Common use of RELEASE FROM GUARANTEES Clause in Contracts

RELEASE FROM GUARANTEES. With effect as of the Closing Date, Purchaser hereby assumes (i) any and all obligations and liabilities relating to any guarantees, comfort letters and other security interests of any kind which any member of the RÜTGERS Group, or any third party on behalf of any member of the RÜTGERS Group, has provided prior to the date hereof or will provide prior to the Closing Date in favor of, or on behalf of, any member of the Bakelite Group to banks, other financial institutions, suppliers, customers or other third parties (provided, however, that such guarantees, comfort letters and other security interests are disclosed in Exhibit 7.4 (1) and provided further that, following the date hereof, no member of the RÜTGERS Group shall provide any new guarantee, comfort letter or other security in respect of liabilities of any member of the Bakelite Group without the prior written consent of Purchaser) (the “Sellers’ Guarantees”) and (ii) shall indemnify and hold harmless the relevant members of the RÜTGERS Group from any obligations and liabilities arising under or in connection with the Sellers’ Guarantees. Purchaser shall further, prior to or on the Closing Date, to the extent possible, release all relevant members of the RÜTGERS Group from the Sellers’ Guarantees with effect as of the Closing Date, provided that Sellers shall notify Purchaser of the outstanding Sellers’ Guarantees and the amount of the aggregate (actual or contingent) liability of the RÜTGERS Group thereunder at least five Business Days before the Closing Date and further provided that such release does not involve unreasonable costs and liabilities of Purchaser. To the extent that the relevant members of the RÜTGERS Group are not released from any Sellers’ Guarantees provided by them in order to secure any loans granted by banks or other financial institutions (as specifically set forth in Exhibit 7.4 (1) and other than those to be repaid in accordance with Section 7.2 (a)), Purchaser shall, on the Closing Date, provide an unconditional and irrevocable bank guarantee issued by a first class (AA rated) European or US bank of international standing and payable upon first demand, in the form attached hereto as Exhibit 7.4 (2) in an amount of the outstanding amount under any such loans as of the Closing Date as notified to Purchaser by Sellers at the latest five Business Days prior to the Closing Date (which amount shall in no event be higher than as set forth in Exhibit 7.4 (1)). For the avoidance of doubt, any recourse claims of the RÜTGERS Group against any entity of the Bakelite Group in connection with any Sellers’ Guarantees shall not be affected by this Agreement.

RELEASE FROM GUARANTEES. With effect as At or prior to the Closing, the Purchaser shall use reasonable best efforts to take or cause to be taken all actions necessary to secure the unconditional release of the Seller and its Affiliates (excluding Groupe Modulo, collectively the “Seller Group”) from any guarantees or other credit support provided by them with respect to the Business (the “Guarantees”), including effecting such release by issuing Purchaser guarantees or other credit support, and the Purchaser shall use reasonable best efforts to, or shall use reasonable best efforts to cause its Affiliates or Groupe Modulo (collectively, the “Purchaser Group”) to, be substituted in all respects for the member of the Seller Group that is party to the Guarantee, so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to the Seller. In the case of the failure to do so by the by the Closing Date, then, the Seller, on the one hand, and the Purchaser hereby assumes Group, on the other hand, shall continue to cooperate and use their respective reasonable best efforts to terminate, or cause the Purchaser Group to be substituted in all respects for the Seller Group in respect of, all obligations of the Seller Group under any such Guarantees, and the Purchaser shall and cause (i) indemnify and hold harmless the Seller Group for any damages arising from such Guarantees and all (ii) not permit any member of the Purchaser Group to (A) renew or extend the term of or (B) increase its obligations and liabilities relating under, or transfer to another third party, any guaranteesloan, comfort letters and lease, Contract or other security interests of any kind obligation for which any member of the RÜTGERS GroupSeller Group is or would reasonably be expected to be liable under such Guarantee. In the event the Seller Group identifies, after the Closing, guarantees, or any third party on behalf of other similar obligations to which any member of the RÜTGERS Group, has provided prior to the date hereof or will provide prior to the Closing Date in favor of, or on behalf of, any member of the Bakelite Seller Group to banks, other financial institutions, suppliers, customers or other third parties (provided, however, that such guarantees, comfort letters and other security interests are disclosed in Exhibit 7.4 (1) and provided further that, following the date hereof, no member of the RÜTGERS Group shall provide any new guarantee, comfort letter or other security in respect of liabilities of any member of the Bakelite Group without the prior written consent of Purchaser) is a party (the “Sellers’ Additional Guarantees”) and (ii) ), the Seller shall indemnify and hold harmless promptly notify the relevant members Purchaser in writing of the RÜTGERS Group from any obligations existence and liabilities arising under or terms of such Additional Guarantees, and the Purchaser, upon receipt of such notice, shall promptly use reasonable best efforts to cause the release and substitution of such Additional Guarantees in a manner consistent with the foregoing. All costs and expenses incurred in connection with the Sellers’ Guarantees. Purchaser shall further, prior to release or on the Closing Date, to the extent possible, release all relevant members substitution of the RÜTGERS Group from the Sellers’ Guarantees with effect as of the Closing Date, provided that Sellers shall notify Purchaser of the outstanding Sellers’ Guarantees and the amount of Additional Guarantees, as the aggregate (actual case may be, shall be borne by the Purchaser, and the Purchaser shall indemnify the Seller Group for any and all Losses arising from or contingent) liability of the RÜTGERS Group thereunder at least five Business Days before the Closing Date relating to such Guarantees and further provided that such release does not involve unreasonable costs and liabilities of Purchaser. To the extent that the relevant members of the RÜTGERS Group are not released from any Sellers’ Guarantees provided by them in order to secure any loans granted by banks or other financial institutions (as specifically set forth in Exhibit 7.4 (1) and other than those to be repaid in accordance with Section 7.2 (a)), Purchaser shall, on the Closing Date, provide an unconditional and irrevocable bank guarantee issued by a first class (AA rated) European or US bank of international standing and payable upon first demand, in the form attached hereto as Exhibit 7.4 (2) in an amount of the outstanding amount under any such loans as of the Closing Date as notified to Purchaser by Sellers at the latest five Business Days prior to the Closing Date (which amount shall in no event be higher than as set forth in Exhibit 7.4 (1)). For the avoidance of doubt, any recourse claims of the RÜTGERS Group against any entity of the Bakelite Group in connection with any Sellers’ Guarantees shall not be affected by this AgreementAdditional Guarantees.

RELEASE FROM GUARANTEES. With effect as of The Purchaser shall (i) promptly following the Closing (but in no event later than six (6) weeks following the Closing Date), use best efforts to secure the unconditional release of The Thomson Corporation from the Guaranty Agreement referenced in item 8 of Section 5.11 of the Disclosure Schedule (the “Synthetic Lease Guaranty”) by providing the guaranteed parties thereto a letter of credit or other comparable credit support necessary to secure the unconditional release of The Thomson Corporation from the Synthetic Lease Guaranty and (ii) promptly following the Closing, the Purchaser hereby assumes shall use commercially reasonable efforts to take or cause to be taken all actions reasonably necessary to secure the unconditional release of the Sellers, TCDI and their Affiliates (excluding the Learning Entities; collectively, the “Seller Group”), as applicable, from the guarantees (but excluding the Synthetic Lease Guaranty) set forth in Section 5.11 of the Disclosure Schedule (the “Listed Guarantees” and, together with the Synthetic Lease Guaranty, the “Guarantees”), by issuing Purchaser guarantees or other Purchaser credit support, and the Purchaser shall use commercially reasonable efforts, or shall use commercially reasonable efforts to cause its controlled Affiliates or the Learning Entities (collectively, the “Purchaser Group”) to, be substituted in all respects for the applicable member of the Seller Group that is party to the Listed Guarantee, so that the applicable member of the Purchaser Group shall be solely responsible for the obligations of such Listed Guarantee; provided, however, that any such release or substitution must be effected pursuant to documentation reasonably satisfactory in form and substance to TCDI. If the Purchaser fails to secure the unconditional release of the Seller Group from any of the Guarantees prior to any sale, transfer or other disposition in one transaction or a series of transactions (whether through a sale of assets, stock, merger or any other business combination) of any Learning Entity, any portion thereof or any successor thereto that is a party to any such Guarantee, or all or substantially all of the business or assets of the Purchaser or of the Learning Entities, the Purchaser shall, or shall cause the appropriate member of the Purchaser Group to, use best efforts to secure the unconditional release of all such outstanding obligations of the Seller Group by providing a letter of credit or other comparable credit support necessary to secure the unconditional release of the applicable member of the Seller Group. Until the Purchaser or the appropriate member of the Purchaser Group has secured the unconditional release of the Guarantees described in this Section 5.11, the Purchaser shall and shall cause the Learning Entities and any successors to (i) indemnify and hold harmless the Seller Group for any damages arising from the Guarantees and all (ii) not permit any of the Learning Entities to (A) renew or extend the term of or (B) increase its obligations and liabilities relating under, or transfer to another third party, any guaranteesloan, comfort letters and lease, Contract or other security interests of any kind obligation for which any member of the RÜTGERS GroupSeller Group is or would reasonably be expected to be liable under any such Guarantee. In the event the Seller Group identifies, after the Closing, guarantees, or other similar obligations to which any third party on behalf of any member of the RÜTGERS Group, has provided prior to the date hereof or will provide prior to the Closing Date in favor of, or on behalf of, any member of the Bakelite Seller Group to banks, other financial institutions, suppliers, customers or other third parties (provided, however, that such guarantees, comfort letters and other security interests are disclosed in Exhibit 7.4 (1) and provided further that, following the date hereof, no member of the RÜTGERS Group shall provide any new guarantee, comfort letter or other security in respect of liabilities of any member of the Bakelite Group without the prior written consent of Purchaser) is a party (the “Sellers’ Additional Guarantees”) and (ii) ), the Seller Group shall indemnify and hold harmless promptly notify the relevant members Purchaser in writing of the RÜTGERS Group from any obligations existence and liabilities arising under or terms of such Additional Guarantees, and upon receipt of such notice by the Purchaser, the Additional Guarantees shall be treated in the same manner as the Listed Guarantees. All costs and expenses incurred in connection with the Sellers’ Guarantees. Purchaser shall further, prior to release or on the Closing Date, to the extent possible, release all relevant members substitution of the RÜTGERS Group from the Sellers’ Guarantees with effect as of the Closing Date, provided that Sellers shall notify Purchaser of the outstanding Sellers’ Guarantees and the amount of Additional Guarantees, as the aggregate (actual case may be, shall be borne by the Purchaser, and the Purchaser shall indemnify the Seller Group for any and all Losses arising from or contingent) liability of the RÜTGERS Group thereunder at least five Business Days before the Closing Date relating to such Guarantees and further provided that such release does not involve unreasonable costs and liabilities of Purchaser. To the extent that the relevant members of the RÜTGERS Group are not released from any Sellers’ Guarantees provided by them in order to secure any loans granted by banks or other financial institutions (as specifically set forth in Exhibit 7.4 (1) and other than those to be repaid in accordance with Section 7.2 (a)), Purchaser shall, on the Closing Date, provide an unconditional and irrevocable bank guarantee issued by a first class (AA rated) European or US bank of international standing and payable upon first demand, in the form attached hereto as Exhibit 7.4 (2) in an amount of the outstanding amount under any such loans as of the Closing Date as notified to Purchaser by Sellers at the latest five Business Days prior to the Closing Date (which amount shall in no event be higher than as set forth in Exhibit 7.4 (1)). For the avoidance of doubt, any recourse claims of the RÜTGERS Group against any entity of the Bakelite Group in connection with any Sellers’ Guarantees shall not be affected by this AgreementAdditional Guarantees.”