a2022q3ex102htm






EXECUTION VERSION  1  122350498\V-3  AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT AND REAFFIRMATION OF PERFORMANCE GUARANTY  THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT AND  REAFFIRMATION OF PERFORMANCE GUARANTY (this “Amendment”), dated as of  October 25, 2022 is among AVANTOR RECEIVABLES FUNDING, LLC, a Delaware limited  liability company, as seller (the “Seller”), VWR INTERNATIONAL, LLC, a Delaware limited  liability company (together with its successors and permitted assigns, “VWR”), as servicer (in  such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”),  AVANTOR FUNDING, INC., as performance guarantor (in such capacity, together with its  successors and permitted assigns in such capacity, the “Performance Guarantor”), PNC BANK,  NATIONAL ASSOCIATION (“PNC”), as administrator (in such capacity, together with its  successors and assigns in such capacity, the “Administrator”), PNC, as issuer of Letters of Credit  (in such capacity, together with its successors and assigns in such capacity, the “LC Bank”), PNC,  as related committed purchaser (in such capacity, together with its successors and assigns in such  capacity, the “Related Committed Purchaser”) and PNC as purchaser agent for the PNC Purchaser  Group (in such capacity, together with its successors and assigns in such capacity, the “Purchaser  Agent”).  RECITALS WHEREAS, the Seller, the Servicer, the LC Bank, the Related Committed Purchaser, the  Purchaser Agent and the Administrator are parties to that certain Receivables Purchase Agreement,  dated as of March 27, 2020 (as amended by Amendment No. 1 to Receivables Purchase Agreement  and Reaffirmation of Performance Guaranty, dated as of December 21, 2021, and as may be further  amended, supplemented, modified or restated prior to the date hereof, the “Existing Agreement”,  and as amended hereby and as may be further amended, supplemented, modified or restated from  time to time, the “Agreement”);  WHEREAS, the Performance Guarantor entered into the Performance Guaranty as of  March 27, 2020 (as may be amended, restated, supplemented or otherwise modified from time to  time, the “Performance Guaranty”) in favor of, and as accepted by, the Administrator; and  WHEREAS, the parties hereto are not related within the meaning of Section 267(b) or  707(b)(1) of the Internal Revenue Code of 1986 and have determined, based on bona fide, arm’s  length negotiations between the parties, that the fair market value of the Agreement before giving  effect to this Amendment is substantially equivalent to its fair market value after giving effect  hereto.  NOW, THEREFORE, in consideration of their mutual covenants and agreements  hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and  agree as follows:  1. Incorporation of Recitals.  The foregoing recitals are incorporated herein by  reference as if fully set forth herein.    





 






2  122350498\V-3  2. Certain Definitions.  Capitalized terms used herein but not otherwise defined herein  shall have the meanings assigned to such terms in the Existing Agreement.  3. Amendments.  Effective as of the date hereof, the Existing Agreement is hereby  amended to add or delete such text as may be necessary to conform the Existing Agreement to the  agreement attached as Exhibit A.  4. Representations and Warranties.  The Seller, Servicer and Performance Guarantor  hereby represent and warrant that: (a) no Termination Event or Unmatured Termination Event  exists or will exist immediately after giving effect to the transactions contemplated hereby, (b) all  representations and warranties of such party contained in the Existing Agreement, in this  Amendment and in the other Transaction Documents are true and correct in all material respects  (without duplication of any materiality qualifiers), (c) the execution, delivery and performance of  this Amendment and any other document related hereto by such party have been duly authorized  by all necessary corporate or other organizational action, and (d) this Amendment and any other  document related hereto have been duly executed and delivered by such party.  5. Limitation; Effect of Amendment.  No provision of the Existing Agreement or any  other Transaction Document is amended or waived in any way other than as provided herein.   Except as set forth expressly herein, all terms of the Existing Agreement and the other Transaction  Documents shall be and remain in full force and effect and are hereby ratified and confirmed, and  shall constitute the legal, valid, binding, and enforceable obligations of the parties thereto.  As of  the date hereof, each reference in the Existing Agreement to “this Agreement,” “hereunder,”  “hereof,” “herein,” or words of like import, and each reference in the other Transaction Documents  to the Existing Agreement (including, without limitation, by means of words like “thereunder,”  “thereof”, “therein” and words of like import), shall mean and be a reference to the Existing  Agreement as amended by this Amendment.  This Amendment constitutes a Transaction  Document.  6. No Novation or Mutual Departure.  The Seller, the Servicer and the Performance  Guarantor expressly acknowledge and agree that there has not been, and this Amendment does not  constitute or establish, a novation with respect to the Existing Agreement or any of the Transaction  Documents, or a mutual departure from the strict terms, provisions, and conditions thereof other  than with respect to the amendments in Section 3.  7. Counterparts; Effectiveness.  (a) This Amendment may be executed in counterparts (and by different parties  hereto in different counterparts), each of which shall constitute an original, but all of which when  taken together shall constitute a single contract.  The Effective Date of this Amendment, as set  forth above, shall be completed by the Administrator as of the date when this Amendment shall  have been executed by the Administrator and when the Administrator shall have received  counterparts of this Amendment, properly executed by the Seller, the Servicer the Performance  Guarantor, the LC Bank, the Related Committed Purchaser and the Purchaser Agent.  (b) The words “execution,” “signed,” “signature,” and words of like import in  this Amendment shall be deemed to include electronic signatures or the keeping of records in  





 






3  122350498\V-3  electronic form, each of which shall be of the same legal effect, validity or enforceability as a  manually executed signature or the use of a paper-based recordkeeping system, as the case may  be, to the extent and as provided for in any applicable law, including the Federal Electronic  Signatures in Global and National Commerce Act, the New York State Electronic Signatures and  Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.   The parties hereto agree that this Amendment may, at the Administrator’s option, be in the form  of an electronic record and may be signed or executed using electronic signatures.  For the  avoidance of doubt, the authorization under this paragraph may include, without limitation, use or  acceptance by the Administrator of a manually signed paper signature page which has been  converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or  retention.  8. Section Headings.  Section headings used in this Amendment are for convenience  of reference only and shall not govern the interpretation of any of the provisions of this  Amendment.  9. Severability.  The provisions of this Amendment are intended to be severable.  If  any provision of this Amendment shall be held invalid or unenforceable in whole or in part in any  jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such  invalidity or unenforceability without in any manner affecting the validity or enforceability thereof  in any other jurisdiction or the remaining provisions hereof in any jurisdiction.  10. Fees and Costs.  Seller will pay on demand all out-of-pocket fees, costs, and  expenses of Administrator, including but not limited to the fees and expenses of outside counsel,  in connection with the preparation, execution, and delivery of this Amendment in each case subject  to and in the manner set forth in Section 6.4(a) of the Existing Agreement.  11. Governing Law, Etc.  The terms of the Existing Agreement relating to governing  law, submission to jurisdiction, waiver of venue and waiver of jury trial are incorporated herein  by reference, mutatis mutandis, and the parties hereto agree to such terms.  12. Reaffirmation of the Performance Guaranty.  After giving effect to this Amendment  and the transactions contemplated by this Amendment, all of the provisions of the Performance  Guaranty shall remain in full force and effect and the Performance Guarantor hereby ratifies and  affirms the Performance Guaranty and acknowledges that the Performance Guaranty has continued  and shall continue in full force and effect in accordance with its terms.  13. Construction.  Reference to this Amendment means this Amendment, together with  Exhibit A attached hereto.  [Signature Pages Follow]  





 






Amendment No. 2 to Receivables Purchase Agreement (PNC-VWR)  S-1  IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized,  have executed this Amendment as of the day and year first above written.  ATTEST: AVANTOR RECEIVABLES FUNDING, LLC,  as Seller By:  Name:  Title:  VWR INTERNATIONAL, LLC, as Servicer By:  Name:  Title:  PNC BANK, NATIONAL ASSOCIATION,  individually and as Administrator, LC Bank,  Related Committed Purchaser and Purchaser Agent By:  Name:  Title:  Scott Baker Secretary Scott Baker Secretary DocuSign Envelope ID: 7CDDDC55-0E43-4C99-B0AA-0FF552ABF576 





 






Amendment No. 2 to Receivables Purchase Agreement (PNC-VWR)  S-1  IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized,  have executed this Amendment as of the day and year first above written.  ATTEST: AVANTOR RECEIVABLES FUNDING, LLC,  as Seller By:  Name:  Title:  VWR INTERNATIONAL, LLC, as Servicer By:  Name:  Title:  PNC BANK, NATIONAL ASSOCIATION,  individually and as Administrator, LC Bank,  Related Committed Purchaser and Purchaser Agent By:  Name:  Title:  Eric Bruno Senior Vice President 





 






Amendment No. 2 to Receivables Purchase Agreement (PNC-VWR)  S-2  AVANTOR FUNDING, INC. as Performance  Guarantor By:  Name: Scott Baker  Title:  Senior Vice President and Assistant Secretary  DocuSign Envelope ID: 7CDDDC55-0E43-4C99-B0AA-0FF552ABF576 





 






122350498\V-3  Exhibit A  Conformed Receivables Purchase Agreement  





 






EXHIBIT A TO AMENDMENT NO. 2 TO   RECEIVABLES PURCHASE AGREEMENT  122351039\V-4  RECEIVABLES PURCHASE AGREEMENT  dated as of March 27, 2020  among  AVANTOR RECEIVABLES FUNDING, LLC,  as Seller  VWR INTERNATIONAL, LLC,  as Servicer  THE VARIOUS CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO,  THE VARIOUS RELATED COMMITTED PURCHASERS FROM TIME TO TIME PARTY  HERETO,  THE VARIOUS PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO,  THE VARIOUS LC PARTICIPANTS FROM TIME TO TIME PARTY HERETO,  and  PNC BANK, NATIONAL ASSOCIATION,  as Administrator and LC Bank  





 






TABLE OF CONTENTS  - i -  122351039\V-4  ARTICLE I  AMOUNTS AND TERMS OF THE PURCHASES  Section 1.1 Purchases..................................................................................................... 1  Section 1.2 Making Purchases ....................................................................................... 3  Section 1.3 Purchased Interest Computation ................................................................. 6  Section 1.4 Settlement Procedures ................................................................................. 6  Section 1.5 Fees ........................................................................................................... 11  Section 1.6 Payments and Computations, Etc ............................................................. 12  Section 1.7 Increased Costs ......................................................................................... 13  Section 1.8 SOFR Notification; Conforming Changes. ............................................... 14  Section 1.9 Funding Losses ......................................................................................... 15  Section 1.10 Taxes ......................................................................................................... 15  Section 1.11 SOFR Rate Unascertainable; Increased Costs; Illegality .......................... 16  Section 1.12 Benchmark Replacement Setting. ............................................................. 18  Section 1.13 Letters of Credit ........................................................................................ 19  Section 1.14 Issuance of Letters of Credit ..................................................................... 20  Section 1.15 Requirements For Issuance of Letters of Credit ....................................... 21  Section 1.16 Disbursements, Reimbursement ............................................................... 21  Section 1.17 Repayment of Participation Advances. ..................................................... 22  Section 1.18 Documentation .......................................................................................... 22  Section 1.19 Determination to Honor Drawing Request ............................................... 22  Section 1.20 Nature of Participation and Reimbursement Obligations ......................... 23  Section 1.21 Indemnity .................................................................................................. 24  Section 1.22 Liability for Acts and Omissions .............................................................. 24  Section 1.23 Extension of Termination Date ................................................................. 26  





 






TABLE OF CONTENTS  (continued)  - ii -  122351039\V-4  Section 1.24 Yield Options ............................................................................................ 26  Section 1.26 Selection of Yield ..................................................................................... 27  ARTICLE II  REPRESENTATIONS AND WARRANTIES; COVENANTS;  TERMINATION EVENTS  Section 2.1 Representations and Warranties; Covenants ............................................. 27  Section 2.2 Termination Events ................................................................................... 27  ARTICLE III  INDEMNIFICATION  Section 3.1 Indemnities by the Seller .......................................................................... 27  Section 3.2 Indemnities by the Servicer ...................................................................... 29  ARTICLE IV  ADMINISTRATION AND COLLECTIONS  Section 4.1 Appointment of the Servicer ..................................................................... 30  Section 4.2 Duties of the Servicer................................................................................ 31  Section 4.3 Collection Account Arrangements ............................................................ 32  Section 4.4 Enforcement Rights .................................................................................. 32  Section 4.5 Responsibilities of the Seller .................................................................... 33  Section 4.6 Servicing Fee ............................................................................................ 34  ARTICLE V  THE AGENTS  Section 5.1 Appointment and Authorization ............................................................... 34  Section 5.2 Delegation of Duties ................................................................................. 35  Section 5.3 Exculpatory Provisions ............................................................................. 35  Section 5.4 Reliance by Agents ................................................................................... 36  





 






TABLE OF CONTENTS  (continued)  - iii -  122351039\V-4  Section 5.5 Notice of Termination Events ................................................................... 36  Section 5.6 Non-Reliance on Administrator, Purchaser Agents and Other Purchasers37  Section 5.7 Administrator, Purchasers, Purchaser Agents and Affiliates .................... 37  Section 5.8 Indemnification ......................................................................................... 37  Section 5.9 Successor Administrator ........................................................................... 38  ARTICLE VI  MISCELLANEOUS  Section 6.1 Amendments, Etc ...................................................................................... 38  Section 6.2 Notices, Etc ............................................................................................... 39  Section 6.3 Successors and Assigns; Participations; Assignments .............................. 39  Section 6.4 Costs and Expenses ................................................................................... 41  Section 6.5 No Proceedings; Limitation on Payments................................................. 42  Section 6.6 GOVERNING LAW AND JURISDICTION ........................................... 43  Section 6.7 Confidentiality .......................................................................................... 44  Section 6.8 Execution in Counterparts......................................................................... 44  Section 6.9 Survival of Termination ............................................................................ 44  Section 6.10 WAIVER OF JURY TRIAL ..................................................................... 44  Section 6.11 Sharing of Recoveries ............................................................................... 45  Section 6.12 Right of Setoff........................................................................................... 45  Section 6.13 Entire Agreement ...................................................................................... 45  Section 6.14 Headings ................................................................................................... 45  Section 6.15 Purchaser Groups’ Liabilities ................................................................... 45  Section 6.16 Tax Treatment ........................................................................................... 46  Section 6.17 USA Patriot Act ........................................................................................ 46  Section 6.18 Severability ............................................................................................... 46  





 






TABLE OF CONTENTS  (continued)  - iv -  122351039\V-4  Section 6.19 Currency .................................................................................................... 46  Section 6.20 Currency Equivalence ............................................................................... 46  





 






- v -  122351039\V-4  EXHIBITS  Exhibit I Definitions  Exhibit II Conditions to Purchases  Exhibit III Representations and Warranties  Exhibit IV Covenants  Exhibit V Termination Events  SCHEDULES  Schedule I Credit and Collection Policy  Schedule II Collection Account Banks and Collection Accounts  Schedule III Actions and Proceedings  ANNEXES  Annex A-1 Form of Information Package  Annex A-2 Form of Weekly Report  Annex A-3 Form of Daily Report  Annex B Form of Purchase Notice  Annex C Form of Assumption Agreement  Annex D Form of Transfer Supplement  Annex E Form of Paydown Notice  Annex F Form of Letter of Credit Application  





 






- 1 -  122351039\V-4  This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented  or otherwise modified from time to time, this “Agreement”) is entered into as of March 27, 2020,  among AVANTOR RECEIVABLES FUNDING, LLC, a Delaware limited liability company, as  seller (the “Seller”), VWR INTERNATIONAL, LLC, a Delaware limited liability company  (together with its successors and permitted assigns, “VWR”), as servicer (in such capacity,  together with its successors and permitted assigns in such capacity, the “Servicer”), the various  Conduit Purchasers from time to time party hereto, the various Related Committed Purchasers  from time to time party hereto, the various Purchaser Agents from time to time party hereto, the  various LC Participants from time to time party hereto and PNC BANK, NATIONAL  ASSOCIATION, as administrator (in such capacity, together with its successors and assigns in  such capacity, the “Administrator”) and as issuer of Letters of Credit (in such capacity, together  with its successors and assigns in such capacity, the “LC Bank”).  BACKGROUND  The Seller (i) desires to sell, transfer and assign an undivided variable percentage  ownership interest in a pool of Receivables, and the Purchasers desire to acquire such undivided  variable percentage ownership interest, as such percentage interest shall be adjusted from time to  time based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may,  subject to the terms and conditions hereof, request that the LC Bank issue or cause the issuance  of one or more Letters of Credit.  NOW, THEREFORE, in consideration of the mutual agreements, provisions and  covenants contained herein and for other good and valuable consideration, the receipt and  sufficiency of which is hereby acknowledged, the parties hereto agree as follows:  DEFINITIONS  Certain terms that are capitalized and used throughout this Agreement are defined in  Exhibit I.  References in the Exhibits, Schedules and Annexes hereto to the “Agreement” refer to  this Agreement, as amended, restated, supplemented or otherwise modified from time to time.  ARTICLE I  AMOUNTS AND TERMS OF THE PURCHASES  Section 1.1 Purchases.  (a) On the terms and subject to the conditions hereof, the Seller may, from time to  time before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable  Share) request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit  Purchaser in such Purchaser Group or a Conduit Purchaser denies such request or is unable to  fund (and provides notice of such denial or inability to the Seller, the Administrator and its  Purchaser Agent), ratably (based on each Purchaser Group’s Ratable Share) request that its  Related Committed Purchasers, make purchases of and reinvestments in undivided percentage  ownership interests with regard to the Purchased Interest from the Seller from time to time from  the date hereof to the Facility Termination Date and (ii) request that the LC Bank issue or cause  the issuance of Letters of Credit, in each case subject to the terms hereof (each such purchase,  





 






- 2 -  122351039\V-4  reinvestment or issuance is referred to herein as a “Purchase”).  Subject to Section 1.4(b)  concerning reinvestments, at no time will a Conduit Purchaser have any obligation to make a  Purchase.  Each Related Committed Purchaser severally hereby agrees, on the terms and subject  to the conditions hereof, to make Purchases of undivided percentage ownership interests with  regard to the Purchased Interest from the Seller from time to time from the date hereof to the  Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of each  Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related Committed  Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such Purchase)  and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees to issue  Letters of Credit in return for (and each LC Participant hereby severally agrees to make  participation advances in connection with any draws under such Letters of Credit equal to such  LC Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with  regard to the Purchased Interest from the Seller from time to time from the date hereof to the  Facility Termination Date; provided, that under no circumstances shall any Purchaser make any  Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section  1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to such  Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when  added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group  would exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from  time to time pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC Participant’s,  as applicable, Pro Rata Share of the face amount of any outstanding Letters of Credit, (ii)  Aggregate Capital plus the LC Participation Amount would exceed the lesser of (x) the Purchase  Limit and (y) an amount equal to the Net Receivables Pool Balance plus the Dollar Equivalent of  any amount on deposit in the LC Collateral Account minus the Total Reserves, (iii) LC  Participation Amount would exceed the aggregate of the Commitments of the LC Bank and the  LC Participants or (iv) the aggregate Capital of the Alternative Currency Purchases would  exceed the Alternative Currency Sublimit.  The Seller may, subject to the requirements and conditions herein, use the proceeds of  any Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC  Bank and the LC Participants (ratably, based on the outstanding amounts funded by the LC Bank  and each such LC Participant) pursuant to Section 1.15.  (b) In addition, in the event the Seller fails to reimburse the LC Bank for the full  Dollar Equivalent amount of any drawing under any Letter of Credit on the applicable Drawing  Date (out of its own funds available therefor) pursuant to Section 1.15, then the Seller shall,  automatically (and without the requirement of any further action on the part of any Person  hereunder), be deemed to have requested a new Purchase from the Conduit Purchasers or Related  Committed Purchasers, as applicable, on such date, on the terms and subject to the conditions  hereof, in an amount equal to the amount of such Reimbursement Obligation after giving effect  to the application of funds available in the LC Collateral Account, if any, at such time without  resulting in a Termination Event hereunder.  Subject to the limitations on funding set forth in  paragraph (a) above (and the other requirements and conditions herein), the Conduit Purchasers  or Related Committed Purchasers, as applicable, shall fund such deemed Purchase request and  deliver the proceeds thereof directly to the Administrator to be immediately distributed to the LC  Bank and the applicable LC Participants (ratably, based on the outstanding amounts funded by  





 






- 3 -  122351039\V-4  the LC Bank and each such LC Participant) in satisfaction of the Reimbursement Obligation  pursuant to Section 1.15.  (c) The Seller may, upon sixty (60) days’ written notice to the Administrator and  each Purchaser Agent, terminate the purchase facility in whole or reduce the unfunded portion of  the Purchase Limit in whole or in part (but not below the amount which would cause the Group  Capital of any Purchaser Group plus the LC Bank’s or the related LC Participant’s, as applicable,  Pro Rata Share of the face amount of any outstanding Letters of Credit to exceed its Group  Commitment (after giving effect to such reduction)); provided that each partial reduction shall be  in the amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof  and that, unless terminated in whole, the Purchase Limit shall in no event be reduced below  $125,000,000.  Each reduction in the Commitments hereunder shall be made ratably among the  Purchasers in accordance with their respective Commitments and the Alternative Currency  Sublimit shall be ratably reduced.  The Administrator shall advise the Purchaser Agents of any  notice received by it pursuant to this Section 1.1(c); it being understood that (in addition to and  without limiting any other requirements for termination, prepayment and/or the funding of the  LC Collateral Account hereunder) no such termination or reduction shall be effective unless and  until (i) in the case of a termination, the Dollar Equivalent of the amount on deposit in the LC  Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in  the case of a partial reduction, the Dollar Equivalent of the amount on deposit in the LC  Collateral Account is at least equal to the positive difference between the then outstanding LC  Participation Amount and the Purchase Limit as so reduced by such partial reduction.  (d) Each of the parties hereto hereby acknowledges and agrees that the Purchaser  Group that includes PNC, as a Purchaser Agent and as a Purchaser, shall not include a Conduit  Purchaser, and each request by the Seller for ratable Purchases by the Conduit Purchasers  pursuant to Section 1.1(a) shall be deemed to be a request that the Related Committed Purchasers  in PNC’s Purchaser Group make their ratable share of such Purchases.  (e) Notwithstanding anything to the contrary in this Agreement, the Aggregate  Capital shall equal at least the Minimum Funding Threshold at all times (other than with respect  to up to thirty (30) consecutive calendar days in any calendar year.   Section 1.2 Making Purchases.  (a) Each Funded Purchase (but not reinvestment) of undivided percentage ownership  interests with regard to the Purchased Interest hereunder may be made on any day upon the  Seller’s irrevocable written notice in the form of Annex B (each, a “Purchase Notice”) delivered  to the Administrator and each Purchaser Agent in accordance with Section 6.2 (which notice  must be received by the Administrator and each Purchaser Agent (i) before 12:00 Noon New  York City time on the requested Purchase Date for a Funded Purchase equal to or less than  $50,000,000 and (ii) before 2:00 p.m. New York City time for all other Funded Purchases at least  one (1) Business Day before the requested Purchase Date), which notice shall specify:  (A) in the  case of a Funded Purchase (other than one made pursuant to Section 1.15(b)), the amount  requested to be paid to the Seller by each Purchaser Group (such amount, which, with respect to  Dollar Purchases, shall not be less than $300,000 (or such lesser amount as agreed to by the  Administrator) and shall be in integral multiples of $100,000 in excess thereof and, with respect  





 






- 4 -  122351039\V-4  to Alternative Currency Purchases, shall not be less than €300,000 (or such lesser amount as  agreed to by the Administrator) and shall be in integral multiples of €100,000 in excess thereof,  in each case, with respect to each Purchaser Group), (B) the date of such Funded Purchase  (which shall be a Business Day or in the case of an Alternative Currency Purchase, a Settlement  Date), (C) the currency denomination in which the Funded Purchase is to be made, (D) for  Funded Purchases being funded by a Purchaser other than through the issuance of Notes (1) the  type of Alternate Rate requested for such Funded Purchase and (2) if applicable, the Tranche  Period for such Funded Purchase and (E) the pro forma calculation of the Purchased Interest  after giving effect to the increase in the Aggregate Capital.  Following receipt of a Purchase  Notice, each Purchaser Agent will determine whether the Conduit Purchasers in its Purchase  Group agree to make the purchase of the Purchaser Group’s Ratable Share of such Purchase.  If  the Conduit Purchasers in any Purchaser Group declines to make a proposed Purchase, the  Purchaser Agent for the related Purchaser Group shall notify Seller and Seller may cancel the  Purchase Notice.  In the absence of such a cancellation, the applicable Purchaser Group’s  Ratable Share of the requested Purchase will be made by the Related Committed Purchasers in  such Purchaser Group ratably based on their Ratable Shares.  The Committed Purchasers in a  Purchaser Group will not fund any portion of a Purchase unless the Conduit Purchasers in its  Purchase Group have declined to fund such portion.  (b) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter  of Credit or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership  interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or  Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable  conditions set forth in Exhibit II, make available to the Seller in same day funds, at the  Administration Account an amount equal to the portion of Capital relating to the undivided  percentage ownership interest with regard to the Purchased Interest then being funded by such  Purchaser.  (c) Effective on the date of each Funded Purchase or other Purchase pursuant to this  Section 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to  the Administrator for the benefit of the Purchasers (ratably, based on the sum of the Capital plus  the LC Participation Amount outstanding at such time for each such Purchaser) the Purchased  Interest.  (d) To secure all of the Seller’s obligations (monetary or otherwise) under this  Agreement and the other Transaction Documents to which it is a party, whether now or hereafter  existing or arising, due or to become due, direct or indirect, absolute or contingent, the Seller  hereby grants to the Administrator, for the benefit of the Purchasers, a security interest in all of  the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and  under all of the following, whether now or hereafter owned, existing or arising:  (i) all Pool  Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections  with respect to such Pool Receivables, (iv) the Collection Accounts and all amounts on deposit  therein, and all certificates and instruments, if any, from time to time evidencing such Collection  Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller  under the Sale Agreement, (vi) all proceeds of, and all amounts received or receivable under any  or all of, the foregoing and (vii) all of its other property (collectively, the “Pool Assets”).  The  Seller hereby authorizes the Administrator to file financing statements describing as the  





 






- 5 -  122351039\V-4  collateral covered thereby as “all of the debtor’s personal property or assets” or words to that  effect, notwithstanding that such wording may be broader in scope than the collateral described  in this Agreement.  The Administrator, for the benefit of the Purchasers, shall have, with respect  to the Pool Assets, and in addition to all the other rights and remedies available to the  Administrator and the Purchasers, all the rights and remedies of a secured party under any  applicable UCC.  (e) Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof,  in the event that such Letter of Credit is subsequently drawn and such drawn amount shall not  have been reimbursed pursuant to Section 1.15 upon such draw or through the distribution of  such LC Participant’s Pro Rata Share of the Dollar Equivalent of the amount on deposit in the  LC Collateral Account, each LC Participant shall, automatically and without further action of  any kind have irrevocably been deemed to have made a Funded Purchase hereunder in an  amount equal to such LC Participant’s Pro Rata Share of such unreimbursed draw and the failure  to reimburse pursuant to Section 1.15 shall not result in a Termination Event hereunder.  If the  LC Bank pays a drawing under a Letter of Credit that is not reimbursed by the Seller on the  applicable Drawing Date or through the distribution of the LC Bank’s Pro Rata Share of the  Dollar Equivalent of the amount on deposit in the LC Collateral Account, the LC Bank shall be  deemed to have made a Funded Purchase in an amount equal to its Pro Rata Share of such  unreimbursed draw.  All such Funded Purchases shall accrue Discount from the date of such  draw and such deemed Funded Purchase shall not result in a Termination Event hereunder.  In  the event that any Letter of Credit expires or is surrendered without being drawn (in whole or in  part) then, in such event, the foregoing commitment to make Funded Purchases shall expire with  respect to such Letter of Credit and the LC Participation Amount shall automatically reduce by  the face amount of the Letter of Credit which is no longer outstanding.  (f) The Seller may, with the written consent of the Administrator and each Purchaser  Agent (and, in the case of a new related LC Participant, the LC Bank) (in each case, such consent  not to be unreasonably withheld, delayed or conditioned), add additional Persons as Purchasers  (either to an existing Purchaser Group or by creating new Purchaser Groups) or with the written  consent of the Administrator and the applicable Purchaser Agent cause an existing Related  Committed Purchaser or related LC Participant to increase its Commitment in connection with a  corresponding increase in the Purchase Limit; provided, that the Commitment of any Related  Committed Purchaser or related LC Participant may only be increased with the prior written  consent of such Purchaser.  Each new Conduit Purchaser, Related Committed Purchaser or  related LC Participant (or Purchaser Group) shall become a party hereto, by executing and  delivering to the Administrator and the Seller, an Assumption Agreement in the form of Annex C  hereto (which Assumption Agreement shall, in the case of any new Purchaser Group, be  executed by each Person in such new Purchaser Group).  (g) Each Related Committed Purchaser’s and related LC Participant’s obligations  hereunder shall be several, such that the failure of any Related Committed Purchaser or related  LC Participant to make any Purchase hereunder or a payment in connection with drawing under  a Letter of Credit hereunder, as the case may be, shall not relieve any other Related Committed  Purchaser or related LC Participant of its obligation hereunder to make payment for any Funded  Purchase or such drawing.  Further, in the event any Related Committed Purchaser or related LC  Participant fails to satisfy its obligation to make a Purchase or payment with respect to such  





 






- 6 -  122351039\V-4  drawing as required hereunder, upon receipt of notice of such failure from the Administrator (or  any relevant Purchaser Agent), subject to the limitations set forth herein, (i) (A) the non- defaulting Related Committed Purchasers in such defaulting Related Committed Purchaser’s  Purchaser Group shall fund the defaulting Related Committed Purchaser’s Commitment  Percentage of its Purchaser Group’s Ratable Share of the related Purchase (based on their  relative Commitment Percentages (determined without regard to the Commitment Percentage of  the defaulting Related Committed Purchaser)) or (B) the non-defaulting related LC Participants  in such defaulting related LC Participant’s Purchaser Group shall fund the defaulting related LC  Participant’s Pro Rata Share of the related drawing (based on their relative Pro Rata Shares  (determined without regard to the Pro Rata Share of the defaulting related LC Participant)); and  (ii) (A) if there are no other Related Committed Purchasers in such Purchaser Group or if such  other Related Committed Purchasers are also defaulting Related Committed Purchasers, then  such defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser  Group’s Ratable Share of such Purchase shall be funded by each other Purchaser Group ratably  (based on their relative Purchaser Group Ratable Shares) and applied in accordance with this  paragraph (g) or (B) if there are no other related LC Participants in such Purchaser Group or if  such other related LC Participants are also defaulting related LC Participants, then such  defaulting related LC Participant’s Pro Rata Share of such drawing shall be funded by each other  Purchaser Group ratably (based on their relative Pro Rata Shares) and applied in accordance with  this paragraph (g).  Notwithstanding anything in this paragraph (g) to the contrary, no Related  Committed Purchaser or related LC Participant shall be required to make a Purchase or payment  with respect to such drawing pursuant to this paragraph (g) for an amount which would cause the  aggregate Capital of such Related Committed Purchaser or Pro Rata Share of the face amount of  any outstanding Letter of Credit of such related LC Participant (after giving effect to such  Purchase or payment with respect to such drawing) to exceed its Commitment.  Section 1.3 Purchased Interest Computation.  The Purchased Interest shall be initially  computed on the date of the initial Purchase hereunder.  Thereafter, until the Facility  Termination Date, such Purchased Interest shall be automatically recomputed (or deemed to be  recomputed) on each Business Day other than a Termination Day.  From and after the occurrence  of any Termination Day, the Purchased Interest shall (until the event(s) giving rise to such  Termination Day are cured or are waived by the Administrator in accordance with Section 2.2)  be deemed to be 100%.  The Purchased Interest shall become zero when (a) the Aggregate  Capital thereof and Aggregate Discount thereon shall have been paid in full, (b) an amount equal  to (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0 and/or  €0, as applicable) and (B) an amount equal to the LC Fee Expectation shall have been deposited  in the LC Collateral Account, or all Letters of Credit shall have expired and (c) all the amounts  owed by the Seller and the Servicer hereunder to each Purchaser, the Administrator and any  other Indemnified Party or Affected Person are paid in full.  Section 1.4 Settlement Procedures.  (a) The collection of the Pool Receivables shall be administered by the Servicer in  accordance with this Agreement.  The Seller shall provide to the Servicer on a timely basis all  information needed for such administration, including notice of the occurrence of any  Termination Day and current computations of the Purchased Interest.  





 






- 7 -  122351039\V-4  (b) The Servicer shall, on each day on which Collections of Pool Receivables are  received (or deemed received) by the Seller or the Servicer:  (i) set aside and hold (or cause the Seller to set aside and hold) in trust (and  shall, at the request of the Administrator, segregate in a separate account in the name of  the Seller held at the Administrator) for the benefit of each Purchaser Group, out of such  Collections, first, to the extent of such Collections, an amount equal to the Servicing Fee  accrued through such day and not previously paid or set aside, second, to the extent of  such Collections as reduced by any allocations pursuant to clause first, an amount equal  to the Aggregate Discount accrued through such day and not previously paid or set aside,  and third, to the extent of such Collections as reduced by any allocations pursuant to  clauses first and second, an amount equal to the Fees accrued and unpaid through such  day and not previously set aside,  (ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to the  Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections.   Such remainder shall, to the extent representing a return on the Aggregate Capital,  ratably, according to each Purchaser’s Capital, be automatically reinvested in Pool  Receivables and the Related Rights; provided, that if the Purchased Interest would exceed  100%, then the Servicer shall not remit such remainder to the Seller or reinvest it, but  shall set aside and hold (or cause the Seller to set aside and hold) in trust for the benefit  of the Purchasers (and shall, at the request of the Administrator, segregate in a separate  account approved by the Administrator) a portion of such Collections that, together with  the other Collections set aside pursuant to this clause (ii), shall equal the amount  necessary to reduce the Purchased Interest to 100% (determined as if such Collections set  aside had been applied to reduce the Aggregate Capital and to cash collateralize the LC  Participation Amount at such time), which amount shall be deposited first, ratably to each  Purchaser Agent’s account (for the benefit of its related Purchasers) on the next  Settlement Date in accordance with Section 1.4(c); and second, to the LC Collateral  Account; provided, further, that if, as of any date following the date on which any  amounts have been set aside due to a shortfall pursuant to the immediately preceding  proviso (such amount, a “Purchased Interest Shortfall”) but prior to the Settlement Date  on which such amounts are to be remitted to each Purchaser Agent’s Account or the LC  Collateral Account, the Purchased Interest Shortfall is reduced (without giving effect to  any funds set aside pursuant to such proviso), the Servicer shall remit to the Seller from  amounts set aside pursuant to such proviso, an amount equal to the lesser of (1) the  amount so set aside during the current Calculation Period, and (2) an amount necessary to  reduce the Purchased Interest to 100%, promptly following notice to the Administrator  including reasonable supporting information; provided, further, that in the case of any  Purchaser that has provided notice (an “Exiting Notice”) to its Purchaser Agent of its  refusal, pursuant to Section 1.22, to extend its Commitment hereunder (an “Exiting  Purchaser”), then, such Collections shall not be reinvested and shall instead be held in  trust for the benefit of such Purchaser and applied in accordance with clause (iii) below,  (iii) if such day is a Termination Day (or a day on which the Commitment of  an Exiting Purchaser terminates), set aside and hold (or cause the Seller to set aside and  hold) in trust (and shall, at the request of the Administrator, segregate in a separate  





 






- 8 -  122351039\V-4  account approved by the Administrator) for the benefit of each Purchaser Group the  entire remainder of such Collections (or, in the case of an Exiting Purchaser, an amount  equal to such Purchaser’s ratable share of such Collections based on its Capital; provided,  that solely for the purpose of determining such Purchaser’s ratable share of such  Collections, such Purchaser’s Capital shall be deemed to remain constant from the day on  which the Commitment of such Exiting Purchaser terminates, until the date such  Purchaser’s Capital has been paid in full; it being understood that if such day is also a  Termination Day, such Exiting Purchaser’s Capital shall be recalculated taking into  account amounts received by such Purchaser in respect of this parenthetical and thereafter  Collections shall be set aside for such Purchaser ratably in respect of its Capital (as  recalculated); provided, further, that if amounts are set aside and held in trust on any  Termination Day of the type described in clause (a) of the definition of “Termination  Day” (or any day on which the Commitment of such Exiting Purchaser terminates) and,  thereafter, the conditions set forth in Section 2 of Exhibit II are satisfied or waived by the  Administrator and the Majority Purchaser Agents (or in the case of an Exiting Notice,  such Exiting Notice has been revoked by the related Exiting Purchaser and written notice  thereof has been provided to the Administrator, the related Purchaser Agent and the  Servicer), such previously set-aside amounts shall, to the extent representing a return on  Aggregate Capital (or the Capital of the Exiting Purchaser) and ratably in accordance  with each Purchaser’s Capital, be reinvested in accordance with clause (ii) above on the  day of such subsequent satisfaction or waiver of conditions or revocation of Exiting  Notice, as the case may be, and  (iv) subject to Section 1.4(f), release to the Seller for its own account any  Collections in excess of:  (x) the amounts that are required to be set aside or reinvested  pursuant to clauses (i), (ii) and (iii) above plus (y) all reasonable and appropriate out-of- pocket costs and expenses of the Servicer for servicing, collecting and administering the  Pool Receivables plus (z) all other amounts then due and payable by the Seller under this  Agreement to the Purchasers, the LC Bank, the Administrator and any other Indemnified  Party or Affected Person.  (c) The Servicer shall, in accordance with the priorities set forth in Section 1.4(d)  below, deposit into each applicable Purchaser Agent’s account (or such other account designated  by such applicable Purchaser or its Purchaser Agent), on each Settlement Date (for any Portion  of Capital), Collections held for each Purchaser pursuant to Sections 1.4(b)(i), (ii) and (iii) and  Section 1.4(f); provided, that if VWR or an Affiliate thereof is the Servicer, VWR (or such  Affiliate) may retain the portion of the Collections set aside pursuant to Section 1.4(b)(i) that  represents the Servicing Fee.  On or prior to the last day of each Calculation Period, each  Purchaser Agent will notify the Servicer by email communications or other electronic delivery of  the amount of Discount accrued with respect to its Portion of Capital during such Calculation  Period or portion thereof.  (d) The Servicer shall distribute the amounts described (and at the times set forth) in  Section 1.4(c), in each case, to the extent of funds available therefor, as follows:  (i) if such distribution occurs on a day that is not a Termination Day, that is  not a day on which the Commitment of an Exiting Purchaser terminates and on which the  





 






- 9 -  122351039\V-4  Purchased Interest does not exceed 100%, first if the Servicer has set aside amounts in  respect of the Servicing Fee pursuant to Section 1.4(b)(i) and has not retained such  amounts pursuant to Section 1.4(c), to the Servicer’s own account (payable in arrears on  each Settlement Date) in payment in full of the accrued and unpaid Servicing Fees so set  aside, and second, to each Purchaser Agent ratably (based on the Discount and Fees  accrued during such Yield Period) (for the benefit of the relevant Purchasers within such  Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount and Fees  with respect to each Portion of Capital maintained by the Purchasers within such  Purchaser Agent’s Purchaser Group; it being understood that each Purchaser Agent shall  distribute such amounts to the Purchasers within its Purchaser Group ratably according to  Discount and Fees, and  (ii) if such distribution occurs on a Termination Day, on a day on which the  Commitment of an Exiting Purchaser terminates or on a day when the Purchased Interest  exceeds 100%, first to the Servicer’s own account in payment in full of all accrued and  unpaid Servicing Fees, second to each Purchaser Agent ratably (based on the Discount  and Fees accrued during such Yield Period) (for the benefit of the relevant Purchasers  within such Purchaser Agent’s Purchaser Group) in payment in full of all accrued  Discount and Fees with respect to each Portion of Capital funded or maintained by the  Purchasers within such Purchaser Agent’s Purchaser Group, third to each Purchaser  Agent ratably (based on the aggregate of the Capital of each Purchaser in each such  Purchaser Agent’s Purchaser Group) (for the benefit of the relevant Purchasers within  such Purchaser Agent’s Purchaser Group) in payment in full of (x) if such day is a  Termination Day, each Purchaser’s Capital, (y) if such day is not a Termination Day, the  amount necessary to reduce the Purchased Interest to 100%, or (z) if such day is a day on  which the Commitment of an Exiting Purchaser terminates, an amount equal to the  Exiting Purchaser’s ratable share of the Collections set aside pursuant to  Section 1.4(b)(iii) based on its Capital (determined as if such Collections had been  applied to reduce the Aggregate Capital); it being understood that each Purchaser Agent  shall distribute the amounts described in the second and third clauses of this clause (ii) to  the Purchasers within its Purchaser Group ratably (based on Discount and Fees and  Capital, respectively), fourth, to the LC Collateral Account for the benefit of the LC Bank  and the LC Participants, the amount necessary to cash collateralize the LC Participation  Amount until the amount of cash collateral held in such LC Collateral Account equals  (A) the amount necessary to reduce the Adjusted LC Participation Amount to zero ($0  and/or €0, as applicable) and (B) an amount equal to the LC Fee Expectation and fifth, if  the Aggregate Capital and accrued Aggregate Discount with respect to each Portion of  Capital for all Purchaser Groups have been reduced to zero, the Fees have been paid in  full and all accrued Servicing Fees payable to the Servicer have been paid in full, to each  Purchaser Group ratably (based on the amounts payable to each) (for the benefit of the  Purchasers within such Purchaser Group), the Administrator and any other Indemnified  Party or Affected Person in payment in full of any other amounts owed thereto by the  Seller hereunder.  After the Capital (on any day when the Purchased Interest exceeds 100% or any day on which  the Commitment of an Exiting Purchaser terminates), Aggregate Discount, Fees and Servicing  Fees with respect to the Purchased Interest, and any other amounts payable by the Seller and the  





 






- 10 -  122351039\V-4  Servicer to each Purchaser Group, the Administrator or any other Indemnified Party or Affected  Person hereunder have been paid in full, and (on and after a Termination Day) after Aggregate  Capital and an amount equal to (A) the amount necessary to reduce the Adjusted LC  Participation Amount to zero ($0 and/or €0, as applicable) and (B) an amount equal to the LC  Fee Expectation has been deposited in the LC Collateral Account, all additional Collections with  respect to the Purchased Interest shall be paid to the Seller for its own account.  (e) For the purposes of this Section 1.4:  (i) if on any day the Outstanding Balance of any Pool Receivable is reduced  or adjusted as a result of any defective, rejected, returned, repossessed or foreclosed  goods or services, or any revision, cancellation, allowance, rebate, discount or other  adjustment made by the Seller or any Affiliate of the Seller, or the Servicer or any  Affiliate of the Servicer, or any setoff or dispute between the Seller or any Affiliate of the  Seller, or the Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be  deemed to have received on such day a Collection of such Pool Receivable in the amount  of such reduction or adjustment and shall, subject to Section 1.4(e)(v), immediately pay  any and all such amounts in respect thereof to a Collection Account for the benefit of the  Purchasers and their assigns and for application pursuant to Section 1.4(b);  (ii) if on any day any of the representations or warranties in Sections 1(j) or  3(a) of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be  deemed to have received on such day a Collection of the full Outstanding Balance of  such Pool Receivable and shall, subject to Section 1.4(e)(v), immediately pay any and all  such amounts in respect thereof to a Collection Account (or as otherwise directed by the  Administrator at such time) for the benefit of the Purchasers and their assigns and for  application pursuant to Section 1.4(b) (Collections deemed to have been received  pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes referred to as “Deemed  Collections”);  (iii) except as provided in Sections 1.4(e)(i) or (ii) or as otherwise required by  applicable law or the relevant Contract, all Collections received from an Obligor of any  Receivable shall be applied to the Receivables of such Obligor in the order of the age of  such Receivables, starting with the oldest such Receivable, unless such Obligor specified  an applicable Receivable;  (iv) if and to the extent the Administrator, any Purchaser Agent or any  Purchaser shall be required for any reason to pay over to an Obligor (or any trustee,  receiver, custodian or similar official in any Insolvency Proceeding) any amount received  by it hereunder, such amount shall be deemed not to have been so received by such  Person but rather to have been retained by the Seller and, accordingly, such Person shall  have a claim against the Seller for such amount, payable when and to the extent that any  distribution from or on behalf of such Obligor is made in respect thereof; and  (v) if at any time before the Facility Termination Date the Seller is deemed to  have received any Deemed Collection under Sections 1.4(e)(i) and (ii), so long as no  Termination Day then exists, the Seller may satisfy its obligation to deliver the amount of  





 






- 11 -  122351039\V-4  such Deemed Collections to a Collection Account by instead recalculating (or being  deemed to have recalculated) the Purchased Interest by decreasing the Net Receivables  Pool Balance by the amount of such Deemed Collections, so long as such adjustment  does not cause the Purchased Interest to exceed 100%.  (f) If at any time the Seller wishes to cause the reduction of Aggregate Capital (but  not to commence the liquidation, or reduction to zero, of the entire Aggregate Capital) the Seller  may do so as follows:  (i) the Seller shall give the Administrator, each Purchaser Agent and the  Servicer written notice in the form of Annex E (each, a “Paydown Notice”) at least two  (2) Business Days prior to the date of such reduction, and each such Paydown Notice  shall include, among other things, the amount of such proposed reduction and the  proposed date on which such reduction will commence;  (ii) on the proposed date of the commencement of such reduction and on each  day thereafter, the Servicer shall cause Collections not to be reinvested until the amount  thereof not so reinvested shall equal the desired amount of reduction; and  (iii) the Seller shall set aside (or cause to be set aside) and hold such  Collections in trust for the benefit of each Purchaser ratably according to its Capital, for  payment to each such Purchaser (or its related Purchaser Agent for the benefit of such  Purchaser) on the date specified in the Paydown Notice (or such other date as agreed to  by the Administrator) with respect to any Portions of Capital maintained by such  Purchaser immediately following the related current Yield Period, and the Aggregate  Capital (together with the Capital of any related Purchaser) shall be deemed reduced in  the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit of  such Purchaser) only when in fact finally so paid;  provided, that:  (A) the amount of any such reduction shall not be less than the Dollar  Equivalent of $100,000 for each Purchaser Group and shall be an integral multiple of the  Dollar Equivalent of $100,000; and  (B) with respect to any Portion of Capital, the Seller shall choose a reduction  amount, and the date of commencement thereof, so that to the extent practicable such  reduction shall commence and conclude in the same Yield Period.  Section 1.5 Fees.  The Seller shall pay, or cause to be paid, to each Purchaser Agent  for the benefit of the Purchasers and Liquidity Providers in the related Purchaser Group in  accordance with the provisions set forth in Section 1.4(d) certain fees in the amounts and on the  dates set forth in one or more fee letter agreements, dated the Closing Date (or dated the date any  such Purchaser and member of its related Purchaser Group become a party hereto pursuant to an  Assumption Agreement, a Transfer Supplement or otherwise), among the Seller, and the  applicable Purchaser Agent, respectively (as any such fee letter agreement may be amended,  restated, supplemented or otherwise modified from time to time, each, a “Purchaser Group Fee  





 






- 12 -  122351039\V-4  Letter” and each of the Purchaser Group Fee Letters may be referred to collectively as, the “Fee  Letters”).  Section 1.6 Payments and Computations, Etc.  (a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or  under any other Transaction Document shall be made without reduction for offset or  counterclaim and shall be paid or deposited no later than 2:00 p.m. (New York City time) on the  day when due in same day funds to the account for each Purchaser maintained by the applicable  Purchaser Agent (or such other account as may be designated from time to time by such  Purchaser Agent to the Seller and the Servicer) or such other account as specifically identified  herein.  All amounts received after 2:00 p.m. (New York City time) will be deemed to have been  received on the next Business Day.  (b) Unless otherwise specified in this in this Agreement, (i) all amounts due and  owing in the Alternative Currency shall be repaid in the Alternative Currency (ii) all amounts  due and owing in Dollars shall be repaid Dollars, (iii) all payments of amounts due and owing in  Alternative Currency shall be made from Collections in Alternative Currency to the extent there  are sufficient Collections in Alternative Currency to make all such payments, and (iv) all  payments of amounts due and owing in U.S. Dollars shall be made from Collections in U.S.  Dollars to the extent there are sufficient Collections in U.S. Dollars to make all such payments.   If Collections in Alternative Currency are insufficient to pay any amounts due and payable in  Alternative Currency, then the Seller shall exchange available Collections in Dollars to the  Alternative Currency at the applicable Spot Rate on such day for application in accordance with  this Section 1.6 and the terms hereof.  (c) In connection with any Funded Purchase not funded by the issuance of Notes, so  long as no Termination Event has occurred and is continuing, the Seller may from time to time  elect the type of Alternate Rate and/or Tranche Period borne by each such Funded Purchase or,  subject to the minimum amount requirement for each such outstanding Funded Purchase set forth  in Section 1.2, a portion thereof, by notice to the Administrator not later than 1:00 p.m. (New  York City time), one (1) Business Day prior to the expiration of any Tranche Period or Yield  Period, as applicable.  Any such notices requesting the continuation or conversion of a Funded  Purchase to the Administrator may be given by telephone, telecopy, or other telecommunication  device acceptable to the Administrator (which notice shall be irrevocable once given and, if by  telephone, shall be promptly confirmed in writing in a manner acceptable to the Administrator.   If, by the time required in the first sentence of this Section 1.6(c), the Seller fails to select a  Tranche Period or Alternate Rate for any Funded Purchase, such Funded Purchase shall  automatically accrue Discount at (i) with respect to any Dollar Purchase, the Term SOFR Rate or  the Daily SOFR Rate and (ii) with respect to any Alternative Currency Purchase, the Euro  Amendment No. 1 Rate, until such time as the Alternate Rate is selected by the Seller in  accordance with this Section 1.6(c).  (d) The Seller or the Servicer, as the case may be, shall, to the extent permitted by  law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case  may be, when due hereunder, at an interest rate equal to 2.0% per annum above the Base Rate,  payable on demand.  





 






- 13 -  122351039\V-4  (e) All computations of interest under Section 1.6(b) and all computations of  Discount, Fees and other amounts hereunder shall be made on the basis of a year of 360 (or 365  or 366, as applicable, with respect to Discount or other amounts calculated by reference to the  Base Rate) days for the actual number of days elapsed.  Whenever any payment or deposit to be  made hereunder shall be due on a day other than a Business Day, such payment or deposit shall  be made on the next Business Day and such extension of time shall be included in the  computation of such payment or deposit.  Section 1.7 Increased Costs.    (a) Increased Costs Generally.  If any Change in Law shall:  (i) impose, modify or deem applicable any reserve, special deposit, liquidity,  compulsory loan, insurance charge or similar requirement against assets of, deposits with  or for the account of, or credit extended or participated in by, any Affected Person;  (ii) subject any Affected Person to any Taxes (except to the extent such Taxes  are Indemnified Taxes for which relief is sought under Section 1.10 or Taxes excluded  from the definition of Indemnified Taxes) on its Purchased Interest, Capital, loans, loan  principal, letters of credit, commitments or other obligations, or its deposits, reserves,  other liabilities or capital attributable thereto; or  (iii) impose on any Affected Person any other condition, cost or expense (other  than Taxes) (A) affecting the Pool Assets, this Agreement, any other Transaction  Document, any Program Support Agreement, any Capital or any Letter of Credit or  participation therein or (B) affecting its obligations or rights to make Purchases, fund or  maintain Capital or issue or participate in Letters of Credit;  and the result of any of the foregoing shall be to increase the cost to such Affected Person of (A)  acting as the Administrator, a Purchaser, a Purchaser Agent or a Liquidity Provider hereunder or  as a Program Support Provider with respect to the transactions contemplated hereby, (B) making  any Purchase or funding or maintaining any Capital (or any portion thereof), or issuing or  participating in, any Letter of Credit (or interest therein) or (C) maintaining its obligation to  make any Purchase or to fund or maintain any Capital (or any portion thereof) or issuing or  participating in, any Letter of Credit, or to reduce the amount of any sum received or receivable  by such Affected Person hereunder, then, upon request, together with a reasonably detailed  explanation and calculation thereof, of such Affected Person (or its Purchaser Agent), the Seller  shall pay to such Affected Person such additional amount or amounts as will compensate such  Affected Person for such additional costs incurred or reduction suffered.  (b) Capital and Liquidity Requirements.  If any Affected Person determines that any  Change in Law affecting such Affected Person or any lending office of such Affected Person or  such Affected Person’s holding company, if any, regarding capital or liquidity requirements, has  or would have the effect of (x) increasing the amount of capital required to be maintained by  such Affected Person or Affected Person’s holding company, if any, (y) reducing the rate of  return on such Affected Person’s capital or on the capital of such Affected Person’s holding  company, if any, or (z) causing an internal capital or liquidity charge or other imputed cost to be  





 






- 14 -  122351039\V-4  assessed upon such Affected Person or Affected Person’s holding company, if any, in each case,  as a consequence of (A) this Agreement or any other Transaction Document, (B) the  commitments of such Affected Person hereunder or under any other Transaction Document or  any related Program Support Agreement, (C) the Purchases, Letters of Credit or participation in  Letters of Credit made, by such Affected Person, or (D) any Capital (or portion thereof), to a  level below that which such Affected Person or such Affected Person’s holding company could  have achieved but for such Change in Law (taking into consideration such Affected Person’s  policies and the policies of such Affected Person’s holding company with respect to capital  adequacy and liquidity), then from time to time, upon request, together with a reasonably  detailed explanation and calculation thereof, of such Affected Person (or its Purchaser Agent),  the Seller will pay to such Affected Person such additional amount or amounts as will  compensate such Affected Person or such Affected Person’s holding company for any such  increase, reduction or charge.  (c) Certificates for Reimbursement.  A certificate of an Affected Person (or its  Purchaser Agent on its behalf) setting forth in reasonable detail the amount or amounts necessary  to compensate such Affected Person or its holding company, as the case may be, as specified in  clause (a) or (b) of this Section and delivered to the Seller, shall be conclusive absent manifest  error.  The Seller shall, subject to the priorities of payment set forth in Section 1.4, pay such  Affected Person the amount shown as due on any such certificate on the first Settlement Date  occurring not less than ten (10) Business Days after the Seller’s receipt of such certificate.  (d) Delay in Requests.  Failure or delay on the part of any Affected Person to demand  compensation pursuant to this Section shall not constitute a waiver of such Affected Person’s  right to demand such compensation; provided, that the Seller shall not be required to compensate  any Affected Person pursuant to this Section 1.7 for any increased costs incurred or reductions  suffered more than one hundred eighty (180) days prior to the date such Affected Person notifies  the Seller of the Change in Law giving rise to such increased costs or reductions and of such  Affected Person’s intention to claim compensation therefor (except if the Change in Law is  retroactive, then the one hundred eighty (180)-day period referred to above shall be extended to  include the period of retroactive effect thereof).  Section 1.8 SOFR Notification; Conforming Changes.  (a) Section 1.12 of this Agreement provides a mechanism for determining an  alternative rate of interest in the event that the Term SOFR Rate or the Daily SOFR Rate is no  longer available or in certain other circumstances.  The Administrator does not warrant or accept  any responsibility for and shall not have any liability with respect to, the administration,  submission or any other matter related to the Term SOFR Rate or the Daily SOFR Rate or with  respect to any alternative or successor rate thereto, or replacement rate therefor.  (b) With respect to the Term SOFR Rate or the Daily SOFR Rate, the Administrator  will have the right to make Conforming Changes from time to time and, notwithstanding  anything to the contrary herein or in any other Transaction Document, any amendments  implementing such Conforming Changes will become effective without any further action or  consent of any other party to this Agreement or any other Transaction Document; provided, that  the Administrator shall provide notice to the Seller and the Purchaser Agents of each such  





 






- 15 -  122351039\V-4  amendment implementing such Conforming Changes reasonably promptly after such amendment  becomes effective  Section 1.9 Funding Losses.  If, for any reason (other than a breach of this Agreement  by an Affected Person), funding or maintaining any Portion of Capital hereunder at an interest  rate determined by reference to the Euro Amendment No. 1 Rate, the Term SOFR Rate or the  Daily SOFR Rate, as applicable, does not occur on a date specified therefore, the Seller shall  compensate such Affected Person, within ten (10) Business Days written request by such Person,  for the difference, if any, between the rate to be paid by such Affected Person for such Euro  Amendment No. 1 Rate, the Term SOFR Rate or the Daily SOFR Rate, as applicable, and the  rate of any replacement Euro Amendment No. 1 Rate, Term SOFR Rate or the Daily SOFR Rate,  as applicable.  Notwithstanding anything in this Section 1.9 to the contrary, (i) if any Affected  Person fails to give demand for amounts or losses incurred in connection with this Section 1.9  within one hundred eighty (180) days after it becomes subject to funding losses, such Affected  Person shall, with respect to amounts payable pursuant to this Section 1.9, only be entitled to  payment under this Section 1.9 for amounts or losses incurred from and after the date one  hundred eighty (180) days prior to the date that such Affected Person does give such demand and  (ii) the Seller shall not be required to pay to any Affected Person (x) any amount that has been  fully and finally paid in cash to such Affected Person pursuant to any other provision of this  Agreement or any other Transaction Document, or (y) any amount, if the payment of such  amount is expressly excluded by any provision of this Agreement or any other Transaction  Document.  Section 1.10 Taxes.  The Seller agrees that:  (a) Any and all payments by the Seller under this Agreement and any other  Transaction Document shall be made free and clear of and without deduction for any Taxes or  Other Taxes; provided, however that such payments shall not include overall income or franchise  taxes, in either case, imposed on the Person receiving such payment by the Seller hereunder by  the jurisdiction under whose laws such Person is organized, the jurisdiction of such Person’s  principal place of business or the jurisdiction in which such Person holds its undivided  percentage ownership interest with regard to the Purchased Interest, or any political subdivision  thereof (all such Taxes other than those referred to in the proviso above shall hereinafter be  referred to as “Indemnified Taxes”).  If the Seller shall be required by law to deduct any  Indemnified Taxes from or in respect of any sum payable hereunder to any Affected Person, then  (A) the sum payable shall be increased by the amount necessary to yield to such Person (after  payment of all Taxes) an amount equal to the sum it would have received had no such deductions  been made, (B) the Seller shall make such deductions, and (C) the Seller shall pay the amount  deducted to the relevant taxation authority or other authority in accordance with applicable law.   Further, if Seller is required by law to deduct any Taxes other than Indemnified Taxes from or in  respect of any sum payable hereunder to any Affected Person, then (A) Seller shall make such  deductions, (B) the Seller shall pay the amount deducted to the relevant taxation authority or  other authority in accordance with applicable law, and (C) the amounts so deducted and paid to  the relevant taxation authority shall be treated under this Agreement as made to such Affected  Person.  





 






- 16 -  122351039\V-4  (b) Whenever any Indemnified Taxes are payable by the Seller, within a reasonable  period of time thereafter, the Seller shall send to the Administrator for its own account or for the  account of the related Affected Person, a certified copy of an original official receipt showing  payment thereof or such other evidence of such payment as may be available to the Seller and  acceptable to the taxing authorities having jurisdiction over such Person.  If the Seller fails to pay  any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the  Administrator the required receipts or other required documentary evidence, the Seller shall  indemnify the Administrator and/or any other Affected Person, as applicable, for any incremental  Taxes, interest or penalties that may become payable by such party as a result of any such  failure.  (c) The Seller shall indemnify each Affected Person, within ten (10) Business Days  after written demand therefor, for the full amount of any Indemnified Taxes paid by such  Affected Party on or with respect to any payment by or on account of any obligation of the Seller  hereunder (including Indemnified Taxes imposed or asserted on or attributable to amounts  payable under this Section 1.10) and any penalties, interest and reasonable expenses arising  therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or  legally imposed or asserted by the relevant Governmental Authority; provided, however, that the  Seller shall not be required to indemnify any Affected Person pursuant to this Section 1.10 for  any amounts incurred more than six months prior to the date such Affected Person, as applicable,  notifies the Seller of its intention to claim compensation therefor.  None of Sections 1.7, 3.1, 3.2  or 6.4(a) shall apply to Taxes, which shall be governed exclusively by this Section 1.10.  (d) If an Affected Person determines, in its reasonable discretion, that it has received  a refund or credit of any Taxes or Other Taxes as to which it has been indemnified by the Seller,  it shall pay over such refund or credit to the Seller (but only to the extent of indemnity payments  made, or additional amounts paid, by the Seller under this Section 1.10 with respect to the Taxes  or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of such  Affected Person and without interest (other than any interest paid by the relevant Governmental  Authority with respect to such refund net of any applicable Taxes payable in respect of such  interest); provided, that the Seller agrees to repay each such Affected Person, within ten  (10) Business Days after the request of such Affected Person, the amount paid over to the Seller  (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in  the event such Affected Person is required to repay such refund to such Governmental Authority.   This Section 1.10 shall not be construed to require any Affected Person to make available its tax  returns (or any other information relating to its Taxes which it deems confidential) to the Seller  or any other Person.  (e) If an Affected Person requests indemnification or repayment under this Section  1.10, a certificate describing in reasonable detail such amounts and the basis for such Affected  Person’s demand for such amounts shall be submitted to the Seller and the applicable Purchaser  Agent by such Affected Person and shall be conclusive and binding for all purposes, absent  manifest error.  Section 1.11 Term SOFR Rate or Daily SOFR Rate Unascertainable; Increased Costs;  Illegality.    





 






- 17 -  122351039\V-4  (a) Unascertainable; Increased Costs. If, at any time:  (i) the Administrator shall have determined (which determination shall be  conclusive and binding absent manifest error) that the Term SOFR Rate or the Daily  SOFR Rate cannot be determined  pursuant to the definition thereof; or  (ii) any Purchaser Agent shall have determined that for any reason in  connection with any request for Term SOFR Rate Capital or Daily SOFR Rate Capital or  a conversion thereto or a continuation thereof that the Term SOFR Rate or the Daily  SOFR Rate for any requested Yield Period with respect to a proposed Term SOFR Rate  or the Daily SOFR Rate does not adequately and fairly reflect the cost to the related  Purchaser of funding, establishing or maintaining such Purchase during the applicable  Yield Period, as applicable, and such Purchaser Agent provided notice of such  determination to the Administrator,  then the Administrator shall have the rights specified in Section 1.11(c).  (b) Illegality. If at any time any Purchaser Agent shall have determined, or any  Governmental Authority shall have asserted, that the making, maintenance or funding of the  Term SOFR Rate Capital or the Daily SOFR Rate Capital, or the determination or changing of  interest rates based on the Term SOFR Rate or the Daily SOFR Rate has been made  impracticable or unlawful by compliance by the related Purchaser in good faith with any  applicable law or any interpretation or application thereof by any Governmental Authority or  with any request or directive of any such Governmental Authority (whether or not having the  force of applicable law), then the Administrator shall have the rights specified in Section 1.11(c).  (c) Administrator’s and Purchaser Agent’s Rights. In the case of any event specified  in Section 1.11(a)(i) above, the Administrator shall promptly so notify the Purchaser Agents and  the Seller thereof, and in the case of an event specified in Section 1.11(a)(ii) or 1.11(b) above,  such Purchaser Agent shall promptly so notify the Administrator and endorse a certificate to such  notice as to the specific circumstances of such notice, and the Administrator shall promptly send  copies of such notice and certificate to the other Purchaser Agents and the Seller.  Upon such  date as shall be specified in such notice (which shall not be earlier than the date such notice is  given), the obligation of (i) the Purchasers, in the case of such notice given by the Administrator,  or (ii) the related Purchaser, in the case of such notice given by its Purchaser Agent, to allow the  Seller to select, convert to or renew a Term SOFR Rate Capital or a Daily SOFR Rate Capital  shall be suspended (to the extent of the affected Term SOFR Rate Capital or Daily SOFR Rate  Capital or Yield Periods) until the Administrator shall have later notified the Seller, or such  Purchaser Agent shall have later notified the Administrator, of the Administrator’s or such  Purchaser Agent’s, as the case may be, determination that the circumstances giving rise to such  previous determination no longer exist.  If at any time the Administrator makes a determination  under Section 1.11(a) and the Seller has previously notified the Administrator of its selection of,  conversion to or renewal of Term SOFR Rate Capital or a Daily SOFR Rate Capital and the  Term SOFR Rate or the Daily SOFR Rate has not yet gone into effect, absent due notice from  the Seller of revocation, conversion or prepayment, such notification shall be deemed to provide  for selection of, conversion to or renewal of Purchases accruing a Discount at the Base Rate  otherwise available with respect to such Capital.  If any Purchaser Agent notifies the  





 






- 18 -  122351039\V-4  Administrator of a determination under Section 1.11(a)(ii) or 1.11(b), the Seller shall, subject to  the Seller’s obligation to pay any Breakage Fees, as to any Capital of the Purchaser to which the  Term SOFR Rate or the Daily SOFR Rate applies, on the date specified in such notice either  convert such Capital to the Base Rate Capital otherwise available with respect to such Capital or  reduce such Capital in accordance with Section 1.4(f).  Absent due notice from the Seller of  conversion or prepayment, such Capital shall automatically be converted to the Base Rate  Capital otherwise available with respect to such Capital upon such specified date.  Section 1.12 Benchmark Replacement Setting.  (a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in  any other Transaction Document, if a Benchmark Transition Event has occurred prior to the  Reference Time in respect of any setting of the then-current Benchmark, then (x) if a Benchmark  Replacement is determined in accordance with clause (1) of the definition of “Benchmark  Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will  replace such Benchmark for all purposes hereunder and under any Transaction Document in  respect of such Benchmark setting and subsequent Benchmark settings without any amendment  to, or further action or consent of any other party to, this Agreement or any other Transaction  Document and (y) if a Benchmark Replacement is determined in accordance with clause (2) of  the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such  Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any  Transaction Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City  time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is  provided to the Purchaser Agents without any amendment to, or further action or consent of any  other party to, this Agreement or any other Transaction Document so long as the Administrator  has not received, by such time, written notice of objection to such Benchmark Replacement from  the Majority Purchaser Agents.  (b) Benchmark Replacement Conforming Changes. In connection with the  implementation and administration of a Benchmark Replacement, the Administrator will have  the right to make Conforming Changes from time to time and, notwithstanding anything to the  contrary herein or in any other Transaction Document, any amendments implementing such  Conforming Changes will become effective without any further action or consent of any other  party to this Agreement or any other Transaction Document.  (c) Notices; Standards for Decisions and Determinations. The Administrator will  promptly notify the Seller and the Purchaser Agents of (i) any occurrence of a Benchmark  Transition Event and its related Benchmark Replacement Date, (ii) the implementation of any  Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, (iv) the removal or  reinstatement of any tenor of a Benchmark pursuant to paragraph (e) below and (v) the  commencement or conclusion of any Benchmark Unavailability Period. Any determination,  decision or election that may be made by the Administrator or, if applicable, any Purchaser  Agent (or group of Purchaser Agents) pursuant to this Section 1.12, including any determination  with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event,  circumstance or date and any decision to take or refrain from taking any action or any selection,  will be conclusive and binding absent manifest error and may be made in its or their sole  





 






- 19 -  122351039\V-4  discretion and without consent from any other party to this Agreement or any other Transaction  Document, except, in each case, as expressly required pursuant to this Section 1.12.  (d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary  herein or in any other Transaction Document, at any time (including in connection with the  implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate  and either (A) any tenor for such Benchmark is not displayed on a screen or other information  service that publishes such rate from time to time as selected by the Administrator in its  reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark  has provided a public statement or publication of information announcing that any tenor for such  Benchmark is or will no longer be compliant with, or the administrator of such Benchmark fails  to be aligned with, the International Organization of Securities Commissions (IOSCO) Principles  for Financial Benchmarks, then the Administrator may modify the definition of “Yield Period”  (or any similar or analogous definition) for any Benchmark settings at or after such time to  remove such non-compliant or non-aligned tenor and (ii) if a tenor that was removed pursuant to  subclause (i) above either (A) is subsequently displayed on a screen or information service for a  Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an  announcement that it is or will no longer be compliant with, or the administration of such  Benchmark fails to be aligned with, the International Organization of Securities Commissions  (IOSCO) Principles for Financial Benchmarks (including a Benchmark Replacement), then the  Administrator may modify the definition of “Yield Period” (or any similar or analogous  definition) for all Benchmark settings at or after such time to reinstate such previously removed  tenor.  (e) Benchmark Unavailability Period. Upon the Seller’s receipt of notice of the  commencement of a Benchmark Unavailability Period, the Seller may revoke any request for a  Purchase (or Capital thereof) accruing Discount based on the Term SOFR Rate or the Daily  SOFR Rate, conversion to or continuation of Purchases accruing Discount based on the Term  SOFR Rate or the Daily SOFR Rate to be made, converted or continued during any Benchmark  Unavailability Period and, failing that, the Seller will be deemed to have converted any such  request into a request for, or conversion to, a Purchase accruing Discount at the Base Rate.  During any Benchmark Unavailability Period or at any time that a tenor for the then-current  Benchmark is not an Available Tenor, the component of the Base Rate based upon the then- current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any  determination of the Base Rate.  Section 1.13 Letters of Credit.  On the terms and subject to the conditions hereof, the  LC Bank shall issue or cause the issuance of Letters of Credit denominated in either Dollars or  the Alternative Currency on behalf of Seller (and, if applicable, on behalf of, or for the account  of, any Originator in favor of such beneficiaries as such Originator may elect); provided, that the  LC Bank will not be required to issue or cause to be issued any Letters of Credit to the extent  that after giving effect thereto the issuance of such Letters of Credit would then cause (a) the  sum of (i) the Aggregate Capital plus (ii) the LC Participation Amount to exceed the Purchase  Limit, (b) the LC Participation Amount to exceed the aggregate of the Commitments of the LC  Bank and the LC Participants or (c) the Purchased Interest to exceed 100%.  All amounts drawn  upon Letters of Credit shall accrue Discount.  Letters of Credit that have not been drawn upon  shall not accrue Discount.  





 






- 20 -  122351039\V-4  Section 1.14 Issuance of Letters of Credit.  (a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written  notice submitted on or before 11:00 a.m., New York time, to issue a Letter of Credit by  delivering to the Administrator a Letter of Credit Application (the “Letter of Credit  Application”), substantially in the form of Annex F hereto and a Purchase Notice, in the form of  Annex B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank  and, such other certificates, documents and other papers and information as the Administrator  may reasonably request.  The Seller also has the right to give instructions and make agreements  with respect to any Letter of Credit Application and the disposition of documents, and to agree  with the Administrator upon any amendment, extension or renewal of any Letter of Credit.  (b) Each Letter of Credit shall, among other things, (i) provide for the payment of  sight drafts or other written demands for payment when presented for honor thereunder in  accordance with the terms thereof and when accompanied by the documents described therein  and (ii) have an expiry date not later than twelve (12) months after such Letter of Credit’s date of  issuance, extension or renewal, as the case may be, and in no event later than the date that is  twelve (12) months after the date in clause (a) of the definition of “Facility Termination Date.”  The terms of each Letter of Credit may include customary “evergreen” provisions providing that  such Letter of Credit’s expiry date shall automatically be extended for additional periods not to  exceed twelve (12) months unless, not less than thirty (30) days (or such longer period as may be  specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC  Bank delivers written notice to the beneficiary thereof declining such extension; provided,  however, that if (x) any such extension would cause the expiry date of such Letter of Credit to  occur after the date that is twelve (12) months after the Facility Termination Date or (y) the LC  Bank determines that any condition precedent (including, without limitation, those set forth in  Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder (as if such Letter of Credit  were then being first issued) are not satisfied (other than any such condition requiring the Seller  to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC  Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant,  shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and to  the extent permitted by) the terms of such Letter of Credit to prevent the extension of such expiry  date (including notifying the Seller and the beneficiary of such Letter of Credit in writing prior to  the Notice Date that such expiry date will not be so extended).  Each Letter of Credit shall be  subject either to the Uniform Customs and Practice for Documentary Credits (2007 Revision),  International Chamber of Commerce Publication No. 600, and any amendments or revisions  thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International  Chamber of Commerce Publication Number 590), and any amendments or revisions thereof  adhered to by the LC Bank, as determined by the LC Bank.  (c) The Administrator shall promptly notify the LC Bank and LC Participants, at such  Person’s respective address for notices hereunder, of the request by the Seller for a Letter of  Credit hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit  Application delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by  the close of business on the day received or if received on a day that is not a Business Day or on  any Business Day after 11:00 a.m. New York time on such day, on the next Business Day.  





 






- 21 -  122351039\V-4  Section 1.15 Requirements For Issuance of Letters of Credit.  The Seller shall authorize  and direct the LC Bank to name the Seller or any Originator as the “Applicant” or “Account  Party” of each Letter of Credit.  Section 1.16 Disbursements, Reimbursement.  (a) Immediately upon the issuance of each Letter of Credit, each LC Participant shall  be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank  a participation in such Letter of Credit and each drawing thereunder in an amount equal to such  LC Participant’s Pro Rata Share of the face amount of such Letter of Credit and the amount of  such drawing, respectively.  (b) In the event of any request for a drawing under a Letter of Credit by the  beneficiary or transferee thereof, the LC Bank will promptly notify the Administrator and the  Seller of such request.  Provided that it shall have received such notice, the Seller shall reimburse  (such obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement  Obligation”) the LC Bank prior to 2:00 p.m., New York time on each date that an amount is paid  by the LC Bank under any Letter of Credit (each such date, a “Drawing Date”) in an amount  equal to the Dollar Equivalent of the amount so paid by the LC Bank.  In the event the Seller  fails to reimburse the LC Bank for the full Dollar Equivalent of the amount of any drawing under  any Letter of Credit by 2:00 p.m., New York time, on the Drawing Date, the LC Bank will  promptly notify each LC Participant thereof, and the Seller shall be deemed to have requested  that a Funded Purchase be made by the Purchasers in the Purchaser Group for the LC Bank and  the LC Participants to be disbursed on the Drawing Date under such Letter of Credit in  accordance with Section 1.1(b).  Any notice given by the LC Bank pursuant to this Section  1.15(b) may be oral if immediately confirmed in writing; provided that the lack of any such  written confirmation shall not affect the conclusiveness or binding effect of the oral notice.  (c) Each LC Participant shall upon any notice pursuant to Section 1.15(b) above  make available to the LC Bank an amount in immediately available funds equal to its Pro Rata  Share of the Dollar Equivalent of the amount of the drawing.  If any LC Participant so notified  fails to make available to the LC Bank the amount of such LC Participant’s Pro Rata Share of the  Dollar Equivalent of such amount by no later than 2:00 p.m., New York time on the Drawing  Date, then interest shall accrue on such LC Participant’s obligation to make such payment, from  the Drawing Date to the date on which such LC Participant makes such payment (i) at a rate per  annum equal to the Overnight Bank Funding Rate during the first three (3) days following the  Drawing Date and (ii) at a rate per annum equal to the rate applicable to Capital on and after the  fourth day following the Drawing Date.  The LC Bank will promptly give notice of the  occurrence of the Drawing Date, but failure of the LC Bank to give any such notice on the  Drawing Date or in sufficient time to enable any LC Participant to effect such payment on such  date shall not relieve such LC Participant from its obligation under this Section 1.15(c); provided  that such LC Participant shall not be obligated to pay interest as provided in clauses (i) and (ii)  above until and commencing from the date of receipt of notice from the LC Bank or the  Administrator of a drawing.  Each LC Participant’s Commitment shall continue until the last to  occur of any of the following events:  (A) the LC Bank ceases to be obligated to issue or cause to  be issued Letters of Credit hereunder; (B) no Letter of Credit issued hereunder remains  





 






- 22 -  122351039\V-4  outstanding and uncancelled; or (C) all Persons (other than the Seller) have been fully  reimbursed for all payments made under or relating to Letters of Credit.  Section 1.17 Repayment of Participation Advances.  (a) Upon (and only upon) receipt by the LC Bank for its account of immediately  available funds from or for the account of the Seller in reimbursement of any payment made by  the LC Bank under a Letter of Credit with respect to which any LC Participant has made a  participation advance to the LC Bank, the LC Bank (or the Administrator on its behalf) will pay  to each LC Participant, ratably (based on the outstanding drawn amounts funded by each such  LC Participant in respect of such Letter of Credit), in the same funds as those received by the LC  Bank; it being understood, that the LC Bank shall retain a ratable amount of such funds that were  not the subject of any payment in respect of such Letter of Credit by any LC Participant.  (b) If the LC Bank is required at any time to return to the Seller, or to a trustee,  receiver, liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the  payments made by the Seller to the LC Bank pursuant to this Agreement in reimbursement of a  payment made under the Letter of Credit or interest or fee thereon, each LC Participant shall, on  demand of the LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any  amounts so returned by the LC Bank plus interest at the Overnight Bank Funding Rate, from the  date the payment was first made to such LC Participant through, but not including, the date the  payment is returned by such LC Participant.  (c) If any Letters of Credit are outstanding and undrawn on the Termination Date, the  LC Collateral Account shall be funded from Collections (or, in the Seller’s sole discretion, by  other funds available to the Seller) in an amount equal to the Dollar Equivalent of the aggregate  undrawn face amount of such Letters of Credit plus the Dollar Equivalent of all related fees to  accrue through the stated expiration dates thereof (such fees to accrue, as reasonably estimated  by the LC Bank, the “LC Fee Expectation”).  Section 1.18 Documentation.  The Seller agrees to be bound by (i) the terms of the  Letter of Credit Application, (ii) the LC Bank’s reasonable interpretations of any Letter of Credit  issued for the Seller and (iii) the LC Bank’s written regulations and customary practices relating  to letters of credit, though the LC Bank’s reasonable interpretation of such regulations and  practices may be different from the Seller’s own.  In the event of a conflict between the Letter of  Credit Application and this Agreement, this Agreement shall govern.  It is understood and agreed  that, except in the case of gross negligence or willful misconduct by the LC Bank, the LC Bank  shall not be liable for any error, negligence and/or mistakes, whether of omission or commission,  in following the Seller’s instructions or those contained in the Letters of Credit or any  modifications, amendments or supplements thereto.  Section 1.19 Determination to Honor Drawing Request.  In determining whether to  honor any request for drawing under any Letter of Credit by the beneficiary thereof, the LC Bank  shall be responsible only to determine that the documents and certificates required to be  delivered under such Letter of Credit have been delivered and that they comply on their face with  the requirements of such Letter of Credit and that any other drawing condition appearing on the  face of such Letter of Credit has been satisfied in the manner so set forth.  





 






- 23 -  122351039\V-4  Section 1.20 Nature of Participation and Reimbursement Obligations.  Each LC  Participant’s obligation in accordance with this Agreement to make participation advances as a  result of a drawing under a Letter of Credit, and the obligations of the Seller to reimburse the LC  Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and  shall be performed strictly in accordance with the terms of this Article I under all circumstances,  including the following circumstances:  (a) any set-off, counterclaim, recoupment, defense or other right which such LC  Participant may have against the LC Bank, the Administrator, the Purchasers, the Purchaser  Agents, the Seller or any other Person for any reason whatsoever;  (b) the failure of the Seller or any other Person to comply with the conditions set  forth in this Agreement for the making of Purchases, reinvestments, requests for Letters of Credit  or otherwise, it being acknowledged that such conditions are not required for the making of  participation advances hereunder;  (c) any lack of validity or enforceability of any Letter of Credit or any set-off,  counterclaim, recoupment, defense or other right which Seller or any Originator on behalf of  which a Letter of Credit has been issued may have against the LC Bank, the Administrator, any  Purchaser, or any other Person for any reason whatsoever;  (d) any claim of breach of warranty that might be made by the Seller, the LC Bank or  any LC Participant against the beneficiary of a Letter of Credit, or the existence of any claim,  set-off, defense or other right which the Seller, the LC Bank or any LC Participant may have at  any time against a beneficiary, any successor beneficiary or any transferee of any Letter of Credit  or the proceeds thereof (or any Persons for whom any such transferee may be acting), the LC  Bank, any LC Participant, the Purchasers or Purchaser Agents or any other Person, whether in  connection with this Agreement, the transactions contemplated herein or any unrelated  transaction (including any underlying transaction between the Seller or any Subsidiaries of the  Seller or any Affiliates of the Seller and the beneficiary for which any Letter of Credit was  procured);  (e) the lack of power or authority of any signer of, or lack of validity, sufficiency,  accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or other  document presented under any Letter of Credit, or any such draft, demand, instrument, certificate  or other document proving to be forged, fraudulent, invalid, defective or insufficient in any  respect or any statement therein being untrue or inaccurate in any respect, even if the  Administrator or the LC Bank has been notified thereof;  (f) payment by the LC Bank under any Letter of Credit against presentation of a  demand, draft or certificate or other document which does not comply with the terms of such  Letter of Credit other than as a result of the gross negligence or willful misconduct of the LC  Bank;  (g) the solvency of, or any acts or omissions by, any beneficiary of any Letter of  Credit, or any other Person having a role in any transaction or obligation relating to a Letter of  





 






- 24 -  122351039\V-4  Credit, or the existence, nature, quality, quantity, condition, value or other characteristic of any  property or services relating to a Letter of Credit;  (h) any failure by the LC Bank or any of the LC Bank’s Affiliates to issue any Letter  of Credit in the form requested by the Seller, unless the LC Bank has received written notice  from the Seller of such failure within three (3) Business Days after the LC Bank shall have  furnished the Seller a copy of such Letter of Credit and such error is material and no drawing has  been made thereon prior to receipt of such notice and, in any case, other than as a result of the  gross negligence or willful misconduct of the LC Bank;  (i) any Material Adverse Effect;  (j) any breach of this Agreement or any Transaction Document by any party thereto;  (k) the occurrence or continuance of an Insolvency Proceeding with respect to the  Seller, any Originator or any Affiliate thereof;  (l) the fact that a Termination Event or an Unmatured Termination Event shall have  occurred and be continuing;  (m) the fact that this Agreement or the obligations of the Seller or the Servicer  hereunder shall have been terminated; and  (n) any other circumstance or happening whatsoever, whether or not similar to any of  the foregoing.  Section 1.21 Indemnity.  In addition to other amounts payable hereunder, the Seller  hereby agrees to protect, indemnify, pay and save harmless the Administrator, the LC Bank, each  LC Participant and any of the LC Bank’s Affiliates that have issued a Letter of Credit from and  against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments,  losses, costs, charges and reasonable expenses (including Attorney Costs) which the  Administrator, the LC Bank, any LC Participant or any of their respective Affiliates may incur or  be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit, other  than as a result of (a) the gross negligence or willful misconduct of, or the breach of this  Agreement by, the party to be indemnified as determined by a final judgment of a court of  competent jurisdiction or (b) the wrongful dishonor by the LC Bank of a proper demand for  payment made under any Letter of Credit, except if such dishonor resulted from any act or  omission, whether rightful or wrongful, of any present or future de jure or de facto Governmental  Authority (all such acts or omissions herein called “Governmental Acts”). This Section 1.20  shall not apply with respect to Taxes other than any Taxes that represent losses, claims or  damages arising from any non-tax claim.  Section 1.22 Liability for Acts and Omissions.  As between the Seller, on the one hand,  and the Administrator, the LC Bank, the LC Participants, the Purchasers and the Purchaser  Agents, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of any  Letter of Credit by, the respective beneficiaries of such Letter of Credit.  In furtherance and not  in limitation of the respective foregoing, none of the Administrator, the LC Bank, the LC  Participants, the Purchasers or the Purchaser Agents shall be responsible for:  (i) the form,  





 






- 25 -  122351039\V-4  validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any  party in connection with the application for an issuance of any such Letter of Credit, even if it  should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or  forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to  transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds  thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) the  failure of the beneficiary of any such Letter of Credit, or any other party to which such Letter of  Credit may be transferred, to comply fully with any conditions required in order to draw upon  such Letter of Credit or any other claim of the Seller against any beneficiary of such Letter of  Credit, or any such transferee, or any dispute between or among the Seller and any beneficiary of  any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in  transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether  or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in  the transmission or otherwise of any document required in order to make a drawing under any  such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any  such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any  consequences arising from causes beyond the control of the Administrator, the LC Bank, the LC  Participants, the Purchasers and the Purchaser Agents, including any Governmental Acts, and  none of the above shall affect or impair, or prevent the vesting of, any of the LC Bank’s rights or  powers hereunder.  Nothing in the preceding sentence shall relieve the LC Bank from liability for  its gross negligence or willful misconduct, as determined by a final non-appealable judgment of  a court of competent jurisdiction, in connection with actions or omissions described in such  clauses (i) through (viii) of such sentence.  In no event shall the Administrator, the LC Bank, the  LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, be liable to  the Seller or any other Person for any indirect, consequential, incidental, punitive, exemplary or  special damages or expenses (including without limitation Attorney Costs), or for any damages  resulting from any change in the value of any property relating to a Letter of Credit.  Without limiting the generality of the foregoing, the Administrator, the LC Bank, the LC  Participants, the Purchasers and the Purchaser Agents and each of its Affiliates:  (i) may rely on  any written communication believed in good faith by such Person to have been authorized or  given by or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if  the documents presented appear on their face to comply with the terms and conditions of the  relevant Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of  Credit, whether such dishonor was pursuant to a court order, to settle or compromise any claim  of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to the same extent as  if such presentation had initially been honored, together with any interest paid by the LC Bank or  its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement  advising negotiation or payment, upon receipt of such statement (even if such statement indicates  that a draft or other document is being delivered separately), and shall not be liable for any  failure of any such draft or other document to arrive, or to conform in any way with the relevant  Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored  under the laws or practices of the place where such bank is located; and (vi) may settle or adjust  any claim or demand made on the Administrator, the LC Bank, the LC Participants, the  Purchasers or the Purchaser Agents or their respective Affiliates, in any way related to any order  issued at the applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a  carrier or any similar document (each an “Order”) and may honor any drawing in connection  





 






- 26 -  122351039\V-4  with any Letter of Credit that is the subject of such Order, notwithstanding that any drafts or  other documents presented in connection with such Letter of Credit fail to conform in any way  with such Letter of Credit.  In furtherance and extension and not in limitation of the specific provisions set forth  above, any action taken or omitted by the LC Bank under or in connection with any Letter of  Credit issued by it or any documents and certificates delivered thereunder, if taken or omitted in  good faith and without gross negligence or willful misconduct, as determined by a final non- appealable judgment of a court of competent jurisdiction, shall not put the LC Bank under any  resulting liability to the Seller, any LC Participant or any other Person.  Section 1.23 Extension of Termination Date.  Seller may request the extension of the  then current Facility Termination Date by providing written notice to the Administrator and each  Purchaser Agent; provided such request is made not more than one hundred eighty (180) days  prior to, and not less than sixty (60) days prior to, the then current Facility Termination Date.  In  the event that the Purchasers are all agreeable to such extension, the Administrator shall so notify  the Seller and the Servicer (it being understood that the Purchasers may accept or decline such a  request in their sole discretion and on such terms as they may elect) not less than thirty (30) days  following such request and the Seller, the Servicer, the Administrator, the Purchaser Agents and  the Purchasers shall enter into such documents as the Purchasers may reasonably deem necessary  or appropriate to reflect such extension, and all reasonable costs and expenses incurred by the  Purchasers, the Administrator and the Purchaser Agents in connection therewith (including  Attorney Costs) shall be paid by the Seller.  In the event any Purchaser declines the request for  such extension, such Purchaser (or the applicable Purchaser Agent on its behalf) shall so notify  the Administrator and the Administrator shall so notify the Seller of such determination;  provided, that the failure of the Administrator to notify the Seller of the determination to decline  such extension shall not affect the understanding and agreement that the applicable Purchasers  shall be deemed to have refused to grant the requested extension in the event the Administrator  fails to affirmatively notify the Seller of their agreement to accept the requested extension, and  either (a) the Purchase Limit shall be reduced by an amount equal to the Commitment of such  Purchaser, or (b) with the consent of the Administrator (such consent not to be unreasonably  withheld), the Seller may appoint a new Purchaser to assume such non-renewing Purchaser’s  Commitment Percentage of the Purchase Limit and the Commitment, and such new Purchaser  and the Seller shall enter into such documents as the other Purchasers may reasonably deem  necessary or appropriate to reflect the new Purchaser.  Section 1.24 Yield Options.  The Seller shall have the right to select from the following  Yield applicable to the Purchases:  (a) Term SOFR Option: A fluctuating rate per annum (computed on the basis of a  year of 360 days and actual days elapsed) equal to the Term SOFR Rate, such interest rate to  change automatically from time to time effective as of the effective date of each change in the  Term SOFR Rate; or  (b) Daily SOFR Option: A fluctuating rate per annum (computed on the basis of a  year of 360 days and actual days elapsed) equal to Daily SOFR Rate, such interest rate to change  





 






- 27 -  122351039\V-4  automatically from time to time effective as of the effective date of each change in the Daily  SOFR Rate.  Section 1.25 Selection of Yield.  If the Seller fails to select either the Term SOFR Rate  or the Daily SOFR Rate to apply to any Portion of Capital at the expiration of an existing Yield  Period applicable to such Portion of Capital, the Seller shall be deemed to have converted such  Capital to the Daily SOFR Rate Capital commencing upon the last day of the existing Yield  Period.   ARTICLE II  REPRESENTATIONS AND WARRANTIES; COVENANTS;  TERMINATION EVENTS  Section 2.1 Representations and Warranties; Covenants.  Each of the Seller and the  Servicer hereby makes the representations and warranties, and hereby agrees to perform and  observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.  Section 2.2 Termination Events.  If any of the Termination Events set forth in  Exhibit V shall occur, the Administrator may (with the consent of the Majority Purchaser  Agents) or shall (at the direction of the Majority Purchaser Agents), by notice to the Seller,  declare the Facility Termination Date to have occurred (in which case the Facility Termination  Date shall be deemed to have occurred); provided, that upon the occurrence of any event  (without any requirement for the passage of time or the giving of notice) described in  paragraph (e) of Exhibit V, the Facility Termination Date shall automatically occur.  Upon any  such declaration, occurrence or deemed occurrence of the Facility Termination Date, the  Administrator, each Purchaser Agent and each Purchaser shall have, in addition to the rights and  remedies that they may have under this Agreement, all other rights and remedies provided after  default under the UCC and under other applicable law, which rights and remedies shall be  cumulative.  ARTICLE III  INDEMNIFICATION  Section 3.1 Indemnities by the Seller.  Without limiting any other rights any such  Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds  harmless, on an after-tax basis, the Administrator, each Purchaser Agent, each Liquidity  Provider, each Program Support Provider and each Purchaser and their respective officers,  directors, agents and employees (each an “Indemnified Party”) from and against any and all  damages, losses, claims, liabilities, penalties, Taxes, reasonable costs and expenses (including  Attorney Costs) (all of the foregoing collectively, the “Indemnified Amounts”) at any time  imposed on or incurred by any Indemnified Party arising out of or in connection with any  Transaction Document, the transactions contemplated thereby or the acquisition of any portion of  the Purchased Interest, or any action taken or omitted by any of the Indemnified Parties  (including any action taken by the Administrator as attorney-in-fact for the Seller or any  Originator hereunder or under any other Transaction Document), whether arising by reason of  





 






- 28 -  122351039\V-4  the acts to be performed by the Seller hereunder or otherwise, excluding only Indemnified  Amounts to the extent (a) a final judgment of a court of competent jurisdiction holds that such  Indemnified Amounts resulted from a breach of law, breach of this Agreement, bad faith,  negligence or willful misconduct of the Indemnified Party seeking indemnification, (b) due to the  credit risk of the Obligor and for which reimbursement would constitute recourse to any  Originator, the Seller or the Servicer for uncollectible Receivables or (c) such Indemnified  Amounts include Taxes imposed or based on, or measured by, the gross or net income or receipts  of such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is  organized (or any political subdivision thereof); provided, that this Section 3.1 shall not apply  with respect to Taxes other than any Taxes that represent losses, claims or damages arising from  any non-Tax claim; provided further, that nothing contained in this sentence shall limit the  liability of the Seller or the Servicer or limit the recourse of any Indemnified Party to the Seller  or the Servicer for any amounts otherwise specifically provided to be paid by the Seller or the  Servicer hereunder.  Without limiting the foregoing indemnification, but subject to the  limitations set forth in clauses (a), (b) and (c) of the previous sentence, the Seller shall indemnify  each Indemnified Party for amounts (including losses in respect of uncollectible Receivables,  regardless, for purposes of these specific matters, whether reimbursement therefor would  constitute recourse to the Seller or the Servicer) relating to or resulting from:  (a) the failure of any Receivable included in the calculation of the Net Receivables  Pool Balance as an Eligible Receivable to be an Eligible Receivable, the failure of any  information contained in any Information Package to be true and correct, or the failure of any  other information provided to any Purchaser or the Administrator with respect to the Receivables  or this Agreement to be true and correct;  (b) the failure of any representation, warranty or statement made or deemed made by  the Seller (or any employee, officer or agent of the Seller) under or in connection with this  Agreement, any other Transaction Document, or any Information Package or any other  information or report delivered by or on behalf of the Seller pursuant hereto to have been true  and correct as of the date made or deemed made in all respects;  (c) the failure by the Seller to comply with any applicable law, rule or regulation with  respect to any Receivable or the related Contract, or the nonconformity of any Receivable or  related Contract with any such applicable law, rule or regulation;  (d) the failure of the Seller to vest and maintain vested in the Administrator, for the  benefit of the Purchasers, a first priority perfected ownership or security interest in the Purchased  Interest and the property conveyed hereunder, free and clear of any Adverse Claim (other than  Permitted Liens) ;  (e) any commingling of funds to which the Administrator, any Purchaser Agent or  any Purchaser is entitled hereunder with any other funds;  (f) the failure to have filed, or any delay in filing, financing statements or other  similar instruments or documents under the UCC of any applicable jurisdiction or other  applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool  and the other Pool Assets, whether at the time of any Purchase or at any subsequent time;  





 






- 29 -  122351039\V-4  (g) any failure of a Collection Account Bank to comply with the terms of the  applicable Account Control Agreement;  (h) any dispute, claim, offset or defense (other than discharge in bankruptcy of the  Obligor) of the Obligor to the payment of any Receivable (including a defense based on such  Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor  enforceable against it in accordance with its terms), or any other claim resulting from the sale or  lease of goods or the rendering of services related to such Receivable or the furnishing or failure  to furnish any such goods or services or relating to collection activities (if such collection  activities were performed by the Seller or any of its Affiliates acting as the Servicer or by any  agent or independent contractor retained by the Seller or any of its Affiliates) with respect to  such Receivable;  (i) any failure of the Seller to perform its duties or obligations in accordance with the  provisions of this Agreement, any Contract or any other Transaction Document to which it is a  party;  (j) any action taken by the Administrator as attorney-in-fact for the Seller or any  Originator pursuant to this Agreement or any other Transaction Document;  (k) any reduction in Capital as a result of the distribution of Collections pursuant to  Section 1.4(d), if all or a portion of such distributions shall thereafter be rescinded or otherwise  must be returned for any reason;  (l) the use of proceeds of Purchase or reinvestment or the issuance of any Letter of  Credit on behalf of Seller (and, if applicable, on behalf of, or for the account of, any Originator);  or  (m) any environmental liability claim, products liability claim or personal injury or  property damage suit or other similar or related claim or action of whatever sort, arising out of or  in connection with any Receivable or any other suit, claim or action of whatever sort relating to  any of the Transaction Documents.  Section 3.2 Indemnities by the Servicer.  Without limiting any other rights that any  Indemnified Party may have hereunder or under applicable law, rules or regulations, the Servicer  hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified  Amounts arising out of or resulting from (whether directly or indirectly):  (a) the failure of any  information contained in any Information Package to be true and correct, or the failure of any  other information provided to such Indemnified Party by, or on behalf of, the Servicer to be true  and correct, (b) the failure of any representation, warranty or statement made or deemed made by  the Servicer (or any of its officers) under or in connection with this Agreement or any other  Transaction Document to which it is a party to have been true and correct as of the date made or  deemed made in all respects when made, (c) the failure by the Servicer to comply with any  applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (d)  any dispute, claim, offset or defense of the Obligor (other than as a result of discharge in  bankruptcy with respect to such Obligor) to the payment of any Receivable in, or purporting to  be in, the Receivables Pool resulting from or related to the collection activities with respect to  





 






- 30 -  122351039\V-4  such Receivable or (e) any failure of the Servicer to perform its duties or obligations in  accordance with the provisions hereof or any other Transaction Document to which it is a party.  ARTICLE IV  ADMINISTRATION AND COLLECTIONS  Section 4.1 Appointment of the Servicer.  (a) The servicing, administering and collection of the Pool Receivables shall be  conducted by the Person so designated from time to time as the Servicer in accordance with this  Section 4.1.  Until the Administrator gives notice to VWR (in accordance with this Section 4.1)  of the designation of a new Servicer, VWR is hereby designated as, and hereby agrees to perform  the duties and obligations of, the Servicer pursuant to the terms hereof.  Upon the occurrence of a  Termination Event, the Administrator may (with the consent of the Majority Purchaser Agents)  or shall (at the direction of the Majority Purchaser Agents) terminate VWR as Servicer and  designate as Servicer any Person (including itself) to succeed VWR or any successor Servicer,  on the condition in each case that any such Person so designated shall agree to perform the duties  and obligations of the Servicer pursuant to the terms hereof.  (b) Upon the designation of a successor Servicer as set forth in Section 4.1(a), VWR  agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrator  reasonably determines will facilitate the transition of the performance of such activities to the  new Servicer, and VWR shall reasonably cooperate with and assist such new Servicer.  Such  cooperation shall include access to and transfer of related records (including all Contracts) and  use by the new Servicer of all licenses (or the obtaining of new licenses), hardware or software  (or the obtaining of new hardware or software) reasonably necessary or desirable to collect the  Pool Receivables and the Related Security.  (c) VWR acknowledges that, in making its decision to execute and deliver this  Agreement, the Administrator and each member in each Purchaser Group have relied on VWR’s  agreement to act as Servicer hereunder.  Accordingly, VWR agrees that it will not voluntarily  resign as Servicer except upon the determination that the performance of its duties under this  Agreement and the other Transaction Documents is no longer permissible under applicable law.  (d) The Servicer may delegate its duties and obligations hereunder to any subservicer  (each a “Sub-Servicer”); provided, that, in each such delegation:  (i) such Sub-Servicer shall  agree in writing to perform the delegated duties and obligations of the Servicer pursuant to the  terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and  obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have  the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any  Sub-Servicer shall provide that the Administrator may terminate such agreement upon the  termination of the Servicer hereunder by giving notice of its desire to terminate such agreement  to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer) and  (v) if such Sub-Servicer is not an Affiliate of VWR, the Administrator shall have consented in  writing in advance to such delegation (such consent not to be unreasonably withheld or delayed).   For the avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection  





 






- 31 -  122351039\V-4  agency collecting Defaulted Receivables or other third party servicer provider assisting in the  servicing of the Defaulted Receivables.  Section 4.2 Duties of the Servicer.  (a) The Servicer shall take or cause to be taken all such action as may be reasonably  necessary or advisable to administer and collect each Pool Receivable from time to time, all in  accordance with this Agreement and all applicable laws, rules and regulations, with reasonable  care and diligence, and in accordance with the Credit and Collection Policy.  The Servicer shall  set aside and hold in trust (or cause the Seller to set aside and hold) for the accounts of the Seller  and each Purchaser Group the amount of Collections to which each such Purchaser Group is  entitled in accordance with Article I hereof.  The Servicer may, in accordance with the applicable  Credit and Collection Policy, extend the maturity of any Pool Receivable and extend the maturity  or adjust the Outstanding Balance of any Defaulted Receivable, as the Servicer may reasonably  determine to be appropriate to maximize Collections thereof or reflect adjustments expressly  permitted under the Credit and Collection Policy or as expressly required under applicable laws,  rules or regulations or the applicable Contract; provided, that for purposes of this Agreement:  (i)  such extension shall not, and shall not be deemed to, change the number of days such Pool  Receivable has remained unpaid from the date of the original due date related to such Pool  Receivable, (ii) such extension or adjustment shall not alter the status of such Pool Receivable as  a Delinquent Receivable or a Defaulted Receivable or limit the rights of any Purchaser, any  Purchaser Agent or the Administrator under this Agreement or any other Transaction Document  and (iii) if a Termination Event has occurred and is continuing and VWR or an Affiliate thereof  is serving as the Servicer, VWR or such Affiliate may take such action only upon the prior  approval of the Administrator.  The Seller shall deliver to the Servicer (or the applicable Sub- Servicer) and the Servicer or such Sub-Servicer, as applicable, shall hold for the benefit of the  Seller and the Administrator (individually and for the benefit of each Purchaser Group, in  accordance with their respective interests), all records and documents (including computer tapes  or disks) with respect to each Pool Receivable.  Notwithstanding anything to the contrary  contained herein, if a Termination Event has occurred and is continuing, the Administrator may  direct the Servicer (whether the Servicer is VWR or any other Person) to commence or settle any  legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any  Related Security.  (b) The Servicer shall, as soon as practicable following actual receipt of collected  funds, turn over to the Seller the collections of any indebtedness owed to the Seller that is not a  Pool Receivable, less, if VWR or an Affiliate thereof is not the Servicer, all reasonable and  appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and  administering such collections.  The Servicer, if other than VWR or an Affiliate thereof, shall, as  soon as practicable upon demand, deliver to the Seller all records in its possession that evidence  or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession  that evidence or relate to any indebtedness that is a Pool Receivable.  (c) The Servicer’s obligations hereunder shall terminate on the latest of:  (i) the  Facility Termination Date, (ii) the date on which no Capital or Discount in respect of the  Purchased Interest shall be outstanding, (iii) the date on which an amount equal to (A) the  amount necessary to reduce the Adjusted LC Participation Amount to zero ($0 and/or €0, as  





 






- 32 -  122351039\V-4  applicable) and (B) an amount equal to the LC Fee Expectation has been deposited in the LC  Collateral Account or all Letters of Credit have expired, and (iv) the date on which all amounts  required to be paid to each Purchaser Agent, each Purchaser, the Administrator and any other  Indemnified Party or Affected Person hereunder shall have been paid in full.  After such termination, if VWR or an Affiliate thereof was not the Servicer on the date of  such termination, the Servicer shall promptly deliver to the Seller all books, records and related  materials that the Seller previously provided to the Servicer, or that have been obtained by the  Servicer, in connection with this Agreement.  Section 4.3 Collection Account Arrangements.    (a) On or before the Closing Date, the Seller shall have entered into Account Control  Agreements with all of the Collection Account Banks and delivered executed counterparts of  each to the Administrator.  Upon the occurrence and during the continuation of a Termination  Event, the Administrator may (with the consent of the Majority Purchaser Agents) or shall (upon  the direction of the Majority Purchaser Agents) at any time thereafter give notice to each  Collection Account Bank that the Administrator is exercising its rights under the Account  Control Agreements to do any or all of the following:  (a) to have the exclusive ownership and  control of the Collection Accounts transferred to the Administrator (for the benefit of the  Purchasers) and to exercise exclusive dominion and control over the funds deposited therein,  (b) to have the proceeds that are sent to the respective Collection Accounts redirected pursuant to  the Administrator’s instructions rather than deposited in the applicable Collection Account, and  (c) to take any or all other actions permitted under the applicable Account Control Agreement.   The Seller hereby agrees that if the Administrator at any time takes any action set forth in the  preceding sentence, the Administrator may elect to have exclusive control (for the benefit of the  Purchasers) of the proceeds (including Collections) of all Pool Receivables and the Seller hereby  further agrees to take any other action that the Administrator or any Purchaser Agent may  reasonably request to transfer such control. Any proceeds of Pool Receivables received by the  Seller or the Servicer thereafter shall be sent immediately to, or as otherwise instructed by, the  Administrator. The parties hereto hereby acknowledge that if at any time the Administrator takes  control of any Collection Account, the Administrator shall not have any rights to the funds  therein in excess of the unpaid amounts due to the Administrator, any member of any Purchaser  Group, any Indemnified Party or Affected Person or any other Person hereunder, and the  Administrator shall distribute or cause to be distributed such funds in accordance with  Section 4.2(b) and Article I (in each case as if such funds were held by the Servicer thereunder).  (b) The Seller or the Servicer shall as soon as practicable (but in any event no later  than December 31, 2020) cause all payments thereafter made by any Obligors on any Pool  Receivables to, and all amounts then or thereafter on deposit in, a Collection Account (or related  lock-box or post office box) at MUFG Union Bank, N.A. (as further identified on Schedule II to  this Agreement) to be transferred to a Collection Account (or related lock-box or post office box)  at PNC Bank, National Association.  Section 4.4 Enforcement Rights.  





 






- 33 -  122351039\V-4  (a) At any time following the occurrence and during the continuation of a  Termination Event:  (i) the Administrator may instruct the Seller or the Servicer to give notice of  the Purchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall  direct that payments be made directly to the Administrator or its designee (on behalf of  such Purchaser Groups), and the Seller or the Servicer, as the case may be, shall give  such notice at the expense of the Seller or the Servicer, as the case may be; provided, that  if the Seller or the Servicer, as the case may be, fails to so notify each Obligor within two  (2) Business Days of the Administrator’s instruction, then the Administrator (at the  Seller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors,  (ii) the Administrator may request the Servicer to, and upon such request the  Servicer shall:  (A) assemble all of the records necessary or desirable to collect the Pool  Receivables and the Related Security, and transfer or license to a successor Servicer the  use of all software necessary or desirable to collect the Pool Receivables and the Related  Security, and make the same available to the Administrator or its designee (for the benefit  of the Purchasers) at a place selected by the Administrator, and (B) segregate all cash,  checks and other instruments received by it from time to time constituting Collections in  a manner reasonably acceptable to the Administrator and, promptly upon receipt, remit  all such cash, checks and instruments, duly endorsed or with duly executed instruments  of transfer, to the Administrator or its designee, and  (iii) the Administrator may collect any amounts due from any Originator under  the Sale Agreement.  (b) The Seller hereby authorizes the Administrator (on behalf of each Purchaser  Group), and irrevocably appoints the Administrator as its attorney-in-fact with full power of  substitution and with full authority in the place and stead of the Seller, which appointment is  coupled with an interest, to take any and all steps in the name of the Seller and on behalf of the  Seller necessary or desirable, in the reasonable determination of the Administrator, after the  occurrence and during the continuation of a Termination Event, to collect any and all amounts or  portions thereof due under any and all Pool Assets, including endorsing the name of the Seller on  checks and other instruments representing Collections and enforcing such Pool Assets.   Notwithstanding anything to the contrary contained in this Section 4.4(b), none of the powers  conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such  attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid,  nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.  Section 4.5 Responsibilities of the Seller.  (a) Anything herein to the contrary notwithstanding, the Seller shall:  (i) perform all  of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent  as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by  the Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder  shall not relieve the Seller from such obligations, and (ii) pay when due any Taxes, including any  sales taxes payable in connection with the Pool Receivables and their creation and satisfaction.   





 






- 34 -  122351039\V-4  None of the Administrator, the Purchaser Agents or any of the Purchasers shall have any  obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to  perform any of the obligations of the Seller, the Servicer, VWR or the Originators thereunder.  (b) VWR hereby irrevocably agrees that if at any time it shall cease to be the Servicer  hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of  the Servicer and, in such capacity, VWR shall conduct the data-processing functions of the  administration of the Receivables and the Collections thereon in substantially the same way that  VWR conducted such data-processing functions while it acted as the Servicer.  In connection  with any such data-processing functions, VWR shall be entitled to be reimbursed for its  reasonable costs and expenses of the Seller.  Section 4.6 Servicing Fee.  (a) Subject to clause (b), the Servicer shall be paid a fee (the “Servicing Fee”) equal  to 1.00% per annum (the “Servicing Fee Rate”) of the daily average aggregate Outstanding  Balance of the Pool Receivables.  (b) If the Servicer ceases to be VWR or an Affiliate thereof, the Servicing Fee shall  be the greater of:  (i) the amount calculated pursuant to clause (a), and (ii) an alternative amount  specified by the successor Servicer not to exceed 110% of the aggregate reasonable costs and  expenses incurred by such successor Servicer in connection with the performance of its  obligations as Servicer.  ARTICLE V  THE AGENTS  Section 5.1 Appointment and Authorization.  (a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints  PNC Bank, National Association, as the “Administrator” hereunder and authorizes the  Administrator to take such actions and to exercise such powers as are delegated to the  Administrator hereby and to exercise such other powers as are reasonably incidental thereto.   The Administrator shall hold, in its name, for the benefit of each Purchaser, ratably, the  Purchased Interest.  The Administrator shall not have any duties other than those expressly set  forth herein or any fiduciary relationship with any Purchaser or Purchaser Agent, and no implied  obligations or liabilities shall be read into this Agreement, or otherwise exist, against the  Administrator.  The Administrator does not assume, nor shall it be deemed to have assumed, any  obligation to, or relationship of trust or agency with, the Seller or Servicer.  Notwithstanding any  provision of this Agreement or any other Transaction Document to the contrary, in no event shall  the Administrator ever be required to take any action which exposes the Administrator to  personal liability or which is contrary to the provision of any Transaction Document or  applicable law.  (b) Each Purchaser hereby irrevocably designates and appoints the respective  institution identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the  signature pages hereto or in the Assumption Agreement or Transfer Supplement pursuant to  





 






- 35 -  122351039\V-4  which such Purchaser becomes a party hereto, and each authorizes such Purchaser Agent to take  such action on its behalf under the provisions of this Agreement and to exercise such powers and  perform such duties as are expressly delegated to such Purchaser Agent by the terms of this  Agreement, if any, together with such other powers as are reasonably incidental thereto.   Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent  shall have any duties or responsibilities, except those expressly set forth herein, or any fiduciary  relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied  covenants, functions, responsibilities, duties, obligations or liabilities on the part of such  Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser  Agent.  (c) Except as otherwise specifically provided in this Agreement, the provisions of this  Article V are solely for the benefit of the Purchaser Agents, the Administrator and the  Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party  beneficiary or otherwise under any of the provisions of this Article V, except that this Article V  shall not affect any obligations which any Purchaser Agent, the Administrator or any Purchaser  may have to the Seller or the Servicer under the other provisions of this Agreement.   Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under  any of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for  such Purchaser.  (d) In performing its functions and duties hereunder, the Administrator shall act  solely as the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be  deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or  the Servicer or any of their successors and assigns.  In performing its functions and duties  hereunder, each Purchaser Agent shall act solely as the agent of its respective Purchaser and does  not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency  with or for the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the  Administrator, or any of their respective successors and assigns.  Section 5.2 Delegation of Duties.  The Administrator may execute any of its duties  through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all  matters pertaining to such duties.  The Administrator shall not be responsible for the negligence  or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.  Section 5.3 Exculpatory Provisions.  None of the Purchaser Agents, the Administrator  or any of their respective directors, officers, agents or employees shall be liable for any action  taken or omitted (i) with the consent or at the direction of the Majority Purchaser Agents (or in  the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority  of the aggregate Commitments of such Purchaser Group) or (ii) in the absence of such Person’s  gross negligence or willful misconduct.  The Administrator shall not be responsible to any  Purchaser, Purchaser Agent or other Person for (i) any recitals, representations, warranties or  other statements made by the Seller, the Servicer, any Originator or any of their Affiliates, (ii)  the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction  Document, (iii) any failure of the Seller, the Servicer, any Originator or any of their Affiliates to  perform any obligation hereunder or under the other Transaction Documents to which it is a  party (or under any Contract), or (iv) the satisfaction of any condition specified in Exhibit II.   





 






- 36 -  122351039\V-4  The Administrator shall not have any obligation to any Purchaser or Purchaser Agent to ascertain  or inquire about the observance or performance of any agreement contained in any Transaction  Document or to inspect the properties, books or records of the Seller, the Servicer, any  Originator or any of their respective Affiliates.  Section 5.4 Reliance by Agents.  (a) Each Purchaser Agent and the Administrator shall in all cases be entitled to rely,  and shall be fully protected in relying, upon any document or other writing or conversation  believed by it to be genuine and correct and to have been signed, sent or made by the proper  Person and upon advice and statements of legal counsel (including counsel to the Seller),  independent accountants and other experts selected by the Administrator.  Each Purchaser Agent  and the Administrator shall in all cases be fully justified in failing or refusing to take any action  under any Transaction Document unless it shall first receive such advice or concurrence of the  Majority Purchaser Agents (or in the case of any Purchaser Agent, the Purchasers within its  Purchaser Group that have a majority of the aggregate Commitment of such Purchaser Group),  and assurance of its indemnification, as it deems appropriate.  (b) The Administrator shall in all cases be fully protected in acting, or in refraining  from acting, under this Agreement in accordance with a request of the Majority Purchaser  Agents or the Purchaser Agents, and such request and any action taken or failure to act pursuant  thereto shall be binding upon all Purchasers, the Administrator and Purchaser Agents.  (c) The Purchasers within each Purchaser Group with a majority of the Commitments  of such Purchaser Group shall be entitled to request or direct the related Purchaser Agent to take  action, or refrain from taking action, under this Agreement on behalf of such Purchasers.  Such  Purchaser Agent shall in all cases be fully protected in acting, or in refraining from acting, under  this Agreement in accordance with a request of such Majority Purchaser Agents, and such  request and any action taken or failure to act pursuant thereto shall be binding upon all of such  Purchaser Agent’s Purchasers.  (d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on  whose behalf such Purchaser Agent is purportedly acting, each party to this Agreement may  assume that (i) such Purchaser Agent is acting for the benefit of each of the Purchasers in respect  of which such Purchaser Agent is identified as being the “Purchaser Agent” in the definition of  “Purchaser Agent” hereto, as well as for the benefit of each assignee or other transferee from any  such Person, and (ii) each action taken by such Purchaser Agent has been duly authorized and  approved by all necessary action on the part of the Purchasers on whose behalf it is purportedly  acting.  Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to the  circumstances and procedures for removal, resignation and replacement of such Purchaser  Agent.  Section 5.5 Notice of Termination Events.  Neither any Purchaser Agent nor the  Administrator shall be deemed to have knowledge or notice of the occurrence of any  Termination Event or Unmatured Termination Event unless the Administrator and the Purchaser  Agents have received notice from any Purchaser, the Servicer or the Seller stating that a  Termination Event or an Unmatured Termination Event has occurred hereunder and describing  





 






- 37 -  122351039\V-4  such Termination Event or Unmatured Termination Event.  In the event that the Administrator  receives such a notice, it shall promptly give notice thereof to each Purchaser Agent whereupon  each such Purchaser Agent shall promptly give notice thereof to its related Purchasers.  In the  event that a Purchaser Agent receives such a notice (other than from the Administrator), it shall  promptly give notice thereof to the Administrator.  The Administrator shall take such action  concerning a Termination Event or an Unmatured Termination Event as may be directed by the  Majority Purchaser Agents (unless such action otherwise requires the consent of all Purchasers,  the LC Bank and/or the Required LC Participants), but until the Administrator receives such  directions, the Administrator may (but shall not be obligated to) take such action, or refrain from  taking such action, as the Administrator deems advisable and in the best interests of the  Purchasers and the Purchaser Agents.  Section 5.6 Non-Reliance on Administrator, Purchaser Agents and Other Purchasers.   Each Purchaser expressly acknowledges that none of the Administrator, the Purchaser Agents or  any of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has  made any representations or warranties to it and that no act by the Administrator, or any  Purchaser Agent hereafter taken, including any review of the affairs of the Seller, VWR, the  Servicer or any Originator, shall be deemed to constitute any representation or warranty by the  Administrator or such Purchaser Agent, as applicable.  Each Purchaser represents and warrants  to the Administrator and the Purchaser Agents that, independently and without reliance upon the  Administrator, Purchaser Agents or any other Purchaser and based on such documents and  information as it has deemed appropriate, it has made and will continue to make its own  appraisal of and investigation into the business, operations, property, prospects, financial and  other conditions and creditworthiness of the Seller, VWR, the Servicer or the Originators, and  the Receivables and its own decision to enter into this Agreement and to take, or omit, action  under any Transaction Document.  Except for items specifically required to be delivered  hereunder, the Administrator shall not have any duty or responsibility to provide any Purchaser  Agent with any information concerning the Seller, VWR, the Servicer or the Originators or any  of their Affiliates that comes into the possession of the Administrator or any of its officers,  directors, employees, agents, attorneys-in-fact or Affiliates.  Section 5.7 Administrator, Purchasers, Purchaser Agents and Affiliates.  Each of the  Administrator, the Purchasers and the Purchaser Agents and any of their respective Affiliates  may extend credit to, accept deposits from and generally engage in any kind of banking, trust,  debt, equity or other business with the Seller, VWR, the Servicer or any Originator or any of  their Affiliates.  With respect to the acquisition of the Eligible Receivables pursuant to this  Agreement, each of the Purchaser Agents and the Administrator shall have the same rights and  powers under this Agreement as any Purchaser and may exercise the same as though it were not  such an agent, and the terms “Purchaser” and “Purchasers” shall include, to the extent applicable,  each of the Purchaser Agents and the Administrator in their individual capacities.  Section 5.8 Indemnification.  Each LC Participant and Related Committed Purchaser  shall indemnify and hold harmless the Administrator (but solely in its capacity as Administrator)  and the LC Bank and their respective officers, directors, employees, representatives and agents  (to the extent not reimbursed by the Seller, the Servicer or any Originator and without limiting  the obligation of the Seller, the Servicer, or any Originator to do so), ratably (based on its  Commitment) from and against any and all liabilities, obligations, losses, damages, penalties,  





 






- 38 -  122351039\V-4  judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in  connection with any investigative or threatened proceeding, whether or not the Administrator,  the LC Bank or such Person shall be designated a party thereto) that may at any time be imposed  on, incurred by or asserted against the Administrator, the LC Bank or such Person as a result of,  or related to, any of the transactions contemplated by the Transaction Documents or the  execution, delivery or performance of the Transaction Documents or any other document  furnished in connection therewith (but excluding any such liabilities, obligations, losses,  damages, penalties, judgments, settlements, costs, expenses or disbursements resulting solely  from the gross negligence or willful misconduct of the Administrator, the LC Bank or such  Person as finally determined by a court of competent jurisdiction).  Without limiting the  generality of the foregoing, each LC Participant agrees to reimburse the Administrator and the  LC Bank, ratably according to its Pro Rata Shares, promptly upon demand, for any out of pocket  expenses (including Attorney Costs) incurred by the Administrator or the LC Bank in connection  with the administration, modification, amendment or enforcement (whether through negotiations,  legal proceedings or otherwise) of, or legal advice in respect of, its rights and responsibilities  under this Agreement.  Section 5.9 Successor Administrator.  The Administrator may, upon at least thirty (30)  days’ prior written notice to the Seller, each Purchaser and Purchaser Agent, resign as  Administrator.  Such resignation shall not become effective until (x) a successor Administrator is  appointed by the Majority Purchaser Agents and has accepted such appointment and (y) so long  as no Termination Event or Unmatured Termination Event has occurred and is continuing, the  Seller and the Servicer shall have consented to such successor Administrator (such consent not to  be unreasonably withheld or delayed).  Upon such acceptance of its appointment as  Administrator hereunder by a successor Administrator, such successor Administrator shall  succeed to and become vested with all the rights and duties of the retiring Administrator, and the  retiring Administrator shall be discharged from its duties and obligations under the Transaction  Documents.  After any retiring Administrator’s resignation hereunder, the provisions of  Sections 3.1 and 3.2 and this Article V shall inure to its benefit as to any actions taken or omitted  to be taken by it while it was the Administrator.  ARTICLE VI  MISCELLANEOUS  Section 6.1 Amendments, Etc.  No amendment or waiver of any provision of this  Agreement or any other Transaction Document, or consent to any departure by the Seller or the  Servicer therefrom, shall be effective unless in a writing signed by the Administrator, the LC  Bank and each of the Majority LC Participants and Majority Purchaser Agents, and, in the case  of any amendment, by the other parties thereto; and then such amendment, waiver or consent  shall be effective only in the specific instance and for the specific purpose for which given;  provided, that no such amendment or waiver shall, without the consent of each affected  Purchaser, (A) extend the date of any payment or deposit of Collections by the Seller or the  Servicer, (B) reduce the rate or extend the time of payment of Discount, (C) reduce any fees  payable to the Administrator, any Purchaser Agent or any Purchaser pursuant to the applicable  Purchaser Group Fee Letter, (D) change the amount of Capital of any Purchaser, any Purchaser’s  pro rata share of the Purchased Interest or any Related Committed Purchaser’s or LC  





 






- 39 -  122351039\V-4  Participant’s Commitment, (E) amend, modify or waive any provision of the definition of  “Majority Purchaser Agents” or this Section 6.1, (F) consent to or permit the assignment or  transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the  definition of “Eligible Receivable,” “Facility Termination Date” other than an extension of such  date in accordance with clause (H) or Section 1.22), “Loss Reserve,” “Loss Reserve Percentage,”  “Dilution Reserve,” “Dilution Reserve Percentage,” “EURO Currency Volatility Reserve” or  “Termination Event,” (provided that a waiver of any Termination Event shall not constitute a  “change” for purposes of this clause (G)) (H) extend the “Facility Termination Date” or (I)  amend or modify any defined term (or any defined term used directly or indirectly in such  defined term) used in clauses (A) through (I) above in a manner that would circumvent the  intention of the restrictions set forth in such clauses.  No failure on the part of the Purchasers, the  Purchaser Agents or the Administrator to exercise, and no delay in exercising any right  hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right  hereunder preclude any other or further exercise thereof or the exercise of any other right.  Section 6.2 Notices, Etc.  All notices and other communications provided for  hereunder shall, unless otherwise stated herein, be in writing (including facsimile and email  communications) and shall be personally delivered or sent by facsimile or email, or by overnight  mail, to the intended party at the mailing or email address or facsimile number of such party set  forth under its name on the signature pages hereof (or in any other document or agreement  pursuant to which it is or became a party hereto), or at such other address or facsimile number as  shall be designated by such party in a written notice to the other parties hereto.  All such notices  and communications shall be effective (i) if delivered by overnight mail, when received, and  (ii) if transmitted by facsimile or email, when sent, receipt confirmed by telephone or electronic  means.  Section 6.3 Successors and Assigns; Participations; Assignments.  (a) Successors and Assigns.  This Agreement shall be binding upon and inure to the  benefit of the parties hereto and their respective successors and assigns.  Except as otherwise  provided in Section 4.1(d), neither the Seller nor the Servicer may assign or transfer any of its  rights or delegate any of its duties hereunder or under any Transaction Document without the  prior consent of the Administrator, the LC Bank, the Required LC Participants and the Purchaser  Agents.  (b) Participations.   (i) Except as otherwise specifically provided herein, any Purchaser may sell  to one or more Persons (each a “Participant”) participating interests in the interests of  such Purchaser hereunder; provided, that no Purchaser shall grant any participation under  which the Participant shall have rights to approve any amendment to or waiver of this  Agreement or any other Transaction Document.  Such Purchaser shall remain solely  responsible for performing its obligations hereunder, and the Seller, the Servicer, each  Purchaser Agent and the Administrator shall continue to deal solely and directly with  such Purchaser in connection with such Purchaser’s rights and obligations hereunder.  A  Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to  any amendment hereto, except amendments that require the consent of all Purchasers.  





 






- 40 -  122351039\V-4  (ii) Notwithstanding anything contained in paragraph (a) or clause (i) of  paragraph (b) of this Section 6.3, each of the LC Bank and each LC Participant may sell  participations in all or any part of any Funded Purchase made by such LC Participant to  another bank or other entity so long as (x) no such grant of a participation shall, without  the consent of the Seller, require the Seller to file a registration statement with the SEC  and (y) no holder of any such participation shall be entitled to require such LC Participant  to take or omit to take any action hereunder except that such LC Participant may agree  with such participant that, without such Participant’s consent, such LC Participant will  not consent to an amendment, modification or waiver referred to in Section 6.1.  Any  such Participant shall not have any rights hereunder or under the Transaction Documents.  (c) Assignments by Certain Related Committed Purchasers.  Any Related Committed  Purchaser may assign to one or more Persons (each a “Purchasing Related Committed  Purchaser”), reasonably acceptable to the Administrator, the LC Bank and the related Purchaser  Agent in its sole discretion, any portion of its Commitment (which shall be inclusive of its  Commitment as an LC Participant) pursuant to a supplement hereto, substantially in the form of  Annex D with any changes as have been approved by the parties thereto (each, a “Transfer  Supplement”), executed by each such Purchasing Related Committed Purchaser, such selling  Related Committed Purchaser, such related Purchaser Agent and the Administrator and with the  consent of the Seller (provided, that the consent of the Seller shall not be unreasonably withheld  or delayed and that no such consent shall be required if a Termination Event has occurred and is  continuing; provided, further, that no consent of the Seller shall be required if the assignment is  made by any Related Committed Purchaser to the Administrator, to any other Related  Committed Purchaser, to any Affiliate of the Administrator or any Related Committed Purchaser,  to any Program Support Provider or any Person which (i) is in the business of issuing  commercial paper notes and (ii) is associated with or administered by the Administrator or any  Affiliate of the Administrator).  Any such assignment by a Related Committed Purchaser cannot  be for an amount less than $10,000,000.  Upon (i) the execution of the Transfer Supplement, (ii)  delivery of an executed copy thereof to the Seller, the Servicer, such related Purchaser Agent and  the Administrator and (iii) payment by the Purchasing Related Committed Purchaser to the  selling Related Committed Purchaser of the agreed purchase price, if any, such selling Related  Committed Purchaser shall be released from its obligations hereunder to the extent of such  assignment and such Purchasing Related Committed Purchaser shall for all purposes be a  Related Committed Purchaser party hereto and shall have all the rights and obligations of a  Related Committed Purchaser hereunder to the same extent as if it were an original party hereto.   The amount of the Commitment of the selling Related Committed Purchaser allocable to such  Purchasing Related Committed Purchaser shall be equal to the amount of the Commitment of the  selling Related Committed Purchaser transferred regardless of the purchase price, if any, paid  therefor.  The Transfer Supplement shall be an amendment hereof only to the extent necessary to  reflect the addition of such Purchasing Related Committed Purchaser as a “Related Committed  Purchaser” and a related “LC Participant” and any resulting adjustment of the selling Related  Committed Purchaser’s Commitment.  (d) Assignments to Liquidity Providers and other Program Support Providers.  Any  Conduit Purchaser may at any time grant to one or more of its Liquidity Providers or other  Program Support Providers, participating interests in its portion of the Purchased Interest.  In the  event of any such grant by such Conduit Purchaser of a participating interest to a Liquidity  





 






- 41 -  122351039\V-4  Provider or other Program Support Provider, such Conduit Purchaser shall remain responsible  for the performance of its obligations hereunder.  The Seller agrees that each Liquidity Provider  and Program Support Provider of any Conduit Purchaser hereunder shall be entitled to the  benefits of Section 1.7.  (e) Other Assignment by Conduit Purchasers.  Each party hereto agrees and consents  (i) to any Conduit Purchaser’s assignment, participation, grant of security interests in or other  transfers of any portion of, or any of its beneficial interest in, the Purchased Interest (or portion  thereof), including without limitation to any collateral agent in connection with its commercial  paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights  and obligations hereunder to any other Person, and upon such assignment such Conduit  Purchaser shall be released from all obligations and duties, if any, hereunder; provided, that such  Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers,  make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the  purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser Agent  the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or  other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit  Purchaser.  Any assigning Conduit Purchaser shall deliver to any assignee a Transfer Supplement  with any changes as have been approved by the parties thereto, duly executed by such Conduit  Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee.  Such  Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment  and (ii) take all further action that the assignee reasonably requests in order to evidence the  assignee’s right, title and interest in such interest in the Purchased Interest and to enable the  assignee to exercise or enforce any rights of such Conduit Purchaser hereunder.  Upon the  assignment of any portion of its interest in the Purchased Interest, the assignee shall have all of  the rights hereunder with respect to such interest (except that the Discount therefor shall  thereafter accrue at the rate, determined with respect to the assigning Conduit Purchaser unless  the Seller, the related Purchaser Agent and the assignee shall have agreed upon a different  Discount).  (f) Opinions of Counsel.  If required by the Administrator or the applicable Purchaser  Agent or to maintain the ratings of the Notes of any Conduit Purchaser, each Transfer  Supplement or other assignment and acceptance agreement must be accompanied by an opinion  of counsel of the assignee as to such matters as the Administrator or such Purchaser Agent may  reasonably request.  (g) Assignments to Federal Reserve Banks.  Notwithstanding any other provision of  this Section 6.3, any Purchaser may at any time assign, as collateral or otherwise, all or any  portion of its rights (including, without limitation, rights to payment of interest and repayment of  the Purchased Interest) under this Agreement to any Federal Reserve Bank, without notice to or  consent of the Seller, Administrator or any other Person; provided that no such assignment shall  release a Purchaser from any of its obligations hereunder, or substitute any such assignee for  such Purchaser as a party hereto.  In connection with such pledge, such Purchaser shall be  entitled to receive a physical note evidencing such Purchased Interest.  Section 6.4 Costs and Expenses.  





 






- 42 -  122351039\V-4  (a) By way of clarification, and not of limitation, of Sections 1.7, 1.20 or 3.1, the  Seller shall pay to the Administrator, each Purchaser Agent and/or any Purchaser within ten (10)  Business Days following demand all reasonable costs and expenses in connection with (i) the  preparation, execution, delivery and administration of this Agreement or the other Transaction  Documents and the other documents and agreements to be delivered hereunder and thereunder  (and all reasonable costs and expenses in connection with any amendment, waiver or  modification of any thereof), (ii) the sale of the Purchased Interest (or any portion thereof) (iii)  the perfection (and continuation) of the Administrator’s rights in the Receivables, Collections  and other Pool Assets, (iv) the enforcement by the Administrator, any Purchaser Agent or any  member of any Purchaser Group of the obligations of the Seller, the Servicer or the Originators  under the Transaction Documents or of any Obligor under a Receivable and (v) the maintenance  by the Administrator of the Collection Accounts (and any related lock-box or post office box),  including Attorney Costs for the Administrator, the Purchaser Agents and the Purchasers and  Rating Agency fees incurred by the Administrator relating to any of the foregoing or to advising  the Administrator or any member of any Purchaser Group (including, any related Liquidity  Provider or any other related Program Support Provider) about its rights and remedies under any  Transaction Document or any other document, agreement or instrument related thereto and all  reasonable costs and expenses (including Attorney Costs) of the Administrator, any Purchaser  Agent and any Purchaser in connection with the enforcement or administration of the  Transaction Documents or any other document, agreement or instrument related thereto.  The  Administrator and each member of each Purchaser Group agree, however, that unless a  Termination Event has occurred and is continuing, all of such entities will be represented by a  single law firm.  The Seller shall, subject to the provisos in clause (e) of each of Sections 1 and 2  of Exhibit IV, reimburse the Administrator, each Purchaser Agent and each Purchaser for the  cost of such Person’s auditors (which may be employees of such Person) auditing the books,  records and procedures of the Seller or the Servicer.  The Seller shall reimburse each Purchaser  on demand for all reasonable out of pocket costs and expenses incurred by such Purchaser in  connection with the Transaction Documents or the transactions contemplated thereby. This  Section 6.4 shall not apply with respect to Taxes other than any Taxes that represent losses,  claims or damages arising from any non-Tax claim.  (b) In addition, the Seller shall pay on demand any Other Taxes payable in  connection with the execution, delivery, filing and recording of this Agreement or the other  documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party  and Affected Person harmless from and against any liabilities with respect to or resulting from  any delay in paying or omission to pay such Other Taxes.  Section 6.5 No Proceedings; Limitation on Payments.  (a) Each of the Seller, the Parent, the Servicer, the Administrator, the Purchaser  Agents, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each  Person that enters into a commitment to purchase the Purchased Interest or interests therein,  hereby covenants and agrees that it will not institute against, or join any other Person in  instituting against, any Conduit Purchaser any bankruptcy, reorganization, arrangement,  insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy  or similar law, for one year and one day after the latest maturing Note issued by such Conduit  Purchaser is paid in full.  The provisions of this paragraph shall survive any termination of this  





 






- 43 -  122351039\V-4  Agreement.  Each party hereto, each assignee of the Purchased Interest or any interest therein,  and each Person that enters into a commitment to purchase the Purchased Interest or interests  therein, agrees that it will not institute against, or join any Person in instituting against, the Seller  any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or any other  proceeding under any federal or state bankruptcy or similar law, for one year and one day after  which all other indebtedness and other obligations of the Seller hereunder and under each other  Transaction Document shall have been paid in full; provided that the Administrator may take any  such action with the prior written consent of the Majority Purchaser Agents and the LC Bank.  (b) Notwithstanding any provisions contained in this Agreement to the contrary, no  Conduit Purchaser shall or shall be obligated to, pay any amount, if any, payable by it pursuant  to this Agreement or any other Transaction Document unless (i) such Conduit Purchaser has  received funds which may be used to make such payment and which funds are not required to  repay the Notes when due and (ii) after giving effect to such payment, either (x) such Conduit  Purchaser could issue Notes to refinance all outstanding Notes (assuming such outstanding Notes  matured at such time) in accordance with the program documents governing such Conduit  Purchaser’s securitization program or (y) all Notes are paid in full.  Any amount which such  Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not  constitute a claim (as defined in §101 of the Bankruptcy Code) against or company obligation of  such Conduit Purchaser for any such insufficiency unless and until such Conduit Purchaser  satisfies the provisions of clauses (i) and (ii) above; provided, however, that if any Conduit  Purchaser is unable to pay its full portion of the Purchase Price for any Purchased Interest, such  Conduit Purchaser’s Related Committed Purchasers shall make that portion of the applicable  Purchase.  The provisions of this paragraph shall survive any termination of this Agreement.  Section 6.6 GOVERNING LAW AND JURISDICTION.  (a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE  UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT  REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES  (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW  OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE PERFECTION  OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY  PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION  OTHER THAN THE STATE OF NEW YORK.  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS  AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR  OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY  EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES  HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE  NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.  EACH OF THE PARTIES  HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY  LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE  OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW  OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN  SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT  





 






- 44 -  122351039\V-4  RELATED HERETO.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL  JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND  MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR  IN ANY OTHER MANNER PROVIDED BY LAW.  EACH OF THE PARTIES HERETO  WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER  PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY  NEW YORK LAW.  Section 6.7 Confidentiality.  Unless otherwise required by applicable law, each of the  Seller and the Servicer agrees to maintain the confidentiality of this Agreement and the other  Transaction Documents (and all drafts thereof) in communications with third parties and  otherwise; provided, that this Agreement may be disclosed (a) to third parties to the extent such  disclosure is made pursuant to a written agreement of confidentiality in form and substance  reasonably satisfactory to the Administrator and each Purchaser Agent and (b) to the Seller’s and  Servicer’s legal counsel and auditors if they agree to hold it confidential.  Unless otherwise  required by applicable law, rules or regulations, the Administrator, the Purchaser Agents and the  Purchasers agree to maintain the confidentiality of non-public financial information regarding  the Seller, the Servicer and the Originators; provided, that such information may be disclosed  (i) to third parties to the extent such disclosure is made pursuant to a written agreement of  confidentiality in form and substance satisfactory to, and with the consent of the Servicer (in its  sole discretion), (ii) to legal counsel and auditors of the Purchasers, the Purchaser Agents or the  Administrator if they agree to hold it confidential, (iii) to the rating agencies rating the Notes of  any Conduit Purchaser, (iv) to any Program Support Provider or potential Program Support  Provider (if they agree to hold it confidential), (v) to any placement agency placing the Notes,  (vi) to the extent requested by any regulatory authorities having jurisdiction over the  Administrator, the Purchaser Agents, any Purchaser, any Program Support Provider or any  Liquidity Provider and (vii) to any Rating Agency or any non-hired nationally recognized  statistical rating organization that provides to a Conduit Purchaser or its agent the certification  required by subsection (e) of Rule 17g-5, and who agrees to keep such information confidential  as contemplated by Rule 17g-5, by posting such information to a password protected internet  website accessible to each such nationally recognized statistical rating organization in connection  with, and subject to the terms of Rule 17g-5.  Section 6.8 Execution in Counterparts.  This Agreement may be executed in any  number of counterparts, each of which, when so executed, shall be deemed to be an original, and  all of which, when taken together, shall constitute one and the same agreement.  Section 6.9 Survival of Termination.  The provisions of Sections 1.7, 1.9, 1.10, 1.19,  1.20, 3.1, 3.2, 6.4, 6.5, 6.6, 6.7, 6.10 and 6.15 shall survive any termination of this Agreement.  Section 6.10 WAIVER OF JURY TRIAL.  EACH OF THE PARTIES HERETO  WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE  OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT  OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING  OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES  AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO  CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  EACH OF THE PARTIES  





 






- 45 -  122351039\V-4  HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED  BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING,  EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT  TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY  ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN  PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT  OR ANY PROVISION HEREOF.  THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS  AGREEMENT.  Section 6.11 Sharing of Recoveries.  Each Purchaser agrees that if it receives any  recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable  hereunder in a greater proportion than should have been received hereunder or otherwise  inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for  cash an interest in amounts owing to the other Purchasers (as return of Capital or otherwise),  without representation or warranty except for the representation and warranty that such interest is  being sold by each such other Purchaser free and clear of any Adverse Claim (other than  Permitted Liens) created or granted by such other Purchaser, in the amount necessary to create  proportional participation by the Purchaser in such recovery.  If all or any portion of such  amount is thereafter recovered from the recipient, such purchase shall be rescinded and the  purchase price restored to the extent of such recovery, but without interest.  Section 6.12 Right of Setoff.  Each Purchaser is hereby authorized (in addition to any  other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest  or other notice which are hereby expressly waived) any deposits and any other indebtedness held  or owing by such Purchaser (including by any branches or agencies of such Purchaser) to, or for  the account of, the Seller against amounts owing by the Seller hereunder (even if contingent or  unmatured).  Section 6.13 Entire Agreement.  This Agreement and the other Transaction Documents  embody the entire agreement and understanding between the parties hereto, and supersede all  prior or contemporaneous agreements and understandings of such Persons, verbal or written,  relating to the subject matter hereof and thereof.  Section 6.14 Headings.  The captions and headings of this Agreement and any Exhibit,  Schedule or Annex hereto are for convenience of reference only and shall not affect the  interpretation hereof or thereof.  Section 6.15 Purchaser Groups’ Liabilities.  The obligations of each Purchaser Agent  and each Purchaser under the Transaction Documents are solely the corporate obligations of such  Person.  Except with respect to any claim arising out of the willful misconduct or gross  negligence of the Administrator, any Purchaser Agent or any Purchaser, no claim may be made  by the Seller or the Servicer or any other Person against the Administrator, any Purchaser Agent  or any Purchaser or their respective Affiliates, directors, officers, employees, attorneys or agents  for any special, indirect, consequential or punitive damages in respect of any claim for breach of  contract or any other theory of liability arising out of or related to the transactions contemplated  by this Agreement or any other Transaction Document, or any act, omission or event occurring  





 






- 46 -  122351039\V-4  in connection therewith; and each of Seller and Servicer hereby waives, releases, and agrees not  to sue upon any claim for any such damages, whether or not accrued and whether or not known  or suspected to exist in its favor.  Section 6.16 Tax Treatment.  Notwithstanding any other express or implied agreement  to the contrary, the parties hereto agree and acknowledge that each of them and each of their  employees, representatives, and other agents may disclose to any and all Persons, without  limitation of any kind, the tax treatment and tax structure of the transactions contemplated  hereby and all materials of any kind (including opinions or other tax analyses) that are provided  to any of them relating to such tax treatment and tax structure, except to the extent that  confidentiality is reasonably necessary to comply with U.S. federal or state securities laws.  For  purposes of this paragraph, the terms “tax treatment” and “tax structure” have the meanings  specified in Treasury Regulation section 1.6011-4(c).  Section 6.17 USA Patriot Act.  The Purchasers, each Liquidity Provider and each  Program Support Provider that is subject to the requirements of the USA Patriot Act (Title III of  Pub.  L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”) hereby notifies the Seller  that pursuant to the requirements of the Patriot Act, it is required to obtain, verify, and record  information that identifies the Seller, which information includes the name and address of the  Seller and other information that will allow such Purchaser, Liquidity Provider or Program  Support Provider to identify the Seller in accordance with the Patriot Act.  Section 6.18 Severability.  If any provision of this Agreement is held to be in conflict  with any applicable statute or rule of law or is otherwise held to be unenforceable for any reason  whatsoever, such circumstances shall not have the effect of rendering the provision in question  inoperative or unenforceable in any other case or circumstance, or of rendering any other  provision or provisions herein contained invalid, inoperative, or unenforceable to any extent  whatsoever.  Section 6.19 Currency.  Each reference in this Agreement to Dollars or to Alternative  Currency (the “relevant currency”) is of the essence.  To the fullest extent permitted by law, the  obligation of the Seller in respect of any amount due in the relevant currency under this  Agreement shall, notwithstanding any payment in any other currency (whether pursuant to a  judgment or otherwise), be discharged only to the extent of the amount in the relevant currency  that the Administrator or any Affected Person entitled to receive such payment may, in  accordance with normal banking procedures, purchase with the sum paid in such other currency  (after any premium and costs of exchange) on the Business Day immediately following the day  on which such party receives such payment.  If the amount in the relevant currency so purchased  for any reason falls short of the amount originally due in the relevant currency, the Seller shall  pay such additional amounts, in the relevant currency, as may be necessary to compensate for the  shortfall.  Any obligations of the Seller not discharged by such payment shall, to the fullest  extent permitted by applicable law, be due as a separate and independent obligation and, until  discharged as provided herein, shall continue in full force and effect.  Section 6.20 Currency Equivalence.  If for the purposes of obtaining judgment in any  court it is necessary to convert a sum due from the Seller on the Seller’s obligations under this  Agreement or any other Transaction Document to which it is a party in the currency expressed to  





 






- 47 -  122351039\V-4  be payable herein (the “specified currency”) into another currency, the parties agree that the rate  of exchange used shall be that at which in accordance with normal banking procedures the  Administrator could purchase the specified currency with such other currency on the Business  Day preceding that on which final judgment is given.  The obligation of the Seller in respect of  any such sum due to the Administrator or any Affected Person on the Seller’s obligations under  this Agreement or any other Transaction Document to which it is a party shall, notwithstanding  any judgment in a currency other than the specified currency, be discharged only to the extent  that on the Business Day following receipt by the Administrator or such Affected Person, as  applicable, of any sum adjudged to be so due in such other currency, the Administrator or such  Affected Person, as applicable, may in accordance with normal banking procedures purchase the  specified currency with such other currency.  If the amount of the specified currency so  purchased is less than the sum originally due to the Administrator or such Affected Person in the  specified currency, the Seller agrees to the extent such amount was originally due from the  Seller, as a separate obligation and notwithstanding any such judgment, to indemnify the  Administrator or such Affected Person, as the case may be, against such loss, and if the amount  of the specified currency so purchased exceeds the amount originally due to the Administrator or  such Affected Person in the specified currency, the Administrator or such Affected Person, as the  case may be, agrees to remit such excess to the Seller.  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  





 






Receivables Purchase Agreement (Avantor)  S-1  122351039\V-4  IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by  their respective officers thereunto duly authorized, as of the date first above written.  AVANTOR RECEIVABLES FUNDING, LLC,  as Seller  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  Address: Avantor Receivables Funding, LLC Radnor Corporate Center  Building One, Suite 200  P.O. Box 6660  100 Matsonford Road  Radnor, Pennsylvania 19087  Attention:  Melody Jones and Scott  Baker  Telephone:  610-386-1669  Email:   melody.jones@avantorsciences.com  and scott.baker@avantorsciences.com  





 






Receivables Purchase Agreement (Avantor)  S-2  122351039\V-4  VWR INTERNATIONAL, LLC, as Servicer  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  Address: VWR International, LLC  Radnor Corporate Center  Building One, Suite 200  P.O. Box 6660  100 Matsonford Road  Radnor, Pennsylvania 19087  Attention:  Melody Jones and Scott  Baker  Telephone:  610-386-1669  Email:   melody.jones@avantorsciences.com  and scott.baker@avantorsciences.com  





 






Receivables Purchase Agreement (Avantor)  S-3  122351039\V-4  THE PURCHASER GROUPS: PNC BANK, NATIONAL ASSOCIATION, as  Purchaser Agent for the PNC Purchaser Group  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  Address: PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  Attention: Brian Stanley  Telephone: (412) 768-2001  Facsimile: (412) 803-7142  Email:  brian.stanley@pnc.com  PNC Purchaser Group Commitment:   $400,000,000  





 






Receivables Purchase Agreement (Avantor)  S-4  122351039\V-4  PNC BANK, NATIONAL ASSOCIATION, as a  Related Committed Purchaser  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  Address: PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  Attention: Brian Stanley  Telephone: (412) 768-2001  Facsimile: (412) 803-7142  Email:  brian.stanley@pnc.com  PNC Purchaser Group Commitment:   $400,000,000  





 






Receivables Purchase Agreement (Avantor)  S-5  122351039\V-4  PNC BANK, NATIONAL ASSOCIATION, as  the LC Bank  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  Address: PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  Attention: Brian Stanley  Telephone: (412) 768-2001  Facsimile: (412) 803-7142  Email:  brian.stanley@pnc.com  PNC Purchaser Group Commitment:   $70,000,000  





 






Receivables Purchase Agreement (Avantor)  S-6  122351039\V-4  PNC BANK, NATIONAL ASSOCIATION, as  Administrator  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  Address: PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  Attention: Brian Stanley  Telephone: (412) 768-2001  Facsimile: (412) 803-7142  Email:  brian.stanley@pnc.com  





 






Exhibit I-1  122351039\V-4  EXHIBIT I  DEFINITIONS  1. Definitions.  As used in this Agreement (including its Exhibits, Schedules and  Annexes), the following terms shall have the following meanings (such meanings to be equally  applicable to both the singular and plural forms of the terms defined).  Unless otherwise  indicated, all Section, Annex, Exhibit and Schedule references in this Exhibit are to Sections of  and Annexes, Exhibits and Schedules to this Agreement.  “Account Control Agreement” means each agreement, in form and substance satisfactory  to the Administrator, among the Seller, the Servicer, the Administrator and a Collection Account  Bank, governing the terms of the related Collection Accounts, that, among other things, provides  the Administrator with control within the meaning of the UCC over the deposit accounts subject  to such agreement, as the same may be amended, restated, supplemented or otherwise modified  from time to time.   “Administration Account” means the account designated as the Administration Account  established and maintained by the Seller with PNC Bank, National Association having account  number 8616156712 and ABA number 031-000-053, or such other account as may be so  designated as such by the Seller with notice to the Administrator and each Purchaser Agent.  “Administrator” has the meaning set forth in the preamble to this Agreement.  “Adjusted LC Participation Amount” means, at any time, the LC Participation Amount  minus the Dollar Equivalent of the amount on deposit in the LC Collateral Account.  “Adverse Claim” means a lien, security interest or other charge or encumbrance, or any  other type of preferential arrangement; it being understood that any thereof in favor of the  Administrator (for the benefit of the Purchasers) or the Seller as contemplated in the Sale  Agreement shall not constitute an Adverse Claim.  “Affected Person” means the Administrator, any Purchaser, any Purchaser Agent, any  Liquidity Provider or any Program Support Provider or any of their respective Affiliates.  “Affiliate” means, as to any Person:  (a) any Person that, directly or indirectly, is in  control of, is controlled by or is under common control with such Person, or (b) who is a director  or officer:  (i) of such Person or (ii) of any Person described in clause (a), except that, in the case  of each Conduit Purchaser, Affiliate shall mean the holder of Equity Interest, as the case may be.   For purposes of this definition, control of a Person shall mean the power, direct or indirect:  (x)  to vote 25% or more of the securities having ordinary voting power for the election of directors  of such Person, or (y) to direct or cause the direction of the management and policies of such  Person, in either case whether by ownership of securities, contract, proxy or otherwise.  “Aggregate Capital” means the Dollar Equivalent of the amount paid to the Seller in  respect of the Purchased Interest or portion thereof by each Purchaser pursuant to this  Agreement, as reduced from time to time by Collections distributed and applied on account of  such Aggregate Capital pursuant to Section 1.4(d) of this Agreement or otherwise repaid  





 






Exhibit I-2  122351039\V-4  pursuant to this Agreement; provided, that if such Aggregate Capital shall have been reduced by  any distribution, and thereafter all or a portion of such distribution is rescinded or must otherwise  be returned for any reason, such Aggregate Capital shall be increased by the amount of such  rescinded or returned distribution as though it had not been made.  “Aggregate Discount” means at any time, the sum of the aggregate for each Purchaser of  the accrued and unpaid Discount with respect to each such Purchaser’s Capital at such time.  “Agreement” has the meaning set forth in the preamble hereto.  “Alternate Rate” for any Yield Period for any Portion of Capital, means an interest rate  per annum equal to (a) solely with respect to a Purchaser in a Purchaser Group for which there is  no Conduit Purchaser, (i) with respect to any Dollar Purchase, the Term SOFR Rate or the Daily  SOFR Rate for such Yield Period and (ii) with respect to any Alternative Currency Purchase, the  Euro Amendment No. 1 Rate for such Yield Period or (b) solely with respect to a Purchaser in a  Purchaser Group for which there is a Conduit Purchaser and such Portion of Capital is not  funded through the issuance of Notes, (i) with respect to any Dollar Purchase, the Seller’s choice  of: (A) 1.5% per annum above the Term SOFR Rate or the Daily SOFR Rate, as applicable, for  such Yield Period and (B) the Base Rate for such Yield Period and (ii) with respect to any  Alternative Currency Purchase, the Seller’s choice of:  (A) 1.5% per annum above the Euro  Amendment No. 1 Rate for such Yield Period and (B) the Base Rate for such Yield Period;  provided, that the “Alternate Rate” for any day while a Termination Event exists shall be an  interest rate equal to 2.0% per annum above the applicable “Alternate Rate” as calculated above.  “Alternative Currency” and “€” means EURO.  “Alternative Currency Purchase” means any Purchase denominated in the Alternative  Currency.  “Alternative Currency Sublimit” means €50,000,000.  “Amendment No. 1” means the Amendment No. 1 to Receivables Purchase Agreement  and Reaffirmation of Performance Guaranty, dated as of December 21, 2021, by and among, the  Seller, the Servicer, the Parent, the Administrator, the LC Bank, the Related Committed  Purchaser and the Purchaser Agent.   “Anti-Terrorism Laws” means economic or financial sanctions or trade embargoes  imposed, administered or enforced from time to time by the U.S. government, including those  administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or  the U.S. Department of State.  “Assumption Agreement” means an agreement substantially in the form set forth in  Annex C to this Agreement.  “Attorney Costs” means and includes all reasonable fees and disbursements of any law  firm or other external counsel.  





 






Exhibit I-3  122351039\V-4  “Available Liquidity” means, on any date of determination, the sum of (a) the Maximum  Incremental Purchase, (b) the amount of borrowing availability under the Credit Agreement and  (c) cash balances and liquid investments held by the Parent and its Affiliates.  “Available Tenor” means, as of any date of determination and with respect to the then- current Benchmark, as applicable, if such Benchmark (x) is the Term SOFR Rate or the Daily  SOFR Rate, one (1) month, and (y) is a term rate, any tenor for such Benchmark (or component  thereof) that is or may be used for determining the length of an Yield Period as of such date and  not including, for the avoidance of doubt, any tenor of such Benchmark that is then-removed  from the definition of “Yield Period” pursuant to Section 1.12.  “Avantor Party” means the Company, the Servicer, the Parent, each Originator, each  “Guarantor” as defined in the Credit Agreement, each “Restricted Subsidiary” as defined in the  Credit Agreement and each sub-servicer that is an Affiliate of VWR International, LLC.  “Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C.  § 101, et seq.), as amended from time to time.  “Base Rate” means, with respect to any Purchaser, for any day, a fluctuating interest rate  per annum as shall be in effect from time to time, which rate shall be at all times equal to:  (a) with respect to Dollar Purchases, the highest of:  (i) the rate of interest in effect for such day as publicly announced  from time to time by the applicable Purchaser Agent (or applicable Related  Committed Purchaser) as its “reference rate” or  “prime rate”, as applicable, for  determining interest rates on Dollar denominated loans.  Such “reference rate” or  “prime rate” is set by the applicable Purchaser Agent based upon various factors,  including the applicable Purchaser Agent’s costs and desired return, general  economic conditions and other factors, and is used as a reference point for pricing  some loans, which may be priced at, above or below such announced rate and is  not necessarily the lowest rate charged to any customer, and  (ii) 0.50% per annum above the latest Overnight Bank Funding Rate,  and  (iii) 1.00% per annum above the Term SOFR Rate or the Daily SOFR  Rate, as applicable, so long as the Term SOFR Rate or the Daily SOFR Rate, as  applicable, is offered, ascertainable and not unlawful; and  (b) with respect to Alternative Currency Purchases, the higher of:  (i) the rate of interest in effect for such day as publicly announced  from time to time by the applicable Purchaser Agent (or applicable Related  Committed Purchaser) as its “reference rate” or  “prime rate”, as applicable, for  determining interest rates on Alternative Currency denominated loans.  Such  “reference rate” or “prime rate” is set by the applicable Purchaser Agent based  upon various factors, including the applicable Purchaser Agent’s costs and desired  





 






Exhibit I-4  122351039\V-4  return, general economic conditions and other factors, and is used as a reference  point for pricing some loans, which may be priced at, above or below such  announced rate and is not necessarily the lowest rate charged to any customer, and  (ii) 1.00% per annum above the Daily Simple RFR as defined in the  Amendment No. 1,  provided, however, that if the Base Rate as determined above would be less than zero, then such  rate shall be deemed to be zero.   “Base Rate Capital”  means Capital that accrues Discount based on the Base Rate.  “Benchmark” means, initially, the Term SOFR Rate or the Daily SOFR Rate, as  applicable; provided, that if a Benchmark Transition Event has occurred with respect to the then- current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the  extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to  Section 1.12.  “Benchmark Replacement” means, with respect to any Benchmark Transition Event, the  first alternative set forth in the order below that can be determined by the Administrator for the  applicable Benchmark Replacement Date:   (1) the sum of: (a) Daily Simple SOFR and (b) the related Benchmark  Replacement Adjustment;  (2) the sum of: (a) the alternate benchmark rate that has been selected by the  Administrator and the Seller giving due consideration to (x) any selection or  recommendation of a replacement benchmark rate or the mechanism for determining  such a rate by the Relevant Governmental Body or (y) any evolving or then-prevailing  market convention for determining a benchmark rate as a replacement to the then-current  Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b)  the related Benchmark Replacement Adjustment;   provided, that if the Benchmark Replacement as determined pursuant to clause (2) above  would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the  purposes of this Agreement and the other Transaction Documents; and provided, further, that any  Benchmark Replacement shall be administratively feasible as determined by the Administrator in  its sole discretion.  “Benchmark Replacement Adjustment” means, with respect to any replacement of the  then-current Benchmark with an Unadjusted Benchmark Replacement , the spread adjustment, or  method for calculating or determining such spread adjustment, (which may be a positive or  negative value or zero) that has been selected by the Administrator and the Seller, giving due  consideration to (A) any selection or recommendation of a spread adjustment, or method for  calculating or determining such spread adjustment, for the replacement of such Benchmark with  the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (B)  any evolving or then-prevailing market convention for determining a spread adjustment, or  method for calculating or determining such spread adjustment, for the replacement of such  





 






Exhibit I-5  122351039\V-4  Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar- denominated syndicated credit facilities at such time.  “Benchmark Replacement Date” means a date and time determined by the Administrator,  which date shall be at the end of a Yield Period and no later than the earliest to occur of the  following events with respect to the then-current Benchmark:   (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition  Event,” the later of (A) the date of the public statement or publication of information  referenced therein and (B) the date on which the administrator of such Benchmark (or the  published component used in the calculation thereof) permanently or indefinitely ceases  to provide such Benchmark (or such component thereof) or, if such Benchmark is a term  rate or is based on a term rate, all Available Tenors of such Benchmark (or such  component thereof; or  (2) in the case of clause (3) of the definition of “Benchmark Transition Event,”  the date determined by the Administrator, which date shall promptly follow the date of  the public statement or publication of information referenced therein,  For the avoidance of doubt, if such Benchmark is a term rate or is based on a term rate,  the “Benchmark Replacement Date” will be deemed to have occurred in the case of  clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable  event or events set forth therein with respect to all then-current Available Tenors of such  Benchmark (or the published component used in the calculation thereof).  “Benchmark Transition Event” means the occurrence of one or more of the following  events with respect to any then-current Benchmark:   (1) a public statement or publication of information by or on behalf of the  administrator of such Benchmark (or the published component used in the calculation  thereof), announcing that such administrator has ceased or will cease to provide such  Benchmark (or such component thereof) or, if such Benchmark is a term rate or is based  on a term rate, all Available Tenors of such Benchmark, (or such component thereof),  permanently or indefinitely; provided, that, at the time of such statement or publication,  there is no successor administrator that will continue to provide any Available Tenor of  such Benchmark (or such component thereof);   (2) a public statement or publication of information by a Governmental Authority  having jurisdiction over the Administrator, the regulatory supervisor for the administrator  of such Benchmark (or the published component used in the calculation thereof), the  Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official  with jurisdiction over the administrator for such Benchmark (or such component), a  resolution authority with jurisdiction over the administrator for such Benchmark (or such  component) or a court or an entity with similar insolvency or resolution authority over the  administrator for such Benchmark (or such component), which states that the  administrator of such Benchmark (or such component) has ceased or will cease to  provide such Benchmark (or such component thereof) or, if such Benchmark is a term  





 






Exhibit I-6  122351039\V-4  rate or is based on a term rate, all Available Tenors of such Benchmark (or such  component thereof) permanently or indefinitely, provided that, at the time of such  statement or publication, there is no successor administrator that will continue to provide  such Benchmark (or such component thereof) or, if such Benchmark is a term rate or is  based on a term rate, any Available Tenor of such Benchmark (or such component  thereof; or  (3) a public statement or publication of information by the regulatory supervisor  for the administrator of such Benchmark (or the published component used in the  calculation thereof) or an Official Body having jurisdiction over the Administrator  announcing that such Benchmark (or such component thereof) or, if such Benchmark is a  term rate or is based on a term rate,  all Available Tenors of such Benchmark (or such  component thereof) are not, or as of a specified future date will not be, representative.  For the avoidance of doubt, if such Benchmark is a term rate or is based on a term rate, a  “Benchmark Transition Event” will be deemed to have occurred with respect to any  Benchmark if a public statement or publication of information set forth above has  occurred with respect to each then-current Available Tenor of such Benchmark (or the  published component used in the calculation thereof).  “Benchmark Unavailability Period” means the period (if any) (x) beginning at the time  that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement  has replaced the then-current Benchmark for all purposes hereunder and under any Transaction  Document in accordance with Section 1.12 and (y) ending at the time that a Benchmark  Replacement has replaced the then-current Benchmark for all purposes hereunder and under any  Transaction Document in accordance with Section 1.12.  “Beneficial Owner” shall mean, for each of the Seller and Parent, each of the following:   (a) each individual, if any, who directly or indirectly, owns 25% or more of Seller’s Equity  Interests or Parent’s Equity Interest, respectively; and (b) a single individual with significant  responsibility to control, manage, or direct the Seller or Parent, respectively.  “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.  “Business Day” means any day (other than a Saturday or Sunday) on which banks are not  authorized or required to close in Dallas, Texas, Atlanta, Georgia, Pittsburgh, Pennsylvania, or  New York, New York; provided that, when used in connection with an amount that bears interest  at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, the term  “Business Day” means any such day that is also a U.S. Government Securities Business Day.  “Calculation Period” means with respect to any Portion of Capital (a) initially the period  commencing on (and including) the date of the initial Purchase or funding of such Portion of  Capital and ending on (but not including) the next occurring Settlement Date, and (b) thereafter,  each period commencing on (and including) the first day after the last day included in the  immediately preceding Calculation Period for such Portion of Capital and ending on (but not  including) the next occurring Settlement Date.  





 






Exhibit I-7  122351039\V-4  “Capital” means with respect to any Purchaser, (a) the Dollar Equivalent of the amount  paid to the Seller by such Purchaser pursuant to Section 1.1(a) or (b) of this Agreement or (b)  such Purchaser’s Pro Rata Share of the aggregate Dollar Equivalent of the amount of all  unreimbursed draws deemed to be Funded Purchases pursuant to Section 1.2(e) of this  Agreement, as reduced from time to time by Collections distributed and applied on account of  such Capital pursuant to Section 1.4(d) of this Agreement or otherwise repaid pursuant to this  Agreement; provided, that if such Capital shall have been reduced by any distribution and  thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any  reason, such Capital shall be increased by the amount of such rescinded or returned distribution  as though it had not been made.  “Certificate of Beneficial Ownership” shall mean a certification regarding beneficial  ownership or control as required by the Beneficial Ownership Regulation.   “Change in Control” means (a) any Change of Control as defined in the Credit  Agreement or (b) that VWR ceases to own, directly or indirectly, (i) 100% of the membership  interests of the Seller free and clear of Adverse Claims (other than Permitted Liens and the  Adverse Claim resulting from the pledge of such membership interests pursuant to the Credit  Agreement) or (ii) 100% of the voting stock of any Originator (other than VWR).  “Change in Law” means the occurrence, after the Closing Date, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law,  rule, regulation or treaty or in the administration, interpretation, implementation or application  thereof by any Governmental Authority or (c) the making or issuance of any request, rule,  guideline or directive (whether or not having the force of law) by any Governmental Authority;  provided that notwithstanding anything herein to the contrary, (w) the final rule titled Risk-Based  Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital;  Impact of Modifications to Generally Accepted Accounting Principles; Consolidation of Asset- Backed Commercial Paper Programs; and Other Related Issues, adopted by the United States  bank regulatory agencies on December 15, 2009, (x) the Dodd-Frank Wall Street Reform and  Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in  connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank  for International Settlements, the Basel Committee on Banking Supervision (or any successor or  similar authority) or the United States or foreign regulatory authorities, in each case pursuant to  the agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global  Regulatory Framework for More Resilient Banks and Banking Systems” (as amended,  supplemented or otherwise modified or replaced from time to time), shall in each case be deemed  to be a “Change in Law”, regardless of the date enacted, adopted or issued.  “Closing Date” means March 27, 2020.  “Collection Account” means each account listed on Schedule II to this Agreement (as  amended from time to time) and maintained, in each case in the name of the Seller and  maintained by the Seller at a bank or other financial institution acting as a Collection Account  Bank pursuant to an Account Control Agreement for the purpose of receiving Collections.  





 






Exhibit I-8  122351039\V-4  “Collection Account Bank” means any of the banks or other financial institutions holding  one or more Collection Accounts.  “Collections” means, with respect to any Pool Receivable:  (a) all funds that are received  by any Originator, VWR, the Seller or the Servicer in payment of any amounts owed in respect  of such Receivable (including purchase price, finance charges, interest and all other charges), or  applied to amounts owed in respect of such Receivable (including insurance payments and net  proceeds of the sale or other disposition of repossessed goods or other collateral or property of  the related Obligor or any other Person directly or indirectly liable for the payment of such Pool  Receivable and available to be applied thereon), (b) all Deemed Collections and (c) all other  proceeds of such Pool Receivable.  “Commitment” means, with respect to any Related Committed Purchaser, LC Participant  or LC Bank, as applicable, the maximum aggregate amount which such Purchaser is obligated to  pay hereunder on account of all Funded Purchases and all drawings under all Letters of Credit,  on a combined basis as of any time, as set forth below its signature to this Agreement or in the  Assumption Agreement or Transfer Supplement pursuant to which it became a Purchaser, as  such amount may be modified in connection with any subsequent assignment pursuant to  Section 6.3(c) or in connection with a change in the Purchase Limit pursuant to Section 1.1(c).  “Commitment Percentage” means, for each Related Committed Purchaser in a Purchaser  Group, the Commitment of such Related Committed Purchaser, divided by the total of all  Commitments of all Related Committed Purchasers in such Purchaser Group.  “Company Notes” has the meaning set forth in Section 3.1 of the Sale Agreement.  “Concentration Percentage” means, at any time:  (a) for any Group A Obligor, 10.00%,  (b) for any Group B Obligor, 7.50%, (c) for any Group C Obligor, 4.00% and (d) for any Group  D Obligor, 2.50%;  “Concentration Reserve” means at any time, the product of (a) the sum of (i) the  Aggregate Capital plus (ii) the Adjusted LC Participation Amount, multiplied by (b) the  Concentration Reserve Percentage.  “Concentration Reserve Percentage” means, at any time, the ratio (expressed as a  percentage) (a) the largest of the following (i) the sum of the four (4) largest Group D Obligor  Receivables balances (up to the Concentration Percentage for each such Obligor), (ii) the sum of  the two (2) largest Group C Obligor Receivables balances (up to the Concentration Percentage  for each such Obligor), and (iii) the largest Group B Obligor Receivables balance (up to the  Concentration Percentage for such Obligor), divided by (b) the sum of the aggregate Outstanding  Balances of all Eligible Receivables in the Receivables Pool.  “Conduit Purchaser” means each commercial paper conduit that is a party to this  Agreement, as a purchaser, or that becomes a party to this Agreement, as a purchaser pursuant to  an Assumption Agreement, Transfer Supplement or otherwise.  “Conforming Changes” means, with respect to the Term SOFR Rate or the Daily SOFR  Rate or any Benchmark Replacement in relation thereto, any technical, administrative or  





 






Exhibit I-9  122351039\V-4  operational changes (including changes to the definition of “Base Rate,” the definition of  “Business Day,” the definition of “Yield Period,” the definition of “U.S. Government Securities  Business Day,” timing and frequency of determining rates and making payments of interest,  timing of borrowing requests or prepayment, conversion or continuation notices, the applicability  and length of lookback periods, the applicability of breakage provisions, and other technical,  administrative or operational matters) that the Administrator decides may be appropriate to  reflect the adoption and implementation of the Term SOFR Rate or the Daily SOFR Rate or such  Benchmark Replacement and to permit the administration thereof by the Administrator in a  manner substantially consistent with market practice (or, if the Administrator decides that  adoption of any portion of such market practice is not administratively feasible or if the  Administrator determines that no market practice for the administration of the Term SOFR Rate  or the Daily SOFR Rate or the Benchmark Replacement exists, in such other manner of  administration as the Administrator decides is reasonably necessary in connection with the  administration of this Agreement and the other Transaction Documents).  “Contract” means, with respect to any Receivable, any and all contracts, instruments,  agreements, leases, invoices, notes or other writings (including electronic or other forms of  writings consistent with standard industry billing practices) pursuant to which such Receivable  arises or that evidence such Receivable or under which an Obligor becomes or is obligated to  make payment in respect of such Receivable.  “Covered Entity” means (a) the Seller, the Servicer, VWR and each Originator and (b)  each Person that, directly or indirectly, is in control of a Person described in clause (a) above.   For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership  of, or power to vote, 50% or more in the aggregate of the issued and outstanding Equity Interests  having ordinary voting power for the election of directors of such Person or other Persons  performing similar functions for such Person, or (y) power to direct or cause the direction of the  management and policies of such Person whether by ownership of Equity Interests, contract or  otherwise.  “CP Rate” means, for any Conduit Purchaser and for any Yield Period for any Portion of  Capital (a) the per annum rate equivalent to the weighted average cost (as determined by the  applicable Purchaser Agent and which shall include commissions of placement agents and  dealers, incremental carrying costs incurred with respect to Notes of such Person maturing on  dates other than those on which corresponding funds are received by such Conduit Purchaser,  other borrowings by such Conduit Purchaser (other than under any Program Support Agreement)  and any other costs associated with the issuance of Notes) of or related to the issuance of Notes  that are allocated, in whole or in part, by the applicable Purchaser Agent to fund or maintain such  Portion of Capital (and which may be also allocated in part to the funding of other assets of such  Conduit Purchaser); provided, that if any component of such rate is a discount rate, in calculating  the “CP Rate” for such Portion of Capital for such Yield Period, the applicable Purchaser Agent  shall for such component use the rate resulting from converting such discount rate to an interest  bearing equivalent rate per annum; provided, further, that notwithstanding anything in this  Agreement or the other Transaction Documents to the contrary, the Seller agrees that any  amounts payable to the Purchasers in respect of Discount for any Yield Period with respect to  any Portion of Capital funded by such Purchaser at the CP Rate shall include an amount equal to  the portion of the face amount of the outstanding Notes issued to fund or maintain such Portion  





 






Exhibit I-10  122351039\V-4  of Capital that corresponds to the portion of the proceeds of such Notes that was used to pay the  interest component of maturing Notes issued to fund or maintain such Portion of Capital, to the  extent that such Purchaser had not received payments of interest in respect of such interest  component prior to the maturity date of such maturing Notes (for purposes of the foregoing, the  “interest component” of Notes equals the excess of the face amount thereof over the net proceeds  received by such Purchaser from the issuance of Notes, except that if such Notes are issued on an  interest-bearing basis its “interest component” will equal the amount of interest accruing on such  Notes through maturity) or (b) any other rate designated as the “CP Rate” for such Conduit  Purchaser in an Assumption Agreement or Transfer Supplement pursuant to which such Person  becomes a party as a Conduit Purchaser to this Agreement, or any other writing or agreement  provided by such Conduit Purchaser to the Seller, the Servicer and the applicable Purchaser  Agent from time to time.  The “CP Rate” for any day while a Termination Event exists shall be  an interest rate equal to the Alternate Rate as calculated in the definition thereof.  “Credit Agreement” means the Credit Agreement, dated as of November 21, 2017 (as  amended, modified or supplemented from time to time), among Vail Holdco Sub LLC, a Delaware  limited liability company, Parent, as the borrower thereunder, the other Guarantors from time to time  party thereto, Goldman Sachs Bank USA, as Administrative Agent, Collateral Agent, Swing Line  Lender and L/C Issuer and each lender from time to time party thereto.  “Credit and Collection Policy” means, as the context may require, those receivables  credit and collection policies and practices of each Originator and of VWR in effect on the date  of this Agreement and described in Schedule I to this Agreement, as modified in compliance  with this Agreement.  “Credit Sales” means, for any period, the aggregate initial principal balance of  Receivables originated by the Originators during such period.  “Daily One Month SOFR” means, for any day, the rate per annum determined by the  Administrator by dividing (the resulting quotient rounded upwards, at the Administrator’s  discretion, to the nearest 1/100th of 1%) (a) the Term SOFR Reference Rate for such day for one  (1) month period, as published by the Term SOFR Administrator, by (b) a number equal to 1.00  minus the SOFR Reserve Percentage; provided, that if Daily One Month SOFR, determined as  provided above, would be less than the SOFR Floor, then Daily One Month SOFR shall be  deemed to be the SOFR Floor. Such rate of interest will be adjusted automatically as of each  Business Day based on changes in Daily One Month SOFR without notice to the Seller.    “Daily Report” means each report, in substantially the form of Annex A-3 to this  Agreement, furnished by or on behalf of the Servicer to the Administrator and each Purchase  Agent pursuant to this Agreement, in each case, which shall include data which is current as of  the prior Business Day.  “Daily Reporting Trigger” means any time the Available Liquidity is less than  $125,000,000; provided that a Daily Reporting Trigger shall only be effective upon  Administrator’s declaration of the same.  





 






Exhibit I-11  122351039\V-4  “Days’ Sales Outstanding” means, for any Fiscal Month, an amount computed as of the  last day of such Fiscal Month equal to:  (a) the average of the Outstanding Balance of all Pool  Receivables as of the last day of each of the three most recent Fiscal Months ended on the last  day of such Fiscal Month divided by (b)(i) the aggregate Credit Sales during the three Fiscal  Months ended on the last day of such Fiscal Month divided by (ii) 90.  “Daily Simple SOFR” means, for any day (a “SOFR Rate Day”), the interest rate per  annum determined by the Administrator by dividing (the resulting quotient rounded upwards, at  the Administrator’s discretion, to the nearest 1/100th of 1%) (A) SOFR for the day (the “SOFR  Determination Date”) that is two (2) Business Days prior to (i) such SOFR Rate Day if such  SOFR Rate Day is a Business Day or (ii) the Business Day immediately preceding such SOFR  Rate Day if such SOFR Rate Day is not a Business Day, by (B) a number equal to 1.00 minus the  SOFR Reserve Percentage, in each case, as such SOFR is published by the Federal Reserve Bank  of New York (or a successor administrator of the secured overnight financing rate) on the  website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or  any successor source identified by the Federal Reserve Bank of New York or its successor  administrator for the secured overnight financing rate from time to time.  If Daily Simple SOFR  as determined above would be less than the SOFR Floor, then Daily Simple SOFR shall be  deemed to be the SOFR Floor.  If SOFR for any SOFR Determination Date has not been  published or replaced with a Benchmark Replacement by 5:00 p.m. (Pittsburgh, Pennsylvania  time) on the second Business Day immediately following such SOFR Determination Date, then  SOFR for such SOFR Determination Date will be SOFR for the first Business Day preceding  such SOFR Determination Date for which SOFR was published in accordance with the definition  of “SOFR”; provided that SOFR determined pursuant to this sentence shall be used for purposes  of calculating Daily Simple SOFR for no more than 3 consecutive SOFR Rate Days.  If and  when Daily Simple SOFR as determined above changes, any applicable rate of interest based on  Daily Simple SOFR will change automatically without notice to the Sellerr, effective on the date  of any such change.  “Daily SOFR Rate” means, with respect to Capital comprising any Portion of Capital to  which the Daily SOFR Rate applies, a fluctuating interest rate per annum as shall be in effect  from time to time equal to (a) the SOFR Adjustment plus (b) Daily One Month SOFR.  “Daily SOFR Rate Capital” means Capital that accrues Yield based on the Daily SOFR  Rate.  “Debt” of any Person shall mean, without duplication, (a) all obligations of such Person  for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or  similar instruments, (c) all obligations of such Person under conditional sale or other title  retention agreements relating to property or assets purchased by such Person, (d) all obligations  of such Person issued or assumed as the deferred purchase price of property or services (other  than current trade liabilities and current intercompany liabilities (but not any refinancings,  extensions, renewals or replacements thereof) incurred in the ordinary course of business, (e) all  guarantees by such Person of Debt of others, (f) all capital lease obligations of such Person, (g)  all payments that such Person would have to make in the event of an early termination, on the  date Debt of such Person is being determined, in respect of outstanding swap agreements, (h) the  principal component of all obligations, contingent or otherwise, of such Person as an account  





 






Exhibit I-12  122351039\V-4  party in respect of letters of credit and (i) the principal component of all obligations of such  person in respect of bankers’ acceptances.  The Debt of any person shall include the Debt of any  partnership in which such Person is a general partner, other than to the extent that the instrument  or agreement evidencing such Debt expressly limits the liability of such person in respect  thereof.  “Deemed Collections” has the meaning set forth in Section 1.4(e)(ii) of this Agreement.  “Default Ratio” means the ratio (expressed as a percentage) computed as of the last day  of each Fiscal Month by dividing:  (a) the aggregate Outstanding Balance of all Pool Receivables  that became Defaulted Receivables during such month (other than Receivables that became  Defaulted Receivables as a result of an Insolvency Proceeding with respect to the Obligor thereof  during such month) by (b) the Credit Sales during the month that is (i) seven (7) Fiscal Months  before such month for Receivables the Originator of which is VWR, Avantor Fluid Handling,  LLC, Avantor Funding, Inc., NuSil Technology LLC, Therapak, LLC or any other Originator  from time to time party to the Sale Agreement with the prior written consent of the Administrator  and (ii) five (5) Fiscal Months before such month for all other Receivables.  “Defaulted Receivable” means a Receivable:  (a) other than any Receivable the Obligor of which is an Affiliate of VWR, as  to which any payment, or part thereof, remains unpaid for (i) more than 180 days from  the due date for such payment for all Receivables the Originator of which is VWR,  Avantor Fluid Handling, LLC, NuSil Technology LLC, Therapak, LLC, EPL Pathology  Archives, LLC, BioExpress, LLC or any other Originator from time to time party to the  Sale Agreement with the prior written consent of the Administrator and (ii) more than  120 days from the due date for such payment for all other Receivables; or  (b) without duplication (i) as to which an Insolvency Proceeding shall have  occurred with respect to the Obligor thereof or any other Person obligated thereon or  owning any Related Security with respect thereto (other than the Seller or any Purchaser),  or (ii) as to which any payment, or part thereof, has been written off the Seller’s books as  uncollectible;   provided, however, that in each case above, such amount shall be calculated  without giving effect to any netting of credits that have not been matched to a particular  Receivable for the purposes of aged trial balance reporting.  “Delaware LLC Act” means the Delaware Limited Liability Act, 6 Del. C. §§ 18-101 et  seq., as amended.   “Delinquency Ratio” means the ratio (expressed as a percentage) computed as of the last  day of each Fiscal Month by dividing: (a) the aggregate Outstanding Balance of all Pool  Receivables that were Delinquent Receivables on such day by (b) the aggregate Outstanding  Balance of all Pool Receivables on such day.  “Delinquent Receivable” means a Receivable as to which any payment, or part thereof,  remains unpaid for more than ninety (90) days from the due date for such payment; provided,  





 






Exhibit I-13  122351039\V-4  however, that such amount shall be calculated without giving effect to any netting of credits that  have not been matched to a particular Receivable for the purposes of aged trial balance reporting.  “Dilution Horizon Ratio” means, for any Fiscal Month, the ratio (expressed as a  percentage) computed as of the last day of such Fiscal Month by dividing:  (a) the aggregate  Credit Sales during the most recent Fiscal Month and one half of the second most recent Fiscal  Month (or such other Fiscal Month as may be determined by the Administrator following a  Review), by (b) the Net Receivables Pool Balance at the last day of such Fiscal Month.  “Dilution Ratio” means the ratio (expressed as a percentage), computed as of the last day  of each Fiscal Month by dividing:  (a) the aggregate amount of payments made or owed by the  Seller pursuant to Section 1.4(e)(i) of this Agreement, other than payments related to the  Specifically Reserved Dilution Amount, during such Fiscal Month by (b) the aggregate Credit  Sales during the Fiscal Month that is two (2) months prior to such Fiscal Month.  “Dilution Reserve” means, on any day, an amount equal to the product of:  (a) the sum of  (i) the Aggregate Capital plus (ii) the Adjusted LC Participation Amount multiplied by (b) the  Dilution Reserve Percentage on such day.  “Dilution Reserve Percentage” means on any day, the product (expressed as a  percentage) of (a) the Dilution Horizon Ratio multiplied by (b) the sum of (i) 2.00 times the  average of the Dilution Ratios for the twelve (12) most recent Fiscal Months and (ii) the Dilution  Volatility Component.  “Dilution Volatility Component” means, for any Fiscal Month, the product of (a) the  positive difference, if any, between:  (i) the highest Dilution Ratio for any Fiscal Month during  the twelve (12) most recent Fiscal Months and (ii) the arithmetic average of the two (2) month  rolling average of the Dilution Ratios as of the last day of each of the twelve (12) most recent  twelve Fiscal Months times (b) (i) the highest Dilution Ratio for any Fiscal Month during the  twelve (12) most recent Fiscal Months, divided by (ii) the arithmetic average of the two (2)  month rolling average of the Dilution Ratios as of the last day of each of the twelve most recent  twelve Fiscal Months.  “Discount” means, with respect to any Purchaser, the Dollar Equivalent of :  (a) for any Portion of Capital for any Yield Period with respect to any  Purchaser to the extent such Portion of Capital will be funded by such Purchaser during  such Yield Period through the issuance of Notes:  CPR x C x ED/360 + YPF  (b) for any Portion of Capital for any Yield Period with respect to any  Purchaser to the extent such Portion of Capital will not be funded by such Purchaser  during such Yield Period through the issuance of Notes or, if the LC Bank and/or any LC  Participant has deemed to have made a Funded Purchase in connection with any drawing  under a Letter of Credit which accrues Discount pursuant to Section 1.2(e) of this  Agreement:  





 






Exhibit I-14  122351039\V-4  AR x C x ED/Year + YPF  where:  AR = the Alternate Rate for such Portion of Capital for such Yield  Period with respect to such Purchaser,  C = the daily average Capital with respect to such Portion of Capital  during such Yield Period with respect to such Purchaser,  CPR = the CP Rate for the Portion of Capital for such Yield Period  with respect to such Purchaser,  ED = the actual number of days during such Yield Period,  Year = if such Portion of Capital is funded based upon:  (i) the Euro  Amendment No. 1 Rate, the Term SOFR Rate or the Daily  SOFR Rate, as applicable, 360 days, and (ii) the Base Rate  determined by clause (a)(i), (a)(ii) or (b)(i), as applicable,  thereof, 365 or 366 days, as applicable, and  YPF = the Yield Protection Fee, if any, for the Portion of Capital for  such Yield Period with respect to such Purchaser;  provided, that no provision of this Agreement shall require the payment or permit the collection  of Discount in excess of the maximum permitted by applicable law; and provided further, that  Discount for any Portion of Capital shall not be considered paid by any distribution to the extent  that at any time all or a portion of such distribution is rescinded or must otherwise be returned for  any reason.  “Division Transaction” shall mean, with respect to any Person that is a limited liability  company organized under the laws of the State of Delaware, that any such Person (a) divides into  two or more Persons or (b) creates or otherwise reorganizes into one or more series, in each case,  as contemplated under the laws of the State of Delaware, including without limitation, Section  18-217 of the Delaware LLC Act.   “Dollar” or “$” means lawful currency of the United States of America.  “Dollar Capital” means Capital initially funded by the Purchasers in Dollars.  “Dollar Purchase” means any Purchase denominated in the Dollars.  “Dollar Equivalent” means, on any date on which a determination thereof is to be made,  with respect to (a) any amount denominated in Dollars, such amount and (b) any amount  denominated in EUROS, the Dollar equivalent of such amount of EUROS determined by  reference to the Spot Rate determined as of such determination date.  





 






Exhibit I-15  122351039\V-4  “Dollar LC Participation Amount” means, at any time of determination, the aggregate LC  Participation Amount with respect to Letters of Credit denominated in Dollars.  “Dollar Support Amount” means, at any time of determination, the product of (a)  Purchased Interest, times (b) the aggregate Outstanding Balance of Dollar-denominated Eligible  Receivables.  “Drawing Date” has the meaning set forth in Section 1.15(b) of this Agreement.  “Eligible Receivable” means, at any time, a Pool Receivable:  (a) the Obligor of which is (i) a resident of the United States (including its  territories) or, subject to the limitations in the definition of “Excess Concentrations”, a  Governmental Authority, or a resident of a country other than the United States  (including its territories), (ii) not subject to an Insolvency Proceeding,  (iii) not an  Affiliate of Parent, and (iv) not a Sanctioned Person;  (b) that is denominated and payable in U.S. dollars to a Collection Account in  the United States and the Obligor with respect to which has been instructed on or prior to  the Closing Date to remit Collections in respect thereof to a Collection Account in the  United States; provided, however, that with respect to any Receivable the Obligor with  respect to which is not remitting to a Collection Account or is remitting to a Collection  Account that is not subject to an Account Control Agreement, such Receivable shall not  be an Eligible Receivable, unless otherwise consented to by the Administrator;  (c) that, subject to the limitations in the definition of “Excess  Concentrations”, does not have a stated maturity which is more than one hundred fifty  (150) days after the invoice date of such Receivable;  (d) that arises under a duly authorized Contract for the sale and delivery of  goods and services in the ordinary course of an Originator’s business;  (e) that arises under a duly authorized Contract that is in full force and effect  and that is a legal, valid and binding obligation of the related Obligor, enforceable against  such Obligor in accordance with its terms;  (f) that conforms in all material respects with all applicable laws, rulings and  regulations in effect;  (g) that is not the subject of any asserted dispute, offset, hold back, defense,  Adverse Claim or other claim (other than Permitted Liens arising after the date it became  a Pool Receivable), but any such Pool Receivable shall be ineligible only to the extent of  the amount of such asserted dispute, offset, hold back, defense, Adverse Claim or other  claim (the “Ineligible Amount”) and only such Ineligible Amounts shall be excluded to  the extent the aggregate of all Ineligible Amounts exceeds $1,000,000; provided, that a  fixed amount of $1,000,000 shall be deducted from Eligible Receivables on a monthly  basis and adjusted annually, as reasonably determined by the Administrator;  





 






Exhibit I-16  122351039\V-4  (h) that satisfies all applicable requirements of the applicable Credit and  Collection Policy;  (i) that has not been modified, waived or restructured since its creation,  except as permitted pursuant to Section 4.2 of this Agreement;  (j) in which the Seller has good and marketable title, free and clear of any  Adverse Claims (other than Permitted Liens arising after the date it became a Pool  Receivable), and that is freely assignable by the Seller (including without any consent of  the related Obligor unless such consent has already been obtained);  (k) for which the Administrator (for the benefit of each Purchaser) shall have  a valid and enforceable undivided percentage ownership or security interest, to the extent  of the Purchased Interest, and a valid and enforceable first priority perfected security  interest therein and in the Related Security and Collections with respect thereto, in each  case free and clear of any Adverse Claim (other than Permitted Liens arising after the  date it became a Pool Receivable and any Adverse Claim that constitutes Ineligible  Amounts);  (l) that constitutes an “account” or “general intangible” (each, as defined in  the UCC), and that is not evidenced by “instruments” or “chattel paper” (each, defined in  the UCC);  (m) that is not a Defaulted Receivable or a Delinquent Receivable;  (n) for which none of the Originator thereof, the Seller and the Servicer has  established any offset arrangements (other than any cash rebates or early pay discounts as  disclosed to the Administrator and the Purchaser Agents) with the related Obligor;  (o) that represents amounts earned and payable by the Obligor that are not  subject to the performance of additional services by the Originator thereof (other than any  obligations of the Originator that relates to standard warranties related to the goods sold  that gave rise to such Receivable) or by the Seller and such Receivable shall have been  billed or invoiced by the Servicer, and  (p) solely with respect to the Receivables originated by a Restricted  Originator, such Receivable, when sold to the Seller, would not result in the Outstanding  Balance of all Receivables sold by such Restricted Originator to exceed the Restricted  Originator Concentration Limit.  “Equity Interests” means shares of capital stock, partnership interests, membership  interests, beneficial interests or other ownership interests, whether voting or nonvoting, in, or  interests in the income or profits of, a Person, and any warrants, options or other rights entitling  the holder thereof to purchase or acquire any of the foregoing.  “ERISA” means the Employee Retirement Income Security Act of 1974, as amended  from time to time, and any successor statute of similar import, together with the rulings and  





 






Exhibit I-17  122351039\V-4  regulations thereunder, in each case as in effect from time to time.  References to sections of  ERISA also refer to any successor sections.  “ERISA Affiliate” means:  (a) any corporation that is a member of the same controlled  group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as  the Seller, any Originator or VWR, (b) a trade or business (whether or not incorporated) under  common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the  Seller, any Originator or VWR, or (c) a member of the same affiliated service group (within the  meaning of Section 414(m) of the Internal Revenue Code) as the Seller, any Originator, any  corporation described in clause (a) or any trade or business described in clause (b).  “EURO” and “EUR” means the single currency of the member states of the European  Communities that adopt or have adopted  and continue to retain the euro as their lawful currency  through economic and monetary union in accordance with the Treaty of Rome (as amended from  time to time).  “Euro Amendment No. 1 Rate”  means, for any day, the rate determined pursuant to the  Amendment No. 1.  “EURO Capital” means Capital initially funded by the Purchasers in EUROS.  “EURO Currency Volatility Reserve” means, at any time of determination, the product of  (a) the EURO VAR then in effect, multiplied by (b) the aggregate Dollar Equivalent of the  aggregate amount of EURO Capital plus the EURO LC Participation Amount.  “EURO LC Participation Amount” means, at any time of determination, the aggregate  LC Participation Amount with respect to Letters of Credit denominated in EUROS.  “EURO VAR” means, at any time, the value at risk percentage calculated by PNC Bank,  National Association from time to time, which shall be sufficient to cover the Bloomberg  implied market volatility rate for a 90-day period with a 2 standard deviation confidence interval.   Such amount as of the Closing Date was 6.56%. Notwithstanding the foregoing, if EUR VAR as  determined under any method above would be less than zero (0.00), such value at risk percentage  shall be deemed to be zero (0.00) for purposes of this Agreement.  “Excess Concentration” means, for any day, the sum of, without duplication, (a) the sum  of the amounts by which the aggregate Outstanding Balance of all Eligible Receivables then in  the Receivables Pool of each Obligor exceeds an amount equal to (i) the applicable  Concentration Percentage for such Obligor multiplied by (ii) the aggregate Outstanding Balance  of all Eligible Receivables then in the Receivables Pool, plus (b) the amount by which the  aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool the  Obligor of which is a resident of any country other than the United States (including its  territories) exceeds an amount equal to (i) the Foreign Eligible Receivables Percentage,  multiplied by (ii) the aggregate Outstanding Balance of all Eligible Receivables then in the  Receivables Pool, plus (c) the amount by which the aggregate Outstanding Balance of all  Eligible Receivables then in the Receivables Pool the Obligor of which is a Governmental  Authority exceeds an amount equal to (i) 5.0% multiplied by (ii) the aggregate Outstanding  Balance of all Eligible Receivables then in the Receivables Pool, plus (d) the amount by which  





 






Exhibit I-18  122351039\V-4  the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool that  have a stated maturity which is more than sixty (60) days and less than or equal to ninety (90)  days exceeds an amount equal to (i) 25.0% (or such other percentage requested in writing by the  Seller and consented to by the Administrator in its sole discretion in writing) multiplied by (ii)  the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool, plus  (e) the amount by which the aggregate Outstanding Balance of all Eligible Receivables then in  the Receivables Pool the Obligor of which maintains a corporate credit rating of at least BBB- by  Standard & Poor’s or at least Baa3 by Moody’s that have a stated maturity which is more than  ninety (90) days and less than or equal to one hundred fifty (150) days exceeds an amount equal  to (i) 10.0% (or such other percentage requested in writing by the Seller and consented to by the  Administrator in its sole discretion in writing) multiplied by (ii) the aggregate Outstanding  Balance of all Eligible Receivables then in the Receivables Pool.  For the avoidance of doubt,  Excess Concentrations shall not include amounts that are excluded pursuant to clause (p) of the  definition of Eligible Receivables.  “Exiting Notice” has the meaning set forth in Section 1.4(b)(ii) of this Agreement.  “Exiting Purchaser” has the meaning set forth in Section 1.4(b)(ii) of this Agreement.  “Facility Termination Date” means the earliest to occur of:  (a) October 27, 2025, (b) the  date determined pursuant to Section 2.2 of this Agreement, (c) the date the Purchase Limit  reduces to zero pursuant to Section 1.1(c) of this Agreement, (d) with respect to any Conduit  Purchaser, the date that the commitments of all of the Liquidity Providers of such Conduit  Purchaser terminate under the related Liquidity Agreement (it being understood and agreed that  the date set forth in the related Liquidity Agreement as the scheduled “purchase termination  date” (or other similar term) shall not be amended by the applicable Purchasers and the related  Liquidity Providers to be a date earlier than October 27, 2025), and (e) with respect to any  Purchaser Group, the date that the Commitment of all of the Related Committed Purchasers of  such Purchaser Group terminate pursuant to Section 1.22.  “Federal Reserve Board” means the Board of Governors of the Federal Reserve System,  or any entity succeeding to any of its principal functions.  “Fee Letters” has the meaning set forth in Section 1.5 of this Agreement.  “Fees” means the fees payable by the Seller to each member of each Purchaser Group  pursuant to the applicable Purchasers Group Fee Letter.  “Fiscal Month” means each calendar month.  “Fiscal Quarter” means a quarter ending on the last day of March, June, September or  December.  “Fiscal Year” means any period of twelve consecutive calendar months ending on  December 31; references to a Fiscal Year with a number corresponding to any calendar year  (e.g., the “2020 Fiscal Year”) refer to the Fiscal Year ending on December 31 of such calendar  year.  





 






Exhibit I-19  122351039\V-4  “Fitch” means Fitch, Inc.  “Floor” means the benchmark rate floor, if any, provided in this Agreement initially (as  of the execution of this Agreement, the modification, amendment or renewal of this Agreement  or otherwise) with respect to the Term SOFR Rate or the Daily SOFR Rate or, if no floor is  specified, zero.   “Foreign Eligible Receivables Percentage” shall mean (a) with respect to Eligible  Receivables originated in countries other than the United States rated at least “A” by Standard &  Poor’s and “A2” by Moody’s, the lesser of (i) 15.0% and (ii) the percentage of such Obligor’s  Outstanding Balance of Eligible Receivables then in the Receivables Pool originated in countries  other than the United States rated at least “A” by Standard & Poor’s and “A2” by Moody’s and  (b) with respect to Eligible Receivables originated in countries other than the United States rated  below “A” by Standard & Poor’s and/or “A2” by Moody’s, the lesser of (i) 4.0% and (ii) the  percentage of such Obligor’s Outstanding Balance of Eligible Receivables then in the  Receivables Pool originated in countries other than the United States rated below “A” by  Standard & Poor’s and/or “A2” by Moody’s.  “Funded Purchase” means a Purchase or deemed Purchase of undivided percentage  ownership interests in the Purchased Interest under this Agreement which (a) is paid for in cash,  including pursuant to Section 1.1(b) (other than through reinvestment of Collections pursuant to  Section 1.4(b)) or (b) is treated as a Funded Purchase pursuant to Section 1.2(e).  “GAAP” means the generally accepted accounting principles and practices in the United  States, consistently applied.  “Governmental Acts” has the meaning given such term in Section 1.20.  “Governmental Authority” means any nation or government, any state or other political  subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any  body or entity exercising executive, legislative, judicial, regulatory or administrative functions of  or pertaining to government, including any court, and any Person owned or controlled, through  stock or capital ownership or otherwise, by any of the foregoing.  “Group A Obligor” means any Obligor with a short-term rating of at least:  (a) “A-1” by  Standard & Poor’s, or if such Obligor does not have a short-term rating from Standard & Poor’s,  a rating of “A+” or better by Standard & Poor’s on its long-term senior unsecured and uncredit- enhanced debt securities, and (b) “P-1” by Moody’s, or if such Obligor does not have a short- term rating from Moody’s, “A1” or better by Moody’s on its long-term senior unsecured and  uncredit-enhanced debt securities.  If both a short-term and long-term rating exist for an Obligor,  the short-term rating will be used and if Standard & Poor’s and Moody’s ratings for an Obligor  indicate a different group for such Obligor, the lower of such ratings shall be used.  If an Obligor  is a Governmental Authority, such Obligor shall be deemed to have the ratings assigned to the  relevant governmental unit, if any.  “Group B Obligor” means an Obligor, other than a Group A Obligor, with a short-term  rating of at least:  (a) “A-2” by Standard & Poor’s, or if such Obligor does not have a short-term  rating from Standard & Poor’s, a rating of “BBB+” Standard & Poor’s on its long-term senior  





 






Exhibit I-20  122351039\V-4  unsecured and uncredit-enhanced debt securities, and (b) “P-2” by Moody’s, or if such Obligor  does not have a short-term rating from Moody’s, “Baa1” by Moody’s on its long-term senior  unsecured and uncredit-enhanced debt securities.  If both a short-term and long-term rating exist  for an Obligor, the short-term rating will be used and if Standard & Poor’s and Moody’s ratings  for an Obligor indicate a different group for such Obligor, the lower of such ratings shall be  used.  If an Obligor is a Governmental Authority, such Obligor shall be deemed to have the  ratings assigned to the relevant governmental unit, if any.  “Group C Obligor” means an Obligor, other than a Group A Obligor or Group B Obligor,  with a short-term rating of at least:  (a) “A-3” by Standard & Poor’s, or if such Obligor does not  have a short-term rating from Standard & Poor’s, a rating of “BBB-” by Standard & Poor’s on its  long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-3” by Moody’s, or  if such Obligor does not have a short-term rating from Moody’s, “Baa3” by Moody’s on its long- term senior unsecured and uncredit-enhanced debt securities.  If both a short-term and long-term  rating exist for an Obligor, the short-term rating will be used and if Standard & Poor’s and  Moody’s ratings for an Obligor indicate a different group for such Obligor, the lower of such  ratings shall be used.  If an Obligor is a Governmental Authority, such Obligor shall be deemed  to have the ratings assigned to the relevant governmental unit, if any.  “Group Capital” means with respect to any Purchaser Group, an amount equal to the  aggregate of all Capital of the Purchasers within such Purchaser Group.  “Group Commitment” means with respect to any Purchaser Group, the aggregate of the  Commitments of each Purchaser within such Purchaser Group, which amount is set forth on the  signature pages hereto.  “Group D Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor  or Group C Obligor.  “Indemnified Amounts” has the meaning set forth in Section 3.1 of this Agreement.  “Indemnified Party” has the meaning set forth in Section 3.1 of this Agreement.  “Indemnified Taxes” has the meaning set forth in Section 1.10 of this Agreement.  “Independent Director” has the meaning set forth in paragraph 3(c) of Exhibit IV to this  Agreement.  “Ineligible Amount” has the meaning set forth in clause (g) of the definition of Eligible  Receivable.  “Information Package” means each report, in substantially the form of Annex A-1 to this  Agreement, furnished by or on behalf of the Servicer to the Administrator and each Purchaser  Agent pursuant to this Agreement.  “Insolvency Proceeding” means:  (a) any case, action or proceeding before any court or  other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,  receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the  





 






Exhibit I-21  122351039\V-4  benefit of creditors of a Person or any composition, marshalling of assets for creditors of a  Person, or other similar arrangement in respect of its creditors generally or any substantial  portion of its creditors, in each case undertaken under U.S. Federal, state or foreign law,  including the Bankruptcy Code.  “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from  time to time, and any successor statute of similar import, together with the regulations  thereunder, in each case as in effect from time to time.  References to sections of the Internal  Revenue Code also refer to any successor sections.  “Investment Company Act” means the Investment Company Act of 1940, as amended or  otherwise modified from time to time.  “LC Bank” has the meaning set forth in the preamble to this Agreement.  “LC Collateral Account” means the account designated as the LC Collateral Account  established and maintained by the Administrator (for the benefit of the LC Bank and the LC  Participants), or such other account as may be so designated as such by the Administrator with  notice to the Seller and the Servicer.  “LC Fee Expectation” has the meaning set forth in Section 1.16(c).  “LC Participant” means each financial institution that is a party to this Agreement, as a  LC Participant, or that becomes a party to this Agreement, as a LC Participant pursuant to an  Assumption Agreement or otherwise.  “LC Participation Amount” means, at any time, the then Dollar Equivalent of the sum of  the undrawn amounts of all outstanding Letters of Credits.  “Letter of Credit” means any stand-by letter of credit issued by the LC Bank for the  account of the Seller pursuant to this Agreement.  “Letter of Credit Application” has the meaning set forth in Section 1.13(a) of this  Agreement.  “Liquidity Agreement” means any agreement entered into in connection with this  Agreement pursuant to which a Liquidity Provider agrees to make purchases or advances to, or  purchase assets from, any Conduit Purchaser in order to provide liquidity for such Conduit  Purchaser’s Purchases.  “Liquidity Provider” means each bank or other financial institution that provides liquidity  support to any Conduit Purchaser pursuant to the terms of a Liquidity Agreement.  “Loss Reserve” means, on any day, an amount equal to (a) the sum of (i) the Aggregate  Capital plus (ii) the Adjusted LC Participation Amount multiplied by (b) the Loss Reserve  Percentage on such date.  





 






Exhibit I-22  122351039\V-4  “Loss Reserve Percentage” means, on any day, an amount (expressed as a percentage)  equal to (a) the product of (i) 2.00 times the highest three month rolling average of the Default  Ratios during the twelve most recent Fiscal Months multiplied by (ii) the aggregate Credit Sales  during the three most recent Fiscal Months plus the product of (1) the greater of (A) eighty-five  percent and (B) seventy-five percent plus a fraction expressed as a percentage (x) the numerator  of which is the Outstanding Balance of Receivables as to which any payment, or part thereof,  remains unpaid for more than sixty (60) but less than ninety-one (91) days from the due date for  such payment and (y) the denominator of which is the aggregate Credit Sales during the fourth  most recent Fiscal Month and (2) the aggregate Credit Sales during the fourth most recent Fiscal  Month divided by (b) the Net Receivables Pool Balance as of such date.  “Majority LC Participants” shall mean LC Participants whose Pro Rata Shares aggregate  more than 50%.  “Majority Purchaser Agents” means, at any time, the Purchaser Agents which in their  related Purchaser Group have Related Committed Purchasers whose Commitments aggregate  more than 50% of the aggregate of the Commitments of all Related Committed Purchasers in all  Purchaser Groups; provided, however, in the event that the Majority Purchasers include equal to  or fewer than two (2) Purchasers at any time, then Majority Purchasers shall mean all Purchasers.  “Material Adverse Effect” means an event or circumstance that would, individually or in  the aggregate, have a material adverse effect on:  (a) the assets, operations, business or financial condition of Parent and its  Subsidiaries, taken as a whole,  (b) the ability of any of all of the Parent, the Originators, the Seller and  Servicer to perform their obligations under this Agreement or any other Transaction  Document to which such Person is a party, taken as a whole,  (c) the validity or enforceability of any of the Transaction Documents, or the  validity, enforceability or collectability of the Pool Receivables, taken as a whole, or  (d) the status, perfection, enforceability or priority of the Administrator’s, any  Purchaser’s or the Seller’s interest in the Pool Assets, taken as a whole.  “Maximum Incremental Purchase” means, on any date, the additional incremental  increase in the Aggregate Capital that would cause the Aggregate Capital plus the Total Reserves  to equal the Net Receivables Pool Balance.  “Minimum Dilution Reserve” means, on any day, the product of (a) the sum of (i) the  Aggregate Capital plus (ii) the Adjusted LC Participation Amount, and (b) the Minimum  Dilution Reserve Percentage on such date.  “Minimum Dilution Reserve Percentage” means, at any time, the product (expressed as a  percentage) of (a) the 12-month rolling average of the Dilution Ratio at such time multiplied by  (b) the Dilution Horizon Ratio as of such date.  





 






Exhibit I-23  122351039\V-4  “Minimum Funding Threshold” means an amount equal to or greater than the lesser of (i)  25% of the Purchase Limit and (ii) the Net Receivables Pool Balance minus the Total Reserves;  “Moody’s” means Moody’s Investors Service, Inc.  “Net Receivables Pool Balance” means, at any time:  (a) the Outstanding Balance of  Eligible Receivables then in the Receivables Pool minus (b) the sum of (i) the Excess  Concentration and (ii) the Specifically Reserved Dilution Amount.  “Notes” means short-term promissory notes issued, or to be issued, by any Conduit  Purchaser to fund its investments in accounts receivable or other financial assets.  “NYFRB” means the Federal Reserve Bank of New York, or any entity succeeding to  any of its principal functions.  “Obligor” means, with respect to any Receivable, the Person obligated to make payments  pursuant to the Contract relating to such Receivable.  “OFAC” means the U.S. Department of Treasury’s Office of Foreign Assets Control.  “Order” has the meaning set forth in Section 1.21 of this Agreement.  “Originator” means each Person from time to time party to the Sale Agreement as an  Originator.  “Originator Review” has the meaning set forth in Section 6.1(c) of the Sale Agreement.  “Other Taxes” means any and all present or future stamp or documentary Taxes or any  other similar excise or property Taxes, charges or levies or fees arising from any payment made  hereunder or from the execution, delivery, filing, recording or enforcement of, or otherwise in  respect of, this Agreement, the other Transaction Documents and the other documents or  agreements to be delivered hereunder or thereunder.  “Outstanding Balance” means, for any Receivable at any time, the then outstanding  principal balance thereof.  “Overnight Bank Funding Rate” means for any day, the rate comprised of both overnight  federal funds and overnight eurocurrency borrowings by U.S.-managed banking offices of  depository institutions, as such composite rate shall be determined by the NYFRB, as set forth on  its public website from time to time, and as published on the next succeeding Business Day as  the overnight bank funding rate by the NYFRB (or by such other recognized electronic source  (such as Bloomberg) selected by the Administrator for the purpose of displaying such rate);  provided, that if such day is not a Business Day, the Overnight Bank Funding Rate for such day  shall be such rate on the immediately preceding Business Day; provided, further, that if such rate  shall at any time, for any reason, no longer exist, the Overnight Bank Funding Rate for such time  shall be a comparable replacement rate determined by the Administrator at such time (which  determination shall be conclusive absent manifest error).  If the Overnight Bank Funding Rate  determined as above would be less than zero, then such rate shall be deemed to be zero.  The rate  





 






Exhibit I-24  122351039\V-4  of interest charged shall be adjusted as of each Business Day based on changes in the Overnight  Bank Funding Rate without notice to the Seller.  “Parent” means Avantor Funding, Inc., a Delaware corporation.  “Participant” has the meaning set forth in Section 6.3(b) of this Agreement.  “Patriot Act” has the meaning set forth in Section 6.17 of this Agreement.  “Payment Date” means (a) the Closing Date and (b) each Business Day thereafter that the  Originators are open for business.  “Performance Guaranty” means that certain Performance Guaranty, dated as of the date  hereof, made by the Parent in favor of the Administrator with respect to certain obligations of the  Originators.  “Permitted Liens” shall mean the following encumbrances but only to the extent the  holders of such encumbrances have not commenced a foreclosure or other enforcement action  with respect thereto:  (a) Adverse Claims for taxes or assessments or other governmental charges  not yet due and payable or that are being contested in accordance with the terms and conditions  of the Transaction Documents (but only to the extent that any Adverse Claim to secure payment  of such taxes or assessments or other governmental charges is an inchoate tax lien); (b) pledges  or deposits securing obligations under workmen’s compensation, unemployment insurance,  social security or public liability laws or similar legislation; (c) inchoate and unperfected  workers’, mechanics’, suppliers’ or similar Adverse Claims arising in the ordinary course of  business; (d) carriers’, warehousemen’s or other similar possessory liens arising in the ordinary  course of business and securing liabilities in an outstanding aggregate amount not in excess of  $1,000,000 at any one time; and (e) currently existing or hereinafter created liens in favor of  Seller, the Purchasers or the Administrator.  “Person” means an individual, partnership, corporation (including a business trust), joint  stock company, trust, unincorporated association, joint venture, limited liability company or  other entity, or a government or any political subdivision or agency thereof.  “PNC” means PNC Bank, National Association.  “Pool Assets” has the meaning set forth in Section 1.2(d) of this Agreement.  “Pool Receivable” means a Receivable in the Receivables Pool.  “Portion of Capital” means, with respect to any Purchaser and its related Capital, the  portion of such Capital being funded or maintained by such Purchaser by reference to a  particular interest rate basis.  “Prime Rate” means a per annum rate equal to the “Prime Rate” as published in the  “Money Rates” section of The Wall Street Journal or if such information ceases to be published  in The Wall Street Journal, such other publication as determined by the Administrator.  





 






Exhibit I-25  122351039\V-4  “Pro Rata Share” means, for each LC Participant or the LC Bank, the Commitment of  such LC Participant or LC Bank, as the case may be, divided by the aggregate of the  Commitments of all LC Participants and the LC Bank at such time.  “Program Support Agreement” means and includes any Liquidity Agreement and any  other agreement entered into by any Program Support Provider providing for:  (a) the issuance of  one or more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or  more surety bonds for which the such Conduit Purchaser is obligated to reimburse the applicable  Program Support Provider for any drawings thereunder, (c) the sale by such Conduit Purchaser  to any Program Support Provider of the Purchased Interest (or portions thereof) maintained by  such Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to any  Conduit Purchaser in connection with such Conduit Purchaser’s securitization program  contemplated in this Agreement, together with any letter of credit, surety bond or other  instrument issued thereunder.  “Program Support Provider” means and includes with respect to each Conduit Purchaser,  any Liquidity Provider and any other Person (other than any customer of such Conduit  Purchaser) now or hereafter extending credit or having a commitment to extend credit to or for  the account of, or to make purchases from, such Conduit Purchaser pursuant to any Program  Support Agreement.  “Published Rate” shall mean the rate of interest published each Business Day in The Wall  Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a  one month period (or, if no such rate is published therein for any reason, then the Published Rate  shall be the rate at which U.S. dollar deposits are offered by leading banks in the London  interbank deposit market for a one month period as published in a publication of similar standing  selected by the Administrator).  “Purchase” has the meaning set forth in Section 1.1(a) of this Agreement.  “Purchase and Sale Termination Date” has the meaning set forth in Section 1.4 of the  Sale Agreement.  “Purchase and Sale Termination Event” has the meaning set forth in Section 8.1 of the  Sale Agreement.  “Purchase Date” means the date on which a Purchase or a reinvestment is made pursuant  to this Agreement.  “Purchase Limit” means $400,000,000, as such amount may be reduced pursuant to  Section 1.1(c) or otherwise in connection with any Exiting Purchaser, or increased pursuant to  Section 1.2(f).  References to the unused portion of the Purchase Limit shall mean, at any time,  the Purchase Limit minus the sum of the then outstanding Aggregate Capital plus the LC  Participation Amount.  “Purchase Notice” has the meaning set forth in Section 1.2(a) to this Agreement.  “Purchase Price” has the meaning set forth in Section 2.2 of the Sale Agreement.  





 






Exhibit I-26  122351039\V-4  “Purchased Interest” means, at any time, the undivided percentage ownership interest of  the Purchasers in:  (a) each and every Pool Receivable now existing or hereafter arising, (b) all  Related Security with respect to such Pool Receivables and (c) all Collections with respect to,  and other proceeds of, such Pool Receivables and Related Security.  Such undivided percentage  ownership interest shall be computed as:  Aggregate Capital + Adjusted LC Participation Amount + Total Reserves  Net Receivables Pool Balance  The Purchased Interest shall be determined from time to time pursuant to Section 1.3 of this  Agreement.  “Purchaser” means each Conduit Purchaser, each Related Committed Purchaser, each LC  Participant and/or the LC Bank, as applicable.  “Purchaser Agent” means each Person acting as agent on behalf of a Purchaser Group  and designated as a Purchaser Agent for such Purchaser Group on the signature pages to this  Agreement or any other Person who becomes a party to this Agreement as a Purchaser Agent  pursuant to an Assumption Agreement or a Transfer Supplement.  “Purchaser Group” means, (a) for any Conduit Purchaser, such Conduit Purchaser, its  Related Committed Purchaser, related Purchaser Agent, related LC Participants or (b) with  respect to any other Person, such Person’s roles as Related Committed Purchaser, Purchaser  Agent and LC Participant.  “Purchaser Group Fee Letter” has the meaning set forth in Section 1.5 of this Agreement.  “Purchasers’ Share” of any amount, at any time, means such amount multiplied by the  Purchased Interest at such time.  “Purchasing Related Committed Purchaser” has the meaning set forth in Section 6.3(c) of  this Agreement.  “Ratable Share” means, for each Purchaser Group, such Purchaser Group’s aggregate  Commitments divided by the aggregate Commitments of all Purchaser Groups.  “Rating Agency” means Fitch, Moody’s, Standard & Poor’s or any other rating agency a  Conduit Purchaser chooses to rate its Notes.  “Receivable” means any accounts or notes receivable representing or evidencing any  indebtedness and other obligations owed to any Originator or the Seller or any right of the Seller  or any Originator to payment from or on behalf of an Obligor or any right to reimbursement for  funds paid or advanced by the Seller or any Originator on behalf of an Obligor, whether  constituting an “account,” “chattel paper,” “payment intangible,” “instrument” or “general  intangible,” (each, as defined in the UCC) arising in connection with the sale of goods or  services by the applicable Originator, and includes, without limitation, the obligation to pay any  finance charges, fees and other charges with respect thereto.  Indebtedness and other obligations  arising from any one transaction, including, without limitation, indebtedness and other  





 






Exhibit I-27  122351039\V-4  obligations represented by an individual invoice or agreement, shall constitute a Receivable  separate from a Receivable consisting of the indebtedness and other obligations arising from any  other transaction.    “Receivables Pool” means, at any time, all of the then outstanding Receivables purchased  by the Seller pursuant to the Sale Agreement prior to the Facility Termination Date.  “Reference Time” means, with respect to any setting of the then-current Benchmark, the  time determined by the Administrator in its reasonable discretion.  “Reimbursement Obligation” has the meaning set forth in Section 1.15(b) of this  Agreement.  “Related Committed Purchaser” means each Person listed as such (and its respective  Commitment) as set forth on the signature pages of this Agreement or in any Assumption  Agreement or Transfer Supplement.  “Related Rights” has the meaning set forth in Section 1.1 of the Sale Agreement.  “Related Security” means, with respect to any Receivable:  (a) all of the Seller’s and the Originator thereof’s interest in any goods  (including returned goods), and documentation of title evidencing the shipment or storage  of any goods (including returned goods), the sale of which gave rise to such Receivable,  (b) all instruments and chattel paper that may evidence such Receivable,  (c) all other security interests or liens and property subject thereto from time  to time purporting to secure payment of such Receivable, whether pursuant to the  Contract related to such Receivable or otherwise, together with all UCC financing  statements or similar filings relating thereto,  (d) solely to the extent applicable to such Receivable, all of the Seller’s and  the Originator thereof’s rights, interests and claims under the Contracts giving rise to or  securing payment of such Receivable, and all guaranties, indemnities, insurance and other  agreements (including the related Contract) or arrangements of whatever character from  time to time securing payment of such Receivable, whether pursuant to the Contract  related to such Receivable or otherwise, and  (e) all of the Seller’s rights, interests and claims under the Sale Agreement  and the other Transaction Documents.  “Relevant Governmental Body” means the Board of Governors of the Federal Reserve  System and/or the Federal Reserve Bank of New York, or a committee officially endorsed or  convened by the Board of Governors of the Federal Reserve System and/or the Federal Reserve  Bank of New York, or any successor thereto  





 






Exhibit I-28  122351039\V-4  “Reportable Compliance Event” means that any Covered Entity becomes a Sanctioned  Person, or is charged with violating any Anti-Terrorism Law, or has knowledge of facts or  circumstances to the effect that it is reasonably likely that it has violated any Anti-Terrorism  Law.  “Required Capital Amount” means, as of any date of determination, an amount equal to  Five Million Dollars ($5,000,000).  “Required LC Participants” means the LC Participants whose Pro Rata Shares aggregate  662⁄3% or more.  “Restricted Originator” has the meaning set forth in Section 4.3(b) of the Sale  Agreement.  “Restricted Originator Concentration Limit” means, for any Restricted Originator, the  difference (not to be less than zero) of (a) the lesser of (i) 5% of the Outstanding Balance of the  Receivables Pool as of the date such Restricted Originator became an Originator, and (ii)  $35,000,000, minus, (b) the aggregate Outstanding Balance of the Receivables sold by each  other Restricted Originator that became an Originator prior to the addition of such Restricted  Originator, in each case, as of the date such Restricted Originator became an Originator.  “Restricted Payments” has the meaning set forth in Section 1(m) of Exhibit IV to this  Agreement.  “Review” means an Originator Review, a Seller Review or a Servicer Review, as  applicable.  “Sale Agreement” means the Purchase and Sale Agreement, dated as of the Closing Date  between the Seller and the Originators, as the same may be amended, restated, supplemented or  otherwise modified from time to time.  “Sanctioned Country” means a country subject to a sanctions program identified on the  list maintained by OFAC and available at  http://www.treas.gov/offices/enforcement/ofac/programs, or as otherwise published from time to  time.  “Sanctioned Person” means (i) a Person named on the list of “Specially Designated  Nationals” or “Blocked Persons” maintained by OFAC available at  http://www.treas.gov/offices/enforcement/ofac/sdn, or as otherwise published from time to time,  or (ii) (a) an agency of the government of a Sanctioned Country, (b) an organization controlled  by a Sanctioned Country or (c) a Person resident in a Sanctioned Country, to the extent subject to  a sanctions program administered by OFAC.  “SEC” means the U.S. Securities and Exchange Commission.  “Seller” has the meaning set forth in the preamble to this Agreement.  “Seller Material Adverse Effect” means a material adverse effect on any of the following:  





 






Exhibit I-29  122351039\V-4  (a) the assets, operations, business or financial condition of the Seller;  (b) the ability of the Seller to perform its obligations under this Agreement or any  other Transaction Document to which it is a party;  (c) the validity or enforceability of any of the Transaction Document to which the  Seller is a party, or the validity, enforceability or collectability of any material portion of the  Pool Receivables, taken as a whole; or  (d) the status, perfection, enforceability or priority of the Administrator’s, any  Purchaser’s or the Seller’s interest in the Pool Assets, taken as a whole.  “Seller Review” has the meaning set forth in Section 1(e) of Exhibit IV to this  Agreement.  “Seller’s Share” of any amount means the greater of:  (a) $0 and (b) such amount minus  the product of (i) such amount multiplied by (ii) the Purchased Interest.  “Servicer” has the meaning set forth in the preamble to this Agreement.  “Servicer Review” has the meaning set forth in Section 2(e) of Exhibit IV to this  Agreement.  “Servicing Fee” means the fee referred to in Section 4.6 of this Agreement.  “Servicing Fee Rate” has the meaning set forth in Section 4.6 of this Agreement.  “Settlement Date” means the 20th day of each calendar month (or if such day is not a  Business Day, the next occurring Business Day); provided, that during a Weekly Reporting  Trigger, the Settlement Date shall be the second day of each week; provided, further, that (i)  during a Daily Reporting Trigger and (ii) on and after the occurrence and continuation of any  Termination Event, the Settlement Date shall be the date selected as such by the Administrator  (with the consent or at the direction of the Majority Purchaser Agents) from time to time (it  being understood that the Administrator (with the consent or at the direction of the Majority  Purchaser Agents) and only (x) during a Daily Reporting Trigger or (y) on and after the  occurrence and continuation of any Termination Event may select such Settlement Date to occur  as frequently as daily) or, in the absence of any such selection, the date which would be the  Settlement Date pursuant to this definition.  “SOFR” means, for any day, a rate equal to the secured overnight financing rate as  administered by the Federal Reserve Bank of New York (or a successor administrator of the  secured overnight financing rate).  “SOFR Adjustment” means one tenth of one percent (0.10%) per annum.  “SOFR Floor” means a rate of interest per annum equal to zero basis points (0.00%).  





 






Exhibit I-30  122351039\V-4  “SOFR Reserve Percentage” means, for any day, the maximum effective percentage in  effect on such day, if any, as prescribed by the Board of Governors of the Federal Reserve  System (or any successor) for determining the reserve requirements (including, without  limitation, supplemental, marginal and emergency reserve requirements) with respect to SOFR  funding.   “Solvent” means, with respect to any Person at any time, a condition under which:  (a) the fair value and present fair saleable value of such Person’s total assets  is, on the date of determination, greater than such Person’s total liabilities (including  contingent and unliquidated liabilities) at such time;  (b) the fair value and present fair saleable value of such Person’s assets is  greater than the amount that will be required to pay such Person’s probable liability on its  existing debts as they become absolute and matured (“debts,” for this purpose, includes  all legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute,  fixed, or contingent);  (c) such Person is and shall continue to be able to pay all of its liabilities as  such liabilities mature; and  (d) such Person does not have unreasonably small capital with which to  engage in its current and in its anticipated business.  For purposes of this definition:  (i) the amount of a Person’s contingent or unliquidated liabilities at any time  shall be that amount which, in light of all the facts and circumstances then existing,  represents the amount which can reasonably be expected to become an actual or matured  liability;  (ii) the “fair value” of an asset shall be the amount which may be realized  within a reasonable time either through collection or sale of such asset at its regular  market value;  (iii) the “regular market value” of an asset shall be the amount which a capable  and diligent business person could obtain for such asset from an interested buyer who is  willing to purchase such asset under ordinary selling conditions; and  (iv) the “present fair saleable value” of an asset means the amount which can  be obtained if such asset is sold with reasonable promptness in an arm’s-length  transaction in an existing and not theoretical market.  “Specifically Reserved Dilution Amount” means for any Fiscal Month, an amount  (expressed as a positive value) computed on the last day of such Fiscal Month, equal to the  product of (a) two (2) (or such other amount as determined by the Administrator) and (b) the  greater of (i) the sum of the credits accrued for as a liability on each Originator’s books and  records in the ordinary course of business according to policies consistently applied related to  





 






Exhibit I-31  122351039\V-4  customer rebates during the most recent Fiscal Month, (ii) the sum of debits applied against the  liability on each Originator’s books and records in the ordinary course of business according to  policies consistently applied related to customer rebates during the most recent Fiscal Month and  (iii) the monthly average of amounts calculated in clause (i) above during the twelve (12) most  recent Fiscal Months.  “Spot Rate” means, for any currency (a) the rate determined by the Administrator for the  purchase of such currency with another currency as published on the applicable Bloomberg  screen page at or about 11:00 a.m. (London time) on the date two Business Days prior to the date  as of which the foreign exchange computation is made.  In the event that such rate does not  appear on the applicable Bloomberg screen page, the “Spot Rate” with respect to the purchase of  such currency with another currency shall be determined by reference to such other publicly  available service for displaying exchange rates as may be agreed upon by the Administrator and  the Servicer, or, (b) in the absence of such agreement, the rate determined by the Administrator  to be the rate quoted by the Administrator as the spot rate for the purchase by the Administrator  of the currency with another currency through is principal foreign exchange trading office at  approximately 11:00 a.m. on the date two (2) Business Days prior to the date as of the foreign  exchange computation is made; provided that Administrator may obtain such spot rate for  another financial institution designated by the Administrator if the Administrator does not have  as of such date of determination a spot buying rate for any such currency.  “Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s  Financial Services LLC business.  “Sub-Servicer” has the meaning set forth in Section 4.1(d) of this Agreement.  “Subsidiary” means, as to any Person, a corporation, partnership, limited liability  company or other entity of which shares of stock of each class or other interests having more  than 50% of the outstanding ordinary voting power (other than stock or other interests having  such power only by reason of the happening of a contingency) are at the time owned, or  management of which is otherwise controlled:  (a) by such Person, (b) by one or more  Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.  “Tangible Net Worth” means, with respect to any Person, the tangible net worth of such  Person as determined in accordance with GAAP.  “Taxes” means, with respect to any Person, any and all present or future taxes, charges,  fees, levies or other assessments (including income, gross receipts, profits, withholding, excise,  property, sales, use, value added, license, occupation and franchise taxes and including any  related interest, penalties or other additions) imposed by any jurisdiction or taxing authority  (whether foreign or domestic) under the laws of which such Person is organized.  “Term SOFR” shall mean, with respect to any amount to which Term SOFR Rate applies,  for any Yield Period, the interest rate per annum determined by the Administrator by dividing  (the resulting quotient rounded upwards, at the Administrator’s discretion, to the nearest 1/100th  of 1%) (A) the Term SOFR Reference Rate for a tenor comparable to such Yield Period, as such  rate is published by the Term SOFR Administrator on the day (the “Term SOFR Determination  





 






Exhibit I-32  122351039\V-4  Date”) that is two (2) Business Days prior to the first day of such Yield Period, by (B) a number  equal to 1.00 minus the SOFR Reserve Percentage.  If the Term SOFR Reference Rate for the  applicable tenor has not been published or replaced with a Benchmark Replacement by 5:00 p.m.  (Pittsburgh, Pennsylvania time) on the Term SOFR Determination Date, then the Term SOFR  Reference Rate, for purposes of clause (A) in the preceding sentence, shall be the Term SOFR  Reference Rate for such tenor on the first Business Day preceding such Term SOFR  Determination Date for which such Term SOFR Reference Rate for such tenor was published in  accordance herewith, so long as such first preceding Business Day is not more than three (3)  Business Days prior to such Term SOFR Determination Date.  If Term SOFR, determined as  provided above, would be less than the SOFR Floor, then Term SOFR shall be deemed to be the  SOFR Floor.  Term SOFR shall be adjusted automatically without notice to the Seller on and as  of (i) the first day of each Yield Period, and (ii) the effective date of any change in the SOFR  Reserve Percentage.  “Term SOFR Administrator” means CME Group Benchmark Administration Limited  (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the  Administrator in its reasonable discretion).  “Term SOFR Rate” means, with respect to Capital comprising any Portion of Capital to  which Term SOFR applies, a fluctuating interest rate per annum as shall be in effect from time to  time equal to (a) the SOFR Adjustment plus (b) Term SOFR.  “Term SOFR Rate Capital” means Capital that accrues Yield based on the Term SOFR  Rate.  “Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.  “Termination Day” means:  (a) each day on which the conditions set forth in Section 2 of  Exhibit II to this Agreement are not satisfied or (b) each day that occurs on or after the Facility  Termination Date.  “Termination Event” has the meaning specified in Exhibit V to this Agreement.  “Total Reserves” means, on any day, an amount equal to the sum of:  (a) the Yield  Reserve, plus (b) the greater of (i) the sum of the Loss Reserve plus the Dilution Reserve and (ii)  the sum of the Concentration Reserve plus the Minimum Dilution Reserve, plus (c) the EURO  Currency Volatility Reserve.  “Tranche Period” means with respect to any Portion of Capital that bears Discount at a  rate based on (a) the Term SOFR Rate or the Daily SOFR Rate, a period of one (1) month and  (b) Euro Amendment No. 1 Rate, a period of one (1) month, in both cases, as selected by the  Seller pursuant to Section 1.2 or 1.6(c).  Each Tranche Period shall commence on a Settlement  Date and end on (but not including) the Settlement Date occurring one calendar month thereafter,  as applicable, as selected by the Seller pursuant to Section 1.2 or 1.6(c); provided, however that  if the date any Funded Purchase made pursuant to Section 1.2 is not a Settlement Date, the initial  Tranche Period for such Funded Purchase shall commence on the date such Funded Purchase is  made pursuant to Section 1.2 and end on the next Settlement Date occurring after the day in the  applicable succeeding calendar month which corresponds numerically to the beginning day of  





 






Exhibit I-33  122351039\V-4  such initial Tranche Period; provided, further that if any Tranche Period would end after the  Facility Termination Date, such Tranche Period (including a period of one day) shall end on the  Facility Termination Date.  “Transaction Documents” means this Agreement, the Account Control Agreements, each  Purchaser Group Fee Letter, the Sale Agreement, the Performance Guaranty, the Company Notes  and all other certificates, instruments, reports, notices, agreements and documents executed,  delivered or filed under or in connection with this Agreement, in each case as the same may be  amended, restated, supplemented or otherwise modified from time to time in accordance with the  terms thereof.  “Transfer Supplement” has the meaning set forth in Section 6.3(c) of this Agreement.  “UCC” means the Uniform Commercial Code as from time to time in effect in the  applicable jurisdiction.  “Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement  excluding the related Benchmark Replacement Adjustment.  “Unmatured Purchase and Sale Termination Event” means any event which, with the  giving of notice or lapse of time, or both, would become a Purchase and Sale Termination Event  (other than a Purchase and Sale Termination Event that would occur solely as a result of an  occurrence described in clauses (a), (c), (d) or (e) of the definition of Facility Termination Date).  “Unmatured Termination Event” means an event that, with the giving of notice or lapse  of time, or both, would constitute a Termination Event (other than a Purchase and Sale  Termination Event occurring solely as a result of the occurrence of an event as described in  clause (a), (c), (d) or (e) of the definition of Facility Termination Date).  “U.S. Government Securities Business Day” means any day except for (a) a Saturday or  Sunday or (b) a day on which the Securities Industry and Financial Markets Association  recommends that the fixed income departments of its members be closed for the entire day for  purposes of trading in United States government securities.  “Volcker Rule” means Section 13 of the U.S. Bank Holding Company Act of 1956, as  amended, and the applicable rules and regulations thereunder.  “VWR” has the meaning set forth in the preamble to this Agreement.  “Weekly Report” means each report, in substantially the form of Annex A-2 to this  Agreement, furnished by or on behalf of the Servicer to the Administrator and each Purchase  Agent pursuant to this Agreement.  “Weekly Reporting Trigger” at any time, the Available Liquidity is less than  $200,000,000; provided that, in each case, a Weekly Reporting Trigger shall only be effective  upon Administrator’s declaration of the same.  





 






Exhibit I-34  122351039\V-4  “Yield Period” means (a) with respect to any Portion of Capital funded by the issuance of  Notes, (i) initially the period commencing on (and including) the date of the initial Purchase or  funding of such Portion of Capital and ending on (but not including) the next occurring  Settlement Date, and (ii) thereafter, each period commencing on (and including) the first day  after the last day included in the immediately preceding Yield Period for such Portion of Capital  and ending on (but not including) the next occurring Settlement Date; and (b) with respect to any  Portion of Capital not funded by the issuance of Notes, (i) initially the period commencing on  (and including) the date of the initial Purchase or funding of such Portion of Capital and ending  such number of days later (including a period of one day) as the Administrator (with the consent  or at the direction of the applicable Purchaser Agent) shall select, and (ii) thereafter, each period  commencing on the last day of the immediately preceding Yield Period for such Portion of  Capital and ending such number of days later (including a period of one day) as the  Administrator (with the consent or at the direction of the applicable Purchaser Agent) shall  select; provided, that  (i) any Yield Period (other than of one day) which would otherwise end on a  day which is not a Business Day shall be extended to the next succeeding Business Day;  provided, if Discount in respect of such Yield Period is computed by reference to the  Euro Amendment No. 1 Rate, the Term SOFR Rate or the or Daily SOFR Rate and such  Yield Period would otherwise end on a day which is not a Business Day, and there is no  subsequent Business Day in the same calendar month as such day, such Yield Period  shall end on the next preceding Business Day;  (ii) in the case of any Yield Period of one day, (A) if such Yield Period is the  initial Yield Period for a Purchase hereunder (other than a reinvestment), such Yield  Period shall be the day of such Purchase; (B) any subsequently occurring Yield Period  which is one day shall, if the immediately preceding Yield Period is more than one day,  be the last day of such immediately preceding Yield Period, and, if the immediately  preceding Yield Period is one day, be the day next following such immediately preceding  Yield Period; and (C) if such Yield Period occurs on a day immediately preceding a day  which is not a Business Day, such Yield Period shall be extended to the next succeeding  Business Day; and  (iii) in the case of any Yield Period for any Portion of Capital which  commences before the Facility Termination Date and would otherwise end on a date  occurring after the Facility Termination Date, such Yield Period shall end on such  Facility Termination Date and the duration of each Yield Period which commences on or  after the Facility Termination Date shall be of such duration as shall be selected by the  Administrator (with the consent or at the direction of the applicable Purchaser Agent).  “Yield Protection Fee” means, for any Yield Period, with respect to any Portion of  Capital, to the extent that (i) any payments are made by the Seller to the related Purchaser in  respect of such Capital hereunder prior to the applicable maturity date of any Notes or other  instruments or obligations used or incurred by such Purchaser to fund or maintain such Portion  of Capital or (ii) any failure by the Seller to borrow, continue or prepay any Portion of Capital on  the date specified in any Purchase Notice delivered pursuant to Section 1.2 of this Agreement,  the amount, if any, by which:  (a) the additional Discount related to such Portion of Capital that  





 






Exhibit I-35  122351039\V-4  would have accrued through the maturity date of such Notes or other instruments on the portion  thereof for which payments were received from the Seller (or with respect to which the Seller  failed to borrow such amounts), exceeds (b) the income, if any, received by such Purchaser from  investing the proceeds so received in respect of such Portion of Capital, as determined by the  applicable Purchaser Agent, which determination shall be binding and conclusive for all  purposes, absent manifest error.  “Yield Reserve” means, on any date, an amount (expressed as a percentage) equal to the  product of (a) the sum of (i) the Aggregate Capital plus (ii) the Adjusted LC Participation  Amount multiplied by (b) the Yield Reserve Percentage on such date.  “Yield Reserve Percentage” means, at any time the following amount:  )}DSO(5.1 360 )SFRBR{(   where:  BR = the Base Rate in effect at such time,  DSO = the Days’ Sales Outstanding, and  SFR = the Servicing Fee Rate.  2. Other Terms; Usage.  All accounting terms not specifically defined herein shall be  construed in accordance with GAAP.  All terms used in Article 9 of the UCC in the State of New  York, and not specifically defined herein, are used herein as defined in such Article 9.  Unless  the context otherwise requires, “or” means “and/or,” and “including” (and with correlative  meaning “include” and “includes”) means including without limiting the generality of any  description preceding such term.  





 






Exhibit II-1  122351039\V-4  EXHIBIT II  CONDITIONS TO PURCHASES  1. Conditions Precedent to Initial Purchase.  The initial Purchase under this  Agreement is subject to the conditions precedent that the Administrator and each Purchaser  Agent shall have received on or before the date of such Purchase, each in form and substance  (including the date thereof) reasonable satisfactory to the Administrator and each Purchaser  Agent the following:  (a) A counterpart of this Agreement and the other Transaction Documents duly  executed by the parties thereto.  (b) Copies of:  (i) the resolutions of the board of directors or board of managers of  each of the Parent, the Seller, the Originators and the Servicer authorizing the execution, delivery  and performance by the Seller, such Originator and the Servicer, as the case may be, of this  Agreement and the other Transaction Documents to which it is a party; (ii) all documents  evidencing other necessary corporate action and governmental approvals, if any, with respect to  this Agreement and the other Transaction Documents; and (iii) the organizational documents of  the Parent, the Seller, each Originator and the Servicer, in each case, certified by the Secretary or  Assistant Secretary of the applicable party and, in the case of good standing certificates,  certificates of qualification, certificate of formation or similar documents, the applicable  secretary of state.  (c) A certificate of the Secretary or Assistant Secretary of the Parent, the Seller, the  Originators and the Servicer certifying the names and true signatures of its officers who are  authorized to sign this Agreement and the other Transaction Documents to which it is a party.   Until the Administrator and each Purchaser Agent receives a subsequent incumbency certificate  from the Parent, the Seller, an Originator or the Servicer, as the case may be, the Administrator  and each Purchaser Agent shall be entitled to rely on the last such certificate delivered to it by  the Seller, such Originator or the Servicer, as the case may be.  (d) Proper financing statements that have been duly authorized and suitable for filing  under the UCC of all jurisdictions that the Administrator may deem reasonably necessary or  desirable in order to perfect the interests of the Seller and the Administrator (for the benefit of  the Purchasers) contemplated by this Agreement and the Sale Agreement.  (e) Acknowledgment copies, or time stamped receipt copies, of proper financing  statements, if any, duly filed on or before the Closing Date under the UCC of all jurisdictions  that the Administrator may deem reasonably necessary or desirable in order to terminate or  release all security interests and other rights of any Person in the Receivables, Contracts or  Related Security previously granted by the Originators or the Seller in any applicable secretary  of state UCC filing office.  (f) Completed UCC search reports from all applicable state jurisdictions, dated on or  shortly before the Closing Date, listing all financing statements filed with the secretary of state in  the applicable jurisdictions of organization, and that name VWR, the Originators or the Seller as  





 






Exhibit II-2  122351039\V-4  debtor, and similar search reports from all applicable jurisdictions with respect to judgment, tax,  ERISA and other liens as the Administrator may request, showing no Adverse Claims on any  Pool Assets (other than those which have been released as described in the preceding clause (e)).  (g) Favorable opinions, addressed to each Rating Agency, the Administrator, each  Purchaser, each Purchaser Agent and each Liquidity Provider, in form and substance reasonably  satisfactory to the Administrator and each Purchaser Agent, of Simpson Thacher & Bartlett LLP,  counsel for the Parent, the Seller, the Originators and the Servicer, and/or local or in-house  counsel for the Parent, the Seller, the Originators and the Servicer, covering such matters as the  Administrator or any Purchaser Agent may reasonably request, including, without limitation,  organizational and enforceability matters (including the Investment Company Act), true sale and  non-consolidation issues, certain bankruptcy matters, and certain UCC perfection and priority  matters (based on the search results referred to in clause (f) above and the officer’s certificate  referred to in clause (d) above).  (h) Satisfactory results of a review, field examination and audit (performed by  representatives of the Administrator) of the Servicer’s collection, operating and reporting  systems, the Credit and Collection Policy of each Originator, historical receivables data and  accounts, including satisfactory results of a review of the Servicer’s operating location(s) and  satisfactory review and approval of the Eligible Receivables in existence on the date of the initial  Purchase under this Agreement.  (i) An Information Package as of the last day of the most recently completed Fiscal  Month.  (j) Evidence of payment by the Seller of all accrued and unpaid fees (including those  contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and  payable on the date thereof, including any such costs, fees and expenses arising under or  referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.  (k) Good standing certificates with respect to each of the Parent, the Seller, the  Originators and the Servicer issued by the Secretary of State (or similar official) of the state of  each such Person’s organization or formation and principal place of business.  (l) To the extent required by each Conduit Purchaser’s commercial paper program,  letters from each of the rating agencies then rating such Conduit Purchaser’s Notes confirming  the rating of such Notes after giving effect to the transaction contemplated by this Agreement.  (m) A computer file containing all information with respect to the Receivables as the  Administrator or any Purchaser Agent may reasonably request.  (n) Such other approvals, opinions or documents as the Administrator or any  Purchaser Agent may reasonably request.  2. Conditions Precedent to All Funded Purchases, Reinvestments and Issuance of  Letters of Credit.  Each Funded Purchase, including the initial Funded Purchase (but excluding  any deemed Funded Purchase pursuant to Section 1.2(e)), reinvestment and issuance of any  Letters of Credit shall be subject to the further conditions precedent that:  





 






Exhibit II-3  122351039\V-4  (a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the  Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such  Purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the  Administrator and each Purchaser Agent, the most recent Weekly Report or Daily Report (if  applicable) and Information Package to reflect the level of the Aggregate Capital, the LC  Participation Amount and Total Reserves and the calculation of the Purchased Interest after such  subsequent Purchase or issuance, as the case may be, and a completed Purchase Notice in the  form of Annex B; and  (b) on the date of such Funded Purchase, reinvestment or issuance, as the case may  be, the following statements shall be true (and acceptance of the proceeds of such Funded  Purchase, reinvestment or issuance shall be deemed a representation and warranty by the Seller  that such statements are then true):  (i) the representations and warranties contained in Exhibit III to this  Agreement are true and correct in all material respects (unless such representation or  warranty contains a material qualification and, in such case, such representation and  warranty shall be true and correct as made) on and as of the date of such Funded  Purchase, reinvestment or issuance, as the case may be, as though made on and as of such  date except for representations and warranties which apply as to an earlier date (in which  case such representations and warranties shall be true and correct as of such earlier date);  (ii) no event has occurred and is continuing, or would result from such Funded  Purchase, reinvestment or issuance, as the case may be, that constitutes a Termination  Event or an Unmatured Termination Event;  (iii) the sum of the Aggregate Capital plus the LC Participation Amount, after  giving effect to any such Funded Purchase, reinvestment or issuance, as the case may be,  shall not be greater than the Purchase Limit, and the Purchased Interest shall not exceed  100%; and  (iv) the Facility Termination Date has not occurred.  





 






Exhibit III-1  122351039\V-4  EXHIBIT III  REPRESENTATIONS AND WARRANTIES  1. Representations and Warranties of the Seller.  The Seller represents and warrants  to the Administrator, each Purchaser Agent and each Purchaser as of the date of execution of this  Agreement that:  (a) Existence and Power.  The Seller is a limited liability company duly formed,  validly existing and in good standing under the laws of Delaware, and has all organizational  power and all governmental licenses, authorizations, consents and approvals required to carry on  its business in each jurisdiction in which its business is conducted unless the failure to have such  power, authority, licenses, authorizations consents of approvals could not be reasonably expected  to have a Seller Material Adverse Effect.  (b) Company and Governmental Authorization, Contravention.  The execution,  delivery and performance by the Seller of this Agreement and each other Transaction Document  to which it is a party including the use of the proceeds of purchases and reinvestments:  (i) are  within the Seller’s organizational powers, (ii) have been duly authorized by all necessary  organizational action, (iii) require no authorization, approval or other action by or in respect of,  and no notice to or filing with (other than the filing of UCC financing statements and  continuation statements and any authorizations, approvals or other actions made or obtained on  or prior to the date hereof), any Governmental Authority or other Person except where the failure  to obtain such authorization, approval or other action or make such notice or filing could not  reasonably be expected to have a Seller Material Adverse Effect, and (iv) do not (A) contravene,  or constitute a default under, any provision of (1) applicable law or regulation in any material  respect or (2) the organizational documents of the Seller or (3) any agreement, judgment, award,  injunction, order, writ, decree or other instrument binding upon the Seller or its property except  as would not be reasonably expected to result in a Seller Material Adverse Effect or (B) result in  the creation or imposition of any lien (other than liens in favor of the Seller and the  Administrator under the Transaction Documents) on assets of the Seller.  This Agreement and  the other Transaction Documents to which the Seller is a party have been duly executed and  delivered by the Seller.  (c) Binding Effect of Agreement.  Each of this Agreement and each other Transaction  Document to which it is a party constitutes the legal, valid and binding obligations of the Seller  enforceable against the Seller in accordance with its respective terms, except as such  enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws  affecting the enforcement of creditors’ rights generally and by general principles of equity,  regardless of whether enforceability is considered in a proceeding in equity or at law.  (d) Accuracy of Information.  All written information (other than projections, forward  looking statements, budgets, estimates and general market data) heretofore furnished by the  Seller to the Administrator or any Purchaser Agent pursuant to or in connection with this  Agreement or any other Transaction Document or any transaction contemplated hereby or  thereby is, and all such information hereafter furnished by the Seller to the Administrator or any  Purchaser Agent in writing pursuant to this Agreement or any Transaction Document will be,  





 






Exhibit III-2  122351039\V-4  true and accurate in all material respects on the date such information is stated or certified (when  taken as a whole and as modified or supplemented by other information provided or publicly  available in periodic and other reports, proxy statements and other materials filed by the  Originators and their Affiliates with the Securities and Exchange Commission) and will not  contain any material misstatement of fact or omit to state a material fact necessary to make the  statements contained therein, in the light of the circumstances in which they were made not  materially misleading (when taken as a whole and as modified or supplemented by other  information provided or publicly available in period and other reports, proxy statements and  other materials filed by the Originators and their Affiliates with the Securities and Exchange  Commission).  (e) Actions, Suits and Proceedings.  There are no actions, suits or proceedings  pending or, to the best of the Seller’s knowledge, threatened against the Seller or its properties,  in or before any court, arbitrator or governmental body.  The Seller is not in default with respect  to any order of any court, arbitrator or governmental body.  (f) Accuracy of Exhibits; Collection Account Arrangements.  The names and  addresses of all the Collection Account Banks together with the account numbers of the  Collection Accounts at such Collection Account Banks, are specified in Schedule II to this  Agreement (or at such other Collection Account Banks and/or with such other Collection  Accounts as have been notified to the Administrator), and all Collection Accounts are subject to  Account Control Agreements.  All information on each Exhibit, Schedule or Annex to this  Agreement or the other Transaction Documents (as updated by the Seller from time to time) is  true and complete.  The Seller has delivered a copy of all Account Control Agreements to the  Administrator.  The Seller has not granted any interest in any Collection Account (or any related  lock-box or post office box) to any Person other than the Administrator and, upon delivery to a  Collection Account Bank of the related Account Control Agreement, the Administrator will have  exclusive ownership and control of the Collection Account at such Collection Account Bank.  (g) No Seller Material Adverse Effect, Unmatured Termination Event or Termination  Event.  Since the date of organization of the Seller as set forth in its certificate of formation,  there has been no Seller Material Adverse Effect.  No event has occurred and is continuing or  would be reasonably likely to result from a Purchase in respect of the Purchased Interest or from  the application of the proceeds therefrom, that constitutes a Termination Event or an Unmatured  Termination Event.  (h) Names and Location.  The Seller has not used any company names, trade names  or assumed names other than its name set forth on the signature pages of this Agreement.  The  Seller is “located” (as defined in the UCC) in Delaware.  The office where the Seller keeps its  records concerning the Receivables is at the address set forth below its signature to this  Agreement.  (i) Margin Stock, No Fraudulent Conveyance.  The Seller is not engaged in the  business of extending credit for the purpose of purchasing or carrying margin stock (within the  meaning of Regulations T, U and X, as issued by the Federal Reserve Board), and no proceeds of  any Purchase will be used to purchase or carry any margin stock or to extend credit to others for  the purpose of purchasing or carrying any margin stock.  No Purchase hereunder constitutes a  





 






Exhibit III-3  122351039\V-4  fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy  of insolvency laws or is otherwise void or voidable under such or similar laws or principles or  for any other reason.  (j) Eligible Receivables.  Each Pool Receivable included as an Eligible Receivable in  the calculation of the Net Receivables Pool Balance is, as of the date of such calculation, an  Eligible Receivable.  (k) Credit and Collection Policy.  The Seller has complied in all material respects  with the Credit and Collection Policy of each Originator with regard to each Receivable  originated by such Originator and the related Contract.  (l) Investment Company Act; Volcker Rule.  The Seller (i) is not and will not  become as a result of the transactions contemplated by the Transaction Documents, an  “investment company,” or a company “controlled” by an “investment company,” within the  meaning of the Investment Company Act and (ii) is not a “covered fund” under the Volcker  Rule.  In determining that the Seller is not a “covered fund”, the Seller is entitled to rely on the  exemption from the definition of “investment company” set forth in Section 3(c)(5) of the  Investment Company Act.  (m) Compliance with Transaction Documents.  The Seller has complied in all material  respects with all of the terms, covenants and agreements contained in this Agreement and the  other Transaction Documents to which it is a party and that are applicable to it.  (n) Taxes.  The Seller has filed or caused to be filed all U.S. federal income tax  returns and all other material returns, statements, forms and reports for taxes, domestic or  foreign, required to be filed by it and has paid or has made adequate provision for payment of all  taxes payable by it which have become due or any assessments made against it or any of its  property and all other material taxes, fees or other charges imposed on it or any of its property by  any Governmental Authority other than, in each case, (i) any taxes or assessments that are being  contested in good faith and by appropriate proceedings diligently conducted, and for which  adequate reserves have been set aside in accordance with GAAP, or (ii) to the extent that the  failure to do so could not reasonably be expected to result in a Seller Material Adverse Effect.  (o) Compliance with Applicable Laws.  The Seller is in compliance with the  requirements of all applicable laws, rules, regulations and orders of all Governmental Authorities  except to the extent that the failure to comply could not be reasonably expected to have a Seller  Material Adverse Effect.  (p) Anti-Money Laundering/International Trade Law.  Based on the knowledge of the  Seller, and after reasonable inquiry, no Covered Entity is a Sanctioned Person.  Based on the  knowledge of the Seller, and after reasonable inquiry, no Covered Entity (i) has any of its assets  in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in  violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income  from investments in or transactions with, any Sanctioned Country or Sanctioned Person in  violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited  by any Anti-Terrorism Law.  





 






Exhibit III-4  122351039\V-4  (q) Certificate of Beneficial Ownership.  The Certificate of Beneficial Ownership  executed and delivered to Administrator and Purchasers for the Seller on or prior to the date of  this Agreement, as updated from time to time in accordance with this Agreement, is accurate,  complete and correct as of the date hereof and as of the date any such update is delivered.  2. Representations and Warranties of the Servicer.  The Servicer represents and  warrants to the Administrator, each Purchaser Agent and each Purchaser as of the date of  execution of this Agreement that:  (a) Existence and Power.  The Servicer is a limited liability company duly formed,  validly existing and in good standing under the laws of its state of organization, and has all  limited liability company power and authority and all governmental licenses, authorizations,  consents and approvals required to carry on its business in each jurisdiction in which its business  is conducted unless the failure to have such power, authority, licenses, authorizations consents of  approvals would not be reasonably expected to have a Material Adverse Effect.  (b) Company and Governmental Authorization, Contravention.  The execution,  delivery and performance by the Servicer of this Agreement and each other Transaction  Document to which it is a party including the use of the proceeds of purchase and reinvestment:   (i) are within the Servicer’s organizational powers, (ii) have been duly authorized by all  necessary organizational action, (iii) require no authorization, approval or other action by or in  respect of, and no notice to or filing with, any Governmental Authority or other Person (other  than any authorizations, approvals or other actions made or obtained on or prior to the date  hereof) except where the failure to obtain such authorization, approval or other action or make  such notice or filing could not reasonably be expected to have a Material Adverse Effect, and  (iv) do not (A) contravene, or constitute a default under, any provision of (1) applicable law or  regulation except as would not be reasonably expected to result in a Material Adverse Effect, (2)  the organizational documents of the Servicer in any material respect or (3) any judgment, award,  injunction, order, writ, or decree or agreement or other instrument binding upon the Servicer or  its property except as would not be reasonably expected to result in a Material Adverse Effect or  (B) result in the creation or imposition of any lien (other than in favor of the Seller and the  Administrator under the Transaction Documents) on assets of the Servicer or any of its  Subsidiaries.  This Agreement and the other Transaction Documents to which the Servicer is a  party have been duly executed and delivered by the Servicer.  (c) Binding Effect of Agreement.  This Agreement and each other Transaction  Document to which it is a party constitute the legal, valid and binding obligations of the Servicer  enforceable against the Servicer in accordance with its terms, except as such enforceability may  be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the  enforcement of creditors’ rights generally and by general principles of equity, regardless of  whether enforceability is considered in a proceeding in equity or at law.  (d) Accuracy of Information.  All written information (other than projections, forward  looking statements, budgets, estimates and general market data) heretofore furnished by the  Servicer to the Administrator or any Purchaser Agent pursuant to or in connection with this  Agreement or any other Transaction Document or any transaction contemplated hereby or  thereby is, and all such information hereafter furnished by the Servicer to the Administrator or  





 






Exhibit III-5  122351039\V-4  any Purchaser Agent in writing pursuant to this Agreement or any other Transaction Document  will be, true and accurate in all material respects on the date such information is stated or  certified (when taken as a whole and as modified or supplemented by other information provided  or publicly available in periodic and other reports, proxy statements and other materials filed by  the Servicer or its Affiliates with the Securities and Exchange Commission) and will not contain  any material misstatement of fact or omit to state a material fact necessary to make the  statements contained therein, in the light of the circumstances in which they were made not  materially misleading (when taken as a whole and as modified or supplemented by other  information provided or publicly available in periodic and other reports, proxy statements and  other materials filed by the Servicer or its Affiliates with the Securities and Exchange  Commission).  (e) Actions, Suits and Proceedings.  Except as set forth in Schedule III or as  otherwise disclosed in its publicly available SEC filings, there are no actions, suits or  proceedings pending or, to the best of the Servicer’s knowledge, threatened against the Servicer  or its properties, in or before any court, arbitrator or governmental body, which is reasonably  likely to be adversely determined and would reasonably be expected to have a Material Adverse  Effect.  (f) No Material Adverse Effect, Unmatured Termination Event or Termination  Event.  Since the date of the financial statements described in Section 2(i) below, there has been  no Material Adverse Effect.  No event has occurred and is continuing or would be reasonably  likely to result from a Purchase in respect of the Purchased Interest or from the application of the  proceeds therefrom, that constitutes a Termination Event or an Unmatured Termination Event.  (g) Credit and Collection Policy.  The Servicer has complied in all material respects  with the Credit and Collection Policy of each Originator with regard to each Receivable  originated by such Originator and the related Contract.  (h) Investment Company Act.  The Servicer is not and will not become as a result of  the transactions contemplated by the Transaction Documents, an “investment company,” or a  company “controlled” by an “investment company,” within the meaning of the Investment  Company Act.  (i) Financial Information.  The balance sheets of the Parent and its consolidated  Subsidiaries at December 31, 2019, and the related statements of income and retained earnings  for the Fiscal Quarter then ended, copies of which have been made publicly available, fairly  present in all material respects the financial condition of the Parent and its consolidated  Subsidiaries at such date and the results of the operations of the Parent and its consolidated  Subsidiaries for the period ended on such date, all in accordance with GAAP.  (j) Compliance with Transaction Documents.  The Servicer has complied in all  material respects with all terms, covenants and agreements contained in this Agreement and the  other Transaction Documents to which it is a party and that are applicable to it.  (k) Taxes.  The Servicer has filed or caused to be filed all U.S. federal income tax  returns and all other material returns, statements, forms and reports for taxes, domestic or  





 






Exhibit III-6  122351039\V-4  foreign, required to be filed by it and has paid or has made adequate provision for payment of all  taxes payable by it which have become due or any assessments made against it or any of its  property and all other material taxes, fees or other charges imposed on it or any of its property by  any Governmental Authority other than, in each case, (i) any taxes or assessments that are being  contested in good faith and by appropriate proceedings diligently conducted, and for which  adequate reserves have been set aside in accordance with GAAP, or (ii) to the extent that the  failure to do so could not reasonably be expected to result in a Material Adverse Effect.  (l) Compliance with Applicable Laws.  The Servicer is in compliance with the  requirements of all applicable laws, rules, regulations and orders of all Governmental Authorities  except to the extent that the failure to comply could not be reasonably expected to have a  Material Adverse Effect.  (m) Anti-Money Laundering/International Trade Law.  Based on the knowledge of the  Servicer, and after reasonable inquiry, no Covered Entity is a Sanctioned Person.  Based on the  knowledge of the Servicer, and after reasonable inquiry, no Covered Entity (i) has any of its  assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in  violation of any Anti-Terrorism Law; (ii) does business in or with, or derives any of its income  from investments in or transactions with, any Sanctioned Country or Sanctioned Person in  violation of any Anti-Terrorism Law; or (iii) engages in any dealings or transactions prohibited  by any Anti-Terrorism Law.  3. Representations, Warranties and Agreements Relating to the Security Interest.   The Seller hereby makes the following representations, warranties and agreements with respect  to the Receivables and Related Security as of the date of execution of this Agreement:  (a) The Receivables.  (i) Creation.  This Agreement creates a valid and continuing security interest  (as defined in the applicable UCC) in the Pool Receivables in favor of the Administrator  (for the benefit of the Purchasers), which security interest is prior to all other Adverse  Claims (other than Permitted Liens), and is enforceable as such as against creditors of  and purchasers from the Seller.  (ii) Nature of Receivables.  The Pool Receivables constitute either “accounts”,  “general intangibles” or “tangible chattel paper” within the meaning of the applicable  UCC.  (iii) Ownership of Receivables.  The Seller owns and has good and marketable  title to the Pool Receivables that are Eligible Receivables and Related Security free and  clear of any Adverse Claim (other than Permitted Liens arising after the date such Pool  Receivables became Pool Receivables and any Adverse Claims that constitute Ineligible  Amounts).  (iv) Perfection and Related Security.  The Seller has caused the filing of all  appropriate financing statements in the proper filing office in the appropriate jurisdictions  under applicable law in order to perfect the sale of the Receivables and Related Security  from the applicable Originator to the Seller pursuant to the Sale Agreement, and the sale  





 






Exhibit III-7  122351039\V-4  and security interest therein from the Seller to the Administrator under this Agreement, to  the extent that such collateral constitutes “accounts,” “general intangibles,” or “tangible  chattel paper” each within the meaning of the applicable UCC.  (v) Tangible Chattel Paper.  With respect to any Pool Receivables that  constitute “tangible chattel paper” (within the meaning of the applicable UCC), if any,  the Seller (or the Servicer on its behalf) has in its possession the original copies of such  tangible chattel paper that constitute or evidence such Receivables, and the Seller has  caused (and will cause the applicable Originator to cause), within ten (10) days after the  Closing Date, the filing of financing statements described in clause (iv) above, each of  which will contain a statement that: “A purchase of, or security interest in, any collateral  described in this financing statement will violate the rights of the Administrator” or  similar words to that effect.  The Receivables to the extent they are evidenced by  “tangible chattel paper” do not have any marks or notations indicating that they have  been pledged, assigned or otherwise conveyed to any Person other than the Seller or the  Administrator.  (b) The Collection Accounts.  (i) Nature of Accounts.  Each Collection Account constitutes a “deposit  account” within the meaning of the applicable UCC.  (ii) Ownership.  The Seller owns and has good and marketable title to the  Collection Accounts free and clear of any Adverse Claim (other than the Liens created  pursuant to the Transaction Documents).  (iii) Perfection.  The Seller has delivered to the Administrator a fully executed  Account Control Agreement relating to each Collection Account, pursuant to which each  applicable Collection Account Bank, respectively, has agreed, following the delivery of a  notice of control by the Administrator, to comply with all instructions originated by the  Administrator (on behalf of the Purchasers) directing the disposition of funds in such  Collection Account without further consent by the Seller or the Servicer.  (c) Priority.  (i) Other than the transfer of the Receivables to the Seller and the  Administrator under the Sale Agreement and this Agreement, respectively, and/or the  security interest granted to the Seller and the Administrator pursuant to the Sale  Agreement and this Agreement, respectively, neither the Seller nor any Originator has  pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the  Receivables transferred or purported to be transferred under the Transaction Documents,  the Collection Accounts or any subaccount thereof, except for any such pledge, grant or  other conveyance which has been released or terminated.  Neither the Seller nor any  Originator has authorized the filing of, or is aware of any financing statements against  either the Seller or such Originator that include a description of Receivables transferred  or purported to be transferred under the Transaction Documents, the Collection Accounts  or any subaccount thereof, other than any financing statement (i) relating to the sale  





 






Exhibit III-8  122351039\V-4  thereof by such Originator to the Seller under the Sale Agreement, (ii) relating to the  security interest granted to the Administrator under this Agreement, or (iii) that has been  released or terminated.  (ii) The Seller is not aware of any judgment, ERISA or tax lien filings against  either the Seller, the Servicer or any Originator, other than any judgment, ERISA or tax  lien filing that (A) has not been outstanding for greater than thirty (30) days from the  earlier of such Person’s knowledge or notice thereof, (B) is less than $250,000 and (C)  does not otherwise give rise to a Termination Event under clause (k) of Exhibit V to this  Agreement.  (iii) The Collection Accounts are not in the name of any person other than the  Seller or the Administrator.  Neither the Seller nor the Servicer has consented to any bank  maintaining such account to comply with instructions of any person other than the  Administrator and, prior to the occurrence and continuation of a Termination Event and  the delivery of a notice of control by the Administrator, the Servicer.  (d) Survival of Supplemental Representations.  Notwithstanding any other provision  of this Agreement or any other Transaction Document, the representations contained in this  Section 3 shall be continuing, and remain in full force and effect until such time as the Purchased  Interest and all other obligations under this Agreement have been finally and fully paid and  performed.  (e) Servicer to Cooperate with Administrator to Maintain Perfection and Priority.  In  order to evidence the interests of the Administrator under this Agreement, the Servicer shall from  time to time take such action or execute and deliver such instruments as may be necessary  (including, without limitation, such actions as are reasonably requested by the Administrator or  any Purchaser Agent) to maintain and perfect, as a first-priority interest, the Administrator’s  security interest in the Receivables, Related Security and Collections.  The Servicer shall, from  time to time and within the time limits established by law, prepare and present to the  Administrator for the Administrator’s authorization and approval, all financing statements,  amendments, continuations or initial financing statements in lieu of a continuation statement, or  other filings necessary to continue, maintain and perfect the Administrator’s security interest as a  first-priority interest.  The Administrator’s approval of such filings shall authorize the Servicer to  file such financing statements under the UCC without the signature of the Seller, any Originator  or the Administrator where allowed by applicable law.  Notwithstanding anything else in the  Transaction Documents to the contrary, the Servicer shall not have any authority to file a  termination, partial termination, release, partial release, or any amendment that deletes the name  of a debtor or excludes collateral of any such financing statements, without the prior written  consent of the Administrator, until such time as the latest of (i) the Facility Termination Date, (ii)  the date on which no Capital of or Discount in respect of the Purchased Interest shall be  outstanding and an amount equal to (A) the amount necessary to reduce the Adjusted LC  Participation Amount to zero ($0 and/or €0, as applicable) and (B) an amount equal to the LC  Fee Expectation has been deposited in the LC Collateral Account or all Letters of Credit have  expired, and (iii) the date all amounts owed by the Seller under this Agreement to any Purchaser,  any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person  shall be paid in full.  





 






Exhibit III-9  122351039\V-4  4. Ordinary Course of Business.  Each of the Seller and the Purchasers represents  and warrants, as to itself, that each remittance of Collections by or on behalf of the Seller to the  Purchasers under this Agreement will have been (i) in payment of a debt incurred by the Seller in  the ordinary course of business or financial affairs of the Seller and the Purchasers and (ii) made  in the ordinary course of business or financial affairs of the Seller and the Purchasers.  5. Reaffirmation of Representations and Warranties.  On the date of each Purchase  and/or reinvestment hereunder, and on the date each Information Package or other report is  delivered to the Administrator, any Purchaser Agent or any Purchaser hereunder, the Seller and  the Servicer, by accepting the proceeds of such Purchase or reinvestment and/or the provision of  such information or report, shall each be deemed to have certified that (i) all representations and  warranties of the Seller and the Servicer, as applicable, described in this Exhibit III, as from time  to time amended in accordance with the terms hereof, are correct in all material respects (unless  such representation or warranty contains a material qualification and, in such case, such  representation or warranty shall be true and correct as made) on and as of such day as though  made on and as of such day, except for representations and warranties which apply as to an  earlier date (in which case such representations and warranties shall be true and correct as of  such date), and (ii) no event has occurred or is continuing, or would result from any such  Purchase, which constitutes a Termination Event or an Unmatured Termination Event.  





 






Exhibit IV-1  122351039\V-4  EXHIBIT IV  COVENANTS  1. Covenants of the Seller.  At all times from the date hereof until the latest of (i) the  Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of the  Purchased Interest shall be outstanding and an amount equal to (A) the amount necessary to  reduce the Adjusted LC Participation Amount to zero ($0 and/or zero €0, as applicable) and (B)  an amount equal to the LC Fee Expectation has been deposited in the LC Collateral Account or  all Letters of Credit have expired or been cancelled, and (iii) the date all amounts owed by the  Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any  other Indemnified Party or Affected Person shall be paid in full (other than indemnities and  reimbursements that expressly survive the termination of this Agreement):  (a) Financial Reporting.  The Seller will maintain a system of accounting established  and administered in accordance with GAAP, and the Seller (or the Servicer on its behalf) shall  furnish to the Administrator and each Purchaser Agent:  (i) Annual Reporting.  Promptly upon completion and in no event later than  ninety (90) days after the close of each Fiscal Year of the Seller, annual unaudited  financial statements of the Seller certified by a designated financial or other officer of the  Seller.  (ii) Information Packages, Weekly Reports and Daily Reports.  As soon as  available and in any event not later than two (2) Business Days prior to the Settlement  Date, an Information Package as of the last day of the most recently completed Fiscal  Month.  During a Weekly Reporting Trigger, as soon as available and in any event not  later than the second Business Day of each week, a Weekly Report of the most recently  completed week.  During a Daily Reporting Trigger or upon the occurrence and  continuation of a Termination Event and the election of the Administrator to cause the  Settlement Date to occur more frequently than weekly, on such Settlement Date, a Daily  Report.  (iii) Shareholders Statements and Reports and SEC Filings.  Promptly upon the  furnishing thereof to the shareholders of the Seller copies of all financial statements,  reports and proxy statements so furnished.  (iv) Delivery of Financial Information.  Promptly upon the filing thereof,  copies of all registration statements and annual, quarterly, monthly or other regular  reports which the Seller files with the SEC.  (v) Copies of Notices.  Promptly upon its receipt of any notice, request for  consent, financial statements, certification, report or other communication under or in  connection with any Transaction Document from any Person other than the Administrator  or any Purchaser Agent, copies of the same.  (vi) Change in Credit and Collection Policy.  (A) At least thirty (30) days prior  to the effectiveness of any change in or amendment to any Credit and Collection Policy  





 






Exhibit IV-2  122351039\V-4  as described in the first sentence of Section 1(i) of Exhibit IV, notice of such change or  amendment.  (vii) Other Information.  Such other information (including non-financial  information) as the Administrator or any Purchaser Agent may from time to time  reasonably request (other than (i) information restricted by a customary third party  confidentiality agreement and (ii) other information (x) in respect of which disclosure to  the Administrator, or any Purchaser (or their respective representatives or contractors)) is  prohibited by applicable law or (y) that is subject to attorney client or similar privilege or  constitutes attorney work-product), within a reasonable time after such request is  received.  (b) Notices.  The Seller will notify the Administrator and each Purchaser Agent in  writing of any of the following events promptly upon (but in no event later than three (3)  Business Days after) a financial or other officer learning of the occurrence thereof, with such  notice describing the same, and if applicable, the steps being taken by the Person(s) affected with  respect thereto:  (i) Notice of Termination Events or Unmatured Termination Events.  A  statement of the chief financial officer or chief accounting officer of the Seller setting  forth details of any Termination Event or Unmatured Termination Event.  (ii) Judgments and Proceedings.  (A)(1) The entry of any judgment or decree  against VWR or any other Originator if the aggregate amount of all judgments and  decrees then outstanding against such Person and its Subsidiaries, as the case may be,  exceeds $200,000,000 after deducting (I) the amount with respect to which such Person  or any such Subsidiary, as the case may be, is insured and with respect to which the  insurer has assumed responsibility in writing, and (II) the amount for which such Person  or any such Subsidiary, as the case may be, is otherwise indemnified if the terms of such  indemnification are reasonably satisfactory to the Administrator and (2) the institution of  any litigation, arbitration proceeding or governmental proceeding against VWR or any  other Originator which is reasonably likely to be adversely determined and, individually  or in the aggregate, could reasonably be expected to have a Seller Material Adverse  Effect; and (B) the entry of any judgment or decree or the institution of any litigation,  arbitration proceeding or governmental proceeding against the Seller.  (iii) Representations and Warranties.  The failure of any representation or  warranty to be true (when made or at any time thereafter) with respect to the Pool  Receivables (taken as a whole) in all material respects (unless such representation or  warranty contains a material qualification and, in such case, such representation or  warranty shall be true and correct as made).  (iv) Notice of Purchase and Sale Termination Event.  The occurrence of a  Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination  Event.  





 






Exhibit IV-3  122351039\V-4  (v) Defaults under Other Agreements.  The occurrence of a default or an event  of default under any agreement governing material Indebtedness pursuant to which any of  the Servicer, the Seller or any Originator is a debtor or an obligor, which could  reasonably be expected to have a Seller Material Adverse Effect.  (vi) Notices under Sale Agreement.  Copies of all notices delivered under the  Sale Agreement.  (vii) Adverse Claim.  (A) Any Person shall obtain an Adverse Claim (other  than a Permitted Lien) upon the Pool Receivables or Collections with respect thereto, (B)  any Person other than the Seller, the Servicer or the Administrator shall obtain any rights  or direct any action with respect to any Collection Account (or related lock-box or post  office box) or (C) any Obligor shall receive any change in payment instructions with  respect to Pool Receivable(s) from a Person other than the Servicer or the Administrator.  (viii) Name Changes.  At least thirty (30) days before any change in the Seller’s  name or any other change requiring the amendment of UCC financing statements, a  notice setting forth such changes and the effective date thereof.  (ix) Seller Material Adverse Effect.  Promptly after the occurrence thereof,  notice of any event having a Seller Material Adverse Effect.  (c) Conduct of Business.  The Seller will carry on and conduct its business in  substantially the same manner and in substantially the same fields of enterprise as it is presently  conducted and will do all things necessary to remain duly organized, validly existing and in good  standing as an entity in its jurisdiction of organization and maintain all requisite authority to  conduct its business in each jurisdiction in which its business is conducted, in each case, other  than could reasonably be expected to have a Seller Material Adverse Effect.  (d) Compliance with Laws.  The Seller will comply with all laws, rules, regulations,  orders, writs, judgments, injunctions, decrees or awards to which it may be subject if the failure  to comply could reasonably be expected to have a Seller Material Adverse Effect.  (e) Furnishing of Information and Inspection of Receivables.  The Seller will furnish  to the Administrator and each Purchaser Agent from time to time such information with respect  to the Pool Receivables as the Administrator or such Purchaser Agent may reasonably request.   The Seller will, at the Seller’s expense, at any time during regular business hours with reasonable  prior written notice (i) permit the Administrator or any Purchaser Agent, or their respective  agents or representatives, (A) to examine and make copies of and abstracts from all books and  records relating to the Pool Receivables or other Pool Assets and (B) to visit the offices and  properties of the Seller for the purpose of examining such books and records, and to discuss  matters relating to the Pool Receivables, other Pool Assets or the Seller’s performance hereunder  or under the other Transaction Documents to which it is a party with any of the officers or  employees of the Seller (provided that representatives of the Seller are present during such  discussions) having knowledge of such matters (each such visit, a “Seller Review”); provided,  that so long as no Termination Event has occurred and is continuing such examinations and visits  shall not exceed one (1) per year and (ii) without limiting the provisions of clause (i) above, from  





 






Exhibit IV-4  122351039\V-4  time to time during regular business hours, at the Seller’s expense, upon reasonable prior written  notice from the Administrator and the Purchaser Agents, permit certified public accountants or  other auditors acceptable to the Administrator to conduct a review of its books and records with  respect to the Pool Receivables; provided, that so long as no Termination Event has occurred and  is continuing, the Seller shall be required to reimburse the Administrator and Purchaser Agents  for only one (1) such audit per year.  For the avoidance of doubt, the Administrator may require  examinations and audits in addition to the examinations and audits specified in clause (i) and  clause (ii) above, but the expense of any such additional examination or audit shall be borne by  the Administrator and not the Seller.  (f) Payments on Receivables, Accounts.  The Seller will, and will cause each  Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a  Collection Account.  If any such payments or other Collections are received by the Seller or an  Originator, it shall hold such payments in trust for the benefit of the Administrator and the  Purchasers and promptly (but in any event within two (2) Business Days after receipt) remit such  funds into a Collection Account.  The Seller will cause each Collection Account Bank to comply  with the terms of each applicable Account Control Agreement.  The Seller will not permit the  funds other than Collections on Pool Receivables and other Pool Assets to be deposited into any  Collection Account.  If such funds are nevertheless deposited into any Collection Account, the  Seller will promptly identify such funds for segregation.  The Seller will not, and will not permit  the Servicer, any Originator or other Person to, commingle Collections or other funds to which  the Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds.  The  Seller shall only add or replace, and shall only permit an Originator to add or replace, a  Collection Account Bank (or the related lock-box or post office box) or Collection Account to  those listed on Schedule II to this Agreement if the Administrator has received notice of such  addition or replacement, a copy of any new Account Control Agreement and an executed and  acknowledged copy of an Account Control Agreement in form and substance acceptable to the  Administrator from any such new Collection Account Bank.  The Seller shall only terminate a  Collection Account Bank or close a Collection Account (or the related lock-box or post office  box), upon thirty (30) days’ prior notice to and with the prior written consent of the  Administrator.  (g) Sales, Liens, etc.  Except as otherwise provided herein, the Seller will not sell,  assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any  Adverse Claim (other than Permitted Liens and Adverse Claims constituting Ineligible Amounts)  upon (including, without limitation, the filing of any financing statement) or with respect to, any  Pool Receivable or other Pool Asset or its membership interests, or assign any right to receive  income in respect thereof other than the Liens created pursuant to the Transaction Documents.  (h) Extension or Amendment of Pool Receivables.  Except as otherwise permitted in  Section 4.2(a) of this Agreement, the Seller will not extend, amend or otherwise modify the  terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material  respect, the provisions of any Contract related thereto, other than in accordance with the  applicable Credit and Collection Policy.  The Seller shall at its expense, timely and fully perform  and comply with all material provisions, covenants and other promises required to be observed  by it under the Contracts related to the Pool Receivables, and timely and fully comply in all  





 






Exhibit IV-5  122351039\V-4  material respects with the Credit and Collection Policy with regard to each Receivable and the  related Contract.  (i) Change in Business.  The Seller will not (i) make any material change in the  character of its business, which change would materially and adversely impair the collectability  of the Pool Receivables taken as a whole or (ii) make any change in any Credit and Collection  Policy that could reasonably be expected to materially adversely affect the collectability of the  Pool Receivables taken as a whole, the credit quality of the Pool Receivables, taken as a whole,  the enforceability of the Contracts, taken as a whole, or its ability to perform its obligations  under the Contracts, taken as a whole, or the Transaction Documents, in the case of either  clause (i) or (ii) above, without the prior written consent of the Administrator.  (j) Fundamental Changes.  The Seller shall not, without the prior written consent of  the Administrator and the Majority Purchaser Agents, permit itself (i) to merge or consolidate  with or into, or enter into a Division Transaction, or convey, transfer, lease or otherwise dispose  of (whether in one transaction or in a series of transactions) all or substantially all of its assets  (whether now owned or hereafter acquired) to, any Person or (ii) to be owned by any Person  other than VWR and thereby cause VWR’s percentage of ownership or control of the Seller to be  reduced.  The Seller shall provide the Administrator and each Purchaser Agent with at least thirty  (30) days’ prior written notice before making any change in the Seller’s name, location or  making any other change in the Seller’s identity or corporate structure that could impair or  otherwise render any UCC financing statement filed in connection with this Agreement  “seriously misleading” as such term (or similar term) is used in the applicable UCC; each notice  to the Administrator and the Purchaser Agents pursuant to this sentence shall set forth the  applicable change and the proposed effective date thereof and at least ten (10) days prior to such  change, deliver to the Administrator all financing statements, instruments and other documents  requested by the Administrator in connection with such change or relocation.  The Seller will  also maintain and implement (or cause the Servicer to maintain and implement) administrative  and operating procedures (including an ability to recreate records evidencing Pool Receivables  and related Contracts in the event of the destruction of the originals thereof), and keep and  maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer  tapes and disks and other information reasonably necessary or advisable for the collection of all  Pool Receivables (including records adequate to permit the daily identification of each Pool  Receivable and all Collections of and adjustments to each existing Pool Receivable).  (k) Ownership Interest, Etc.  The Seller shall (and shall cause the Servicer to), at its  expense, take all action reasonably necessary or desirable to establish and maintain a valid and  enforceable undivided percentage ownership or security interest, to the extent of the Purchased  Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a  first priority perfected security interest in the Pool Assets, in each case free and clear of any  Adverse Claim (other than Permitted Liens and Adverse Claims constituting Ineligible Amounts)  upon, in favor of the Administrator (on behalf of the Purchasers), including taking such action to  perfect, protect or more fully evidence the interest of the Administrator (on behalf of the  Purchasers) as the Administrator or any Purchaser Agent may reasonably request.  (l) Certain Agreements.  Without the prior written consent of the Administrator and  the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate  





 






Exhibit IV-6  122351039\V-4  any Transaction Document to which it is a party or any provision of the Seller’s organizational  documents which requires the consent of the “Independent Director”.  (m) Restricted Payments.  Following the occurrence and during the continuance of a  Termination Event, the Seller will not:  (A) purchase or redeem any shares of its membership  interests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) other  than Company Notes and its obligations under this Agreement, prepay, purchase or redeem any  Debt, (D) lend or advance any funds or (E) other than Company Notes, repay any loans or  advances to, for or from any of its Affiliates (the amounts described in clauses (A) through (E)  being referred to as “Restricted Payments”).  (n) Other Business.  The Seller will not:  (i) engage in any business other than the  transactions contemplated by the Transaction Documents, (ii) create, incur or permit to exist any  Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’  acceptances) other than pursuant to this Agreement or the Company Notes, or (iii) form any  Subsidiary or make any investments in any other Person; provided, that the Seller shall be  permitted to incur minimal obligations to the extent necessary for the day-to-day operations of  the Seller (such as expenses for stationery, audits, maintenance of legal status, etc.).  (o) Tangible Net Worth.  The Seller will not permit its Tangible Net Worth, at any  time, to be less than Required Capital Amount.  (p) Further Assurances.  The Seller hereby authorizes Administrator and hereby  agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all  further instruments and documents, and to take all further actions, that may be necessary or  reasonably desirable, or that the Administrator or the Purchaser Agents may reasonably request,  to perfect, protect or more fully evidence the purchases or issuances made under this Agreement  and/or security interest granted pursuant to this Agreement or any other Transaction Document,  or to enable the Administrator or the Purchaser Agents to exercise and enforce their respective  rights and remedies under this Agreement or any other Transaction Document.  Without limiting  the foregoing, the Seller hereby authorizes, and will, upon the request of the Administrator or the  Purchaser Agents, at its own expense, execute (if necessary) and file such financing or  continuation statements, or amendments thereto, and such other instruments and documents, that  may be necessary or desirable, or that the Administrator or the Purchaser Agents may reasonably  request, to perfect, protect or evidence any of the foregoing.  The Seller authorizes the  Administrator to file financing or continuation statements, and amendments thereto and  assignments thereof, relating to the Receivables and the Related Security, the related Contracts  and the Collections with respect thereto and the other collateral subject to a lien under any  Transaction Document without the signature of the Seller.  A photocopy or other reproduction of  this Agreement shall be sufficient as a financing statement where permitted by law.  (q) Anti-Money Laundering/International Trade Law Compliance.  Subject to the  Seller’s knowledge, and after reasonable inquiry, no Covered Entity will become a Sanctioned  Person.  Subject to the Seller’s knowledge, and after reasonable inquiry, no Covered Entity will  (i) have any of its assets in a Sanctioned Country or in the possession, custody or control of a  Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or with, or derive  any of its income from investments in or transactions with, any Sanctioned Country or  





 






Exhibit IV-7  122351039\V-4  Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or  transactions prohibited by any Anti-Terrorism Law or (iv) use the proceeds of any Purchase to  fund any operations in, finance any investments or activities in, or, make any payments to, a  Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law. The funds  used to repay Seller’s obligations under this Agreement and each of the other Transaction  Documents will not be derived from any activity in violation of any Anti-Terrorism Law. Each  Covered Entity shall comply with all Anti-Terrorism Laws. Seller shall promptly notify the  Administrator in writing upon the occurrence of a Reportable Compliance Event.  (r) Certificate of Beneficial Ownership and Other Additional Information.  Provide to  Administrator and Purchasers:  (i) to the extent the Seller qualifies as a “legal entity customer”  under the Beneficial Ownership Regulation (A) confirmation of the accuracy of the information  set forth in the most recent Certificate of Beneficial Ownership provided to the Administrator  and Purchasers and (B) a new Certificate of Beneficial Ownership, in form and substance  reasonably acceptable to Administrator and Purchasers, when the individual(s) to be identified as  a Beneficial Owner under the Certificate of Beneficial Ownership have changed; and (ii) such  other information and documentation as may reasonably be requested by Administrator or any  Purchasers from time to time for purposes of compliance by Administrator or such Purchaser  with applicable laws (including without limitation the USA Patriot Act and other “know your  customer” and anti-money laundering rules and regulations), and any policy or procedure  implemented by Administrator or such Purchaser to comply therewith.  2. Covenants of the Servicer.  At all times from the date hereof until the latest of  (i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of  the Purchased Interest shall be outstanding and an amount equal to (A) the amount necessary to  reduce the Adjusted LC Participation Amount to zero ($0 and/or zero €0, as applicable) and (B)  an amount equal to the LC Fee Expectation has been deposited in the LC Collateral Account or  all Letters of Credit have expired or been cancelled, and (iii) the date all amounts owed by the  Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any  other Indemnified Party or Affected Person shall be paid in full (other than indemnities and  reimbursements that expressly survive the termination of this Agreement):  (a) Financial Reporting.  The Servicer will maintain a system of accounting  established and administered in accordance with GAAP as in effect in the appropriate  jurisdiction, and the Servicer shall furnish or cause to be furnished to the Administrator and each  Purchaser Agent or, in the case of any of clauses (i) or (ii) below, make publicly available:  (i) Annual Reporting.  Subject to clause (x) below, promptly upon completion  and in no event later than ninety (90) days after the close of each Fiscal Year of the  Parent, annual audited financial statements of the Parent and its consolidated subsidiaries  certified by independent certified public accountants selected by the Parent but  reasonably acceptable to the Administrator and each such Purchaser Agent, prepared in  accordance with GAAP, including consolidated balance sheets as of the end of such  period, and the related consolidated statements of income or operations, shareholders’ (or  members’) equity and cash flows for such Fiscal Year, setting forth, in each case, in  comparative form, the figures for the previous Fiscal Year.  





 






Exhibit IV-8  122351039\V-4  (ii) Quarterly Reporting.  Subject to clause (x) below, promptly upon  completion and in no event later than forty-five (45) days after the close of each Fiscal  Quarter of the Parent, unaudited financial statements of the Parent certified by a  designated financial officer of the Parent prepared in accordance with GAAP, including  consolidated balance sheets of the Parent as of the end of such period, and the related  consolidated statements of income or operations, shareholders’ (or members’) equity and  cash flows for such Fiscal Quarter, setting forth, in each case, in comparative form, the  figures for the previous Fiscal Quarter.  (iii) Compliance Certificates.  Together with the annual report required above,  a compliance certificate in form and substance acceptable to the Administrator and each  Purchaser Agent signed by its chief financial officer, chief accounting officer or treasurer  solely in their capacities as officers of the Servicer stating that no Termination Event or  Unmatured Termination Event exists, or if any Termination Event or Unmatured  Termination Event exists, stating the nature and status thereof.  (iv) Information Packages, Weekly Reports and Daily Reports.  As soon as  available and in any event not later than two (2) Business Days prior to the Settlement  Date, an Information Package as of the last day of the most recently completed Fiscal  Month.  During a Weekly Reporting Trigger, as soon as available and in any event not  later than the second Business Day of each week, a Weekly Report of the most recently  completed week.  During a Daily Reporting Trigger or upon the occurrence and  continuation of a Termination Event and the election of the Administrator to cause the  Settlement Date to occur more frequently than weekly, on such Settlement Date, a Daily  Report.  (v) Shareholders Statements and Reports and SEC Filings.  Promptly upon the  furnishing thereof to the shareholders of the Parent copies of all financial statements,  reports and proxy statements so furnished.  (vi) Delivery of Financial Information.  Promptly upon the filing thereof,  copies of all registration statements and annual, quarterly, monthly or other regular  reports which the Seller, VWR, the Parent or any of their respective Affiliates files with  the SEC.  (vii) Copies of Notices.  Promptly upon its receipt of any notice, request for  consent, financial statements, certification, report or other communication under or in  connection with any Transaction Document from any Person other than the Administrator  or any Purchaser Agent, copies of the same.  (viii) Change in Credit and Collection Policy.  (A) At least thirty (30) days prior  to the effectiveness of any change in or amendment to any Credit and Collection Policy  as described in the first sentence of Section 2(h) of Exhibit IV, notice of such change or  amendment.  (ix) Other Information.  Such other information (including non-financial  information) as the Administrator or any Purchaser Agent may from time to time  





 






Exhibit IV-9  122351039\V-4  reasonably request, within a reasonable time after such request is received (other than (i)  information restricted by a customary third party confidentiality agreement and (ii) other  information (x) in respect of which disclosure to the Administrator, or any Purchaser (or  their respective representatives or contractors)) is prohibited by applicable law or (y) that  is subject to attorney client or similar privilege or constitutes attorney work-product).  (x) Public Reports.  Documents required to be delivered pursuant to this  Section 2(a) (to the extent such documents are included otherwise filed with the SEC)  may be delivered electronically and if so delivered, shall be deemed to have been  delivered on the date (i) on which the Parent posts such documents, or provides a link  thereto on the Parent’s website on the Internet at avantorsciences.com; or (ii) on which  such documents are posted on the Parent’s behalf on an Internet or intranet website, if  any, to which the Administrator, any Purchaser Agents or any Purchaser has access  (whether a commercial, third party website or whether sponsored by the Administrator);  provided, that (i) the Parent shall deliver paper copies of such documents to the  Administrator, any Purchaser Agents or any Purchaser that requests in writing that the  Parent deliver such paper copies until a written request to cease delivering such paper  copies is given by the Administrator, any Purchaser Agents or such Purchaser and (ii) the  Parent shall notify the Administrator (by telecopier or electronic mail) of the posting of  any of such documents.  Notwithstanding anything contained herein to the contrary, the  Servicer shall be required to provide paper copies of Information Packages and Officer’s  Certificates required by Sections 2(a)(iii) and 2(a)(iv), respectively.  (b) Notices.  The Servicer will notify the Administrator and each Purchaser Agent in  writing of any of the following events promptly upon (but in no event later than three (3)  Business Days after) a financial or other officer learning of the occurrence thereof, with such  notice describing the same, and if applicable, the steps being taken by the Person(s) affected with  respect thereto:  (i) Notice of Termination Events or Unmatured Termination Events.  A  statement of the chief financial officer or chief accounting officer of the Servicer setting  forth details of any Termination Event or Unmatured Termination Event.  (ii) Judgments and Proceedings.  (A)(1) The entry of any judgment or decree  against VWR or any other Originator if the aggregate amount of all judgments and  decrees then outstanding against such Person and its Subsidiaries, as the case may be,  exceeds $200,000,000 after deducting (I) the amount with respect to which such Person  or any such Subsidiary, as the case may be, is insured and with respect to which the  insurer has assumed responsibility in writing, and (II) the amount for which such Person  or any such Subsidiary, as the case may be, is otherwise indemnified if the terms of such  indemnification are reasonably satisfactory to the Administrator and (2) the institution of  any litigation, arbitration proceeding or governmental proceeding against VWR or any  other Originator which, individually or in the aggregate, could reasonably be expected to  have a Material Adverse Effect; and (B) the entry of any judgment or decree or the  institution of any litigation, arbitration proceeding or governmental proceeding against  the Seller.  





 






Exhibit IV-10  122351039\V-4  (iii) Representations and Warranties.  The failure of any representation or  warranty to be true (when made or at any time thereafter) with respect to the Pool  Receivables (taken as a whole) in all material respects (unless such representation or  warranty contains a material qualification and, in such case, such representation or  warranty shall be true and correct as made).  (iv) Notice of Purchase and Sale Termination Event.  The occurrence of a  Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination  Event.  (v) Defaults Under Other Agreements.  The occurrence of a default or an  event of default under any agreement pursuant to which any of VWR, any Originator or  Seller is a debtor or an obligor, which could reasonably be expected to have a Material  Adverse Effect.  (vi) Notices under Sale Agreement.  Copies of all notices delivered under the  Sale Agreement.  (vii) Adverse Claim.  (A) Any Person shall obtain an Adverse Claim (other  than Permitted Liens) upon the Pool Receivables or Collections with respect thereto, (B)  any Person other than the Seller, the Servicer or the Administrator shall obtain any rights  or direct any action with respect to any Collection Account (or related lock-box or post  office box) or (C) any Obligor shall receive any change in payment instructions with  respect to Pool Receivable(s) from a Person other than the Servicer or the Administrator.  (viii) Name Changes.  At least thirty (30) days before any change in VWR’s  name or any other change requiring the amendment of UCC financing statements, a  notice setting forth such changes and the effective date thereof.  (ix) Material Adverse Effect.  Promptly after the occurrence thereof, notice of  any event having a Material Adverse Effect.  (c) Conduct of Business.  The Servicer will do all things necessary to remain duly  organized, validly existing and in good standing as an entity in its jurisdiction of organization  and maintain all requisite authority to conduct its business in each jurisdiction in which its  business is conducted if the failure to have such authority could reasonably be expected to have a  Material Adverse Effect.  (d) Compliance with Laws.  The Servicer will comply with all laws, rules,  regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject if  the failure to comply could reasonably be expected to have a Material Adverse Effect.  (e) Furnishing of Information and Inspection of Receivables.  The Servicer will  furnish to the Administrator and each Purchaser Agent from time to time such information with  respect to the Pool Receivables as the Administrator or such Purchaser Agent may reasonably  request.  The Servicer will, at the Servicer’s expense, at any time during regular business hours  with reasonable prior written notice (i) permit the Administrator or any Purchaser Agent, or their  respective agents or representatives, (A) to examine and make copies of and abstracts from all  





 






Exhibit IV-11  122351039\V-4  books and records relating to the Pool Receivables or other Pool Assets and (B) to visit the  offices and properties of the Servicer for the purpose of examining such books and records, and  to discuss matters relating to the Pool Receivables, other Pool Assets or the Servicer’s  performance hereunder or under the other Transaction Documents to which it is a party with any  of the officers or employees of the Servicer (provided that representatives of the Servicer are  present during such discussions) having knowledge of such matters (each such visit, a “Servicer  Review”); provided, that so long as no Termination Event has occurred and is continuing such  examinations and visits shall not exceed one (1) per year and (ii) without limiting the provisions  of clause (i) above, during regular business hours, at the Servicer’s expense, upon reasonable  prior written notice from the Administrator, permit certified public accountants or other auditors  acceptable to the Administrator and the Purchaser Agents to conduct, a review of its books and  records with respect to the Pool Receivables; provided, that so long as no Termination Event has  occurred and is continuing, the Servicer shall be required to reimburse the Administrator and  Purchaser Agents for only one (1) such audit per year.  For the avoidance of doubt, the  Administrator may require examinations and audits in addition to the examinations and audits  specified in clause (i) and clause (ii) above, but the expense of any such additional examination  or audit shall be borne by the Administrator and not the Servicer.  (f) Payments on Receivables, Accounts.  The Servicer will at all times instruct all  Obligors to deliver payments on the Pool Receivables to a Collection Account.  If any such  payments or other Collections are received by the Servicer, it shall hold such payments in trust  for the benefit of the Administrator and the Purchasers and promptly (but in any event within two  (2) Business Days after receipt) remit such funds into a Collection Account.  The Servicer will  cause each Collection Account Bank to comply with the terms of each applicable Account  Control Agreement.  The Servicer will not permit the funds other than Collections on Pool  Receivables and other Pool Assets to be deposited into any Collection Account.  If such funds  are nevertheless deposited into any Collection Account, the Servicer will promptly identify such  funds for segregation.  The Servicer will not commingle Collections or other funds to which the  Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds.  The  Servicer shall only add or replace, a Collection Account Bank (or the related lock-box or post  office box) or Collection Account to those listed on Schedule II to this Agreement if the  Administrator has received notice of such addition or replacement, a copy of any new Account  Control Agreement and an executed and acknowledged copy of an Account Control Agreement  in form and substance acceptable to the Administrator from any such new Collection Account  Bank.  The Servicer shall only terminate a Collection Account Bank or close a Collection  Account (or the related lock-box or post office box), upon thirty (30) days’ prior notice to and  with the prior written consent of the Administrator.  (g) Extension or Amendment of Pool Receivables.  Except as otherwise permitted in  Section 4.2(a) of this Agreement, the Servicer will not extend, amend or otherwise modify the  terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material  respect, the provisions of any Contract related thereto, other than in accordance with the Credit  and Collection Policy.  The Servicer will timely and fully comply in all material respects with  the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.  (h) Change in Business.  The Servicer will not (i) make any material change in the  character of its business, which change would materially and adversely impair the collectability  





 






Exhibit IV-12  122351039\V-4  of the Pool Receivables taken as a whole or (ii) make any change in any Credit and Collection  Policy that could reasonably be expected to materially adversely affect the collectability of the  Pool Receivables taken as a whole, the credit quality of the Pool Receivables, taken as a whole,  the enforceability of the Contracts, taken as a whole, or its ability to perform its obligations  under the Contracts, taken as a whole, or the Transaction Documents, in the case of either  clause (i) or (ii) above, without the prior written consent of the Administrator.  (i) Records.  The Servicer will maintain, implement and keep (i) administrative and  operating procedures (including an ability to recreate records evidencing Pool Receivables and  related Contracts if originals are destroyed), (ii) adequate facilities, personnel and equipment and  (iii) all documents, books, records, computer tapes and disks and other information reasonably  necessary or advisable for the collection of all Pool Receivables (including records adequate to  permit the daily identification of each new Pool Receivable and all Collections of, and  adjustments to, each existing Pool Receivable).  The Servicer will give the Administrator prior  notice of any change in such administrative and operating procedures that causes them to be  materially different from the procedures described to Administrator on or before the date hereof  as the Servicer’s then existing or planned administrative and operating procedures for collecting  Receivables.  (j) Ownership Interest, Etc.  The Servicer shall, at its expense, take all action  reasonably necessary or desirable to establish and maintain a valid and enforceable undivided  percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool  Receivables, the Related Security and Collections with respect thereto, and a first priority  perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim  (other than Permitted Liens and Adverse Claims constituting Ineligible Amounts) in favor of the  Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or  more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the  Administrator or any Purchaser Agent may reasonably request.  (k) Anti-Laundering/International Trade Law Compliance.  Subject to the Servicer’s  knowledge, and after reasonable inquiry, no Covered Entity will become a Sanctioned Person.   Subject to the Servicer’s knowledge, and after reasonable inquiry, no Covered Entity will (i)  have any of its assets in a Sanctioned Country or in the possession, custody or control of a  Sanctioned Person in violation of any Anti-Terrorism Law; (ii) do business in or with, or derive  any of its income from investments in or transactions with, any Sanctioned Country or  Sanctioned Person in violation of any Anti-Terrorism Law; (iii) engage in any dealings or  transactions prohibited by any Anti-Terrorism Law or (iv) use the proceeds of any Purchase to  fund any operations in, finance any investments or activities in, or, make any payments to, a  Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law. The funds  used to repay Servicer’s obligations under this Agreement and each of the other Transaction  Documents will not be derived from any activity in violation of any Anti-Terrorism Law. Each  Covered Entity shall comply with all Anti-Terrorism Laws.  Servicer shall promptly notify the  Administrator in writing upon the occurrence of a Reportable Compliance Event.  3. Separate Existence.  Each of the Seller and the Servicer hereby acknowledges that  the Purchasers and the Administrator are entering into the transactions contemplated by this  Agreement and the other Transaction Documents in reliance upon the Seller’s identity as a legal  





 






Exhibit IV-13  122351039\V-4  entity separate from VWR, the Originators and their respective Affiliates.  Therefore, from and  after the date hereof, each of the Seller and the Servicer shall take all steps specifically required  by this Agreement to continue the Seller’s identity as a separate legal entity and to make it  apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those  of the VWR, any Originator and any other Person, and is not a division of VWR, any Originator  or any other Person.  Without limiting the generality of the foregoing and in addition to and  consistent with the other covenants set forth herein, each of the Seller and the Servicer shall take  such actions as shall be required in order that the Seller:  (a) not become involved in the day-to-day management of any other Person;  (b) conduct all business correspondence of the Seller and other communication in the  Seller’s own name, in its own stationery, through a separately listed telephone number and  through its own authorized officers and/or agents;  (c) make all investments to be made by it solely in its own name;   (d) not commingle any of its assets with the assets of the Servicer or with those of  any other Person and maintain its own deposit account or accounts, separate from those of any  Affiliate, with commercial banking institutions, except to the extent, if any, permitted by any of  the Transaction Documents or as the board of directors of the Seller may deem necessary or  desirable;  (e) maintain its company records and books of account and its financial and  accounting books and records in compliance with generally accepted accounting principles,  separate from those of the Servicer or from those of any other Person;  (f) pay solely from its own assets all obligations, liabilities and indebtedness of any  kind incurred by the Seller, and not pay, assume or guarantee from its assets any obligations,  liabilities or indebtedness of the Servicer or any other Person or hold itself or its credit out as  being available to satisfy the obligations of the Servicer or any other Person, provided that the  Seller may reimburse the Servicer for the Seller’s fair and reasonable allocable portion of shared  expenses with the Servcicer in furtherance of the stated purposes of the Seller as set forth in  Section 1.3 of the Seller’s limited liability company agreement, provided further, that the Seller  may enter into an employment-sharing agreement with the Servicer whereby the Seller may  jointly employ any officer or employee of the Servicer and the Seller, and the Servicer will pay  its fair and reasonable allocable portion of the salaries of and the expenses related to providing  benefits to such officers and other employees for such joint employment;  (g) not engage in transactions with any other Person except as expressly set forth in  the Seller’s limited liability company agreement and the Transaction Documents and matters  necessarily incident thereto;  (h) at all times maintain and conduct its business from an office or offices separate  and apart from those of the Servicer; provided to the extent that such office or offices are leased  from the Servicer, the terms of that lease will be no more or less favorable to the Seller than  could be obtained in a comparable arm’s-length transaction with an unaffiliated person, and such  





 






Exhibit IV-14  122351039\V-4  office or offices will be conspicuously identified as the Seller’s office so it can be easily located  by outsiders;  (i) not enter into any transaction with any Affiliate, other than those transactions  expressly contemplated by the Seller’s limited liability company agreement and the Transaction  Documents or which have been entered into only on an arm’s length basis;  (j) prepare separate financial statements, or if the Seller is part of a consolidated  group, be shown as a separate member of such group;  (k) prepare separate tax returns, unless the Seller is part of a consolidated, unified or  similar group or is disregarded as separate from its sole owner for the purposes of such return;  (l) transact all business with Affiliates on an arm’s length basis and pursuant to  enforceable agreements;  (m) maintain a sufficient number of employees or duly compensated agents in light of  its contemplated business operations (which employees need not be full-time employees)  compensate its employees (if any) and agents from its own available funds for services provided  to it.  In the event employees of the Seller participate in pension, insurance and other benefit  plans of the Servicer or any Affiliate thereof, the Seller will on a current basis reimburse the  Servicer or the relevant affiliate, as the case may be, for its pro rata share of the costs thereof;  (n) not acquire obligations or securities of its member(s) or, except as otherwise  provided in the Transaction Documents, pledge its assets for the benefit of any other Person;  (o) not assume or guaranty any liabilities of its members;  (p) hold itself out and identify itself as a separate and distinct entity under its own  name and not as a division or part of any other entity.  The Seller will engage in transactions  solely in its own name and through its own authorized officers and agents.  Except to the extent  provided in the Transaction Documents, no affiliate of the Company will be appointed as an  agent of the Company;  (q) correct any known misunderstanding regarding its separate identity;   (r) maintain adequate capital in light of its contemplated business operations and not  engage in any transaction with any of its affiliates involving any intent to hinder, delay or  defraud any Person; and  (s) shall at all times have at least one Independent Director (the “Independent  Director”), who shall be a natural person who (i) has never been, and shall at no time be, an  equityholder, director, officer, manager, member, partner, officer or employee, or any relative of  the foregoing, of any member of the Parent Group (as hereinafter defined) (other than his or her  service as an Independent Director of the Seller or an independent manager or director of any  other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing, or  facilitating the securitization of, financial assets of any member or members of the Parent  Group), (ii) is not a customer or supplier of any member of the Parent Group (other than his or  





 






Exhibit IV-15  122351039\V-4  her (x) service as an Independent Director of the Seller or an independent manager or director of  any other bankruptcy-remote special purpose entity formed for the sole purpose of securitizing,  or facilitating the securitization of, financial assets of any member or members of the Parent  Group or (y) being an immaterial customer of goods or services which are offered in the ordinary  course of business of any Affiliate of the Company which is an Affiliate of the Company solely  as a result of direct or indirect ownership of, or control by, a common financial sponsor), (iii) is  not any member of the immediate family of a person described in (i) above, and (iv) has (x) prior  experience as an independent manager or director for a corporation or limited liability company  whose organizational or charter documents required the unanimous consent of all independent  managers or directors thereof before such corporation or limited liability company could consent  to the institution of bankruptcy or insolvency proceedings against it or could file a petition  seeking relief under any applicable federal or state law relating to bankruptcy and (y) at least  three years of employment experience with one or more entities that provide, in the ordinary  course of their respective businesses, advisory, management or placement services to issuers of  securitization or structured finance instruments, agreements or securities.  For purposes of this  clause 3(c), “Parent Group” shall mean (i) each Avantor Party (other than the Seller), (ii) each  person that directly or indirectly, owns or controls, whether beneficially, or as a trustee, guardian  or other fiduciary, five percent (5%) or more of the membership interests in Avantor Funding,  Inc., (iii) each person that controls, is controlled by or is under common control with Avantor  Funding, Inc and (iv) each of such person’s officers, directors, managers joint venturers and  partners.  For the purposes of this definition, “control” of a person means the possession, directly  or indirectly, of the power to direct or cause the direction of the management and policies of a  person or entity, whether through the ownership of voting securities, by contract or otherwise.  The Seller shall (A) give written notice to the Administrator of the election or  appointment, or proposed election or appointment, of a new Independent Director of the Seller,  which notice shall be given not later than ten (10) Business Days prior to the date such  appointment or election would be effective (except when such election or appointment is  necessary to fill a vacancy caused by the death, disability, or incapacity of the existing  Independent Director, or the failure of such Independent Director to satisfy the criteria for an  Independent Director set forth in this clause 3(c), in which case the Seller shall provide written  notice of such election or appointment within one (1) Business Day) and (B) with any such  written notice, certify to the Administrator that the Independent Director satisfies the criteria for  an Independent Director set forth in this clause 3(c).  The Seller’s limited liability company agreement shall provide that:  (w) at least one  member of the Seller’s Board of Managers shall be an Independent Director, (x) the Seller’s  Board of Managers shall not approve, or take any other action to cause the filing of, a voluntary  bankruptcy petition with respect to the Seller unless a unanimous vote of the Seller’s Board of  Managers (which vote shall include the affirmative vote of all Independent Managers) shall  approve the taking of such action in writing prior to the taking of such action, (y) the Seller’s  Board of Managers shall not vote on any matter requiring the vote of its Independent Directors  under its certificate of formation or limited liability company agreement unless and until at least  one Independent Director is then serving on the Seller’s Board of Managers and (z) the  provisions requiring an Independent Director and the provision described in clauses (x) and (y)  of this clause 3(c) cannot be amended without the prior written consent of each Independent  Director (it being understood that, as used in this clause 3(c), “control” means the possession  





 






Exhibit IV-16  122351039\V-4  directly or indirectly of the power to direct or cause the direction of management policies or  activities of a person or entity whether through ownership of voting securities, by contract or  otherwise).  The Independent Director shall not at any time serve as a trustee in bankruptcy for any  Avantor Party or any of their respective Affiliates.  (t) The Independent Director shall not at any time serve as a trustee in bankruptcy for  the Seller, VWR, any Originator or any of their respective Affiliates;  (u) The Seller shall conduct its affairs strictly in accordance with its organizational  documents and observe all necessary and customary company formalities;  (v) Any employee, consultant or agent of the Seller will be compensated from the  Seller’s funds for services provided to the Seller, and to the extent that Seller shares the same  officers or other employees as VWR or any Originator (or any other Affiliate thereof), the  salaries and expenses relating to providing benefits to such officers and other employees shall be  fairly allocated among such entities;  (w) The Seller will contract with the Servicer to perform for the Seller all operations  required on a daily basis to service the Receivables Pool.  The Seller will pay the Servicer the  Servicing Fee pursuant hereto.  (x) The Seller’s operating expenses will not be paid by VWR or any Originator or  any Affiliate thereof;  (y) The Seller’s books and records will be maintained separately from those of VWR,  each Originator and any other Affiliate thereof and in a manner such that it will not be difficult  or costly to segregate, ascertain or otherwise identify the assets and liabilities of Seller;  (z) All financial statements of VWR or any Originator or any Affiliate thereof that  are consolidated to include Seller will disclose that (i) the Seller is a separate legal entity with its  own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the Seller’s  assets prior to any assets or value in the Seller becoming available to the Seller’s equity holders  and (ii) the assets of the Seller are not available to pay creditors of VWR or the Originators or  any other Affiliates of VWR or the Originators;  (aa) The Seller’s assets will be maintained in a manner that permits their ready  identification and segregation from those of VWR, the Originators or any Affiliates thereof;  (bb) The funds or other assets of the Seller will not be commingled with those of  VWR, the Originators or any Affiliates thereof except as permitted by this Agreement in  connection with servicing the Pool Receivables.  The Seller shall not maintain joint bank  accounts or other depository accounts to which VWR or any Affiliate thereof (other than VWR  in its capacity as the Servicer) has independent access.  The Seller shall not be named, and shall  not enter into any agreement to be named, directly or indirectly, as a direct or contingent  beneficiary or loss payee on any insurance policy with respect to any loss relating to the property  of VWR, the Originators or any Subsidiaries or other Affiliates thereof.  





 






Exhibit IV-17  122351039\V-4  (cc) The Seller will maintain arm’s-length relationships with VWR, the Originators  and any Affiliates thereof.  Any Person that renders or otherwise furnishes services to the Seller  will be compensated by the Seller at arms’-length rates for such services it renders or otherwise  furnishes to the Seller.  Neither the Seller on the one hand, nor VWR or any Originator, on the  other hand, will be or will hold itself out to be responsible for the debts of the other or the  decisions or actions respecting the daily business and affairs of the other.  The Seller, VWR and  the Originators will promptly correct any known misrepresentation with respect to the foregoing,  and they will not operate or purport to operate as an integrated single economic unit with respect  to each other or in their dealing with any other entity; and  (dd) The Seller, VWR and each Originator shall fairly allocate overhead costs among  them, and each shall bear its fair share of such expenses.  





 






Exhibit V-1  122351039\V-4  EXHIBIT V  TERMINATION EVENTS  Each of the following shall be a “Termination Event”:  (a) (i) the Parent, the Seller, VWR, any Originator or the Servicer shall fail to  perform or observe any term, covenant or agreement under this Agreement or any other  Transaction Document to which it is a party in any material respect (unless such term, covenant  or agreement contains a material qualification, and, in such case, the failure to perform or  observe such term, covenant or agreement shall be subject to the standard set forth in such term,  covenant or agreement), except as otherwise provided herein, such failure shall, solely to the  extent capable of cure, continue for ten (10) days after the earlier of any such Person’s actual  knowledge or notice thereof or (ii) the Seller or the Servicer shall fail to make when due any  payment or deposit to be made by it under this Agreement or any other Transaction Document  and such failure shall remain unremedied for two (2) Business Days after the earlier of any such  Person’s actual knowledge or notice thereof;  (b) any representation or warranty made or deemed made by the Parent, the Seller,  VWR, the Servicer or any Originator (or any of their respective officers) under or in connection  with this Agreement or any other Transaction Document to which it is a party, or any  information or report delivered by the Parent, the Seller, VWR, the Servicer or any Originator  pursuant to this Agreement or any other Transaction Document to which it is a party, shall prove  to have been incorrect or untrue in any material respect when made or deemed made or delivered  and, except as otherwise provided herein, such inaccuracy shall, solely to the extent capable of  cure, continue for ten (10) days after the earlier of any such Person’s actual knowledge or notice  thereof;  (c) the Seller or the Servicer shall fail to deliver any (i) Information Package when  due pursuant to this Agreement, and such failure shall remain unremedied for two (2) Business  Days, (ii) if applicable, Weekly Report when due pursuant to this Agreement, and such failure  shall remain unremedied for two (2) Business Days or (iii) if applicable, Daily Report when due  pursuant to this Agreement, and such failure shall remain unremedied for two (2) Business Days;  (d) this Agreement (and each Account Control Agreement, as applicable) or any  Purchase pursuant to this Agreement shall for any reason:  (i) cease to create, or the Purchased  Interest shall for any reason cease to be, a valid and enforceable first priority perfected undivided  percentage ownership or security interest to the extent of the Purchased Interest in each Pool  Receivable, the Related Security and Collections with respect thereto in favor of the  Administrator, free and clear of any Adverse Claim (other than Permitted Liens and Adverse  Claims constituting Ineligible Amounts), or (ii) cease to create with respect to the Pool Assets, or  the interest of the Administrator (for the benefit of the Purchasers) with respect to such Pool  Assets shall cease to be, a valid and enforceable first priority perfected security interest in favor  of the Administrator, free and clear of any Adverse Claim (other than Permitted Liens and  Adverse Claims constituting Ineligible Amounts);  





 






Exhibit V-2  122351039\V-4  (e) the Parent, the Seller, VWR, the Servicer or any Originator shall generally not pay  its debts as such debts become due, shall admit in writing its inability to pay its debts generally,  or shall make a general assignment for the benefit of creditors; or any proceeding shall be  instituted by or against the Parent, the Seller, VWR, the Servicer or any Originator seeking to  adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,  arrangement, adjustment, protection, relief or composition of it or its debts under any law  relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of  an order for relief or the appointment of a receiver, trustee, custodian or other similar official for  it or for any substantial part of its property and, in the case of any such proceeding instituted  against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed  for a period of sixty (60) days, or any of the actions sought in such proceeding (including the  entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other  similar official for, it or for any substantial part of its property) shall occur; or the Parent, the  Seller, VWR, the Servicer or any Originator shall take any corporate action to authorize any of  the actions set forth above in this paragraph;  (f) the average for three consecutive Fiscal Months of: (i) the Default Ratio shall  exceed 2.5%, (ii) the Delinquency Ratio shall exceed 13.0%, or (iii) the Dilution Ratio shall  exceed 7.5%;  (g) a Change in Control shall occur with respect to the Seller or any Originator (other  than VWR);  (h) a Change in Control shall occur with respect to VWR or the Parent and VWR  shall fail to (i) provide notice thereof to the Administrator and each Purchaser Agent three  (3) Business Days prior to such Change in Control, (ii) certify that, with respect to the  Receivables Pool, that all Credit and Collection Policies will remain materially similar to those  in effect prior to such Change in Control and (iii) submit to a field exam within thirty (30) days  of such Change in Control;  (i) the Purchased Interest shall exceed 100% for two (2) Business Days;  (j) (i) the Parent, the Seller, VWR, the Servicer or any Originator shall fail to pay any  principal or interest, regardless of amount, due in respect of any Debt (other than Debt described  in clause (a) above) in excess of $200,000,000, when and as the same shall become due and  payable (after giving effect to the applicable grace period of such Debt), which failure enables or  permits (with or without the giving of notice, but after giving effect to the applicable grace  period of such Debt) the holder or holders of such Debt or any trustee or agent on its or their  behalf to cause any such Debt to become due, or to require the prepayment, repurchase,  redemption or defeasance thereof, prior to its scheduled maturity or that is a failure to pay such  Debt at its maturity or (ii) any other event or condition occurs that results in such Debt becoming  due (after giving effect to the applicable grace period of such Debt) prior to its scheduled  maturity or that enables or permits (with or without the giving of notice, but after giving effect to  the applicable grace period of such Debt) the holder or holders of such Debt or any trustee or  agent on its or their behalf to cause such Debt to become due, or to require the prepayment,  repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that  clause (ii) shall not apply to secured Debt (other than Debt described in clause (a) above) in  





 






Exhibit V-3  122351039\V-4  excess of $35,000,000 that becomes due as a result of the voluntary sale or transfer of the  property or assets securing such Debt if such sale or transfer is otherwise permitted hereunder;  (k) either the Internal Revenue Service or the Pension Benefit Guaranty Corporation  shall have filed one or more notices of lien asserting a claim or claims in excess of $5,000,000  pursuant to the Internal Revenue Code, or ERISA, as applicable, against the assets of the Parent,  the Seller, any Originator, VWR or any ERISA Affiliate;  (l) commencing with the first full fiscal quarter after the Closing Date, the  Consolidated First Lien Net Leverage Ratio calculated on a Pro Forma Basis as of the last day of  any Test Period (but only if the last day of such Test Period constitutes a Compliance Date) shall  be greater than or equal to 7.35:1.00; provided that, if at any time after the date hereof, the  provisions of Section 7.11 (including the financial covenant definitions used therein) of the  Credit Agreement (or the corresponding provisions in any amended, replacement or refinancing  facility thereof) shall be amended, such provisions of such amendment shall apply, mutatis  mutandis, to the corresponding provisions of this clause (l), which shall automatically be deemed  to be amended to give effect thereto upon the effectiveness of such amendment, replacement or  refinancing with no further action required by the parties hereto;  (m) (i) one or more final judgments for the payment of money shall be entered against  the Seller or (ii) there is entered against VWR, Servicer, the Parent or any of their Subsidiaries  (other than the Seller) one or more final judgments or orders for the payment of money in an  aggregate amount exceeding $200,000,000 after deducting (I) the amount with respect to which  such Person or any such Subsidiary, as the case may be, is insured and with respect to which the  insurer has assumed responsibility in writing, and (II) the amount for which such Person or any  such Subsidiary, as the case may be, is otherwise reasonably expected to be indemnified and,  there is a period of forty-five (45) days during which a stay of enforcement of such judgment, by  reason of a pending appeal or otherwise, is not in effect; and  (n) the “Purchase and Sale Termination Date” under and as defined in the Sale  Agreement shall occur under the Sale Agreement (other than a Purchase and Sale Termination  Date occurring solely as a result of an event described in clause (a), (c), (d) or (e) of the  definition of Facility Termination Date) or the Originators shall for any reason cease to transfer,  or cease to have the legal capacity to transfer, or otherwise be incapable of transferring  Receivables to the Seller under the Sale Agreement.  





 






Schedule I-1  122351039\V-4  SCHEDULE I  CREDIT AND COLLECTION POLICY  Delivered Under Separate Cover  





 






Schedule II-1  122351039\V-4  SCHEDULE II  COLLECTION ACCOUNT BANKS AND COLLECTION ACCOUNTS  BANK LOCK-BOX NO. BANK ACCOUNT NO.  PNC Bank, National Association N/A 8611903264  PNC Bank, National Association 640787 8610623885  PNC Bank, National Association 643276 8610623885  PNC Bank, National Association 630007 8610623885  PNC Bank, National Association 640169 8610623885  PNC Bank, National Association 676125 8610623885  PNC Bank, National Association 536788 8611704011      MUFG Union Bank, N.A. N/A 0083369595  





 






Schedule III-1  122351039\V-4  SCHEDULE III  ACTIONS AND PROCEEDINGS  NONE  





 






Annex A-1-1  122351039\V-4  ANNEX A-1  FORM OF INFORMATION PACKAGE  (Attached)  





 






Annex A-2-1  122351039\V-4  ANNEX A-2  FORM OF WEEKLY REPORT  (Attached)  





 






Annex A-3-1  122351039\V-4  ANNEX A-3  FORM OF DAILY REPORT  (Attached)  





 






Annex B-1  122351039\V-4  ANNEX B  FORM OF PURCHASE NOTICE  Dated as of [_______ __, 20____]  PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  Attention: [ ____________________]  [Each Purchaser Agent]  Ladies and Gentlemen:  Reference is hereby made to the Receivables Purchase Agreement, dated as of [_______  __], 2020 (as amended, restated, supplemented or otherwise modified through the date hereof,  the “Receivables Purchase Agreement”), among Avantor Receivables Funding, LLC, as Seller,  VWR International, LLC, as Servicer, the various Conduit Purchasers, Related Committed  Purchasers, Purchaser Agents and LC Participants from time to time party thereto and PNC  Bank, National Association, as Administrator and as LC Bank.  Capitalized terms used in this  Purchase Notice and not otherwise defined herein shall have the meanings assigned thereto in the  Receivables Purchase Agreement.  [This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables  Purchase Agreement.  Seller desires to sell an undivided percentage ownership interest in a pool  of Receivables on __________, [20__], for a purchase price of [$ ][€]1__________2,  denominated in [Dollars][Alternative Currency] and to accrue Discount at the [Term SOFR  Rate][Daily SOFR Rate] 3 with a Tranche Period equal to [_____]] the Euro Amendment No. 1  Rate4 with a Tranche Period equal to [_____]].  Subsequent to this Purchase, the Aggregate  Capital will be $ __________ consisting of $___________ of Dollar Purchases and  €____________ of Alternative Currency Purchases.]5 [This letter constitutes a notice pursuant to  Section 1.13(a) of the Receivables Purchase Agreement.  Seller desires that the LC Bank issue  Letters of Credit [currently issued under the [ __________]] on __________, [20__], with a face  amount of [$][€] __________ denominated in [Dollars][Alternative Currency].  Subsequent to  this Purchase, the LC Participation Amount will be $ __________ consisting of $___________  1 Subject to Alternative Currency Sublimit.  2 Such amount shall not be less than $300,000 or €300,000, as applicable (or such lesser amount as agreed  to by the Administrator and the Majority Purchaser Agents) and shall be in integral multiples of $100,000  or €100,000, as applicable, with respect to each Purchaser Group.  3 For Purchases funded other than by the issuance of Notes and denominated in Dollars.  4 For Purchases funded other than by the issuance of Notes and denominated in the Alternative Currency.  5  In the case of a Borrowing Request.  





 






Annex B-2  122351039\V-4  of Letters of Credit denominated in Dollars and €____________ of Letters of Credit  denominated in Alternative Currency.6 Seller hereby represents and warrants as of the date hereof, and as of the date of  Purchase, as follows:  (i) the representations and warranties contained in Exhibit III of the  Receivables Purchase Agreement are true and correct in all material respects (unless such  representation or warranty contains a material qualification and, in such case, such  representation and warranty shall be true and correct as made) on and as of the date of  such purchase as though made on and as of such date (except for representations and  warranties which apply as to an earlier date, in which case such representations and  warranties shall be true and correct as of such earlier date);  (ii) no event has occurred and is continuing, or would result from such  Purchase, that constitutes a Termination Event or Unmatured Termination Event;  (iii) the sum of the Aggregate Capital plus the LC Participation Amount, after  giving effect to any such Purchase shall not be greater than the Purchase Limit, and the  Purchased Interest will not exceed 100%; and  (iv) the Facility Termination Date has not occurred.  6  In the case of a request for an issuance of a Letter of Credit.  





 






Annex B-3  122351039\V-4  IN WITNESS WHEREOF, the undersigned has caused this Purchase Notice to be  executed by its duly authorized officer as of the date first above written.  AVANTOR RECEIVABLES FUNDING, LLC  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  





 






Annex C-1  122351039\V-4  ANNEX C  FORM OF ASSUMPTION AGREEMENT  Dated as of [_______ ___, 20____]  THIS ASSUMPTION AGREEMENT (this “AGREEMENT”), dated as of [_______, ____], is  among AVANTOR RECEIVABLES FUNDING, LLC (the “Seller”), [[__________], as  purchaser (the “[__________] Conduit Purchaser”)], [__________], as the related committed  purchaser (the “[__________] Related Committed Purchaser”), [__________], as related LC  participant (the “[__________] LC Participant” and together with the Conduit Purchaser and the  Related Committed Purchaser, the “[__________] Purchasers”), and [__________], as agent for  the [__________] Purchasers (the “[__________] Purchaser Agent” and together with the  [_________] Purchasers, the “[__________] Purchaser Group”).  BACKGROUND  The Seller and various others are parties to that certain Receivables Purchase Agreement  dated as of [_______ __], 2020 (as amended, restated, supplemented or otherwise modified  through the date hereof, the “Receivables Purchase Agreement”).  Capitalized terms used and not  otherwise defined herein have the respective meaning assigned to such terms in the Receivables  Purchase Agreement.  NOW, THEREFORE, the parties hereto hereby agree as follows:  SECTION 1.  This letter constitutes an Assumption Agreement pursuant to Section 1.2(f)  of the Receivables Purchase Agreement.  The Seller desires [the [__________] Purchasers] [the  [__________] Related Committed Purchaser][__________] related LC Participant] to [become  Purchasers under] [increase its existing Commitment under] the Receivables Purchase  Agreement and upon the terms and subject to the conditions set forth in the Receivables  Purchase Agreement, the [__________] Purchasers agree to [become Purchasers thereunder]  [increase its Commitment in an amount equal to the amount set forth as the “Commitment”  under the signature of such [__________] Related Committed Purchaser hereto] [increase its  Commitment in an amount equal to the amount set forth as the “Commitment” under the  signature of such [__________] related LC Participant hereto].  Seller hereby represents and warrants to the [__________] Purchasers as of the date  hereof, as follows:  (i) the representations and warranties of the Seller contained in Exhibit III of  the Receivables Purchase Agreement are true and correct in all material respects on and  as the date of such purchase or reinvestment as though made on and as of such date  (except for representations and warranties which apply as to an earlier date, in which case  such representations and warranties shall be true and correct as of such earlier date);  (ii) no event has occurred and is continuing, or would result from such  Purchase, that constitutes a Termination Event or an Unmatured Termination Event; and  





 






Annex C-2  122351039\V-4  (iii) the Facility Termination Date has not occurred.  SECTION 2.  Upon execution and delivery of this Agreement by the Seller and each  member of the [__________] Purchaser Group, satisfaction of the other conditions to assignment  specified in Section 1.2(f) of the Receivables Purchase Agreement (including the written consent  of the Administrator and each Purchaser Agent) and receipt by the Administrator and Seller of  counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the  parties hereto, [the [__________] Purchasers shall become a party to, and have the rights and  obligations of Purchasers under, the Receivables Purchase Agreement][the [__________]  Related Committed Purchaser shall increase its Commitment in the amount set forth as the  “Commitment” under the signature of the [__________] Related Committed Purchaser  hereto][the [__________] related LC Participant shall increase its Commitment in the amount set  forth as the “Commitment” under the signature of the [__________] related LC Participant  hereto].  SECTION 3.  Each party hereto hereby covenants and agrees that it will not institute  against, or join any other Person in instituting against, any Conduit Purchaser, any bankruptcy,  reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under  any federal or state bankruptcy or similar law, for one year and one day after the latest maturing  Note issued by such Conduit Purchaser is paid in full.  The covenant contained in this paragraph  shall survive any termination of the Receivables Purchase Agreement.  SECTION 4.  THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT  MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW  YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE  GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE  EXTENT THAT THE PERFECTION OF A SECURITY INTEREST OR REMEDIES  HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED  BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.  SECTION 5.  This Agreement may not be amended, supplemented or waived except  pursuant to a writing signed by the party to be charged.  This Agreement may be executed in  counterparts, and by the different parties on different counterparts, each of which shall constitute  an original, but all together shall constitute one and the same agreement.  (signatures commence on following page)  





 






Annex C-3  122351039\V-4  IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly  authorized officers as of the date first above written.  [[ ___________________ ], as a Conduit Purchaser  By: _______________________________________  Name: ____________________________________  Title: ____________________________________ ]  [Address]  [ ___________ ], as a Related Committed Purchaser  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  [Address]  [Commitment]  [ __________________ ], as a related LC Participant  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  [Address]  [Commitment]  [ ______________ ], as Purchaser Agent for [_____]  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  [Address] 





 






Annex C-4  122351039\V-4  AVANTOR RECEIVABLES FUNDING, LLC, as Seller  By: ___________________________  Name: ________________________  Title: _________________________  Consented and Agreed:  PNC BANK, NATIONAL ASSOCIATION, as Administrator  By: ___________________________  Name: ________________________  Title: _________________________  Address: PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  PNC BANK, NATIONAL ASSOCIATION, as LC Bank  By: ___________________________  Name: ________________________  Title: _________________________  Address: PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  [THE PURCHASER AGENTS]  By: ___________________________  Name: ________________________  Title: _________________________  [Address]  





 






Annex D-1  122351039\V-4  ANNEX D  FORM OF TRANSFER SUPPLEMENT  Dated as of [_______ ___, 20_______]  Section 1.  Commitment assigned: $___________  Assignor’s remaining Commitment: $___________  Capital allocable to Commitment assigned: $___________  Assignor’s remaining Capital: $___________  Discount (if any) allocable to Capital assigned: $___________  Discount(if any) allocable to Assignor’s remaining Capital: $___________  Section 2.  Effective Date of this Transfer Supplement: [__________]  Upon execution and delivery of this Transfer Supplement by transferee and transferor and  the satisfaction of the other conditions to assignment specified in Section 6.3(c) of the  Receivables Purchase Agreement (as defined below), from and after the effective date specified  above, the transferee shall become a party to, and have the rights and obligations of a Related  Committed Purchaser under, the Receivables Purchase Agreement, dated as of [_______ __],  2020 (as amended, restated, supplemented or otherwise modified through the date hereof, the  “Receivables Purchase Agreement”), among Avantor Receivables Funding, LLC, as Seller,  VWR International, LLC, as initial Servicer, the various Purchasers, Purchaser Agents and LC  Participants from time to time party thereto, and PNC Bank, National Association, as  Administrator and as LC Bank.  





 






Annex D-2  122351039\V-4  ASSIGNOR:  [__________], as a Related Committed Purchaser  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  ASSIGNEE:  [__________], as a Purchasing Related Committed Purchaser  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  [Address]  Accepted as of date first above written:  [__________], as Purchaser Agent for  the [__________] Purchaser Group  By: ___________________________  Name: ________________________  Title: _________________________  Avantor Receivables Funding, LLC, as Seller  By: ___________________________  Name: ________________________  Title: _________________________  





 






Annex E-1  122351039\V-4  ANNEX E  FORM OF PAYDOWN NOTICE  Dated as of [___________ __, 20__]  PNC Bank, National Association  300 Fifth Avenue  Pittsburgh, PA 15222  Attention: [__________]  [Each Purchaser Agent]  Ladies and Gentlemen:  Reference is hereby made to the Receivables Purchase Agreement, dated as of [_______  __], 2020 (as amended, restated, supplemented or otherwise modified through the date hereof,  the “Receivables Purchase Agreement”), among Avantor Receivables Funding, LLC, as Seller,  VWR International, LLC, as Servicer, the various Purchasers, Purchaser Agents and LC  Participants from time to time party thereto and PNC Bank, National Association, as  Administrator and as LC Bank.  Capitalized terms used in this paydown notice and not otherwise  defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement.  This letter constitutes a paydown notice pursuant to Section 1.4(f)(i) of the Receivables  Purchase Agreement.  The Seller desires to reduce the Aggregate Capital on __________,  __________ by the application of $ __________ in cash to pay Aggregate Capital and Discount  to accrue (until such cash can be used to pay commercial paper notes) with respect to such  Aggregate Capital, together with all costs related to such reduction of Aggregate Capital.   Subsequent to this paydown, the aggregate outstanding Capital will be $ __________consisting  of $___________ of Dollar Purchases and €____________ of Alternative Currency Purchases.  





 






Annex E-2  122351039\V-4  IN WITNESS WHEREOF, the undersigned has caused this paydown notice to be  executed by its duly authorized officer as of the date first above written.  AVANTOR RECEIVABLES FUNDING, LLC  By: _______________________________________  Name: ____________________________________  Title: _____________________________________  





 






Annex F-1  122351039\V-4  ANNEX F  FORM OF LETTER OF CREDIT APPLICATION  (Attached)