Common use of Release of Guarantees Clause in Contracts

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior to the Closing Date in Seller’s efforts to terminate as of the Closing, all guarantees or commitments by Seller or its Affiliates (other than the Companies and the Transferred Subsidiaries) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that such documents, as are reasonably requested by Seller or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16.

Release of Guarantees. Prior to the Closing, Seller and Purchaser shall reasonably cooperate with Seller prior to the Closing Date in Seller’s and shall use their respective commercially reasonable efforts to terminate to, effective as of the Closing, (a) terminate or cause to be terminated, or cause Purchaser or one of its Affiliates to be substituted in all guarantees or commitments by respects for Seller or and any of its Affiliates (other than the Acquired Companies) (collectively, the “Released Parties”) in respect of all liabilities and obligations of the Released Parties under any guarantee of or relating to liabilities or obligations (including under any Material Contract, Contract or letter of credit) of the Acquired Companies and the Transferred Subsidiaries) of specified obligations of any listed in Section 5.11 of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party Seller Disclosure Schedule (collectively, the “Seller Performance Guarantees”), including if requested and (b) cause Purchaser or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith) issued on behalf of Purchaser or one of its Affiliates in replacement of all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Released Parties for the benefit of the Acquired Companies and listed in Section 5.11 of the Disclosure Schedule (collectively, the “Surety Bonds”). In the case of the failure to do so by the relevant beneficiary Closing, then, Seller and Purchaser shall continue to cooperate and use their respective commercially reasonable efforts as described in the preceding sentence, and Purchaser shall (i) indemnify the Released Parties for any and all liabilities or obligations arising from such Guarantees and Surety Bonds and (ii) not permit the Acquired Companies or their Affiliates to (A) renew or extend the term of such Seller Performance Guarantee following discussions between such beneficiary and Purchaseror (B) increase its obligations under, by offering guaranteesor transfer to another third party, support any Material Contract, Contract or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters letter of credit or insurance) other liability or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take obligation for which any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) Released Party is or would reasonably be expected to be renewed, extended, expanded liable under such Guarantee or amended after Surety Bond. To the Closing. If extent that any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”)Released Party has performance obligations under any such Guarantee or Surety Bond, Purchaser shall (a) use its commercially reasonable best efforts to procure that the Continuing Seller Performance Guarantees (I) fully perform or cause to be terminated fully performed such obligations on behalf of such Released Party or (II) otherwise take such action as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that such documents, as are reasonably requested by Seller so as to place such Released Party in the same position as if Purchaser, and not such Released Party, had performed or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16were performing such obligations.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller From and after the date hereof and prior to the Closing Date Closing, Purchaser and Seller shall, and shall cause their respective Affiliates to, subject (in Seller’s the case of Seller and its Affiliates) to the terms set forth in the last sentence of Section 5.8, use their respective reasonable best efforts to terminate obtain from each beneficiary of a Guarantee and deliver to Seller a full and unconditional release, effective as of the Closing, of all guarantees or commitments by of the obligations and liabilities of Seller or and its Affiliates (other than the Companies Company) with respect to each such Guarantee (which release shall be in a form reasonably acceptable to Seller and the Transferred SubsidiariesPurchaser) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance GuaranteesGuarantee Release”). In furtherance of the foregoing, including if requested by the relevant Seller or any beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”)a Guaranty, Purchaser shall (aor shall cause an Affiliate thereof designated by Seller or any such beneficiary to), effective at the Closing, agree to assume and be liable and responsible for (through the execution of a Contract containing terms and conditions that are reasonably acceptable to Seller and such beneficiary) any and all of the obligations and liabilities of Seller or any Affiliate thereof with respect to any Guarantee, including any obligation of Seller or any such Affiliate to cause the Company to perform its obligations under any Contract that are guaranteed by Seller or any Affiliate thereof and be liable to such beneficiary for any breach or non-compliance by the Company with the terms set forth therein (the obligations so assumed, the “Guaranteed Assumed Obligations”). In the event Purchaser and Seller have not, as of the Closing, obtained a Guarantee Release with respect to each Guarantee, (i) Purchaser shall use its reasonable best efforts to procure do so following the Closing, including by agreeing to assume (in accordance with the terms set forth in the immediately preceding sentence) the Guaranteed Assumed Obligations through the execution of a Contract containing terms and conditions that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms are reasonably acceptable to Seller and the parties to this Agreementbeneficiary of the applicable Guarantee, (bii) defendPurchaser shall not permit, and shall cause the Company not to permit, any Contract to which such Guarantee relates to be amended, supplemented, modified, renewed or extended in a manner that increases or extends, or that is reasonably likely to increase or extend, the obligations of Seller or any Affiliate thereunder, without the prior written consent of Seller, and (iii) Purchaser shall, and shall cause the Company to, indemnify and hold harmless each of Seller and its Affiliates (other than the Company) from and against any and from, and reimburse Seller and its Affiliates for any losses all Losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that such documents, as are reasonably requested by Seller or any of its Affiliates, be executed by Purchaser Affiliates (other than the Company) arising out of or relating to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16any such Guarantee.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior to the Closing Date in Seller’s use its commercially reasonable efforts to terminate as cause the applicable member of the Closing, all guarantees or commitments by Seller or its Affiliates (other than the Companies and the Transferred Subsidiaries) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) Group to be renewedfully and irrevocably released, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated Date or as promptly as practicable after the Closing on terms reasonably acceptable Date, in respect of all obligations under any guaranties, letters of credit, letters of comfort, bid bonds or performance or surety bonds, or collateral obtained or given by the Seller Group relating to the parties PP&S Business, any Purchased Asset or any Assumed Liability (including as a result of the Seller Group’s remaining directly or indirectly liable for, or otherwise having credit exposure with respect to, any Assumed Liabilities) (collectively, the “Seller Guarantees”). If Purchaser is not able to this Agreementrelease any such Seller Guarantee, (b) defend, indemnify Seller shall or shall cause the applicable member of the Seller Group to maintain such Seller Guarantee in full force and hold harmless effect until such time as such Seller and its Affiliates against and fromGuarantee is released, and reimburse Purchaser shall indemnify the Seller Indemnified Parties against any and its Affiliates for any losses incurred all payments required to be made by the extent relating to or arising applicable member of the Seller Group under the Continuing such Seller Performance Guarantees following Guarantee after the Closing Date. Without limiting the foregoing, after the Closing Date, Purchaser shall not, and (c) procure shall cause its Subsidiaries not to, renew, extend, amend or supplement any Contract or Liability that such documents, as are is covered by a Seller Guarantee without providing Seller with evidence reasonably requested satisfactory to it that the Seller Guarantee has been released. Any cash or other collateral posted by the Seller or its Affiliates, Group in respect of any Seller Guarantee shall be executed by Purchaser delivered to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16Seller.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior (a) Prior to the Closing Date in Closing, Seller’s , Buyer and LDC shall cooperate and shall use their respective commercially reasonable efforts to terminate to, effective as of the Closing, on terms reasonably acceptable to Buyer and Seller, (i) terminate or cause to be terminated, or, if required for the continued operation of the Company post-Closing in the ordinary course, cause Buyer or one of its Affiliates to be substituted in all guarantees or commitments by respects for Seller or and any of its Affiliates (other than the Companies Company) (each, a “Released Party” and collectively, the Transferred Subsidiaries“Released Parties”) in respect of all liabilities of the Released Parties under, each guarantee, deposit or letter of credit of or relating to liabilities (including under any Material Contract, Contract, Company Lease or other lease of Leased Real Property) of specified obligations the Company, including those set forth on Schedule 6.13(a)(i) (“Guarantees”); provided, however, that Seller shall remain solely responsible for any amounts payable to the extent related to the period prior to the Closing under any Guarantee, and (ii) cause Buyer or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith), or other security acceptable to the applicable obligee, issued on behalf of Buyer or one of its Affiliates in replacement of all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Companies or Released Parties for the Transferred Subsidiaries under any agreements to which any benefit of the Companies or Company that are required for the Transferred Subsidiaries is a party continued operation of the Company in the ordinary course, including those set forth on Schedule 6.13(a)(ii) (the “Seller Performance GuaranteesSurety Bonds”); provided, including if requested however, that Seller shall remain solely responsible for any amounts payable to the extent related to the period prior to the Closing under any Surety Bond that was not so replaced. In the case of the failure to do so by the relevant beneficiary Closing, then, following Closing, Seller, Buyer and the Company (which will then be owned by Buyer) shall continue to cooperate and use their respective commercially reasonable efforts as described in the preceding sentence. Notwithstanding anything to the contrary in the immediately preceding sentence, with respect to the Guarantees under the Company Lease, prior to the Closing, (1) Buyer, LDC or one of such Seller Performance Guarantee following discussions between such beneficiary and Purchasertheir respective Affiliates shall post a certificate of deposit, by offering guarantees, support cash deposit or other security arrangements reasonably acceptable to the relevant beneficiary cash collateral in replacement of such Seller Performance Guarantee (including bank any existing certificate of deposit, cash deposit or other third-party guaranteescash collateral previously posted by Seller, letters in amounts and on terms required by the landlord under the Landlord Consent and (2) LDC shall provide a guarantee of credit or insurance) or taking such other actions as Purchaser the Company’s obligations under the Company Lease in replacement of any existing guarantee previously provided by Seller on the terms required under the Landlord Consent. From and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of , Buyer and the Closing Company (the “Continuing Seller Performance Guarantees”), Purchaser which will then be owned by Buyer) shall (ax) use its reasonable best efforts to procure that indemnify the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates Released Parties for any and all liabilities and losses incurred arising from any Guarantees (other than the Guarantees under the Company Lease, which will be handled in accordance with the immediately preceding sentence) and Surety Bonds to the extent relating related to or arising under the Continuing Seller Performance Guarantees following period from and after the Closing and (cy) procure not permit the Company or its Affiliates to (A) renew or extend the term of, (B) amend or waive any provision of, (C) increase its obligations under, or (D) transfer to another third party any Material Contract, Contract, letter of credit, Company Lease or other lease of Leased Real Property or other liability for which any Released Party is or would be liable under such Guarantee (other than the Guarantees under the Company Lease, which will be handled in accordance with the immediately preceding sentence) or Surety Bond; provided, however, that in the case of clause (D), Buyer shall not be prevented from making any such documentstransfer in connection with the direct or indirect sale of the Company or all of the Company’s assets to an unaffiliated third party, provided that no such transfer or assignment shall relieve Buyer of its obligations under this Section 6.13(a). To the extent that any Released Party has performance obligations under any such Guarantee or Surety Bond related to the period from and after the Closing, Buyer, the Company (which will then be owned by Buyer) and, solely with respect to the Guarantees under the Company Lease, LDC, shall use their commercially reasonable efforts to (I) fully perform or cause to be fully performed such obligations on behalf of such Released Party or (II) otherwise take such action as are reasonably requested by Seller so as to place such Released Party in the same position as if Buyer, the 57 Company (which will then be owned by Buyer) or its AffiliatesLDC (solely with respect to the Guarantees under the Company Lease), be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16not such Released Party, had performed or was performing such obligations.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor to the Closing Date in Seller’s efforts to terminate as of the Closing, all guarantees or commitments by Seller or its Affiliates (a Person other than the Companies and the Transferred Subsidiaries) of specified obligations of any Company or an Affiliate of the Companies or the Transferred Subsidiaries under Company in a transaction not prohibited by any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains covenant contained in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defendof the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, indemnify refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and hold harmless Seller by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Affiliates against Subsidiary Guarantee Agreement and fromshall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and reimburse Seller be continuing, (ii) no amount is then due and its Affiliates for any losses incurred payable under such Subsidiary Guarantee Agreement, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the foregoing requirements and (iv) to the extent relating that any fee is paid to or arising lenders under the Continuing Seller Performance Guarantees following Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the Closing magnitude of the outstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and (c) procure that execute such documentsdocuments as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY USA By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director METLIFE INSURANCE K.K. by MetLife Investment Management, LLC, Its Investment Manager AXIS REINSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager SYMETRA LIFE INSURANCE COMPANY by White Mountains Advisors, LLC, as are reasonably requested Investment Manager by Seller or its AffiliatesMetLife Investment Management, LLC, Its Sub-Investment Manager UNION FIDELITY LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Adviser By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director INFORMATION SCHEDULE Authorized Officers for MetLife C. Xxxxx Xxxxxx, Managing Director Xxxx X. Xxxxx, Managing Director Xxxxxxxx Xxxxxxx, Director Authorized Officers for the Company Xxxxxxxx X. Xxxxx, President and Chief Executive Officer Xxxxx X. XxXxxx, Executive Vice President and Chief Financial Officer Xxxxxxxx X. Xxxx, Assistant Treasurer SCHEDULE A INFORMATION RELATING TO SERIES A PURCHASERS AND SERIES B PURCHASERS Name and Address of Purchaser Note Registration Number and PrincipalAmount of Notes to be executed by Purchaser Purchased METROPOLITAN LIFE INSURANCE COMPANY RA-1; $3,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 (Securities to further evidence be registered in the obligations set forth in clauses (a) and (b) name of this Section 7.16.Metropolitan Life Insurance Company)

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior (a) Prior to the Closing Date in Seller’s Closing, Seller and Buyer shall cooperate and shall use their respective commercially reasonable efforts to terminate to, effective as of the Closing, on terms reasonably acceptable to Buyer and Seller, (i) terminate or cause to be terminated, or, if required for the continued operation of the Company post-Closing in the ordinary course of business, cause Buyer or one of its Affiliates to be substituted in all guarantees or commitments by respects for Seller or and any of its Affiliates (other than the Companies Company) (each, a “Released Party” and collectively, the Transferred Subsidiaries“Released Parties”) in respect of all liabilities of the Released Parties under each guarantee, deposit or letter of credit of or relating to liabilities (including under any Material Contract, Contract, Company Lease or other real property lease) of specified obligations the Company, as set forth on Schedule 6.15(a)(i) (“Guarantees”); provided, however, that Seller shall remain solely responsible for any amounts payable to the extent related to the period prior to the Closing under any Guarantee, and (ii) cause Buyer or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith), or other security acceptable to the applicable obligee, issued on behalf of Buyer or one of its Affiliates in replacement of all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Companies or Released Parties for the Transferred Subsidiaries under any agreements to which any benefit of the Companies or Company that is required for the Transferred Subsidiaries is a party continued operation of the Company in the ordinary course, as set forth on Schedule 6.15(a)(ii) (the “Seller Performance GuaranteesSurety Bonds”); provided, including if requested by the relevant beneficiary of such however, that Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates remain solely responsible for any losses incurred amounts payable to the extent relating related to or the period prior to the Closing under any Surety Bond that was not so replaced. In the case of the failure to do so by the Closing, then, following Closing, Seller and Buyer shall continue to cooperate and use their respective commercially reasonable efforts as described in the preceding sentence. Buyer shall (x) indemnify the Released Parties for any and all liabilities and losses arising under from such Guarantees and Surety Bonds to the Continuing Seller Performance Guarantees following extent related to the period from and after the Closing and (cy) procure not permit the Company or its Affiliates to (A) renew or extend the term of, (B) amend or waive any provision of, (C) increase its obligations under, or (D) transfer to another third party any Material Contract, Contract, letter of credit, Company Lease or other real property lease or other liability for which any Released Party is or would be liable under such Guarantee or Surety Bond. To the extent that any Released Party has performance obligations under any such documentsGuarantee or Surety Bond related to the period from and after the Closing, Buyer shall use commercially reasonable efforts to (I) fully perform or cause to be fully performed such obligations on behalf of such Released Party or (II) otherwise take such action as are reasonably requested by Seller so as to place such Released Party in the same position as if Buyer (and not such Released Party) had performed or was performing such obligations. For the avoidance of doubt, Buyer or its AffiliatesAffiliates shall, if required by the applicable obligee, post a letter of credit, cash deposit or otherwise provide appropriate assurances in replacement of any existing letters of credit, cash deposits or other assurances acceptable to the applicable obligee in amounts and on terms as may be executed required by Purchaser the applicable obligee but in no event greater than the existing amount of any such letter of credit, cash deposit or assurance to further evidence effectuate the obligations set forth in clauses (a) and (b) of this Section 7.16foregoing with respect to the Guarantees.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior Prior to the Closing Date in Seller’s Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to terminate to, effective as of the ClosingClosing Date, (i) terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all guarantees respects for Seller and any of its Affiliates or commitments by Seller or its former Affiliates (other than the Companies and Acquired Companies) (collectively, the Transferred Subsidiaries“Released Parties“) in respect of all obligations of the Released Parties under, any guarantee of or relating to obligations or liabilities (including under any Contract, letter of credit or Company Lease) of specified obligations the Acquired Companies listed on Section 4.12 of the Company Disclosure Letter (“Guarantees“) or entered into or issued following the date hereof in the ordinary course of business (including renewals and extensions of any of the foregoing) and (ii) cause Buyer or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith) issued on behalf of Buyer or one of its Affiliates in replacement of, but not having materially worse terms for the Buyer and the Acquired Companies or than, all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Transferred Subsidiaries under any agreements to which Released Parties for the benefit of any of the Acquired Companies or and listed on Section 4.12 of the Transferred Subsidiaries is a party Company Disclosure Letter (the “Seller Performance Guarantees”Surety Bonds“) or issued following the date hereof in the ordinary course of business (including renewals and extensions of any of the foregoing), including if requested . In the case of the failure to do so by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (Date, then, Seller, on the “Continuing Seller Performance Guarantees”)one hand, Purchaser and Buyer and the Company, jointly and severally, on the other hand, shall (a) continue to cooperate and use its their respective reasonable best efforts to procure that terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Continuing Seller Performance Released Parties in respect of, all obligations of the Released Parties under any such Guarantees be terminated as promptly as practicable after the Closing and to replace surety bonds issued on terms reasonably acceptable to the parties to this Agreementbehalf of Released Parties with surety bonds issued on behalf of Buyer or one of its Affiliates, and Buyer shall (bi) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates the Released Parties for any losses incurred Damages arising from such Guarantees and surety bonds and (ii) not permit any Acquired Company or Affiliates to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Released Party is or would reasonably be expected to be liable under such Guarantee and Surety Bond. To the extent relating that any Released Party has performance obligations under any such Guarantee or Surety Bond, Buyer shall use reasonable best efforts to (i) perform such obligations on behalf of such Released Party or arising under the Continuing Seller Performance Guarantees following the Closing and (cii) procure that otherwise take such documents, action as are reasonably requested by Seller so as to put such Released Party in the same position as if Buyer, and not such Released Party, had performed or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16were performing such obligations.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior Prior to the Closing Date in Seller’s efforts to terminate as of the Closing, the parties hereto agree to cooperate and use their commercially reasonable efforts to obtain the release of the Seller or its Affiliates that are a party to each of the guarantees, performance bonds, bid bonds and other similar agreements listed on Schedule 6.10 of the Disclosure Schedules (the “Guarantees”), in each case, effective at and from the Closing and otherwise in form and substance reasonably satisfactory to the Seller; provided, that such replacement support shall be on terms and conditions no more onerous, including amount, than those contained in the applicable Guarantee being released. Prior to the Closing, the Seller shall not, and shall cause the Company Entities not to, terminate, amend, cause to lapse or otherwise cancel or reduce any Guarantee without the Buyer’s prior written consent. In the event any of the Guarantees are not released at the Closing, until such Guarantee is released or has terminated or expired in accordance with its terms: (a) the Buyer will provide the Seller at the Closing with a guarantee that guarantees, indemnifies and holds the Seller and its Affiliates (other than the Company Entities) that are a party to each such Guarantee harmless for any and all guarantees or commitments payments required to be made under, and costs and expenses incurred in connection with, such Guarantee by the Seller or its Affiliates (other than the Companies and the Transferred SubsidiariesCompany Entities) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is that are a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of to such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this AgreementGuarantee, (b) defend, indemnify and hold harmless the parties will continue to use their respective commercially reasonable efforts to obtain the release of the Seller and or its Affiliates against (other than the Company Entities), as applicable, from the Guarantees that are not released at the Closing, in each case, in form and from, and reimburse Seller and its Affiliates for any losses incurred substance reasonably satisfactory to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and Seller, (c) procure that the Seller shall not, and shall not permit its Affiliates to effect any amendment or other changes with respect to any such documents, as are reasonably requested by Seller or its Affiliates, be executed by Purchaser to further evidence Guarantee without the obligations set forth in clauses (a) consent of the Buyer and (bd) the parties will reasonably promptly notify the other parties in writing of this Section 7.16any material development or change with respect to any such Guarantee.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller From and after the date hereof and prior to the Closing Date Closing, Purchaser and Seller shall, and shall cause their respective Affiliates to, subject (in Seller’s the case of Seller and its Affiliates) to the terms set forth in the last sentence of Section 5.8, use their respective commercially reasonable efforts to terminate obtain from each beneficiary of a Guarantee and deliver to Seller a full and unconditional release, effective as of the Closing, of all guarantees or commitments by of the obligations and liabilities of Seller or and its Affiliates (other than the Companies Company) with respect to each such Guarantee (which release shall be in a form reasonably acceptable to Seller and the Transferred SubsidiariesPurchaser) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance GuaranteesGuarantee Release”). In furtherance of the foregoing, including if requested by the relevant Seller or any beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”)a Guaranty, Purchaser shall (or shall cause an Affiliate thereof designated by Seller or any such beneficiary to), effective at the Closing, (a) use its reasonable best efforts agree to procure assume and be liable and responsible for (through the execution of a Contract containing terms and conditions that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms are reasonably acceptable to Seller and such beneficiary) any and all of the parties obligations and liabilities of Seller or any Affiliate thereof with respect to this Agreementany Guarantee, including any obligation of Seller or any such Affiliate to cause the Company to perform its obligations under any Contract that are guaranteed by Seller or any Affiliate thereof and be liable to such beneficiary for any breach or non-compliance by the Company with the terms set forth therein (the obligations so assumed, the “Guaranteed Assumed Obligations”), and/or (b) defenddeliver to the beneficiary of any Guarantee such additional credit support or enhancement (including for example a letter of credit) as such beneficiary may request in connection with agreeing to provide a Guarantee Release. In the event Purchaser and Seller have not, as of the Closing, obtained a Guarantee Release with respect to each Guarantee, (i) Purchaser shall use commercially reasonable efforts to do so following the Closing, including by agreeing to assume (in accordance with the terms set forth in the immediately preceding sentence) the Guaranteed Assumed Obligations through the execution of a Contract containing terms and conditions that are reasonably acceptable to Seller and the beneficiary of the applicable Guarantee and/or delivering a letter of credit, in each case as further provided in the immediately preceding sentence, (ii) Purchaser shall not permit, and shall cause the Company and its Subsidiaries not to permit, any Contract to which such Guarantee relates to be amended, supplemented, modified, renewed or extended in a manner that increases or extends, or that is reasonably likely to increase or extend, the obligations of Seller or any Affiliate thereunder, without the prior written consent of Seller, and (iii) Purchaser shall, and shall cause the Company and its Subsidiaries to, indemnify and hold harmless each of Seller and its Affiliates against and from, and reimburse Seller (other than the Company and its Affiliates for Subsidiaries) from and against any losses and all Losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that such documents, as are reasonably requested by Seller or any of its Affiliates, be executed by Purchaser Affiliates (other than the Company or its Subsidiaries) arising out of or relating to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16any such Guarantee.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor to the Closing Date in Seller’s efforts to terminate as of the Closing, all guarantees or commitments by Seller or its Affiliates (a Person other than the Companies and the Transferred Subsidiaries) of specified obligations of any Company or an Affiliate of the Companies or the Transferred Subsidiaries under Company in a transaction not prohibited by any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains covenant contained in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defendof the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, indemnify refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and hold harmless Seller by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Affiliates against Subsidiary Guarantee Agreement and fromshall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and reimburse Seller be continuing, (ii) no amount is then due and its Affiliates for any losses incurred payable under such Subsidiary Guarantee Agreement, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the foregoing requirements and (iv) to the extent relating that any fee is paid to or arising lenders under the Continuing Seller Performance Guarantees following Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the Closing magnitude of the outstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and (c) procure that execute such documentsdocuments as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. METROPOLITAN LIFE INSURANCE COMPANY METLIFE INSURANCE COMPANY USA By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director METLIFE INSURANCE K.K. by MetLife Investment Management, LLC, Its Investment Manager AXIS REINSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Manager SYMETRA LIFE INSURANCE COMPANY by White Mountains Advisors, LLC, as are reasonably requested Investment Manager by Seller or its AffiliatesMetLife Investment Management, LLC, Its Sub-Investment Manager UNION FIDELITY LIFE INSURANCE COMPANY by MetLife Investment Management, LLC, Its Investment Adviser By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director INFORMATION SCHEDULE Authorized Officers for MetLife C. Xxxxx Xxxxxx, Managing Director Xxxx X. Xxxxx, Managing Director Xxxxxxxx Xxxxxxx, Director Authorized Officers for the Company Xxxxxxxx X. Xxxxx, President and Chief Executive Officer Xxxxx X. XxXxxx, Executive Vice President and Chief Financial Officer Xxxxxxxx X. Xxxx, Assistant Treasurer SCHEDULE A INFORMATION RELATING TO SERIES A PURCHASERS AND SERIES B PURCHASERS Name and Address of Purchaser Note Registration Number and Principal Amount of Notes to be executed by Purchaser Purchased METROPOLITAN LIFE INSURANCE COMPANY RA-1; $3,000,000 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 (Securities to further evidence be registered in the obligations set forth in clauses (a) and (b) name of this Section 7.16.Metropolitan Life Insurance Company)

Release of Guarantees. Purchaser shall reasonably cooperate with Seller At or prior to the Closing Date in Seller’s Closing, the Buyer shall use commercially reasonable efforts to terminate (a) arrange for substitute letters of credit, Buyer guarantees and other obligations to replace (i) any letters of credit, surety bonds and performance bonds primarily relating to the Business as set forth on Section 5.8(b) of the Closing, all guarantees Disclosure Schedules and any guarantee or commitments other contractual obligations or financial assurances entered into by Seller or on behalf of TreeHouse or any of its Affiliates (other than solely by the Companies and Group Companies) in connection with the Transferred SubsidiariesBusiness, in each case, as set forth on Section 5.8(b) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party Disclosure Schedules (collectively, the “Seller Performance Business Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated outstanding as of the Closing date of this Agreement and (ii) any Business Guarantees entered into in the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable ordinary course of business on or after the Closing on terms reasonably acceptable date of this Agreement and prior to the parties to this Agreement, Closing or (b) defendassume all obligations under each Business Guarantee, obtaining from the creditor or other counterparty a full release (in a form reasonably satisfactory to TreeHouse) of all parties liable, directly or indirectly, for reimbursement to the creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the Business Guarantees. The Buyer further agrees that to the extent the beneficiary or counterparty under any Business Guarantee does not accept any such substitute letter of credit, Buyer guarantee or other obligation proffered by the Buyer, TreeHouse or its applicable Affiliate shall maintain or keep in place such Business Guarantee, and the Buyer shall indemnify and hold harmless Seller TreeHouse and its Affiliates against and fromharmless against, and reimburse Seller TreeHouse and its Affiliates for for, any losses incurred and all amounts paid, including costs or expenses in connection with such Business Guarantees (other than to the extent relating the result of any action or omission of TreeHouse or any of its Affiliates in connection therewith), including TreeHouse’s and its Affiliates’ expenses in maintaining such Business Guarantees, whether or not any such Business Guarantee is drawn upon or required to or arising under be performed, and shall in any event promptly reimburse TreeHouse and its Affiliates to the Continuing Seller Performance Guarantees following the Closing extent any Business Guarantee is called upon and (c) procure that such documents, as are reasonably requested by Seller TreeHouse or its Affiliates, be executed by Purchaser Affiliates make any payment or are obligated to further evidence reimburse the obligations set forth in clauses (a) and (b) of this Section 7.16party issuing the Business Guarantee.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior Prior to the Closing Date in Seller’s Closing, XXXX Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to terminate to, effective as of the Closing, terminate or cause to be terminated, or cause Buyer or an Affiliate of Buyer to be substituted in all guarantees or commitments by respects for XXXX Seller or and any of its Affiliates (other than the Companies Transferred Companies) (collectively, the “Guarantee Released Parties”) in respect of all liabilities and obligations of the Guarantee Released Parties under any guarantee of or relating to liabilities or obligations (including under any Material Contract, Contract or letter of credit) of the Transferred SubsidiariesCompanies listed in Section 5.19 of the Seller Disclosure Schedule (“Guarantees”). In the case of the failure to do so by the Closing, then, XXXX Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts as described in the preceding sentence, and Buyer shall (i) of specified indemnify the Guarantee Released Parties for any and all liabilities or obligations of (including any payments, reimbursements or expenses) arising from such Guarantees and (ii) not permit any of the Transferred Companies or their respective Affiliates to (A) renew or extend the Transferred Subsidiaries under term of or (B) increase its obligations under, or transfer to another third party, any agreements to which any of the Companies Material Contract, Contract or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters letter of credit or insurance) other Liability or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take obligation for which any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) Released Party is or would reasonably be likely to be renewedliable under such Guarantee. To the extent that any Guarantee Released Party has performance obligations under any such Guarantee, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser Buyer shall (a) use its reasonable best efforts to procure that (i) fully perform or cause to be fully performed such obligations on behalf of such Guarantee Released Party or (ii) otherwise take such action as reasonably requested by XXXX Seller so as to place such Guarantee Released Party in the Continuing same position as if Buyer, and not such Guarantee Released Party, had performed or were performing such obligation. At Closing, Buyer shall assume Seller Performance Guarantees be terminated as promptly as practicable after Parent Company’s obligations under the Closing on terms reasonably acceptable Xxxxxx XX Agreement. Notwithstanding anything herein to the contrary, if Buyer and XXXX Seller are not able, by the Closing, to secure the release or replacement of XXXX Seller or any of its Affiliates under the Guarantees, in each case in a manner reasonably satisfactory to XXXX Seller and Buyer, Buyer and XXXX Seller hereby agree that, at the Closing, the parties to this shall enter into an Indemnification and Hold Harmless Agreement, in a form to be reasonably agreed by Buyer and XXXX Seller (b) defendthe “Indemnification and Hold Harmless Agreement”). In addition, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any losses incurred prior to the extent Closing, XXXX Seller shall, effective as of the Closing, (x) cause all Liens, liabilities and obligations of the Transferred Companies under any guarantee of or relating to liabilities or arising obligations (including under any indebtedness) of Sellers and their respective Affiliates (other than the Continuing Seller Performance Guarantees Transferred Companies and ALNY), other than Liens related to assets in trust for the benefit of ceding companies under reinsurance agreements, to be released, terminated or canceled without any further liability to, or obligation of, the Transferred Companies following the Closing and (cy) procure that deliver to Buyer evidence of the release, termination or cancellation of any such documents, as are Lien or guarantee in a form reasonably requested by Seller or its Affiliates, be executed by Purchaser satisfactory to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16Buyer.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior Prior to the Closing Date in Seller’s Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to terminate to, effective as of the ClosingClosing Date, (i) terminate or cause to be terminated, or cause Buyer or one of its Affiliates to be substituted in all guarantees respects for Seller and any of its Affiliates or commitments by Seller or its former Affiliates (other than the Companies and Acquired Companies) (collectively, the Transferred Subsidiaries“Released Parties”) in respect of all obligations of the Released Parties under, any guarantee of or relating to obligations or liabilities (including under any Contract, letter of credit or Company Lease) of specified obligations the Acquired Companies listed on Section 4.12 of the Company Disclosure Letter (“Guarantees”) or entered into or issued following the date hereof in the ordinary course of business (including renewals and extensions of any of the foregoing) and (ii) cause Buyer or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith) issued on behalf of Buyer or one of its Affiliates in replacement of, but not having materially worse terms for the Buyer and the Acquired Companies or than, all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Transferred Subsidiaries under any agreements to which Released Parties for the benefit of any of the Acquired Companies or and listed on Section 4.12 of the Transferred Subsidiaries is a party Company Disclosure Letter (the “Seller Performance GuaranteesSurety Bonds”) or issued following the date hereof in the ordinary course of business (including renewals and extensions of any of the foregoing), including if requested . In the case of the failure to do so by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (Date, then, Seller, on the “Continuing Seller Performance Guarantees”)one hand, Purchaser and Buyer and the Company, jointly and severally, on the other hand, shall (a) continue to cooperate and use its their respective reasonable best efforts to procure that terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Continuing Seller Performance Released Parties in respect of, all obligations of the Released Parties under any such Guarantees be terminated as promptly as practicable after the Closing and to replace surety bonds issued on terms reasonably acceptable to the parties to this Agreementbehalf of Released Parties with surety bonds issued on behalf of Buyer or one of its Affiliates, and Buyer shall (bi) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates the Released Parties for any losses incurred Damages arising from such Guarantees and surety bonds and (ii) not permit any Acquired Company or Affiliates to (A) renew or extend the term of or (B) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Released Party is or would reasonably be expected to be liable under such Guarantee and Surety Bond. To the extent relating that any Released Party has performance obligations under any such Guarantee or Surety Bond, Buyer shall use reasonable best efforts to (i) perform such obligations on behalf of such Released Party or arising under the Continuing Seller Performance Guarantees following the Closing and (cii) procure that otherwise take such documents, action as are reasonably requested by Seller so as to put such Released Party in the same position as if Buyer, and not such Released Party, had performed or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16were performing such obligations.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller the Sellers prior to the Closing Date in Seller’s Sellers’ efforts to terminate as of the ClosingEffective Time, all on terms reasonably acceptable to Purchaser, such guarantees or commitments by Seller the Sellers or its their Affiliates (other than the Direct Sale Companies and the Transferred their Subsidiaries) of specified obligations of any one or more of the Direct Sale Companies or the Transferred and/or their Subsidiaries under any the agreements set forth on Section 6.17 of the Seller Disclosure Schedule to which any one or more of the Direct Sale Companies or the Transferred and/or their Subsidiaries is a party are parties (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewed, extended, expanded or amended after the ClosingEffective Time. If any Seller Performance Guarantees are not terminated as of the Closing Effective Time (the “Continuing Seller Performance Guarantees”), Purchaser shall shall: (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing Effective Time on terms reasonably acceptable to the parties to this Agreement, Purchaser; (b) defend, indemnify and hold harmless Seller and its Affiliates the Sellers against and from, and reimburse Seller and its Affiliates the Sellers for any losses incurred by the Sellers to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that such documents, as are reasonably requested by Seller or its Affiliatesthe Sellers, be executed by Purchaser to further evidence the obligations set forth in clauses “(a) )” and “(b) )” of this Section 7.16sentence.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor to the Closing Date in Seller’s efforts to terminate as of the Closing, all guarantees or commitments by Seller or its Affiliates (a Person other than the Companies and the Transferred Subsidiaries) of specified obligations of any Company or an Affiliate of the Companies or the Transferred Subsidiaries under Company in a transaction not prohibited by any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains covenant contained in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defendof the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, indemnify refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and hold harmless Seller by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Affiliates against Subsidiary Guaranty and fromshall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and reimburse Seller be continuing, (ii) no amount is then due and its Affiliates for any losses incurred payable under such Subsidiary Guaranty, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the foregoing requirements and (iv) to the extent relating that any fee is paid to or arising lenders under the Continuing Seller Performance Guarantees Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and execute such documents as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, IDEXX LABORATORIES, INC. By: /s/ Xxxxxxxx X. Xxxxx Name: Xxxxxxxx X. Xxxxx Title: Chairman, President and Chief Executive Officer This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: New York Life Investment Management LLC, its Investment Manager By: /s/ Xxxxxxxxxxx X. Xxxxx Name: Xxxxxxxxxxx X. Xxxxx Title: Managing Director DEFINED TERMS As used herein, the following terms have the Closing and (c) procure that such documents, as are reasonably requested by Seller respective meanings set forth below or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this the Section 7.16.hereof following such term:

Release of Guarantees. Purchaser shall reasonably cooperate deliver to the respective beneficiaries of any and all guarantees relating to or arising under any Purchased Contracts, Transferred Real Property Leases or Assumed Liabilities (“Seller Guarantees”) such replacement guarantees from Purchaser and its Affiliates, letters of credit, collateral, or other credit support, as shall be required pursuant and in accordance with any Purchased Contract, Transferred Real Property Leases or Assumed Liability. In the event that the respective beneficiaries under any of the Seller Guarantees do not agree to release (the “Guarantee Release”) Seller and its Subsidiaries from any and all liability arising thereunder after theClosing, prior to the Closing, then Purchaser shall cause to be delivered to Seller, as beneficiary, at the Closing Date in Seller’s efforts to terminate an indemnification agreement and guarantee, dated and effective as of the ClosingClosing Date and in form and substance reasonably satisfactory to Seller and from a creditworthy obligor as shall be satisfactory to Seller (collectively, all guarantees or commitments by Seller or its Affiliates (other than the Companies and the Transferred Subsidiaries) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance GuaranteesBackstop Documents”), including if requested by pursuant to which Seller and its Affiliates shall, from and after the Closing, be indemnified, reimbursed and held harmless from any and all liabilities, losses, claims, costs and expenses under or arising out of the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary Guarantee. From and Purchaserafter the Closing, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take permit any action Contract to cause any which a Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) relates to be renewed, extended, expanded amended or amended after modified unless the Closing. If any Purchaser obtains and delivers to Seller Performance Guarantees are not terminated as the related Guarantee Release duly executed by the beneficiaries of the Closing (the “Continuing related Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that such documents, as are reasonably requested by Seller or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16Guarantee.

Release of Guarantees. Prior to the Closing, Seller and Purchaser shall reasonably cooperate with Seller prior to the Closing Date in Seller’s and shall use their respective reasonable best efforts to terminate to, effective as of the Closing, (a) terminate or cause to be terminated, or cause Purchaser or one of its Affiliates to be substituted in all guarantees or commitments by respects for Seller or and any of its Affiliates (other than the Companies Acquired Companies) (collectively, the “Released Parties”) in respect of all Liabilities and obligations of the Transferred SubsidiariesReleased Parties under any guarantee of or relating to Liabilities or obligations (including under any Material Contract, Contract or letter of credit) of specified obligations of any the Acquired Companies including those listed in Section 5.14 of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party Seller Disclosure Schedule (the “Seller Performance Guarantees”), including if requested and (b) cause Purchaser or one of its Affiliates to have surety bonds (and any necessary collateral, indemnity or other agreements associated therewith) issued on behalf of Purchaser or one of its Affiliates in replacement of all surety bonds (and all collateral, indemnity and other agreements associated therewith) issued on behalf of the Released Parties for the benefit of the Acquired Companies (the “Surety Bonds”). In the case of the failure to do so by the relevant beneficiary Closing, then, Seller and Purchaser shall continue to cooperate and use their respective reasonable best efforts as described in the preceding sentence, and Purchaser shall (i) obtain a letter of such Seller Performance Guarantee following discussions between such beneficiary credit on behalf of Purchaser or one of its Affiliates, (ii) indemnify the Released Parties for any and Purchaser, by offering guarantees, support all Liabilities or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee obligations (including bank any payments, reimbursements or other third-party guaranteesexpenses) arising from such Guarantees and Surety Bonds and (iii) not permit the Acquired Companies or their Affiliates to (A) renew or extend the term of or (B) increase its obligations under, letters or transfer to another third party, any Material Contract, Contract or letter of credit or insurance) other liability or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take obligation for which any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) Released Party is or would reasonably be likely to be renewed, extended, expanded liable under such Guarantee or amended after Surety Bond. To the Closing. If extent that any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”)Released Party has performance obligations under any such Guarantee or Surety Bond, Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees (I) fully perform or cause to be terminated fully performed such obligations on behalf of such Released Party or (II) otherwise take such action as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defend, indemnify and hold harmless Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following the Closing and (c) procure that such documents, as are reasonably requested by Seller so as to place such Released Party in the same position as if Purchaser, and not such Released Party, had performed or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this Section 7.16were performing such obligations.

Release of Guarantees. Purchaser shall reasonably cooperate with Section 6.9 of the Seller prior Disclosure Schedules sets forth all guarantees (including under any Contract, letter of credit, Real Property Lease or Authorization), surety bonds, covenants, indemnities, letters of credit, undertakings and similar credit assurances provided by Seller or any Affiliate of the Seller other than the Acquired Entities (collectively, the “Guarantors”) to the Closing Date Acquired Entities that are in Seller’s efforts to terminate effect as of the Closing, all guarantees or commitments by Seller or its Affiliates (other than the Companies and the Transferred Subsidiaries) of specified obligations of any of the Companies or the Transferred Subsidiaries under any agreements to which any of the Companies or the Transferred Subsidiaries is a party Execution Date (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable . Prior to the relevant beneficiary of such Closing, Seller Performance Guarantee (including bank and the Buyer Parties shall cooperate and shall use their respective Commercially Reasonable Efforts to, terminate or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains in effect, obligations thereunder) to be renewedterminated, extendedor cause Buyer or one of its Affiliates to be substituted in all respects for the Guarantors in respect of all obligations of the Guarantors under, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated replace or cause to be replaced, effective as of the Closing (Date, any Seller Guarantees. Neither Party nor any Affiliate of any Party shall be required to make any payment or incur any cost to obtain the “Continuing foregoing terminations, substitutions or replacements of any Seller Performance Guarantees”). In the event that the foregoing actions set forth in this Section 6.9 are not complete by the Closing Date, Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defend, Buyer Parties shall indemnify and hold harmless the Guarantors from and against all continuing obligations and liabilities under any such Seller and its Affiliates against and from, and reimburse Seller and its Affiliates for any losses incurred to the extent relating to or arising under the Continuing Seller Performance Guarantees following after the Closing and (cii) procure from and after the Closing, Seller and the Buyer Parties shall continue to cooperate and use their respective Commercially Reasonable Efforts to terminate, or cause Buyer or one of its Affiliates to be substituted in all respects for the Guarantors in respect of all obligations of the Guarantors under, or replace or cause to be replaced, any such Seller Guarantees, and Buyer shall not and shall not permit the Acquired Entities or its Affiliates to (A) renew or extend the term of or (B) amend any contract to increase the obligations under, or transfer to another third party, any contract or other obligation for which any Guarantor is or would reasonably be expected to be liable under such Seller Guarantee. To the extent that any Guarantor continues to have any performance obligations under any such documentsSeller Guarantee on or after the Closing Date, the Buyer Parties shall (x) perform, or cause their respective Affiliates to perform, such obligations on behalf of such Guarantor or (y) otherwise take such action as are reasonably requested by Seller so as to put such Guarantor in the same position as if the Buyer Parties or its one of their respective Affiliates, be executed by Purchaser to further evidence the and not such Guarantor, had performed or were performing such obligations. The Buyer Parties’ indemnification obligations set forth in clauses (a) and (b) of under this Section 7.166.9 shall not be subject to the De Minimis Basket, the Deductible or the Cap.

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor to the Closing Date in Seller’s efforts to terminate as of the Closing, all guarantees or commitments by Seller or its Affiliates (a Person other than the Companies and the Transferred Subsidiaries) of specified obligations of any Company or an Affiliate of the Companies or the Transferred Subsidiaries under Company in a transaction not prohibited by any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains covenant contained in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defendof the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, indemnify refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and hold harmless Seller by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Affiliates against Subsidiary Guaranty and fromshall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and reimburse Seller be continuing, (ii) no amount is then due and its Affiliates for any losses incurred payable under such Subsidiary Guaranty, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the foregoing requirements and (iv) to the extent relating that any fee is paid to or arising lenders under the Continuing Seller Performance Guarantees Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the magnitude of the outstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and execute such documents as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Corporate Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) By: NYL Investors LLC, its Investment Manager By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Senior Director DEFINED TERMS As used herein, the following terms have the Closing and (c) procure that such documents, as are reasonably requested by Seller respective meanings set forth below or its Affiliates, be executed by Purchaser to further evidence the obligations set forth in clauses (a) and (b) of this the Section 7.16.hereof following such term:

Release of Guarantees. Purchaser shall reasonably cooperate with Seller prior In the event (a) of a disposition of all the Equity Interests in a Subsidiary Guarantor to the Closing Date in Seller’s efforts to terminate as of the Closing, all guarantees or commitments by Seller or its Affiliates (a Person other than the Companies and the Transferred Subsidiaries) of specified obligations of any Company or an Affiliate of the Companies or the Transferred Subsidiaries under Company in a transaction not prohibited by any agreements to which any of the Companies or the Transferred Subsidiaries is a party (the “Seller Performance Guarantees”), including if requested by the relevant beneficiary of such Seller Performance Guarantee following discussions between such beneficiary and Purchaser, by offering guarantees, support or other security arrangements reasonably acceptable to the relevant beneficiary of such Seller Performance Guarantee (including bank or other third-party guarantees, letters of credit or insurance) or taking such other actions as Purchaser and such beneficiary may mutually agree on. Purchaser shall not take any action to cause any Seller Performance Guarantees (and, so long as any Seller Performance Guarantee remains covenant contained in effect, obligations thereunder) to be renewed, extended, expanded or amended after the Closing. If any Seller Performance Guarantees are not terminated as of the Closing (the “Continuing Seller Performance Guarantees”), Purchaser shall (a) use its reasonable best efforts to procure that the Continuing Seller Performance Guarantees be terminated as promptly as practicable after the Closing on terms reasonably acceptable to the parties to this Agreement, (b) defendof the release of any Subsidiary Guarantor from all Guarantees granted by such Subsidiary Guarantor in connection with the then-existing Material Credit Facilities or (c) that (whether as a result of a release, indemnify refinancing or otherwise) the Guarantees granted by all Subsidiary Guarantors with respect to all then-existing Material Credit Facilities have been (or substantially contemporaneously with the release under the Subsidiary Guarantee Agreement will be) released, at the election of the Company and hold harmless Seller by written notice to each holder of Notes, each such Subsidiary Guarantor shall be discharged from all of its obligations and liabilities under its Affiliates against Subsidiary Guarantee Agreement and fromshall be automatically released from its obligations thereunder without the need for the execution or delivery of any other document by the holders or any other Person, provided, in each case, that (i) after giving effect to such release no Default or Event of Default shall have occurred and reimburse Seller be continuing, (ii) no amount is then due and its Affiliates for any losses incurred payable under such Subsidiary Guarantee Agreement, (iii) each holder of Notes shall have received a certificate of a Responsible Officer to the foregoing effect and setting forth the information reasonably required to establish compliance with the foregoing requirements and (iv) to the extent relating that any fee is paid to or arising lenders under the Continuing Seller Performance Guarantees following Material Credit Facility in connection with such Subsidiary Guarantor no longer being a borrower, co-obligor or guarantor, an equivalent fee (based upon the Closing magnitude of the outstanding Notes compared to the magnitude of such Material Credit Facility) is paid ratably to the holders of the Notes based on the outstanding principal amount thereof. The holders of the Notes shall take such actions and (c) procure that execute such documentsdocuments as the Company may reasonably request, at the Company’s sole expense, to evidence or confirm such release. * * * * * If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, IDEXX LABORATORIES, INC. By: /s/ Xxxxx X. XxXxxx Name: Xxxxx X. XxXxxx Title: Executive Vice President and Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date thereof. PRUDENTIAL INVESTMENT MANAGEMENT, INC. By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President THE GIBRALTAR LIFE INSURANCE CO., LTD. By: Prudential Investment Management Japan Co., Ltd., as are reasonably requested by Seller or Investment Manager By: Prudential Investment Management, Inc., as Sub-Adviser By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President PRUCO LIFE INSURANCE COMPANY By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Assistant Vice President GLOBE LIFE AND ACCIDENT INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its AffiliatesGeneral Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President FAMILY HERITAGE LIFE INSURANCE COMPANY OF AMERICA By: Prudential Private Placement Investors, be executed by Purchaser to further evidence the obligations set forth in clauses L.P. (aas Investment Advisor) and By: Prudential Private Placement Investors, Inc. (bas its General Partner) of this Section 7.16.By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President MTL INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President THE INDEPENDENT ORDER OF FORESTERS By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President ZURICH AMERICAN INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President THE PRUDENTIAL INSURANCE COMPANY OF AMERICA By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President PAR U HARTFORD LIFE INSURANCE COMFORT TRUST By: Prudential Arizona Reinsurance Universal Company, as Grantor By: Prudential Investment Management, Inc., as Investment Manager By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President XXXXXXX PENN LIFE INSURANCE COMPANY OF NEW YORK By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President FARMERS INSURANCE EXCHANGE By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President MID CENTURY INSURANCE COMPANY By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: /s/ Engin W. Okaya Name: Engin W. Okaya Title: Vice President INFORMATION SCHEDULE