable to the release of such obligations was made beneficiary for any breach or non-compliance by the Company with the terms set forth therein (the obligations so assumed, the “Guaranteed Assumed Obligations”). In the event Purchaser and Seller have not, as of the Closing, obtained a Guarantee Release with respect to each Guarantee, (i) Purchaser shall use reasonable best efforts to do so following the Closing, including by agreeing to assume (in accordance with the provisions terms set forth in the immediately preceding sentence) the Guaranteed Assumed Obligations through the execution of this Indenture, a Contract containing terms and conditions that are reasonably acceptable to Seller and the Trustee shall execute any documents reasonably required in order to evidence the release beneficiary of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this applicable Guarantee, then all of (ii) Purchaser shall not permit, and shall cause the Company not to permit, any Contract to which such Guarantee relates to be amended, supplemented, modified, renewed or extended in a manner that increases or extends, or that is reasonably likely to increase or extend, the obligations of Seller or any Affiliate thereunder, without the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedprior written consent of Seller, and the Guarantors (iii) Purchaser shall, and shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by cause the Company to, indemnify and hold harmless each of a Guarantor Seller and its Affiliates (by merger or otherwise) to a Person other than the Company Company) from and against any and all Losses incurred by Seller or any of its Affiliates (other Guarantor and which sale than the Company) arising out of or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that relating to any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveGuarantee.

Release of Guarantees. (a) Concurrently with A Subsidiary Loan Party (other than the payment in full Borrower) shall be automatically released from its obligations under the Loan Documents upon the consummation of all any transaction permitted by this Agreement as a result of which (i) such Subsidiary Loan Party shall cease to be a Subsidiary and (ii) each other Guarantee by such Subsidiary Loan Party of (x) any Material Indebtedness of the Securities, Borrower and (y) the Guarantors Indebtedness under the Existing Credit Agreement shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementreleased. (b) Upon If (i) the sale 2016 Notes shall be redeemed, irrevocably defeased, prepaid or disposition repaid in full, (ii) TFM’s Guarantee of all the Capital Stock owned 2016 Notes shall have been terminated or (iii) TFM shall have been merged into the Borrower with the Borrower as the surviving entity, then, subject to the further condition that TFM at such time shall not be liable, directly or contingently, under any Guarantee for (x) Material Indebtedness of the Borrower or (y) Indebtedness under the Existing Credit Agreement (unless such Guarantee of other Material Indebtedness and/or of Indebtedness under the Existing Credit Agreement shall also be released at such time), the Guarantee of TFM under the Guarantee Agreement shall be automatically released. (c) In connection with any termination or release pursuant to this Section, the Administrative Agent, upon receipt of any certificates or other documents reasonably requested by the Company of a Guarantor (by merger or otherwise) it to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in confirm compliance with this Agreement, shall promptly execute and deliver to the terms of this IndentureBorrower or the US_ACTIVE:\44499436\10\64058.0192 applicable Loan Party, at the Borrower’s expense, all documents that the Borrower or such Guarantor Loan Party shall be deemed released from all obligations under this Article Twelve; provided, however, that any reasonably request to evidence such termination upon such sale or disposition shall occur if and only release. The Lenders hereby irrevocably authorize the Administrative Agent to the extent that take all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided actions specified in this Article TwelveSection 9.16.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (A) in the case of a Subsidiary Guarantor, any sale, exchange, issuance disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with or is not prohibited by the Company applicable provisions of this Indenture (including any amendments thereof); (B) the release or discharge of the guarantee by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in accordance the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) upon the merger, amalgamation, consolidation or Division of any Guarantor with and into the Trustee shall execute any documents reasonably required Issuer or another Guarantor or upon the liquidation or winding up of such Guarantor, in order to evidence each case, in compliance with or in a manner not prohibited by the release applicable provisions of this Indenture; (E) the occurrence of a Covenant Suspension Event; (F) as provided under Article 9; (G) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture; or (H) in the case of Holdings or Parent, at the election of the Issuer. Notwithstanding clause (E) above, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only (to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets guarantee is required by Section 4.15 hereof) shall be taken within 90 days after such Reversion Date or other security interests which secure, indebtedness of the Company or any other Guarantor as soon as reasonably practicable thereafter. The Trustee shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to acknowledge the release of such obligations was made a Guarantee upon delivery of an Officer’s Certificate certifying to the satisfaction of one of the clauses in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvesecond preceding paragraph.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Guarantor’s Guarantee, upon: (A) in the case of a Subsidiary Guarantor, any sale, exchange, issuance, disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with or is not prohibited by the Company applicable provisions of this Indenture (including any amendments thereof); (B) the release or discharge of the guarantee by, or direct obligation of, such Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in accordance the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated, but with respect to the Subsidiary Guarantors, to the extent that such Guarantor would then be required to provide a Guarantee pursuant to ‎Section 4.15 hereof); (C) in the case of a Subsidiary Guarantor, the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) upon the merger, amalgamation, consolidation or Division of any Guarantor with and into the Trustee shall execute any documents reasonably required Issuer or another Guarantor or upon the liquidation or winding up of such Guarantor, in order to evidence each case, in compliance with or in a manner not prohibited by the release applicable provisions of this Indenture; (E) the occurrence of a Covenant Suspension Event; (F) as provided under Article ‎9; (G) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article ‎8 hereof or the discharge of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture; or (H) in the case of the Parent Guarantor, if the Parent Guarantor ceases to be the parent of the Issuer as a result of a transaction or designation permitted pursuant to the definition of the “Parent Guarantor”. Notwithstanding clause ‎(E) above, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by each Guarantor shall be deemed released from all obligations under this Article Twelve; provided(with respect to the Subsidiary Guarantors, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets guarantee is required by ‎Section 4.15 hereof) shall be taken within 90 days after such Reversion Date or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or dispositionas soon as reasonably practicable thereafter. Upon any occurrence giving rise to a release of a Guarantee, as specified above, the delivery by the Company Trustee, subject to the Trustee receipt of an Officers’ Officer’s Certificate andfrom the Issuer and at the Issuer’s expense, if will execute such documents reasonably requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required Issuer in order to evidence the release or effect such release, discharge and termination in respect of such Guarantee. None of the Issuer, the Trustee or any Guarantor from its obligationswill be required to make a notation on the Notes to reflect any such release, discharge or termination. Any Guarantor The Trustee shall not so released remains be liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided any such release undertaken in this Article Twelvereliance upon any such Officer’s Certificate.

Release of Guarantees. (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (ai) Concurrently with the payment in full of all of the SecuritiesThe Purchaser shall use reasonable endeavours to procure by Closing or, the Guarantors shall be released from if and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andextent not done by Closing, if requested by the Trusteeas soon as reasonably practicable thereafter, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors Seller or any member of the Seller's Group from their obligationsany securities, guarantees or indemnities given by or binding upon the Seller or any member of the Seller's Group in respect of any liability of the Group Companies (including the release of the performance bond indemnities provided to the Sureties pursuant to the documents listed at document 4.2.2 of the Data Room (the “Performance Bond Indemnities”)). If Pending such release the Purchaser shall indemnify the Seller and any member of the Seller's Group against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of any such liability of the Guaranteed Obligations are revived Group Companies which arises after Closing. (ii) The Seller shall use reasonable endeavours to procure by Closing or, if and reinstated to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of each Group Company and each Group Company's assets and interests from any securities, guaranties or indemnities given by or binding upon the Group Company in respect of any liability of the Seller or any member of the Seller's Group (including under the Performance Bond Indemnities). Pending such release, the Seller shall indemnify the Group Companies against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of any such liability of the Seller which arises on or after Closing. (iii) In relation to the termination Performance Bond Indemnities, the Seller shall use reasonable endeavours to procure by Closing the relevant Group Companies enter into replacement deeds of this Guaranteeindemnity with the Purchaser (or to the extent the Purchaser already has an existing arrangement with a Surety, then all the Seller shall use reasonable endeavours to procure the relevant Group Company accedes to an existing deed of indemnity that the Purchaser has entered into with a Surety) provided that (a) the obligations of the Guarantors under this Guarantee shall be revived Group Companies thereunder are effective on and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, from Closing; and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon no member of the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor Seller's Group shall be deemed released from all obligations obliged under this Article Twelve; provided, however, that Clause to take on any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveadditional liabilities.

Release of Guarantees. In the event (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or a disposition of all the Capital Stock owned by the Company of Equity Interests in a Subsidiary Guarantor (by merger or otherwise) to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by any covenant contained in this Agreement, (b) of the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Subsidiary Guarantee Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other Guarantor document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and which sale or disposition be continuing, (ii) no amount is otherwise in then due and payable under such Subsidiary Guarantee Agreement, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if foregoing requirements and only (iv) to the extent that all obligations any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Guarantor under Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and execute such documents as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director by MetLife Investment Management, LLC, Its Investment Manager by MetLife Investment Management, LLC, Its Investment Manager by White Mountains Advisors, LLC, as Investment Manager by MetLife Investment Management, LLC, Its Sub-Investment Manager by MetLife Investment Management, LLC, Its Investment Adviser By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director C. ▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director ▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and Chief Executive Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Assistant Treasurer Name and Address of Purchaser Note Registration Number and PrincipalAmount of Notes to be Purchased ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Securities to be registered in the name of Metropolitan Life Insurance Company) (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: ▇▇▇-▇▇▇-▇▇▇ Account No.: 496577268 Account Name: Metropolitan Life Insurance Company-Separate Account 728 Ref: IDEXX Laboratories, Inc., 3.25%, Due February 12, 2022 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of its guarantees ofprincipal and interest, the Company shall seek instructions from the holder, and under in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications: Investments, Private Placements ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Director Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of financial statements to: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (3) Original notes delivered to: Securities Investments, Law Department ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (4) Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and PrincipalAmount of Notes to be Purchased ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Securities to be registered in the name of Metropolitan Life Insurance Company) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: ▇▇▇-▇▇▇-▇▇▇ Account No.: 002-2-410591 Account Name: Metropolitan Life Insurance Company Ref: IDEXX Laboratories, Inc., 3.72%, Due 2/12/27 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of its pledges of assets or other security interests which secureprincipal and interest, indebtedness of the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Investments, Private Placements ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Director Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of financial statements to: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Original notes delivered to: Securities Investments, Law Department ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and PrincipalAmount of Notes to be Purchased ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ (Securities to be registered in the name of Hare & Co) (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: BNY Mellon SWIFT: ▇▇▇▇▇▇▇▇▇▇▇ ABA No.: ▇▇▇▇▇▇▇▇ Account No.: 558155 Ref: IDEXX Laboratories, Inc., 3.25% Due February 12, 2022 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or any otherwise. For all payments other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the Trustee of an Officers’ Certificate andcontrary, if requested by the Trustee, an Opinion of Counsel will make such payments to the effect that account and in the transaction giving rise manner set forth above. (2) All notices and communications: Investments, Private Placements ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Managing Director Facsimile: (▇▇▇)▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of financial statements to: Investments, Privates Placements ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and AXIS Reinsurance Company c/o AXIS Capital ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ Road Pembroke HM08 Bermuda (3) Original notes delivered to: The Bank of New York Mellon Corporation One Wall Street, Window A 3rd Floor, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (Reference: Account No. 558155) (4) Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and PrincipalAmount of Notes to be Purchased ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (Securities to be registered in the name of ▇▇▇▇ and CO) (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: U.S. (USD) Bank Name: JPMorgan Chase ABA: ▇▇▇-▇▇▇-▇▇▇ Account No.: 9009000200 FFC: P89526, Symetra Life Indexed Annuity 170 – Met Private Ref: IDEXX Laboratories, Inc., 3.25%, Due February 12, 2022 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the release contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications: Investments, Private Placements ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Director Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of such obligations was made financial statements to: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and White Mountains Advisors, LLC Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Guilford, CT 06437 (3) Original notes delivered to: White Mountains Advisors, LLC Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Guilford, CT 06437 (4) Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and PrincipalAmount of Notes to be Purchased ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (Securities to be registered in accordance with the provisions name of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount ▇▇▇▇ and CO) (1) All scheduled payments of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.by wire transfer of immediately available funds to:

Release of Guarantees. (ai) Concurrently All the Guarantees of the Subsidiary Guarantors will be released when all the Release Conditions are satisfied. If at any time any payment of an Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Subsidiary Guarantor or all the assets of a Subsidiary Guarantor are sold to a Person other than Holdings or one of its subsidiaries in a transaction permitted by the Term Loan Credit Agreement (any such sale, a “Sale of Subsidiary Guarantor”), the Administrative Agent shall release such Subsidiary Guarantor from its Guarantee; provided that, if such sale will result in a mandatory prepayment of the Term Loans pursuant to Section 2.13 of the Term Loan Credit Agreement, arrangements satisfactory to the Administrative Agent shall have been made to apply the Net Cash Proceeds thereof to the extent necessary under the Term Loan Credit Agreement. Such release shall not require the consent of any Guaranteed Party, and the Administrative Agent shall be fully protected in relying on a certificate of the Borrower as to whether any particular sale constitutes a Sale of Subsidiary Guarantor. (iii) In addition to any release permitted by subsections (i) and (ii), the Administrative Agent may release any Guarantee of a Subsidiary Guarantor with the payment in full prior written consent of all of the SecuritiesTerm Lenders. (iv) The Administrative Agent will, at the Guarantors Borrower’s expense, execute and deliver to such Subsidiary Guarantor such documents as the Borrower shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order request to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in guarantee hereunder pursuant to this Article TwelveSection 2(c).

Release of Guarantees. (a1) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article TwelveTen. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b2) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article TwelveTen; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveTen.

Release of Guarantees. (a) Concurrently with Notwithstanding any other provision of this Agreement or the payment in full of all of Guarantee Agreement, any Guarantees made by any Subsidiary Guarantor under the Securities, the Guarantors Guarantee Agreement shall be automatically released from and relieved of their obligations under this Article Twelve. Upon the delivery on a Business Day specified by the Company Holdings (a “Guarantee Release Date”), provided that: (1) Holdings shall have given written notice to the Trustee Administrative Agent at least five Business Days prior to such Guarantee Release Date, specifying the proposed Guarantee Release Date and the Subsidiary Guarantors to be released; (2) on the Guarantee Release Date, upon the effectiveness of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions Subsidiary Guarantor hereunder, such Subsidiary Guarantor shall not Guarantee any Material Indebtedness; (3) no Default or Event of this IndentureDefault shall have occurred and be continuing as of such Guarantee Release Date; and (4) on such Guarantee Release Date, the Trustee Administrative Agent shall execute any documents reasonably required in order to evidence have received a certificate, dated such Guarantee Release Date and executed on behalf of Holdings by a Responsible Officer of Holdings, confirming the release satisfaction of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived condition set forth in clauses (2) and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement(3) above. (b) Upon The Lenders hereby expressly authorize the sale Administrative Agent to, and the Administrative Agent ▇▇▇▇▇▇ agrees to, execute and deliver to the Loan Parties all such instruments and documents as the Loan Parties may reasonably request to effectuate, evidence or disposition confirm any release provided for in this Section 9.25, all at the sole cost and expense of all the Capital Stock owned Loan Parties. Any execution and delivery of documents pursuant to this Section 9.25 shall be without recourse to or representation or warranty by the Company of a Guarantor Administrative Agent. (by merger or otherwisec) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with Without limiting the provisions of Section 9.05, Holdings and the Borrowers shall reimburse the Administrative Agent upon demand for all costs and expenses, including fees, disbursements and other charges of counsel, incurred by any of them in connection with any action contemplated by this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 9.25.

Release of Guarantees. (a) Concurrently with the payment in full of all Section 5.14 of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then Group Disclosure Schedule sets forth all of the obligations of the Guarantors under this Guarantee shall be revived Sellers and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. their Affiliates (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company Group) under, all guarantees, clawback arrangements, keepwells, letters of credit, indemnity or contribution agreements, support agreements, comfort letters, insurance surety bonds or other contingent obligations in favor of any other Guarantor and which sale member of the Company Group (collectively, the “Seller Guarantees”) as of the date hereof. The Buyers shall use reasonable best efforts to obtain, on or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only prior to the extent that all obligations of such Guarantor under all of its guarantees Closing, the termination of, and under full release of the Sellers and their Affiliates (other than the Company Group) from all Seller Guarantees. Such efforts shall include an offer by the Buyers and/or Parent Buyer (or with the Sellers’ written consent by an Affiliate of the Buyers or by other Persons) to replace or substitute its pledges own obligations for those of assets or the Sellers and their Affiliates (other security interests which secure, indebtedness than any member of the Company Group) under each Seller Guarantee on terms no less favorable to the applicable counter party than apply to the Sellers and their Affiliates (other than the Company Group). Following the Closing, if such replacement or substitution has not been obtained in respect of a particular Seller Guarantee, the Buyers shall cause the applicable members of the Company Group to terminate (if terminable) or otherwise cause to be extinguished any Contract or other Guarantor obligation guaranteed or otherwise supported by such Seller Guarantee. From and after the Closing, the Buyers, the Parent Buyer and the Company shall, jointly and severally, indemnify and hold harmless the Sellers and their Affiliates from and against any and all losses incurred by any of them relating to the Seller Guarantees, and shall also terminate upon such sale not permit any Contract or dispositionother obligation guaranteed or otherwise supported by a Seller Guarantee to be amended, modified or renewed without the prior written consent of the Sellers in their sole discretion. Upon The Buyers agree that, with respect to any Seller Guarantee, their efforts pursuant to this Section 5.14 shall include, if requested, the execution and delivery by the Company Buyers, or by an affiliate of the Buyers acceptable to the Trustee beneficiary of an Officers’ Certificate andsuch Seller Guarantee, if requested of a replacement guarantee that is substantially in the form of such Seller Guarantee. All costs and expenses incurred in connection with obtaining the termination of, and release of the Sellers and their Affiliates (other than the Company Group) from, the Seller Guarantees shall be borne by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveBuyers.

Release of Guarantees. Purchaser shall use its commercially reasonable efforts to cause the applicable member of the Seller Group to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds, or collateral obtained or given by the Seller Group relating to the PP&S Business, any Purchased Asset or any Assumed Liability (aincluding as a result of the Seller Group’s remaining directly or indirectly liable for, or otherwise having credit exposure with respect to, any Assumed Liabilities) Concurrently with (collectively, the payment “Seller Guarantees”). If Purchaser is not able to release any such Seller Guarantee, Seller shall or shall cause the applicable member of the Seller Group to maintain such Seller Guarantee in full of all of the Securities, the Guarantors shall be released from force and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedsuch Seller Guarantee is released, and Purchaser shall indemnify the Guarantors Seller Indemnified Parties against any and all payments required to be made by the applicable member of the Seller Group under such Seller Guarantee after the Closing Date. Without limiting the foregoing, after the Closing Date, Purchaser shall enter into an amendment to this Guaranteenot, and shall cause its Subsidiaries not to, renew, extend, amend or supplement any Contract or Liability that is covered by a Seller Guarantee without providing Seller with evidence reasonably satisfactory to it that the Trustee, evidencing such revival and reinstatement. (b) Upon the sale Seller Guarantee has been released. Any cash or disposition of all the Capital Stock owned other collateral posted by the Company Seller Group in respect of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor Seller Guarantee shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only delivered to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSeller.

Release of Guarantees. (a) Concurrently Purchasers shall use all reasonable endeavours to procure, with the payment in full of all of the Securitieseffect from Closing or as soon as practicable thereafter, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by Seller and any other member of Seller’s Group (excluding the Company Group Companies) from those Guarantees listed in accordance Schedule 17 (“Listed Guarantees”) and Purchasers shall use reasonable endeavours to procure, with the provisions of this Indentureeffect from Closing or as soon as practicable thereafter, the Trustee shall execute any documents reasonably required in order to evidence the release of Seller and any other member of Seller’s Group (excluding the Guarantors Group Companies) from their obligationsany Qualifying Seller Guarantees. If Purchasers shall, as a continuing obligation, indemnify, defend and hold harmless Seller and, as an irrevocable third party stipulation, the other members of Seller’s Group (excluding the Group Companies) against all amounts required to be paid after the Effective Time by any of them pursuant to: (i) any Listed Guarantees (including all reasonable costs and expenses which may be incurred (including reasonable legal fees)); and (ii) any Qualifying Seller Guarantees (including all reasonable costs and expenses which may be incurred (including reasonable legal fees)), provided that the Guaranteed Obligations are revived and reinstated after the termination aggregate liability of this Guarantee, then all Purchasers in respect of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment Qualifying Seller Guarantees pursuant to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementclause 5.4(a) shall not exceed €200,000 in aggregate. (b) Upon Seller shall use reasonable endeavours to procure, with effect from Closing or as soon as practicable thereafter, the sale release of the Group Companies from any Guarantees (joint and/or several) (excluding the Deed of Guarantee) given by, assumed by or disposition binding upon any of all the Capital Stock owned by the Company Group Companies in relation to any liabilities of a Guarantor (by merger or otherwise) to a Person other than the Company Seller or any other Guarantor member of Seller’s Group (excluding the Group Companies). Seller shall, as a continuing obligation, indemnify, defend and which sale or disposition is otherwise in compliance with hold harmless Purchasers and, as an irrevocable third party stipulation, the terms other members of this Indenture, such Guarantor shall Purchasers’ Group (including the Group Companies) against all amounts required to be deemed released from all obligations under this Article Twelve; provided, however, that paid by any of them after the Effective Time pursuant to any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable Guarantees (excluding for the full amount avoidance of principal doubt the Deed of Guarantee) (including all reasonable costs and premium, if any) and interest on the Securities as provided in this Article Twelveexpenses which may be incurred (including reasonable legal fees)).

Release of Guarantees. (a) Concurrently with Prior to the payment in full of all Closing, Seller, Buyer and LDC shall cooperate and shall use their respective commercially reasonable efforts to, effective as of the SecuritiesClosing, on terms reasonably acceptable to Buyer and Seller, (i) terminate or cause to be terminated, or, if required for the Guarantors shall be released from and relieved continued operation of their obligations under this Article Twelve. Upon the delivery by the Company post-Closing in the ordinary course, cause Buyer or one of its Affiliates to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company be substituted in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If all respects for Seller and any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. its Affiliates (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company) (each, a “Released Party” and collectively, the “Released Parties”) in respect of all liabilities of the Released Parties under, each guarantee, deposit or letter of credit of or relating to liabilities (including under any Material Contract, Contract, Company Lease or any other Guarantor and which sale or disposition is otherwise in compliance with lease of Leased Real Property) of the terms of this IndentureCompany, such Guarantor shall be deemed released from all obligations under this Article Twelveincluding those set forth on Schedule 6.13(a)(i) (“Guarantees”); provided, however, that Seller shall remain solely responsible for any such termination upon such sale or disposition shall occur if and only amounts payable to the extent that all obligations of such Guarantor related to the period prior to the Closing under all any Guarantee, and (ii) cause Buyer or one of its guarantees ofAffiliates to have surety bonds (and any necessary collateral, and under all of its pledges of assets indemnity or other agreements associated therewith), or other security interests acceptable to the applicable obligee, issued on behalf of Buyer or one of its Affiliates in replacement of all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Released Parties for the benefit of the Company that are required for the continued operation of the Company in the ordinary course, including those set forth on Schedule 6.13(a)(ii) (the “Surety Bonds”); provided, however, that Seller shall remain solely responsible for any amounts payable to the extent related to the period prior to the Closing under any Surety Bond that was not so replaced. In the case of the failure to do so by the Closing, then, following Closing, Seller, Buyer and the Company (which securewill then be owned by Buyer) shall continue to cooperate and use their respective commercially reasonable efforts as described in the preceding sentence. Notwithstanding anything to the contrary in the immediately preceding sentence, indebtedness with respect to the Guarantees under the Company Lease, prior to the Closing, (1) Buyer, LDC or one of their respective Affiliates shall post a certificate of deposit, cash deposit or other cash collateral in replacement of any existing certificate of deposit, cash deposit or other cash collateral previously posted by Seller, in amounts and on terms required by the landlord under the Landlord Consent and (2) LDC shall provide a guarantee of the Company’s obligations under the Company Lease in replacement of any existing guarantee previously provided by Seller on the terms required under the Landlord Consent. From and after the Closing, Buyer and the Company (which will then be owned by Buyer) shall (x) indemnify the Released Parties for any and all liabilities and losses arising from any Guarantees (other than the Guarantees under the Company Lease, which will be handled in accordance with the immediately preceding sentence) and Surety Bonds to the extent related to the period from and after the Closing and (y) not permit the Company or its Affiliates to (A) renew or extend the term of, (B) amend or waive any provision of, (C) increase its obligations under, or (D) transfer to another third party any Material Contract, Contract, letter of credit, Company Lease or other lease of Leased Real Property or other liability for which any Released Party is or would be liable under such Guarantee (other than the Guarantees under the Company Lease, which will be handled in accordance with the immediately preceding sentence) or Surety Bond; provided, however, that in the case of clause (D), Buyer shall not be prevented from making any such transfer in connection with the direct or indirect sale of the Company or all of the Company’s assets to an unaffiliated third party, provided that no such transfer or assignment shall relieve Buyer of its obligations under this Section 6.13(a). To the extent that any other Guarantor shall also terminate upon Released Party has performance obligations under any such sale Guarantee or disposition. Upon Surety Bond related to the delivery by period from and after the Closing, Buyer, the Company (which will then be owned by Buyer) and, solely with respect to the Trustee Guarantees under the Company Lease, LDC, shall use their commercially reasonable efforts to (I) fully perform or cause to be fully performed such obligations on behalf of an Officers’ Certificate and, if such Released Party or (II) otherwise take such action as reasonably requested by Seller so as to place such Released Party in the Trusteesame position as if Buyer, an Opinion of Counsel the Company (which will then be owned by Buyer) or LDC (solely with respect to the effect that Guarantees under the transaction giving rise Company Lease), and not such Released Party, had performed or was performing such obligations. (b) Prior to the release Closing, Seller, Buyer and LDC shall cooperate and shall use their respective commercially reasonable efforts to, effective as of such obligations was made the Closing, on terms reasonably acceptable to Seller and Buyer, (i) terminate or cause to be terminated, or cause Seller or one of its Affiliates (other than the Company) to be substituted in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable all respects for the full amount Company in respect of principal all liabilities of the Company under, each guarantee, deposit or letter of credit of or relating to liabilities of Seller or any of its Affiliates (other than the Company), including those set forth on Schedule 6.13(b)(i) (“Company Guarantees”), and (ii) cause Seller or one of its Affiliates (other than the Company) to have surety bonds (and premiumany necessary collateral, if anyindemnity or other agreements associated therewith) issued on behalf of Seller or one of its Affiliates (other than the Company) in replacement of all surety bonds (and interest all collateral, indemnity and other agreements associated therewith) issued on behalf of the Securities as provided in this Article TwelveCompany for the benefit of Seller or one of its Affiliates (other than the Company), including those set forth on Schedule 6.13(b)(ii) (the “Company Surety Bonds”).

Release of Guarantees. (a) Concurrently with the payment in full of all of the SecuritiesA Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such Guarantor’s Guarantee, upon: (1) (A) any sale, exchange, transfer or other disposition (by merger, amalgamation or otherwise) of the Capital Stock of such Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, if such sale, exchange, transfer or other disposition is made in compliance with this Indenture (including amendments hereof), so long as such Guarantor is also released from its obligations was made in respect of the ABL Credit Agreement, any other Specified Credit Facility and any other Indebtedness of the Issuer or a Guarantor; (A) the release or discharge of such Guarantor from its guarantee or other obligations in respect of all Indebtedness of the Issuer or a Guarantor, if such Guarantor is not a Material Domestic Subsidiary and would not then otherwise be required to guarantee the Notes pursuant to this Indenture, except a discharge or release as a result of payment under such obligations; provided that if such Guarantor has incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Guarantor under Section 4.09, such Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by the Company a Restricted Subsidiary (other than a Guarantor) under Section 4.09; (B) such Guarantor being designated as an Unrestricted Subsidiary in accordance compliance with the provisions of this Indenture, ; or (C) the Trustee shall execute any documents reasonably required Issuer exercising its Legal Defeasance option or Covenant Defeasance option in order to evidence accordance with Article 8 or the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuer’s obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture being discharged in compliance accordance with the terms of this Indenture, ; and (2) such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company delivering to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect Counsel, each stating that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable all conditions precedent provided for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveIndenture relating to such release and discharge have been complied with.

Release of Guarantees. (ai) Concurrently with the payment in full of all of the SecuritiesThe Purchaser shall use reasonable endeavours to procure by Closing or, the Guarantors shall be released from if and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andextent not done by Closing, if requested by the Trusteeas soon as reasonably practicable thereafter, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors Seller or any member of the Seller’s Group from their obligationsany securities, guarantees or indemnities given by or binding upon the Seller or any member of the Seller’s Group in respect of any liability of the Group Companies (including the release of the performance bond indemnities provided to the Sureties pursuant to the documents listed at document 4.2.2 of the Data Room (the “Performance Bond Indemnities”)). If Pending such release the Purchaser shall indemnify the Seller and any member of the Seller’s Group against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of any such liability of the Guaranteed Obligations are revived Group Companies which arises after Closing. (ii) The Seller shall use reasonable endeavours to procure by Closing or, if and reinstated to the extent not done by Closing, as soon as reasonably practicable thereafter, the release of each Group Company and each Group Company’s assets and interests from any securities, guaranties or indemnities given by or binding upon the Group Company in respect of any liability of the Seller or any member of the Seller’s Group (including under the Performance Bond Indemnities). Pending such release, the Seller shall indemnify the Group Companies against all amounts paid by any of them pursuant to any such securities, guarantees and indemnities in respect of any such liability of the Seller which arises on or after Closing. (iii) In relation to the termination Performance Bond Indemnities, the Seller shall use reasonable endeavours to procure by Closing the relevant Group Companies enter into replacement deeds of this Guaranteeindemnity with the Purchaser (or to the extent the Purchaser already has an existing arrangement with a Surety, then all the Seller shall use reasonable endeavours to procure the relevant Group Company accedes to an existing deed of indemnity that the Purchaser has entered into with a Surety) provided that (a) the obligations of the Guarantors under this Guarantee shall be revived Group Companies thereunder are effective on and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, from Closing; and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon no member of the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor Seller’s Group shall be deemed released from all obligations obliged under this Article Twelve; provided, however, that Clause to take on any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveadditional liabilities.

Release of Guarantees. With respect to an applicable series of Securities, a Subsidiary Guarantee shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Article Fourteen: (a1) Concurrently at such time as such Guarantor ceases to have outstanding or Guarantee any Specified Indebtedness; (2) upon the Company’s exercise of its Defeasance option or Covenant Defeasance option with respect to an applicable series of Securities in accordance with Article Thirteen; (3) upon the discharge of the Company’s obligations under this Indenture with respect to an applicable series of Securities pursuant to Article Four; or (4) as specified in a supplemental indenture to this Indenture. The Guarantor shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. With respect to an applicable series of Securities, the Parent Guarantee shall terminate and be of no further force or effect and the Parent Guarantor shall be automatically and unconditionally released and discharged from all obligations under this Article Fourteen, and no further action by the Parent Guarantor or the Company shall be required for the termination and release of the Parent Guarantee of such series of Securities: (1) upon the Company delivering to the Trustee an Officers’ Certificate, confirming ongoing compliance by the Company of Section 7.04 of this Indenture; (2) upon any merger or consolidation of the Parent Guarantor with the Company; (3) upon the Company’s exercise of its Defeasance option or Covenant Defeasance option with respect to an applicable series of Securities in accordance with Article Thirteen; (4) upon the discharge of the Company’s obligations under this Indenture with respect to an applicable series of Securities pursuant to Article Four; (5) upon payment in full of the aggregate principal amount of all Securities of an applicable series then outstanding and all other applicable Guaranteed Obligations under the Parent Guarantee then due and owing; or (6) as specified in a supplemental indenture to this Indenture. At the written request of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this IndentureCompany, the Trustee shall execute and deliver any documents reasonably required in order to evidence the release such release, discharge and termination in respect of the Guarantors from their obligations. If any of applicable Subsidiary Guarantee or the Guaranteed Obligations are revived and reinstated after the termination of this Parent Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently with the payment in full of all Each of the Securities, Lenders irrevocably authorizes the Guarantors Administrative Agent to be the agent for the representative of the Lenders with respect to the Guarantee Agreements and the Administrative Agent agrees that the Guarantee of any Guarantor shall be released from automatically and relieved of their obligations under this Article Twelve. Upon unconditionally released, and no further action by such Guarantor or the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to Administrative Agent is required for the release of such obligations was made Guarantor’s Guarantee under a Guarantee Agreement or any other Loan Document, if: (i) in connection with any sale, exchange, transfer or other disposition of all or substantially all the assets of that Guarantor (including by way of merger, consolidation or dissolution) to a Person that is not the Company Borrower or a Restricted Subsidiary, if the sale, exchange, transfer or other disposition does not violate this Agreement; (ii) in connection with any sale, transfer or other disposition of Capital Stock of that Guarantor to a Person that is not the Borrower or a Restricted Subsidiary and that results in such Guarantor ceasing to be a Restricted Subsidiary, if the sale, transfer or other disposition does not violate this Agreement; (iii) if the Borrower designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 6.1(c) and the definition of “Unrestricted Subsidiary” in this IndentureAgreement; and (iv) solely with respect to any Restricted Subsidiary that became a Guarantor pursuant to Section 6.7, the Trustee shall execute so long as such Restricted Subsidiary does not then have outstanding any documents reasonably required in order other Indebtedness or guarantees that would give rise to evidence an obligation to provide a guarantee pursuant to Section 6.7, upon the release or discharge by such Guarantor of Indebtedness that gave rise to such Restricted Subsidiary becoming a Guarantor or the Guarantors from their obligations. If any Guarantor being released as a Guarantor of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedIndebtedness (it being understood that a release subject to a contingent reinstatement is still a release, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that if any such termination upon such sale or disposition shall occur if and only to the extent that all obligations Indebtedness of such Guarantor under all of its guarantees ofis so reinstated, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor such Guarantee shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvebe reinstated).

Release of Guarantees. (a) Concurrently with Notwithstanding any other provision of this Agreement or the payment in full of all of Guarantee Agreement, any Guarantees made by any Subsidiary Guarantor under the Securities, the Guarantors Guarantee Agreement shall be automatically released from and relieved of their obligations under this Article Twelve. Upon the delivery on a Business Day specified by the Company Holdings (a “Guarantee Release Date”), provided that: (1) Holdings shall have given written notice to the Trustee Administrative Agent at least five Business Days prior to such Guarantee Release Date, specifying the proposed Guarantee Release Date and the Subsidiary Guarantors to be released; (2) on the Guarantee Release Date, upon the effectiveness of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions Subsidiary Guarantor hereunder, such Subsidiary Guarantor shall not Guarantee any Material Indebtedness; (3) no Default or Event of this IndentureDefault shall have occurred and be continuing as of such Guarantee Release Date; and (4) on such Guarantee Release Date, the Trustee Administrative Agent shall execute any documents reasonably required in order to evidence have received a certificate, dated such Guarantee Release Date and executed on behalf of Holdings by a Responsible Officer of Holdings, confirming the release satisfaction of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived condition set forth in clauses (2) and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement(3) above. (b) Upon The Lenders hereby expressly authorize the sale Administrative Agent to, and the Administrative Agent hereby agrees to, execute and deliver to the Loan Parties all such instruments and documents as the Loan Parties may reasonably request to effectuate, evidence or disposition confirm any release provided for in this Section 9.25, all at the sole cost and expense of all the Capital Stock owned Loan Parties. Any execution and delivery of documents pursuant to this Section 9.25 shall be without recourse to or representation or warranty by the Company of a Guarantor Administrative Agent. (by merger or otherwisec) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with Without limiting the provisions of Section 9.05, Holdings and the Borrower shall reimburse the Administrative Agent upon demand for all costs and expenses, including fees, disbursements and other charges of counsel, incurred by any of them in connection with any action contemplated by this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveSection 9.25.

Release of Guarantees. In the event (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or a disposition of all the Capital Stock owned by the Company of Equity Interests in a Subsidiary Guarantor (by merger or otherwise) to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by any covenant contained in this Agreement, (b) of the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other Guarantor document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and which sale or disposition be continuing, (ii) no amount is otherwise in then due and payable under such Subsidiary Guaranty, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if foregoing requirements and only (iv) to the extent that all obligations any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness Material Credit Facility) is paid ratably to the holders of the Company or any other Guarantor Notes based on the outstanding principal amount thereof. The holders of the Notes shall also terminate upon take such sale or disposition. Upon the delivery by actions and execute such documents as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Trustee Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, IDEXX LABORATORIES, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Chairman, President and Chief Executive Officer This Agreement is hereby accepted and agreed to as of an Officers’ Certificate andthe date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, if requested by the Trusteeits Investment Manager By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: New York Life Investment Management LLC, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indentureits Investment Manager By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director DEFINED TERMS As used herein, the Trustee shall execute any documents reasonably required following terms have the respective meanings set forth below or set forth in order to evidence the release of Section hereof following such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.term:

Release of Guarantees. A Note Guarantee of a Guarantor will be automatically and unconditionally released (aand thereupon shall terminate and be discharged and be of no further force and effect): (1) Concurrently in connection with any sale or other disposition (including by merger or otherwise) of (x) Capital Stock of the Guarantor after which such Guarantor is no longer a Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with the applicable provisions of this Indenture, or (y) all or substantially all the assets of such Guarantor, if such sale or other disposition (including by merger or otherwise) is made in compliance with this Indenture and such entity is not a guarantor under any other Capital Markets Indebtedness or the Revolving Credit Agreement; (2) if the Company properly designates the Guarantor as an Unrestricted Subsidiary under this Indenture; (3) upon a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture that complies with the provisions under Section 8.02, Section 8.03 or Section 11.01; (4) upon payment in full of the aggregate principal amount of all of the Securities, the Guarantors shall be released from Notes then outstanding and relieved of their all other obligations under this Article TwelveIndenture and the Notes then due and owing; (5) such Subsidiary Guarantor ceasing to be a Material Domestic Subsidiary and such entity is not a guarantor under any other Capital Markets Indebtedness or the Revolving Credit Agreement; or (6) upon the occurrence of a Covenant Suspension Event. Upon any occurrence giving rise to a release of a Note Guarantee as specified above and upon the Company’s delivery by the Company to the Trustee of an Officers’ Officer’s Certificate andcertifying compliance with the applicable provisions, if the Trustee will, at the sole cost of the Company, execute any documents reasonably requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release or effect such release, termination and discharge in respect of the Guarantors from their obligationssuch Note Guarantee. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by Neither the Company of nor any Guarantor will be required to make a Guarantor (by merger or otherwise) notation on the Notes to a Person other than the Company reflect any Note Guarantee or any other Guarantor and which sale such release, termination or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvedischarge.

Release of Guarantees. In the event (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or a disposition of all the Capital Stock owned by the Company of Equity Interests in a Subsidiary Guarantor (by merger or otherwise) to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by any covenant contained in this Agreement, (b) of the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Subsidiary Guarantee Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other Guarantor document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and which sale or disposition be continuing, (ii) no amount is otherwise in then due and payable under such Subsidiary Guarantee Agreement, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if foregoing requirements and only (iv) to the extent that all obligations any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Guarantor under Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and execute such documents as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director by MetLife Investment Management, LLC, Its Investment Manager by MetLife Investment Management, LLC, Its Investment Manager by White Mountains Advisors, LLC, as Investment Manager by MetLife Investment Management, LLC, Its Sub-Investment Manager by MetLife Investment Management, LLC, Its Investment Adviser By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director C. ▇▇▇▇▇ ▇▇▇▇▇▇, Managing Director ▇▇▇▇ ▇. ▇▇▇▇▇, Managing Director ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Director ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, President and Chief Executive Officer ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice President and Chief Financial Officer ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Assistant Treasurer Name and Address of Purchaser Note Registration Number and Principal Amount of Notes to be Purchased ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Securities to be registered in the name of Metropolitan Life Insurance Company) (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: ▇▇▇-▇▇▇-▇▇▇ Account No.: 496577268 Account Name: Metropolitan Life Insurance Company-Separate Account 728 Ref: IDEXX Laboratories, Inc., 3.25%, Due February 12, 2022 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of its guarantees ofprincipal and interest, the Company shall seek instructions from the holder, and under in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications: Investments, Private Placements ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Director Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of financial statements to: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ (3) Original notes delivered to: Securities Investments, Law Department ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (4) Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and Principal Amount of Notes to be Purchased ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (Securities to be registered in the name of Metropolitan Life Insurance Company) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: JPMorgan Chase Bank ABA Routing #: ▇▇▇-▇▇▇-▇▇▇ Account No.: 002-2-410591 Account Name: Metropolitan Life Insurance Company Ref: IDEXX Laboratories, Inc., 3.72%, Due 2/12/27 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of its pledges of assets or other security interests which secureprincipal and interest, indebtedness of the Company shall seek instructions from the holder, and in the absence of instructions to the contrary, will make such payments to the account and in the manner set forth above. All notices and communications: Investments, Private Placements ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Director Facsimile (▇▇▇) ▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of financial statements to: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ Original notes delivered to: Securities Investments, Law Department ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and Principal Amount of Notes to be Purchased ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇ (Securities to be registered in the name of Hare & Co) (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: Bank Name: BNY Mellon SWIFT: ▇▇▇▇▇▇▇▇▇▇▇ ABA No.: ▇▇▇▇▇▇▇▇▇ Account No.: 558155 Ref: IDEXX Laboratories, Inc., 3.25% Due February 12, 2022 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or any otherwise. For all payments other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the Trustee of an Officers’ Certificate andcontrary, if requested by the Trustee, an Opinion of Counsel will make such payments to the effect that account and in the transaction giving rise manner set forth above. (2) All notices and communications: Investments, Private Placements ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Managing Director Facsimile: (▇▇▇)▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of financial statements to: Investments, Privates Placements ▇.▇. ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and AXIS Reinsurance Company c/o AXIS Capital ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇ Road Pembroke HM08 Bermuda (3) Original notes delivered to: The Bank of New York Mellon Corporation One Wall Street, Window A 3rd Floor, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (Reference: Account No. 558155) (4) Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and Principal Amount of Notes to be Purchased ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (Securities to be registered in the name of ▇▇▇▇ and CO) (1) All scheduled payments of principal and interest by wire transfer of immediately available funds to: U.S. (USD) Bank Name: JPMorgan Chase ABA: ▇▇▇-▇▇▇-▇▇▇ Account No.: 9009000200 FFC: P89526, Symetra Life Indexed Annuity 170 – Met Private Ref: IDEXX Laboratories, Inc., 3.25%, Due February 12, 2022 with sufficient information to identify the source and application of such funds, including issuer, PPN#, interest rate, maturity and whether payment is of principal, interest, make whole amount or otherwise. For all payments other than scheduled payments of principal and interest, the Company shall seek instructions from the holder, and in the absence of instructions to the release contrary, will make such payments to the account and in the manner set forth above. (2) All notices and communications: Investments, Private Placements ▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Director Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇ With a copy OTHER than with respect to deliveries of such obligations was made financial statements to: ▇.▇. ▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attention: Chief Counsel-Securities Investments (PRIV) Email: ▇▇▇_▇▇▇▇▇▇_▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and White Mountains Advisors, LLC Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Guilford, CT 06437 (3) Original notes delivered to: White Mountains Advisors, LLC Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ Guilford, CT 06437 (4) Taxpayer I.D. Number: ▇▇-▇▇▇▇▇▇▇ Name and Address of Purchaser Note Registration Number and Principal Amount of Notes to be Purchased ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ (Securities to be registered in accordance with the provisions name of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount ▇▇▇▇ and CO) (1) All scheduled payments of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.by wire transfer of immediately available funds to:

Release of Guarantees. Purchaser shall deliver to the respective beneficiaries of any and all guarantees relating to or arising under any Purchased Contracts, Transferred Real Property Leases or Assumed Liabilities (a“Seller Guarantees”) Concurrently with the payment in full such replacement guarantees from Purchaser and its Affiliates, letters of all of the Securitiescredit, the Guarantors collateral, or other credit support, as shall be released from required pursuant and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with any Purchased Contract, Transferred Real Property Leases or Assumed Liability. In the provisions of this Indenture, event that the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If respective beneficiaries under any of the Guaranteed Obligations are revived Seller Guarantees do not agree to release (the “Guarantee Release”) Seller and reinstated its Subsidiaries from any and all liability arising thereunder after theClosing, prior to the termination of this GuaranteeClosing, then all Purchaser shall cause to be delivered to Seller, as beneficiary, at the Closing an indemnification agreement and guarantee, dated and effective as of the obligations of the Guarantors under this Guarantee shall be revived Closing Date and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, in form and the Guarantors shall enter into an amendment to this Guarantee, substance reasonably satisfactory to Seller and from a creditworthy obligor as shall be satisfactory to Seller (collectively, “Backstop Documents”), pursuant to which Seller and its Affiliates shall, from and after the TrusteeClosing, evidencing such revival be indemnified, reimbursed and reinstatement. (b) Upon held harmless from any and all liabilities, losses, claims, costs and expenses under or arising out of the sale relevant Seller Guarantee. From and after the Closing, Purchaser shall not permit any Contract to which a Seller Guarantee relates to be renewed, extended, amended or disposition of all modified unless the Capital Stock owned Purchaser obtains and delivers to Seller the related Guarantee Release duly executed by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness beneficiaries of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelverelated Seller Guarantee.

Release of Guarantees. (a) Concurrently with 9.4.1 The Purchaser and the payment Business Sellers shall use their respective reasonable endeavours to procure by the NatWest Closing in full of all respect of the SecuritiesNatWest Businesses and the RBS Closing in respect of the RBS Businesses or, to the extent not done by the relevant Closing, as soon as reasonably practicable thereafter, the Guarantors shall be released release with effect from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release relevant Closing of the Guarantors from their obligations. If Business Sellers or any member of the Guaranteed Obligations are revived and reinstated after RBSG Group from those security arrangements, guarantees or indemnities given by or binding upon the termination of this Guarantee, then all Business Sellers or any member of the RBSG Group in respect of any obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company Business Sellers or any other Guarantor and which sale or disposition is otherwise member of the RBSG Group in compliance with respect of the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only Business Assets to the extent that such obligations are the Assumed Liabilities. Pending such ***Material has been omitted pursuant to a request for confidential treatment and has been filed separately. release, the Purchaser shall indemnify and keep indemnified (on an after-Tax basis) the Business Sellers and any member of the RBSG Group against all obligations amounts required to be paid by any of them pursuant to any such security, guarantees or indemnities and any Losses arising out of or in connection with them, in each case to the extent that such amounts or Losses relate to events occurring or acts or omissions after the relevant Closing. 9.4.2 For the purposes of Clause 9.4.1 in using “reasonable endeavours” the Purchaser shall not be required to assume any Liability more onerous than being a substitute guarantor or counterparty, as applicable. 9.4.3 For the purposes of this Clause 9.4 the parties acknowledge and agree that: (i) one or more of the relevant securities, guarantees or indemnities may become known to the Business Sellers or the Purchaser (as the case may be) on or after the relevant Closing; and (ii) upon becoming so aware of such Guarantor under all a security, guarantee or indemnity (as the case may be) the relevant party shall notify the other parties in writing as soon as practicable of its guarantees ofexistence, and the obligations under all Clause 9.4.1 shall apply. 9.4.4 The provisions of its pledges this Clause 9.4 shall not apply in relation to any GTS Instruments or Indemnified GTS Instruments (or, for the avoidance of assets or other security interests doubt, any GTS Client Agreements), to which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee Clause 9.12 shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveapply.

Release of Guarantees. Purchaser shall use its reasonable best efforts to cause the Seller Group to be fully and irrevocably released, as of the Closing Date or as promptly as practicable after the Closing Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds, or collateral obtained or given by the Seller Group relating to the Distribution Business, any Purchased Asset or any Assumed Liability set forth on Section 5.11 of the Disclosure Schedule (aincluding as a result of the Seller Group’s remaining directly or indirectly liable for, or otherwise having credit exposure with respect to, any Assumed Liabilities) Concurrently with (collectively, the payment “Seller Guarantees”). If Purchaser is not able to release any such Seller Guarantee, Seller shall or shall cause the applicable member of the Seller Group to maintain such Seller Guarantee in full force and effect until the earlier of twelve (12) months and such time as such Seller Guarantee is released, and Purchaser shall indemnify the Seller Indemnified Parties against any and all of the Securities, the Guarantors shall payments required to be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release applicable member of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated Seller Group under such Seller Guarantee after the termination Closing Date. Without limiting the foregoing, after the Closing Date, Purchaser shall not, and shall cause its Subsidiaries not to renew, extend, amend or supplement any Contract or Liability that is covered by a Seller Guarantee without providing Seller with evidence reasonably satisfactory to it that the Seller Guarantee has been released. Any cash or other collateral posted by the Seller Group in respect of this Guarantee, then all of the obligations of the Guarantors under this any Seller Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment delivered to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only Seller except to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness it was included in the calculation of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveClosing Adjustment.

Release of Guarantees. (a) Concurrently with Abbot shall and shall procure that the payment in full of Abbot Group and the Target Group shall use their respective reasonable endeavours to procure that as soon as practicable after Closing the Seller and all members of the Securities, the Guarantors Retained Group shall be released from any guarantee or surety (whether or not listed in Part 1 of Schedule 9 and relieved where not so listed as soon as practicable after Abbot or any member of their obligations under this Article Twelve. Upon Abbot's Group becoming aware of the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release existence of such obligations was made guarantee or surety) given by the Company any of them to any third party in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release respect of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all performance of the obligations of any member of the Guarantors Target Group under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indentureany agreements entered into by any of them which endeavours shall include the offering by Abbot of a guarantee in identical terms in substitution for the guarantee of the relevant member of the Retained Group and pending such release shall indemnify and keep indemnified the Seller for itself and as trustee for all members of the Retained Group against any and all liabilities, such Guarantor shall be deemed released from all costs, claims, proceedings and damages which may arise in connection with any guarantee or surety given in respect of the performance of the obligations under this Article Twelve; provided, however, that of any such termination upon such sale member of the Target Group (whether or disposition shall occur if and only not listed in Part 1 of Schedule 9) other than to the extent that all they arise out of any default of the Seller or any member of the Retained Group or any member of the Target Group prior to Closing. 6.4.1 On the Closing Date Abbot shall (i) pay to the Seller the sum of Pound Sterling 125,000 in the same manner as the Sterling payment is made under Section 2.2.1 or in a manner otherwise agreed between Abbot and the Seller (ii) include (and during the following six months maintain the inclusion of) each member of the Retained Group which is listed as a guarantor in Part I of Schedule 9 as an additional insured on such insurance policies as are required to comply with the obligations of such Guarantor the Target Group under all of its guarantees ofthe relevant Contracts, and under all (iii) at Seller's request, supply copies of its pledges of assets or other security interests which secure, indebtedness of certificates evidencing the Company or any other Guarantor shall also terminate upon such sale or dispositionsame. Upon the delivery by expiry of six months from the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release Closing Date and on each anniversary of such obligations was made in accordance with date (or the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of first subsequent Business Day thereafter if such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.anniversary is

Release of Guarantees. In the event (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or a disposition of all the Capital Stock owned by the Company of Equity Interests in a Subsidiary Guarantor (by merger or otherwise) to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by any covenant contained in this Agreement, (b) of the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Subsidiary Guarantee Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other Guarantor document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and which sale or disposition be continuing, (ii) no amount is otherwise in then due and payable under such Subsidiary Guarantee Agreement, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if foregoing requirements and only (iv) to the extent that all obligations any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness Material Credit Facility) is paid ratably to the holders of the Company or any other Guarantor Notes based on the outstanding principal amount thereof. The holders of the Notes shall also terminate upon take such sale or disposition. Upon the delivery by actions and execute such documents as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Trustee Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of an Officers’ Certificate andthe date thereof. By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Investment Management Japan Co., if requested by the TrusteeLtd., an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indentureas Investment Manager By: Prudential Investment Management, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from Inc., as Sub-Adviser By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Assistant Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its obligations. Any Guarantor not so released remains liable for the full amount of principal of General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (and premiumas Investment Advisor) By: Prudential Private Placement Investors, if anyInc. (as its General Partner) and interest on the Securities By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as provided in this Article Twelve.Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Arizona Reinsurance Universal Company, as Grantor By: Prudential Investment Management, Inc., as Investment Manager By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President

Release of Guarantees. (i) The Purchaser shall use reasonable endeavours to procure as soon as reasonably practicable after Closing, the release of the Seller or any member of the Seller’s Group from the Seller’s Group Guarantees. Pending such release, the Purchaser shall indemnify the Seller and any member of the Seller’s Group against all amounts paid by any of them pursuant to the Seller’s Group Guarantees in respect of any such liability of the G4Si Group Companies which arises after Closing. If (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be any Seller’s Group Guarantee has not been released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to date that is six months after the Trustee of an Officers’ Certificate andClosing Date; or (b) any Seller’s Facility Guarantee has not been released by the date that is three months after the Closing Date; the Purchaser shall, if requested by the TrusteeSeller, an Opinion promptly and in any event within three Business Days provide a sum of Counsel cash to the effect guaranteed party under that Seller’s Group Guarantee or Seller’s Facility Guarantee equal to the transaction giving rise maximum amount that is being guaranteed under the Seller’s Group Guarantee or Seller’s Facility Guarantee (as applicable) to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such Seller’s Group Guarantee or Seller’s Facility Guarantee and the Purchaser shall enter into the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Purchaser shall procure the release of such obligations was made by Seller’s Group Guarantee or Seller’s Facility Guarantee and notify the Company in accordance with Seller once the provisions of this IndentureSeller’s Group Guarantee or Seller’s Facility Guarantee has been released. (ii) The Seller shall use reasonable endeavours to procure as soon as reasonably practicable after Closing, the Trustee shall execute any documents reasonably required in order to evidence the release of each G4Si Group Company from any securities, guarantees or indemnities given by or binding upon the Guarantors from their obligationsG4Si Group Company in respect of any liability of the Seller or any member of the Seller’s Group (the “G4Si Group Company Guarantees”). Pending such release, the Seller shall indemnify the G4Si Group Companies against all amounts paid by any of them pursuant to the G4Si Group Company Guarantees in respect of any such liability of the G4Si Group Companies. If any of G4Si Group Company Guarantee has not been released by the Guaranteed Obligations are revived and reinstated date that is six months after the termination of this GuaranteeClosing Date, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate andSeller shall, if requested by the TrusteePurchaser, an Opinion promptly and in any event within three Business Days provide a sum of Counsel cash to the effect guaranteed party under that G4Si Group Company Guarantee equal to the transaction giving rise maximum amount that is being guaranteed under the G4Si Group Company Guarantee to that guaranteed party. Such cash will be held by that guaranteed party as collateral for the obligations that are the subject of such G4Si Group Company Guarantee and the Seller shall enter (or procure the entry into of) the documents requested by that guaranteed party to reflect those collateral arrangements. After paying such cash to that guaranteed party the Seller shall procure the release of such obligations was made in accordance with G4Si Group Company Guarantee and notify the provisions of this Indenture, Purchaser once the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveG4Si Group Company Guarantee has been released.

Release of Guarantees. (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from Seller and relieved of Purchasers agree to cooperate and use their obligations under this Article Twelve. Upon the delivery by the Company respective commercially reasonable efforts to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to promptly obtain the release of such obligations was Seller or its Affiliates that are a party to or otherwise have liability with respect to (and to cause a Purchaser or its Subsidiaries to be substituted for Seller and its Affiliates with respect to) any guarantees, performance bonds, bid bonds and other similar agreements set forth on Section 6.10 of the Disclosure Schedule, correct and complete copies of which have been made available to Purchasers (the “Seller Guarantees”) on or prior to the Effective Date, in each case solely to the extent related to the Company and its Subsidiaries. Seller and its Affiliates shall keep each Seller Guarantee in place and in full force and effect until the date Purchasers’ replacement arrangement is in full force and effect and accepted by the Company in accordance with relevant counterparty. In the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If event any of the Guaranteed Obligations Seller Guarantees are revived not released prior to or at the Closing, Purchasers will indemnify and reinstated after hold Seller and its Affiliates that are a party to or otherwise have liability with respect to each such Seller Guarantee harmless for any and all payments required to be made under such Seller Guarantee until such Seller Guarantee is released. The foregoing indemnity will survive Closing indefinitely and will not be subject to the termination limitations set forth in Article 11. Notwithstanding anything to the contrary contained in this Section 6.10, neither Seller nor its Affiliates shall have any obligation to keep any Seller Guarantee in place for any renewal, extension, modification, supplement, amendment or rearrangement of this Guarantee, then the terms of any or all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory or liabilities relating to the Trustee, evidencing such revival and reinstatementSeller Guarantees. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently with The Purchaser shall use commercially reasonable efforts to assist the payment Seller in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after obtaining the termination of this Guaranteethe guarantees, then all indemnities or other financial assurances by Cavan or its Affiliates (other than the Company and the Subsidiaries) of the Permitted Indebtedness or other obligations of the Guarantors under this Guarantee Company or any Subsidiary set forth on Schedule 6.9 (the “Cavan Guarantees”); provided that nothing herein shall be revived and reinstated as if this Guarantee had not been terminated until require the Purchaser to pay any amounts or agree to any amendments or modifications of the Contracts relating to such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale Permitted Indebtedness or disposition other obligations of all the Capital Stock owned by the Company or any Subsidiary in connection with the obtaining of a Guarantor such terminations of the Cavan Guarantees. The Purchaser agrees to indemnify Cavan or its Affiliates (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with Subsidiary), as the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, howevercase may be, that is a party to any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees ofguarantee, and under all of its pledges of assets indemnity or other security interests which secure, indebtedness financial assurance of Permitted Indebtedness or other obligations of the Company or any Subsidiary, whether or not listed on Schedule 6.9, from and against all amounts payable thereunder; provided that the Purchaser shall be obligated to indemnify Cavan or its Affiliates pursuant to this Section 6.9 only with respect to the Cavan Guarantees and other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by guarantees, indemnities and financial assurances that relate to obligations of the Company or a Subsidiary pursuant to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect Contracts that have been disclosed on Schedule 3.9; and provided further that the transaction giving rise Purchaser shall not be obligated to indemnify Cavan or its Affiliates from any Losses for which the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Seller has an indemnity obligation under Article Twelve10.

Release of Guarantees. (a) Concurrently with 9.4.1 The Purchaser and the payment Business Sellers shall use their respective reasonable endeavours to procure by the Friends and Family Transfer Date in full of all respect of the SecuritiesFriends and Family Customers, the Guarantors shall be released from NatWest Closing in respect of the NatWest Businesses, the RBS Wales Closing in respect of the RBS Wales Businesses and relieved the RBS England Closing in respect of their obligations under this Article Twelve. Upon the delivery RBS England Businesses or, to the extent not done by the Company to the Trustee of an Officers’ Certificate andRelevant Closing, if requested by the Trusteeas soon as reasonably practicable thereafter, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by with effect from the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release Relevant Closing of the Guarantors from their obligations. If Business Sellers or any member of the Guaranteed Obligations are revived and reinstated after RBSG Group from those security arrangements, guarantees or indemnities given by or binding upon the termination of this Guarantee, then all Business Sellers or any member of the RBSG Group in respect of any obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company Business Sellers or any other Guarantor and which sale or disposition is otherwise member of the RBSG Group in compliance with respect of the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only Business Assets to the extent that such obligations are the Assumed Liabilities. Pending such release, the Purchaser shall indemnify and keep indemnified (on an after-Tax basis) the Business Sellers and any member of the RBSG Group against all obligations amounts required to be paid by any of them pursuant to any such security, guarantees or indemnities and any Losses arising out of or in connection with them, in each case to the extent that such amounts or Losses relate to events occurring or acts or omissions after the Relevant Closing. 9.4.2 For the purposes of Clause 9.4.1 in using “reasonable endeavours” the Purchaser shall not be required to assume any Liability more onerous than being a substitute guarantor or counterparty, as applicable. 9.4.3 For the purposes of this Clause 9.4 the parties acknowledge and agree that: (i) one or more of the relevant securities, guarantees or indemnities may become known to the Business Sellers or the Purchaser (as the case may be) on or after the Relevant Closing; and (ii) upon becoming so aware of such Guarantor under all a security, guarantee or indemnity (as the case may be) the relevant party shall notify the other parties in writing *** Material has been omitted pursuant to a request for confidential treatment and has been filed separately. as soon as practicable of its guarantees ofexistence, and the obligations under all Clause 9.4.1 shall apply. 9.4.4 The provisions of its pledges this Clause 9.4 shall not apply in relation to any GTS Instruments or Indemnified GTS Instruments (or, for the avoidance of assets or other security interests doubt, any GTS Client Agreements), to which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee Clause 9.12 shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveapply.

Release of Guarantees. (a) Concurrently with Upon the release of all payment obligations of any Guarantor relating to any existing or future Indebtedness under one or more Credit Facilities of the Company, such Subsidiary or any other Restricted Subsidiary, such Guarantor shall be automatically released and relieved of any obligations under this Indenture and its Guarantee. In the event such Guarantor subsequently incurs or guarantees any Indebtedness under one or more Credit Facilities, the Company shall cause such released Guarantor to unconditionally guarantee all Obligations under the Notes and this Indenture on the terms set forth in full Section 4.06. (b) In the event of a sale or other disposition of all or substantially all of the Securitiesassets or Capital Stock (whether by consolidation, merger, stock purchase, asset sale or otherwise) of any Guarantor, in each case, to a Person other than the Guarantors Company or to a Person that is not (either before or after giving effect to such transaction) a Subsidiary, then such Guarantor shall be automatically released and relieved of any obligations under this Indenture and its Guarantee; provided that the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after, and taking into account, that sale or disposition, no Default or Event of Default shall have occurred and be continuing under this Indenture; and provided, further, that a termination shall only occur to the extent that all obligations of that Guarantor in respect of any Indebtedness under all Credit Facilities of the Company or any of the Restricted Subsidiaries, and under all of that Guarantor's pledges of assets or other security interests which secured Indebtedness under any Credit Facilities of the Company or any of the Restricted Subsidiaries, shall also terminate upon such sale or disposition. (c) Upon the proper designation of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor shall be automatically released and relieved of any obligations under this Indenture and its Guarantee. (d) In the event the Company effects a discharge of this Indenture or a legal defeasance or a covenant defeasance in accordance with Section 8.01, each Guarantor shall be released from and relieved of their any obligations under this Article Twelve. Indenture and its Guarantee. (e) Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that of any of the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indentureforegoing, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligationsobligations under its Guarantee. Any such Guarantor not so released remains from its obligations under its Guarantee shall remain liable for the full amount of principal of (of, and premiuminterest and Additional Interest, if any) , on, the Notes and interest on for the Securities other obligations of such Guarantor under this Indenture as provided in this Article Twelve.X.

Release of Guarantees. In the event (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or a disposition of all the Capital Stock owned by the Company of Equity Interests in a Subsidiary Guarantor (by merger or otherwise) to a Person other than the Company or an Affiliate of the Company in a transaction not prohibited by any covenant contained in this Agreement, (b) of the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Subsidiary Guarantee Agreement and shall be automatically released from its obligations thereunder without the need for the execution or delivery of any other Guarantor document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and which sale or disposition be continuing, (ii) no amount is otherwise in then due and payable under such Subsidiary Guarantee Agreement, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if foregoing requirements and only (iv) to the extent that all obligations any fee is paid to lenders under the Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness Material Credit Facility) is paid ratably to the holders of the Company or any other Guarantor Notes based on the outstanding principal amount thereof. The holders of the Notes shall also terminate upon take such sale or disposition. Upon the delivery by actions and execute such documents as the Company to may reasonably request, at the Trustee of an Officers’ Certificate andCompany’s sole expense, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of or confirm such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelverelease.

Release of Guarantees. (a) Concurrently with the payment in full of all of the SecuritiesA Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuer or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantor’s Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.upon: (ba) Upon the sale other than with respect to Guarantees of Holdings and BKFS Holdings, any sale, exchange or disposition transfer (by merger, consolidation or otherwise) of all (i) the Capital Stock owned by of such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all the Company assets of a such Guarantor (by merger or otherwise) to a any Person other than the Company Holdings or any other Guarantor a Restricted Subsidiary, and which sale or disposition is otherwise in compliance with the terms applicable provisions of this Indenture; (b) other than with respect to Guarantees of Holdings and BKFS Holdings, such Guarantor shall be deemed released the release or discharge from all its obligations under this Article Twelve; providedits guarantees of payment of any Indebtedness of the Issuer or any Guarantor under the Amended and Restated Credit Facilities (it being understood that a release subject to a contingent reinstatement is still considered a release, however, that and if any such termination upon such sale or disposition shall occur if and only to the extent that all obligations Indebtedness of such Guarantor under all of its guarantees ofthe Amended and Restated Credit Facilities is so reinstated, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor such Guarantee shall also terminate upon such sale be reinstated); (c) other than with respect to Guarantees of Holdings and BKFS Holdings, the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or (d) the Issuer exercising its Legal Defeasance option or dispositionCovenant Defeasance option in accordance with Article VIII or the Issuer’s obligations under this Indenture being discharged in accordance with Article XI. Upon In the delivery by case of a release and discharge in accordance with the Company above, the Issuer shall deliver written notice to the Trustee of an Officers’ Certificate andsuch release and discharge, if requested by the Trustee, an Opinion of Counsel but failure to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, so notify the Trustee shall execute any documents reasonably required in order to evidence the release not constitute a Default or Event of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveDefault.

Release of Guarantees. (a) Concurrently with the payment in full Each Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and shall thereupon terminate and be of all of the Securitiesno further force and effect, and no further action by such Subsidiary Guarantor, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to Issuers or the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to is required for the release of such obligations was Subsidiary Guarantor’s Guarantee, upon: (A) any sale, exchange, issuance disposition or transfer (by merger, amalgamation, consolidation, dividend, distribution or otherwise) of (x) the Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (y) all or substantially all the assets of such Subsidiary Guarantor, in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with or is not prohibited by the Company applicable provisions of this Indenture (including any amendments thereof); (B) the release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor of Indebtedness under the Senior Secured Credit Facilities, or the release or discharge of such other guarantee or direct obligation that resulted in accordance the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Guarantee pursuant to Section 4.15 hereof); (C) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture or the occurrence of any event following which the Subsidiary Guarantor is no longer a Restricted Subsidiary in compliance with the applicable provisions of this Indenture; (D) upon the merger, amalgamation, consolidation or Division of any Subsidiary Guarantor with and into an Issuer or another Subsidiary Guarantor or upon the Trustee shall execute any documents reasonably required liquidation or winding up of such Subsidiary Guarantor, in order to evidence each case, in compliance with or in a manner not prohibited by the release applicable provisions of this Indenture; (E) the occurrence of a Covenant Suspension Event; (F) as provided under Article 9; or (G) the exercise by the Issuers of their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 hereof or the discharge of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the Issuers’ obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Indenture in compliance accordance with the terms of this Indenture. Notwithstanding clause (E) above, if, after any Covenant Suspension Event in which the Issuer has elected to release the Co-Issuer, a Reversion Date shall occur, then the Suspension Period with respect to such Guarantor Covenant Suspension Event shall be deemed released from terminate and all obligations under this Article Twelve; providedactions reasonably necessary to provide that the Notes shall have been either, howeverat the election of the Issuer, that any such termination upon such sale co-issued or disposition shall occur if and only unconditionally guaranteed by the Co-Issuer (to the extent that all obligations of a guarantee is required by Section 4.15 hereof) shall be taken within 90 days after such Guarantor under all of its guarantees of, and under all of its pledges of assets Reversion Date or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents as soon as reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvepracticable thereafter.

Release of Guarantees. A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Issuer, the Collateral Agent or the Trustee is required for the release of such Guarantor’s Guarantee upon: (a) Concurrently with any direct or indirect sale, exchange or transfer (by merger, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Subsidiary; provided, that, notwithstanding anything herein, until payment in full of all of the SecuritiesObligations, the Guarantors no Person shall be released from and relieved its Guarantee of their obligations its Obligations under this Article Twelve. Upon the delivery by the Company Notes Documents pursuant to the Trustee foregoing, if, after giving effect to such release, such Person shall continue to guarantee or have any other obligation with respect to, any other Debt of an Officers’ Certificate and, if requested by the Trustee, an Opinion Issuer or any of Counsel to its Subsidiaries (including any Debt under the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this IndentureNotes Documents, the Trustee shall execute Secured Notes Documents, the Senior Credit Facility, New Miner Equipment Lender Debt, or, in each case, any documents reasonably required in order to evidence the release Permitted Refinancing thereof), it being understood that such Person’s Guarantees of the Guarantors from their obligations. If Obligations shall in any event be automatically reinstated if, at any time in the future, such Person shall become a guarantor of, or shall guarantee any, other Debt of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.Issuer; or (b) Upon the sale Issuer exercising its Legal Defeasance option or disposition of all Covenant Defeasance option in accordance with this Indenture or the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise Issuer’s obligations under this Indenture being discharged in compliance accordance with the terms of this Indenture. Prior to (or concurrent with) the release of any Guarantee of any Guarantor hereunder, such Guarantor the Issuer shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company deliver to the Trustee of and the Collateral Agent an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. Upon request of the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this IndentureIssuer, the Trustee and the Collateral Agent shall execute evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee and/or the Collateral Agent without the consent of any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveHolder.

Release of Guarantees. (a) Concurrently with the payment in full of all The Guarantee of the SecuritiesSecurities by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (i) the consummation of any transaction permitted under this Indenture (including a sale, transfer, disposition or distribution of such Subsidiary Guarantor to a Person that is not the Parent or one of its Subsidiaries, or a dissolution) resulting in such Subsidiary Guarantor ceasing to be a Subsidiary; (ii) the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Parent, the Guarantors shall be released from and relieved Issuer or another Subsidiary Guarantor that is the surviving Person in such merger, amalgamation or consolidation; (iii) the Issuer’s exercise of their either of its defeasance options with respect to such Securities pursuant to Section 14.03 or the Issuer’s obligations under this Article Twelve. Upon the delivery by the Company Indenture with respect to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company Securities being discharged in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture; (iv) such time (after giving effect to the guarantee release set forth in this clause (iv) and any similar guarantee release provisions governing any other indebtedness) such Subsidiary Guarantor ceases to be a guarantor or issuer of indebtedness of the Parent or any of its subsidiaries, other than (i) the Securities and (ii) other outstanding indebtedness in an aggregate principal amount not exceeding 25% of the Parent and its Subsidiaries’ then-outstanding indebtedness (it being understood that any indebtedness under which such Subsidiary Guarantor will be released as a guarantor substantially concurrently with the release of the guarantee of the Securities shall be deemed excluded for purposes of calculating the amount of such Subsidiary Guarantor’s indebtedness under clause (ii) (but not, for the avoidance of doubt, the amount of the Parent and its subsidiaries then-outstanding indebtedness)); or (v) receipt of the consent of holders holding a majority of the aggregate outstanding principal amount of such series of Securities pursuant to Article IX hereof. (b) The Guarantee of the Securities by a Guarantor (other than the Parent) that is a direct or indirect parent of the Company shall be automatically and unconditionally released from all obligations under this Article Twelve; providedand discharged, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor does not remain an issuer or co-issuer of or borrower or guarantor under all of its guarantees ofany debt securities or syndicated credit facilities, and under all of its pledges of assets or other security interests which secureif, indebtedness of the Company or at any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.time after becoming a Guarantor:

Release of Guarantees. A Guarantor (aother than the Borrower) Concurrently with the payment in full of all of the Securities, the Guarantors shall automatically be released from and relieved of their its obligations under the Loan Documents and the Guarantee of such Guarantor shall automatically be terminated, in each case, upon (i) the consummation of any transaction permitted by this Article TwelveAgreement as a result of which such Guarantor ceases to be a Restricted Subsidiary; provided that, if so required by Section 9.02, the Required Lenders shall have consented to such transaction or (ii) such Guarantor becoming an Excluded Subsidiary; provided that the Borrower has elected for such Excluded Subsidiary to be released from its Guarantee. Upon the delivery by the Company Notwithstanding anything to the Trustee contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of an Officers’ Certificate and, if notice to or consent of any Lender except as expressly required by Section 9.02) to take any action requested by ▇▇▇▇▇▇▇▇ having the Trustee, an Opinion effect of Counsel releasing any guarantee obligations to the effect that the transaction giving rise extent not prohibited by any Loan Document or consented to the release of such obligations was made by the Company in accordance with Section 9.02. Notwithstanding anything to the provisions contrary herein, any Guarantor that is a guarantor with respect to any Specified Borrower Indebtedness shall not be released from its obligations under the Loan Documents and the Guarantee of such Guarantor shall not be terminated pursuant to any Loan Document, in each case, so long as it remains a guarantor of such Specified Borrower Indebtedness. In connection with any termination or release pursuant to this IndentureSection 9.19, the Trustee Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably required request to evidence such termination or release so long as the Borrower or applicable Loan Party shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall reasonably request in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in demonstrate compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveAgreement.

Release of Guarantees. (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from Seller and relieved of Buyer agree to cooperate and use their obligations under this Article Twelve. Upon the delivery by the Company respective reasonable best efforts to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to promptly obtain the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. Seller or its Affiliates (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any Transferred Subsidiary) that are a party to or otherwise have Liability with respect to (and to cause Buyer or its subsidiaries to be substituted for Seller and its Affiliates with respect to) any guarantees, performance bonds, bid bonds, credit support agreements, reimbursement agreements, letters of credit, remaining obligations or liabilities under agreements for mergers and acquisitions, contingent liability obligations (including indemnification obligations and other Guarantor and which sale obligations arising out of the assignment of any Contract by Seller or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or Affiliates (other security interests which secure, indebtedness of than the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by Transferred Subsidiary) to the Company or any Transferred Subsidiary in connection with the Pre-Closing Reorganization) and other similar agreements or commitments, including those set forth on Schedule 6.8 of the Disclosure Schedule (the “Seller Guarantees”) on or prior to the Trustee of an Officers’ Certificate andClosing, if requested by the Trustee, an Opinion of Counsel in each case to the effect that the transaction giving rise extent related to the release of such obligations was made in accordance with the provisions of this IndentureCompany, the Trustee Transferred Subsidiaries or the Business. In the event any of Seller Guarantees are not released prior to or at the Closing, (a) Buyer shall execute use its commercially reasonable efforts to obtain a letter of credit or surety insurance on behalf of Buyer or one of its Affiliates in favor of Seller with respect to each such Seller Guarantee issued in a format and from a bank mutually agreed by Buyer and Seller and (b) Buyer and the Company, jointly and severally, will indemnify and hold Seller and its Affiliates that are a party to or otherwise have Liability with respect to each such Seller Guarantee harmless for any documents reasonably and all payments required to be made or other Liabilities incurred by Seller or its Affiliates under such Seller Guarantee until such Seller Guarantee is released. The foregoing indemnity will survive the Closing indefinitely and will not be subject to the limitations set forth in order Article 10. Notwithstanding anything to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided contrary contained in this Article TwelveSection 6.8 or elsewhere, (i) none of Seller nor its Affiliates shall have any obligation to keep any Seller Guarantee in place for any renewal, extension, modification, supplement, amendment or rearrangement of the terms of any or all of the obligations or liabilities relating to Seller Guarantees or, in any case, no later than the Closing Date and (ii) neither the Company nor any Transferred Subsidiary will renew, extend, modify, supplement, amend or rearrange (or take any action that has the effect of renewing, extending, modifying, supplementing, amending or rearranging) the terms of any or all of the obligations or liabilities relating to Seller Guarantees without the consent of Seller.

Release of Guarantees. (a) Concurrently with the payment in full of all The Guarantee of the Securities, the Guarantors Securities by a Subsidiary Guarantor shall be automatically and unconditionally released from and relieved discharged upon: (i) the consummation of their obligations any transaction permitted under this Article Twelve. Upon the delivery by the Company Indenture (including a sale, transfer, disposition or distribution of such Subsidiary Guarantor to a Person that is not Parent or one of its Subsidiaries, or a dissolution) resulting in such Subsidiary Guarantor ceasing to be a Subsidiary; (ii) such Subsidiary Guarantor becomes an Excluded Person; provided that no such release will occur to the Trustee extent such Subsidiary Guarantor remains an issuer or co-issuer of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute or borrower or guarantor under any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatementUnited States debt securities or United States syndicated credit facilities. (b) Upon The Guarantee of the sale Securities by a Subsidiary Guarantor that is a direct or disposition indirect parent of all the Capital Stock owned by the Company of shall be automatically and unconditionally released and discharged if, at any time after becoming a Guarantor: (i) such Subsidiary Guarantor becomes prohibited by any applicable law, rule or regulation binding on such Subsidiary Guarantor or its properties from guaranteeing the obligations under the Indenture; (ii) remaining a Guarantor (by merger or otherwise) would, in the reasonable determination of the Company, result in material adverse tax consequences to a Person other than the Company Parent or any other Guarantor and which sale of its Subsidiaries; provided that no such release shall occur under clauses (i) or disposition is otherwise in compliance with the terms (ii) above of this IndentureSection 17.12(b), such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations such Subsidiary Guarantor remains an issuer or co-issuer of such or borrower or guarantor under any debt securities or syndicated credit facilities. Promptly after the release of any Guarantor under all of its guarantees ofthis Section, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company deliver to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect stating that the transaction giving rise to the such release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable has occurred and that all conditions precedent provided for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveIndenture to such release have been complied with.

Release of Guarantees. (a) Concurrently with Upon the release of all payment obligations of any Guarantor relating to any existing or future Indebtedness under one or more Credit Facilities of the Company, such Subsidiary or any other Restricted Subsidiary, such Guarantor shall be automatically released and relieved of any obligations under this Indenture and its Guarantee. In the event such Guarantor subsequently incurs or guarantees any Indebtedness under one or more Credit Facilities, the Company shall cause such released Guarantor to unconditionally guarantee all Obligations under the Securities and this Indenture on the terms set forth in full Section 4.3. (b) In the event of a sale or other disposition of all or substantially all of the Securitiesassets or Capital Stock (whether by consolidation, merger, stock purchase, asset sale or otherwise) of any Guarantor, in each case, to a person other than the Guarantors Company or to a person that is not (either before or after giving effect to such transaction) a Subsidiary, then such Guarantor shall be automatically released and relieved of any obligations under this Indenture and its Guarantee; provided that the Company shall have delivered to the Trustee an Officers' Certificate to the effect that immediately after, and taking into account, that sale or disposition, no Default or Event of Default shall have occurred and be continuing under this Indenture; and provided, further, that a termination shall only occur to the extent that all obligations of that Guarantor in respect of any Indebtedness under all Credit Facilities of the Company or any of the Restricted Subsidiaries, and under all of that Guarantor's pledges of assets or other security interests which secured Indebtedness under any Credit Facilities of the Company or any of the Restricted Subsidiaries, shall also terminate upon such sale or disposition. (c) Upon the proper designation of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor shall be automatically released and relieved of any obligations under this Indenture and its Guarantee. (d) In the event the Company effects a discharge of this Indenture or a legal defeasance or a covenant defeasance in accordance with Article VIII, each Guarantor shall be released from and relieved of their any obligations under this Article Twelve. Indenture and its Guarantee. (e) Upon the delivery by the Company to the Trustee of an Officers’ ' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that of any of the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indentureforegoing, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligationsobligations under its Guarantee. Any such Guarantor not so released remains from its obligations under its Guarantee shall remain liable for the full amount of the principal of of, and accrued and unpaid cash interest (and premiumincluding any Additional Interest) on, if any) and interest on the Securities and for the other obligations of such Guarantor under this Indenture as provided in this Article TwelveXI.

Release of Guarantees. A Note Guarantee of a Guarantor will be automatically and unconditionally released (aand thereupon shall terminate and be discharged and be of no further force and effect): (1) Concurrently in connection with any sale or other disposition (including by merger or otherwise) of (x) Capital Stock of the Guarantor after which such Guarantor is no longer a Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with the applicable provisions of this Indenture or (y) all or substantially all the assets of such Guarantor, if such sale or other disposition (including by merger or otherwise) is made in compliance with this Indenture and such entity is not a guarantor under any other Capital Markets Indebtedness or the Revolving Credit Agreement; (2) if the Company properly designates the Guarantor as an Unrestricted Subsidiary under this Indenture; (3) upon a Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture that complies with the provisions under Section 8.02, Section 8.03 or Section 14.01, respectively; (4) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under this Indenture and the Notes then due and owing; (5) such Subsidiary Guarantor ceasing to be a Material Domestic Subsidiary and such entity is not a guarantor under any other Capital Markets Indebtedness or the Revolving Credit Agreement; or (6) upon the occurrence of a Covenant Suspension Event, as described in Section 4.15. A Note Guarantee of a Guarantor also will be automatically released upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest of all of the Securities, Capital Stock of such Guarantor securing this Indenture or any other Pari Passu Obligations or other exercise of remedies in respect thereof in accordance with the Guarantors shall be released from and relieved of their obligations under this Article TwelveIntercreditor Agreement. Upon any occurrence giving rise to a release of a Note Guarantee as specified above and upon the Company’s delivery by the Company to the Trustee of an Officers’ Officer’s Certificate andcertifying compliance with the applicable provisions, if the Trustee will, at the sole cost of the Company, execute any documents reasonably requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release or effect such release, termination and discharge in respect of the Guarantors from their obligationssuch Note Guarantee. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by Neither the Company nor any Guarantor will be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge. Upon any release of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenturefrom its Note Guarantee, such Guarantor shall also be deemed released from all its obligations under this Article Twelve; provided, however, that the Security Documents. The Trustee shall not be liable for any such termination upon release undertaken in reliance (in good faith) on such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelveOfficer’s Certificate.

Release of Guarantees. (a) Concurrently with Prior to the payment Closing, Buyer shall terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in full all respects for Seller and any Retained Subsidiary (collectively, the “Seller Guarantors”) in respect of all obligations of Seller Guarantors under, or replace or cause to be replaced, effective as of the SecuritiesClosing Date, any Seller Guaranties and in each case obtain from the Guarantors shall be released from creditor or other counterparty to each Seller Guaranty a full and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the irrevocable release of the Seller Guarantors from their obligationsthat are liable, directly or indirectly, to such creditor in respect of such Seller Guaranty. If Neither Seller nor any Affiliate of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee Seller shall be revived and reinstated as if this Guarantee had not been terminated until such time as required to make any payment or incur any out of pocket cost to obtain the Guaranteed Obligations are again terminatedforegoing terminations, substitutions or replacements of any Seller Guaranties, and the Guarantors Buyer and its Affiliates shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing bear all such revival and reinstatementcosts. (b) Upon In the sale event the actions provided for in Section 5.16(a) above are not completed by the Closing Date, (i) Buyer shall indemnify and hold harmless Seller Guarantors from and against all continuing obligations and Liabilities under any such Seller Guaranties, and (ii) from and after the Closing, Buyer shall continue to use its reasonable best efforts to terminate, or disposition cause Buyer or one of its Affiliates to be substituted in all respects for Seller Guarantors in respect of all the Capital Stock owned by the Company obligations of a Guarantor (by merger Seller Guarantors under, or otherwise) replace or cause to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenturebe replaced, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon Seller Guaranties and in each case obtain from the creditor or other counterparty to each Seller Guaranty a full and irrevocable release of the Seller Guarantors that are liable, directly or indirectly, to such sale creditor in respect of such Seller Guaranty, and Buyer shall not and shall not permit the Business, the Acquired Companies or disposition shall occur if and only its Affiliates to (A) renew or extend the term of or (B) amend any contract to increase the obligations under, or transfer to another third party, any Contract or other obligation for which any Seller Guarantor is or would reasonably be expected to be liable under such Seller Guaranty. To the extent that all any Seller Guarantor continues to have any performance obligations under any such Seller Guaranty on or after the Closing Date, Buyer shall use reasonable best efforts to (x) perform, or cause its Affiliates to perform, such obligations on behalf of such Seller Guarantor under all or (y) otherwise take such action as reasonably requested by Seller so as to put such Seller Guarantor in the same position as if Buyer or one of its guarantees ofAffiliates, and under all of its pledges of assets not such Seller Guarantor, had performed or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon were performing such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. Purchasers shall use commercially reasonable efforts to obtain, at or prior to the Closing (aor, if not obtained at or prior to the Closing, as soon as practicable thereafter), the termination of, and full release of Sellers and their respective affiliates (excluding the JV Entities and their subsidiaries) Concurrently from, all obligations of Sellers and their respective affiliates (excluding the JV Entities and their subsidiaries) under all guarantees, clawback arrangements, keepwells, letters of credit, indemnity or contribution obligations, support agreements, surety bonds and/or other contingent obligations in favor of (i) any member of the JV Entities or their subsidiaries or (ii) any other third party in connection with the payment in full of all business of the SecuritiesJV Entities or their subsidiaries (including, without limitation, lenders to the JV Entities or their subsidiaries) (collectively, as amended, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company “Seller Guarantees”), in each case, to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelveextent practicable; provided, however, that Purchasers shall not be obligated to use commercially reasonable efforts to obtain the terminations or releases of Sellers and their respective affiliates (A) from any such termination upon such sale or disposition shall occur if and only Seller Guarantees except to the extent that identified on Schedule 2.3 or otherwise identified in writing by Sellers to Purchasers prior to or within ninety (90) days after the Closing or (B) in respect of any Entrance Fee Liabilities (as defined below) in favor of any resident of any of the Facilities or his or her heirs or estate (the “Entrance Fee Guarantees”). To the extent any Seller Guarantees (including any Entrance Fee Guarantees) are not terminated or released, from and after the Closing, Purchasers and HCP, on a joint and several basis, shall indemnify, defend and hold harmless Sellers and their affiliates (excluding the JV Entities and their subsidiaries) from and against any and all Losses (as defined herein) incurred by any of them relating to the Seller Guarantees (including any Entrance Fee Guarantees). For purposes of this Agreement, “Entrance Fee Liabilities” shall mean, from time to time with respect to any resident (or his or her heirs or estate) at any Facility, the aggregate service and financial obligations owing to such resident under such resident’s applicable entrance fee agreement, including, without limitation, the obligations to (a) refund any portion of the entrance fees paid by such resident, (b) make My Choice or ▇▇▇▇ refunds or repayments (however designated on such Facility’s financial statements), (c) make available free or discounted resident services, care or health benefit days, or provide continuing life care services or benefits to such resident, (d) repurchase from such resident the life estate real property interest of such Guarantor under all of its guarantees of, and under all of its pledges of assets resident in such resident’s unit at such Facility or other security interests which secure, indebtedness of the Company or (e) pay any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvemaster trust liabilities.

Release of Guarantees. (a) Concurrently Upon the request of the U.S. Borrower, the General Administrative Agent shall take whatever reasonable steps are necessary to coordinate the simultaneous release of the guarantees hereunder with the payment in full Bond Guarantees. The Lenders hereby agree with the U.S. Borrower, and hereby instruct the General Administrative Agent, that if any Subsidiary shall have been, or shall simultaneously be, released from all Bond Guarantees and all guarantees by such Subsidiary of all Public Indebtedness (or will cease to be a guarantor thereunder concurrently with such Subsidiary ceasing to be a Subsidiary Guarantor), the General Administrative Agent shall, at the request and expense of the SecuritiesU.S. Borrower, the Guarantors take such actions as shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if reasonably requested by the Trustee, an Opinion of Counsel U.S. Borrower to release such Subsidiary Guarantor from its obligations under the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Subsidiary Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon The Lenders hereby agree with the sale U.S. Borrower, and hereby instruct the General Administrative Agent, that if the U.S. Borrower shall have delivered to the General Administrative Agent written notice that it proposes to sell or otherwise dispose of any Subsidiary is a Subsidiary Guarantor, and such disposition is permitted by this Agreement, the General Administrative Agent shall, at the request and expense of all the Capital Stock owned U.S. Borrower, take such actions as shall be reasonably requested by the Company of a U.S. Borrower to release such Subsidiary Guarantor (by merger from its obligations under the Subsidiary Guarantee; provided, that such Subsidiary shall have been, or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indentureshall simultaneously be, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that Bond Guarantees and all guarantees by any such termination upon such sale or disposition shall occur if and only to the extent that all obligations Subsidiary of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article TwelvePublic Indebtedness.

Release of Guarantees. (a) Concurrently with A Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the payment in full of all of the Securities, the Guarantors Guarantee and this Indenture shall be released from and relieved discharged upon: (1) the sale, exchange or other transfer or disposition (including by way of their obligations under this Article Twelve. Upon the delivery by the Company merger, consolidation, arrangement or amalgamation) of Capital Interests in any Guarantor to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company any Person in accordance compliance with the provisions terms of this Indenture or the occurrence of any other transaction permissible under this Indenture, the Trustee shall execute any documents reasonably required in order each case, pursuant to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall which such Guarantor ceases to be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. a Subsidiary; (b2) Upon the sale or disposition other transfer of all or substantially all the Capital Stock owned by the Company assets of a Guarantor (including by merger way of merger, consolidation, arrangement or otherwiseamalgamation) to a Person other than that is not a Subsidiary in compliance with the Company or any other terms of this Indenture; (3) the designation of a Guarantor and which sale or disposition is otherwise as an Unrestricted Subsidiary in compliance with the terms of this Indenture, the merger, consolidation or amalgamation of any Guarantor with and into the Company, another Guarantor or a Person that will become a Guarantor substantially upon the consummation of such merger, consolidation or amalgamation; (4) the release of a Guarantor shall be deemed released from of all of its Guarantee obligations under this Article Twelve; providedin respect of the Credit Facilities (or, however, that any if such termination upon such sale or disposition shall occur if and only to release occurs substantially concurrently with the extent that all obligations release of the Guarantee of such Guarantor under all or will occur as a result of its guarantees of, and under all the Guarantee of its pledges of assets such Guarantor); or other security interests which secure, indebtedness (5) the election of the Company to have its obligations satisfied and discharged with respect to any outstanding Notes in accordance with the terms of this Indenture, or any other Guarantor shall also terminate upon such sale exercise of the legal defeasance option or disposition. Upon the delivery covenant defeasance option by the Company to Company, or the occurrence of a Covenant Suspension Event. At the request of the Company, the Company, such Guarantor and the Trustee (upon receipt by the Trustee of an Officers’ Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel pursuant to the effect that the transaction giving rise to the Section 10.5 hereof) will execute a supplemental indenture or other document evidencing such release of and discharge. In addition, upon any such obligations was made occurrence specified in accordance with the provisions of this IndentureSection 11.3, the Trustee shall upon receipt of an Officer’s Certificate, at the Company’s expense, execute any documents reasonably required requested by the Company in order to evidence such release, discharge and termination in respect of the applicable Guarantee. The Company shall deliver notice to the Trustee and the Note Collateral Agent of any release or termination contemplated under this Section 11.3, but failure to so notify the Trustee or the Note Collateral Agent shall not invalidate such release or termination or constitute a Default or Event of Default by the Company. Notwithstanding the foregoing, each Holder expressly and irrevocably agrees that it will not hinder, or direct the Trustee to take any action that will hinder, the automatic release of any Guarantee provided for by this Section 11.3 to the extent the Company determines in good faith that the applicable transaction is permitted under this Indenture (including, without limitation, in connection with any disposition to Persons other than the Company or a Guarantor permitted under this Indenture), and each Holder expressly and irrevocably agrees that the Trustee shall be authorized to, and shall, take any necessary action to release any such Guarantor Guarantee to the extent authorized to do so by this Section 11.3 without any obligation or requirement to notify or obtain consent from its obligations. Any Guarantor not so released remains liable for the full amount of principal of any Holder (and premiumthe Trustee shall not condition any such actions on providing notice to, if any) and interest on or obtaining consent from, the Securities as provided in this Article TwelveHolders).

Release of Guarantees. Prior to the Closing Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, (ai) Concurrently with terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all respects for Seller and any of its Affiliates or former Affiliates (other than the payment Acquired Companies) (collectively, the “Released Parties”) in full respect of all obligations of the SecuritiesReleased Parties under, any guarantee of or relating to obligations or liabilities (including under any Contract, letter of credit or Company Lease) of the Guarantors shall be released from and relieved Acquired Companies listed on Section 4.12 of their obligations under this Article Twelve. Upon the delivery by the Company to Disclosure Letter (“Guarantees”) or entered into or issued following the Trustee date hereof in the ordinary course of an Officers’ Certificate and, if requested by the Trustee, an Opinion business (including renewals and extensions of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived foregoing) and reinstated after (ii) cause Buyer or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith) issued on behalf of Buyer or one of its Affiliates in replacement of, but not having materially worse terms for the termination of this GuaranteeBuyer and the Acquired Companies than, then all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Released Parties for the benefit of any of the Acquired Companies and listed on Section 4.12 of the Company Disclosure Letter (the “Surety Bonds”) or issued following the date hereof in the ordinary course of business (including renewals and extensions of any of the foregoing). In the case of the failure to do so by the by the Closing Date, then, Seller, on the one hand, and Buyer and the Company, jointly and severally, on the other hand, shall continue to cooperate and use their respective reasonable best efforts to terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Released Parties in respect of, all obligations of the Guarantors Released Parties under this Guarantee shall be revived any such Guarantees and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminatedto replace surety bonds issued on behalf of Released Parties with surety bonds issued on behalf of Buyer or one of its Affiliates, and Buyer shall (i) indemnify and hold harmless the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing Released Parties for any Damages arising from such revival Guarantees and reinstatement. surety bonds and (bii) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the not permit any Acquired Company or Affiliates to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other Guarantor obligation for which any Released Party is or would reasonably be expected to be liable under such Guarantee and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to Surety Bond. To the extent that all any Released Party has performance obligations under any such Guarantee or Surety Bond, Buyer shall use reasonable best efforts to (i) perform such obligations on behalf of such Guarantor under all of its guarantees ofReleased Party or (ii) otherwise take such action as reasonably requested by Seller so as to put such Released Party in the same position as if Buyer, and under all of its pledges of assets not such Released Party, had performed or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon were performing such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently Purchaser shall reasonably cooperate with the payment Sellers prior to the Closing Date in full of all Sellers’ efforts to terminate as of the SecuritiesEffective Time, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery on terms reasonably acceptable to Purchaser, such guarantees or commitments by the Company Sellers or their Affiliates (other than the Direct Sale Companies and their Subsidiaries) of specified obligations of one or more of the Direct Sale Companies and/or their Subsidiaries under the agreements set forth on Section 6.17 of the Seller Disclosure Schedule to which one or more of the Trustee of an Officers’ Certificate andDirect Sale Companies and/or their Subsidiaries are parties (the “Seller Performance Guarantees”), including if requested by the Trusteerelevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, an Opinion of Counsel by offering guarantees, support or other security arrangements reasonably acceptable to the effect that the transaction giving rise to the release relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations was made by thereunder) to be renewed, extended, expanded or amended after the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligationsEffective Time. If any Seller Performance Guarantees are not terminated as of the Guaranteed Obligations are revived and reinstated Effective Time (the “Continuing Seller Performance Guarantees”), Purchaser shall: (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment Effective Time on terms reasonably acceptable to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. Purchaser; (b) Upon defend, indemnify and hold harmless the sale or disposition of all Sellers against and from, and reimburse the Capital Stock owned Sellers for any losses incurred by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only Sellers to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that all obligations of such Guarantor under all of its guarantees ofdocuments, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if as are reasonably requested by the TrusteeSellers, an Opinion of Counsel be executed by Purchaser to further evidence the effect that the transaction giving rise to the release of such obligations was made set forth in accordance with the provisions clauses “(a)” and “(b)” of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelvesentence.

Release of Guarantees. (a) Concurrently with Notwithstanding the payment provisions of Section 1302, a Guarantee will be subject to termination and discharge under the circumstances described in full of all of the Securities, the Guarantors shall this Section 1303. A Guarantor will automatically and unconditionally be released from and relieved of their all obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this its Guarantee, then all of the obligations of the Guarantors under this and such Guarantee shall thereupon terminate and be revived discharged and reinstated as if this Guarantee had not been terminated until of no further force or effect, (i) in the case of a Subsidiary Guarantor, concurrently with such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into Subsidiary Guarantor becoming an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the Unrestricted Subsidiary or concurrently with any direct or indirect sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company of any Subsidiary Guarantor or any other Guarantor and which sale or disposition is otherwise in compliance with interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, (ii) at any time that such Guarantor is released from all of its obligations under all of its Guarantees of payment by the Company of any Indebtedness of the Company under the Senior Credit Facility (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated), provided that the release of obligations described in this clause (ii) shall not apply to Avis Budget Group, Inc., (iii) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Company or another Guarantor, provided that the release of obligations described in this clause (iii) shall not apply to Avis Budget Group, Inc., (iv) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of this Indenture, such or (v) subject to Section 1302(b), upon payment in full of all monetary obligations of the Company under this indenture and the Notes, whether for principal of or interest on the Notes, expenses, indemnification or otherwise. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor shall that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facility to be deemed unconditionally released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees ofSubsidiary Guarantee, and under all such Subsidiary Guarantee shall thereupon terminate and be discharged and of its pledges of assets no further force or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveeffect.”

Release of Guarantees. (a) Concurrently Notwithstanding anything in this Article 9 to the contrary, concurrently with the payment or performance in full of (i) all amounts due and owing on Securities of a particular series and (ii) all other obligations of the Company under this Indenture with respect to such Securities, the Guarantors Guarantor shall be released from and relieved of their from its obligations under this Article Twelve9 with respect to such series of Securities. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations Guarantee, with respect to such series of Securities, was made by the Company in accordance with the provisions of this IndentureIndenture and such series of Securities, the Trustee shall execute any documents reasonably required by the Guarantor, which documents may consist of those documents executed by the Trustee under Article 8 in connection with the satisfaction and discharge of this Indenture or a defeasance, in order to evidence the release of the Guarantors Guarantor from their obligationsits obligations with respect to such Securities. If any of the Guaranteed Obligations obligations of the Company are revived and reinstated after the termination of this Guaranteesuch Guarantee (including any obligations under Section 3.3), or if any payments by the Company are avoided or recovered pursuant to any proceeding under any Bankruptcy Law, then all of the obligations of the Guarantors Guarantor under this such Guarantee shall be revived and reinstated as if this such Guarantee had not been terminated until such time as all the Guaranteed Obligations amounts due and owing on all such series of Securities are again terminatedpaid in full, and the Guarantors Guarantor shall enter into an amendment to this the Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

Release of Guarantees. (a) Concurrently with the payment in full A Guarantee by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and such Guarantee shall thereupon terminate and be discharged and of all of the Securitiesno further force and effect, and no further action by such Subsidiary Guarantor, the Guarantors Company or the Trustee shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to required for the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Subsidiary Guarantor’s Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.: (A) (bi) Upon the sale concurrently with any sale, exchange, Disposition or disposition of all the Capital Stock owned by the Company of a Guarantor transfer (by merger or otherwise) of (x) any Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company (provided that such release shall only apply if such transaction is entered into for a bona fide business purpose and not to circumvent the requirement to provide a Guarantee or grant security) or (y) all or substantially all assets of such Subsidiary Guarantor to a Person other than the Company or any one of its Subsidiaries, in each case, if such sale, exchange, transfer or other Guarantor and which sale or disposition is otherwise not prohibited by the applicable provisions of this Indenture and, (a) such sale, exchange, transfer or other disposition is in compliance with the terms of this IndentureSection 3.12 or (b) unless such sale, such Guarantor shall be deemed released from all obligations under this Article Twelve; providedexchange, however, that any such termination upon such sale transfer or other disposition shall occur if and only is with or to the extent that all Company, the surviving or transferee Person expressly assumes such Subsidiary Guarantor’s obligations in accordance with Section 12.04; (ii) upon the merger or consolidation of such Subsidiary Guarantor under all of its guarantees of, with and under all of its pledges of assets or other security interests which secure, indebtedness of into either the Company or any other Subsidiary Guarantor shall also terminate wherein the Company or such other Subsidiary Guarantor, as applicable, is the surviving Person in such merger or consolidation, if such merger, consolidation or amalgamation is not prohibited by the applicable provisions of this Indenture and such surviving Person expressly assumes such Subsidiary Guarantor’s obligations in accordance with Section 12.04; (iii) upon the dissolution or liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to either the Company or another Subsidiary Guarantor; (iv) upon satisfaction and discharge of this Indenture as described under Article 9 or; - 142 - (v) concurrently with such Subsidiary becoming an Excluded Subsidiary; and upon such sale Subsidiary Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Section 12.06 relating to such release have been complied with. At the written request, and sole cost and expense, of the Company, the Trustee (or disposition. Upon the delivery Collateral Agent, if applicable) shall execute and deliver any documents reasonably requested by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelveapplicable Guarantee.