exv10w5



 




Exhibit 10.5




SECURITY AGREEMENT



     THIS SECURITY AGREEMENT (as amended, supplemented or otherwise modified
from time to time, this “Security Agreement”) dated as of September 22, 2003 is
by and among the parties identified as “Grantors” on the signature pages hereto
and such other parties as may become Grantors hereunder after the date hereof
(individually a “Grantor”, and collectively the “Grantors”) and BANK OF
AMERICA, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Secured Parties referenced below.




W I T N E S S E T H



     WHEREAS, pursuant to that Credit Agreement dated as of August 12, 2003 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among BioReliance Corporation, Inc., a Delaware corporation
(“BioReliance”), BioReliance (Glasgow) Limited, a Scottish private limited
company (the “Foreign Borrower”; together with BioReliance, the “Borrowers”),
the Guarantors identified therein (the “Guarantors”), the Lenders identified
therein and Bank of America, N.A., as Administrative Agent, Security Trustee
and L/C Issuer, the Lenders have agreed to provide credit facilities to the
Borrowers; and



     WHEREAS, this Security Agreement is required under the terms of the Credit
Agreement;



     NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1.     Definitions.



     (a)  Capitalized terms used and not otherwise defined herein shall have the
meanings provided in the Credit Agreement. In addition, the following terms,
which are defined in the UCC as in effect in the State of New York on the date
hereof, are used as defined therein: Accession, Account, As-Extracted
Collateral, Chattel Paper, Commercial Tort Claim, Commingled Goods, Consumer
Goods, Deposit Account, Document, Equipment, Farm Products, Fixtures, General
Intangible, Goods, Instrument, Inventory, Investment Property, Letter-of-Credit
Right, Manufactured Home, Proceeds, Software, Standing Timber (to the extent
and within the meaning set forth in Section 9-102(44) of the UCC), Supporting
Obligation and Tangible Chattel Paper.



     (b)  For purposes of this Security Agreement, the term “Lender” shall
include any Affiliate of the Lender that has entered into a Swap Contract with
any Credit Party to the extent permitted under the Credit Agreement.



     (c)  As used herein:





		
	 	     “Collateral” has the meaning provided in Section 2.
	 
	 	     “Copyright License” means any written agreement, naming any Grantor as
licensor, granting any right under any Copyright including any thereof
referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the
Credit Agreement.
	 
	 	     “Copyrights” means (a) all registered United States copyrights in
all Works, now existing or hereafter created or acquired, all
registrations and recordings thereof, and all applications in connection
therewith, including registrations, recordings and applications in the
United States Copyright Office including any thereof referred to in
Schedule 4(g) attached hereto or Schedule 6.18



 







 





		
	 	of the Credit Agreement, and (b) all renewals thereof including any
thereof referred to in Schedule 4(g) attached hereto or Schedule 6.18 of
the Credit Agreement.
	 
	 	     “Patent License” means any agreement, whether written or oral,
providing for the grant by or to a Grantor of any right to manufacture,
use or sell any invention covered by a Patent, including any thereof
referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the
Credit Agreement.
	 
	 	     “Patents” means (a) all letters patent of the United States or any
other country and all reissues and extensions thereof, including any
letters patent referred to in Schedule 4(g) attached hereto or Schedule
6.18 of the Credit Agreement, and (b) all applications for letters patent
of the United States or any other country and all divisions,
continuations and continuations-in-part thereof, including any thereof
referred to in Schedule 4(g) attached hereto or Schedule 6.18 of the
Credit Agreement.
	 
	 	     “Secured Obligations” means, without duplication, (a) all
obligations (including the Foreign Obligations) of any Credit Party
arising under any Credit Document or otherwise with respect to any Loan
or Letter of Credit, whether direct or indirect (including those acquired
by assumption), absolute or contingent, due or to become due, now
existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Credit Party or any Affiliate
thereof of any proceeding under any Debtor Relief Laws naming such Person
as the debtor in such proceeding, regardless of whether such interest and
fees are allowed claims in such proceeding, (b) all obligations under any
Swap Contract of any Credit Party to which a Lender or any Affiliate of a
Lender is a party and (c) all costs and expenses incurred in connection
with enforcement and collection of the Secured Obligations, including
Attorney Costs.
	 
	 	     “Secured Parties” means the holders of the Secured Obligations.
	 
	 	     “Trademark License” means any agreement, written or oral, providing
for the grant by or to a Grantor of any right to use any Trademark,
including any thereof referred to in Schedule 4(g) attached hereto or
Schedule 6.18 of the Credit Agreement.
	 
	 	     “Trademarks” means (a) all trademarks, trade names, corporate names,
company names, business names, fictitious business names, trade styles,
service marks, logos and other source or business identifiers, and the
goodwill associated therewith, now existing or hereafter adopted or
acquired, all registrations and recordings thereof, and all applications
in connection therewith, whether in the United States Patent and
Trademark Office or in any similar office or agency of the United States,
any state thereof or any other country or any political subdivision
thereof, or otherwise, including any thereof referred to in Schedule 4(g)
attached hereto or Schedule 6.18 of the Credit Agreement, and (b) all
renewals thereof.
	 
	 	     “UCC” means the Uniform Commercial Code as in effect from time to time in
the applicable jurisdiction.
	 
	 	     “Work” means any work that is subject to copyright protection
pursuant to Title 17 of the United States Code.



     2.     Grant of Security Interest in the Collateral. To secure the prompt
payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations,
each Grantor hereby grants to the Administrative Agent, for the benefit of the
Secured Parties, a continuing security interest in, and a right to set off
against, any and all right, title and interest of such Grantor in and to all
personal property of such Grantor of whatever type or description, whether now
owned or existing or owned, acquired, or arising hereafter (collectively, the
“Collateral”), including the following:


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	(a)	 	
all Accounts;
	 	 	 
	(b)	 	
all cash and currency;
	 	 	 
	(c)	 	
all Chattel Paper;
	 	 	 
	(d)	 	
those Commercial Tort Claims identified on Schedule 2(d) attached hereto;
	 	 	 
	(e)	 	
all Copyrights;
	 	 	 
	(f)	 	
all Copyright Licenses;
	 	 	 
	(g)	 	
all Deposit Accounts;
	 	 	 
	(h)	 	
all Documents;
	 	 	 
	(i)	 	
all Equipment;
	 	 	 
	(j)	 	
all Fixtures;
	 	 	 
	(k)	 	
all General Intangibles;
	 	 	 
	(l)	 	
all Instruments;
	 	 	 
	(m)	 	
all Inventory;
	 	 	 
	(n)	 	
all Investment Property;
	 	 	 
	(o)	 	
all Letter-of-Credit Rights;
	 	 	 
	(p)	 	
all Patents;
	 	 	 
	(q)	 	
all Patent Licenses;
	 	 	 
	(r)	 	
all Software;
	 	 	 
	(s)	 	
all Supporting Obligations;
	 	 	 
	(t)	 	
all Trademarks;
	 	 	 
	(u)	 	
all Trademark Licenses; and
	 	 	 
	(v)	 	
to the extent not otherwise included, all Accessions and all
Proceeds of any and all of the foregoing.




\     Notwithstanding anything to the contrary contained herein, the security
interests granted under this Security Agreement and the provisions hereof shall
not extend to any Excluded Property.



     The Grantors and the Administrative Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest created hereby
in the Collateral (1) constitutes continuing collateral security for all of the
Secured Obligations, whether now existing or hereafter arising, and (2) is not
to be



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construed as an assignment of any Copyrights, Copyright Licenses,
Patents, Patent Licenses, Trademarks or Trademark Licenses.



     3.     Provisions Relating to Accounts.




		
	 	     (a) Anything herein to the contrary notwithstanding, each of the
Grantors shall remain liable under each of the Accounts to observe and
perform all the conditions and obligations to be observed and performed
by it thereunder, all in accordance with the terms of any agreement
giving rise to each such Account. Neither the Administrative Agent nor
any Secured Party shall have any obligation or liability under any
Account (or any agreement giving rise thereto) by reason of or arising
out of this Security Agreement or the receipt by the Administrative Agent
or any Secured Party of any payment relating to such Account pursuant
hereto, nor shall the Administrative Agent or any Secured Party be
obligated in any manner to perform any of the obligations of a Grantor
under or pursuant to any Account (or any agreement giving rise thereto),
to make any payment, to make any inquiry as to the nature or the
sufficiency of any payment received by it or as to the sufficiency of any
performance by any party under any Account (or any agreement giving rise
thereto), to present or file any claim, to take any action to enforce any
performance or to collect the payment of any amounts that may have been
assigned to it or to which it may be entitled at any time or times.
	 
	 	     (b) At any time after the occurrence and during the continuation of
an Event of Default, (i) the Administrative Agent shall have the right,
but not the obligation, to make test verifications of the Accounts in any
manner and through any medium that it reasonably considers advisable, and
the Grantors shall furnish all such assistance and information as the
Administrative Agent may require in connection with such test
verifications, (ii) upon the Administrative Agent’s request and at the
expense of the Grantors, the Grantors shall cause independent public
accountants or others satisfactory to the Administrative Agent to furnish
to the Administrative Agent reports showing reconciliations, aging and
test verifications of, and trial balances for, any Accounts and (iii) the
Administrative Agent in its own name or in the name of others may
communicate with account debtors on the Accounts to verify with them to
the Administrative Agent’s satisfaction the existence, amount and terms
of any Accounts.




     4.     Representations and Warranties. Each Grantor hereby represents and
warrants to the Administrative Agent, for the benefit of the Secured Parties,
that as of the date hereof, the date of each Request for Credit Extension
(excluding conversions and continuations) and the date of each Credit
Extension:




		
	 	     (a) Legal Name; Chief Executive Office. As of the date hereof:





		
	 	     (i) Such Grantor’s exact legal name, state of incorporation or
formation, principal place of business and chief executive office
are as set forth on Schedule 4(a)(i) attached hereto.
	 
	 	     (ii) Other than as set forth on Schedule 4(a)(ii) attached
hereto, such Grantor has not been party to a merger, consolidation
or other change in structure or used any other legal name or
tradename, or had any other state of incorporation or formation,
principal place of business or chief executive office in the prior
four months.





		
	 	     (b) Ownership. Such Grantor is the legal and beneficial owner of
its Collateral and has the right to pledge, sell, assign or transfer the
same.
	 
	 	     (c) Security Interest/Priority. This Security Agreement creates a
valid security interest in favor of the Administrative Agent, for the
benefit of the Secured Parties, in the Collateral of such 




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	 	Grantor and,
when properly perfected by filing appropriate financing statements under
the UCC, shall constitute a valid perfected security interest in such
Collateral, to the extent such security
interest in such Collateral can be perfected by filing under the UCC,
free and clear of all Liens except for Permitted Liens.
	 
	 	     (d) Types of Collateral. None of the Collateral consists of, or is
the Accessions or the Proceeds of, As-Extracted Collateral, Consumer
Goods, Farm Products, Manufactured Homes, or Standing Timber.
	 
	 	     (e) Accounts. (i) Each Account of such Grantor and the papers and
documents relating thereto are genuine and in all material respects what
they purport to be, (ii) each such Account arises out of (A) a bona fide
sale of goods sold and delivered by such Grantor (or is in the process of
being delivered) or (B) services theretofore actually rendered or to be
rendered by such Grantor to, the account debtor named therein, (iii) no
Account of a Grantor with a value in excess of $100,000 individually (or
$1 million for all such Accounts) is evidenced by any Instrument or
Chattel Paper unless such Instrument or Chattel Paper has been
theretofore endorsed over and delivered to, or submitted to the control
of, the Administrative Agent and (iv) no surety bond was required or
given in connection with any Account of a Grantor or the contracts or
purchase orders out of which they arose.
	 
	 	     (f) Inventory. No Inventory is held by any Person other than such
Grantor pursuant to consignment, sale or return, sale on approval or
similar arrangement.
	 
	 	     (g) Copyrights, Patents and Trademarks.





		
	 	     (i) As of the date hereof, Schedule 6.18 to the Credit
Agreement includes all Copyrights, Copyright Licenses, Patents,
Patent Licenses, Trademarks and Trademark Licenses owned by such
Grantor in its own name, or to which such Grantor is a party.
	 
	 	     (ii) Except as set forth on Schedule 4(g) attached hereto, as
such schedule may be updated from time to time by BioReliance by
delivery to the Administrative Agent of a written update thereto
(which update shall be deemed to modify Schedule 4(g)):





		
	 	     (A) to such Grantor’s Knowledge, each material
Copyright, Patent and Trademark of such Grantor is valid,
subsisting, unexpired, enforceable and has not been
abandoned;
	 
	 	     (B) to such Grantor’s Knowledge, no holding, decision or
judgment has been rendered by any Governmental Authority that
would limit, cancel or question the validity of any material
Copyright, Patent or Trademark of such Grantor; and
	 
	 	     (C) no action or proceeding is pending seeking to limit,
cancel or question the validity of any material Copyright,
Patent or Trademark of such Grantor, or that, if adversely
determined, would reasonably be expected to have a material
adverse effect on the value to such Grantor of any such
Copyright, Patent or Trademark.




		
	 	     (iii) All applications pertaining to any material Copyrights,
Patents and Trademarks of such Grantor have been duly and properly
filed, and all registrations or letters pertaining to such
Copyrights, Patents and Trademarks have been duly and properly
filed and issued.



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	 	     (iv) Such Grantor has not made any assignment or agreement in
conflict with the security interest in any material Copyright,
Patent or Trademark of such Grantor hereunder.



     5.     Covenants. Each Grantor covenants with respect to the Collateral in
which it has granted a security interest pursuant hereto that, so long as any
of the Secured Obligations remains outstanding and until all of the commitments
relating thereto have been terminated, such Grantor shall:




		
	 	     (a) Other Liens. Defend title to the Collateral against the claims
and demands of all other parties claiming an interest therein, keep the
Collateral free from all Liens, except for Permitted Liens, and not sell,
exchange, transfer, assign, lease or otherwise dispose of the Collateral
or any interest therein, in each case except as permitted under the
Credit Agreement.
	 
	 	     (b) Preservation of Collateral. Keep the Collateral in good order,
condition and repair and not use the Collateral in violation of the
provisions of this Security Agreement or any other Credit Document.
	 
	 	     (c) Instruments/Tangible Chattel Paper/Documents. If any amount
payable in excess of $100,000 individually (or $1 million for all such
amounts payable) under or in connection with any of the Collateral shall
be or become evidenced by any Instrument or Tangible Chattel Paper, or if
any property in excess of $100,000 (or $1 million for all such property)
constituting Collateral shall be stored or shipped subject to a Document,
such Grantor shall ensure that such Instrument, Tangible Chattel Paper or
Document is either in the possession of such Grantor at all times or, if
requested by the Administrative Agent, is immediately delivered to the
Administrative Agent, duly endorsed in a manner satisfactory to the
Administrative Agent. Such Grantor shall ensure that any such Collateral
consisting of Tangible Chattel Paper is marked with a legend acceptable
to the Administrative Agent indicating the Administrative Agent’s
security interest in such Tangible Chattel Paper.
	 
	 	     (d) Change in Structure, Location or Type. Not, without complying
with Section 8.13 of the Credit Agreement, change its name or state of
formation or be party to a merger, consolidation or other change in
structure or use any tradename other than as set forth on
Schedule 4(a)(ii) attached hereto.
	 
	 	     (e) Inspection. Allow inspections of the Collateral as set forth in
Section 7.10 of the Credit Agreement.
	 
	 	     (f) Authorization. Authorize the Administrative Agent to prepare
and file such financing statements (including renewal statements),
amendments and supplements or such other instruments as the
Administrative Agent may from time to time reasonably deem necessary,
appropriate or convenient in order to perfect and maintain the security
interests granted hereunder in accordance with the UCC. The collateral
descriptions on any such financing statements may be broader or more
general than the description of the Collateral under this Security
Agreement.
	 
	 	     (g) Perfection of Security Interest. Execute and deliver to the
Administrative Agent such agreements, assignments or instruments
(including affidavits, notices, reaffirmations and amendments and
restatements of existing documents, as the Administrative Agent may
reasonably request) and do all such other things as the Administrative
Agent may reasonably deem necessary, appropriate or convenient (i) to
assure to the Administrative Agent the effectiveness and priority of its
security interests hereunder, including (A) such financing statements
(including renewal statements), amendments and supplements or such other
instruments as the Administrative Agent may from time to time reasonably
request in order to perfect and maintain the security interests 



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	 	granted
hereunder in accordance with the UCC, (B) with regard to Copyrights, a
Notice of Grant of Security Interest in Copyrights for filing with the
United States Copyright Office in the form of
Schedule 5(f)(i) attached hereto, (C) with regard to Patents, a
Notice of Grant of Security Interest in Patents for filing with the
United States Patent and Trademark Office in the form of
Schedule 5(f)(ii) attached hereto and (D) with regard to Trademarks, a Notice of
Grant of Security Interest in Trademarks for filing with the United
States Patent and Trademark Office in the form of Schedule 5(f)(iii)
attached hereto, (ii) to consummate the transactions contemplated hereby
and (iii) to otherwise protect and assure the Administrative Agent of its
rights and interests hereunder. Each Grantor authorizes the
Administrative Agent to prepare and file such financing statements
(including renewal statements) or amendments thereof or other instruments
as the Administrative Agent may from time to time reasonably deem
necessary or appropriate in order to perfect and maintain the security
interests granted hereunder in accordance with the UCC. The collateral
descriptions on any such financing statements may be broader or more
general than the description of the Collateral under this Security
Agreement. Each Grantor shall deliver to the Administrative Agent such
agreements, assignments or instruments as the Administrative Agent may
reasonably request to assure the Administrative Agent of the continued
priority and perfection of the security interests granted hereunder.
Each Grantor agrees that the Administrative Agent may file one or more
financing statements disclosing the Administrative Agent’s security
interest in any or all of the Collateral of such Grantor without such
Grantor’s signature thereon, and further each Grantor also hereby
irrevocably makes, constitutes and appoints the Administrative Agent, its
nominee or any other Person whom the Administrative Agent may designate,
as such Grantor’s attorney-in-fact with full power and for the limited
purpose to sign in the name of such Grantor any such financing statements
(including renewal statements), amendments and supplements, notices or
any similar documents that in the Administrative Agent’s reasonable
discretion would be necessary, appropriate or convenient in order to
perfect and maintain perfection of the security interests granted
hereunder, such power, being coupled with an interest, being and
remaining irrevocable so long as the Secured Obligations remain unpaid
and until the commitments relating thereto shall have been terminated.
Each Grantor hereby agrees that a carbon, photographic or other
reproduction of this Security Agreement or any such financing statement
is sufficient for filing as a financing statement by the Administrative
Agent without notice thereof to such Grantor wherever the Administrative
Agent may in its sole discretion desire to file the same. In the event
for any reason the law of any jurisdiction other than New York becomes or
is applicable to the Collateral of any Grantor or any part thereof, or to
any of the Secured Obligations, such Grantor agrees to execute and
deliver all such instruments and to do all such other things as the
Administrative Agent in its sole discretion reasonably deems necessary,
appropriate or convenient to preserve, protect and enforce the security
interests of the Administrative Agent under the law of such other
jurisdiction (and, if a Grantor shall fail to do so promptly upon the
request of the Administrative Agent, then the Administrative Agent may
execute any and all such requested documents on behalf of such Grantor
pursuant to the power of attorney granted hereinabove). If any
Collateral is in the possession or control of a Grantor’s agents and the
Administrative Agent so requests, such Grantor agrees to notify such
agents in writing of the Administrative Agent’s security interest therein
and, upon the Administrative Agent’s request, instruct them to hold all
such Collateral for the account of the Secured Parties and subject to the
Administrative Agent’s instructions.
	 
	 	     (h) Control. Execute and deliver all agreements, assignments,
instruments or other documents as the Administrative Agent shall
reasonably request for the purpose of obtaining and maintaining control
within the meaning of Article 9 of the UCC with respect to any Collateral
consisting of Deposit Accounts, Investment Property, Letter-of-Credit
Rights and Electronic Chattel Paper.
	 
	 	     (i) Collateral held by Warehouseman, Bailee, etc. If any Collateral
in excess of $100,000 individually (or $1 million for all such
Collateral) is at any time in the possession or 




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	 	control of a
warehouseman, bailee, agent or processor of such Grantor, (i) notify the
Administrative Agent of such possession or control, (ii) notify such
Person of the Administrative Agent’s security interest in such
Collateral, (iii) instruct such Person to hold all such Collateral for
the Administrative
Agent’s account and, following the occurrence and during the
continuance of an Event of Default, subject to the Administrative
Agent’s instructions and (iv) use its commercially reasonable efforts to
obtain an acknowledgment from such Person that it is holding such
Collateral for the benefit of the Administrative Agent.
	 
	 	     (j) Treatment of Accounts. Not grant or extend the time for payment
of any Account, or compromise or settle any Account for less than the
full amount thereof, or release any Person or property, in whole or in
part, from payment thereof, or allow any credit or discount thereon,
other than (i) as normal and customary in the ordinary course of a
Grantor’s business, (ii) as required by law, (iii) as would not
reasonably be expected to have a material adverse effect on the value of
such Collateral or (iv) otherwise with the consent of the Administrative
Agent, which shall not be unreasonably withheld or delayed.
	 
	 	     (k) Covenants Relating to Copyrights. With respect to all material
Copyrights of such Grantor that are Collateral hereunder:





		
	 	     (i) Except to the extent that the failure to do so would not
reasonably be expected to have a material adverse effect on the
value of such Collateral, (A) not do any act or knowingly omit to
do any act whereby any such Copyright becomes invalidated and not
do any act, or knowingly omit to do any act, whereby any such
Copyright becomes injected into the public domain; (B) notify the
Administrative Agent immediately if it knows that any such
Copyright may become injected into the public domain or of any
adverse determination or development (including the institution of,
or any such determination or development in, any court or tribunal
in the United States or any other country) regarding a Grantor’s
ownership of any such Copyright or its validity; (C) take all
necessary steps as it shall deem appropriate under the
circumstances, to maintain and pursue each material application
(and to obtain the relevant registration) and to maintain each
registration of each such Copyright owned by a Grantor including
filing of applications for renewal where necessary; and (D)
promptly notify the Administrative Agent of any material
infringement of any such Copyright of a Grantor of which it becomes
aware and take such actions as it shall reasonably deem appropriate
under the circumstances to protect such Copyright, including, where
appropriate, the bringing of suit for infringement, seeking
injunctive relief and seeking to recover any and all damages for
such infringement.
	 
	 	     (ii) Not make any assignment or agreement in conflict with the
security interest in such Copyrights of each Grantor hereunder.





		
	 	     (l) Covenants Relating to Patents and Trademarks. With respect to
all material Patents and Trademarks of such Grantor that are Collateral
hereunder:





		
	 	     (i) (A) Except to the extent that the failure to do so would
not reasonably be expected to have a material adverse effect on the
value of such Collateral, continue to use each such Trademark on
each and every trademark class of goods applicable to its current
line as reflected in its current catalogs, brochures and price
lists in order to maintain such Trademark in full force free from
any claim of abandonment for non-use, (B) maintain as in the past
the quality of products and services offered under such Trademark,
(C) employ such Trademark with the appropriate notice of
registration, (D) not adopt or use any mark that is confusingly
similar or a colorable imitation of such Trademark unless the
Administrative Agent, for the ratable benefit of the Secured
Parties, shall obtain a perfected security interest 




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	 	in such mark
pursuant to this Security Agreement, and (E) not (and not permit
any licensee or sublicensee thereof to) do any act or knowingly
omit to do any act whereby any such Trademark may become
invalidated.
	 
	 	     (ii) Except to the extent that the failure to do so would not
reasonably be expected to have a material adverse effect on the
value of such Collateral, not do any act, or omit to do any act,
whereby any such Patent may become abandoned or dedicated.
	 
	 	     (iii) Except to the extent that the failure to do so would not
reasonably be expected to have a material adverse effect on the
value of such Collateral, notify the Administrative Agent
immediately if it knows that any application or registration
relating to any such Patent or Trademark may become abandoned or
dedicated, or of any adverse determination or development
(including the institution of, or any such determination or
development in, any proceeding in the United States Patent and
Trademark Office or any court or tribunal in any country) regarding
such Grantor’s ownership of any such Patent or Trademark or its
right to register the same or to keep and maintain the same.
	 
	 	     (iv) Take all reasonable and necessary steps, including in any
proceeding before the United States Patent and Trademark Office, or
any similar office or agency in any other country or any political
subdivision thereof, to maintain and pursue each material
application (and to obtain the relevant registration) and to
maintain each registration of any Patent or Trademark that is
material to the conduct of the business of such Grantor, including
filing of applications for renewal, affidavits of use and
affidavits of incontestability.
	 
	 	     (v) Promptly notify the Administrative Agent after it learns
that any Patent or Trademark that is material to the conduct of the
business of such Grantor included in the Collateral is infringed,
misappropriated or diluted by a third party and, if consistent with
good business judgment, promptly sue for infringement,
misappropriation or dilution, to seek injunctive relief where
appropriate and to recover any and all damages for such
infringement, misappropriation or dilution, or to take such other
actions as it shall reasonably deem appropriate under the
circumstances to protect such Patent or Trademark.
	 
	 	     (vi) Not make any assignment or agreement in conflict with the
security interest in any such Patents or Trademarks of such Grantor
hereunder.





		
	 	     (m) New Patents, Copyrights and Trademarks. Concurrently with the
delivery of each Compliance Certificate pursuant to
Section 7.02(a) of
the Credit Agreement at the end of each fiscal quarter, provide the
Administrative Agent with (i) a listing of all applications, if any, for
new Copyrights, Patents or Trademarks (together with a listing of the
issuance of registrations or letters on present applications), which new
applications and issued registrations or letters shall be subject to the
terms and conditions hereunder, and (ii) (A) with respect to Copyrights,
a duly executed Notice of Security Interest in Copyrights, (B) with
respect to Patents, a duly executed Notice of Security Interest in
Patents, (C) with respect to Trademarks, a duly executed Notice of
Security Interest in Trademarks or (D) such other duly executed documents
as the Administrative Agent may reasonably request in a form acceptable
to counsel for the Administrative Agent and suitable for recording to
evidence the security interest in the Copyright, Patent or Trademark that
is the subject of such new application.
	 
	 	     (n) Insurance. Insure, repair and replace the Collateral of such
Grantor as set forth in the Credit Agreement. All insurance proceeds
shall be subject to the security interest of the Administrative Agent
hereunder.




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	 	     (o) Commercial Tort Claims.




		
	 	     (i) Promptly notify the Administrative Agent in writing of the
initiation of any Commercial Tort Claim before any Governmental
Authority by or in favor of such Grantor or any of its
Subsidiaries.
	 
	 	     (ii) Execute and deliver such statements, documents and
notices and do and cause to be done all such things as the
Administrative Agent may reasonably deem necessary, appropriate or
convenient, or as are required by law, to create, perfect and
maintain the Administrative Agent’s security interest in any
Commercial Tort Claim.




     6.     Advances by Administrative Agent. On failure of any Grantor to perform
any of the covenants and agreements contained herein, the Administrative Agent
may, at its sole option and in its sole discretion, perform the same and in so
doing may expend such sums as the Administrative Agent may reasonably deem
advisable in the performance thereof, including the payment of any insurance
premiums, the payment of any taxes, a payment to obtain a release of a Lien or
potential Lien, expenditures made in defending against any adverse claim and
all other expenditures that the Administrative Agent may make for the
protection of the security hereof or may be compelled to make by operation of
law. All such sums and amounts so expended shall be repayable by the Grantors
on a joint and several basis (subject to Section 25) promptly upon timely
notice thereof and demand therefor, shall constitute additional Secured
Obligations and shall bear interest from the date said amounts are expended at
the Default Rate specified in the Credit Agreement for Revolving Loans that are
Base Rate Loans. No such performance of any covenant or agreement by the
Administrative Agent on behalf of any Grantor, and no such advance or
expenditure therefor, shall relieve the Grantors of any default under the terms
of this Security Agreement, the other Credit Documents or any other documents
relating to the Secured Obligations. The Administrative Agent may make any
payment hereby authorized in accordance with any bill, statement or estimate
procured from the appropriate public office or holder of the claim to be
discharged without inquiry into the accuracy of such bill, statement or
estimate or into the validity of any tax assessment, sale, forfeiture, tax
lien, title or claim except to the extent such payment is being contested in
good faith by a Grantor in appropriate proceedings and against which adequate
reserves are being maintained in accordance with GAAP.



     7.     Remedies.




		
	 	     (a) General Remedies. Upon the occurrence of an Event of Default
and during the continuation thereof, the Administrative Agent shall have,
in addition to the rights and remedies provided herein, in the Credit
Documents, in any other documents relating to the Secured Obligations, or
by law (including levy of attachment and garnishment), the rights and
remedies of a secured party under the UCC of the jurisdiction applicable
to the affected Collateral and, further, the Administrative Agent may,
with or without judicial process or the aid and assistance of others, (i)
enter on any premises on which any of the Collateral may be located and,
without resistance or interference by the Grantors, take possession of
the Collateral, (ii) dispose of any Collateral on any such premises,
(iii) require the Grantors to assemble and make available to the
Administrative Agent at the expense of the Grantors any Collateral at any
place and time designated by the Administrative Agent that is reasonably
convenient to both parties, (iv) remove any Collateral from any such
premises for the purpose of effecting sale or other disposition thereof,
and/or (v) without demand and without advertisement, notice, hearing or
process of law, all of which each of the Grantors hereby waives to the
fullest extent permitted by law, at any place and time or times, sell and
deliver any or all Collateral held by or for it at public or private
sale, by one or more contracts, in one or more parcels, for cash, upon
credit or otherwise, at such prices and upon such terms as the
Administrative Agent deems advisable, in its sole discretion (subject to
any and all mandatory legal requirements). Each of the Grantors
acknowledges that any private sale referenced above may be at prices and
on terms less favorable to the seller than the prices and terms that
might have been obtained at a public 




9







 




		
	 	sale and agrees that such private
sale shall be deemed to have been made in a commercially reasonable
manner. Neither the Administrative Agent’s compliance with applicable
law nor its disclaimer of warranties relating to the Collateral shall be
considered to adversely affect the commercial reasonableness of any sale.
In addition to all other sums due the Administrative Agent with respect
to the Secured Obligations, the Grantors shall pay the Administrative
Agent all reasonable documented costs and expenses incurred by the
Administrative Agent (including
Attorney Costs and court costs) in obtaining or liquidating the
Collateral, in enforcing payment of the Secured Obligations, or in the
prosecution or defense of any action or proceeding by or against the
Administrative Agent or the Secured Parties or the Grantors concerning
any matter arising out of or connected with this Security Agreement, any
Collateral or the Secured Obligations, including any of the foregoing
arising in, arising under or related to a case under Debtor Relief Laws.
To the extent the rights of notice cannot be legally waived hereunder,
each Grantor agrees that any requirement of reasonable notice shall be
met if such notice is personally served on or mailed, postage prepaid, to
BioReliance in accordance with the notice provisions of Section 16 at
least ten Business Days before the time of sale or other event giving
rise to the requirement of such notice. The Administrative Agent shall
not be obligated to make any sale or other disposition of the Collateral
regardless of notice having been given. To the extent permitted by law,
any Secured Party may be a purchaser at any such sale. To the extent
permitted by applicable law, each of the Grantors hereby waives all of
its rights of redemption with respect to any such sale. Subject to the
provisions of applicable law, the Administrative Agent may postpone or
cause the postponement of the sale of all or any portion of the
Collateral by announcement at the time and place of such sale, and such
sale may, without further notice, to the extent permitted by law, be made
at the time and place to which the sale was postponed, or the
Administrative Agent may further postpone such sale by announcement made
at such time and place.
	 
	 	     (b) Remedies relating to Accounts. Upon the occurrence of an Event
of Default and during the continuation thereof, whether or not the
Administrative Agent has exercised any or all of its rights and remedies
hereunder, each Grantor will promptly upon request of the Administrative
Agent instruct all account debtors to remit all payments in respect of
Accounts to a mailing location selected by the Administrative Agent. In
addition, the Administrative Agent shall have the right to enforce any
Grantor’s rights against its customers and account debtors, and the
Administrative Agent or its designee may notify any Grantor’s customers
and account debtors that the Accounts of such Grantor have been assigned
to the Administrative Agent or of the Administrative Agent’s security
interest therein, and may (either in its own name or in the name of a
Grantor or both) demand, collect (including by way of a lockbox
arrangement), receive, take receipt for, sell, sue for, compound, settle,
compromise and give acquittance for any and all amounts due or to become
due on any Account, and, in the Administrative Agent’s discretion, file
any claim or take any other action or proceeding to protect and realize
upon the security interest of the Administrative Agent in the Accounts.
Each Grantor acknowledges and agrees that the Proceeds of its Accounts
remitted to or on behalf of the Administrative Agent in accordance with
the provisions hereof shall be solely for the Administrative Agent’s own
convenience and that such Grantor shall not have any right, title or
interest in such Accounts or in any such other amounts except as
expressly provided herein. The Administrative Agent shall have no
liability or responsibility to any Grantor for acceptance of a check,
draft or other order for payment of money bearing the legend “payment in
full” or words of similar import or any other restrictive legend or
endorsement or be responsible for determining the correctness of any
remittance. Each Grantor hereby agrees to indemnify the Administrative
Agent from and against all liabilities, damages, losses, actions, claims,
judgments, costs, expenses, charges and Attorney Costs suffered or
incurred by the Administrative Agent (the “Indemnified Party”) because of
the maintenance of the foregoing arrangements except as relating to or
arising out of the gross negligence or willful misconduct of the
Indemnified Party or its officers, employees or agents. In the case of
any investigation, litigation or other proceeding, the foregoing
indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by a Grantor, its 




10







 




		
	 	directors,
shareholders or creditors or a Secured Party or any other Person
(including any Person that may be indemnified by such Grantor pursuant to
the Credit Documents) is otherwise a party thereto.
	 
	 	     (c) Access. In addition to the rights and remedies hereunder, upon
the occurrence of an Event of Default and during the continuation
thereof, the Administrative Agent shall have the right to enter and
remain upon the various premises of the Grantors without cost or charge
to the Administrative Agent, and use the same, together with materials,
supplies, books and records of the
Grantors for the purpose of collecting and liquidating the Collateral, or
for preparing for sale and conducting the sale of the Collateral, whether
by foreclosure, auction or otherwise. In addition, the Administrative
Agent may remove Collateral, or any part thereof, from such premises
and/or any records with respect thereto, in order to effectively collect
or liquidate such Collateral.
	 
	 	     (d) Nonexclusive Nature of Remedies. Failure by the Administrative
Agent or the Secured Parties to exercise any right, remedy or option
under this Security Agreement, any other Credit Document, any other
documents relating to the Secured Obligations, or as provided by law, or
any delay by the Administrative Agent or the Secured Parties in
exercising the same, shall not operate as a waiver of any such right,
remedy or option. No waiver hereunder shall be effective unless it is in
writing, signed by the party against whom such waiver is sought to be
enforced and then only to the extent specifically stated, which in the
case of the Administrative Agent shall only be granted as provided
herein. To the extent permitted by law, neither the Administrative Agent
nor any party acting as attorney for the Administrative Agent shall be
liable hereunder for any acts or omissions or for any error of judgment
or mistake of fact or law other than their gross negligence or willful
misconduct hereunder. The rights and remedies of the Administrative
Agent under this Security Agreement shall be cumulative and not exclusive
of any other right or remedy that the Administrative Agent or the Secured
Parties may have.
	 
	 	     (e) Retention of Collateral. To the extent permitted under
applicable law, in addition to the rights and remedies hereunder, upon
the occurrence of an Event of Default, the Administrative Agent may,
after providing the notices required by Sections 9-620 and 9-621 of the
UCC or otherwise complying with the requirements of applicable law of the
relevant jurisdiction, accept or retain all or any portion of the
Collateral in satisfaction of the Secured Obligations. Unless and until
the Administrative Agent shall have provided such notices, however, the
Administrative Agent shall not be deemed to have accepted or retained any
Collateral in satisfaction of any Secured Obligations for any reason.
	 
	 	     (f) Deficiency. In the event that the proceeds of any sale,
collection or realization are insufficient to pay all amounts to which
the Administrative Agent or the Secured Parties are legally entitled, the
Grantors shall be jointly and severally liable for the deficiency
(subject to Section 25), together with interest thereon at the Default
Rate specified in the Credit Agreement for Revolving Loans that are Base
Rate Loans, together with the reasonable costs of collection and Attorney
Costs. Any surplus remaining after the full payment and satisfaction of
the Secured Obligations shall be returned promptly to the Grantors or to
whomsoever a court of competent jurisdiction shall determine to be
entitled thereto.




     8.     Release of Collateral. Upon request, the Administrative Agent shall
promptly deliver to BioReliance (at BioReliance’s expense) appropriate release
documentation to the extent the release of Collateral is permitted under, and
on the terms and conditions set forth in, the Credit Agreement; provided that
any such release, or the substitution of any of the Collateral for other
Collateral, will not alter, vary or diminish in any way the force, effect,
lien, pledge or security interest of this Security Agreement as to any and all
Collateral not expressly released or substituted, and this Security Agreement
shall continue as a first priority lien (subject to Permitted Liens) on any and
all Collateral not expressly released or substituted.





11









 



9. Rights of the Administrative Agent.




		
	 	     (a) Power of Attorney. In addition to other powers of attorney
contained herein, each Grantor hereby designates and appoints the
Administrative Agent, on behalf of the Secured Parties, and each of its
designees or agents, as attorney-in-fact of such Grantor, irrevocably and
with power of substitution, with authority to take any or all of the
following actions upon the occurrence and during the continuation of an
Event of Default:




		
	 	     (i) to demand, collect, settle, compromise and adjust,
and give discharges and releases concerning the Collateral,
all as the Administrative Agent may reasonably deem
appropriate;
	 
	 	     (ii) to commence and prosecute any actions at any court
for the purposes of collecting any of the Collateral and
enforcing any other right in respect thereof;
	 
	 	     (iii) to defend, settle or compromise any action
brought and, in connection therewith, give such discharge or
release as the Administrative Agent may reasonably deem
appropriate;
	 
	 	     (iv) to receive, open and dispose of mail addressed to
a Grantor and endorse checks, notes, drafts, acceptances,
money orders, bills of lading, warehouse receipts or other
instruments or documents evidencing payment, shipment or
storage of the goods giving rise to the Collateral on behalf
of and in the name of such Grantor, or securing, or relating
to such Collateral;
	 
	 	     (v) to pay or discharge taxes, liens, security
interests or other encumbrances levied or placed on or
threatened against the Collateral;
	 
	 	     (vi) to direct any parties liable for any payment in
connection with any of the Collateral to make payment of any
and all monies due and to become due thereunder directly to
the Administrative Agent or as the Administrative Agent
shall direct;
	 
	 	     (vii) to receive payment of and receipt for any and all
monies, claims, and other amounts due and to become due at
any time in respect of or arising out of any Collateral;
	 
	 	     (viii) to sell, assign, transfer, make any agreement in
respect of, or otherwise deal with or exercise rights in
respect of, any Collateral or the goods or services that
have given rise thereto, as fully and completely as though
the Administrative Agent were the absolute owner thereof for
all purposes;
	 
	 	     (ix) to adjust and settle claims under any insurance
policy relating thereto;
	 
	 	     (x) to execute and deliver all assignments,
conveyances, statements, financing statements, renewal
financing statements, security and pledge agreements,
affidavits, notices and other agreements, instruments and
documents that the Administrative Agent may reasonably deem
appropriate in order to perfect and maintain the security
interests and liens granted in this Security Agreement and
in order to fully consummate all of the transactions
contemplated therein;




12







 




		
	 	     (xi) to institute any foreclosure proceedings that the
Administrative Agent may reasonably deem appropriate; and
	 
	 	     (xii) to do and perform all such other acts and things
as the Administrative Agent may reasonably deem appropriate
or convenient in connection with the Collateral.





		
	 	     This power of attorney is a power coupled with an interest and shall
be irrevocable for so long as any of the Secured Obligations shall remain
outstanding and until all of the commitments relating thereto shall have
been terminated. The Administrative Agent shall be under no duty to
exercise or withhold the exercise of any of the rights, powers,
privileges and options expressly or implicitly granted to the
Administrative Agent in this Security Agreement, and shall not be liable
for any failure to do so or any delay in doing so. The Administrative
Agent shall not be liable for any act or omission or for any error of
judgment or any mistake of fact or law in its individual capacity or its
capacity as attorney-in-fact except acts or omissions resulting from its
gross negligence or willful misconduct. This power of attorney is
conferred on the Administrative Agent solely to protect, preserve and
realize upon its security interest in the Collateral.
	 
	 	     (b) Assignment by the Administrative Agent. The Administrative
Agent may, pursuant to Section 10.09 of the Credit Agreement, from time
to time assign the Secured Obligations and any portion thereof and/or the
Collateral and any portion thereof, and the assignee shall be entitled to
all of the rights and remedies of the Administrative Agent under this
Security Agreement in relation thereto.
	 
	 	     (c) The Administrative Agent’s Duty of Care. Other than the
exercise of reasonable care to assure the safe custody of the Collateral
while being held by the Administrative Agent hereunder, the
Administrative Agent shall have no duty or liability to preserve rights
pertaining thereto, it being understood and agreed that the Grantors
shall be responsible for preservation of all rights in the Collateral,
and the Administrative Agent shall be relieved of all responsibility for
the Collateral upon surrendering it or tendering the surrender of it to
the Grantors. The Administrative Agent shall be deemed to have exercised
reasonable care in the custody and preservation of the Collateral in its
possession if such Collateral is accorded treatment substantially equal
to that which the Administrative Agent accords its own property, which
shall be no less than the treatment employed by a reasonable and prudent
agent in the industry, it being understood that the Administrative Agent
shall not have responsibility for taking any necessary steps to preserve
rights against any parties with respect to any of the Collateral. In the
event of a public or private sale of Collateral pursuant to Section 7,
the Administrative Agent shall have no obligation to clean, repair or
otherwise prepare the Collateral for sale.




     10.     Rights of Required Lenders. Upon resignation of the Administrative
Agent pursuant to the provisions of Section 10.09 of the Credit Agreement, and
until such time, if any, that a successor administrative agent accepts
appointment pursuant to the terms thereof, the Required Lenders shall be
entitled to all of the rights, remedies and indemnities (and to the extent of
the exercise by the Required Lenders of such rights and remedies and claims by
the Required Lenders with respect to such indemnities, subject to all of the
duties and obligations) of the Administrative Agent hereunder.



     11.     Application of Proceeds. Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Collateral, when received by the
Administrative Agent or any of the Secured Parties in cash or its equivalent,
will be applied in reduction of the Secured Obligations in the order set forth
in the Credit Agreement or other document relating to the Secured Obligations,
and each Grantor irrevocably waives the right to direct the application of such



13







 



payments and proceeds and acknowledges and agrees that the Administrative Agent
shall have the continuing and exclusive right to apply and reapply any and all
such payments and proceeds in the Administrative Agent’s sole discretion,
notwithstanding any entry to the contrary upon any of its books and records.



     12.     Costs of Counsel. At all times hereafter, whether or not upon the
occurrence of an Event of Default, the Grantors agree to promptly pay upon
demand any and all reasonable costs and expenses (including Attorney Costs) of
the Administrative Agent (a) as required under Section 11.04 of the Credit
Agreement and (b) as necessary to protect the Collateral or to exercise any
rights or remedies under this Security Agreement or with respect to any of the
Collateral. All of the foregoing costs and expenses shall constitute Secured
Obligations hereunder.



     13.     Continuing Agreement.




		
	 	     (a) This Security Agreement shall be a continuing agreement in every
respect and shall remain in full force and effect so long as any of the
Secured Obligations remains outstanding and until all of the commitments
relating thereto have been terminated (other than any obligations with
respect to the indemnities and the representations and warranties set
forth in the Credit Documents). Upon such payment and termination, this
Security Agreement shall be automatically terminated and the
Administrative Agent shall, promptly upon the request and at the expense
of the Grantors, forthwith release all of its liens and security
interests hereunder and shall execute and deliver all UCC termination
statements and/or other documents reasonably requested by the Grantors
evidencing such termination. Notwithstanding the foregoing, all releases
and indemnities provided hereunder shall survive termination of this
Security Agreement.
	 
	 	     (b) This Security Agreement shall continue to be effective or be
automatically reinstated, as the case may be, if at any time payment, in
whole or in part, of any of the Secured Obligations is rescinded or must
otherwise be restored or returned by the Administrative Agent or any
Secured Party as a preference, fraudulent conveyance or otherwise under
any bankruptcy, insolvency or similar law, all as though such payment had
not been made; provided that in the event payment of all or any part of
the Secured Obligations is rescinded or must be restored or returned, all
reasonable costs and expenses (including Attorney Costs) incurred by the
Administrative Agent or any Secured Party in defending and enforcing such
reinstatement shall be deemed to be included as a part of the Secured
Obligations.




     14.     Amendments and Waivers. This Security Agreement and the provisions
hereof may not be amended, waived, modified, changed, discharged or terminated
except as set forth in Section 11.01 of the Credit Agreement.



     15.     Successors in Interest. This Security Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Grantor, its successors and assigns, and shall inure, together with the rights
and remedies of the Administrative Agent hereunder, to the benefit of the
Administrative Agent and its successors and permitted assigns; provided,
however, that none of the Grantors may assign its rights or delegate its duties
hereunder without the prior written consent of the requisite Lenders under the
Credit Agreement (other than as expressly permitted thereunder). To the
fullest extent permitted by law, each Grantor hereby releases the
Administrative Agent and each Secured Party, their respective successors and
assigns and their respective officers, attorneys, employees and agents, from
any liability for any act or omission or any error of judgment or mistake of
fact or of law relating to this Security Agreement or the Collateral, except
for any liability arising from the gross negligence or willful misconduct of
the Administrative Agent or such Secured Party, or their respective officers,
attorneys, employees or agents.



     16.     Notices. All notices required or permitted to be given under this
Security Agreement shall be given as provided in Section 11.02 of the Credit
Agreement.



14







 



     17.     Counterparts. This Security Agreement may be executed in any number
of counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Security Agreement to produce or
account for more than one such counterpart.



     18.     Headings. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Security Agreement.



     19.     Governing Law; Submission to Jurisdiction; Venue.




		
	 	     (a) THIS SECURITY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal action or
proceeding with respect to this Security Agreement may be brought in the
state or federal courts located in Charlotte, North Carolina, and, by
execution and delivery of this Security Agreement, each Grantor hereby
irrevocably accepts for itself and in respect of its property, generally
and unconditionally, the non-exclusive jurisdiction of such courts. Each
Grantor further irrevocably consents to the service of process out of any
of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage
prepaid, to it at the address for notices pursuant to Section 16, such
service to become effective three days after such mailing. Nothing
herein shall affect the right of the Administrative Agent to serve
process in any other manner permitted by law or to commence legal
proceedings or to otherwise proceed against any Grantor in any other
jurisdiction.
	 
	 	     (b) Each Grantor hereby irrevocably waives any objection that it may
now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with this Security
Agreement brought in the courts referred to in subsection (a) hereof and
hereby further irrevocably waives and agrees not to plead or claim in any
such court that any such action or proceeding brought in any such court
has been brought in an inconvenient forum.




     20.     Waiver of Jury Trial. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
OF THE PARTIES TO THIS SECURITY AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS SECURITY AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     21.     Severability. If any provision of this Security Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.



     22.     Entirety. This Security Agreement, the other Credit Documents and the
other documents relating to the Secured Obligations represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements
and understandings, oral or written, if any, including any commitment letters
or correspondence relating to the Credit Documents, any other documents
relating to the Secured Obligations, or the transactions contemplated herein
and therein.



     23.     Survival. All representations and warranties of the Grantors
hereunder shall survive the execution and delivery of this Security Agreement,
the other Credit Documents and the other documents relating to the Secured
Obligations, the delivery of the Notes and the extension of credit thereunder
or in connection therewith.



15







 


     24.     Other
Security. To the extent that any of the Secured Obligations are
now or hereafter secured by property other than the Collateral (including real
property and securities owned by a Grantor), or by a guarantee, endorsement or
property of any other Person, then the Administrative Agent shall have the
right to proceed against such other property, guarantee or endorsement upon the
occurrence and during the continuance of any Event of Default, and the
Administrative Agent shall have the right, in its sole discretion, to determine
which rights, security, liens, security interests or remedies the
Administrative Agent shall at any time pursue, relinquish, subordinate, modify
or take with respect thereto, without in any way modifying or affecting any of
them or the Secured Obligations or any of the rights of the Administrative
Agent or the Secured Parties under this Security Agreement, under any of the
other Credit Documents or under any other document relating to the Secured
Obligations.



     25.     Joint
and Several Obligations of Grantors.



     (a) 
Subject to subsection (c) of this Section 25, each of the Grantors is
accepting joint and several liability hereunder in consideration of the
financial accommodation to be provided by the Secured Parties, for the mutual
benefit, directly and indirectly, of each of the Grantors and in consideration
of the undertakings of each of the Grantors to accept joint and several
liability for the obligations of each of them.



     (b) 
Subject to subsection (c) of this Section 25, each of the Grantors
jointly and severally hereby irrevocably and unconditionally accepts, not
merely as a surety but also as a co-debtor, joint and several liability with
the other Grantors with respect to the payment and performance of all of the
Secured Obligations arising under this Security Agreement, the other Credit
Documents and any other documents relating to the Secured Obligations, it being
the intention of the parties hereto that all the Secured Obligations shall be
the joint and several obligations of each of the Grantors without preferences
or distinction among them.



     (c)  Notwithstanding any provision to the contrary contained herein, in any
other of the Credit Documents or in any other documents relating to the Secured
Obligations, the obligations of each Guarantor under the Credit Agreement and
the other Credit Documents shall be limited to an aggregate amount equal to the
largest amount that would not render such obligations subject to avoidance
under Section 548 of the Bankruptcy Code of the United States or any other
applicable Debtor Relief Law (including any comparable provisions of any
applicable state law).




[remainder of page intentionally left blank]



16







 




     Each of the parties hereto has caused a counterpart of this Security
Agreement to be duly executed and delivered as of the date first above written.




	 	 	 	 	 
	GRANTORS:	 	BIORELIANCE CORPORATION,
	 	 	a Delaware corporation
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	
Title:	 	 
	 	 	 	 	 
	 	 	BIORELIANCE VIRAL MANUFACTURING, INC., a Delaware
	 	 	corporation
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	
Title:	 	 
	 	 	 	 	 
	 	 	BIORELIANCE MANUFACTURING, LLC, a Delaware limited
	 	 	liability company
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	
Title:	 	 
	 	 	 	 	 
	 	 	BIORELIANCE TESTING AND DEVELOPMENT, LLC, a Delaware
	 	 	limited liability company
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	
Title:	 	 
	 	 	 	 	 
	 	 	BIORELIANCE ACQUISITIONS, INC. , a Delaware corporation
	 	 	 	 	 
	 	 	
By:	 	 
	 	 	 	 	

	 	 	
Name:	 	 
	 	 	
Title:	 	 



 







 


Accepted and agreed to as of the date first above written.



	 	 	 
	Bank of America, N.A.,

as Administrative Agent
	 	 	 
	By:	 	 
	 	

	 
	Name:	 	 
	Title:	 	 



 







 



SCHEDULE 5(f)(i)




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




COPYRIGHTS




United States Copyright Office



Ladies and Gentlemen:



Please be advised that pursuant to the Security Agreement dated as of
September      , 2003 (as the same may be amended, modified, extended or restated
from time to time, the “Security Agreement”) by and among the Grantors party
thereto (each an “Grantor” and collectively, the
“Grantors”) and Bank of
America, N.A., as Administrative Agent (the “Administrative
Agent”) for the
Secured Parties referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the copyrights and
copyright applications shown on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the Secured Parties.



The Grantors and the Administrative Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest in the
copyrights and copyright applications set forth on
Schedule 1 attached hereto
(i) may only be terminated in accordance with the terms of the Security
Agreement and (ii) is not to be construed as an assignment of any copyright or
copyright application.




	 	 	 	 
	 	 	
Very truly yours,
	 	 	 
	 	 	


	 	 	
[Grantor], a Delaware corporation




	 	 	 	 	 	 
	 	 	
By:	 	 	 
	 	 	 	 	
	 
	 	 	
Name:	 	 	 
	 	 	
Title:	 	 	 
	 	 	 	 	 	 
	 	 	Grantor’s Address:	 




	 	 	 
	Acknowledged and Accepted:


BANK OF AMERICA, N.A., as Administrative Agent
	 	 	 
	By:	 	 
	 	

	 
	Name:	 	 
	Title:	 	 



 







 



SCHEDULE 5(f)(ii)




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




PATENTS



United States Patent and Trademark Office


Ladies and Gentlemen:


Please be advised that pursuant to the Security Agreement dated as of
September      , 2003 (the
“Security Agreement”) by and among the Grantors party
thereto (each an “Grantor” and collectively, the
“Grantors”) and Bank of
America, N.A., as Administrative Agent (the “Administrative
Agent”) for the
Secured Parties referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the patents and
patent applications set forth on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the Secured Parties.



The Grantors and the Administrative Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest in the patents
and patent applications set forth on Schedule 1 attached hereto (i) may only be
terminated in accordance with the terms of the Security Agreement and (ii) is
not to be construed as an assignment of any patent or patent application.




	 	 	 	 
	 	 	
Very truly yours,
	 	 	 
	 	 	


	 	 	
[Grantor], a Delaware corporation




	 	 	 	 	 	 
	 	 	
By:	 	 	 
	 	 	 	 	
	 
	 	 	
Name:	 	 	 
	 	 	
Title:	 	 	 
	 	 	 	 	 	 
	 	 	Grantor’s Address:	 




	 	 	 
	Acknowledged and Accepted:


BANK OF AMERICA, N.A., as Administrative Agent
	 	 	 
	By:	 	 
	 	

	 
	Name:	 	 
	Title:	 	 



 







 



SCHEDULE 5(f)(iii)




NOTICE




OF




GRANT OF SECURITY INTEREST




IN




TRADEMARKS



United States Patent and Trademark Office


Ladies and Gentlemen:


Please be advised that pursuant to the Security Agreement dated as of
September      , 2003 (the
“Security Agreement”) by and among the Grantors party
thereto (each an “Grantor” and collectively, the
“Grantors”) and Bank of
America, N.A., as Administrative Agent (the “Administrative
Agent”) for the
Secured Parties referenced therein, the undersigned Grantor has granted a
continuing security interest in and continuing lien upon, the trademarks and
trademark applications set forth on Schedule 1 attached hereto to the
Administrative Agent for the ratable benefit of the Secured Parties.



The Grantors and the Administrative Agent, on behalf of the Secured
Parties, hereby acknowledge and agree that the security interest in the
trademarks and trademark applications set forth on
Schedule 1 attached hereto
(i) may only be terminated in accordance with the terms of the Security
Agreement and (ii) is not to be construed as an assignment of any trademark or
trademark application.




	 	 	 	 
	 	 	
Very truly yours,
	 	 	 
	 	 	


	 	 	
[Grantor], a Delaware corporation




	 	 	 	 	 	 
	 	 	
By:	 	 	 
	 	 	 	 	
	 
	 	 	
Name:	 	 	 
	 	 	
Title:	 	 	 
	 	 	 	 	 	 
	 	 	Grantor’s Address:	 




	 	 	 
	Acknowledged and Accepted:


BANK OF AMERICA, N.A., as Administrative Agent
	 	 	 
	By:	 	 
	 	

	 
	Name:	 	 
	Title: