Common use of Release of Loan Guarantors Clause in Contracts

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the case of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Subsidiary 197 Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Agent. [Signature pages followintentionally omitted]

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) contrary, a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (i) upon the consummation of any transaction permitted hereunder if as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the case of each of clauses (A), (B), (C) and (D), thereof such Subsidiary Guarantor shall cease to be automatically released a Subsidiary (or becomes an Excluded Subsidiary, provided, however, that the release of any Subsidiary Guarantor from its obligations hereunder under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type, (1) no Default or Event of Default shall have occurred and its be outstanding, (2) after giving pro forma effect to such release and the consummation of the transaction or event that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time, (3) the “primary purpose” in becoming an Excluded Subsidiary of such type shall not be to release the Loan Guaranty shall be automatically released upon notification thereof from and (4) a Responsible Officer of the U.S. Borrower Agent certifies to the AgentAdministrative Agent compliance with preceding clauses (1), (2) and (3)); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Second Lien Notes, Indebtedness permitted under Section 6.01(k) or (w)or any Refinancing Indebtedness in respect of any of the foregoing if permitted hereunder or (ii) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall promptly execute and deliver to any Subsidiary 197 Loan Guarantor, at such Subsidiary Loan Guarantor’s expense, all documents that such Subsidiary Loan Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 10.13 shall be without recourse to or warranty by the Administrative Agent (other than to the Administrative Agent. [Signature pages followintentionally omitted]’s authority to deliver such documents).

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, 6.07 or (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and or a Business Securitization Subsidiary in connection with a Business Securitization Facility otherwise permitted hereunder, in each case if such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary Business Securitization Facility, as a result of a transaction permitted by this Agreementapplicable, then in the case of each of clauses (A), (B), (C) and (DC), such Subsidiary Guarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Subsidiary 197 Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Agent. 175 EXHIBIT B [Signature pages followintentionally omittedFORM OF FIRST LIEN INTERCREDITOR AGREEMENT] EXHIBIT B FORM OF FIRST-LIEN INTERCREDITOR AGREEMENT among ARAMARK CORPORATION, the other Grantors party hereto, JPMORGAN CHASE BANK, N.A., as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties JPMORGAN CHASE BANK, N.A., as Authorized Representative for the Credit Agreement Secured Parties, [ ] as the Additional First-Lien Collateral Agent [ ] as the Initial Additional Authorized Representative, and each additional Authorized Representative from time to time party hereto dated as of [ ], 20[ ] FIRST-LIEN INTERCREDITOR AGREEMENT, dated as of [ ], 20[ ] (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”), among ARAMARK Corporation, a Delaware corporation (the “Company”), the other Grantors (as defined below) from time to time party hereto, JPMORGAN CHASE BANK, N.A. (“JPMCB”), as collateral agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), JPMCB, as Authorized Representative for the Credit Agreement Secured Parties (as each such term is defined below), [ ], as collateral agent for the Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Additional First-Lien Collateral Agent”), [ ], as Authorized Representative for the Initial Additional First-Lien Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Initial Additional Authorized Representative”) and each additional Authorized Representative from time to time party hereto for the other Additional First-Lien Secured Parties of the Series (as defined below) with respect to which it is acting in such capacity. In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Collateral Agent, the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Additional Authorized Representative (for itself and on behalf of the Initial Additional First-Lien Secured Parties) and each additional Authorized Representative (for itself and on behalf of the Additional First-Lien Secured Parties of the applicable Series) agree as follows:

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) contrary, a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of transactions permitted hereunder if as a result of which thereof such Subsidiary Guarantor ceases shall cease to be a Domestic Subsidiary (or becomes an Excluded Subsidiary); provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the U.S. First Lien Facility or any Refinancing Indebtedness in respect of the foregoing; provided, further that that no such release shall occur if such Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary” unless at the time such guarantor is to become an Excluded Subsidiary, after giving pro forma effect to such release and consummation of the transaction that would cause such guarantor to become an Excluded Subsidiary, such release shall constitute a new Investment by the Borrower in such Person therein at the date of such release in an amount equal to the portion of the fair market value of the net assets of such Excluded Subsidiary attributable to the Borrower’s or any Subsidiary’s equity interest therein as reasonably estimated by the Borrower in good faith (and such release shall only be permitted to the extent such Investment is permitted under Section 6.06), or (iib) so long as no Event upon the occurrence of Default has occurred and is continuing the Termination Date; provided further that, to the extent any Subsidiary became a Subsidiary Guarantor in order to consummate a merger, consolidation or amalgamation permitted under clause (y) (A) if a Loan Guarantor is or becomes an Immaterial Subsidiaryof the proviso to Section 6.07(a)(ii), and any such release would not result in any Immaterial Subsidiary being required under clause (a) hereof shall constitute an Investment as if such merger, consolidation or amalgamation had been consummated pursuant to clause (y) of the proviso to Section 5.11(e6.07(a)(ii)(y) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the case of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any such release, the Administrative Agent shall promptly execute and deliver to any Subsidiary 197 Loan Guarantor, at such Subsidiary Loan Guarantor’s expense, all documents that such Subsidiary Loan Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents). 155 [Signature pages followintentionally omitted]Pages Follow] 156

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the case of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Subsidiary 197 Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Agent. [Signature pages followintentionally omittedfollow]

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), or (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the case of each of clauses (A), (B), (C) and (DB), such Subsidiary Guarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Subsidiary 197 Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Agent. EXHIBIT C Exhibit B - Form of Assignment and Assumption See attached. [Signature pages followintentionally omitted]FORM OF] ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) contrary, a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of transactions permitted hereunder if as a result of which thereof such Subsidiary Guarantor ceases shall cease to be a Domestic Subsidiary (or becomes an Excluded Subsidiary); provided that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the U.S. Second Lien Facility or any Refinancing Indebtedness in respect of the foregoing; provided, further that that no such release shall occur if such Subsidiary Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of “Excluded Subsidiary” unless at the time such guarantor is to become an Excluded Subsidiary, after giving pro forma effect to such release and consummation of the transaction that would cause such guarantor to become an Excluded Subsidiary, such release shall constitute a new Investment by the Borrower in such Person therein at the date of such release in an amount equal to the portion of the fair market value of the net assets of such Excluded Subsidiary attributable to the Borrower’s or any Subsidiary’s equity interest therein as reasonably estimated by the Borrower in good faith (and such release shall only be permitted to the extent such Investment is permitted under Section 6.06), or (iib) so long as no Event upon the occurrence of Default has occurred and is continuing the Termination Date; provided further that, to the extent any Subsidiary became a Subsidiary Guarantor in order to consummate a merger, consolidation or amalgamation permitted under clause (y) (A) if a Loan Guarantor is or becomes an Immaterial Subsidiaryof the proviso to Section 6.07(a)(ii), and any such release would not result in any Immaterial Subsidiary being required under clause (a) hereof shall constitute an Investment as if such merger, consolidation or amalgamation had been consummated pursuant to clause (y) of the proviso to Section 5.11(e6.07(a)(ii)(y) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the case of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any such release, the Administrative Agent shall promptly execute and deliver to any Subsidiary 197 Loan Guarantor, at such Subsidiary Loan Guarantor’s expense, all documents that such Subsidiary Loan Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents). [Signature pages followintentionally omittedRemainder of page intentionally left blank]

Release of Loan Guarantors. Notwithstanding anything in Section inSection 9.02(b) to the contrary (i) a Subsidiary Guarantor shall automatically be released from its obligations itsobligations hereunder and its Loan Guaranty shall be automatically released upon the consummation of any ofany transaction permitted hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic aDomestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing iscontinuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section withSection 6.07, (CB) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables aReceivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages orengages in no activities other than such assets or activities which are the subject of such Receivables Facility ReceivablesFacility or (DC) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted transactionpermitted by this Agreement, then in the case of each of clauses (A), (B), (C) and (DC), such Subsidiary Guarantor SubsidiaryGuarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically beautomatically released upon notification thereof from the U.S. Borrower to the Agent. In connection with any such anysuch release, the Agent shall execute and deliver to any Subsidiary 197 Guarantor, at such Subsidiary GuarantorSubsidiaryGuarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such evidencesuch termination or release. Any execution and delivery of documents pursuant to the preceding sentence precedingsentence of this Section 10.12 shall be without recourse to or warranty by the Agent.[Signature pages followSIGNATURE PAGES INTENTIONALLY OMITTED]-136- Exhibit B Form of Borrowing Request [See attached.] EXHIBIT E [FORM OF] BORROWING REQUEST XXXXXXX XXXXX LENDING PARTNERS LLC as Agent for the Lenders referred to below, [ ] [ ] Attention: [ ] [Date]1 Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of June 30, 2017 (as may be amended, supplemented or otherwise modified from time to time) among CLEAN HARBORS, INC., a Massachusetts corporation (the “Borrower”), each Subsidiary of the Borrower that, from time to time, becomes a party thereto, the Lenders from time to time party thereto, and XXXXXXX XXXXX LENDING PARTNERS LLC, as administrative agent for the Lenders and collateral agent for the Secured Parties thereunder (in such capacities, together with its successors and assigns in such capacities, the “Agent”) and the other parties thereto from time to time. [Signature pages followintentionally omitted]The undersigned hereby gives you notice pursuant to Section 2.02 of the Credit Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets forth below the terms on which such Borrowing is requested to be made: (A) Date of Borrowing (which shall be a Business Day) ______________________ (B) Aggregate Principal Amount of Borrowing ______________________ (C) Class of Borrowing2 ______________________ (D) Type of Borrowing3 ______________________ (E) Interest Period and the last day thereof4 ______________________ 1 Must be provided in writing by the applicable deadline set forth in Section 2.02(a) of the Credit Agreement. 2 Specify under which Term Facility the Borrowing will be made. 3 Specify whether any portion of the proposed Borrowing will be of Term SOFR Loans. 4 The initial Interest Period applicable to any Borrowings that are Term SOFR Loans shall be subject to the definition of “Interest Period”.

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b(a) to the contrary (i) a Subsidiary A Loan Guarantor shall automatically be released from its obligations hereunder and its under the Loan Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted Subsidiary; provided that, if so required by this Agreement, then in the case Required Lenders shall have consented to such transaction and the terms of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor consent shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agentnot have provided otherwise. In connection with any such releasetermination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Subsidiary 197 GuarantorLoan Party, at such Subsidiary GuarantorLoan Party’s expense, all documents that such Subsidiary Guarantor Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. [Signature pages followintentionally omitted](b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Company, release any Loan Guarantor from its obligations under the Loan Guaranty if (i) such Loan Guarantor is no longer a Material Subsidiary or is otherwise not required pursuant to the terms of this Agreement to provide a Loan Guaranty or (ii) such release is approved, authorized or ratified by the requisite Lenders pursuant to Section 9.02. (c) At such time as (i) the principal and interest on the Loans, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Banking Services Obligations, Swap Agreement Obligations and Unliquidated Obligations, in each case, not then due and payable) shall have been paid in full in cash, (ii) the Commitments shall have been terminated, and (iii) no Letters of Credit shall be outstanding (or any outstanding Letters of Credit shall have been cash collateralized or backstopped pursuant to arrangements reasonably satisfactory to the Administrative Agent and the applicable Issuing Bank) (the conditions set forth in the preceding clauses (i), (ii) and (iii), collectively, the “Final Release Conditions”), the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Loan Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. 153

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b(a) to the contrary (i) a A Subsidiary Guarantor shall automatically be released from its obligations hereunder and its under the Loan Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary of the U.S. Borrower and (ii) Subsidiary; provided that, if so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), (B) a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement, then in the case Required Lenders shall have consented to such transaction and the terms of each of clauses (A), (B), (C) and (D), such Subsidiary Guarantor consent shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Agentnot have provided otherwise. In connection with any such releasetermination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Subsidiary 197 GuarantorLoan Party, at such Subsidiary GuarantorLoan Party’s expense, all documents that such Subsidiary Guarantor Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary. [Signature pages followintentionally omittedReserved]. (c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Secured Obligations (other than Swap Agreement Obligations, Banking Services Obligations, and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, all Unliquidated Obligations shall have been cash collateralized in a manner satisfactory to each affected Lender, all of the Revolving Commitments shall have been terminated and no Letters of Credit shall be outstanding, the Loan Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person. SECTION 10.09

Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically released upon the consummation of any transaction permitted hereunder as a result of which such Subsidiary Guarantor ceases to be a Domestic Subsidiary subsidiary of the U.S. Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to all such additions and releases), or (B) if a Restricted Subsidiary is designated as an Unrestricted Subsidiary in accordance with Section 6.07, (C) a Restricted Subsidiary is designated as a Receivables Subsidiary in connection with a Receivables Facility otherwise permitted hereunder and such Restricted Subsidiary owns no assets or engages in no activities other than such assets or activities which are the subject of such Receivables Facility or (D) a Loan Guarantor ceases to be a Wholly-Owned Subsidiary as a result of a transaction permitted by this Agreement6.04(c), then in the case of each of clauses (A), (B), (C) and (DB), such Subsidiary Guarantor shall be automatically released from its obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the U.S. Borrower to the Administrative Agent. In connection with any such release, the Agent Agents shall execute and deliver to any Subsidiary 197 Guarantor, at such Subsidiary Guarantor’s expense, all documents that such Subsidiary Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 10.12 shall be without recourse to or warranty by the AgentAgents. 125 IN WITHNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. PETCO ANIMAL SUPPLIES, INC., by /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer [Signature pages followintentionally omitted]Page to PETCO Term Loan Credit Agreement] PETCO ANIMAL SUPPLIES STORES, INC., INTERNATION PET SUPPLIES AND DISTRIBUTION, INC., PETCO SOUTHWEST, INC., PETCO PET INSURANCE CENTER, INC., by /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer E-PET SERVICES, LLC, by PETCO ANIMAL SUPPLIES STORES, INC. It: Sole Member /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer PETCO ASIA, LLC, by INTERNATAL PET SUPPLIES AND DISTRIBUTION, INC. Its: Sole Member /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title Executive Vice President & Chief Financial Officer 127 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, individually and as Administrative Agent and Collateral Agent, by: /s/ Xxxx X. Toronto Name: XXXX X. TORONTO Title: DIRECTOR by: /s/ Xxxxx Xxxxxx Name: XXXXX XXXXXX Title: ASSOCIATE 128 COMMITMENT SCHEDULE LENDER COMMITMENT Credit Suisse AG $ 1,225,000,000 Total $ 1,225,000,000