Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. The Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) in 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) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee).

Release of Guarantees. The Note 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, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger 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 or any other transaction, 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 Facilities (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 the Indirect Parent, (iii) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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 the Indirect Parent, (iv) concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 5 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Guarantee).

Release of Guarantees. The Note 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, (i) 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 an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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) to concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock 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 a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably requested in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Guarantee).

Release of Guarantees. The Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) in 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) the Issuer or an Issuer Restricted Subsidiary Subsidiary, such that after such transaction, such Guarantor would no longer constitute an Issuer Restricted Subsidiary, and, in each case, such sale, exchange, disposition or other transfer or transaction is made in compliance with all applicable provisions of this Indenture, if any, and such Person is not a guarantor of any First Lien Obligation (other than the Securities), (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, and such Person is not a guarantor of any First Lien Obligation (other than the Securities), (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if such Guarantor is (or immediately after being released from its Guarantee of the Issuer exercises the legal defeasance option Securities will be) released from its Guarantee of all First Lien Obligations except any such release by or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 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 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 GuaranteeGuarantee and such Guarantor is not a guarantor under any First Lien Obligation (other than the Securities)) or (g) upon the occurrence of a Collateral Release Ratings Event.

Release of Guarantees. The Note 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, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger 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 or any other transaction, 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 Facilities (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 the Indirect Parent, (iii) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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 the Indirect Parent, (iv) concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon five days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate discharge and termination in respect of the applicable Guarantee. Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee)1304. [Reserved].

Release of Guarantees. The Note Guarantee In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor 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 is an Issuer Restricted (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 and unconditionally released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (ai) in 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 transactionrelease no Default or Event of Default shall have occurred and be continuing, (ii) no amount is 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 Issuer or an Issuer Restricted Subsidiary in foregoing effect and setting forth the information reasonably required to establish compliance with all applicable provisions of this Indenture, if any, the foregoing requirements and (biv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with any sale of all such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the Capital Stock outstanding Notes compared to the magnitude of such 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 Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions counterpart of this IndentureAgreement and return it to the Company, if anywhereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is a Guarantor hereby accepted and agreed to as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or date thereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd., as Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Assistant Vice President GLOBE LIFE AND ACCIDENT INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (fas Investment Advisor) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred By: Prudential Private Placement Investors, Inc. (and any permitted refinancing Debt thereofas its General Partner) has been repaid or discharged By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA By: Prudential Private Placement Investors, L.P. (provided thatas Investment Advisor) By: Prudential Private Placement Investors, after giving effect to such releaseInc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President MTL INSURANCE COMPANY By: Prudential Private Placement Investors, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee).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 THE INDEPENDENT ORDER OF FORESTERS 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 ZURICH AMERICAN INSURANCE COMPANY 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 THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President PAR U HARTFORD LIFE INSURANCE COMFORT TRUST 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 THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 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 XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK 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 FARMERS INSURANCE EXCHANGE 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 MID CENTURY INSURANCE COMPANY 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 INFORMATION SCHEDULE

Release of Guarantees. The Note Guarantee In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor 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 is an Issuer Restricted (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 and unconditionally released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (ai) in 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 transactionrelease no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the Issuer or an Issuer Restricted Subsidiary in foregoing effect and setting forth the information reasonably required to establish compliance with all applicable provisions of this Indenture, if any, the foregoing requirements and (biv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with any sale of all such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the Capital Stock outstanding Notes compared to the magnitude of such 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 Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions counterpart of this IndentureAgreement and return it to the Company, if anywhereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that IDEXX LABORATORIES, INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chairman, President and Chief Executive Officer This Agreement is a Guarantor hereby accepted and agreed to as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any of the Existing Notes and is not otherwise required to Guarantee date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx 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, its Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director DEFINED TERMS As used herein, the Securities under this Indenture following terms have the respective meanings set forth below or set forth in accordance with the Section 1201 or (f) if hereof following such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee).term:

Release of Guarantees. The Note Guarantee In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor 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 is an Issuer Restricted (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 and unconditionally released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (ai) in 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 transactionrelease no Default or Event of Default shall have occurred and be continuing, (ii) no amount is 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 Issuer or an Issuer Restricted Subsidiary in foregoing effect and setting forth the information reasonably required to establish compliance with all applicable provisions of this Indenture, if any, the foregoing requirements and (biv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with any sale of all such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the Capital Stock outstanding Notes compared to the magnitude of such 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 Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions counterpart of this IndentureAgreement and return it to the Company, if anywhereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is a Guarantor hereby accepted and agreed to as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any of the Existing date thereof. METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY USA By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director METLIFE INSURANCE K.K. by MetLife Investment Management, LLC, Its Investment Manager AXIS REINSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager SYMETRA LIFE INSURANCE COMPANY by White Mountains Advisors, LLC, as Investment Manager by MetLife Investment Management, LLC, Its Sub-Investment Manager UNION FIDELITY LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Adviser By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director INFORMATION SCHEDULE Authorized Officers for MetLife C. Xxxxx Xxxxxx, Managing Director Xxxx X. Xxxxx, Managing Director Xxxxxxxx Xxxxxxx, Director Authorized Officers for the Company Xxxxxxxx X. Xxxxx, President and Chief Executive Officer Xxxxx X. XxXxxx, Executive Vice President and Chief Financial Officer Xxxxxxxx X. Xxxx, Assistant Treasurer SCHEDULE A INFORMATION RELATING TO SERIES A PURCHASERS AND SERIES B PURCHASERS Name and Address of Purchaser Note Registration Number and PrincipalAmount of Notes and is not otherwise required to Guarantee be Purchased METROPOLITAN LIFE INSURANCE COMPANY RA-1; $3,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 (Securities to be registered in the Securities under this Indenture in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release name of such Note GuaranteeMetropolitan Life Insurance Company).

Release of Guarantees. The Note Guarantee With respect to the Notes, the provisions of this Article VII shall replace and preempt the provisions of Section 11.03(b) of the Base Indenture in their entirety. If no Default or Event of Default has occurred and is continuing, a Security Guarantor that is an Issuer Restricted Subsidiary shall be automatically released and unconditionally released relieved of its obligations under its Security Guarantee: (ai) in connection with any sale or other disposition of all or substantially all of the properties or assets of, or all of that the Company’s direct or indirect limited partnership, limited liability company or other equity interests in, such Security 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 in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of all Affiliate of the Capital Stock Company; (ii) upon the merger of a such Security Guarantor that is an Issuer Restricted Subsidiary to a Person that is not into the Company or any other Security Guarantor or the liquidation or dissolution of such Security Guarantor; (either before iii) upon Legal Defeasance or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option Covenant Defeasance in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any VIII of the Existing Base Indenture or upon satisfaction and discharge of the Indenture under Section 9.01 of the Base Indenture; or (iv) upon delivery of written notice to the Trustee of the release of all guarantees or other obligations of such Security Guarantor under the Credit Agreement or any future Credit Facility or other indebtedness for borrowed money that had so required such Security Guarantor to provide a guarantee of the Notes and is such that the Subsidiary would not otherwise be required to be a Security Guarantor under Section 5.03 of this First Supplemental Indenture. If, at any time following any release of a Security Guarantor from its initial Guarantee of the Securities Notes pursuant to clause (iv) in the preceding sentence, the Security Guarantor again incurs obligations under the Credit Agreement or any future Credit Facility or other indebtedness for borrowed money such that the Subsidiary would be required to be a Security Guarantor under Section 5.03 of this Indenture First Supplemental Indenture, then the Company shall cause such Security Guarantor to again guarantee the Notes in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee)Indenture.

Release of Guarantees. The Note Notwithstanding anything to the contrary, in this Article 9, the Guarantee of a Guarantor that is an Issuer Restricted Subsidiary shall will be automatically released, and unconditionally such Guarantor’s obligations under such Guarantee will be automatically released (a) and discharged, and, in connection with each case, be of no future force and effect, upon the occurrence of any sale or other disposition of all or substantially all of the assets of that Guarantor following events: (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transactionA) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of all of Company’s obligations under the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option Indenture are discharged in accordance with Article Eleven, the terms of the Indenture; (eB) if the merger or consolidation of such Guarantor is not a guarantor under into the Company; (C) all remaining obligations to make payments or deliver other Exchange Consideration with respect all Notes are discharged in full after the same has become due; (D) such Guarantor no longer guarantees any Covered Debt Securities; or (E) no Covered Debt Securities are outstanding; provided, however, that preceding clauses (D) and (E) will apply only to the Guarantees of the Existing Notes Subsidiary Guarantors, and is the Parent Guarantor’s Guarantee will not otherwise be automatically released pursuant to such clauses. For the avoidance of doubt, the preceding paragraph will not limit the operation of Section 5.09. Accordingly, if a Parent Guarantor Business Combination Event, a Subsidiary Guarantor Business Combination Event or any other merger or consolidation involving a Guarantor constitutes a Common Stock Change Event whose Reference Property includes any securities of any Person (whether such Guarantor or another Person), then such Person will be required to Guarantee the Securities under this Indenture execute a supplemental indenture in accordance with the final paragraph of Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee5.09(A).

Release of Guarantees. The Note A Guarantee of by a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released and discharged, and no further action by such BmYjYflgj* l`] Dkkm]j gj l`] Ojmkl]] ak j]imaj]\ ^gj l`] j]d]Yk] g^ km[` BmYjYflgjzk BmYjYfl]]* upon: (a) in connection other than with respect to Guarantees of Holdings and BKFS Holdings, any sale sale, exchange or other disposition transfer (by merger, consolidation or otherwise) of (i) the Capital Stock of such Guarantor, after which such Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially all of the assets of that such Guarantor (including by way of merger to any Person other than Holdings or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary Subsidiary, and otherwise in compliance with all the applicable provisions of this Indenture, if any, ; (b) in connection other than with respect to Guarantees of Holdings and BKFS Holdings, the release or discharge from its obligations under its guarantees of payment of any sale Indebtedness of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions 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, and if -90- any such Indebtedness of this Indenturesuch Guarantor under the Amended and Restated Credit Facilities is so reinstated, if any, such Guarantee shall also be reinstated); (c) if other than with respect to Guarantees of Holdings and BKFS Holdings, the Issuer properly designates designation of any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, in compliance with the applicable provisions of this Indenture; or (xd) if the Issuer exercises the legal defeasance exercising its Legal Defeasance option or covenant defeasance Covenant Defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any of the Existing Notes and is not otherwise required to Guarantee the Securities under this Indenture VIII gj l`] Dkkm]jzk gZda_Ylagfk mf\]x x`ak Df\]flmj] Z]af_ discharged in accordance with Section 1201 or (f) if such Guarantee was originally Incurred Article XI. In the case of a release and discharge in accordance with the above, the Issuer shall deliver written notice to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release Trustee of such Note Guarantee).release and discharge, but failure to so notify the Trustee shall not constitute a Default or Event of Default. ARTICLE XI

Release of Guarantees. The Note A Guarantor (other than the Borrower) shall automatically be released from 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 Agreement 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. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is an Issuer Restricted Subsidiary shall be automatically and unconditionally released hereby irrevocably authorized by each Lender (a) in connection with without requirement of notice to or consent of any sale or other disposition of all or substantially all of the assets of that Guarantor (including Lender except as expressly required by way of merger or consolidationSection 9.02) to a Person that is take any action requested by Xxxxxxxx having the effect of releasing any 104 guarantee obligations to the extent not (either before prohibited by any Loan Document or after giving effect consented to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such 9.02. Notwithstanding anything to the 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 was originally Incurred to permit of such Guarantor to Incur Debt shall not otherwise permitted be terminated pursuant to Section 909 and the Debt any Loan Document, in each case, so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release long as it remains a guarantor of such Note Guarantee)Specified Borrower Indebtedness. In connection with any termination or release pursuant to this Section 9.19, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably 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 demonstrate compliance with this Agreement.

Release of Guarantees. The Note Guarantee Guarantees of a Guarantor that is an Issuer Restricted Subsidiary the respective DOC Guarantors shall be automatically and unconditionally released released: (ai) in connection with any upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of the respective DOC Guarantor (other than to the Issuer or any Affiliate of the Issuer); (ii) upon the sale or disposition of all or substantially all the property of the assets of that respective DOC Guarantor (including by way other than to any Affiliate of merger the Issuer); or consolidation(iii) on the date and time at which none of the DOC OP Guarantor’s 4.300% Senior Notes due 2027, 3.950% Senior Notes due 2028, and 2.625% Senior Notes due 2031 remain outstanding. The Guarantee of the respective DOC Guarantor also shall be released with respect to a Person that is not (either before series of Securities to be issued as provided in the Board Resolution, supplemental indenture or after giving effect to Officer’s Certificate establishing such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted series pursuant to Section 909 3.01 of the Base Indenture. The Guarantee of the respective DOC Guarantor, with respect to a series of Securities, also will be released upon a satisfaction and discharge pursuant to Section 12.02 of the Debt so Incurred (Base Indenture or a defeasance pursuant to Section 12.03 of the Base Indenture, in each case with respect to such series of Securities. The Issuer will give written notice as promptly as practicable to the Trustee of the automatic release of any DOC Guarantee pursuant to this Section 16.04. At the Issuer’s request and expense, the Trustee will execute and deliver any documents, instructions or instruments evidencing any such release upon receipt of an Officer’s Certificate and an Opinion of Counsel stating that such documents, instructions or instruments are permitted refinancing Debt thereof) has been repaid or discharged (provided thatauthorized by the Indenture. Each Guarantor hereby agrees that its Guarantee set forth in Section 16.01 will remain in full force and effect notwithstanding any failure to endorse on each Security of that series a notation of such Guarantee. If an officer whose signature is on this Indenture or on the applicable Guarantee no longer holds that office at the time the Trustee authenticates the Security of that series on which such Guarantee is endorsed, such Guarantee will be valid nevertheless. The delivery of any Security of a series issued with the benefit of Guarantees by the Trustee, after giving effect to such releasethe authentication thereof hereunder, such will constitute due delivery of the Guarantees set forth in this Indenture on behalf of each Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would (including, for the avoidance of doubt, all Securities which have been Incurred following previously issued, and authenticated by the release Trustee, and which remain Outstanding as of such Note GuaranteeMarch 1, 2024).

Release of Guarantees. The Note A Guarantee of by a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Guarantee and this Indenture shall be released and discharged upon: (a1) the sale, exchange or other transfer or disposition (including by way of merger, consolidation, arrangement or amalgamation) of Capital Interests in connection any Guarantor to any Person in compliance with the terms of this Indenture or the occurrence of any other transaction permissible under this Indenture, in each case, pursuant to which such Guarantor ceases to be a Subsidiary; (2) the sale or other disposition transfer of all or substantially all of the assets of that a Guarantor (including by way of merger merger, consolidation, arrangement or consolidationamalgamation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted a Subsidiary in compliance with all applicable provisions the terms of this Indenture, if any, ; (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction3) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions designation of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant 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 of all of its Guarantee obligations in respect of the Credit Facilities (or, if such release occurs substantially concurrently with the release of the Guarantee of such Guarantor or will occur as a result of the Guarantee of such Guarantor); or (5) the election of the Company to Xxxxxxx 000have its obligations satisfied and discharged with respect to any outstanding Notes in accordance with the terms of this Indenture, (x) if the Issuer exercises or exercise of the legal defeasance option or covenant defeasance option in accordance with Article Elevenby the Company, (e) if or the occurrence of a Covenant Suspension Event. At the request of the Company, the Company, such Guarantor is not and the Trustee (upon receipt by the Trustee of an Officer’s Certificate and an Opinion of Counsel pursuant to Section 10.5 hereof) will execute a guarantor under supplemental indenture or other document evidencing such release and discharge. 139 In addition, upon any such occurrence specified in this Section 11.3, the Trustee shall upon receipt of an Officer’s Certificate, at the Company’s expense, execute any documents reasonably requested by the Company in order to evidence such release, discharge and termination in respect of the Existing Notes 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 not otherwise required to Guarantee the Securities permitted under this Indenture (including, without limitation, in accordance connection with Section 1201 any disposition to Persons other than the Company or (f) if 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 Guarantee was originally Incurred to permit such Guarantor the extent authorized to Incur Debt not otherwise permitted pursuant do so by this Section 11.3 without any obligation or requirement to Section 909 notify or obtain consent from any Holder (and the Debt so Incurred (and Trustee shall not condition any permitted refinancing Debt thereof) has been repaid such actions on providing notice to, or discharged (provided thatobtaining consent from, after giving effect to such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note GuaranteeHolders).

Release of Guarantees. The Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) in 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) the Issuer or an Issuer Restricted Subsidiary Subsidiary, such that after such transaction, such Guarantor would no longer constitute an Issuer Restricted Subsidiary, and, in each case, such sale, exchange, disposition or other transfer or transaction is made in compliance with all applicable provisions of this Indenture, if any, and such Person is not a guarantor of any First Lien Obligation (other than the Securities), (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, and such Person is not a guarantor of any First Lien Obligation (other than the Securities), (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000Section 914, (xd) if such Guarantor is (or immediately after being released from its Guarantee of the Issuer exercises the legal defeasance option Securities will be) released from its Guarantee of all First Lien Obligations except any such release by or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 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 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 is not a guarantor under any First Lien Obligation (other than the Securities)) or (g) upon the occurrence of a Collateral Release Ratings Event. Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, will execute any documents reasonably required by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Guarantee). None of the Issuer, any Guarantor or the Trustee will be required to make a notation on the Securities to reflect any Guarantee or any such release, termination or discharge.

Release of Guarantees. The Note 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, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger 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 or any other transaction, 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 Facilities (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 the Indirect Parent, (iii) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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 the Indirect Parent, (iv) concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon five days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Guarantee).

Release of Guarantees. The Note Guarantee Guarantees of a Guarantor that is an Issuer Restricted Subsidiary the respective DOC Guarantors shall be automatically and unconditionally released released: (ai) in connection with any upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of the respective DOC Guarantor (other than to the Issuer or any Affiliate of the Issuer); (ii) upon the sale or disposition of all or substantially all the property of the assets of that respective DOC Guarantor (including by way other than to any Affiliate of merger the Issuer); or consolidation(iii) on the date and time at which none of the DOC OP Guarantor’s 4.300% Senior Notes due 2027, 3.950% Senior Notes due 2028, and 2.625% Senior Notes due 2031 remain outstanding. The Guarantee of the respective DOC Guarantor also shall be released with respect to a Person that is not (either before series of Securities to be issued as provided in the Board Resolution, supplemental indenture or after giving effect to Officer’s Certificate establishing such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted series pursuant to Section 909 301 of the Base Indenture. The Guarantee of the respective DOC Guarantor, with respect to a series of Securities, also will be released upon a satisfaction and discharge pursuant to Section 401 of the Debt so Incurred (Base Indenture or a satisfaction, discharge and defeasance pursuant to Section 403 of the Base Indenture, in each case with respect to such series of Securities. The Issuer will give written notice as promptly as practicable to the Trustee of the automatic release of any DOC Guarantee pursuant to this Section 1504. At the Issuer’s request and expense, the Trustee will execute and deliver any documents, instructions or instruments evidencing any such release upon receipt of an Officer’s Certificate and an Opinion of Counsel stating that such documents, instructions or instruments are permitted refinancing Debt thereof) has been repaid or discharged (provided thatauthorized by the Indenture. Each Guarantor hereby agrees that its Guarantee set forth in Section 1501 will remain in full force and effect notwithstanding any failure to endorse on each Security of that series a notation of such Guarantee. If an officer whose signature is on this Indenture or on the applicable Guarantee no longer holds that office at the time the Trustee authenticates the Security of that series on which such Guarantee is endorsed, such Guarantee will be valid nevertheless. The delivery of any Security of a series issued with the benefit of Guarantees by the Trustee, after giving effect to such releasethe authentication thereof hereunder, such will constitute due delivery of the Guarantees set forth in this Indenture on behalf of each Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would (including, for the avoidance of doubt, all Securities which have been Incurred following previously issued, and authenticated by the release Trustee, and which remain Outstanding as of such Note GuaranteeMarch 1, 2024).

Release of Guarantees. The Note 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, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger 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 an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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) to concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock Company under the Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Guarantee).

Release of Guarantees. The Note 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, (i) in the case of a Subsidiary Guarantor, concurrently with such Subsidiary Guarantor becoming an Unrestricted Subsidiary or concurrently with any direct or indirect sale or disposition (by merger 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), 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 an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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 a Person that is not Avis Budget Group, Inc., (either before iv) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (v) subject to Section 1302(b), (b) upon payment in connection with any sale full of all monetary obligations of the Capital Stock Company under this indenture and the Notes, whether for principal of a 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 that is an Issuer Restricted Subsidiary to a Person that is has not (either before or after giving effect to such transaction) guaranteed payment by the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions Company of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any Indebtedness of the Existing Notes Company under the Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and is not otherwise required to such Subsidiary Guarantee the Securities under this Indenture in accordance with Section 1201 shall thereupon terminate and be discharged and of no further force or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee)effect.”

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: (1) 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 Note 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 a no further force or effect and the Parent Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) in connection with any sale and discharged from all obligations under this Article Fourteen, and no further action by the Parent Guarantor or other disposition of all or substantially all the Company shall be required for the termination and release of the assets Parent Guarantee of that Guarantor such series of Securities: (including 1) upon the Company delivering to the Trustee an Officers’ Certificate, confirming ongoing compliance by way the Company 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 in compliance with all applicable provisions Section 7.04 of this Indenture, if any, ; (b2) in connection with upon any sale of all merger or consolidation of the Capital Stock Parent Guarantor with the Company; (3) upon the Company’s exercise of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance its Defeasance option or covenant defeasance Covenant Defeasance option with respect to an applicable series of Securities in accordance with Article Eleven, Thirteen; (e4) if such Guarantor is not a guarantor under any upon the discharge of the Existing Notes and is not otherwise required to Guarantee the Securities Company’s obligations under this Indenture with respect to an applicable series of Securities pursuant to Article Four; (5) upon payment in accordance with Section 1201 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 (f6) if such Guarantee was originally Incurred as specified in a supplemental indenture to permit such Guarantor this Indenture. At the written request of the Company, the Trustee shall execute and deliver any documents reasonably required in order to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Subsidiary Guarantee or the Parent Guarantee).

Release of Guarantees. The Note Guarantee Upon (i) the 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 a Guarantor that (whether or not a Default or an Event of Default has occurred and is an Issuer Restricted Subsidiary shall be automatically and unconditionally released continuing) (aprovided that, with respect to the Company Bank Lease Facility, any Guarantor who has use of leased property financed under the Company Bank Lease Facility may remain liable under the Company Bank Lease Facility) in connection with any or (ii) the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor (or substantially all of its assets) to a Person other than the Company or a Guarantor, which is otherwise in compliance with the 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 of the assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee; provided, however, that any such termination shall occur 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 that secure, Indebtedness of the Company (including other 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 transfer; provided, further, however, with respect to any such termination pursuant to clause (i) above, in the event that the Company Bank Credit Facilities or the Company Bank Lease Facility or any future refinancings thereof are subsequently guaranteed by way any Subsidiary of merger or consolidation) the Company, the Company shall cause such Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of unconditionally guarantee all of the Capital Stock of a Guarantor that Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture and execute and deliver such further documents as described in Section 3.3. This Section 4, as it relates to the Notes, is an Issuer Restricted Subsidiary intended to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any supersede Section 1403 of the Existing Notes and is not otherwise required to Guarantee the Securities under this Indenture in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee)Indenture.

Release of Guarantees. The Note Guarantee Purchasers shall use commercially reasonable efforts to obtain, at or prior to the Closing (or, 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) 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 business of the JV Entities or their subsidiaries (including, without limitation, lenders to the JV Entities or their subsidiaries) (collectively, as amended, the “Seller Guarantees”), in each case, to the extent 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 Seller Guarantees except to the extent 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 Guarantor that is an Issuer Restricted Subsidiary joint and several basis, shall be automatically indemnify, defend and unconditionally released 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) in connection with refund any sale or other disposition of all or substantially all portion of the assets of that Guarantor (including entrance fees paid 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 in compliance with all applicable provisions of this Indenture, if anyresident, (b) in connection with any sale of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary to a Person that is not make My Choice or XXXX refunds or repayments (either before or after giving effect to however designated on such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if anyFacility’s financial statements), (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant make available free or discounted resident services, care or health benefit days, or provide continuing life care services or benefits to Xxxxxxx 000such resident, (xd) if repurchase from such resident the Issuer exercises the legal defeasance option life estate real property interest of such resident in such resident’s unit at such Facility or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under pay any of the Existing Notes and is not otherwise required to Guarantee the Securities under this Indenture in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee)master trust liabilities.

Release of Guarantees. The Note 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, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger 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 or any other transaction, 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 Facilities (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 the Indirect Parent or the Company, (iii) upon the merger or consolidation of any Guarantor with and into the Issuer, the Company or another Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of such merger or consolidation, or upon the liquidation of such Guarantor following or contemporaneously with the transfer of all of its assets to the Issuer, the Company or another Guarantor; provided that the release of obligations described in this clause (iii) shall not apply to the Indirect Parent or the Company, (iv) concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Issuer’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Issuer will have the right, upon 5 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Guarantee).

Release of Guarantees. The Note Guarantee Notwithstanding anything in this Article Fifteen to the contrary, concurrently with the payment in full of the principal of, premium, if any, and interest on Securities of a series or upon Defeasance or Covenant Defeasance with respect to Securities of a series, every Guarantor that is an Issuer Restricted Subsidiary shall be automatically released from and unconditionally released relieved of its obligations under this Article Fifteen with respect to the Securities of such series. Upon the delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that the transaction giving rise to the release of this Guarantee was made by the Company in accordance with the provisions of this Indenture and the Securities, the Trustee (aat the expense of the Company) shall execute and deliver any documents reasonably required in connection with order to evidence the release of each Guarantor from its obligations under this Guarantee. If any sale or of the obligations to pay the principal of, premium, if any, and interest on such Securities and all other disposition obligations of all or substantially the Company are revived and reinstated after the termination of this Guarantee, then all of the assets obligations of that each Guarantor (including by way of merger under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the principal of, premium, if any, and 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. ARTICLE SIXTEEN IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, MANAGERS, DIRECTORS AND EMPLOYEES SECTION 1601 Exemption from Individual Liability. No recourse under or consolidation) to a Person that is not (either before upon any obligation, covenant or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions agreement of this Indenture, if anyor of any Security, (b) or for any claim based thereon or otherwise in connection with respect thereof, shall be had against any sale of all incorporator, stockholder, officer, manager, director or employee, as such, past, present or future, of the Capital Stock Company, any Subsidiary or any successor corporation, either directly or through the Company, whether by virtue of a Guarantor any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that this Indenture and the obligations issued hereunder are solely corporate obligations of the Company, and that no such personal liability whatever shall attach to, or is an Issuer Restricted or shall be incurred by, the incorporators, stockholders, officers, managers, directors, or employees, as such, of the Company, any Subsidiary to a Person that is not (either before or after giving effect to such transaction) any successor corporation, or any of them, because of the Issuer creation of the indebtedness hereby authorized, or an Issuer Restricted Subsidiary under or by reason of the obligations, covenants or agreements contained in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option Indenture or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any of the Existing Notes Securities or implied therefrom; and is not otherwise required to Guarantee that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any and all such rights and claims against, every such incorporator, stockholder, officer, manager, director or employee, as such, because of the creation of the indebtedness hereby authorized, or under or by reason of the obligations, covenants or agreements contained in this Indenture or in any of the Securities under or implied therefrom, are hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release issue of such Note Guarantee)Securities.

Release of Guarantees. The Note 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, (i) in the case of a Subsidiary Guarantor, concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any 107 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 or any other transaction, 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 Facilities (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 the Indirect Parent, (iii) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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 the Indirect Parent, (iv) concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon five days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably required in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Guarantee).

Release of Guarantees. The Note Guarantee Prior to the Closing, Seller and Purchaser shall cooperate and shall use their respective reasonable best efforts to, effective as of a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released the Closing, (a) terminate or cause to be terminated, or cause Purchaser or one of its Affiliates to be substituted in connection with all respects for Seller and any sale or of its Affiliates (other disposition than the Acquired Companies) (collectively, the “Released Parties”) in respect of all or substantially all Liabilities and obligations of the assets Released Parties under any guarantee of that Guarantor or relating to Liabilities or obligations (including by way under any Material Contract, Contract or letter of merger or consolidationcredit) to a Person that is not of the Acquired Companies including those listed in Section 5.14 of the Seller Disclosure Schedule (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture“Guarantees”), if any, and (b) in connection with any sale cause Purchaser or one of all of the Capital Stock of a Guarantor that is an Issuer Restricted Subsidiary its Affiliates to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred have surety bonds (and any permitted refinancing Debt thereofnecessary 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 Released Parties for the benefit of the Acquired Companies (the “Surety Bonds”). In the case of the failure to do so by the Closing, then, Seller and Purchaser shall continue to cooperate and use their respective reasonable best efforts as described in the preceding sentence, and Purchaser shall (i) obtain a letter of credit on behalf of Purchaser or one of its Affiliates, (ii) indemnify the Released Parties for any and all Liabilities or obligations (including any payments, reimbursements or expenses) arising from such Guarantees and Surety Bonds and (iii) not permit the Acquired Companies or their Affiliates to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any Material Contract, Contract or letter of credit or other liability or obligation for which any Released Party is or would reasonably be likely to be liable under such Guarantee or Surety Bond. To the extent that any Released Party has been repaid performance obligations under any such Guarantee or discharged Surety Bond, Purchaser shall use its reasonable best efforts to (provided that, after giving effect I) fully perform or cause to be fully performed such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following the release obligations on behalf of such Note Guarantee)Released 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 not such Released Party, had performed or were performing such obligations.

Release of Guarantees. The Note Guarantee With respect to the Notes, the provisions of this Article VII shall replace and preempt the provisions of Section 11.03(b) of the Base Indenture in their entirety. If no Default or Event of Default has occurred and is continuing, a Security Guarantor that is an Issuer Restricted Subsidiary shall be automatically released and unconditionally released relieved of its obligations under its Security Guarantee: (ai) in connection with any sale or other disposition of all or substantially all of the properties or assets of, or all of that the Company’s direct or indirect limited partnership, limited liability company or other equity interests in, such Security 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 in compliance with all applicable provisions of this Indenture, if any, (b) in connection with any sale of all Affiliate of the Capital Stock Company; (ii) upon the merger of a such Security Guarantor that is an Issuer Restricted Subsidiary to a Person that is not into the Company or any other Security Guarantor or the liquidation or dissolution of such Security Guarantor; (either before iii) upon Legal Defeasance or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option Covenant Defeasance in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any VIII of the Existing Base Indenture or upon satisfaction and discharge of the Indenture under Section 9.01 of the Base Indenture; or (iv) upon delivery of written notice to the Trustee of the release of all guarantees or other obligations of such Security Guarantor under the Credit Agreement or any future Credit Facility or other indebtedness for borrowed money that had so required such Security Guarantor to provide a guarantee of the Notes and is such that the Subsidiary would not otherwise be required to be a Security Guarantor under Section 5.03 of this Second Supplemental Indenture. If, at any time following any release of a Security Guarantor from its initial Guarantee of the Securities Notes pursuant to clause (iv) in the preceding sentence, the Security Guarantor again incurs obligations under the Credit Agreement or any future Credit Facility or other indebtedness for borrowed money such that the Subsidiary would be required to be a Security Guarantor under Section 5.03 of this Indenture Second Supplemental Indenture, then the Company shall cause such Security Guarantor to again guarantee the Notes in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee)Indenture.

Release of Guarantees. The Note Guarantee In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor 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 is an Issuer Restricted (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 and unconditionally released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (ai) in 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 transactionrelease no Default or Event of Default shall have occurred and be continuing, (ii) no amount is 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 Issuer or an Issuer Restricted Subsidiary in foregoing effect and setting forth the information reasonably required to establish compliance with all applicable provisions of this Indenture, if any, the foregoing requirements and (biv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with any sale of all such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the Capital Stock outstanding Notes compared to the magnitude of such 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 Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions counterpart of this IndentureAgreement and return it to the Company, if anywhereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is a Guarantor hereby accepted and agreed to as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any of the Existing date thereof. METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY USA By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director METLIFE INSURANCE K.K. by MetLife Investment Management, LLC, Its Investment Manager AXIS REINSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager SYMETRA LIFE INSURANCE COMPANY by White Mountains Advisors, LLC, as Investment Manager by MetLife Investment Management, LLC, Its Sub-Investment Manager UNION FIDELITY LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Adviser By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director INFORMATION SCHEDULE Authorized Officers for MetLife C. Xxxxx Xxxxxx, Managing Director Xxxx X. Xxxxx, Managing Director Xxxxxxxx Xxxxxxx, Director Authorized Officers for the Company Xxxxxxxx X. Xxxxx, President and Chief Executive Officer Xxxxx X. XxXxxx, Executive Vice President and Chief Financial Officer Xxxxxxxx X. Xxxx, Assistant Treasurer SCHEDULE A INFORMATION RELATING TO SERIES A PURCHASERS AND SERIES B PURCHASERS Name and Address of Purchaser Note Registration Number and Principal Amount of Notes and is not otherwise required to Guarantee be Purchased METROPOLITAN LIFE INSURANCE COMPANY RA-1; $3,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 (Securities to be registered in the Securities under this Indenture in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release name of such Note GuaranteeMetropolitan Life Insurance Company).

Release of Guarantees. The Note 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, (i) 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, the 8 3/4% Senior Notes and the Floating Rate Senior Notes (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 an Issuer Restricted Subsidiary shall be automatically and unconditionally released (a) the surviving Person in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of 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) to concurrently with a Person that is not Subsidiary Guarantor becoming an Unrestricted Subsidiary, (either before v) upon legal or after giving effect to such transaction) covenant defeasance of the Issuer Company’s obligations, or an Issuer Restricted Subsidiary in compliance with all applicable provisions satisfaction and discharge of this Indenture, if anyor (vi) subject to Section 1302(b), (b) upon payment in connection with any sale full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Capital Stock Company under the Senior Credit Facility, the 8 3/4% Senior Notes or the Floating Rate Senior Notes to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Guarantor that is an Issuer Restricted Subsidiary no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents reasonably requested in order to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if 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 accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to evidence such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following discharge and termination in respect of the release of such Note applicable Guarantee).

Release of Guarantees. The Note Guarantee of a Guarantor that is an Issuer Restricted Subsidiary shall be automatically and unconditionally released released, subject to the terms of this Indenture and the Notes Collateral Documents and upon notice to the Trustee, (a) in 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) the Issuer or an Issuer a Restricted Subsidiary Subsidiary, such that after such transaction, such Guarantor would no longer constitute a Restricted Subsidiary, and, in each case, such sale, exchange, disposition or other transfer or transaction is made in compliance with all applicable provisions of this Indenture, if any, and such Person does not guarantee the Existing Issuer Credit Facility or any Additional First Lien Debt (other than the Notes), (b) in connection with any sale of all of the Capital Stock Equity Interests of a Guarantor that is an Issuer a Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer a Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, and such Person does not guarantee the Existing Issuer Credit Facility or any Additional First Lien Debt (other than the Notes), (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if such Guarantor is (or immediately after being released from its Note Guarantee of the Notes will be) released from its Guarantee of the Existing Issuer Credit Facility and any Additional First Lien Debt except any such release by or as a result of payment or discharge of such Guarantee, (e) if the Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture, in each case, in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any of the Existing Notes Eleven and is not otherwise required to Guarantee the Securities under this Indenture in accordance with Section 1201 or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and upon the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release occurrence of such Note Guarantee)a Collateral Release Ratings Event.

Release of Guarantees. The Note Guarantee In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor 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 is an Issuer Restricted (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 and unconditionally released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (ai) in 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 transactionrelease no Default or Event of Default shall have occurred and be continuing, (ii) no amount is then due and payable under such Subsidiary Guaranty, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the Issuer or an Issuer Restricted Subsidiary in foregoing effect and setting forth the information reasonably required to establish compliance with all applicable provisions of this Indenture, if any, the foregoing requirements and (biv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with any sale of all such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the Capital Stock outstanding Notes compared to the magnitude of such 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 Guarantor that is an Issuer Restricted Subsidiary to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions counterpart of this IndentureAgreement and return it to the Company, if anywhereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is a Guarantor hereby accepted and agreed to as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any of the Existing Notes and is not otherwise required to Guarantee date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Director DEFINED TERMS As used herein, the Securities under this Indenture following terms have the respective meanings set forth below or set forth in accordance with the Section 1201 or (f) if hereof following such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (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 that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee).term:

Release of Guarantees. The Note Guarantee In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor 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 is an Issuer Restricted (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 and unconditionally released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (ai) in 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 transactionrelease no Default or Event of Default shall have occurred and be continuing, (ii) no amount is 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 Issuer or an Issuer Restricted Subsidiary in foregoing effect and setting forth the information reasonably required to establish compliance with all applicable provisions of this Indenture, if any, the foregoing requirements and (biv) to the extent that any fee is paid to lenders under the Material Credit Facility in connection with any sale of all such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the Capital Stock outstanding Notes compared to the magnitude of a Guarantor that such Material Credit Facility) is an Issuer Restricted Subsidiary paid ratably to a Person that is not (either before or after giving effect to such transaction) the Issuer or an Issuer Restricted Subsidiary in compliance with all applicable provisions of this Indenture, if any, (c) if the Issuer properly designates any Issuer Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Xxxxxxx 000, (x) if the Issuer exercises the legal defeasance option or covenant defeasance option in accordance with Article Eleven, (e) if such Guarantor is not a guarantor under any holders of the Existing Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and is not otherwise required execute such documents as the Company may reasonably request, at the Company’s sole expense, to Guarantee the Securities under this Indenture in accordance with Section 1201 evidence or (f) if such Guarantee was originally Incurred to permit such Guarantor to Incur Debt not otherwise permitted pursuant to Section 909 and the Debt so Incurred (and any permitted refinancing Debt thereof) has been repaid or discharged (provided that, after giving effect to confirm such release, such Guarantor does not have any outstanding Debt that would violate Section 909 if such outstanding Debt would have been Incurred following the release of such Note Guarantee).