Common use of Releases Clause in Contracts

Releases. 5.1 Upon the Effective Date of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon The Guarantee of a Guarantor will be released and discharged automatically and unconditionally: (a) upon the Effective Date sale, disposition, exchange or other transfer (including through merger, consolidation or otherwise) of the Capital Stock of the Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or all or substantially all of the assets of such Guarantor (other than to the Issuer or a Restricted Subsidiary) if such sale, disposition, exchange or other transfer is not prohibited by this Indenture, and the release is otherwise not prohibited by this Indenture; (b) upon the liquidation, winding up or dissolution of such Guarantor or the merger or consolidation of such Guarantor with and into the Issuer or another Guarantor in accordance with the applicable provisions of this Settlement Agreement, in consideration for the agreements Indenture; (c) following delivery at any time by the Parties Issuer to the Trustee of an Officer’s Certificate to the effect that the aggregate amount of Indebtedness for borrowed money, Finance Lease Obligations, purchase money obligations or debt obligations evidenced by bonds, notes, debentures or similar instruments or drawn letters of credit then outstanding of such Guarantor (other than any such Indebtedness owed to the Issuer or any Guarantor) does not exceed $250.0 million (excluding the Notes, and excluding any other good Indebtedness that will be released or discharged with respect to such Guarantor substantially concurrently with any release pursuant to this clause (c)); provided that such Guarantee will be reinstated if and valuable consideration, to the receipt extent required under Section 4.16 subsequent to such release; (d) upon Legal Defeasance or satisfaction and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member discharge of the Proposed Settlement ClassNotes as provided in Section 8.02 and Article 11; (e) upon the occurrence of a Covenant Suspension Event, on behalf provided that if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and all actions reasonably necessary to provide that the Notes shall have been unconditionally guaranteed by such Guarantor (if and to the extent such guarantee is required pursuant to Section 4.16) shall be taken within 90 days after such Reversion Date or as soon as reasonably practicable thereafter; (f) upon the occurrence of themselves, their heirs, executors, administrators, predecessors, successors and assigns any event after which such Guarantor is no longer a Restricted Subsidiary; (g) if the Issuer designates such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (h) as set forth in Article 9 or in accordance with the provisions of any Applicable Intercreditor Agreement then in effect with respect to the Notes. The Trustee shall hereby release, remise and forever discharge the Released Parties (not be required to execute any document or give any confirmation as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing to or otherwise prosecuting evidence any Released Claim against release or discharge of any Guarantee unless and until (1) requested in writing to do so by the Issuer and (2) the Issuer delivers an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to the release and discharge of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members Guarantee have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementsatisfied. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon The Note Guarantee of a Guarantor and the Effective Date Security Interests granted by a Guarantor (and the Security Interests granted by the Company in respect of its ownership interests in a Guarantor) for the benefit of the Holders will be automatically and unconditionally released upon: (1) any sale, exchange, disposition or transfer (by merger, consolidation or otherwise) made in compliance with the applicable provisions of this Settlement AgreementIndenture (including Section 4.12) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company of: (A) all or substantially all of the Capital Stock of such Guarantor (and such Guarantor ceases to be a subsidiary of the Company as a result of such sale, exchange, disposition or transfer); or (B) all or substantially all of the assets of such Guarantor; (2) designation of any Guarantor as an Unrestricted Subsidiary in consideration accordance with Section 4.39; (3) exercise of Legal Defeasance or Covenant Defeasance, if any, pursuant to Article 8 or upon payment in full in cash of the applicable Notes and discharge of all other related Senior Debt Obligations that are outstanding, due and payable at the time the Notes are paid in full in cash and discharged; (4) subject to the provisions described in Section 5.01, the merger or consolidation 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 or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (5) the Note Guarantees or Security Interests granted by the Company or any Guarantors being released and discharged pursuant to the CSAA, as described in the CSAA; or (6) if otherwise permitted or required under the terms of this Indenture; and (b) The Company delivering to the Trustee an Officer’s Certificate stating that all conditions precedent provided in this Indenture and the CSAA for the agreements release of such Guarantor from its Note Guarantee or such Security Interests have been complied with. If the requirements of clauses (a) and (b) above have been met, then upon request by the Parties and other good and valuable considerationCompany, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member Trustee will (if required) execute an instrument evidencing the release of the Proposed Settlement ClassNote Guarantee of such Guarantor and/or Security Interests. Additionally, the Trustee will agree to release or assign the Note Guarantees held or made for the benefit of Holders on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of date all outstanding amounts under the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members Notes have been approvedredeemed, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant subject to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated reinstatement in the Settlementevent any such payments are required to be returned. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) At such time as (i) the Effective Date Loans, the Reimbursement Obligations and all other Obligations (other than contingent surviving indemnity obligations in respect of this Settlement Agreementwhich no claim or demand has been made, Borrower Hedge Agreement Obligations and Borrower Cash Management Arrangement Obligations) have been paid in consideration for full and all commitments to extend credit under the agreements Loan Documents have terminated, and (ii) except as otherwise agreed by the Parties affected Qualified Counterparties, the net termination liability under or in respect of, and other good amounts due and valuable considerationpayable under, Specified Hedge Agreements at such time shall have been (A) paid in full, (B) secured by the most senior liens upon the most extensive collateral securing any secured Indebtedness of each Grantor which provided a source of funding for repayment of any portion of the Loans outstanding at the time the Loans were paid in full, equally and ratably with such Indebtedness (whether or not other obligations are also secured equally and ratably with such liens or by junior liens upon such collateral), if (1) the agreement governing such Indebtedness provides the affected Qualified Counterparties with equivalent rights to those set forth in this Agreement as to the release or subordination of such senior liens and (2) the affected Qualified Counterparties are reasonably satisfied that the ▇▇▇▇▇’▇ and S&P debt ratings applicable to such Indebtedness are not lower than the debt ratings then most recently applicable to the Facilities, or (C) secured by any other collateral arrangement satisfactory to the Qualified Counterparty in its reasonable discretion, the receipt Collateral shall immediately and sufficiency automatically be released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of which is hereby acknowledgedthe Administrative Agent and each Grantor hereunder shall terminate, all Named Plaintiffs and each and every member without delivery of the Proposed Settlement Class, on behalf any instrument or performance of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above)any act by any party, and all rights to the Collateral shall forever be barred revert to the Grantors. At the request and enjoined from initiatingsole expense of any Grantor following any such termination, continuing, filing or otherwise prosecuting the Administrative Agent shall deliver to such Grantor any Released Claim against Collateral held by the Administrative Agent hereunder and execute and deliver to such Grantor such documents (in form and substance reasonably satisfactory to such Grantor and the Administrative Agent) as such Grantor may reasonably request to evidence such termination. (b) If any of the Released Parties Collateral is sold, transferred or otherwise disposed of by any Grantor in a transaction permitted by the Credit Agreement, then the Lien created pursuant to this Agreement in such Collateral shall be immediately and their counselautomatically released, whether and the Administrative Agent, at the request and sole expense of such Grantor, shall execute and deliver to such Grantor all releases or other documents reasonably necessary or desirable to evidence the release of such Collateral (not including Proceeds thereof) from the claims security interests created hereby. At the request and sole expense of the Proposed Settlement Class Members Borrower, a Subsidiary Guarantor shall be released from its obligations hereunder in the event that all the Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Borrower shall have been approveddelivered to the Administrative Agent, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out at least five Business Days prior to the date of the Settlement pursuant to Paragraph 10.28 belowproposed release, this Release shall apply whether a written request for release identifying the relevant Subsidiary Guarantor and the terms of the sale or not such individual has executed other disposition in reasonable detail, including the price thereof and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with the true facts involved, or with regard to any facts which are now unknown to themCredit Agreement and the other Loan Documents. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined abovea) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any The Note Guarantee and all rights they may have, other obligations under this Indenture of a Guarantor will terminate and they hereby assume the risk of any mistake in fact be released: (a) in connection with a sale or other disposition (including by way of consolidation or merger or otherwise) of the true facts involvedGuarantor or the sale or other disposition of all or substantially all the assets of the Guarantor (other than to the Issuers or their Subsidiaries) in connection with a transaction or circumstance that does not violate this Indenture; (b) upon a disposition of the majority of the Capital Stock of the Guarantor to a third Person in connection with a transaction or circumstance that does not violate this Indenture, after which the Guarantor is no longer a Subsidiary; or (c) upon a liquidation or dissolution of the Guarantor so long as no Default occurs as a result thereof, if its assets are distributed to the Issuers or another Guarantor; or (d) upon Legal Defeasance or Covenant Defeasance pursuant to Article VIII hereof or upon satisfaction and discharge of this Indenture pursuant to Article XI hereof. (b) Upon delivery by the Issuers to the Trustee of an Officer’s Certificate of the Main Issuer to the effect that such sale or other disposition was made in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, or with regard such Note Guarantee is to be released pursuant to the provisions of Section 10.04(a) and the documents required by Section 13.02 hereof, the Trustee shall execute any facts which are now unknown documents reasonably requested by the Main Issuer in order to them. 5.3 The Parties evidence the release of any Guarantor from all of its obligations under its Note Guarantee and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange this Indenture. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the Released Claims. 5.4 Nothing in full amount of principal of and interest on the Notes and for the other Obligations it has guaranteed pursuant to this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).Article X.

Releases. 5.1 Upon The Note Guarantee of a Guarantor other than the Effective Date of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), Parent shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact : (a) in connection with any sale or other disposition of all or substantially all of the true facts involvedproperties or assets of that Guarantor (including by way of merger, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary of the Parent, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary of the Parent, if the sale or other disposition does not violate Section 4.10 hereof and such Guarantor ceases to be a Restricted Subsidiary of the Parent as a result of the sale or other disposition; (c) upon designation of such Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (d) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (e) at such time as such Guarantor ceases to borrow under the Credit Agreement or Guarantee any indebtedness incurred thereunder or any other Indebtedness (other than the Notes) of either of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount; or (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist. In addition, the Note Guarantee of any Guarantor will be released upon Legal Defeasance or Covenant Defeasance in accordance with regard to any facts which are now unknown to them. 5.3 The Parties Article 8 hereof or satisfaction and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration discharge of this Indenture in exchange accordance with Article 11 hereof. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) TLLP or a Restricted Subsidiary of TLLP, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Issuers in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) If a Guarantor ceases to guarantee any of any Indebtedness of any Issuer under a Credit Facility, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, however, that if, at any time following such release, that Guarantor later guarantees Indebtedness of any Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time. (d) Upon the Effective Date liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing, such Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or upon satisfaction and discharge of this Settlement AgreementIndenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in consideration this Section 10.05 will remain liable for the agreements by the Parties full amount of principal of and other good interest and valuable considerationSpecial Interest, the receipt if any, and sufficiency of which is hereby acknowledgedpremium, all Named Plaintiffs and each and every member of the Proposed Settlement Classif any, on behalf of themselves, their heirs, executors, administrators, predecessors, successors the Notes and assigns shall hereby release, remise and forever discharge for the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other obligations of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon the Effective Date The Note Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties a Guarantor with respect to a series of Notes will be released and other good discharged automatically and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties unconditionally: (as defined above1) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of all or substantially all of the true facts involvedproperties or assets of such Guarantor, by way of merger, consolidation, amalgamation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided that the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with any sale or other disposition of the Capital Stock of such Guarantor (by way of merger, consolidation, amalgamation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided that the sale or other disposition does not violate Section 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (3) if the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Indenture with respect to such series of Notes in accordance with Article XI hereof; (5) upon the liquidation or dissolution of such Guarantor, provided that no Default or Event of Default occurs as a result thereof or has occurred or is continuing; (6) upon such Guarantor consolidating with, amalgamating with, merging into or transferring all of its properties or assets to the Company or another Guarantor, and as a result of, or with regard in connection with, such transaction such Guarantor dissolves or otherwise ceases to any facts which are now unknown exist; (7) at such time as such Guarantor is no longer required to them.be a Guarantor pursuant to the provisions of Section 4.15 hereof; or 5.3 The Parties (8) the release of such Subsidiary Guarantor from its guarantee of the ABL Obligations and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration Term Loan Obligations, so long as such Subsidiary Guarantor would not then otherwise be required to guarantee the Notes pursuant to Section 4.15. Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).Article X.

Releases. 5.1 Upon The Guarantee of the Effective Date Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer, the Collateral Agent or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: (i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (x) the Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary, (y) after the repayment in full of the Senior Secured Credit Facilities, all or substantially all the assets of such Guaranteeing Subsidiary or (z) prior to the repayment in full of the Senior Secured Credit Facilities if such Guarantor is not at such time a guarantor of the Senior Secured Credit Facilities, all or substantially all the assets of such Guaranteeing Subsidiary, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Settlement AgreementIndenture; (ii) prior to the repayment in full of the Senior Secured Credit Facilities, the release or discharge of the guarantee by such Guaranteeing Subsidiary of Indebtedness under the Senior Secured Credit Facilities, or such other guarantee that resulted in consideration for the agreements creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 in the Indenture); (iii) the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Parties and other good and valuable consideration, the receipt and sufficiency Issuer of which is hereby acknowledged, all Named Plaintiffs and each and every member its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever Indenture or the discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not Issuer’s obligations under this Indenture in accordance with the claims terms of the Proposed Settlement Class Members Indenture; and (b) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementcomplied with. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) If, at any time any Pledgor or any First Lien Secured Party delivers notice to the Effective Date Second Lien Agent that any specified Common Collateral (including all or substantially all of this Settlement the equity interests of a Pledgor or any of its subsidiaries, which shall include for such purpose, in the case of the sale of equity interests in any such subsidiary, any Common Collateral held by such subsidiary or any direct or indirect subsidiary thereof) is Disposed of (other than to another Pledgor), (A) by the owner of such Common Collateral in a transaction not prohibited under the RBL Credit Agreement, in consideration for the agreements by the Parties and other good and valuable considerationany applicable First Lien Documents, the receipt Second Lien Agreement and sufficiency any applicable Second Lien Documents; or (B) during the existence of which is hereby acknowledged, all Named Plaintiffs any Event of Default under (and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined abovein) from each and every Released Claim the RBL Credit Agreement or any applicable First Lien Documents in connection with any enforcement action, exercise of rights or remedies or to the extent that the First Lien Agent has consented to such Disposition; then (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not any Insolvency or Liquidation Proceeding is pending at the claims time) the Liens securing the Second Lien Obligations upon such Common Collateral will automatically be released and discharged as and upon, but only to the extent, such Liens on such Common Collateral securing the First Lien Obligations are released and discharged. Upon delivery to the Second Lien Agent of a notice from the Proposed Settlement Class Members have been approvedFirst Lien Agent or the Company, allowedwhich notice states that any release of Liens securing or supporting any First Lien Obligations has become effective (or shall become effective upon the release by the Second Lien Agent or other relevant Second Lien Secured Parties), substantiated or rejected. Unless whether in connection with a Named Plaintiff or Proposed Settlement Class Member opts out sale of such assets by the Settlement relevant Pledgor pursuant to Paragraph 10.28 belowthe preceding clauses or otherwise, this Release the Second Lien Agent or such other Second Lien Secured Parties, as the case may be, shall apply whether promptly execute and deliver such instruments, releases, termination statements or not other documents or instruments confirming such individual has executed and delivered a Claim Form release on customary terms or otherwise actively participated in reasonably satisfactory to the Settlement. 5.2 Every Proposed Settlement Class MemberFirst Lien Agent and the Company, as defined above it being understood that all documented out-of-pocket expenses incurred by any Second Lien Secured Parties (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact their respective representatives) in connection with the true facts involvedexecution and delivery of such release documents or instruments shall be borne by the Pledgors. In the case of the Disposition of all or substantially all of the capital stock of a Pledgor or any of its subsidiaries, the guarantee in favor of the Second Lien Secured Parties, if any, made by such Pledgor or such subsidiary will automatically be released and discharged as and upon, but only to the extent, the guarantee by such Pledgor or such subsidiary of the First Lien Obligations is released and discharged if (A) such Disposition is not prohibited by the terms of the First Lien Documents and the Second Lien Documents or (B) such Disposition is made during the existence of any Event of Default under (and as defined in) the RBL Credit Agreement or any applicable First Lien Documents in connection with any enforcement action or exercise of rights or remedies, or with regard to any facts which are now unknown the extent that the First Lien Agent has consented to themsuch Disposition. 5.3 (b) The Parties Second Lien Agent, for itself and Proposed Settlement Class Members acknowledge that on behalf of the covenants applicable Second Lien Secured Parties, hereby irrevocably constitutes and promises made by Novartis herein constitute adequate consideration appoints (which appointment is coupled with an interest) the First Lien Agent and any officer or agent of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in exchange the place and stead of the Second Lien Agent, or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the Released Claimspurpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release. 5.4 Nothing (c) Unless and until the Discharge of First Lien Obligations has occurred, the Second Lien Agent, for itself and on behalf of the applicable Second Lien Secured Parties, hereby consents to the application, whether prior to or after a default, of proceeds of Common Collateral or other collateral to the repayment of First Lien Obligations pursuant to the applicable First Lien Documents; provided, that nothing in this Settlement Agreement Section 5.1(c) shall be construed to bar any claims prevent or impair the rights of Proposed Settlement Class Members the Second Lien Agent or the Class Representatives based on or arising out other Second Lien Secured Parties to receive proceeds in connection with the Second Lien Obligations not otherwise in contravention of events occurring after the Preliminary Approval Date by the Court of the Settlement this Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon Notwithstanding Section 10.04 above, the Effective Date Guarantee of a Guarantor shall be released, and such Guarantor deemed automatically and unconditionally released and discharged from all of its obligations under this Settlement AgreementIndenture, in consideration for each case without any further action on the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member part of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing Trustee or otherwise prosecuting any Released Claim against any Holder of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement.Notes: 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact a) in connection with any sale or other disposition of all or substantially all of the true facts involvedproperties or assets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10; (b) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10 and such Guarantor ceases to be a Restricted Subsidiary of the Issuer as a result of the sale or other disposition; (c) if the Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the terms of this Indenture; (d) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfaction and discharge of this Indenture in accordance with Article 11; (e) upon the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (f) upon such Guarantor consolidating with, merging into or transferring all of its properties or assets to the Issuer or another Guarantor, and as a result of, or in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or (g) at such time as such Guarantor ceases to guarantee or otherwise be an obligor with regard respect to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge other Indebtedness of the Issuer or any other Guarantor in excess of the De Minimis Guaranteed Amount; provided no Event of Default has occurred that the covenants and promises made by Novartis herein constitute adequate consideration is continuing. Any Guarantor not released from its obligations under its Guarantee as provided in exchange this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon The Guarantee of the Effective Date of this Settlement AgreementGuaranteeing Subsidiary shall be automatically and unconditionally released and discharged, in consideration and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the agreements release of the Guaranteeing Subsidiary’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by merger, consolidation, amalgamation or otherwise) of the Capital Stock of the Guaranteeing Subsidiary, after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange, disposition or transfer is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture; (B) the release or discharge of the guarantee by the Parties and Guaranteeing Subsidiary of Indebtedness under the Credit Agreement or such other good and valuable consideration, guarantee which resulted in the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member creation of the Proposed Settlement ClassGuarantee, on behalf except a discharge or release by or as a result of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, remise and forever discharge that if any such guarantee is so reinstated, this Guarantee shall also be reinstated to the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever extent that such Guaranteeing Subsidiary would then be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any required to provide a Guarantee pursuant to Section 4.15 of the Released Parties and their counsel, whether or not Indenture); (C) the claims designation of the Proposed Settlement Class Members Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.07(c) of the Indenture; or (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with Article 13 of the Indenture; and (2) delivery by the Guaranteeing Subsidiary to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementcomplied with. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon The Note Guarantee of a Guarantor will be automatically and unconditionally released without any further action by any Person in the Effective Date event that: (a) there is a sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock (including through merger or consolidation) following which the applicable Guarantor is no longer a Subsidiary, including by way of a dividend of the Capital Stock of such Guarantor to the stockholders of the Company), or all or substantially all the assets, of the applicable Guarantor to a Person that is not a Subsidiary of the Company where such sale, disposition or other transfer is not prohibited by the terms of this Settlement Indenture; (b) if the Issuers exercise their Legal Defeasance option or their Covenant Defeasance option as described under Article 8 or if their obligations under this Indenture are discharged in accordance with the terms of this Indenture as described under Article 12; (c) in the case of the Note Guarantees issued on the Issue Date, upon the release or discharge of the Guarantee by such Guarantor of Indebtedness under the Credit Agreement, or, in consideration for the agreements by the Parties and all other good and valuable considerationcases, the receipt release or discharge of such other Guarantee that resulted in the creation of such Note Guarantee, except, in each case, a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and sufficiency of which that if any such Guarantee is hereby acknowledgedso reinstated, all Named Plaintiffs and each and every member such Note Guarantee shall also be reinstated to the extent that such Subsidiary would then be required to provide a Note Guarantee pursuant to Section 4.14); provided that the Guarantees by such Guarantor of the Proposed Settlement Class, on behalf Existing Notes are also released at or prior to such time; (d) the proper designation of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or (e) upon the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any occurrence of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class MemberCovenant Suspension Event, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake set forth in fact in connection with the true facts involved, or with regard to any facts which are now unknown to themSection 4.16. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date of this Settlement Agreement(a) If, in consideration for connection with: (i) the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member exercise of the Proposed Settlement ClassFirst-Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1 hereof, on behalf including any sale, lease, exchange, transfer or other disposition (including, but not limited to, a sale under Section 363 of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties Bankruptcy Code) of any such Collateral (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties foregoing, a “Remedial Action”); or (ii) any sale (including, but not limited to, a sale under Section 363 of the Bankruptcy Code) or other disposition of any Collateral that is both (i) permitted under the terms of the First-Lien Credit Documents and their counsel(ii) described in Section 12.03(c)(i) of the Second-Lien Notes Indenture; or (iii) the request of the First-Lien Collateral Agent in accordance with Section 12.03(c)(ii) of the Second-Lien Notes Indenture; there occurs the release by the First-Lien Collateral Agent, whether acting on its own or at the direction of the Required First-Lien Creditors, of any of its Liens on any part of the Collateral, then such Liens, if any, of the Second-Lien Collateral Agent, for itself and for the benefit of the other Second-Lien Creditors, on such Collateral (but not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 belowproceeds thereof), shall be deemed to automatically and simultaneously released, and such Grantor shall have knowingly no further liability under the Second-Lien Notes Guaranty (to the extent of such released Collateral), and voluntarily waivedthe Second-Lien Collateral Agent, released, discharged and dismissed the Released Claims, with full knowledge for itself or on behalf of any such Second-Lien Creditors, promptly shall execute and all rights they deliver to the First-Lien Collateral Agent, without any representations or warranties (other than a representation that the Second-Lien Collateral Agent is duly authorized to execute and deliver such termination statements, releases or other documents), such termination statements, releases and other documents as the First-Lien Collateral Agent or such Grantor may havereasonably request to effectively terminate its Liens on such Collateral; provided that (x) any release of the Liens by the Second-Lien Collateral Agent with respect to clauses 5(a)(ii) and (iii) above shall be in accordance with the terms of Section 12.03 of the Second-Lien Note Indenture, and they hereby assume the risk of any mistake in fact (y) in connection with a sale or disposition described in clause (ii) above, (A) any surplus from such sale or disposition after the true facts involvedDischarge of First-Lien Obligations shall be paid to the Second-Lien Agent in an amount not to exceed the amount required to repay the Second-Lien Notes in full for application in accordance with the terms of the Second-Lien Notes Documents; and (B) if the closing of the sale or disposition of such Collateral is not consummated within ten (10) Business Days of such request by the First-Lien Collateral Agent, or with regard the First-Lien Collateral Agent shall promptly return, at the request of the Second-Lien Collateral Agent, all such release documents to any facts which are now unknown to themthe Second-Lien Collateral Agent. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 (b) Nothing in this Settlement Agreement shall be construed in any way to bar limit or impair the right of (i) any claims of Proposed Settlement Class Members Second-Lien Creditor to bid for and purchase Collateral at any private or judicial foreclosure upon such Collateral initiated by any other secured creditor, (ii) the Second-Lien Agent and the Second-Lien Creditors to join (but not control) any foreclosure or other judicial lien enforcement proceeding with respect to such Collateral initiated by the First-Lien Agent or the Class Representatives based on First-Lien Creditors, so long as it does not delay or arising out of events occurring after interfere with the Preliminary Approval Date exercise by the Court First-Lien Agent or the First-Lien Creditors of their rights and (iii) subject to the terms of this Agreement, the Second-Lien Agent and the Second-Lien Lenders to receive payments from the proceeds of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar collection, sale or other disposition of any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Collateral.

Releases. 5.1 Upon the Effective Date of this Settlement (a) This Agreement, the Lien in consideration favor of the Co-Collateral Agents (for the agreements benefit of the Credit Parties) and all other security interests granted hereby shall terminate with respect to all Obligations when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Advance and all fees and other Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and (B) unless the Obligations have been accelerated as a result of the occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) shall have been indefeasibly paid in full in cash, and (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Parties Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Lender and other good and valuable considerationthe Co-Collateral Agents, the receipt and sufficiency of which is hereby acknowledgedprovided, all Named Plaintiffs and each and every member of the Proposed Settlement Classhowever, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact that in connection with the true facts involvedtermination of this Agreement, the Co-Collateral Agents may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that this Agreement and the security interest granted herein shall be reinstated if at any time payment, or with regard any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Borrower, Grantor or other Loan Party. At the request and sole expense of any Grantor following any such termination, the Co-Collateral Agents shall deliver to such Grantor any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date Collateral held by the Court of the Settlement Agreement. Nor Co-Collateral Agents hereunder, and execute and deliver to such Grantor such documents as such Grantor shall anything in this Settlement Agreement be construed reasonably request to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)evidence such termination.

Releases. 5.1 Upon (i) The Lenders hereby irrevocably authorize the Effective Date Agent to, and the Agent shall, release any Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of the all Revolving Loan Commitments, the expiration or termination of all Facility LCs and payment and satisfaction in full in cash of all Secured Obligations (other than contingent indemnity obligations), (ii) upon the Company’s request following the date upon which (a) the Company’s S&P Rating is BBB- (with stable outlook) or better and (b) the Company’s ▇▇▇▇▇’▇ Rating is Baa3 (with stable outlook) or better (provided, that if either S&P or ▇▇▇▇▇’▇ is unwilling to provide a rating following the use of reasonable efforts by the Company to obtain such rating, the parties will use the comparable rating of a substitute rating agency to be agreed by the Company and the Agent); provided, that following any such release of Liens, the Leverage Ratio shall be adjusted as described in Section 6.19.1(b), (iii) constituting property being sold, transferred or otherwise disposed of (including, pursuant to a Qualified Receivables Transaction or Permitted Factoring Transaction) if the Company certifies to the Agent that such sale, transfer or disposition is made in compliance with the terms of this Settlement AgreementAgreement (and the Agent may rely conclusively on any such certificate, without further inquiry) provided that after such release the Company remains in consideration for the agreements by the Parties and compliance with Section 6.21(c) or (iv) as required to effect any sale or other good and valuable consideration, the receipt and sufficiency disposition of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact Collateral in connection with any exercise of remedies of the true facts involvedAgent and the Lenders pursuant to this Agreement. Any such release shall not in any manner discharge, affect, or with regard impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including (without limitation) the proceeds of any sale, all of which shall continue to any facts which are now unknown to themconstitute part of the Collateral. 5.3 (ii) The Parties Lenders hereby irrevocably authorize the Agent to, and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration Agent shall, in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims event of Proposed Settlement Class Members a sale, transfer or the Class Representatives based on or arising out other disposition of events occurring after the Preliminary Approval Date by the Court all of the Settlement Agreement. Nor shall anything Equity Interests of any Domestic Subsidiary Guarantor if the Company certifies to the Agent that such sale, transfer or disposition is made in compliance with the terms of this Settlement Agreement be construed (and the Agent may rely conclusively on any such certificate, without further inquiry), (x) release such Domestic Subsidiary Guarantor from its obligations under the Domestic Subsidiary Guaranty and each other Loan Document to bar which it is a party and (y) release any claims Liens granted to the Agent by such Domestic Subsidiary Guarantor on any Collateral (or by its parent on the Equity Interests of Proposed Settlement Class Members or such Domestic Subsidiary Guarantor), provided that (i) such Domestic Subsidiary Guarantor is concurrently released from any obligations it may have with respect to Subordinated Indebtedness and Senior Note Indebtedness and (ii) after such release the Class Representatives based on or arising out of claims Company remains in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3compliance with Section 6.21(c).

Releases. 5.1 (a) Upon the Effective Date Discharge of Obligations, this Settlement Agreement and the security interests granted hereby shall automatically terminate and be released, without the requirement for any further action by any Person, and the Administrative Agent and Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release, and the Guarantee Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the Guarantee Obligations of the Guarantors hereunder. (b) In the event that any Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Capital Stock or assets of any Grantor to a Person that is not (and is not required hereunder to become) a Grantor hereunder, or any Capital Stock or asset is or becomes an Excluded Asset, in each case in a transaction permitted under the Credit Agreement, the security interests created hereunder in consideration respect of such Capital Stock or assets shall automatically terminate and be released, without the requirement for any further action by any Person and the agreements Collateral Agent shall promptly (and the Secured Parties hereby authorize the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of security interests hereunder in respect of such Capital Stock or assets, and, in the Parties and other good and valuable consideration, case of a transaction permitted under the receipt and sufficiency Credit Agreement the result of which is that a Guarantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary, the Guarantee Obligations created hereunder in respect of such Guarantor (and all security interests granted by such Guarantor hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent and the Collateral Agent shall promptly (and the Secured Parties hereby acknowledgedauthorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by such Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of such security interests and such Guarantor’s Guarantee Obligations hereunder. Any representation, all Named Plaintiffs and each and every member warranty or covenant contained in this Agreement relating to any such Capital Stock, asset or subsidiary of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns any Grantor shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall no longer be deemed to and shall have knowingly and voluntarily waivedbe made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, releasedsold, discharged and dismissed the Released Claimsleased, with full knowledge of any and all rights they may haveassigned, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, transferred or with regard to any facts which are now unknown to themdisposed of. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon A Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged without the Effective consent of Holders of Notes and each Subsidiary Guarantor and its obligations under the Notes Guarantee will be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if after such transaction the Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor if such sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) is made in compliance with this Indenture; (2) the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.07 hereof and the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.16 hereof, the release or discharge of this Settlement Agreementthe Guarantee by such Subsidiary Guarantor of Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in consideration for the agreements by the Parties and other good and valuable considerationeach case, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated that resulted in the Settlement. 5.2 Every Proposed Settlement Class Memberobligation to guarantee the Notes, except by reason of payment under or the termination or repayment of such Indebtedness or if a release or discharge is by or as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge a result of any and all rights they may have, and they hereby assume the risk of any mistake in fact payment in connection with the true facts involvedenforcement of remedies under such other Guarantee or direct obligation; (4) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or through redemption or repurchase of all of the Notes or otherwise) in accordance with regard to any facts which are now unknown to them.the terms of this Indenture; 5.3 The Parties and Proposed Settlement Class Members acknowledge that (5) the covenants and promises made release or discharge of the Guarantee by, or direct obligation of, such Subsidiary Guarantor of the Obligations under the A&E Cash Flow Credit Agreement, except by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims reason of Proposed Settlement Class Members payment under or the Class Representatives based on termination or arising out of events occurring after the Preliminary Approval Date by the Court repayment of the Settlement Agreement. Nor A&E Cash Flow Credit Agreement or if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation; (6) such Subsidiary Guarantor becoming an Excluded Subsidiary; (7) such Subsidiary Guarantor ceasing to be a Wholly Owned Subsidiary of the Issuer, including as a result of any foreclosure of any pledge or security interest securing Indebtedness or any exercise of remedies in respect thereof in accordance with the Intercreditor Agreements, as applicable; provided that such Subsidiary Guarantor shall anything only be released if such Subsidiary became a non-Wholly Owned Subsidiary pursuant to a transaction where such Subsidiary becomes a bona fide joint venture where the other Person taking an equity interest in this Settlement Agreement be construed to bar any claims such Subsidiary is not an Affiliate of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, Parent (other than this Civil Action, as a result of which such joint venture); (8) the individual Note Guarantees are unconditionally released and discharged pursuant to Section 4.19 hereof; or (9) such Guarantor is already a member either by virtue released pursuant to clause (8) of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Section 9.02.

Releases. 5.1 Upon (a) The Notes Guarantee of a Guarantor will be discharged and released upon the Effective Date delivery to the Trustee and Collateral Agent of an Officer’s Certificate stating that one of the following has occurred, and an Opinion of Counsel that all conditions to such release under the terms of this Settlement AgreementIndenture have been satisfied: (i) with respect to a Spectrum Assets Guarantor and any Equity Pledge Guarantor that holds the Equity Interests of such Spectrum Assets Guarantor, upon the sale or other disposition of all of the Equity Interests of such Spectrum Assets Guarantor or all or substantially all of the assets of such Spectrum Assets Guarantor (including by way of merger or consolidation) to (a) a Person other than an Affiliate of such Guarantor or (b) a Spectrum Joint Venture, in consideration each case, if such sale or disposition does not violate the provisions set forth under Section 4.13 or Section 11.01 hereto, as applicable; (ii) upon payment in full of the Notes together with accrued and unpaid (or not yet capitalized in the case of PIK Interest) interest thereon and payment and performance of all other obligations (other than contingent obligations that survive termination) of the Company and the Guarantors under the Notes Documents; (iii) upon satisfaction and discharge of this Indenture as set forth in Article 3; or (iv) as set forth in Article 10. Upon any release of a Guarantor from its Notes Guarantee, such Guarantor will be automatically and unconditionally released from its obligations under the Security Documents. Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (i) shall not be permitted while any Default or Event of Default has occurred and is continuing. (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the conditions precedent under this Indenture to the release of a Guarantor from its Notes Guarantee pursuant to clauses (a)(i) through (iii) of this Section 13.03 have been complied with, the Trustee will execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Notes Guarantee. (c) Any Guarantor not released from its obligations under its Notes Guarantee as provided in this Section 13.03 will remain liable for the agreements by the Parties full amount of principal of and other good interest and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Classpremium if any, on behalf of themselves, their heirs, executors, administrators, predecessors, successors the Notes and assigns shall hereby release, remise and forever discharge for the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other obligations of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 13.

Releases. 5.1 Upon (a) The Issuer shall be entitled to obtain a release from the Effective Date Lien of this Settlement Agreement, Indenture for any individual Contract and the related Contract Assets at any time after all of the conditions for such release set forth in consideration for the agreements Transaction Documents have been satisfied and (i) after a payment by the Parties Transferor or the Servicer, as applicable, under the provisions of the relevant Transaction Documents, of the related Contract Repurchase Price therefor or (ii) after a Substitute Contract and other good the related Contract Assets are substituted for such Contract and valuable considerationthe related Contract Assets in accordance with the Transaction Documents. In order to effect any such release, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement ClassServicer, on behalf of themselvesthe Issuer, their heirsshall deliver to the Trustee and the Custodian in accordance with the Transaction Documents a Request for Release, executorsin the form attached hereto Exhibit F-1, administrators(1) identifying the Contracts and the related Equipment to be released, predecessors(2) requesting the release thereof, successors (3) setting forth the amount deposited in the Collection Account with respect thereto, or identifying the Substitute Contract substituted therefor in the event that the subject Contracts and assigns shall hereby releasethe related Equipment are being released from the Lien of this Indenture pursuant to clause (ii) above, remise (4) certifying that the amount deposited in the Collection Account equals the Contract Repurchase Price relating to such Contracts and forever discharge the Released Parties related Equipment in the event that the subject Contracts and the related Equipment are being released from the Lien of this Indenture pursuant to clause (i) above and (5) certifying that all other conditions precedent set forth in the Transaction Documents relating to such release have been satisfied. The Trustee, upon receipt of a written request in the form attached hereto as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above)Exhibit F-1, and the Trustee’s confirmation that the related (i) Contract Repurchase Price has been deposited into the Collection Account or (ii) Substitute Contract has been substituted for the Contract, shall forever be barred and enjoined execute instruments to release a Contract from initiatingthe lien of this Indenture, continuing, filing or otherwise prosecuting any Released Claim against any convey the Trustee’s interest in the same. (b) Upon receipt of the Released Parties and their counselRequest for Release from the Servicer in the form attached hereto as Exhibit F-1, whether or not the claims including a certification that all of the Proposed Settlement Class Members conditions specified in clause (a) of this Section 4.07 have been approvedsatisfied and provided that all other certifications and documents required under the terms of this Indenture have been received by the Trustee, allowedthe Trustee shall release from the Lien of this Indenture and the Custodian shall deliver to the Issuer or upon Issuer Order the Contracts and all related Contract Assets described in the Issuer’s Request for Release. (c) The Custodian may, substantiated or rejectedif requested by the Servicer, in the form attached hereto as Exhibit F-1, for purposes of servicing a Contract, temporarily deliver to the Servicer the original Contract. Unless a Named Plaintiff or Proposed Settlement Class Member opts out Any Contract temporarily delivered from the custody of the Settlement Custodian to the Servicer or its agents shall have affixed to such Contract a copy of such written request in the Form of Exhibit F-1, which shall contain a legend to the effect that the Contract is the property of the Issuer and has been pledged to U.S. Bank National Association, as Trustee for the benefit of the Secured Parties. The Servicer shall promptly return the Contract to the Custodian, along with a letter attached hereto as Exhibit F-2, upon the need therefor no longer existing; provided that if an Event of Default has occurred, the Servicer shall forthwith return to the Custodian each Contract temporarily delivered pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the SettlementSection 4.07. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) (i) If, in connection with (A) any exercise of remedies or Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a)), or (B) any sale, transfer or other disposition of all or any portion of the Effective Date ABL Priority Collateral (other than in connection with a Refinancing as described in Section 5.5), so long as, in the case of this Settlement Agreementclause (B), in consideration for the agreements such sale, transfer or other disposition is then not prohibited by the Parties ABL Loan Documents (or consented to by the requisite ABL Lenders) and other good by any of the Notes Documents (or consented to by the requisite Noteholders under the applicable Notes Documents), irrespective of whether an ABL Default has occurred and valuable considerationis continuing, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement ClassABL Agent, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counselABL Claimholders, whether or not the claims releases any of its Liens on any part of the Proposed Settlement Class Members have been approvedABL Priority Collateral, allowedthen the Liens, substantiated if any, of each Notes Agent, for the benefit of each Notes Claimholders, on the Collateral sold or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out disposed of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below)connection therewith, shall be deemed automatically, unconditionally and simultaneously released; provided that, to and the extent the Proceeds of such ABL Priority Collateral are not applied to reduce ABL Obligations, each Notes Agent shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake retain a Lien on such Proceeds in fact in connection accordance with the true facts involvedterms of this Agreement. Each Notes Agent, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court behalf of the Settlement AgreementNotes Claimholders, promptly shall execute and deliver to the ABL Agent or such Grantor such termination statements, releases and other documents as the ABL Agent or such Grantor may request in writing to effectively confirm such release. Nor Following Discharge of the ABL Obligations, the rights of the ABL Agent under this Section 5.1(a)(i) shall anything become rights of the Agent representing the next Higher Priority Obligations in this Settlement Agreement be construed to bar any claims respect of Proposed Settlement Class Members or the Class Representatives based on or arising out ABL Priority Collateral and seriatim thereafter following Discharge of claims each successive class of Higher Priority Obligations in any certified class action, other than this Civil Action, respect of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)ABL Priority Collateral.

Releases. 5.1 (a) Upon the Effective Date request of this Settlement Agreementany Loan Party in connection with any Disposition of Collateral or any other transaction involving a proposed release of Collateral or any guarantee (other than in connection with the exercise of any of the Collateral Trustee’s rights and remedies in respect of the Collateral provided for herein) by any Loan Party, in consideration for each case to the agreements extent permitted (if addressed therein, or, otherwise, not prohibited) by the Parties terms of the Credit Agreement and by the terms of the other applicable Financing Documents (including pursuant to Section 8.5 of the Credit Agreement) and in accordance with the requirements (if any) of the relevant Security Documents, the Collateral Trustee will, at the Company’s request and sole cost and expense, execute and deliver to such Loan Party such releases and other good documents (including UCC termination statements, reconveyances, customary pay off letters and valuable considerationreturn of Collateral) as such Loan Party may reasonably request to evidence and effectuate the concurrent release of (A) with respect to any Disposition, any Lien granted under any of the Security Documents in any Collateral being disposed of in connection with such Disposition, (B) with respect to any Disposition in respect of all of the Capital Stock in, or assets of, such Loan Party, such Loan Party from its Secured Obligations under the Financing Documents and/or such assets from the Lien granted under any of the Security Documents, or (C) with respect to any Subsidiary Grantor that is designated as an Unrestricted Subsidiary or where it is otherwise expressly provided that such Subsidiary is no longer required to be a Subsidiary Grantor under the Credit Agreement and the other applicable Financing Documents, such Subsidiary from its Secured Obligations under the Financing Documents and/or the assets of such Subsidiary from the Lien granted under any of the Security Documents. (b) Upon the Discharge of Secured Obligations, all rights to the Collateral shall revert to the applicable Loan Party, and, upon the written request of the Company, the receipt Collateral Trustee will, at the Company’s expense, (x) promptly cause to be transferred and sufficiency delivered, without any recourse, warranty or representation whatsoever, any Collateral and any proceeds received in respect thereof, (y) execute and deliver to the Company and the other Loan Parties such UCC termination statements and other documentation as the Company or any other Loan Party may reasonably request to effect the termination and release of the Liens on the Collateral and (z) execute and deliver to the Company and the other Loan Parties such other documentation as the Company or any other Loan Party may reasonably request to affect the termination of such Loan Party’s obligations under the Security Documents to which it is a party (other than any such obligation which is hereby acknowledgedintended by its terms to survive the Discharge of Secured Obligations). (c) Notwithstanding anything herein to the contrary, all Named Plaintiffs and each and every member of the Proposed Settlement ClassCollateral Trustee, on behalf of themselvesthe Secured Parties, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge will have the Released Parties exclusive right (as defined abovebut subject to the provisions of the Financing Documents) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing to make determinations regarding the release or otherwise prosecuting any Released Claim against disposition of any of the Released Parties and their counselCollateral, whether without any consultation with, consent of, or not the claims notice to, with respect to any of the Proposed Settlement Class Members have been approvedCollateral that does not constitute Specified Hedging Collateral under any applicable Specified Collateral Permitted Commodity Hedging Agreement, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out the Secured Commodity Hedging Counterparty party thereto. (d) Each of the Settlement pursuant Secured Commodity Hedging Counterparties party to Paragraph 10.28 belowa Specified Collateral Permitted Commodity Hedging Agreement agrees that it shall promptly, this Release shall apply whether or upon the written request of the Company, at the Company’s expense, execute and deliver to the Company and other Loan Parties such documentation as the Company may request from time to time to release any Lien for their benefit in such capacity on any of the Collateral that does not such individual has executed and delivered constitute Specified Hedging Collateral under the terms of Specified Collateral Permitted Commodity Hedging Agreement to which it is a Claim Form or otherwise actively participated in the Settlementparty. 5.2 Every Proposed Settlement Class Member(e) Subject to any requirements of the Financing Documents, as defined above (except for those who opt out pursuant including, without limitation, Section 11.1 of the Credit Agreement, without further written consent or authorization from any Secured Party, the Collateral Trustee shall execute any documents or instruments necessary to Paragraph 10.28 below), shall be deemed release any Collateral or guarantee to and shall the extent the relevant Secured Parties have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake consented to such release in fact in connection accordance with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court terms of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Financing Documents.

Releases. 5.1 Upon (a) If Gatherer fails or is unable or unwilling for any reason (including Force Majeure) to accept all volumes of Committed Saltwater tendered at any Receipt Point on any Day by or on account of Producer pursuant to this Agreement and provide the Effective Date Services in accordance therewith, then Producer shall have the right, at its sole discretion, to obtain, and Gatherer shall promptly grant, a temporary release from the covenant and commitment made by Producer under this Agreement for (i) the volumes of Committed Saltwater in excess of what Gatherer is willing or able to accept and (ii) any associated Service Acreage directly affected thereunder until such time when Gatherer notifies Producer that it is willing and able to accept such volumes. Notwithstanding the foregoing, Gatherer shall promptly provide Producer with a written explanation detailing the reason for its inability to receive any volumes of Committed Saltwater into the Gathering System, and its commitment to diligently pursue a plan to be able to receive all such volumes of Committed Saltwater tendered by Producer at each Receipt Point. (b) If Gatherer fails or is unable or unwilling for any reason (other than Force Majeure) to accept all volumes of Committed Saltwater tendered at any Receipt Point on any Day by or on account of Producer pursuant to this Settlement AgreementAgreement and provide the Services in accordance therewith for 90 consecutive Days or more, then Producer shall have the right, at its sole discretion, to obtain, and Gatherer shall promptly grant, a permanent release from the covenant and commitment made by Producer under this Agreement for (i) the volumes of Committed Saltwater in consideration excess of what Gatherer is willing or able to accept and (ii) any associated Service Acreage directly affected thereunder. (c) In addition to Producer’s rights and Gatherer’s obligations set forth in Section 6.4(a) and Section 6.4(b), Producer shall also have the right to (i) immediately enter into commitments to deliver such volumes of Committed Saltwater to other third party gatherers, such commitments to be for no longer than 30 Days for Committed Saltwater temporarily released, (ii) deliver all such volumes of Committed Saltwater to any then-existing Disposal ▇▇▇▇▇ on a priority basis with respect to then-available capacity at such Disposal ▇▇▇▇▇ subject to the applicable Disposal Fee, and (iii) get reimbursed for mitigation costs incurred by Producer under any gathering and/or disposal agreements for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency volumes of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting affected Committed Saltwater with any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementthird parties. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), d) The rights set forth in this Section 6.4 shall be deemed Producer’s sole and exclusive remedy for Gatherer’s curtailment, suspension, delay or failure to and shall have knowingly and voluntarily waived, released, discharged and dismissed provide the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Services as set forth in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon The Guarantee of the Effective Date Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: (i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (i) the Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary or (ii) all or substantially all the assets of such Guaranteeing Subsidiary, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Settlement AgreementIndenture; (ii) the release or discharge of the guarantee by such Guaranteeing Subsidiary of the guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 in consideration for the agreements Indenture); (iii) the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Parties and other good and valuable consideration, the receipt and sufficiency Issuer of which is hereby acknowledged, all Named Plaintiffs and each and every member its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors Indenture or the satisfaction and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not Issuer’s obligations under this Indenture in accordance with the claims terms of the Proposed Settlement Class Members Indenture; and (b) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementcomplied with. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 (a) In the event of any sale or other disposition (i) of all or substantially all of the properties or assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transactions) ▇▇▇▇▇ Energy Partners or a Restricted Subsidiary of ▇▇▇▇▇ Energy Partners, or (ii) of all of the Capital Stock of any Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary of ▇▇▇▇▇ Energy Partners, then such Guarantor will, automatically and without further action, be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture; provided that such sale or other disposition does not violate the applicable provisions of Section 4.10 hereof. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will, automatically and without further action, be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. (c) Upon release or discharge of the Guarantee by any Guarantor with respect to Indebtedness of the Issuers under a Credit Facility that would require it, if not a Guarantor, to become a Guarantor under Section 4.16, such Guarantor will, automatically and without further action, be released and relieved of any obligations under its Note Guarantee and its other obligations under this Indenture; provided, further, however that if, at any time following such release, that Guarantor later Guarantees Indebtedness of either Issuer under a Credit Facility, then such Guarantor shall be required to provide a Note Guarantee at such time if required in accordance with Section 4.16 hereof. (d) Upon Legal or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof, each Guarantor will, automatically and without further action, be released and relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. (e) Upon the Effective Date merger, amalgamation or consolidation of any Guarantor with and into an Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation or dissolution of such Guarantor, such Guarantor will, automatically and without further action, be relieved of any obligations under its Note Guarantee and all of its other obligations under this Indenture. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that any release complies with the provisions of this Settlement AgreementSection 10.05, the Trustee will execute any documents reasonably required in consideration order to evidence the release of any Guarantor from its obligations under its Note Guarantee and all of its other obligations under this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the agreements by the Parties full amount of principal of and other good interest, and valuable considerationpremium, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Classif any, on behalf of themselves, their heirs, executors, administrators, predecessors, successors the Notes and assigns shall hereby release, remise and forever discharge for the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other obligations of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon (a) The Note Guarantee of a Guarantor will be released: (1) in connection with any sale or other disposition of all or substantially all of the Effective Date 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 a Restricted Subsidiary of the Issuer; (2) in connection with any sale or other disposition of all of the Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer; (3) if the Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Settlement AgreementIndenture; (4) in connection with any merger or consolidation of that Guarantor with and into the Issuer or any other Guarantor that is the surviving Person in such merger or consolidation, in consideration for or upon the agreements liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor; (5) at the election of the Issuer, upon or after the release or discharge of the Guarantee by such Guarantor under the Parties and other good and valuable considerationExisting Credit Agreement or, as applicable, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member Guarantee by such Guarantor in respect of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated Capital Markets Debt that resulted in the Settlement. 5.2 Every Proposed Settlement Class Memberobligation of such Guarantor to Guarantee the Notes, except in each case a release or discharge by or as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge a result of any and all rights they may have, and they hereby assume the risk of any mistake in fact payment in connection with the true facts involvedenforcement of remedies under such Guarantee (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is reinstated, such Note Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to this Indenture); provided that after giving effect to the release of the Note Guarantee of such Guarantor under this clause (5) (and all other substantially concurrent releases of Guarantees made by such Guarantor), such Guarantor does not Guarantee the Existing Credit Agreement or any Capital Markets Debt issued by the Issuer or a Guarantor with regard an aggregate outstanding principal amount in excess of $100.0 million; (6) in the case of any Restricted Subsidiary of the Issuer that becomes a Guarantor at the Issuer’s election pursuant to clause (2) under Section 4.10 upon written notice to the Trustee of the Issuer’s election to release such Guarantor (unless otherwise provided in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor) or in any other circumstance described in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor; or (7) upon legal defeasance in accordance with Article 8 or satisfaction and discharge in accordance with Article 11. (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.04 shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guarantor under this Indenture as provided in and subject to any facts which are now unknown to themlimitations contained in this Article 10. 5.3 The Parties (c) Upon delivery to the Trustee of an Officers’ Certificate and Proposed Settlement Class Members acknowledge Opinion of Counsel to the effect that the covenants and promises made by Novartis herein constitute adequate consideration applicable requirement set forth in exchange for any of clauses (1) through (7) of Section 10.04(a) has been complied with, the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar Trustee, at the Issuer’s expense, will execute any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date documents reasonably requested by the Court Issuer to evidence the release of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)applicable Note Guarantee.

Releases. 5.1 Upon (a) A Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged without the Effective consent of Holders of Notes and each Subsidiary Guarantor and its obligations under the Notes Guarantee will be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) of (x) the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Subsidiary Guarantor if such sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) is made in compliance with this Indenture; (2) the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.07 hereof and the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Acquisition Closing Date is required to guarantee the Notes pursuant to Section 4.16 hereof, the release or discharge of this Settlement Agreementthe Guarantee by such Subsidiary Guarantor of Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in consideration for each case, that resulted in the agreements obligation to guarantee the Notes, except by reason of payment under or the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member termination or repayment of the Proposed Settlement Class, on behalf New Term Loan Credit Agreement or if a release or discharge is by or as a result of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact payment in connection with the true facts involvedenforcement of remedies under such other Guarantee; (4) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or through redemption or repurchase of all of the Notes or otherwise) in accordance with regard the terms of this Indenture; (5) the release or discharge of the Guarantee by, or direct obligation of, such Subsidiary Guarantor of the Obligations under the New Term Loan Credit Agreement, except by reason of payment under or the termination or repayment of the New Term Loan Credit Agreement or if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation; (6) such Subsidiary Guarantor becoming an Excluded Subsidiary; (7) such Subsidiary Guarantor ceasing to be a Wholly Owned Subsidiary of the Issuer, including as a result of any facts which foreclosure of any pledge or security interest securing Indebtedness or any exercise of remedies in respect thereof in accordance with the Intercreditor Agreements, as applicable; provided that such Subsidiary Guarantor shall only be released if such Subsidiary became a non-Wholly Owned Subsidiary pursuant to a transaction where such Subsidiary becomes a bona fide joint venture where the other Person taking an equity interest in such Subsidiary is not an Affiliate of Parent (other than as a result of such joint venture); (8) the Note Guarantees are now unknown unconditionally released and discharged pursuant to them.Section 4.19 hereof; 5.3 (9) such Guarantor is released pursuant to clause (8) of Section 9.02; (b) A Note Guarantee of Parent shall be automatically and unconditionally released and discharged without the consent of Holders of Notes and the obligations of Parent under the Notes Guarantee will be released and discharged upon: (1) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the Issuer’s Obligations under this Indenture are discharged (including pursuant to a satisfaction and discharge of this Indenture or through redemption or repurchase of all of the Notes or otherwise) in accordance with the terms of this Indenture; (2) the release or discharge of the Guarantee by, or direct obligation of, Parent of the Obligations under the New Term Loan Credit Agreement, except by reason of payment under or the termination or repayment of the New Term Loan Credit Agreement or if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation. In connection with any release of a Guarantor, upon delivery by the Issuer to the Trustee of an Officer’s Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Indenture to such release have been complied with, the Trustee will execute any documents reasonably requested by the Issuer in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. The Parties and Proposed Settlement Class Members acknowledge that Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the covenants and promises made by Novartis herein constitute adequate consideration applicable provisions of this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 10.07 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon the Effective Date The obligations of this Settlement Agreement, in consideration for the agreements by the Parties any Subsidiary Guarantor (other than any Intermediate Parent) under its Note Guarantee will be automatically and other good unconditionally released and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against discharged when any of the Released Parties and their counselfollowing occurs: (1) upon any sale, whether exchange or not the claims transfer (by merger or otherwise) of the Proposed Settlement Class Members have been approvedCapital Stock of such Subsidiary Guarantor, allowedafter which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary, substantiated if such sale, exchange or rejected. Unless a Named Plaintiff transfer is made in compliance with the applicable provisions of this Indenture; (2) upon the sale or Proposed Settlement Class Member opts out disposition of all or substantially all of the Settlement pursuant to Paragraph 10.28 belowassets of such Subsidiary Guarantor otherwise in accordance with the terms of this Indenture; (3) upon the release of such Subsidiary Guarantor from its guarantee, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may haveif any, and they hereby assume the risk of any mistake in fact all pledges and security, if any, granted by such Subsidiary Guarantor in connection with the true facts involved, Senior Secured Credit Facilities; (4) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of Section 4.07 hereof and the definition of “Unrestricted Subsidiary” herein; (5) if the Company exercises its Legal Defeasance option or Covenant Defeasance option in accordance with regard Article 8 hereof or if the Company’s obligations under this Indenture are discharged in accordance with this Indenture; (6) the release or discharge of the guarantee by such Guarantor of all Indebtedness that resulted in the creation of such Guarantee except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein a contingent reinstatement will constitute adequate consideration in exchange a release for the Released Claims.purposes of this provision); or 5.4 Nothing (7) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; in the case of clauses (1) and (2) of this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class actionSection 10.04, other than to the Company or an Affiliate and as permitted by this Civil ActionIndenture, and the Company must comply with Section 4.10 hereof in respect of which such disposition. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.04 will remain liable for the individual is already full amount of principal of, premium on, if any, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 10. At the request and expense of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a member either Guarantor pursuant to this Section 10.04. The obligations of Holdings and any Intermediate Parent under its Note Guarantee will be automatically and unconditionally released and discharged upon: (1) the exercise by virtue the Company of opting-its legal defeasance option or covenant defeasance option as described under Article 8 or the discharge of the Company’s obligations under the Indenture in accordance with the terms of the Indenture as described under 29 U.S.C. § 216(b“Satisfaction and Discharge” or the consolidation or merger of the Company with Holdings or an Intermediate Parent in a manner permitted pursuant to, the provisions described above under Section 5.01; and (2) or because such Guarantor delivering to the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Trustee an Officer’s Certificate, stating that all conditions precedent provided for in the Indenture relating to such release and discharge have been complied with.

Releases. 5.1 Upon the Effective Date of this Settlement Agreement(a) (i) If, in consideration connection with (A) any exercise of remedies or Enforcement (including as provided for in Section 3.01(b) or Section 6.08(a)) or any Going Out of Business Sale, or (B) any sale, transfer or other disposition of all or any portion of the agreements ABL Priority Collateral, so long as such sale, transfer or other disposition is then not prohibited by the Parties ABL Documents (or consented to by the requisite ABL Lenders) or by the First Lien Documents (or consented to by the requisite Noteholders and other good the requisite holders of any Additional First Lien Obligations), irrespective of whether an ABL Default has occurred and valuable considerationis continuing, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement ClassABL Agent, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counselABL Claimholders, whether or not the claims releases any of its Liens on any part of the Proposed Settlement Class Members have been approvedABL Priority Collateral, allowedthen the Liens, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out if any, of the Settlement pursuant to Paragraph 10.28 belowNotes Agent, this Release shall apply whether for the benefit of the Note Claimholders, and of each Additional First Lien Agent, for the benefit of the related Series of Additional First Lien Claimholders, on the ABL Priority Collateral sold or not such individual has executed and delivered a Claim Form or otherwise actively participated disposed of in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below)connection therewith, shall be deemed automatically, unconditionally and simultaneously released; provided that, to and the extent the Proceeds of such ABL Priority Collateral are not applied to reduce ABL Obligations, each First Lien Agent shall have knowingly and voluntarily waivedretain a Lien on such Proceeds in accordance with the terms of this Agreement. The Notes Agent, released, discharged and dismissed on behalf of the Released Claims, with full knowledge of any and all rights they may haveNote Claimholders, and they hereby assume the risk of any mistake in fact in connection with the true facts involvedeach Additional First Lien Agent, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court behalf of the Settlement Agreement. Nor related Series of Additional First Lien Claimholders, promptly shall anything execute and deliver to the ABL Agent or such Grantor such termination statements, releases and other documents as the ABL Agent or such Grantor may request in this Settlement Agreement be construed writing to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)effectively confirm such release.

Releases. 5.1 Upon the Effective Date of this Settlement Agreement(a) (i) If, in consideration connection with (A) any exercise of remedies or Enforcement (including as provided for in Section 3.1(b) or Section 6.8(a)) or any Going Out of Business Sale, or (B) any sale, transfer or other disposition of all or any portion of the agreements ABL Priority Collateral, so long as such sale, transfer or other disposition is then not prohibited by the Parties ABL Documents (or consented to by the requisite ABL Lenders) or by the Note Documents (or consented to by the requisite Noteholders), irrespective of whether an ABL Default has occurred and other good and valuable considerationis continuing, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement ClassABL Agent, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counselABL Claimholders, whether or not the claims releases any of its Liens on any part of the Proposed Settlement Class Members have been approvedABL Priority Collateral, allowedthen the Liens, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out if any, of the Settlement pursuant to Paragraph 10.28 belowNotes Agent, this Release shall apply whether for the benefit of the Note Claimholders, on the Collateral sold or not such individual has executed and delivered a Claim Form or otherwise actively participated disposed of in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below)connection therewith, shall be deemed automatically, unconditionally and simultaneously released; provided that, to the extent the Proceeds of such ABL Priority Collateral are not applied to reduce ABL Obligations, the Notes Agent shall retain a Lien on such Proceeds in accordance with the terms of this Agreement. The Notes Agent, on behalf of the Note Claimholders, promptly shall execute and shall have knowingly deliver to the ABL Agent or such Grantor such termination statements, releases and voluntarily waivedother documents as the ABL Agent or such Grantor may request in writing to effectively confirm such release. (ii) If, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved(A) any exercise of remedies or Enforcement (including as provided for in Sections 3.2(b) or Section 6.8(b)), or with regard (B) any sale, transfer or other disposition of all or any portion of the Notes Priority Collateral, so long as such sale, transfer or other disposition is then not prohibited by the Note Documents (or consented to by the requisite Noteholders) or by the ABL Documents (or consented to by the requisite ABL Lenders), irrespective of whether a Note Default has occurred and is continuing, the Notes Agent, on behalf of any facts which are now unknown to them. 5.3 The Parties of the Note Claimholders, releases any of its Liens on any part of the Notes Priority Collateral, then the Liens, if any, of the ABL Agent, for the benefit of the ABL Claimholders, on the Collateral sold or disposed of in connection therewith, shall be automatically, unconditionally and Proposed Settlement Class Members acknowledge simultaneously released; provided that the covenants and promises made by Novartis herein constitute adequate consideration provisions of Section 3.3 shall continue, to the extent such Section is applicable at the time of such sale, transfer or other disposition; provided, further that, to the extent the Proceeds of such Notes Priority Collateral are not applied to reduce Note Obligations, the ABL Agent shall retain a Lien on such Proceeds in exchange for accordance with the Released Claims. 5.4 Nothing in terms of this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based Agreement. The ABL Agent, on or arising out of events occurring after the Preliminary Approval Date by the Court behalf of the Settlement Agreement. Nor ABL Claimholders, promptly shall anything in this Settlement Agreement be construed execute and deliver to bar any claims of Proposed Settlement Class Members the Notes Agent or such Grantor such termination statements, releases and other documents as the Class Representatives based on Notes Agent or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)such Grantor may request to effectively confirm such release.

Releases. 5.1 Upon 12.1 By executing this Agreement, the Parties acknowledge that, upon both the entry of the Final Approval Order by the Court, and the passing of the Effective Date Date, the Action shall be dismissed with prejudice, and all Released Claims shall thereby be conclusively settled, compromised, satisfied, and released as to the Released Parties. The Final Approval Order shall provide for and effect the full and final release, by the Releasing Parties, of all Released Claims, consistent with the terms of this Agreement. The relief provided for in this Agreement shall be the sole and exclusive remedy for any and all claims of Settlement Agreement, in consideration for Class Members against the agreements by Released Parties related to the Released Claims. 12.2 The Releasing Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise fully release and forever discharge the Released Parties (as defined above) from each any and every all actual, potential, filed, known or unknown, fixed or contingent, claimed or unclaimed, suspected or unsuspected, asserted or unasserted, claims, demands, liabilities, rights, debts, obligations, liens, contracts, agreements, judgments, actions, suits, causes of action, contracts or agreements, extra contractual claims, damages, punitive, exemplary or multiplied damages, 12.3 Nothing herein is intended to release: any claims that any governmental agency or governmental actor has against the Released Claim (as defined Parties, any claims asserted for acts or omissions outside of the Class Period or any claims on behalf of any other entity other than the Releasing Parties. 12.4 Without limiting the foregoing, the Released Claims specifically extend to and include claims that the Releasing Parties do not know or suspect to exist in Paragraph 2.20 above)their favor at the time that the Settlement, and shall forever be barred and enjoined from initiatingthe releases contained herein, continuingbecomes effective, filing or otherwise prosecuting including, without limitation, any Released Claim that if known, might have affected the Releasing Parties’ settlement with and release of the Releasees, or might have affected a decision not to object to or Opt-Out of this Settlement (the “Unknown Claims”). This paragraph constitutes a waiver of, without limitation 12.5 The Releasing Parties understand and acknowledge the significance of these waivers of section 1542 of the California Civil Code and any other applicable federal or state statute, case law, rule, or regulation relating to limitations on releases. In connection with such waivers and relinquishment, the Releasing Parties acknowledge that they are aware that they may hereafter discover facts in addition to, or different from, those facts that they now know or believe to be true with respect to the subject matter of the Action and the Settlement, but that it is their intention to release fully, finally and forever all Released Claims with respect to the Released Parties, and in furtherance of such intention, the release of the Released Claims will be and remain in effect notwithstanding the discovery or existence of any such additional or different facts at any time. 12.6 Each of the Releasing Parties shall forever refrain, whether directly or indirectly, from instituting, filing, maintaining, prosecuting, assisting with or continuing any suit, action, claim, or proceeding against any of the Released Parties and their counsel, whether or not the claims in connection with any of the Proposed Settlement Released Claims (a “Precluded Action”). If any of the Releasing Parties does institute, file, maintain, prosecute, or continue any such Precluded Action, Plaintiffs and Class Members Counsel shall cooperate with the efforts of any of the Released Parties to obtain dismissal with prejudice. The releases provided for herein shall be a complete defense to, and will preclude, any Released Claim in any suit, action, claim, or proceeding. The Final Approval Order shall further provide for and effect the release of all known or unknown claims (including Unknown Claims) actions, causes of action, claims, administrative claims, demands, debts, damages, costs, attorney’s fees, obligations, judgments, expenses, compensation, or liabilities, in law or in equity, contingent or absolute, that the Released Parties now have been approvedagainst Plaintiffs, allowedClass Representatives, substantiated or rejected. Unless a Named Plaintiff Class Counsel, by reason of any act, omission, harm, matter, cause, or Proposed Settlement Class Member opts event whatsoever arising out of the Settlement pursuant initiation, prosecution, or settlement of the Action, except with respect to Paragraph 10.28 belowany breach of the terms of this Agreement by any of Plaintiffs, this Release shall apply whether Class Representatives, or not such individual has executed and delivered a Claim Form or otherwise actively participated in the SettlementClass Counsel. 5.2 Every Proposed Settlement Class Member12.7 The Court shall retain jurisdiction over the Parties and this Agreement with respect to the future performance of the terms of this Agreement, as defined above (except for those who opt out pursuant and to Paragraph 10.28 below), shall be deemed to assure that all payments and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other actions required of any and all rights they may have, and they hereby assume of the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members are properly made or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)taken.

Releases. 5.1 Upon the Effective Date The Note Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member a guarantor of the Proposed Settlement Class, on behalf Notes will be automatically released and discharged with respect to any series of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties Notes: (as defined abovea) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of (i) all of the true facts involvedassets of the Guaranteeing Subsidiary (including by way of merger, consolidation or with regard otherwise) to any facts which are now unknown a person that is not (either before or after giving effect to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge such transaction) the Company or a subsidiary of the Company; provided that the covenants requirements set forth in Section 2.04 hereto are satisfied or (ii) all of the Capital Stock of the Guaranteeing Subsidiary to a person that is not (either before or after giving effect to such transaction) the Company or a subsidiary of the Company; (b) upon covenant defeasance or satisfaction and promises discharge with respect to such series of Notes in accordance with Article Four of the Indenture; (c) if the Holders of a majority in aggregate principal amount of such series of Notes consent to such release, in accordance with Article Eleven of the Indenture; (d) if the Guaranteeing Subsidiary merges with and into the Company; (e) the Guaranteeing Subsidiary merges with and into any person that is or becomes a guarantor of the Notes; provided that the requirements set forth in Section 2.04 hereto are satisfied; or (f) upon the payment in full of the Guaranteed Obligations with respect to such series of Notes. In connection with any release of the Guaranteeing Subsidiary’s obligations under its Note Guarantee with respect to a series of Notes pursuant to clause (a) above upon delivery by the Company to the Trustee of an Opinion of Counsel and an Officers’ Certificate to the effect that such release was made in accordance with the provisions of the Indenture, the Trustee will execute any documents reasonably required by Novartis herein constitute adequate consideration the Company or the Guaranteeing Subsidiary in exchange order to evidence the release of the Guaranteeing Subsidiary from its obligations under its Note Guarantee with respect to such series of Notes. The Company shall give the Holders of the Notes of such series prompt notice of any such release. Until such time as the Guaranteeing Subsidiary is released from its obligations under its Note Guarantee in respect of the applicable series of Notes as provided in this Section 2.05, such Guaranteeing Subsidiary will remain liable for the Released ClaimsGuaranteed Obligations with respect to such series of Notes. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon An Unsecured Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged without the Effective consent of Holders of Unsecured Notes and each Guarantor and its obligations under the Unsecured Notes Guarantee will be released and discharged upon: (1) the sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) of (x) the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) is made in compliance with this Unsecured Indenture; (2) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.07 hereof and the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Unsecured Notes pursuant to Section 4.16 hereof, the release or discharge of this Settlement Agreementthe Guarantee by such Guarantor of Indebtedness of the Issuer or any Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in consideration for each case, that resulted in the agreements obligation to guarantee the Unsecured Notes, except by reason of payment under or the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member termination or repayment of the Proposed Settlement Class, on behalf New Cash Flow Credit Agreement or if a release or discharge is by or as a result of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact payment in connection with the true facts involvedenforcement of remedies under such other Guarantee; (4) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the Issuer’s Obligations under this Unsecured Indenture are discharged (including pursuant to a satisfaction and discharge of this Unsecured Indenture or through redemption or repurchase of all of the Unsecured Notes or otherwise) in accordance with regard the terms of this Unsecured Indenture; (5) the release or discharge of the Guarantee by, or direct obligation of, such Guarantor of the Obligations under the New Cash Flow Credit Agreement, except by reason of payment under or the termination or repayment of the New Cash Flow Credit Agreement or if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation; (6) such Guarantor becoming an Excluded Subsidiary; (7) such Guarantor ceasing to be a Wholly Owned Subsidiary of the Issuer, including as a result of any facts which foreclosure of any pledge or security interest securing Indebtedness or any exercise of remedies in respect thereof; provided that such Guarantor shall only be released if such Subsidiary becomes a non-Wholly Owned Subsidiary pursuant to a transaction where such Subsidiary becomes a bona fide joint venture where the other person taking an equity interest in such Subsidiary is not an Affiliate of Holdings (other than as a result of such joint venture); (8) the Unsecured Note Guarantees are now unknown unconditionally released and discharged pursuant to them.Section 4.19 hereof; or 5.3 (9) such Guarantor is released pursuant to clause (8) of Section 9.02. In connection with any release under Section 10.07 above, upon delivery by the Issuer to the Trustee of an Officer’s Certificate and Opinion of Counsel to the effect that all conditions precedent provided for in this Unsecured Indenture to such release have been complied with, the Trustee will execute any documents reasonably requested by the Issuer in order to evidence the release of any Guarantor from its obligations under its Unsecured Note Guarantee. The Parties and Proposed Settlement Class Members acknowledge that Net Proceeds of such sale or other disposition shall be applied, if required, in accordance with the covenants and promises made by Novartis herein constitute adequate consideration applicable provisions of this Unsecured Indenture. Any Guarantor not released from its obligations under its Unsecured Note Guarantee as provided in exchange this Section 10.07 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest on, the Unsecured Notes and for the other obligations of any Guarantor under this Unsecured Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon (a) If, at any time any Grantor or any First-Lien Secured Party delivers notice to the Effective Date of this Settlement AgreementDesignated Junior-Lien Collateral Agent with respect to any specified Shared Collateral (including for such purpose, in consideration for the agreements case of the sale or other disposition of all or substantially all of the equity interests in any Subsidiary, any Shared Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (i) such specified Shared Collateral has been or is being sold, transferred or otherwise disposed of in connection with a Disposition by the Parties and other good and valuable consideration, owner of such Shared Collateral in a transaction permitted under the receipt and sufficiency of which First-Lien Debt Documents; or (ii) the First-Liens thereon have been or are being released in connection with a Subsidiary that is hereby acknowledged, all Named Plaintiffs and each and every member of released from its guarantee under the Proposed Settlement Class, First-Lien Debt Documents; or (iii) the First-Liens thereon have been or are being otherwise released as permitted by the First-Lien Debt Documents or by the Applicable First-Lien Collateral Agent on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released First-Lien Secured Parties (as defined aboveunless, in the case of clause (ii) from each or (iii) of this Section 5.1(a) such release occurs in connection with, and every Released Claim after giving effect to, a Discharge of First-Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Shared Collateral by the First-Lien Secured Parties (as defined such discharge not in Paragraph 2.20 aboveconnection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First-Lien Obligations, a “Payment Discharge”)), then the Junior-Lien upon such Shared Collateral will automatically be released and shall forever be barred discharged as and enjoined from initiatingwhen, continuingbut only to the extent, filing or otherwise prosecuting any Released Claim against any of the Released Parties such Liens on such Shared Collateral securing First-Lien Obligations are released and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated discharged (provided that in the Settlement. 5.2 Every Proposed Settlement Class Membercase of a Payment Discharge, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge Liens on any Shared Collateral disposed of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involvedsatisfaction in whole or in part of First-Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First-Lien Obligations or otherwise in accordance with the Junior-Lien Debt Documents shall be subject to Junior-Liens and shall be applied pursuant to Section 4.1). Upon delivery to the Designated Junior-Lien Collateral Agent of a notice from the Applicable First-Lien Collateral Agent stating that any such release of Liens securing or supporting the First-Lien Obligations has become effective (or shall become effective upon the Designated Junior-Lien Collateral Agent’s release), the Designated Junior-Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the Applicable First-Lien Collateral Agent in connection with regard to such release (and shall be prepared by the Applicable First-Lien Collateral Agent). In the case of the sale of capital stock of a Subsidiary or any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that other transaction resulting in the covenants and promises release of such Subsidiary’s guarantee under the First-Lien Debt Documents in accordance with the Credit Agreement, the guarantee in favor of the Junior-Lien Secured Parties, if any, made by Novartis herein constitute adequate consideration in exchange for such Subsidiary will automatically be released and discharged as and when, but only to the Released Claimsextent, the guarantee by such Subsidiary of First-Lien Obligations is released and discharged. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) If, at any time any Grantor or the Effective Date holder of this Settlement any Senior Lender Claim delivers notice to each Second-Priority Agent that any specified Security Property (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Security Property in a transaction permitted under the Senior Credit Agreement, the Indenture and each other Second-Priority Document (if any); or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in consideration for favor of the agreements by Second-Priority Secured Parties upon such Security Property will automatically be released and discharged as and when, but only to the Parties extent, such Liens on such Security Property securing Senior Lender Claims are released and discharged. Upon delivery to each Second-Priority Agent of a notice from the Intercreditor Agent stating that any release of Liens securing or supporting the Senior Lender Claims has become effective (or shall become effective upon each Second-Priority Agent’s release), each Second-Priority Agent will at the Company’s expense promptly execute and deliver such instruments, releases, termination statements or other good documents confirming such release on customary terms and valuable considerationwithout representation or warranty. In the case of the sale of all or substantially all of the capital stock of a Grantor or any of its Subsidiaries, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member guarantee in favor of the Proposed Settlement ClassSecond-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Senior Lender Claims is released and discharged. (b) Each Second-Priority Agent, for itself and on behalf of themselveseach applicable Second-Priority Secured Party, their heirs, executors, administrators, predecessors, successors hereby irrevocably constitutes and assigns shall hereby release, remise appoints the Intercreditor Agent and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing any officer or otherwise prosecuting any Released Claim against any agent of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released ClaimsIntercreditor Agent, with full knowledge power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each Second-Priority Agent or such holder or in the Intercreditor Agent’s own name, from time to time, for the purpose of carrying out the terms of this Section 5.1, to take any and all rights they may haveappropriate action and to execute any and all documents and instruments to accomplish the purposes of this Section 5.1, and they hereby assume the risk including any termination statements, endorsements or other instruments of any mistake in fact in connection with the true facts involved, transfer or with regard to any facts which are now unknown to themrelease. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon 3.1 This Agreement settles in full any Claims or causes of action that the Effective Date Merck Party and BioMarin Parties, on the one hand, and the Par Parties, on the other hand, have against the other relating to the New Jersey Litigation, the Licensed Patents, the Par ANDA Products, and/or the Par ANDAs. 3.2 In consideration of the mutual execution of this Settlement AgreementAgreement and upon the terms and subject to the conditions of this Agreement and the Dismissal Orders, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement ClassBioMarin, on behalf of themselvesthe BioMarin Parties, their heirsand the Merck Party, executorshereby fully, administrators, predecessors, successors finally and assigns shall hereby irrevocably release, remise acquit and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Par Parties and their counselcustomers, whether or not importers, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the claims Securities and Exchange Commission pursuant to Rule 24b-2 of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out Securities Exchange Act of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member1934, as defined above (except for those who opt out pursuant to Paragraph 10.28 below)amended. manufacturers, shall be deemed to distributors, licensors, suppliers, insurers and shall have knowingly each of their predecessors and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of successors from any and all rights they may Claims that the BioMarin Parties or the Merck Party have, and they hereby assume may have had, might have asserted, may now have or assert, or may hereafter have or assert that are reasonably related to the risk New Jersey Litigation. Notwithstanding anything in the foregoing to the contrary, the release in this Section 3.2 will not apply to any claims that arise from or relate to any breach of any mistake in fact in connection with the true facts involvedrepresentation, warranty, obligation, or with regard other term or condition of this Agreement. 3.3 In consideration of the mutual execution of this Agreement and upon the terms and subject to the conditions of this Agreement and the Dismissal Orders, Par, on behalf of the Par Parties, hereby fully, finally and irrevocably releases, acquits and forever discharges the BioMarin Parties, the Merck Party, and their respective customers, importers, manufacturers, distributors, licensors, suppliers, insurers and each of their predecessors and successors from any and all Claims that the Par Parties have, may have had, might have asserted, may now have or assert, or may hereafter have or assert that are reasonably related to the New Jersey Litigation. Notwithstanding anything in the foregoing to the contrary, the release in this Section 3.3 will not apply to any facts which are now unknown claims that arise from or relate to themany breach of any representation, warranty, obligation, or other term or condition of this Agreement. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon The Note Guarantee of a Subsidiary Guarantor (other than the Effective Date Note Guarantee of this Settlement Agreement, Sappi International SA in consideration for the agreements by the Parties case of clause (ix)) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf Parent in the case of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties clauses (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 aboveiv), (v) and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), vii) shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact : (i) in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary if such sale or other disposition does not violate Section 4.10 hereof; (ii) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary, if such sale or other disposition does not violate Section 4.10 hereof and that Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition; (iii) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary pursuant to the terms of this Indenture; (iv) as described in Article 9; (v) upon the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes; (vi) upon the release or discharge of the Note Guarantee by such Subsidiary Guarantor of the Indebtedness that resulted in the creation of such Note Guarantee pursuant to Section 4.16 hereof (but not the release of any Note Guarantee in effect on the Issue Date); (vii) upon Legal Defeasance or Covenant Defeasance as provided for in Article 8 or satisfaction and discharge of this Indenture as provided in Article 12, respectively; (viii) upon the solvent liquidation or winding up of a Subsidiary Guarantor; (ix) if on any date following the Issue Date the Notes have achieved Investment Grade Status, the Issuer has delivered a written notice thereof to the Trustee and no Default has occurred and is continuing under the Indenture as of the date of delivery of such notice; or (x) in connection with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date an enforcement sale by the Court Security Agent in accordance with the terms of the Settlement Intercreditor Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date (a) The Subsidiary Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), Guarantor shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact released automatically: (1) in connection with any sale or other disposition of all or substantially all of the true facts involvedassets 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 Company or a Subsidiary of the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if following such sale or other disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of the Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof; (4) upon the dissolution of a Guarantor that is permitted under this Supplemental Indenture; or (5) otherwise with regard respect to the Guarantee of any facts which are now unknown Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding; (B) if the Company has Indebtedness outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to themtime) at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the Holders of all other Indebtedness of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness outstanding under the Credit Agreement (as amended, restated, modified, renewed, refunded, replaced or refinanced from time to time) at that time, upon the release of such Guarantor’s Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness of the Company at that time outstanding. 5.3 (b) The Parties Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and Proposed Settlement Class Members acknowledge discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the covenants and promises action or event giving rise to the applicable release has occurred or was made by Novartis herein constitute adequate consideration the Company in exchange accordance with the provisions of this Supplemental Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium, if any, and interest on, the Notes and for the other obligations of any Guarantor under the Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon (a) If, at any time any Grantor or the Effective Date holder of this Settlement Agreementany First Lien Claim delivers notice to the Second Lien Agent that any specified Common Collateral (including for such purpose, in consideration for the agreements case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the Parties owner of such Common Collateral in a transaction permitted under the First Lien Credit Agreement and other good the Second Lien Indenture; or (ii) (x) during the existence of any Event of Default under (and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined abovein) from each and every Released Claim the First Lien Credit Agreement to the extent the First Lien Agent has consented to such sale, transfer or disposition, or (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact y) in connection with the true facts involvedenforcement or exercise of any rights or remedies with respect to the Collateral permitted hereunder; or (iii) or is otherwise released as permitted by the First Lien Credit Agreement (other than a release upon the Discharge of First Lien Claims), then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second Lien Secured Parties upon such Collateral (excluding any portion of such Collateral or proceeds of such Collateral (if any) remaining after the Discharge of First Lien Claims and not disposed of in connection therewith) will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing First Lien Claims are released and discharged. Upon delivery to the Second Lien Agent of a notice from the First Lien Agent stating that any release of Liens securing or supporting the First Lien Claims has become effective (or shall become effective upon the Second Lien Agent’s release) (whether in connection with regard a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), the Second Lien Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of SSC. In the case of the sale of all or substantially all of the capital stock of a Grantor or any facts which are now unknown of its Subsidiaries, the guarantee in favor of the Second Lien Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to themthe extent, the guarantee by such Grantor or Subsidiary of First Lien Claims is released and discharged. 5.3 (b) The Parties Second Lien Agent, for itself and Proposed Settlement Class Members acknowledge on behalf of each Second Lien Secured Party, hereby irrevocably constitutes and appoints the First Lien Agent and any officer or agent of the First Lien Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Agent or such holder or in the First Lien Agent’s own name, from time to time in the First Lien Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) In the event that the covenants aggregate principal amount of loans outstanding under the First Lien Documents, at any time, is less than 15% of the sum of such amount and promises made the aggregate principal amount of the Indebtedness outstanding under the Second Lien Documents, then any release or discharge with respect to the Common Collateral (other than a release or discharge contemplated by Novartis herein constitute adequate consideration Section 5.1(a)(i) or Section 5.1(a)(ii) above) shall require the consent of the holders of First Lien Claims and Second Lien Claims representing in exchange for the Released Claimsaggregate more than 50% of the sum of (i) the aggregate principal amount of loans outstanding under the First Lien Documents and (ii) the aggregate principal amount of the Indebtedness outstanding under the Second Lien Documents. 5.4 Nothing (d) Unless and until the Discharge of First Lien Claims has occurred, the Second Lien Agent, for itself and on behalf of each Second Lien Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of Common Collateral or other collateral to the repayment of First Lien Claims pursuant to the First Lien Credit Agreement; provided that nothing in this Settlement Agreement Section 5.1(d) shall be construed to bar any claims prevent or impair the rights of Proposed Settlement Class Members the Second Lien Agent or the Class Representatives based on or arising out Second Lien Secured Parties to receive proceeds in connection with the Second Lien Claims not otherwise in contravention of events occurring after the Preliminary Approval Date by the Court of the Settlement this Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date of this Settlement Agreement(a) Each Collateral Agent, in consideration for the agreements by the Parties itself and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselveseach Senior Secured Party with respect to its Series of Senior Obligations, their heirsagrees that, executorsin the event of a sale, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties transfer or other disposition of any specified item of Shared Collateral (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing including all or otherwise prosecuting any Released Claim against any substantially all of the Released Parties and their counsel, whether or not the claims equity interests of any subsidiary of the Proposed Settlement Class Members have been approvedBorrower) other than a release granted upon or following a Discharge, allowedthe Liens granted to the Collateral Agents and Senior Secured Parties upon such Shared Collateral to secure each Series of Senior Obligations shall terminate and be released, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out automatically and without any further action, concurrently with the termination and release of all Liens granted upon such Shared Collateral to secure the Settlement pursuant to Paragraph 10.28 belowControlling Senior Obligations; provided that, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge case of any and all rights they may havesuch sale, and they hereby assume the risk transfer or other disposition of Shared Collateral (other than any mistake in fact sale, transfer or other disposition in connection with the true facts involvedenforcement or exercise of any rights or remedies with respect to the Shared Collateral in accordance with this Agreement), the Liens granted to secure the Senior Obligations of any Series shall not be so released if such sale, transfer or other disposition is not permitted under the terms of any extant Senior Credit Document relating thereto having restrictions on such sale, transfer or other disposition not more restrictive than those set forth in the Initial Credit Agreement). Upon delivery to a Collateral Agent of a certificate of an authorized officer of the applicable Grantor (which each Grantor hereby agrees to deliver) stating that any such termination and release of Liens securing the Controlling Senior Obligations has become effective (or shall become effective concurrently with regard such termination and release of the Liens securing each other Series of Senior Obligations) and any necessary or proper instruments of termination or release prepared by the Borrower or any other Grantor, each such Collateral Agent will promptly execute, deliver or acknowledge, at the Borrower’s or the other Grantor’s sole cost and expense, such instruments to any facts which are now unknown to them. 5.3 The Parties evidence such termination and Proposed Settlement Class Members acknowledge that release of the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Liens. Nothing in this Settlement Agreement shall Section 2.04(a) will be construed deemed to bar affect any claims agreement of Proposed Settlement Class Members a Collateral Agent, for itself and on behalf of the Senior Secured Parties under its Series of Senior Obligations, to release the Liens on any collateral as set forth in the relevant Senior Credit Documents. (b) Each Collateral Agent, for itself and on behalf of each Senior Secured Party under its Series of Senior Obligations, hereby irrevocably constitutes and appoints the Designated Collateral Agent and any officer or agent of the Designated Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Collateral Agent or such Senior Secured Party or in the Designated Collateral Agent’s own name, from time to time in the Designated Collateral Agent’s discretion, for the purpose of carrying out the terms of Section 2.04(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of Section 2.04(a), including any termination statements, endorsements or other instruments of transfer or release. (c) Notwithstanding anything to the contrary in any Senior Credit Document, in the event the terms of the Senior Credit Document for at least two Series of Senior Obligations each require any Grantor (i) to make payment in respect of any item of Shared Collateral, (ii) to deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or make an assignment of ownership of any Shared Collateral or the Class Representatives based on rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or arising out other Person acting in a similar capacity to agree to comply, in respect of events occurring after any item of Shared Collateral, with instructions or orders from, or to treat, in respect of any item of Shared Collateral, as the Preliminary Approval Date entitlement holder, (v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to the control of or, in respect of any item of Shared Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Shared Collateral is located or waivers or subordination of rights with respect to any item of Shared Collateral in favor of, in any case, both (x) the Designated Senior Representative or the Designated Senior Collateral Agent and (y) any other Senior Representative, Senior Collateral Agent or Senior Secured Party, such Grantor may, until the applicable Discharge of Senior Obligations has occurred, comply with such requirement under such Senior Credit Document as it relates to such Shared Collateral by the Court taking any of the Settlement Agreement. Nor shall anything actions set forth above only with respect to, or in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or favor of, the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Designated Collateral Agent.

Releases. 5.1 Upon 7.1 As of the Effective Date of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledgedDate, all Named Plaintiffs Settlement Class Members and each and every member of the Proposed all Settlement ClassClass Representatives, on behalf of themselves, their heirs, assigns, executors, administrators, predecessors, successors and assigns shall Successors, and any other person purporting to claim on their behalf, hereby releaseexpressly, remise generally, absolutely, and forever unconditionally release and discharge any and all Released Claims against the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above)Parties, and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of their current, former, and future Affiliates, Parents, Subsidiaries, representatives, officers, agents, directors, employees, contractors, vendors, insurers, Successors, assigns, and attorneys, except for claims relating to the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out enforcement of the Settlement pursuant or this Agreement. 7.2 The Parties understand that if the facts upon which this Agreement is based are found hereafter to Paragraph 10.28 belowbe different from the facts now believed to be true, each Party expressly assumes the risk of such possible difference in facts, and agrees that this Agreement, including the releases contained herein, shall remain effective notwithstanding such difference in facts. The Parties agree that in entering this Agreement, it is understood and agreed that each Party relies wholly upon its own judgment, belief, and knowledge and that each Party does not rely on inducements, promises, or representations made by anyone other than those embodied herein. Notwithstanding any other provision of this Agreement (including, without limitation, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 belowSection), nothing in this Agreement shall be deemed to and shall have knowingly and voluntarily waivedin any way impair, releasedlimit, discharged and dismissed or preclude the Parties’ rights to enforce any provision of this Agreement, or any court order implementing this Agreement, in a manner consistent with the terms of this Agreement. 7.3 The Parties agree that the Released Claims, with full knowledge of Parties will suffer irreparable harm if any and all rights they may haveSettlement Class Member asserts any Released Claims against any Released Parties, and they hereby assume that in that event, the risk Released Parties may seek an injunction as to such action without further showing of irreparable harm in this or any mistake in fact in connection other forum. 7.4 Promptly after the Effective Date, Class Counsel and the Settlement Class Representatives shall dismiss with the true facts involvedprejudice all claims, actions, or with regard proceedings that are released pursuant to any facts which are now unknown to themthis Agreement. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) The Note Guarantee of a Guarantor will automatically and unconditionally terminate and release (and thereupon will terminate and discharge and be of no further force and effect) upon: (1) a sale or other disposition (including by way of consolidation or merger) of ownership interests in the Effective Date Guarantor (directly or through a parent company) (A) such that the Guarantor does not remain a Restricted Subsidiary, (B) the sale or disposition of this Settlement Agreement, in consideration for all or substantially all the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member assets of the Proposed Settlement ClassGuarantor (other than to the Company or a Restricted Subsidiary) or (C) the Investment of the ownership interests in the Guarantor in a Fund Co-Investment Vehicle or its Restricted Subsidiaries in connection with an Investment pursuant to clause (23) of the definition of “Permitted Investments,” in each case, on behalf otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of themselvesthe Guarantor as an Unrestricted Subsidiary; (3) defeasance or discharge of the Notes, their heirsas provided in Article 8 and Article 10, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge respectively; (4) in accordance with the Released Parties provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (as defined above5) from each and every Released Claim (as defined in Paragraph 2.20 abovethe case of any Restricted Subsidiary that after the Issue Date is required to Guarantee the Notes pursuant to Section 4.12(a), and shall forever be barred and enjoined from initiating, continuing, filing upon the release or otherwise prosecuting any Released Claim against any discharge of the Released Parties guarantee of Indebtedness by such Restricted Subsidiary that resulted in the obligation to Guarantee the Notes; provided that no Event of Default would arise as a result and their counsel, whether or such Restricted Subsidiary does not the claims guarantee any other Public Debt of the Proposed Settlement Class Members have been approved, allowed, substantiated Company or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement.any Guarantor; 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact 6) in connection with the true facts involvedimplementation of a Permitted Reorganization; (7) in accordance with the provisions of Article 9; or (8) with respect to an entity that is not a successor ▇▇▇▇▇▇▇▇▇, or with regard to any facts which are now unknown to themas a result of a transaction permitted by Section 5.01. 5.3 The Parties (b) Upon any occurrence giving rise to a release of a Note Guarantee as specified in Sections 11.04(a)(1) through (8), the Trustee, subject to receipt of certain documents from the Issuer and/or any Guarantor requested pursuant to the terms of this Indenture and Proposed Settlement Class Members acknowledge at the expense of the Issuer, will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Note Guarantee. No release and discharge of the Note Guarantee will be effective against the Trustee or the Holders until the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to such release and discharge have been satisfied and that such release and discharge is authorized and permitted under this Indenture and the covenants Trustee shall be entitled to rely on such Officers’ Certificate and promises made by Novartis herein constitute adequate consideration Opinion of Counsel absolutely and without further enquiry. Neither the Issuer, the Trustee nor any Guarantor will be required to make a notation on the Notes to reflect any such release, discharge or termination. (c) Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 11.04 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 11.

Releases. 5.1 Upon (a) If, at any time any Grantor, the Effective Date First-Priority Collateral Agent or the holder of this Settlement Agreementany First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, in consideration for the agreements transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction (1) not prohibited by any First-Priority Credit Document or to which the First-Priority Collateral Agent has consented in accordance with the First-Priority Documents and (2) not prohibited by any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent the First-Priority Collateral Agent has consented to such sale, transfer or disposition, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon (i) delivery to each Second-Priority Representative of a notice from the First-Priority Collateral Agent stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), and (ii) in the case of the Notes Collateral Agent, delivery of such certificates and other good documents required to be delivered under the Notes Documents, whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and valuable considerationdeliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member guarantee in favor of the Proposed Settlement ClassSecond-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged. (b) Each Second-Priority Representative, for itself and on behalf of themselveseach applicable Second-Priority Secured Party, their heirs, executors, administrators, predecessors, successors hereby irrevocably constitutes and assigns shall hereby release, remise appoints the First-Priority Collateral Agent and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing any officer or otherwise prosecuting any Released Claim against any agent of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released ClaimsFirst-Priority Collateral Agent, with full knowledge power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each Second-Priority Representative or such holder or in the First-Priority Collateral Agent’s own name, from time to time in the First-Priority Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby consents to the application, whether prior to or after a default, of Deposit Account Collateral or proceeds of Common Collateral to the repayment of First-Priority Obligations pursuant to the First-Priority Documents; provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights they may have, and they hereby assume of the risk of any mistake in fact Second-Priority Representatives or the Second-Priority Secured Parties to receive proceeds in connection with the true facts involved, or with regard to any facts which are now unknown to themSecond-Priority Obligations not otherwise in contravention of this Agreement. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date The Note Guarantee of this Settlement Agreementa Guarantor will terminate upon: (1) a sale or other disposition (including by way of stock issuance, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member consolidation or merger) of the Proposed Settlement ClassCapital Stock of such Guarantor after which such Guarantor is not a Restricted Subsidiary or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Article 8 and Article 12 hereof; (4) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of the proviso of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; (5) to the extent such Guarantor is also a guarantor or borrower under the Credit Agreement as in effect on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties Issue Date at the time it (as defined abovex) has been released from each and every Released Claim (as defined in Paragraph 2.20 above)its guarantee of, and shall forever be barred all pledges and enjoined from initiatingsecurity, continuingif any, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact granted in connection with the true facts involved, Credit Agreement (except a release by or with regard as a result of a payment thereon) and (y) to any facts which are now unknown the extent such Guarantor was required to them.provide a Note Guarantee pursuant to Section 4.17 hereof upon the release or discharge of the guarantee of such Guarantor of each of the obligations of the Company or its Restricted Subsidiaries that gave rise to the requirement to provide such Note Guarantee or the repayment of each of the obligations of the Company or its Restricted Subsidiaries that gave rise to the obligation to provide such Note Guarantee; or 5.3 The Parties and Proposed Settlement Class Members acknowledge (6) upon the achievement of Investment Grade Status by the Notes; provided that such Note Guarantee shall be reinstated upon the covenants and promises made by Novartis herein constitute adequate consideration Reversion Date. Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 11.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 11.

Releases. 5.1 Upon the Effective Date of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable considerationNotwithstanding Section 12.04(9) hereof, the receipt and sufficiency Note Guarantee of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties a Guarantor will be released: (as defined above1) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of all or substantially all of the true facts involvedassets 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) Eldorado or a Restricted Subsidiary of Eldorado, if the sale or other disposition does not violate Sections 3.10 or 4.10 hereof; (2) in connection with regard any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Eldorado or a Restricted Subsidiary of Eldorado, if the sale or other disposition does not violate Sections 3.10 or 4.10 hereof and the Guarantor ceases to be a Restricted Subsidiary of Eldorado as a result of the sale or other disposition; (3) if Eldorado designates any facts which Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.19 hereof; (4) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or Satisfaction and Discharge of this Indenture in accordance with Article 11 hereof; or (5) upon the dissolution of a Guarantor if its assets are now unknown distributed to them. 5.3 The Parties the Issuers or another Guarantor. Upon delivery to the Trustee of an Officer’s Certificate and Proposed Settlement Class Members acknowledge Opinion of Counsel to the effect that the covenants and promises made conditions set forth in clauses (1) through (5) hereof, as applicable, have been satisfied, the Trustee, at Eldorado’s expense, will execute any documents reasonably requested by Novartis herein constitute adequate consideration Eldorado to evidence the release of the applicable Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon (a) The Guarantees will be released: (1) with respect to a Guarantor, upon the Effective Date sale or disposition (including through merger, consolidation, amalgamation or other combination) or conveyance, transfer or lease of the Capital Stock, or all or substantially all of the assets, of the Guarantor (or a Holding Company thereof) if such sale is made in compliance either with Sections 4.10 or Section 5.01 hereof (and, in the latter instance, such covenant authorizes such release); (2) as provided in the Intercreditor Agreement or any Additional Intercreditor Agreement; (3) upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Settlement AgreementIndenture as provided in Article 8 or 12 hereof, in consideration each case, in accordance with the terms and conditions of this Indenture; (4) with respect to a Guarantor, upon the designation by the Issuer of the Guarantor (or a Holding Company thereof) as an Unrestricted Subsidiary in compliance with the terms of this Indenture; (5) upon full and final payment and performance of all obligations of the Issuer under this Indenture and the Notes; or (6) with respect to a Guarantor, as described under Section 9.02 hereof. (b) Upon any occurrence giving rise to a release of a Guarantee as specified above and the delivery by the Issuer of the Officers’ Certificate and the Opinion of Counsel pursuant to Section 13.03 hereof, the Trustee or the Security Agent, as applicable, will execute any documents required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Neither the Issuer nor any Guarantor will be required to make a notation on the Notes to reflect any such release, termination or discharge. (c) Any Guarantor not released from its obligations under its Guarantee as provided in this Section 11.05 will remain liable for the agreements by the Parties full amount of principal of, premium on, if any, interest and other good and valuable considerationAdditional Amounts, if any, on, the receipt Notes and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of for the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other Obligations of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 11.

Releases. 5.1 Upon The Note Guarantee of a Subsidiary Guarantor (other than the Effective Date Note Guarantee of this Settlement Agreement, Sappi International SA in consideration for the agreements by the Parties case of clause (ix)) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf Parent in the case of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties clauses (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 aboveiv), (v) and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), vii) shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact : (i) in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary if such sale or other disposition does not violate Section 4.10 hereof; (ii) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary, if such sale or other disposition does not violate Section 4.10 hereof and that Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of such sale or other disposition; (iii) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary pursuant to the terms of this Indenture; (iv) as described in Article 9; (v) upon the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes; (vi) upon the release or discharge of the Note Guarantee by such Subsidiary Guarantor of the Indebtedness that resulted in the creation of such Note Guarantee pursuant to Section 4.16 hereof (but not the release of any Note Guarantee in effect on the Issue Date); (vii) upon Legal Defeasance or Covenant Defeasance as provided for in Article 8 or satisfaction and discharge of this Indenture as provided in Article 12, respectively; (viii) upon the solvent liquidation or winding up of a Subsidiary Guarantor; (ix) if on any date following the Issue Date the Notes have achieved Investment Grade Status, the Issuer has delivered a written notice thereof to the Trustee and no Default has occurred and is continuing under this Indenture as of the date of delivery of such notice; or (x) in connection with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date an enforcement sale by the Court Security Agent in accordance with the terms of the Settlement Intercreditor Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (i) The Lenders hereby irrevocably authorize the Effective Date Agent to, and the Agent shall, release any Liens granted to the Agent by the Loan Parties on any Pledged Collateral (i) upon the termination of the all Revolving Loan Commitments, the expiration or termination of all Facility LCs and payment and satisfaction in full in cash of all Secured Obligations (other than contingent indemnity obligations), (ii) constituting property being sold, transferred or otherwise disposed of if the Company certifies to the Agent that such sale, transfer or disposition is made in compliance with the terms of this Settlement AgreementAgreement (and the Agent may rely conclusively on any such certificate, without further inquiry) provided that after such release the Company remains in consideration for the agreements by the Parties and compliance with Section 6.21(c) or (iii) as required to effect any sale or other good and valuable consideration, the receipt and sufficiency disposition of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact Pledged Collateral in connection with any exercise of remedies of the true facts involvedAgent and the Lenders pursuant to this Agreement. Any such release shall not in any manner discharge, affect, or with regard to impair the Obligations or any facts which are now unknown to themLiens (other than those expressly being released) upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties. 5.3 (ii) The Parties Lenders hereby irrevocably authorize the Agent to, and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration Agent shall, in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims event of Proposed Settlement Class Members a sale, transfer or the Class Representatives based on or arising out other disposition of events occurring after the Preliminary Approval Date by the Court all of the Settlement Agreement. Nor shall anything Equity Interests of any Guarantor if the Company certifies to the Agent that such sale, transfer or disposition is made in compliance with the terms of this Settlement Agreement be construed (and the Agent may rely conclusively on any such certificate, without further inquiry), release such Guarantor from its obligations under the Domestic Subsidiary Guaranty, provided that (i) such Guarantor is concurrently released from any obligations it may have with respect to bar any claims of Proposed Settlement Class Members or Subordinated Indebtedness and Senior Note Indebtedness and (ii) after such release the Class Representatives based on or arising out of claims Company remains in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3compliance with Section 6.21(c).

Releases. 5.1 Upon 9.2.1 This IP Security Agreement is made for collateral purposes only. Subject to Section 9.2.2 below, at such time as the Effective Date Secured Obligations shall have been paid and performed in full and Grantor has no further obligations under or with respect to the Credit Agreements, the Collateral shall be automatically released from the Liens created hereby, and this IP Security Agreement and all obligations of Bank and Grantor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to Grantor. At the request and sole expense of Grantor following any such termination, Bank shall deliver to Grantor all termination statements, releases or other instruments as may be necessary or proper to revest in Grantor (without recourse to or warranty by Bank, except for encumbrances created by Bank, provided that no such recourse or warranty shall apply to any Collateral sold or otherwise disposed of by Bank pursuant to this Settlement IP Security Agreement) full title to the Collateral granted in this IP Security Agreement, subject to any acceptance or disposition of Collateral which may have been made by Bank pursuant to this IP Security Agreement. 9.2.2 This IP Security Agreement and the security interests granted herein shall remain in consideration for full force and effect and continue to be effective if at any time payment and performance of the agreements Secured Obligations, or any part thereof, is, pursuant to applicable law, avoided, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Parties and other good and valuable considerationSecured Obligations, whether as a “voidable preference,” “fraudulent conveyance” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is avoided, rescinded, reduced, restored or returned, the receipt Secured Obligations and sufficiency of which is hereby acknowledged, all Named Plaintiffs the security interests granted herein shall be reinstated and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), Secured Obligations shall be deemed to reduced only by such amount paid and not so avoided, rescinded, reduced, restored or returned. The provisions of this Section 9.2.2 shall have knowingly and voluntarily waived, released, discharged and dismissed survive repayment of all of the Released Claims, with full knowledge of any and all rights they may haveSecured Obligations, and they hereby assume the risk termination of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement IP Security Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)manner.

Releases. 5.1 (a) Upon the Effective Date execution of this Settlement Agreement, MESC shall deliver to SERI, SEI and Southern (collectively, the "Southern Parties") the executed Releases. The Releases shall be effective upon delivery; provided, however, if SEI acknowledges in consideration writing that it has breached (or is found in a final, non-appealable determination to have breached) its obligation under Section 4.3 or Section 4.5(b) to assign its rights to the GE Cogen Turbine, the GE Cogen Turbine Contract and ▇▇ ▇▇▇▇▇ LTSA to MESC ▇▇ ▇▇▇ ▇ogen Subsidiary, the R▇▇▇▇▇▇▇ shall be nullified and shall be of no force and effect. Notwithstanding the foregoing, and in the event that any Person granting a Release contends that SEI has breached its obligations under Section 4.3 or Section 4.5(b), nothing herein or in the Releases shall be construed as preventing such Person from filing suit or taking such other steps as may be necessary for the agreements limited purpose of avoiding the expiration of any applicable period of limitation prescribed by law, contract or otherwise while a determination is made whether SEI has breached such obligations, and such Person's rights to do so shall be fully preserved. In the event such a suit or other proceeding is commenced, and if SEI has not acknowledged in writing that it has breached its obligation under Section 4.3 or Section 4.5 (b) (and SEI has not been found in a final, non-appealable determination to have breached such obligations), then the parties agree that such suit or other proceeding shall be stayed until a final, binding determination has been made pursuant to the dispute resolution procedure set out in Article XV with respect to the claim that SEI has breached its obligations under Section 4.3 or Section 4.5(b), which determination shall be binding on the Person commencing the suit or other proceeding. (b) If the Committee and its members do not support the inclusion in the Plan of Reorganization for MESC and the Plan of Reorganization for MESH of releases of the Southern Parties referred to in clause (ii) of the definition of "Comprehensive POR" in Section 1.1, SERI and SEI may terminate this Agreement upon written notice to MESC and MESH; provided, however, that the Parties understand and agree that neither the confirmation of a Plan of Reorganization for MESC or a Plan of Reorganization for MESH, nor the effectiveness of the O&M Agreement or this Agreement, shall be conditioned upon the approval of such releases by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member Bankruptcy Court as part of the Proposed Settlement Class, on behalf Confirmation Order (or as part of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 aboveeither of such Plans), and shall forever be barred the Plan of Reorganization for MESC and enjoined from initiatingthe Plan of Reorganization for MESH approved by the Confirmation Order, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties O&M Agreement and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date effective even if such releases are not approved by the Bankruptcy Court as part of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims Confirmation Order (or as part of Proposed Settlement Class Members or the Class Representatives based on or arising out either of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3such Plans).

Releases. 5.1 Upon The Note Guarantee of a Subsidiary Guarantor will automatically terminate and be released upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Effective Date Subsidiary Guarantor, or the Capital Stock of this Settlement Agreementthe Subsidiary Guarantor such that the Subsidiary Guarantor is no longer a Restricted Subsidiary, in consideration a transaction that does not violate Section 4.10 hereof; (2) the sale or disposition of all or substantially all of the assets of the Subsidiary Guarantor; (3) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; (4) at such time as such Subsidiary Guarantor is no longer a Guarantor or other obligor with respect to any other Indebtedness of Holdings or the Company; (5) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Excluded Subsidiary; or (6) defeasance or discharge of the Notes in accordance with Article 8 or Article 11 hereof. In addition, if on any date following the Issue Date, the Notes are rated Investment Grade by at least two Rating Agencies and no Default or Event of Default shall have occurred and be continuing hereunder, then, beginning on that date, the Subsidiary Guarantors will be automatically released from their obligations under the Note Guarantees; provided, however, that within ten Business Days following a Reinstatement Date, each of the Restricted Subsidiaries who would have been required to Guarantee the Notes but for the agreements foregoing, will be required to execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the SettlementRestricted Subsidiary. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) The Notes Guarantee of a Guarantor will automatically terminate and be released: (1) upon a sale, exchange, transfer or other disposition (including by way of consolidation, merger, or amalgamation) of any Capital Stock of the Effective Date relevant Guarantor (whether by direct sale or sale of this Settlement Agreementa holding company of such Guarantor) as a result of which such Guarantor would no longer be a Restricted Subsidiary, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary), in consideration for each case if such sale, exchange, transfer or other disposition does not violate this Indenture, the agreements Intercreditor Agreement or any Additional Intercreditor Agreement; (2) upon the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary; (3) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Notes in accordance with this Indenture, as provided in Article 8 and Article 12, respectively; (4) upon the release of the Guarantor’s Guarantee of any Indebtedness that triggered such Guarantor’s obligation to guarantee the Notes under Section 4.13; provided that no other Indebtedness is at that time Guaranteed by the Parties and other good and valuable consideration, Guarantor that would result in the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member requirement that the Guarantor provide a Notes Guarantee pursuant to Section 4.13; (5) pursuant to the provisions of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties Intercreditor Agreement or any Additional Intercreditor Agreement; (6) as defined abovedescribed under Article 9; (7) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with a Permitted Reorganization; provided that the true facts involvedresulting, surviving or transferee Person is or becomes a Guarantor substantially concurrently with regard to any facts which are now unknown to themsuch Permitted Reorganization; (8) upon payment in full of principal and interest and all other obligations on the Notes; or (9) as a result of a transaction permitted by Article 5. 5.3 (b) The Parties Trustee shall, subject to receipt of an Opinion of Counsel and Proposed Settlement Class Members acknowledge that an Officer’s Certificate pursuant to this Indenture, take all necessary actions at the covenants reasonable request and promises made by Novartis herein constitute adequate consideration cost of the Company, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Notes Guarantee in exchange for accordance with these provisions, subject to customary protections and indemnifications. Each of the Released Claims. 5.4 Nothing in this Settlement Agreement releases set forth above shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date effected by the Court Trustee without the consent of the Settlement AgreementHolders and will not require any other action or consent on the part of the Trustee. Nor shall anything in this Settlement Agreement Neither the Trustee nor the Company will be construed required to bar make a notation on the Notes to reflect any claims of Proposed Settlement Class Members such release, termination or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)discharge.

Releases. 5.1 Upon the Effective Date of this Settlement (a) This Agreement, the Lien in consideration favor of the Co-Collateral Agents (for the agreements benefit of the Credit Parties) and all other security interests granted hereby shall terminate with respect to all Obligations when (i) the Commitments shall have expired or been terminated, (ii) the principal of and interest on each Loan and all fees and other Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and (B) unless the Obligations have been accelerated as a result of the occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) shall have been indefeasibly paid in full in cash, and (iii) all Letters of Credit shall have (A) expired or terminated and have been reduced to zero, (B) been Cash Collateralized to the extent required by the Parties Credit Agreement, or (C) been supported by another letter of credit in a manner reasonably satisfactory to the Issuing Lender and other good and valuable considerationthe Co-Collateral Agents, the receipt and sufficiency of which is hereby acknowledgedprovided, all Named Plaintiffs and each and every member of the Proposed Settlement Classhowever, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact that in connection with the true facts involvedtermination of this Agreement, the Co-Collateral Agents may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that this Agreement and the security interest granted herein shall be reinstated if at any time payment, or with regard any part thereof, of any Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Borrower, Grantor or other Loan Party. At the request and sole expense of any Grantor following any such termination, the Co-Collateral Agents shall deliver to such Grantor any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date Collateral held by the Court of the Settlement Agreement. Nor Co-Collateral Agents hereunder, and execute and deliver to such Grantor such documents as such Grantor shall anything in this Settlement Agreement be construed reasonably request to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)evidence such termination.

Releases. 5.1 Upon (a) If Westinghouse shall cease to own, directly or indirectly, more than 80% of the Effective Date common stock or similar equity interests of any Subsidiary Guarantor as a result of an issuance or Disposition of such common stock or similar equity interests to a third party, a transaction of merger or any other transaction (in each case permitted by this Settlement Agreement), then, so long as no Event of Default shall have occurred and be continuing, the Administrative Agent shall execute and deliver to Westinghouse (at the sole cost and expense of Westinghouse) all releases or other documents reasonably necessary or desirable for the release of such Subsidiary (and each LAW2:13233 83 78 Subsidiary of such Subsidiary (if any) which is also a Subsidiary Guarantor) from its obligations under the Guarantee Agreement; provided, that, in consideration for the agreements by case of any Subsidiary Guarantor holding businesses or assets included on the Parties Closing Date in Thermo King Corporation and other good and valuable considerationits Subsidiaries, the receipt percentage referred to above shall instead be 25%; and sufficiency provided, further, that at the time any such Subsidiary is so released (or, in the case of a newly created or acquired Subsidiary which is hereby acknowledgednot, all Named Plaintiffs and each and every member by operation of clause (ii) of Section 5.16(a), required to become a Subsidiary Guarantor, at the Proposed Settlement Class, on behalf time of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 abovesuch creation or acquisition), and at all times thereafter until the Release Date, a Subsidiary Guarantor (which may be an Intermediate Holding Company) shall forever be barred and enjoined from initiating, continuing, filing directly or otherwise prosecuting any Released Claim against any indirectly own all of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply Westinghouse's equity interests in such Person (whether or not such individual has executed and delivered Person shall cease to be a Claim Form or otherwise actively participated in the SettlementSubsidiary of Westinghouse). 5.2 Every Proposed Settlement Class Member(b) On the Release Date, so long as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and no Event of Default shall have knowingly occurred and voluntarily waivedbe continuing, released, discharged the Administrative Agent shall execute and dismissed deliver to Westinghouse (at the Released Claims, with full knowledge sole cost and expense of any Westinghouse) all releases or other documents reasonably necessary or desirable for (i) the release of each Subsidiary Guarantor from its obligations under the Guarantee Agreement and all rights they may have, and they hereby assume (ii) the risk release of any mistake in fact in connection with Parent Acquisition Corp. from its obligations under the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that Stock Pledge Agreement (including the covenants and promises made by Novartis herein constitute adequate consideration in exchange for release of the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date Liens created by the Court of Stock Pledge Agreement on the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed Pledged Stock referred to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3therein).

Releases. 5.1 Upon (a) If Gatherer fails or is unable or unwilling for any reason (including Force Majeure) to accept all volumes of Dedicated Gas tendered at any Receipt Point on any Day by or on account of Producer pursuant to this Agreement and provide the Effective Date Services in accordance therewith, then Producer shall have the right, at its sole discretion, to obtain, and Gatherer shall promptly grant, a temporary release from the dedication and commitment made by Producer under this Agreement for (i) the volumes of Dedicated Gas in excess of what Gatherer is willing or able to accept and (ii) any ▇▇▇▇▇ (and associated acreage) directly affected thereunder as set forth in any Development Plan until such time when Gatherer notifies Producer that it is willing and able to accept such volumes. Notwithstanding the foregoing, Gatherer shall promptly provide Producer with a written explanation detailing the reason for its inability to receive any volumes of Dedicated Gas into the Gathering System, and its commitment to diligently pursue a plan to be able to receive all such volumes of Gas tendered by Producer at each Receipt Point. (b) If Gatherer fails or is unable or unwilling for any reason (other than force Majeure) to accept all volumes of Dedicated Gas tendered at the Receipt Points on any Day by or on account of Producer pursuant to this Settlement AgreementAgreement and provide the Services in accordance therewith for 90 consecutive Days or more, then Producer shall have the right, at its sole discretion, to obtain, and Gatherer shall promptly grant, a permanent release from the dedication and commitment made by Producer under this Agreement for (i) the volumes of Dedicated Gas in consideration excess of what Gatherer is willing or able to accept and (ii) any ▇▇▇▇▇ (and associated acreage) directly affected thereunder as set forth in any Development Plan. (c) In addition to Producer’s rights and Gatherer’s obligations set forth in Section 7.6(a) and Section 7.6(b), Producer shall also have the right to (i) immediately deliver such volumes of Dedicated Gas to any Person other than Gatherer, (ii) enter into commitments to deliver such volumes of Dedicated Gas to other third party gatherers; provided that such commitments shall not be for longer than 30 Days for volumes of Dedicated Gas temporarily released, and (iii) get reimbursed for mitigation costs incurred by Producer under any gathering agreements for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting affected Dedicated Gas with any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementthird parties. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), d) The rights set forth in this Section 7.6 shall be deemed Producer’s sole and exclusive remedy for Gatherer’s curtailment, suspension, delay or failure to and shall have knowingly and voluntarily waived, released, discharged and dismissed provide the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Services as set forth in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) The Priority Liens and the Effective Date Second Priority Liens on the Shared Collateral shall be released: (i) in whole, upon (A) payment in full and discharge of this Settlement Agreementall outstanding Secured Debt and all other Secured Obligations that are outstanding, due and payable at the time all of the Secured Debt is paid in consideration for full and discharged and (B) termination or expiration of all commitments to extend credit under all First Lien Loan Documents and the agreements Discharge of the First Lien Obligations; (ii) as to any Shared Collateral that is sold, transferred or otherwise disposed of by the Parties and Company or any other good and valuable considerationGrantor to a Person that is not (either before or after such sale, transfer or disposition) the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member Company or a Grantor in a transaction or other circumstance that complies with Section 4.10 of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties Second Lien Indenture (as defined abovein effect on the date thereof) from each and every Released Claim is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Second Lien Collateral Agent’s Liens upon the Second Lien Collateral will not be released if the sale, transfer or disposition is subject to Section 5.01 of the Second Lien Indenture (as in effect on the date thereof); (iii) as to any Shared Collateral that is sold, transferred or otherwise disposed of by the First Lien Collateral Agent in foreclosure of the Priority Liens on such Shared Collateral in compliance with the laws applicable to such foreclosure; provided, that the rights of the Second Lien Collateral Agent to (a) redeem such Shared Collateral in accordance with applicable law; (b) to claim, take and receive proceeds of the foreclosure sale of such Shared Collateral remaining after the Discharge of Priority Lien Obligations in accordance with applicable law; and (c) enforce the provisions of Section 4.1(a) will not be affected or impaired by such release; (iv) as to a release of less than all or substantially all of the Shared Collateral, if consent to the release of all Priority Liens on such Shared Collateral has been given by an Act of Required Debtholders; and (v) as to a release of all or substantially all of the Shared Collateral, if (a) consent to the release of that Shared Collateral has been given by the requisite percentage or number of holders of First Lien Debt and holders of Second Lien Debt at the time outstanding as provided for in the applicable Secured Debt Documents, and (b) the Company has delivered an officers’ certificate to the First Lien Collateral Agent and the Second Lien Collateral Agent certifying that all such necessary consents have been obtained. (b) The Second Priority Liens upon the Collateral will no longer secure the Second Lien Obligations, and the right of the holders of Second Lien Debt to the benefits and proceeds of the Second Lien Collateral Agent’s Liens on the Collateral will terminate and be discharged: (i) upon satisfaction and discharge of the applicable Second Lien Documents pursuant to the terms of the applicable Second Lien Documents; (ii) upon Legal Defeasance (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing the Second Lien Indenture) or otherwise prosecuting any Released Claim against any Covenant Defeasance (as defined in the Second Lien Indenture) pursuant to the terms of the Released Parties applicable Second Lien Documents; (iii) upon payment in full and their counseldischarge of all Second Lien Obligations that are outstanding, whether due and payable under the Second Lien Indenture and other Second Lien Documents at the time the Second Lien Obligations are paid in full and discharged; or (iv) in whole or not in part, with the claims consent of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out holders of Second Lien Debt of the Settlement pursuant to Paragraph 10.28 belowrequisite percentage in accordance with the terms of the applicable Second Lien Documents. (c) Until the Discharge of First Lien Obligations occurs, this Release shall apply whether the Second Lien Collateral Agent, for itself and on behalf of each other Second Lien Claimholder, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or not such individual has executed agent of the First Lien Collateral Agent, with full power of substitution, as its true and delivered a Claim Form or otherwise actively participated lawful attorney-in-fact with full irrevocable power and authority in the Settlementplace and stead of the Second Lien Collateral Agent or such holder or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. This power is coupled with an interest and is irrevocable until the Discharge of First Lien Obligations. 5.2 Every Proposed Settlement Class Member(d) Until the Discharge of First Lien Obligations occurs, as defined above to the extent that the First Lien Collateral Agent or the First Lien Claimholders (except i) have released any Lien on Shared Collateral or any Guarantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new Liens or additional guarantees from any Guarantor, then the Second Lien Collateral Agent, for those who opt out pursuant to Paragraph 10.28 below)itself and for the Second Lien Claimholders, shall be deemed granted a Lien on any such Shared Collateral (except to and shall have knowingly and voluntarily waivedthe extent such Lien represents a Lien on an Excluded Asset or a Second Lien is refused pursuant to Section 2.5(a) with respect to the Indebtedness represented by the Second Lien Collateral Agent), released, discharged and dismissed subject to the Released Claims, with full knowledge lien subordination provisions of any and all rights they may havethis Agreement, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement Second Lien Collateral Agent shall be construed to bar any claims of Proposed Settlement Class Members or granted an additional guaranty, as the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)case may be.

Releases. 5.1 Upon (a) The Guarantee of the Effective Date Parent Guarantor will be automatically and unconditionally released (and thereupon will terminate and be discharged and be of no further force and effect): (1) if the Parent Guarantor is not the Surviving Entity in a sale of all or substantially all of the properties and assets of the Parent Guarantor in a transaction that complies with Section 5.02 (including, without limitation, compliance with the requirement that the Surviving Entity expressly assume, by a supplemental indenture, the Parent Guarantor’s obligations under this Indenture, the Intercreditor Agreement and the Security Documents); (2) upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Settlement AgreementIndenture as provided in Articles 8 and 12 hereof, in consideration each case in accordance with the terms and conditions of this Indenture; (3) upon repayment in full of the Notes; or (4) as described in Section 9.02 hereof. (b) A Guarantee (other than the Guarantee of the Parent Guarantor) will be automatically and unconditionally released (and thereupon will terminate and be discharged and be of no further force and effect): (1) upon the sale or disposition (including through merger, consolidation, amalgamation or other combination) or conveyance, transfer or lease of the Capital Stock, or all or substantially all of the assets, of the Guarantor (or a Holding Company thereof) if such sale is made in compliance with either of Section 4.10 or Section 5.03 hereof (and, in the latter instance, such covenant authorizes such release); (2) as provided in the Intercreditor Agreement; (3) upon the Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided in Article 8 or 12 hereof, in each case, in accordance with the terms and conditions of this Indenture; (4) upon the designation by the Parent Guarantor of that Guarantor (or a Holding Company thereof) as an Unrestricted Subsidiary in compliance with the terms of this Indenture; (5) upon repayment in full of the Notes; or (6) as described under Section 9.02 hereof. (c) Upon any occurrence giving rise to a release of a Guarantee as specified above and the delivery by the Issuer of the Officers’ Certificate and the Opinion of Counsel pursuant to Section 13.03 hereof, the Trustee or each Collateral Agent, as applicable, will execute any documents required in order to evidence or effect such release, discharge and termination in respect of such Guarantee. Neither the Issuer nor any Guarantor will be required to make a notation on the Notes to reflect any such release, termination or discharge. (d) Any Guarantor not released from its obligations under its Guarantee as provided in this Section 11.05 will remain liable for the agreements by the Parties full amount of principal of, premium on, if any, and other good and valuable considerationinterest, if any, on, the receipt Notes and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of for the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other Obligations of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 11.

Releases. 5.1 Upon The Guarantee of a Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by such Guaranteeing Subsidiary, the Effective Date of this Settlement Agreement, in consideration Issuer or the Trustee is required for the agreements release of such Guaranteeing Subsidiary’s Guarantee, upon: (A) any sale, exchange, disposition or transfer (by the Parties and other good and valuable considerationmerger, the receipt and sufficiency of which is hereby acknowledgedconsolidation, all Named Plaintiffs and each and every member amalgamation or otherwise) of the Proposed Settlement ClassCapital Stock of such Guaranteeing Subsidiary, on behalf after which such Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of themselvessuch Guaranteeing Subsidiary which sale, their heirsexchange, executorsdisposition or transfer is made in compliance with Sections 4.10(a)(1) and (2) of the Indenture; (B) the release or discharge of the guarantee by such Guaranteeing Subsidiary of Indebtedness under the Credit Agreement or such other guarantee which resulted in the creation of the Guarantee, administrators, predecessors, successors and assigns shall hereby except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, remise and forever discharge that if any such guarantee is so reinstated, this Guarantee shall also be reinstated to the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever extent that such Guaranteeing Subsidiary would then be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any required to provide a Guarantee pursuant to Section 4.15 of the Released Parties and their counsel, whether or not Indenture); (C) the claims designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.07(c) of the Proposed Settlement Class Members Indenture; or (D) the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer’s obligations under the Indenture being discharged in accordance with Article 13 of the Indenture; and (2) delivery by such Guaranteeing Subsidiary to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementcomplied with. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon Notwithstanding the Effective Date of this Settlement Agreementforegoing, in consideration for the agreements any Note Guarantee by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member a Subsidiary of the Proposed Settlement ClassIssuer shall be automatically and unconditionally released and discharged, without any further action required on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any part of the Released Parties and their counsel, whether Trustee or not any Holder: (1) at the claims election of the Proposed Settlement Class Members have been approvedIssuer by notice to the Trustee, allowed, substantiated upon or rejected. Unless a Named Plaintiff after the release or Proposed Settlement Class Member opts out discharge of such Subsidiary from its guarantee of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not Debt in connection with which such individual has Note Guarantee was executed and delivered a Claim Form or otherwise actively participated pursuant to clause (a) in the Settlement. 5.2 Every Proposed Settlement Class Memberfirst paragraph of Section 4.10 (it being understood that a release subject to contingent reinstatement is still a release, as defined above (except for those who opt out and that if any such guarantee is reinstated, such Note Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Paragraph 10.28 belowsuch clause); or (2) upon any sale or other disposition (by merger or otherwise) of (i) the Capital Stock of such Subsidiary if such Subsidiary ceases to be a Subsidiary of the Issuer as a result of such sale or other disposition, or (ii) all or substantially all of the assets of such Subsidiary to any Person which is not a Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Subsidiary has been or is being released by the holders of the other Debt so guaranteed; or (3) in the case of any Restricted Subsidiary that becomes a Guarantor at the Issuer’s election pursuant to clause (b) in the first paragraph of Section 4.10, upon notice to the Trustee of Issuer’s election to release such Guarantor (unless otherwise provided in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor) or in any other circumstance described in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor; provided that, immediately after giving effect thereto, no Default or Event of Default is continuing; or (4) upon the Issuer exercising its rights under Article 8 or upon the discharge of all the obligations under this Indenture in accordance with Article 11; or (5) upon the Issuer designating such Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (6) upon the liquidation or dissolution of such Subsidiary provided that, immediately after giving effect thereto, no Default or Event of Default is continuing. The Issuer shall notify the Trustee in writing of the release and discharge of a Note Guarantee in accordance with this Section 10.05 (or, in the case of clause (1) or (3) of this Section 10.5, of the Issuer’s election to effect the same); provided that no such notification shall be deemed a condition for the release and discharge of a Note Guarantee to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge be effective; provided further that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement Trustee shall be construed under no obligation to bar inform Holders of the occurrence of the release and discharge of a Note Guarantee. Upon delivery to the Trustee of an Officers’ Certificate and Opinion of Counsel to the effect that the applicable condition precedent set forth in any claims of Proposed Settlement Class Members or clauses (1) through (6) of this Section 10.05 has been complied with, the Class Representatives based on or arising out of events occurring after Trustee, at the Preliminary Approval Date Issuer’s expense, will execute any documents reasonably requested by the Court Issuer to evidence the release of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)applicable Note Guarantee.

Releases. 5.1 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all Equity Interests of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company or the merger or consolidation of a Guarantor with or into a Co-Issuer or another Guarantor, in each case, in a transaction permitted under this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Note Guarantee; provided that such disposition and release is permitted by Section 5.06. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (c) Upon the Effective Date request of the Co-Issuers, the guarantee of any Guarantor that is or becomes an Excluded Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and be continuing or shall result therefrom, and (ii) the Co-Issuers shall have delivered an Officer’s Certificate certifying that such Subsidiary is an Excluded Subsidiary. (d) Each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee upon a Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article 9 hereof or upon the satisfaction and discharge of this Settlement Agreement, Indenture in consideration for accordance with Article 9 hereof. (e) Upon delivery to the agreements Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that such condition obtained or that such sale or other disposition was made by the Parties and other good and valuable considerationIssuer in accordance with the provisions of this Indenture, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of Trustee shall execute any documents reasonably requested by the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge Issuer in order to evidence the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge release of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to themGuarantor from its obligations under its Guarantee. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date (a) The Note Guarantee of this Settlement Agreement, a Guarantor will be released in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member respect of the Proposed Settlement Class, on behalf Notes of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties any Series: (as defined above1) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated only in the Settlement. 5.2 Every Proposed Settlement Class Membercase of a Subsidiary Guarantor, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, any sale or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims other disposition of Proposed Settlement Class Members all or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court substantially all of the Settlement Agreement. Nor shall anything assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is not prohibited by Section 4.10 hereof; (2) only in this Settlement Agreement the case of a Subsidiary Guarantor, in connection with any issuance, sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the issuance, sale or other disposition does not violate Section 4.07 or Section 4.10 hereof, and the Guarantor ceases to be construed to bar a Wholly-Owned Subsidiary of the Company as a result of such sale or other disposition and does not guarantee any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class actionSpecified Issuer Indebtedness; (3) if such Guarantor, other than Parent, ceases to guarantee any Specified Issuer Indebtedness and such Guarantor would not otherwise be required to guarantee the Series of Notes pursuant to Section 4.17 hereof; (4) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of this Civil ActionIndenture; (5) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of which this Indenture as provided in ARTICLES VIII and XI hereof; (6) upon the individual liquidation or dissolution of such Guarantor, other than Parent, provided no Default or Event of Default has occurred that is already continuing; or (7) if such Guarantor becomes an Immaterial Subsidiary and such Guarantor would not otherwise be required to guarantee the Notes of such series pursuant to Section 4.17 hereof. (b) The Trustee shall deliver an appropriate instrument evidencing any release of a member either Guarantor from the Note Guarantee in respect of any Series of Notes upon receipt of a written request of the Company accompanied by virtue an Officers’ Certificate and an Opinion of opting-Counsel to the effect that the Guarantor is entitled to such release in under 29 U.S.C. § 216(b) or because accordance with the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)provisions of this Indenture. Any Guarantor not so released shall remain liable for the full amount of principal of, and premium, if any, and interest on the Notes entitled to the benefits of the Note Guarantee as provided in this Indenture, subject to the limitations of Section 10.02.

Releases. 5.1 Upon (a) Subject to Section 2.4, upon the Effective Date Discharge of Obligations, this Settlement Agreement and the Liens granted hereby (including any irrevocable licenses granted to the Administrative Agent granted hereunder) shall automatically terminate and be released, without the requirement for any further action by any Person, and the Administrative Agent shall promptly (and each Secured Party, by its authorization of the Administrative Agent’s entering into this Agreement, hereby authorizes the Administrative Agent to) take such actions and execute any such documents as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release, and the Guarantee Obligations of the Guarantors hereunder shall automatically terminate and be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and each Secured Party, by its authorization of the Administrative Agent’s entering into this Agreement, hereby authorizes the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by any Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of the Guarantee Obligations of the Guarantors hereunder. (b) In the event that any Grantor conveys, sells, leases, assigns, transfers or otherwise Disposes of all or any portion of any of the Capital Stock or assets (including any Mortgaged Property) of any Grantor to a Person that is not (and is not required hereunder to become) a Grantor hereunder in consideration for a transaction permitted under the agreements by the Parties and other good and valuable considerationCredit Agreement, the receipt Liens created hereunder in respect of such Capital Stock or assets (including any irrevocable licenses granted to the Administrative Agent granted hereunder) shall automatically terminate and sufficiency be released, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative Agent to) take such actions and execute any such documents (including Mortgage release documents) as may be reasonably requested by any Grantor and at such Grantor’s expense to further document and evidence such termination and release of Liens hereunder in respect of such Capital Stock or assets. In the event that any Capital Stock or other asset (including any Mortgaged Property) constituting Collateral has become, or is becoming, an Excluded Asset, then, at the request of any Grantor and at such Grantor’s expense, the Administrative Agent agrees to promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative Agent to) take such action and execute such documents (including Mortgage Release documents) as may be reasonably requested by any Grantor and at such Grantor’s expense to terminate, discharge and release (or to further document and evidence the termination, discharge and release of) the Liens created hereunder in respect of such assets. In the case of a transaction permitted under the Credit Agreement the result of which is hereby acknowledgedthat a Guarantor would cease to be a Restricted Subsidiary or would become an Excluded Subsidiary (or in case any Restricted Subsidiary otherwise becomes an Excluded Subsidiary or Holdings elects that any Discretionary Guarantor that would otherwise constitute an Excluded Subsidiary cease to be a Discretionary Guarantor), the Guarantee Obligations created hereunder in respect of such Guarantor (and all Named Plaintiffs Liens granted by such Guarantor hereunder) shall automatically terminate and each and every member be released, effective as of the Proposed Settlement Classtime such Subsidiary becomes an Excluded Subsidiary, without the requirement for any further action by any Person and the Administrative Agent shall promptly (and the Secured Parties, by their authorization of the Administrative Agent’s entering into this Agreement, hereby authorize the Administrative Agent to) take such actions and execute any such documents as may be reasonably requested by such Guarantor and at such Guarantor’s expense to further document and evidence such termination and release of such Liens and such Guarantor’s Guarantee Obligations hereunder. Any representation, warranty or covenant contained in this Agreement relating to any such Capital Stock, asset or Subsidiary of any Grantor shall no longer be deemed to be made with respect thereto once such Capital Stock or asset or Subsidiary is so conveyed, sold, leased, assigned, transferred or disposed of. (c) All releases or other documents delivered by the Administrative Agent pursuant to this Section 9.15 shall be without recourse to, or warranty by, the Administrative Agent. (d) Except with respect to the exercise of setoff rights of any Lender in accordance with Section 9.8 of the Credit Agreement or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Secured Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against accordance with the terms thereof. In the event of a foreclosure by the Administrative Agent on any of the Released Parties Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and their counselthe Administrative Agent, whether or not the claims as agent for and representative of the Proposed Settlement Class Members have been approvedSecured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, allowed, substantiated for the purpose of bidding and making settlement or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out payment of the Settlement pursuant purchase price for all or any portion of the Collateral sold at any such public sale, to Paragraph 10.28 below, this Release shall use and apply whether or not such individual has executed and delivered any of the Obligations as a Claim Form or otherwise actively participated in credit on account of the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except purchase price for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date collateral payable by the Court Administrative Agent on behalf of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members Secured Parties at such sale or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)disposition.

Releases. 5.1 Upon The Guarantee of the Effective Date Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: (i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (x) the Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary, (y) all the assets of such Guarantor or (z) if such Guarantor is not at such time a guarantor of the Senior Secured Credit Facilities, all or substantially all the assets of such Guaranteeing Subsidiary, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Settlement AgreementIndenture; (ii) the release or discharge of the guarantee by such Guaranteeing Subsidiary of Indebtedness under the Senior Secured Credit Facilities, or such other guarantee that resulted in consideration for the agreements creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 in the Indenture); (iii) the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Parties and other good and valuable consideration, the receipt and sufficiency Issuer of which is hereby acknowledged, all Named Plaintiffs and each and every member its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever Indenture or the discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not Issuer’s obligations under this Indenture in accordance with the claims terms of the Proposed Settlement Class Members Indenture; and (b) such Guaranteeing Subsidiary delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementcomplied with. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date (a) The Note Guarantee of this Settlement Agreement, a Guarantor will be released in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member respect of the Proposed Settlement Class, on behalf Notes of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties any Series: (as defined above1) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated only in the Settlement. 5.2 Every Proposed Settlement Class Membercase of a Subsidiary Guarantor, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, any sale or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims other disposition of Proposed Settlement Class Members all or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court substantially all of the Settlement Agreement. Nor shall anything assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition is not prohibited by Section 4.10 hereof; (2) only in this Settlement Agreement the case of a Subsidiary Guarantor, in connection with any issuance, sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the issuance, sale or other disposition does not violate Section 4.07 or Section 4.10 hereof, and the Guarantor ceases to be construed to bar a Wholly-Owned Subsidiary of the Company as a result of such sale or other disposition and does not guarantee any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class actionSpecified Issuer Indebtedness; (3) if such Guarantor, other than Parent, ceases to guarantee any Specified Issuer Indebtedness and such Guarantor would not otherwise be required to guarantee the Series of Notes pursuant to Section 4.17 hereof; (4) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of this Civil ActionIndenture; or (5) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of which this Indenture as provided in Articles VIII and XI hereof; (6) upon the individual liquidation or dissolution of such Guarantor, other than Parent, provided no Default or Event of Default has occurred that is already continuing; or (7) if such Guarantor becomes an Immaterial Subsidiary and such Guarantor would not otherwise be required to guarantee the Notes of such series pursuant to Section 4.17 hereof. (b) The Trustee shall deliver an appropriate instrument evidencing any release of a member either Guarantor from the Note Guarantee in respect of any Series of Notes upon receipt of a written request of the Company accompanied by virtue an Officers’ Certificate and an Opinion of opting-Counsel to the effect that the Guarantor is entitled to such release in under 29 U.S.C. § 216(b) or because accordance with the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)provisions of this Indenture. Any Guarantor not so released shall remain liable for the full amount of principal of, and premium, if any, and interest on the Notes entitled to the benefits of the Note Guarantee as provided in this Indenture, subject to the limitations of Section 10.02.

Releases. 5.1 Upon the Effective Date (a) The Note Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties a Guarantor will be released: (as defined above1) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with regard any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Sub- sidiary of the Company, if the sale or other disposition does not violate Section 4.10 hereof and the Guaran- tor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any facts which Restricted Subsidiary that is a Guarantor to be an Unre- stricted Subsidiary in accordance with the applicable provisions of this Indenture; (4) if the Guarantor (other than a Streaming Subsidiary) ceases to be a borrower or guarantor under the Senior Credit Facility and is released or discharged from all obligations thereunder and such Guarantor is released or discharged from its Guarantee of any other Indebtedness of the Company in excess of $100.0 million in aggregate principal amount, including the Guarantee that resulted in the obligation of such Guarantor to Guarantee the Notes (excluding Permitted Intercompany Debt); provided that if such Person has incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 hereof such Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are now unknown satisfied in full and discharged or are otherwise permitted to thembe Incurred by a Restricted Subsidiary (other than a Guaran- tor) under Section 4.09 hereof; or (5) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Sec- tion 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon (a) Pursuant to Section 10.15 of the Effective Date DIP Credit Agreement or at such time as the Secured Obligations (other than contingent or indemnification obligations not then due) shall have been paid in full, the Commitments shall have been terminated, the Collateral shall be automatically released from the Liens created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of this Settlement Agreementthe Collateral Agent and each Pledgor hereunder shall automatically terminate, in consideration for all without delivery of any instrument or performance of any act by any party, and all rights to the agreements Collateral shall revert to the Pledgors. At the request and sole expense of any Pledgor following any such termination, the Collateral Agent shall promptly deliver to such Pledgor any Collateral held by the Parties Collateral Agent hereunder, and other good execute and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member deliver to such Pledgor such documents as such Pledgor shall reasonably request to evidence such termination. (b) Pursuant to Section 10.15 of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing DIP Credit Agreement or otherwise prosecuting any Released Claim against if any of the Released Parties Collateral shall be sold, transferred or otherwise disposed of by any Pledgor in a transaction permitted by the DIP Credit Agreement (including by way of merger and their counselincluding any assets transferred to a Subsidiary that is not a Loan Party, whether in each case, in a transaction permitted by the DIP Credit Agreement), then the Lien granted under this Agreement on such Collateral shall be automatically released, and the Collateral Agent, at the request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or not other documents reasonably necessary or desirable to evidence the claims release of the Proposed Settlement Class Members have been approvedLiens created hereby on such Collateral. All releases or other documents delivered by the Collateral Agent pursuant to this Section 7.15(b) shall be without recourse to, allowedor warranty by, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out the Collateral Agent. (c) Liens on Collateral created hereunder shall be released and obligations of Pledgors hereunder shall terminate as set forth in Section 10.15 of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the SettlementDIP Credit Agreement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date A Guarantee as to any Guarantor shall terminate and be of this Settlement Agreement, in consideration for the agreements by the Parties no further force or effect and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), Guarantor shall be deemed to be automatically released from all obligations under this Article 10 upon: (a) the Disposition or exchange (including through merger, amalgamation, consolidation or otherwise) of the Capital Stock of the applicable Guarantor if (i) such Disposition or exchange is made to a Person that is not the Issuer or a Restricted Subsidiary in a manner not in violation of this Indenture and shall have knowingly (ii) after giving effect to such Disposition or exchange, such Guarantor is no longer a Restricted Subsidiary; (b) the Issuer designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth in Section 4.04 and voluntarily waivedthe definition of “Unrestricted Subsidiary”; (c) the merger, released, discharged and dismissed the Released Claims, with full knowledge amalgamation or consolidation of any Guarantor with and into the Issuer or another Guarantor that is the surviving Person in such merger, amalgamation or consolidation or upon the liquidation of such Guarantor following the Disposition of all rights they may have, of its assets to the Issuer or another Guarantor; or (d) the Issuer’s exercise of the Issuer’s legal defeasance option or covenant defeasance option in accordance with Section 8.01 or if the obligations of the Issuer and they hereby assume the risk of any mistake such Guarantor under this Indenture are discharged in fact in connection accordance with the true facts involvedterms of this Indenture. Notwithstanding the foregoing, neither the consent nor the acknowledgment of the Trustee, the Collateral Agent or with regard to the Holders (or any facts which are now unknown to of them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement ) shall be construed necessary to bar effect any claims such release. None of Proposed Settlement Class Members the Trustee, the Issuer or any Guarantor will be required to make a notation on the Class Representatives based on Securities or arising out any Guarantee to reflect any such release, termination or discharge. Upon request of events occurring after the Preliminary Approval Date Issuer and delivery by the Court Issuer to the Trustee of an Officers’ Certificate to the effect that one of the Settlement Agreement. Nor shall anything foregoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 10.03 has been met, the Trustee will execute any documents reasonably requested by the Issuer or such Guarantor in this Settlement Agreement be construed order to bar any claims evidence the release of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in Guarantor from its obligations under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)its Guarantee hereunder.

Releases. 5.1 Upon Effective as of the Effective Date Closing, each Seller Party and each other Seller who executes a Letter of this Settlement AgreementTransmittal (each, in consideration for a “Releasing Party”) hereby releases, remises and forever discharges any and all claims that it has had, now has or might have against the agreements by Group Companies or the Buyer Parties and other good and valuable considerationtheir respective Affiliates (to the extent related to the Business or to the Buyer Parties’ ownership of the Group Companies), the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Classcurrent and former managers, on behalf of themselvesdirectors, their heirsofficers, executorsemployees, administratorspartners, predecessorsmembers, successors and assigns shall of the foregoing, arising prior to the Closing, except for (a) claims pursuant to this Agreement or the Ancillary Agreements, (b) any right to or claim for indemnification that such Releasing Party may have under the organizational documents of the Group Companies, or otherwise arising under applicable Legal Requirements or the Contracts set forth on Schedule 5.16.1, (c) any right to or claim for benefits that such Releasing Party may have under the terms of any Company Plans or any of the agreements described in Section 3.17.1(k)(i) or (ii) or (d) any unpaid Compensation. Nothing contained in this Agreement will be construed to prohibit a Releasing Party from filing a charge with or participating in any investigation or proceeding conducted by the Federal Equal Employment Opportunity Commission or a comparable state or local agency; provided, however, that each Releasing Party hereby agrees to waive its right to recover monetary damages or other individual relief in any such charge, investigation or proceeding or any related complaint or lawsuit filed by such Releasing Party or by anyone else on such Releasing Party’s behalf. Effective as of the Closing, the Surviving LLC hereby releases, remises and forever discharges, and will cause each Group Company to release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above)discharge, and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may haveclaims that is has had, and they hereby assume now has or might have against the risk of any mistake in fact in connection with Sellers arising prior to the true facts involvedClosing, or with regard except for (i) claims pursuant to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on Ancillary Agreements, including claims for indemnification pursuant to Article 10 and (ii) claims related to intentional fraud, embezzlement, larceny or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)criminal activity.

Releases. 5.1 Upon (a) The Note Guarantee of a Subsidiary Guarantor shall automatically and unconditionally terminate and be released upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Effective Date Capital Stock of the Subsidiary Guarantor such that the Subsidiary Guarantor is no longer a Restricted Subsidiary, in a transaction that does not violate the provisions of this Settlement AgreementIndenture, including to the extent applicable, Section 4.10 and Section 5.02 hereof; (2) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; (3) such Subsidiary Guarantor no longer Guaranteeing or otherwise being an obligor with respect to any other Indebtedness of the Operating Partnership, the Co-Issuer, the REIT or any other Subsidiary Guarantor, provided that the foregoing provisions of this clause (3) and any release of such Subsidiary Guarantor’s Note Guarantee pursuant to this clause (3) shall not limit the obligation of such Subsidiary Guarantor to Guarantee (or of the Operating Partnership to cause such Subsidiary Guarantor to Guarantee) the Notes at any time thereafter pursuant to Section 4.16 hereof; or (4) Legal Defeasance or Covenant Defeasance of the Notes, in consideration for accordance with Article 8 hereof, or discharge of the agreements by Notes in accordance with Article 11 hereof. (b) If the Parties REIT enters into a Note Guarantee, its Note Guarantee shall automatically and unconditionally terminate and be released upon: (1) the REIT no longer Guaranteeing or otherwise being an obligor with respect to any other good and valuable considerationIndebtedness of the Operating Partnership, the receipt Co-Issuer or any Subsidiary Guarantor, provided that the foregoing provisions of this clause (1) and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member any release of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns REIT’s Note Guarantee pursuant to this clause (1) shall hereby release, remise and forever discharge not limit the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any obligation of the Released Parties and their counsel, whether REIT to Guarantee the Notes at any time thereafter pursuant to Section 4.16 hereof; or (2) Legal Defeasance or not the claims Covenant Defeasance of the Proposed Settlement Class Members have been approvedNotes, allowedin accordance with Article 8 hereof, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out discharge of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated Notes in the Settlementaccordance with Article 11 hereof. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), c) All of the Note Guarantees shall be deemed automatically and unconditionally released under the circumstances set forth in Section 4.17, subject to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court reinstatement of the Settlement Agreement. Nor shall anything Note Guarantees under the circumstances set forth in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Section 4.17.

Releases. 5.1 Upon (a) (x) If, at any time any Grantor or any First Lien Secured Party delivers notice to the Effective Date of this Settlement AgreementJunior Lien Collateral Agent with respect to any specified Common Collateral (including for such purpose, in consideration for the agreements case of the sale or other disposition of all or substantially all of the equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (A) such specified Common Collateral has been or is being sold, transferred or otherwise disposed of (a “Disposition”) by the Parties owner of such Common Collateral in a transaction permitted under the Credit Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member Section 4.11 of the Proposed Settlement Class, Indenture; or (B) the First Priority Liens thereon have been or are being released in connection with a Subsidiary that is released from its guarantee under the Credit Agreement and under the Indenture; or (C) the First Priority Liens thereon have been or are being otherwise released as permitted by the Credit Agreement or by the First Lien Collateral Agent on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released First Lien Secured Parties (as defined aboveunless, in the case of clause (B) from each or (C) of this Section 5.1(a)(x) such release occurs in connection with, and every Released Claim after giving effect to, a Discharge of First Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Common Collateral by the First Lien Secured Parties (as defined such discharge not in Paragraph 2.20 aboveconnection with any such foreclosure or exercise of remedies, a “Payment Discharge”)), then the Junior Liens upon such Common Collateral will automatically be released and shall forever be barred discharged as and enjoined from initiatingwhen, continuingbut only to the extent, filing or otherwise prosecuting any Released Claim against any of the Released Parties such Liens on such Common Collateral securing First Lien Obligations are released and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated discharged (provided that in the Settlement. 5.2 Every Proposed Settlement Class Membercase of a Payment Discharge, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge Liens on any Common Collateral disposed of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involvedsatisfaction in whole or in part of First Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First Lien Obligations or otherwise in accordance with the Indenture shall be subject to Junior Liens and shall be applied pursuant to Section 4.1). Upon delivery to the Junior Lien Collateral Agent of a notice from the First Lien Collateral Agent stating that any such release of Liens securing or supporting the First Lien Obligations has become effective (or shall become effective upon the Junior Lien Collateral Agent’s release), the Junior Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the First Lien Collateral Agent in connection with regard to such release. In the case of the sale of capital stock of a Subsidiary or any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that other transaction resulting in the covenants and promises release of such Subsidiary’s guarantee under the Credit Agreement in accordance with the Credit Agreement, the guarantee in favor of the Junior Lien Secured Parties, if any, made by Novartis herein constitute adequate consideration in exchange for such Subsidiary will automatically be released and discharged as and when, but only to the Released Claimsextent, the guarantee by such Subsidiary of First Lien Obligations is released and discharged. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date The Note Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties a Guarantor will automatically be released: (as defined abovea) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) Holdings or a Restricted Subsidiary of Holdings, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with regard any sale or other disposition of Capital Stock of a Guarantor to any facts which are now unknown a Person that is not (either before or after giving effect to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge such transaction) Holdings or a Restricted Subsidiary of Holdings, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Restricted Subsidiary of Holdings, if the sale of such Capital Stock of that Guarantor does not violate Section 4.10 hereof, provided, in both cases, that the covenants Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and promises an Opinion of Counsel to the effect that such sale or other disposition was made by Novartis herein constitute adequate consideration the Issuers in exchange accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee; (c) if Holdings properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; (d) upon Legal Defeasance or satisfaction and discharge of this Indenture as provided below under Articles 8 and 12 hereof; (e) in connection with any disposition of all or substantially all of the assets of that Guarantor or the Capital Stock of the Guarantor such that the Guarantor ceases to be a Restricted Subsidiary of Holdings if, in either case, the disposition complies with Section 4.07 hereof; (f) in the case of any Restricted Subsidiary which, after the date of this Indenture, is required to guarantee the Notes pursuant to the first or second paragraphs of Section 4.18 hereof (other than as a result of a guarantee of Indebtedness under the Credit Agreement), upon the release or discharge of the Indebtedness or Guarantees incurred by such Restricted Subsidiary which resulted in the obligation to guarantee the Notes (which release may be conditioned upon the concurrent release of the Note Guarantee hereunder); or (g) in the case of any Guarantor which is also a guarantor under the Credit Agreement on the date of this Indenture, upon the release of such guarantee under the Credit Agreement (which release under the Credit Agreement may be conditioned upon the concurrent release of the Note Guarantee hereunder). Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 11.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 11.

Releases. 5.1 Upon the Effective Date (a) The Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties a Subsidiary Guarantor will be automatically and other good unconditionally released and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against discharged upon any of the Released Parties following: (1) the consummation of any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10; (2) the consummation of any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10 and their the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Issuer as a result of the sale or other disposition; (3) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (4) the legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture pursuant to Article 9, provided, in each such case, that the Issuer has delivered 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 transactions have been complied with and that such release is authorized and permitted under this Indenture. (b) The Guarantee of Parent will be automatically and unconditionally released and discharged only upon the legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture pursuant to Article 9; provided, in each such case, that the Issuer has delivered to the Trustee an Officers’ Certificate and an opinion of counsel, whether or not the claims of the Proposed Settlement Class Members each stating that all conditions precedent provided for in this Indenture relating to such transactions have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, complied with and that such release is authorized and permitted under this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the SettlementIndenture. 5.2 Every Proposed Settlement Class Member(c) Any Guarantor not released from its obligations under its Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of, as defined above (except premium on, if any, and interest and Special Interest, if any, on, the Notes and for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other obligations of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon The Borrower assumes full responsibility for the Effective Date repayment of the Loans, and expressly holds the Lender harmless from any liability associated with its failure to repay those Loans. Further, as material consideration to the Bank for agreeing to forbear from pursuit of its remedies and for entering into this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs Borrower expressly releases Lender and each of its agents, employees, attorneys, officers, and every member of directors (the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above“Lender Parties”) from each any and every Released Claim (as defined in Paragraph 2.20 above)all claims, liabilities, and shall forever be barred and enjoined from initiatingcauses of action, continuingknown or unknown, filing now or otherwise prosecuting any Released Claim against hereafter existing, based upon any of the Released Parties Lender’s actions prior to the execution of this Agreement, including, but not limited to, any and their counsel, whether or not the claims allegations that any of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out Lender Parties exercised excessive control over the affairs of any of the Settlement pursuant Borrower; that any of the Lender Parties refused to Paragraph 10.28 below, this Release shall apply whether pay an item executed by any of the Borrower when that item was presented by the payee for collection; that any of the Lender Parties failed to execute correctly or not such individual has executed and delivered a Claim Form or otherwise actively participated with sufficient due diligence any wiring instructions provided by any of the Borrower; that any of the Lender Parties exceeded customary lending practices; that any of the Lender Parties made commitments to the Borrower that any of the Lender Parties subsequently refused to fulfill; that any of the Lender Parties breached standards of professionalism customary in the Settlement. 5.2 Every Proposed Settlement Class Memberbanking industry; that any of the Lender Parties breached its fiduciary duty to the Borrower; that any of the Lender Parties engaged in tortious conduct resulting in damages to the Borrower; that any of the Lender Parties charged interest that was in excess of interest legally allowed under the usury laws of the State of Texas; that any of the Lender Parties has engaged in fraud, as defined above made misrepresentations, or engaged in other conduct that led the Borrower to enter into such loan agreements, notes, or other documents executed simultaneously with the Bank’s agreement to advance the Loans to the Borrower; or that any of the Lender Parties has defamed the Borrower. In no event will anything in this paragraph be construed to release the Bank from its obligations under this Agreement. The Lender hereby releases the Borrower and its agents, employees, and attorneys (except for those who opt out pursuant to Paragraph 10.28 below)collectively, shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of “Borrower Parties”) from any and all rights they may haveclaims, liabilities, and they hereby assume causes of action, known or unknown, now or hereafter existing, based upon allegations that any of the risk Loan Parties misrepresented any material fact to the Lender; that any of any mistake the Loan Parties participated in fact an act of fraud in connection dealing with the true facts involvedLender; or that any of the Loan Parties engaged in tortious conduct in its dealings with Lender; provided, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge however, that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement Borrower shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement released from its obligations under this Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date The obligations of this Settlement Agreement, in consideration for the agreements by the Parties any Guarantor under its Note Guarantee will be automatically and other good unconditionally released and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against discharged when any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement.following occurs: 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact a) in connection with any sale or other disposition (including by merger, liquidation or otherwise) of (i) Capital Stock of the true facts involvedGuarantor after which such Guarantor is no longer a Subsidiary of Holdings, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members (ii) all or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court substantially all of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims assets of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, such Guarantor (other than Holdings), in each case, which sale or other disposition complies with the applicable provisions of this Civil ActionIndenture and all obligations (other than contingent obligations) of such Guarantor in respect of all other indebtedness of the Issuer and Holdings terminate upon consummation of such transaction; (b) if Holdings properly designates the Guarantor (other than Holdings) as an Unrestricted Subsidiary pursuant to the terms of this Indenture; (c) solely in the case of a Note Guarantee created pursuant to Section 4.07 hereof upon, the release or discharge of which the individual is already guarantee or incurrence of indebtedness that resulted in the creation of such Note Guarantee or incurrence of indebtedness pursuant to that covenant, except a member either discharge or release by virtue or as a result of opting-payment under such guarantee or incurrence of indebtedness; (d) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (e) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under 29 U.S.C. § 216(bthis Indenture and the Notes then due and owing; (f) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).pursuant to Article 9 hereof; or

Releases. 5.1 Upon the Effective Date The Note Guarantee of a Guarantor shall be released, and such Guarantor deemed automatically and unconditionally released and discharged from all of its obligations under this Settlement AgreementIndenture, in consideration for each case without any further action on the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member part of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing Trustee or otherwise prosecuting any Released Claim against any Holder of the Released Parties and their counselNotes: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (other than, in either case, to the Company or a Restricted Subsidiary), whether or not such Guarantor is the claims surviving entity in such transaction, if the sale or other disposition does not violate Section 4.10; (2) the designation in accordance with this Indenture of such Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which such Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Proposed Settlement Class Members have been approvedNotes, allowedas provided in Article 8 and Article 11; (4) the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred that is continuing; (5) such Guarantor consolidating with, substantiated merging into or rejected. Unless transferring all of its properties or assets to either the Company or another Guarantor, and as a Named Plaintiff result of, or Proposed Settlement Class Member opts out in connection with, such transaction such Guarantor dissolving or otherwise ceasing to exist; or (6) at such time as (x) such Guarantor is not an obligor under the Credit Agreement or any Indebtedness (other than intercompany Indebtedness permitted to be incurred pursuant to clause (5) of Section 4.09(b)) of the Settlement pursuant to Paragraph 10.28 belowIssuers or any Guarantor in excess of the De Minimis Guaranteed Amount and (y) such Guarantor does not Guarantee any other Indebtedness of the Company or any of the other Guarantors (other than any such intercompany Indebtedness) in excess of the De Minimis Guaranteed Amount. Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Memberpremium on, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may haveif any, and they hereby assume interest, if any, on, the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties Notes and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing other obligations of such Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Effective Date Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. (b) In the event the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 of the Indenture, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (c) In the event the Company designates any Unrestricted Subsidiary Guarantor to no longer be a Guarantor in accordance with the provisions of this Settlement AgreementIndenture that would be applicable if such Unrestricted Subsidiary Guarantor were treated as if it were a Restricted Subsidiary that the Company had designated as an Unrestricted Subsidiary in accordance with clause (b) above, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) In the event there is a sale, disposition or transfer of all the assets of a Guarantor to another Guarantor or the Company, then such Guarantor will be released and relieved of any obligations under its Note Guarantee in consideration connection therewith. (e) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the agreements by full amount of principal of and interest on the Parties Notes and for the other good and valuable consideration, obligations of any Guarantor under the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member Indenture as provided in Article 11 of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the SettlementIndenture. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) The Liens on the Effective Date Collateral will be released in whole with respect to the Notes and the Guarantees, as applicable, upon the occurrence of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims following: (i) payment in full in cash of the Proposed Settlement Class Members have been approvedprincipal of, allowedaccrued and unpaid interest and premium (if any) on, substantiated or rejected. Unless the Notes; (ii) as to any property that is owned by a Named Plaintiff or Proposed Settlement Class Member opts out Guarantor, when such Guarantor is released from its Guarantee in accordance with this Indenture; (iii) satisfaction and discharge of the Settlement pursuant to Paragraph 10.28 Indenture; or (iv) Legal Defeasance or Covenant Defeasance as set forth under Sections 8.3 or 8.4 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member(b) The Liens on the Collateral will automatically be released with respect to the Notes and the Guarantees, as defined above (except for those who opt out pursuant applicable, in relation to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed any asset constituting Collateral upon the Released Claims, with full knowledge occurrence of any and all rights they may have, and they hereby assume of the risk of any mistake in fact following: (i) in connection with any disposition of such Collateral to any Person other than the true facts involvedIssuer or any of the Guarantors (but excluding any transaction subject to the covenant described under Section 10.1 if such other Person is required to become the obligor on the Notes or a Guarantor) that is permitted by this Indenture; or (ii) upon the sale or disposition of such Collateral pursuant to the exercise of any rights and remedies by the Collateral Trustee with respect to any Collateral, subject to the Security Documents. To the extent required by this Indenture (other than in relation to Section 6.7(b)(ii)), the Issuer or the Guarantors, as the case may be, will furnish to the Trustee and the Collateral Trustee, prior to each proposed release of Collateral pursuant to the Security Documents and this Indenture, an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions to the release of the Liens on the Collateral have been satisfied. (c) A Guarantor will be released from its obligations under its Guarantee upon the occurrence of any of the following: (i) in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor, by way of consolidation, merger, amalgamation or otherwise, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members a sale or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court other disposition of the Settlement Agreement. Nor shall anything Capital Stock of such Guarantor such that it ceases to be a Subsidiary of the Issuer or a Restricted Subsidiary; (ii) if such Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of this Settlement Agreement be construed to bar any claims Indenture, upon effectiveness of Proposed Settlement Class Members such designation; (iii) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or (iv) upon the Issuer exercising its Legal Defeasance or the Class Representatives based on Covenant Defeasance option as set forth under Sections 8.3 or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)8.4 .

Releases. 5.1 Upon Notwithstanding the Effective Date of this Settlement Agreementforegoing, in consideration for the agreements any Note Guarantee by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member a Subsidiary of the Proposed Settlement ClassIssuer shall be automatically and unconditionally released and discharged, without any further action required on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any part of the Released Parties and their counsel, whether Trustee or not any Holder: (1) at the claims election of the Proposed Settlement Class Members have been approvedIssuer by notice to the Trustee, allowed, substantiated upon or rejected. Unless a Named Plaintiff after the release or Proposed Settlement Class Member opts out discharge of such Subsidiary from its guarantee of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not Debt in connection with which such individual has Note Guarantee was executed and delivered a Claim Form or otherwise actively participated pursuant to clause (a) in the Settlement. 5.2 Every Proposed Settlement Class Memberfirst paragraph of Section 4.10 (it being understood that a release subject to contingent reinstatement is still a release, as defined above (except for those who opt out and that if any such guarantee is reinstated, such Note Guarantee will also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Paragraph 10.28 belowsuch clause); or (2) upon any sale or other disposition (by merger or otherwise) of (i) the Capital Stock of such Subsidiary if such Subsidiary ceases to be a Subsidiary of the Issuer as a result of such sale or other disposition, or (ii) all or substantially all of the assets of such Subsidiary to any Person which is not a Subsidiary; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Subsidiary has been or is being released by the holders of the other Debt so guaranteed; or (3) in the case of any Restricted Subsidiary that becomes a Guarantor at the Issuer’s election pursuant to clause (b) in the first paragraph of Section 4.10, upon notice to the Trustee of Issuer’s election to release such Guarantor (unless otherwise provided in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor) or in any other circumstance described in the applicable supplemental indenture pursuant to which such Restricted Subsidiary becomes a Guarantor; provided that, immediately after giving effect thereto, no Default or Event of Default is continuing; or (4) upon the Issuer exercising its rights under Article 8 or upon the discharge of all the obligations under this Indenture in accordance with Article 11; or (5) upon the Issuer designating such Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (6) upon the liquidation or dissolution of such Subsidiary provided that, immediately after giving effect thereto, no Default or Event of Default is continuing. The Issuer shall notify the Trustee in writing of the release and discharge of a Note Guarantee in accordance with this Section 10.05 (or, in the case of clause (1) or (3) of this Section 10.05, of the Issuer’s election to effect the same); provided that no such notification shall be deemed a condition for the release and discharge of a Note Guarantee to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge be effective; provided further that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement Trustee shall be construed under no obligation to bar inform Holders of the occurrence of the release and discharge of a Note Guarantee. Upon delivery to the Trustee of an Officers’ Certificate and Opinion of Counsel to the effect that the applicable condition precedent set forth in any claims of Proposed Settlement Class Members or clauses (1) through (6) of this Section 10.05 has been complied with, the Class Representatives based on or arising out of events occurring after Trustee, at the Preliminary Approval Date Issuer’s expense, will execute any documents reasonably requested by the Court Issuer to evidence the release of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)applicable Note Guarantee.

Releases. 5.1 Upon A Guarantor will be released and relieved of its obligations under the Effective Date 2019 Note Guarantee upon the occurrence of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether events set forth in this Section 8.05. (a) In the event of a sale or not the claims other disposition of all of the Proposed Settlement Class Members have been approvedassets of such Guarantor, allowedby way of merger, substantiated consolidation or rejected. Unless otherwise, or a Named Plaintiff sale or Proposed Settlement Class Member opts out other disposition of all of the Settlement pursuant Capital Stock of such Guarantor, in each case to Paragraph 10.28 belowa Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company if, this Release shall apply whether after giving effect to such transaction, neither the Person acquiring such Capital Stock nor such Guarantor has outstanding or not guarantees any Specified Indebtedness, then such individual has executed and delivered a Claim Form or otherwise actively participated Guarantor (in the Settlementevent of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of its obligations under its 2019 Note Guarantee. 5.2 Every Proposed Settlement Class Member(b) In the event the Company designates such Guarantor to be an Unrestricted Subsidiary in accordance with this Supplemental Indenture, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), such Guarantor shall be deemed released and relieved of its obligations under its 2019 Note Guarantee. (c) In the event such Guarantor shall cease (or simultaneously with the release of its Guarantee hereunder shall cease) to have outstanding or guarantee any Specified Indebtedness, such Guarantor shall be released and relieved of its obligations under its 2019 Note Guarantee. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Supplemental Indenture, or upon delivery by the Company to the Trustee of an Officers’ Certificate to the effect that the applicable Guarantor has ceased (or simultaneously with the release of its 2019 Note Guarantee hereunder shall cease) to have knowingly and voluntarily waivedoutstanding or guarantee any Specified Indebtedness or that the applicable Guarantor has been designated as an Unrestricted Subsidiary in accordance with the provisions of this Supplemental Indenture, released, discharged and dismissed the Released Claims, with full knowledge Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its 2019 Note Guarantee. Any Guarantor not released from its obligations under its 2019 Note Guarantee shall remain liable for the full amount of principal of and all rights they may have, interest on the 2019 Notes and they hereby assume for the risk other obligations of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this Supplemental Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article.

Releases. 5.1 (a) Upon satisfaction of the Effective Date requirements for release of all the Collateral from the Liens created by this Settlement Agreement pursuant to the Credit Agreement, or upon all of the Obligations (other than (x) (i) Cash Management Obligations and (ii) Obligations under Specified Swap Agreements not yet due and payable, and (y) contingent obligations not yet accrued and payable) having been paid in consideration for full, all Letters of Credit having been cash collateralized or otherwise back-stopped (including by “grandfathering” into any future credit facilities), in each case, on terms reasonably satisfactory to the agreements relevant Issuing Bank in its sole discretion, or having expired or having been terminated, and the Total Revolving Commitments having expired or having been terminated, this Agreement and all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and the Pledgors hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Pledgors. At the request and sole expense of any Pledgor following any such termination, the Collateral Agent shall deliver to the Pledgors any Collateral held by the Parties Collateral Agent hereunder, and execute and deliver to the Pledgors such documents as any Pledgor shall reasonably request to evidence such termination. (b) If any of the Collateral is sold, transferred or otherwise disposed of by any Pledgor to a Person that is not a Loan Party in a transaction permitted by the Credit Agreement, then such Collateral shall be released from the Liens created by this Agreement without delivery of any instrument or performance of any act by any party, and the Collateral Agent, at the request and sole expense of such Pledgor, shall execute and deliver to such Pledgor all releases or other documents as such Pledgor shall reasonably request to evidence such release. Each Pledgor shall be released from its obligations under this Agreement and all Collateral of such Pledgor shall be released from the Liens created by this Agreement in the event that such Pledgor shall cease to be a subsidiary or shall cease to be required to be a Guarantor as a result of a transaction permitted by the Credit Agreement without delivery of any instrument or performance of any act by any party, and, at the request and sole expense of such Pledgor, the Collateral Agent shall execute and deliver to such Pledgor all releases and other good and valuable considerationdocuments as such Pledgor shall reasonably request to evidence such release; (c) Notwithstanding anything herein or in any other Loan Document to the contrary, in the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every event any member of the Proposed Settlement ClassIAC Group becomes a party hereto, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge upon the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any occurrence of the Released Parties Separation Date, the pledge and their counsel, whether or not security interest granted by the claims members of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release IAC Group hereby shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any terminate and all rights they may haveto such Collateral shall automatically revert to the applicable Pledgor in accordance with Section 9.16(d) of the Credit Agreement. Upon the occurrence of the Separation Date, the Collateral Agent will, at the applicable Pledgor’s expense, execute and they hereby assume deliver to such Pledgor, or authorize such Pledgor to prepare and file, such documents as such Pledgor shall reasonably request to evidence such termination. (d) If any certificates evidencing Equity Interests held by the risk Collateral Agent pursuant hereto no longer constitute Collateral, at the written request and sole expense of any mistake Pledgor, the Collateral Agent shall deliver such certificates to the relevant Pledgor or the Borrower. (e) The Collateral Agent, in fact in connection its sole discretion and with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court consent of the Settlement Administrative Agent, may release the Lien created by this Agreement on any publicly traded Equity Interests to permit any Pledgor to enter into a secured derivative transaction in preparation for a sale of such Equity Interest permitted under the Credit Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 (a) In the event of any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all Equity Interests of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the Company or the merger or consolidation of a Guarantor with or into a Co-Issuer or another Guarantor, in each case, in a transaction permitted under this Indenture, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Equity Interests of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be automatically released and relieved of any obligations under its Note Guarantee; provided that such disposition and release is permitted by Section 5.06. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (c) Upon the Effective Date request of the Co-Issuers, the guarantee of any Guarantor that is or becomes an Excluded Subsidiary shall be promptly released; provided that (i) no Event of Default shall have occurred and be continuing or shall result therefrom, and (ii) the Co-Issuers shall have delivered an Officer’s Certificate certifying that such Subsidiary is an Excluded Subsidiary. (d) Each Guarantor will be automatically released and relieved of any obligations under its Note Guarantee upon a Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article 9 hereof or upon the satisfaction and discharge of this Settlement Agreement, Indenture in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlementaccordance with Article 9 hereof. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) The Issuer shall be entitled to obtain a release from the Effective Date lien of this Settlement Indenture for any Contract, the related Receivable and the related Credits at any time (i) after a payment by TFI or Trendwest of the Purchase Price of the Receivable, (ii) after a Substitute Contract is substituted for such Contract, or (iii) upon the purchase of a Contract in accordance with Section 3.10(b) of the Servicing Agreement, if the Issuer delivers to the Trustee an Officer's Certificate (A) identifying the Receivable and the related Contract and the related Credits to be released, (B) requesting the release thereof, (C) setting forth the amount deposited in consideration for the agreements Clearing Account with respect thereto, in the event a Contract, the related Receivable and the related Credits are being released from the lien of this Indenture pursuant to (i) or (iii) above, and (D) certifying that the amount deposited in the Clearing Account equals (x) the Purchase Price of the Receivable related to such Contract, in the event a Contract, the related Receivable and the related Credits are being released from the lien of this Indenture pursuant to (i) above or (y) the entire amount set forth in Section 3.10(b) of the Servicing Agreement with respect to such Contract, the related Receivable and related Credits in the event of a release from the lien of this Indenture pursuant to (iii) above; provided, however, that upon the termination of a Contract, any residual proceeds from the related Credits shall be placed in the Clearing Account prior to the Trustee or the Issuer releasing the related Credits from the security interest granted to the Trustee by the Parties Issuer pursuant to this Indenture or to the Issuer by TFI pursuant to the Sale Agreement. (b) Upon satisfaction of the conditions specified in subsection (a) above or upon the satisfaction of the conditions in Section 4.03(e) or the remittance of the Purchase Price by the Issuer pursuant to Section 4.03(d) or Section 4.03(f) hereof and other good and valuable considerationSection 3.04 of the Sale Agreement with respect to a Contract, the receipt Trustee shall release from the lien of this Indenture the Contract, the related Receivable and sufficiency the related Credits described in the Issuer's request for release and shall deliver, or instruct the Custodian to deliver, to or upon the order of the Issuer such Contract and the related Custodian File. (c) In connection with the issuance of a new Series of Notes, the Trustee, without the consent of the Holders of Notes of any Series, shall, upon Issuer Order, on a Series Closing Date release to the Issuer Receivables (which shall be specified in such Issuer Order) from the Series Collateral supporting any existing Series of Notes but only if the following conditions are met (as certified by the Issuer and the Servicer to the Trustee in writing in a certificate substantially in the form of Exhibit C hereto): (i) there is currently no Default, Event of Default, Trigger Event or Cash Accumulation Event that has occurred and is continuing (nor has any Default, Event of Default or Cash Accumulation Event existed for a period of 90 consecutive days immediately preceding such proposed release nor is a Trigger Event Period continuing on the date of such release) with respect to the Series related to any Receivable that the Issuer desires to have released from the Lien of the Trustee with respect to such Series; (ii) with respect to each Series from which Receivables are proposed to be released, after giving effect to such release, (A) the Aggregate Collateral Value of such Series (including only Receivables which, on the date of such release, satisfy all of the representations and warranties set forth in paragraphs (a) and (b) of Section 3.01 of the Sale Agreement as if such representations and warranties were made as of the date of such release) must be greater than or equal to the product of (x) the aggregate principal balance of all Notes Outstanding of such Series on such date and (y) a fraction the numerator of which is hereby acknowledged, all Named Plaintiffs the Initial Aggregate Collateral Value for such Series and each and every member the denominator of which is the initial aggregate principal balance of the Proposed Settlement Class, on behalf Notes of themselves, their heirs, executors, administrators, predecessors, successors and assigns such Series as of the Series Closing Date of such Series (the Issuer Order shall hereby release, remise and forever discharge specify the Released Parties (as defined above) from minimum Collateral Value required for each and every Released Claim (as defined in Paragraph 2.20 abovesuch Series to satisfy this condition), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of (B) the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated amount in the Settlement. 5.2 Every Proposed Settlement Class MemberReserve Account is equal to the Reserve Account Required Balance for such Series; (iii) simultaneous with such release, as defined above (except for those who opt out pursuant the Issuer pledges all of such released Receivables to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact Trustee in connection with the true facts involvedissuance of a new Series of Notes in accordance with the terms of the Transaction Documents and (iv) the Independent Accountants specified in Section 4.03 of the Servicing Agreement have delivered, or at the sole expense of the Issuer, the agreed-upon procedures letter, in substantially the form attached as Exhibit A to the Servicing Agreement, to the Trustee, with regard respect to any facts such release (which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge indicates that the covenants Series Trust Estate for such Series contains the minimum Collateral Value necessary to satisfy clause (ii)(A) above). If a release occurs prior to the Payment Date in any given month, the calculations of Aggregate Collateral Value and promises the principal balance of the Notes Outstanding for any Series made by Novartis herein constitute adequate consideration pursuant to this section 4.04(c) may be made as of such Payment Date (after giving effect to the distributions made on such Payment Date) instead of as of the date of the proposed release; provided, that, the appropriate amounts for such distribution are being held in exchange the Collection Account or the Distribution Account for each applicable Series; otherwise, the Released Claims. 5.4 Nothing in this Settlement Agreement calculations shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court made as of the Settlement Agreementimmediately preceding Payment Date. Nor The Issuer shall anything in this Settlement Agreement be construed deliver (1) the certification of the Issuer and the Servicer and (2) the agreed-upon procedures letter to bar any claims each Noteholder of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)each applicable Series promptly after each such release.

Releases. 5.1 Upon the Effective Date (a) The Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties a Guarantor will be automatically and other good unconditionally released and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties discharged: (as defined above1) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or Subsidiary of the Company; (2) in connection with regard any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company, if the Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition; (3) if that Guarantor becomes an Immaterial Subsidiary; (4) if that Guarantor ceases to be a guarantor or other obligor with respect to any facts which are now unknown Indebtedness under any Credit Facility; provided, however, that if, at any time following such release, that Guarantor subsequently guarantees or otherwise becomes an obligor with respect to themany Indebtedness of the Company under a Credit Facility, then that Guarantor will be required to provide a Guarantee in accordance with Section 4.06; (5) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Indenture as provided in Article 7 and Article 8; or (6) on the Fall Away Date. 5.3 The Parties (b) Any release and Proposed Settlement Class Members acknowledge discharge pursuant to Section 9.06(a) shall occur automatically upon the consummation of any such transaction without any further action required of the Company, the applicable Guarantor or the Trustee; provided that the covenants Trustee shall be entitled to an Officer’s Certificate and promises made by Novartis herein constitute adequate consideration an Opinion of Counsel, each stating that all conditions precedent provided for in exchange for the Released ClaimsIndenture relating to such transaction have been complied with. 5.4 Nothing (c) If, on any date following the date of this Supplemental Indenture: (1) the Notes are rated Investment Grade by both Rating Agencies; and (2) no Default or Event of Default shall have occurred and be continuing, then, beginning on that day (the “Fall Away Date”) and continuing at all times thereafter regardless of any subsequent changes in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court rating of the Settlement Agreement. Nor Notes, the Guarantees of each of the Guarantors will be automatically released and Section 4.06 shall anything in this Settlement Agreement be construed cease to bar any claims of Proposed Settlement Class Members or apply to the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Notes.

Releases. 5.1 Upon (a) The Note Guarantee of a Subsidiary Guarantor shall automatically and unconditionally terminate and be released upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Effective Date Capital Stock of the Subsidiary Guarantor such that the Subsidiary Guarantor is no longer a Restricted Subsidiary, in a transaction that does not violate the provisions of this Settlement AgreementIndenture, including to the extent applicable, Section 4.10 and Section 5.02 hereof; (2) the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; (3) such Subsidiary Guarantor no longer Guaranteeing or otherwise being an obligor with respect to any other Indebtedness of the Operating Partnership, the Co-Issuer, the REIT or any other Subsidiary Guarantor, provided that the foregoing provisions of this clause (3) and any release of such Subsidiary Guarantor’s Note Guarantee pursuant to this clause (3) shall not limit the obligation of such Subsidiary Guarantor to Guarantee (or of the Operating Partnership to cause such Subsidiary Guarantor to Guarantee) the Notes at any time thereafter pursuant to Section 4.16 hereof; or (4) Legal Defeasance or Covenant Defeasance of the Notes, in consideration for accordance with Article 8 hereof, or discharge of the agreements by Notes in accordance with Article 11 hereof. (b) If the Parties REIT enters into a Note Guarantee, its Note Guarantee shall automatically and unconditionally terminate and be released upon: (1) the REIT no longer Guaranteeing or otherwise being an obligor with respect to any other good and valuable considerationIndebtedness of the Operating Partnership, the receipt Co-Issuer or any Subsidiary Guarantor, provided that the foregoing provisions of this clause (1) and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member any release of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns REIT’s Note Guarantee pursuant to this clause (1) shall hereby release, remise and forever discharge not limit the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any obligation of the Released Parties and their counsel, whether REIT to Guarantee the Notes at any time thereafter pursuant to Section 4.16 hereof; or (2) Legal Defeasance or not the claims Covenant Defeasance of the Proposed Settlement Class Members have been approvedNotes, allowedin accordance with Article 8 hereof, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out discharge of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated Notes in the Settlementaccordance with Article 11 hereof. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), c) All of the Note Guarantees shall be deemed automatically and unconditionally released under the circumstances described in Section 4.17, subject to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court reinstatement of the Settlement Agreement. Nor shall anything Note Guarantees under the circumstances described in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Section 4.17.

Releases. 5.1 Upon the Effective Date of this Settlement Agreement, in consideration for the agreements (a) Any Lien on any property granted to or held by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member Agent under any Loan Document shall terminate upon termination of the Proposed Settlement Class, on behalf Aggregate Commitments and payment in full of themselves, their heirs, executors, administrators, predecessors, successors all Obligations (other than (A) contingent indemnification obligations for which claims have not been asserted and assigns shall hereby release, remise and forever discharge (B) unless the Released Parties (Obligations have been accelerated as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any a result of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge occurrence of any Event of Default or the Loan Parties are liquidating substantially all of their assets, subject to the first proviso hereto, Obligations in respect of Bank Products and Cash Management Services) and the expiration, termination or Cash Collateralization (or issuance of a supporting letter of credit satisfactory to the L/C Issuer and the Agent) of all rights they may haveLetters of Credit; provided, and they hereby assume the risk of any mistake in fact however, that in connection with the true facts involvedtermination of this Aggregate Commitments and satisfaction of the Loan Agreement Obligations as set forth above, the Agent may require such indemnities or, in the case of the succeeding clause (y) only, collateral security as they shall reasonably deem necessary or appropriate to protect the Credit Parties against (x) loss on account of credits previously applied to the Obligations that may subsequently be reversed or revoked, and (y) any Obligations that may then exist or thereafter arise with respect to Bank Products and Cash Management Services to the extent not provided for thereunder; provided, further, that any such Liens granted pursuant to the Loan Documents shall be reinstated if at any time payment, or with regard any part thereof, of any Loan Agreement Obligation is rescinded or must otherwise be restored by any Credit Party upon the bankruptcy or reorganization of any Loan Party. At the request and sole expense of any Loan Party following any such termination, the Agent shall deliver to such Loan Party any facts which are now unknown Collateral held by the Agent under any Loan Document, and execute and deliver to themsuch Loan Party such documents as such Loan Party shall reasonably request to evidence such termination. 5.3 The Parties and Proposed Settlement Class Members acknowledge that (b) If any of the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement Collateral shall be construed to bar sold, transferred or otherwise disposed of by any claims of Proposed Settlement Class Members Loan Party in a transaction permitted by this Agreement or any other Loan Document, then such Collateral shall be automatically released from the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date Liens created by the Court Loan Documents without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Loan Party or its transferee, as the case may be, and the Agent, at the request and sole expense of such Loan Party, shall execute and deliver to such Loan Party all releases or other documents reasonably necessary or desirable to evidence the release of the Settlement Liens created by the Loan Documents on such Collateral. At the request and sole expense of the Borrowers, the Agent shall release any Loan Party from its obligations under the Loan Documents, including the Guaranty and Security Agreement. Nor , and shall anything execute and deliver to the Loan Parties all releases or other documentation reasonably necessary or desirable to evidence such release, in the event that all the equity interest of such Loan Party shall be sold, transferred or otherwise disposed of in a transaction permitted by this Settlement Agreement be construed and/or in the event that such Loan Party shall dispose of all or substantially all of its assets and shall cease to bar own any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Collateral.

Releases. 5.1 Upon the Effective Date The obligations of this Settlement Agreement, in consideration for the agreements by the Parties any Guarantor under its Note Guarantee will be automatically and other good unconditionally released and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against discharged when any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement.following occurs: 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact a) in connection with any sale or other disposition (including by merger, liquidation or otherwise) of (i) Capital Stock of the true facts involvedguarantor after which such guarantor is no longer a Subsidiary of Holdings, or (ii) of all or substantially all of the assets of such guarantor (other than Holdings), which sale or other disposition complies with regard the applicable provisions of the Indenture and all the obligations (other than contingent obligations) of such guarantor (other than Holdings) in respect of all other indebtedness of Holdings or the guarantors terminate upon consummation of such transaction; (b) if Holdings properly designates the Guarantor (other than Holdings) as an Unrestricted Subsidiary pursuant to the terms of this Indenture; (c) solely in the case of a Note Guarantee created pursuant to Section 4.07 hereof upon the release or discharge of the Note Guarantee or incurrence of indebtedness that resulted in the creation of such Note Guarantee pursuant to that covenant, except a discharge or release by or as a result of payment under such Guarantee or incurrence of additional indebtedness; (d) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (e) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under this Indenture and the Notes then due and owing; (f) pursuant to Article 9 hereof; or (g) in the case of any facts guarantor (other than Holdings) which are now unknown is also a guarantor under the New Credit Facilities, upon the release of such guarantee under such New Credit Facilities (which release under such New Credit Facilities may be conditioned upon the concurrent release of the guarantee of the Note hereunder). Upon any occurrence giving rise to them. 5.3 The Parties a release of a Note Guarantee as specified above, the Trustee will execute any documents reasonably requested by the Issuer in order to evidence or effect such release, termination and Proposed Settlement Class Members acknowledge that discharge in respect of such guarantee. None of the covenants and promises made by Novartis herein constitute adequate consideration Issuer, any Guarantor or the Trustee will be required to make a notation on the Notes to reflect any Note Guarantee or any such release, termination or discharge. Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon (a) The Notes Guarantee of a Guarantor will be discharged and released upon the Effective Date delivery to the Trustee and Collateral Agent of an Officer’s Certificate stating that one of the following has occurred, and an Opinion of Counsel that all conditions to such release and discharge under the terms of this Settlement AgreementEchoStar New Notes Indenture have been satisfied: (1) with respect to a Spectrum Assets Guarantor and any Equity Pledge Guarantor that holds the Equity Interests of such Spectrum Assets Guarantor, upon the sale or other disposition of all of the Equity Interests of such Spectrum Assets Guarantor or all or substantially all of the assets of such Spectrum Assets Guarantor (including by way of merger or consolidation) to (a) a Person other than an Affiliate of such Guarantor or (b) a Spectrum Joint Venture, in consideration each case, if such sale or disposition does not violate the provisions set forth under Section 4.09 or Section 5.01 hereto, as applicable; (2) upon payment in full of the EchoStar New Notes together with accrued and unpaid interest thereon and payment and performance of all other obligations (other than contingent obligations that survive termination) of the Company and the Guarantors under the EchoStar New Notes Documents; (3) upon Legal Defeasance or Covenant Defeasance as set forth under Article VIII hereto or upon satisfaction and discharge of this EchoStar New Notes Indenture as set forth under Article XII hereto; or (4) with the consent of Holders of the requisite aggregate principal amount of the EchoStar New Notes as set forth under Section 9.02. Upon any release of a Guarantor from its Notes Guarantee, such Guarantor will be automatically and unconditionally released from its obligations under the Security Documents. Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (1) shall not be permitted while any Default or Event of Default has occurred and is continuing. (b) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that the conditions precedent under this EchoStar New Notes Indenture to the release of a Guarantor from its Notes Guarantee pursuant to Section 10.03(a)(1) through (a)(4), the Trustee will execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Notes Guarantee. (c) Any Guarantor not released from its obligations under its Notes Guarantee as provided in this Section 10.03 will remain liable for the agreements by the Parties full amount of principal of and other good interest and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Classpremium if any, on behalf of themselves, their heirs, executors, administrators, predecessors, successors the EchoStar New Notes and assigns shall hereby release, remise and forever discharge for the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge other obligations of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing Guarantor under this EchoStar New Notes Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).Article X.

Releases. 5.1 Upon the Effective Date of this Settlement Agreement(a) If, in consideration connection with: (i) an Enforcement Action by the First Lien Holder; or (ii) any sale, lease, license, exchange, transfer or other disposition of any Collateral permitted under the terms of the First Lien Documents or consented to by the First Lien Holder other than an Enforcement Action (whether or not an event of default thereunder, and as defined therein, has occurred and is continuing) (a “Disposition”); (1) the First Lien Holder releases any of its Liens on any part of the Collateral, then the Liens, if any, of the Second Lien Agent, for itself or for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member benefit of the Proposed Settlement ClassSecond Lien Noteholders, on such Collateral, shall be automatically, unconditionally and simultaneously released (the “Second Lien Release”) and the Second Lien Agent, for itself or on behalf of themselvesany such Second Lien Noteholders, their heirspromptly shall execute and deliver to the First Lien Holder or such Grantor such termination statements, executors, administrators, predecessors, successors releases and assigns shall hereby release, remise and forever discharge other documents as the Released Parties (First Lien Holder or such Grantor may request to effectively confirm such release provided that as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any to the relevant Disposition of the Released Parties Proceeds are applied in accordance with the application of recoveries provisions under Section 4. (b) If, in connection with a license of Collateral, the First Lien Holder executes a subordination and their counselnon-disturbance agreement or similar agreement with a licensee of Collateral, whether or not then the claims Second Lien Agent, for itself and for the benefit of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below)Second Lien Noteholders, shall be deemed to have agreed to subordinate its Liens to the rights of such licensee and to have agreed not to disturb the rights of such licensee, all on the same basis and to the extent agreed by the First Lien Holder and the Second Lien Agent upon request promptly shall have knowingly execute and voluntarily waiveddeliver to the First Lien Holder and such licensee confirmation of such agreement. (c) Until the Discharge of First Lien Obligations occurs, releasedthe Second Lien Agent, discharged for itself and dismissed on behalf of the Released ClaimsSecond Lien Noteholders, hereby irrevocably constitutes and appoints the First Lien Holder and any officer or agent of the First Lien Holder, with full knowledge power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Agent or such holder or in the First ▇▇▇▇ ▇▇▇▇▇▇’▇ own name, from time to time in the First ▇▇▇▇ ▇▇▇▇▇▇’▇ discretion, for the limited purpose of carrying out the terms of this Section 5.1, to take any and all rights they reasonable and appropriate action and to execute any and all documents and instruments which may havebe necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. This authorization is coupled with an interest and they hereby assume the risk of any mistake is irrevocable until such time as this Agreement is terminated in fact in connection accordance with the true facts involved, or with regard to any facts which are now unknown to themits terms. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon (a) If, at any time any Grantor or the Effective Date holder of this Settlement Agreementany Senior Claim delivers notice to each Second Priority Agent that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) (including for such purpose, in consideration for the agreements case of the sale of equity interests in any Subsidiary, any Common Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) is: (A) sold, transferred or otherwise disposed of: (i) by the Parties owner of such Common Collateral in a transaction permitted under the Senior Documents and other good Second Priority Document (if any); or (ii) during the existence of any Event of Default under (and valuable considerationas defined in) the Senior Documents to the extent that the Collateral Agent has consented to such sale, transfer or disposition; or (B) otherwise released as permitted by the receipt and sufficiency terms of which Senior Documents, then (whether or not any Insolvency or Liquidation Proceeding is hereby acknowledged, all Named Plaintiffs and each and every member pending at the time) the Liens in favor of the Proposed Settlement ClassSecond Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing Senior Claims are released and discharged. Upon delivery to each Second Priority Agent of a notice from the Collateral Agent stating that any release of Liens securing or supporting the Senior Claims has become effective (or shall become effective upon each Second Priority Agent’s release) (whether in connection with a sale of such assets by the relevant Grantor pursuant to the preceding sentence or otherwise), each Second Priority Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. (b) Each Second Priority Agent, for itself and on behalf of themselveseach applicable Second Priority Secured Party, their heirs, executors, administrators, predecessors, successors hereby irrevocably constitutes and assigns shall hereby release, remise appoints the Collateral Agent and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing any officer or otherwise prosecuting any Released Claim against any agent of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released ClaimsCollateral Agent, with full knowledge power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of each Second Priority Agent or such holder or in the Collateral Agent’s own name, from time to time in the Collateral Agent’s sole discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of Senior Claims has occurred, each Second Priority Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of Common Collateral or other collateral to the repayment of Senior Claims pursuant to the Senior Documents, provided that nothing in this Section 5.1(c) shall be construed to prevent or impair the rights they may have, and they hereby assume of the risk of any mistake in fact Second Priority Agents or the Second Priority Secured Parties to receive proceeds in connection with the true facts involved, or with regard to any facts which are now unknown to themSecond Priority Claims not otherwise in contravention of this Agreement. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon The Guarantee of a Guarantor will be released and discharged automatically and unconditionally: (a) upon the Effective Date sale, disposition, exchange or other transfer (including through merger, consolidation or otherwise) of the Capital Stock of the Guarantor, after which such Guarantor is no longer a Restricted Subsidiary, or all or substantially all of the assets of such Guarantor (other than to the Issuer or a Restricted Subsidiary) if such sale, disposition, exchange or other transfer is not prohibited by this Indenture, and the release is otherwise not prohibited by this Indenture; (b) upon the liquidation, winding up or dissolution of such Guarantor or the merger or consolidation of such Guarantor with and into the Issuer or another Guarantor in accordance with the applicable provisions of this Settlement Agreement, in consideration for the agreements Indenture; (c) following delivery at any time by the Parties Issuer to the Trustee of an Officer’s Certificate to the effect that the aggregate amount of Indebtedness for borrowed money, Finance Lease Obligations, purchase money obligations or debt obligations evidenced by bonds, notes, debentures or similar instruments or drawn letters of credit then outstanding of such Guarantor (other than any such Indebtedness owed to the Issuer or any Guarantor) does not exceed $250.0 million (excluding the Notes, and excluding any other good Indebtedness that will be released or discharged with respect to such Guarantor substantially concurrently with any release pursuant to this clause (c)); provided that such Guarantee will be reinstated if and valuable consideration, to the receipt extent required under Section 4.16 subsequent to such release; (d) upon Legal Defeasance or satisfaction and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member discharge of the Proposed Settlement ClassNotes as provided in Section 8.02 and Article 11; (e) upon the occurrence of a Covenant Suspension Event, on behalf of themselvesprovided that if, their heirsafter any Covenant Suspension Event, executorsa Reversion Date shall occur, administrators, predecessors, successors then the Suspension Period with respect to such Covenant Suspension Event shall terminate and assigns all actions reasonably necessary to provide that the Notes shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of unconditionally guaranteed by such Guarantor (if and to the Settlement extent such guarantee is required pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), Section 4.16) shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed taken within 90 days after such Reversion Date or as soon as reasonably practicable thereafter; (f) upon the Released Claims, with full knowledge occurrence of any and all rights they may have, and they hereby assume event after which such Guarantor is no longer a Restricted Subsidiary; (g) if the risk of any mistake Issuer designates such Guarantor as an Unrestricted Subsidiary in fact in connection accordance with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in applicable provisions of this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).Indenture; or

Releases. 5.1 Upon the Effective Date of this Settlement Agreement(a) The Second Lien Agent, in consideration for the agreements by the Parties itself and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselveseach Second Priority Secured Party, their heirsagrees that, executorsin the event of a sale, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge transfer or other disposition of any specified item of Common Collateral (including all or substantially all of the Released Parties equity interests of any subsidiary of the Company) (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 abovea “Disposition”), and shall forever be barred and enjoined from initiatingif (i) such release is permitted under the Second Lien Loan Documents, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not (ii) such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact release is effectuated in connection with the true facts involvedFirst Lien Agent’s foreclosure upon, or other exercise of rights with regard respect to such Common Collateral, or (iii) such release is effectuated in connection with a sale or other Disposition of any facts which Common Collateral under Section 363 of the Bankruptcy Code, the Liens granted to the Second Lien Agent and the Second Priority Secured Parties upon such Common Collateral to secure Second Priority Claims shall terminate or shall be automatically, unconditionally and simultaneously released and without any further action, concurrently with the termination or release of all Liens granted upon such Common Collateral to secure First Lien Lender Claims, provided that the parties’ respective Liens shall attach to the net proceeds of such Disposition with the same Lien priorities as provided in this Agreement to the extent such proceeds are now unknown not otherwise utilized to them. 5.3 The permanently reduce the First Lien Lender Claims. Upon delivery to the Second Lien Agent of a certificate signed by a Responsible Officer stating that any such termination or release of Liens securing the First Lien Lender Claims has become effective (or shall become effective concurrently with such termination or release of the Liens granted to the Second Priority Secured Parties and Proposed Settlement Class Members acknowledge the Second Lien Agent) and any necessary or proper instruments of termination or release prepared by the Company or any other Grantor, the Second Lien Agent will promptly execute, deliver or acknowledge, at the Company’s or the other Grantor’s sole cost and expense, such instruments to evidence such termination or release of the Liens; provided, however that such certificate signed by a Responsible Officer shall not be required for any termination or release in connection with the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 exercise of remedies following an Event of Default. Nothing in this Settlement Section 5.1(a) will be deemed to (x) affect any agreement of the Second Lien Agent, for itself and on behalf of the Second Priority Secured Parties, to release the Liens on the Second Priority Collateral as set forth in the relevant Second Priority Documents or (y) except in the case of a Disposition in connection with the exercise of secured creditors’ rights and remedies, require the release of Liens granted upon such Common Collateral to secured Second Priority Claims if such Disposition is not permitted under the terms of the Second Lien Loan Documents. (b) The Second Lien Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby irrevocably constitutes and appoints the First Priority Designated Agent and any officer or agent of such First Priority Designated Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Second Lien Agent or applicable Second Priority Secured Party or in the First Priority Designated Agent’s own name, from time to time in the First Priority Designated Agent’s discretion, for the purpose of carrying out releases of the Common Collateral pursuant to this Agreement or Section 10.9 of the Second Lien Credit Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to effect the release of Common Collateral pursuant to this Agreement or Section 10.9 of the Second Lien Credit Agreement, including any termination statements, endorsements or other instruments of transfer or release. (c) Unless and until the Discharge of First Lien Lender Claims has occurred, the Second Lien Agent, for itself and on behalf of each applicable Second Priority Secured Party, hereby consents to the application, whether prior to or after a default, of proceeds of Common Collateral or other collateral to the repayment of First Lien Lender Claims pursuant to the First Lien Lender Documents; provided that nothing in this Section 5.1(c) shall be construed to bar any claims prevent or impair the rights of Proposed Settlement Class Members the Second Lien Agent or the Class Representatives based on Second Priority Secured Parties to receive proceeds in connection with the Second Priority Claims not otherwise in contravention of this Agreement. (d) Notwithstanding anything to the contrary in any Second Priority Collateral Document, in the event the terms of a First Lien Collateral Document and a Second Priority Collateral Document each require any Grantor to (i) make payment in respect of any item of Common Collateral to, (ii) deliver or arising out afford control over any item of events occurring after Common Collateral to, or deposit any item of Common Collateral with, (iii) register ownership of any item of Common Collateral in the Preliminary Approval Date name of or make an assignment of ownership of any Common Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in a similar capacity to agree to comply, in respect of any item of Common Collateral, with instructions or orders from, or to treat, in respect of any item of Common Collateral, as the entitlement holder, (v) hold any item of Common Collateral in trust for (to the extent such item of Common Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a bailee or other third party to hold any item of Common Collateral for the benefit of or subject to the control of or, in respect of any item of Common Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with respect to access to leased premises where any item of Common Collateral is located or waivers or subordination of rights with respect to any item of Common Collateral in favor of, in any case, any First Lien Agent or First Lien Lenders and the Second Lien Agent or Second Priority Secured Party, such Grantor may, until the applicable Discharge of First Lien Lender Claims has occurred, comply with such requirement under the Second Priority Collateral Document as it relates to such Common Collateral by the Court taking any of the Settlement Agreement. Nor shall anything actions set forth above only with respect to, or in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or favor of, the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)First Priority Designated Agent.

Releases. 5.1 Upon A Note Guarantee of a Guarantor will be automatically and unconditionally released and discharged upon: (1) the Effective sale, exchange, disposition or other transfer (including through merger, arrangement, amalgamation or consolidation) of (x) in the case of a Subsidiary Guarantor, the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) either the Co-Issuers or their Restricted Subsidiaries, if after such transaction the Guarantor is no longer a Restricted Subsidiary, or (y) all or substantially all the assets of such Guarantor if such sale, exchange, disposition or other transfer is made in compliance with this Indenture and such entity is not a guarantor or a borrower (if applicable) of the obligations under the ABL Credit Agreement (or is contemporaneously released therefrom); (2) in the case of a Subsidiary Guarantor, the Co-Issuers designating such Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.07 and the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant Section 4.14, the release or discharge of this Settlement Agreementthe guarantee by such Restricted Subsidiary of Indebtedness that gave rise to such guarantee whether such release or discharge occurs upon any action, event, circumstance or occurrence in accordance with the terms thereof or the repayment of the Indebtedness, in consideration for the agreements by the Parties and other good and valuable considerationeach case, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated that resulted in the Settlement. 5.2 Every Proposed Settlement Class Memberobligation to guarantee the Notes, except if a release or discharge is by or as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge a result of any and all rights they may have, and they hereby assume the risk of any mistake in fact payment in connection with the true facts involvedenforcement of remedies under such other guarantee or Indebtedness (it being understood that a release subject to a contingent reinstatement is still considered a release and that if any such guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Guarantee pursuant Section 4.14); (4) in the case of any Subsidiary Guarantor that becomes an Excluded Subsidiary, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Co-Issuers under the ABL Credit Agreement whether such release or discharge occurs upon any action, event, circumstance or occurrence in accordance with the terms thereof or the repayment of the Indebtedness, in each case, under the ABL Credit Agreement and any other then-outstanding Certain Capital Markets Debt, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other guarantee or Indebtedness (except to the extent that such Guarantor would then be required to provide a Guarantee pursuant Section 4.14); (5) the Co-Issuers’ exercise of their legal defeasance option or covenant defeasance option as described under Article 8, or if the Co-Issuers’ Obligations under this Indenture are discharged in accordance with regard the terms of this Indenture; and (6) such Guarantor ceasing to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that be a guarantor (or borrower, if applicable) under the covenants and promises made by Novartis herein constitute adequate consideration ABL Credit Agreement in exchange for accordance with the Released Claims. 5.4 Nothing terms thereof, in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class actioneach case, other than this Civil Action, pursuant to a repayment or refinancing of which the individual is already ABL Credit Agreement (other than in connection with the termination or payoff of the ABL Credit Agreement) (except to the extent that such Guarantor would then be required to provide a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3Guarantee pursuant to Section 4.14).

Releases. 5.1 Upon the Effective Date of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member The Note Guarantee of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors Guaranteeing Subsidiary under the Indenture and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above)Notes, and shall forever be barred the obligations of such Note Guarantor under the Collateral Documents and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with the true facts involved, or with regard to any facts which are now unknown to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Intercreditor Agreement shall be construed to bar any claims of Proposed Settlement Class Members automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, Holdings, Intermediate Holdings, the Issuers, the Trustee or the Class Representatives based on Collateral Agent is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon: (a) the sale, exchange, disposition or arising out other transfer by way of events occurring merger, amalgamation, consolidation, dividend, distribution or otherwise) to a Person other than Holdings, Intermediate Holdings, the Issuers, or a Restricted Subsidiary of (i) the Capital Stock of the applicable Guaranteeing Subsidiary, after which the Preliminary Approval Date Guaranteeing Subsidiary is no longer a Restricted Subsidiary, or (ii) all or substantially all of the assets of such Guaranteeing Subsidiary, in either case which sale, exchange, transfer or other disposition is otherwise not prohibited by the Court Indenture; (b) the Issuer designating the Guaranteeing Subsidiary to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.07 of the Settlement Indenture and the definition of “Unrestricted Subsidiary”; (c) the release or discharge of such Restricted Subsidiary from (x) its guarantee of all Indebtedness under any Credit Agreement (including by reason of the termination of the Credit Agreement. Nor shall anything in this Settlement Agreement be construed to bar ) and/or (y) its guarantee of Indebtedness of the Issuer or any claims of Proposed Settlement Class Members Restricted Subsidiary or the Class Representatives based repayment of the Indebtedness or Disqualified Stock (except in each case a discharge or release by or as a result of payment under such guarantee) that resulted in the obligation to guarantee the Notes, in the case of each of clauses (x) and (y), if the Guaranteeing Subsidiary would not then otherwise be required to guarantee the Notes pursuant to the Indenture; provided that if such Person has incurred any Indebtedness or issued any Disqualified Stock in reliance on its status as a Note Guarantor under Section 4.09 of the Indenture, the Guaranteeing Subsidiary’s obligations under such Indebtedness or arising out Disqualified Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred under Section 4.09 of claims the Indenture; or (d) the Issuers exercising their Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuers’ obligations under the Indenture being discharged in accordance with the terms of the Indenture; (e) as described under Article 9; and in the case of clause (1)(a) above, such Guaranteeing Subsidiary is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Senior EXHIBIT C-Page 8 Secured Credit Facility and the Term Loan A Facility and any certified class actionother Indebtedness of the Issuer or any Restricted Subsidiary. EXHIBIT C-Page 9 In addition, a Note Guarantee will be automatically released upon the Guaranteeing Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing First Lien Priority Indebtedness, the Notes, the Intermediate Holdings Guarantee and the Notes Guarantees or other than this Civil Action, exercise of which the individual is already a member either by virtue of opting-remedies in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)respect thereof.

Releases. 5.1 Upon the Effective Date The Note Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties a Guarantor will automatically be released: (as defined abovea) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) Holdings or a Restricted Subsidiary of Holdings, if the sale or other disposition does not violate Section 4.10 hereof; (b) in connection with regard any sale or other disposition of Capital Stock of a Guarantor to any facts which are now unknown a Person that is not (either before or after giving effect to them. 5.3 The Parties and Proposed Settlement Class Members acknowledge such transaction) Holdings or a Restricted Subsidiary of Holdings, such that, immediately after giving effect to such transaction, such Guarantor would no longer constitute a Restricted Subsidiary of Holdings, if the sale of such Capital Stock of that Guarantor does not violate Section 4.10 hereof; provided, in both cases, that the covenants Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Issuers to the Trustee of an Officers’ Certificate and promises an Opinion of Counsel to the effect that such sale or other disposition was made by Novartis herein constitute adequate consideration the Issuers in exchange accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee (c) if Holdings properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; (d) upon Legal Defeasance or satisfaction and discharge of this Indenture as provided below under Articles 8 and 11 hereof; (e) in connection with any disposition of all or substantially all of the assets of that Guarantor or the Capital Stock of the Guarantor such that the Guarantor ceases to be a Restricted Subsidiary of Holdings if, in either case, the disposition complies with Section 4.07 hereof; (f) in the case of any Restricted Subsidiary which, after the date of this Indenture, is required to guarantee the Notes pursuant to the first or second paragraphs of Section 4.18 hereof (other than as a result of a guarantee of Indebtedness under the Credit Agreement), upon the release or discharge of the Indebtedness or Guarantees incurred by such Restricted Subsidiary which resulted in the obligation to guarantee the Notes (which release may be conditioned upon the concurrent release of the Note Guarantee hereunder); or (g) in the case of any Guarantor which is also a guarantor under the Credit Agreement on the date of this Indenture, upon the release of such guarantee under the Credit Agreement (which release under the Credit Agreement may be conditioned upon the concurrent release of the Note Guarantee hereunder). Any Guarantor not released from its obligations under its Note Guarantee as provided in this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon Notwithstanding anything to the Effective contrary contained in the Loan Documents, Borrower may from time to time request and Lender shall release a Release Parcel or Lot from the lien of the Mortgage thereon upon satisfaction of the following conditions: (a) Lender shall have received, not less than fifteen (15) days prior to the Release Date with respect to a Release Parcel and ten (10) days prior to the Release Date with respect to a Lot, notice of this Settlement Agreementthe proposed release (a "Release Notice") identifying the Release Parcel or Lot proposed to be released and the proposed Release Date, in consideration together with (i) a copy of the Bona Fide Contract for the agreements by the Parties and other good and valuable considerationsale of such Release Parcel or Lot, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member (ii) a calculation of the Proposed Settlement ClassRelease Proceeds and Release Price for such Release Parcel or Lot, on behalf (iii) an accurate legal description of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above)such Release Parcel or Lot, and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of iv) any and all rights they may havedocuments and instruments to be executed by Lender in order to effect the release. (b) Such release shall occur simultaneously with the sale of the Release Parcel or Lot pursuant to a Bona Fide Contract; (c) Borrower shall obtain the approval or consent of all Persons having the legal right to approve or consent to the sale or release of such Release Parcel or Lot, including the approval or consent of any Persons having an interest in the Property that would be affected thereby to the extent such approval is required pursuant to the terms of the documents evidencing such interest; (d) The Release Parcel or Lot and the balance of the Property shall, after giving effect to such release, each conform to and be in compliance with all Legal Requirements and constitute separately assessed tax lots; (e) Lender shall have received such additional documentation and information as shall be reasonably requested by Lender in connection with such release not more than three (3) Business Days after such request; and (f) No Event of Default, and they hereby assume no event that, with notice and/or the risk passage of any mistake in fact time would become an Event of Default, shall have occurred and be continuing under the Loan Documents on the date Lender shall receive the Release Notice or on the Release Date; (g) On the Release Date an amount equal to (i) the Release Proceeds for such Release Parcel or Lot and (ii) all costs and expenses (including, but not limited to, recording charges, taxes and fees and reasonable attorneys' fees and disbursements) in connection with the true facts involvedsuch release shall be deposited by wire transfer into the Cash Collateral Account; (h) If the Release Parcel is a portion of the Property, Lender shall receive promptly after the Release Date an endorsement to the Title Insurance Policy insuring the Mortgage (A) extending the effective date of the policy or with regard policies to the Release Date and (B) confirming no change in the priority of the Mortgage on the balance of the Property or in the amount of the insurance or the coverage under the policy or policies (including coverage provided by any facts which are now unknown "zoning" endorsement and "separate tax lot" endorsement, if applicable); and (i) Lender shall receive on the Release Date a certificate of Borrower, dated the Release Date, confirming that (A) all of the conditions to them. 5.3 The Parties the release of the Release Parcel or Lot under this Paragraph have been satisfied and Proposed Settlement Class Members acknowledge that (B) the covenants and promises made by Novartis herein constitute adequate consideration in exchange Bona Fide Contract for the Released Claimssale of such Release Parcel or Lot has not been modified or amended and there are no agreements, oral or written, relating thereto. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).

Releases. 5.1 Upon the Effective Date The obligations of this Settlement Agreement, in consideration for the agreements by the Parties any Guarantor under its Note Guarantee will be automatically and other good unconditionally released and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against discharged when any of the Released Parties and their counselfollowing occurs: (a) in connection with any sale or other disposition (including by merger, whether liquidation or not the claims otherwise) of (i) Capital Stock of the Proposed Settlement Class Members have been approvedguarantor after which such guarantor is no longer a Subsidiary of Holdings, allowed, substantiated or rejected. Unless a Named Plaintiff (ii) all or Proposed Settlement Class Member opts out substantially all of the Settlement assets of such guarantor (other than Holdings), in each case, which sale or other disposition complies with the applicable provisions of this Indenture; (b) if Holdings properly designates the Guarantor (other than Holdings) as an Unrestricted Subsidiary pursuant to Paragraph 10.28 below, the terms of this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated Indenture; (c) solely in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out case of a Note Guarantee created pursuant to Paragraph 10.28 belowSection 4.07 hereof upon, the release or discharge of the Note Guarantee or incurrence of indebtedness that resulted in the creation of such Note Guarantee or incurrence of indebtedness pursuant to that covenant, except a discharge or release by or as a result of payment under such Guarantee or incurrence of indebtedness; (d) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 11 hereof; (e) upon payment in full of the aggregate principal amount of all Notes then outstanding and all other obligations under this Indenture and the Notes then due and owing; (f) pursuant to Article 9 hereof; or (g) in the case of any guarantor (other than Holdings), shall upon the release of such guarantee under both Credit Facilities (which release under such Credit Facilities may be deemed conditioned upon the concurrent release of the guarantee of the Notes hereunder), except by reason of the termination or repayment in full of the Credit Facilities. Upon any occurrence giving rise to a release of a Note Guarantee as specified above, the Trustee will execute any documents reasonably requested by the Issuer and shall have knowingly at the Issuer’s expense in order to evidence or effect such release, termination and voluntarily waiveddischarge in respect of such guarantee. None of the Issuer, releasedany Guarantor or the Trustee will be required to make a notation on the Notes to reflect any Note Guarantee or any such release, discharged and dismissed termination or discharge. Notwithstanding anything to the Released Claimscontrary herein, with full knowledge Opinions of any and all rights they may have, and they hereby assume the risk of any mistake in fact Counsel will not be required in connection with the true facts involved, or with regard to release of any facts which are now unknown to them. 5.3 The Parties Guarantor (and Proposed Settlement Class Members acknowledge that the covenants and promises made release of any Collateral owned by Novartis herein constitute adequate consideration such Guarantor) permitted by this Indenture. Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 10.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, and interest on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 10.

Releases. 5.1 Upon (a) Effective upon the Effective Date Closing, the Company, for itself and each of its Subsidiaries, hereby irrevocably and unconditionally releases and forever discharges Seller and its Affiliates from any and all claims, charges, complaints, causes of action, damages, agreements and liabilities of any kind or nature whatsoever (“Released Claims”), whether known or unknown and whether at law or in equity, arising from conduct occurring on or prior to the Closing Date, including, without limitation, any Released Claims relating to or arising out of Seller’s ownership of Company Interests; provided, that (i) nothing contained in this Section 6.5 shall release Seller from its obligations and liabilities under this Agreement or any other Transaction Document or constitute a waiver of any claims that Purchaser may bring or have for indemnification from Seller under Article 10 of this Settlement Agreement and (ii) this release shall only relate to those claims arising from conduct occurring on or before the Closing. (b) Effective upon the Closing, Seller, in its capacity as the sole holder of Company Interests, hereby irrevocably and unconditionally releases and forever discharges the Company and Sterno from any and all Released Claims, whether known or unknown and whether at law or in equity, arising from conduct occurring on or prior to the Closing Date, including, without limitation, any Released Claims relating to or arising out of Seller’s ownership of Company Interests; provided, that (i) nothing contained in this Section 6.5(b) shall release the Company or any of its Affiliates from his, her or its respective obligations and liabilities under this Agreement or any other Transaction Document or constitute a waiver of any claims that Seller may bring or have for indemnification from Purchaser or the Company under Article 10 of this Agreement, (ii) this release shall only relate to those claims arising from conduct occurring on or before the Closing and (iii) nothing contained in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member this Section 6.5(b) shall operate to release any obligations of the Proposed Settlement ClassCompany, on behalf or obligate any person to refrain from making claims or commencing any proceedings to the extent that the Company’s organizational documents confer rights to indemnification and/or advancement of themselvesexpenses to any person as an officer and/or director, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge or an agent serving in any capacity (such as a trustee) at the Released Parties (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any request of the Released Parties and their counselCompany, whether arising under, or not in connection with, such rights. (c) In granting the claims foregoing releases, each of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out parties hereby declares its intention to release all of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, whether known or unknown and whether or not currently suspected, and hereby waives with full knowledge of regard to the Released Claims any and all rights they may haveor protections under California Civil Code Section 1542 or similar statutes, and they hereby assume the risk of any mistake in fact in connection with the true facts involvedwhich provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, or with regard to any facts which are now unknown to themWHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released Claims. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).”

Releases. 5.1 Upon the Effective Date The Note Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties a Subsidiary Guarantor (and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf Parent and Luxco2 in the case of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties clauses (as defined above) from each and every Released Claim (as defined in Paragraph 2.20 above4), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below5), shall (6) and (7) below) will be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact : (1) in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Subsidiary Guarantor (including by way of merger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 hereof; (2) in connection with regard any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 hereof and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (3) if the Parent designates any facts which are now unknown Restricted Subsidiary that is a Subsidiary Guarantor to them.be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; 5.3 The Parties (4) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 hereof or satisfaction and Proposed Settlement Class Members acknowledge discharge of this Indenture in accordance with Article 13 hereof; (5) in connection with enforcement actions taken in accordance with Clause 13 (Enforcement of Transaction Security) of the Intercreditor Agreement and the similar provisions in any Additional Intercreditor Agreement; (6) upon the full and final payment and performance of all obligations of the Issuer and the Guarantors under this Indenture and the Notes; or (7) the circumstances provided for under Article 9. Upon any occurrence giving rise to a release of a Note Guarantee as specified in clauses (1) through (7) above, the Trustee, subject to receipt of certain documents from the Issuer and/or any Guarantor requested pursuant to the terms of this Indenture and at the expense of the Issuer, will execute any documents reasonably required in order to evidence or effect such release, discharge and termination in respect of such Note Guarantee. No release and discharge of the Note Guarantee will be effective against the Trustee, the Security Agent or the Holders until the Issuer shall have delivered to the Trustee and the Security Agent an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture and the covenants Security Documents relating to such release and promises made by Novartis herein constitute adequate consideration discharge have been satisfied and that such release and discharge is authorized and permitted under this Indenture and the Security Documents and the Trustee and the Security Agent shall be entitled to rely on such Officers’ Certificate and Opinion of Counsel absolutely and without further enquiry. Neither the Issuer, the Trustee nor any Guarantor will be required to make a notation on the Notes to reflect any such release, discharge or termination. Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 11.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, interest and Additional Amounts, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 11.

Releases. 5.1 Upon the Effective Date (a) The Note Guarantee of this Settlement Agreement, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement Class, on behalf of themselves, their heirs, executors, administrators, predecessors, successors and assigns shall hereby release, remise and forever discharge the Released Parties a Guarantor will be released automatically: (as defined above1) from each and every Released Claim (as defined in Paragraph 2.20 above), and shall forever be barred and enjoined from initiating, continuing, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), shall be deemed to and shall have knowingly and voluntarily waived, released, discharged and dismissed the Released Claims, with full knowledge of any and all rights they may have, and they hereby assume the risk of any mistake in fact in connection with any sale or other disposition of all or substantially all of the true facts involvedassets of that Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 3.09 and Section 4.10 of this Indenture; (2) in connection with regard any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 3.09 and Section 4.10 of this Indenture and the Guarantor ceases to be a Wholly-Owned Domestic Subsidiary of the Company as a result of the sale or other disposition; provided that following any facts which are now unknown such sale or other disposition of Capital Stock, such Guarantor does not Guarantee the Credit Agreement; (3) if the Company designates any Restricted Subsidiary that is a Guarantor to thembe an Unrestricted Subsidiary in accordance with Section 4.19 of this Indenture; (4) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02, Section 8.03 and Section 12.01; or (5) in the case of any Guarantor that would not otherwise be required by this Indenture to provide a Note Guarantee if such Guarantor did not Guarantee the Credit Agreement, if such Guarantor’s Guarantee of the Credit Agreement is released in accordance with the terms thereof (unless such release is made in connection with payment by such Guarantor upon its Guarantee). 5.3 The Parties and Proposed Settlement Class Members acknowledge that the covenants and promises made by Novartis herein constitute adequate consideration (b) Any Guarantor not released from its obligations under its Note Guarantee as provided in exchange this Section 11.05 will remain liable for the Released Claims. 5.4 Nothing full amount of principal of, premium on, if any, interest and Special Interest, if any, on, the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3)Article 11.

Releases. 5.1 Upon (a) Effective upon the Effective Date of this Settlement AgreementClosing, in consideration for the agreements by the Parties and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, all Named Plaintiffs and each and every member of the Proposed Settlement ClassSeller, on behalf of themselvesitself and its Subsidiaries (not including the Company) (the “Seller Releasors”), hereby irrevocably waives, releases and discharges Buyer and the Company and their heirsrespective Affiliates, executorsstockholders, administratorsdirectors, predecessorsofficers, successors employees and assigns shall hereby release, remise and forever discharge representatives (the Released Parties (as defined above“Buyer Releasees”) from each any and every Released Claim all Liabilities and obligations to the Seller Releasors of any kind or nature whatsoever (as defined including in Paragraph 2.20 aboverespect of any rights of contribution or indemnification), whether arising under any Contract or otherwise at Law or in equity, and whether or not then known (other than Liabilities that arise under this Agreement), and shall forever be barred Seller, on behalf of itself and enjoined the Seller Releasors, agrees that it will not seek to recover any such Liabilities in connection therewith or thereunder from initiatingthe Buyer Releasees; provided, continuinghowever, filing or otherwise prosecuting any Released Claim against any of the Released Parties and their counsel, whether or not the claims of the Proposed Settlement Class Members have been approved, allowed, substantiated or rejected. Unless a Named Plaintiff or Proposed Settlement Class Member opts out of the Settlement pursuant to Paragraph 10.28 below, that nothing in this Release shall apply whether or not such individual has executed and delivered a Claim Form or otherwise actively participated in the Settlement. 5.2 Every Proposed Settlement Class Member, as defined above (except for those who opt out pursuant to Paragraph 10.28 below), Section 7.9(a) shall be deemed to constitute a release, discharge or covenant not to ▇▇▇ Buyer with respect to any claim, action, cause of action or suit for breach of this Agreement. (b) Effective upon the Closing, Buyer, on behalf of itself and shall have knowingly its direct and voluntarily waivedindirect parent companies and Subsidiaries, releasedincluding the Company after the Closing (the “Buyer Releasors”), discharged hereby irrevocably waives, releases and dismissed discharges Seller, its Subsidiaries (not including the Released ClaimsCompany) and their respective Affiliates, with full knowledge stockholders, directors, officers, employees and representatives (the “Seller Releasees”) of and from any and all Liabilities and obligations to the Buyer Releasors of any kind or nature whatsoever (including in respect of any rights they may haveof contribution or indemnification), whether arising under any Contract or otherwise at Law or in equity, and they hereby assume whether or not then known (other than Liabilities that arise under this Agreement), and Buyer, on behalf of itself and the risk of Buyer Releasors, agrees that it will not seek to recover any mistake in fact such Liabilities in connection therewith or thereunder from the Seller Releasees; provided, however, that nothing in this Section 7.9 shall be deemed to constitute a release, discharge or covenant not to ▇▇▇ Seller with the true facts involved, or with regard respect to any facts which are now unknown to themclaim, action, cause of action or suit for breach of this Agreement. 5.3 The Parties and Proposed Settlement Class Members acknowledge that (c) This Section 7.9 shall survive the covenants and promises made by Novartis herein constitute adequate consideration in exchange for the Released ClaimsClosing. 5.4 Nothing in this Settlement Agreement shall be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of events occurring after the Preliminary Approval Date by the Court of the Settlement Agreement. Nor shall anything in this Settlement Agreement be construed to bar any claims of Proposed Settlement Class Members or the Class Representatives based on or arising out of claims in any certified class action, other than this Civil Action, of which the individual is already a member either by virtue of opting-in under 29 U.S.C. § 216(b) or because the class is certified under Rule 23(b)(2) and/or Rule 23(b)(3).