Exhibit






Exhibit 10.2
	
	
	 




GUARANTEE AND COLLATERAL AGREEMENT
dated as of
September 28, 2015
among
VWR CORPORATION,
VWR FUNDING, INC.,
Certain of its Subsidiaries
from time to time party hereto
and
CITIBANK, N.A.,
as Collateral Agent
	
	
	 











TABLE OF CONTENTS
	
				
	 
	 
	Page
	


	 
	 
	 

	ARTICLE I Definitions
	1
	


	 
	 
	 

	SECTION 1.01.
	Credit Agreement
	1
	


	SECTION 1.02.
	Other Defined Terms
	2
	


	 
	 
	 

	ARTICLE II Guarantee
	9
	


	 
	 
	 

	SECTION 2.01.
	Guarantee
	9
	


	SECTION 2.02.
	Guarantee of Payment
	10
	


	SECTION 2.03.
	No Limitations, Etc.
	10
	


	SECTION 2.04.
	Reinstatement
	11
	


	SECTION 2.05.
	Agreement To Pay; Subrogation
	11
	


	SECTION 2.06.
	Information
	11
	


	SECTION 2.07.
	Keepwell
	12
	


	 
	 
	 

	ARTICLE III Security Interests in Personal Property
	12
	


	 
	 
	 

	SECTION 3.01.
	Security Interest
	12
	


	SECTION 3.02.
	Representations and Warranties
	14
	


	SECTION 3.03.
	Covenants
	16
	


	SECTION 3.04.
	Other Actions
	17
	


	SECTION 3.05.
	Voting Rights; Dividends and Interest, Etc.
	17
	


	SECTION 3.06.
	Additional Covenants Regarding Patent, Trademark and Copyright Collateral
	18
	


	 
	 
	 

	ARTICLE IV Remedies
	19
	


	 
	 
	 

	SECTION 4.01.
	Pledged Collateral
	19
	


	SECTION 4.02.
	Uniform Commercial Code and Other Remedies
	20
	


	SECTION 4.03.
	Application of Proceeds
	22
	


	SECTION 4.04.
	Grant of License to Use Intellectual Property
	23
	


	SECTION 4.05.
	[RESERVED].
	23
	


	SECTION 4.06.
	Securities Act, Etc.
	23
	


	 
	 
	 

	ARTICLE V Indemnity, Subrogation and Subordination
	24
	


	 
	 
	 

	SECTION 5.01.
	Indemnity and Subrogation
	24
	


	SECTION 5.02.
	Contribution and Subrogation
	24
	


	SECTION 5.03.
	Subordination
	24
	


	 
	 
	 

	ARTICLE VI Miscellaneous
	25
	


	 
	 
	 

	SECTION 6.01.
	Notices
	25
	


	SECTION 6.02.
	Survival of Agreement
	25
	


	SECTION 6.03.
	Binding Effect; Several Agreement
	25
	






i






	
				
	SECTION 6.04.
	Successors and Assigns
	25
	


	SECTION 6.05.
	Collateral Agent’s Expenses; Indemnity
	25
	


	SECTION 6.06.
	Collateral Agent Appointed Attorney-in-Fact
	26
	


	SECTION 6.07.
	Applicable Law
	26
	


	SECTION 6.08.
	Waivers; Amendment
	26
	


	SECTION 6.09.
	WAIVER OF JURY TRIAL
	27
	


	SECTION 6.10.
	Severability
	27
	


	SECTION 6.11.
	Counterparts
	27
	


	SECTION 6.12.
	Headings
	27
	


	SECTION 6.13.
	Jurisdiction; Consent to Service of Process
	28
	


	SECTION 6.14.
	Termination or Release
	28
	


	SECTION 6.15.
	Additional Subsidiaries
	28
	


	SECTION 6.16.
	Security Interest and Obligations Absolute
	29
	


	SECTION 6.17.
	Obligations of the Foreign Subsidiary Borrowers
	29
	





Schedules
Schedule I    Equity Interests; Pledged Debt Securities
Schedule II    Intellectual Property
Schedule III    Offices for UCC Filings
Schedule IV    UCC Information
Exhibits
Exhibit A    Form of Supplement

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GUARANTEE AND COLLATERAL AGREEMENT dated as of September 28, 2015 (this “Agreement”), among VWR CORPORATION, a Delaware corporation, VWR FUNDING, INC., a Delaware corporation (the “Parent Borrower”), the subsidiaries of the Parent Borrower from time to time party hereto and CITIBANK, N.A. (“Citi”), as collateral agent (in such capacity, the “Collateral Agent”).
PRELIMINARY STATEMENT
Reference is made to the Credit Agreement dated as of September 28, 2015 (as amended, restated, amended and restated, supplemented, refinanced or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, each of the Foreign Subsidiary Borrowers (as defined therein) party from time to time thereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower, collectively, the “Borrowers” and each a “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Citi, as administrative agent (in such capacity, the “Administrative Agent”) and the Collateral Agent.
The Lenders and each Issuing Bank have agreed to extend credit to the Borrowers, in each case pursuant to, and upon the terms and conditions specified in, the Credit Agreement.  The Hedge Creditors have agreed (or may in the future agree) to enter into Hedging Obligations with one or more Loan Parties or one or more Restricted Subsidiaries.  The Cash Management Creditors have agreed (or may in the future agree) to enter into Cash Management Obligations with one or more Loan Parties or one or more Restricted Subsidiaries.  The obligations of the Lenders and each Issuing Bank to extend credit to the Borrowers, the agreement of the Hedge Creditors to enter into and maintain Hedging Obligations with one or more Loan Parties or one or more Restricted Subsidiaries and the agreement of the Cash Management Creditors to enter into and maintain Cash Management Obligations with one or more Loan Parties or one or more Restricted Subsidiaries are, in each case, conditioned upon, among other things, the execution and delivery of this Agreement by each Borrower and each Guarantor.  Each Guarantor is an Affiliate of the Borrowers, will derive substantial benefits from the extension of credit to the Borrowers pursuant to the Credit Agreement and from the entering into and/or maintaining of such Hedging Obligations and/or maintaining of such Cash Management Obligations and is willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit, the Hedge Creditors to enter into and maintain such Hedging Obligations and the Cash Management Creditors to enter into and maintain such Cash Management Obligations.  Accordingly, the parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01    Credit Agreement.
(a)    Capitalized terms used in this Agreement and not otherwise defined herein have the meanings set forth in the Credit Agreement.  All capitalized terms defined in the UCC (as such term is defined herein) and not defined in this Agreement have the meanings specified therein.







(b)    Sections 1.02, 1.05, 1.06, 1.07, 1.08 and 1.09 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.
SECTION 1.02    Other Defined Terms.  As used in this Agreement, the following terms have the meanings specified below:
“Account Debtor” means any Person who is or who may become obligated to any Grantor under, with respect to or on account of an Account.
“Administrative Agent” shall have the meaning assigned to such term in the preliminary statement.
“After-Acquired Intellectual Property” shall have the meaning assigned to such term in Section 3.06(d).
“Agreement” shall have the meaning assigned to such term in the preamble, including as this Agreement may be amended, restated, supplemented or otherwise modified from time to time.
“Bankruptcy Default” shall mean an Event of Default of the type described in Sections 7.01(g) and (h) of the Credit Agreement.
“Cash Collateral Account” shall mean a non-interest bearing (or, at the election of the Parent Borrower, interest bearing) cash collateral account maintained with, and in the sole dominion and control of, the Collateral Agent for the benefit of the Secured Parties into which shall be deposited cash collateral in respect of Letters of Credit.
“Cash Management Creditor” shall mean, with respect to the Cash Management Obligations of a Loan Party or any Restricted Subsidiary, a counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or at the time such Cash Management Obligation is entered into (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into any Cash Management Obligations, ceases to be a Lender).
“Cash Management Obligations” shall mean, with respect to any Person, the obligations of such Person under any agreement or arrangement to provide cash management services, including treasury, depository, overdraft, credit or debit card, electronic funds transfer and other cash management arrangements; provided that any such obligations of any Loan Party or any Restricted Subsidiary owing to the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or any Lender shall only constitute “Cash Management Obligations” hereunder at the option of the Parent Borrower as notified in writing to the Administrative Agent.
“Claiming Guarantor” shall have the meaning assigned to such term in Section 5.02.
“Collateral” shall have the meaning assigned to such term in Section 3.01; provided, that in no event shall Collateral include any Excluded Collateral.

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“Collateral Agent” shall have the meaning assigned to such term in the preamble.
“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.).
“Contributing Guarantor” shall have the meaning assigned to such term in Section 5.02.
“Copyright License” shall mean any written agreement, now or hereafter in effect, granting any right to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Parent Borrower or such Grantor) under any Copyright now or hereafter owned by any Grantor or that such Grantor otherwise has the right to license, or granting any right to any Grantor under any copyright now or hereafter owned by any third party, and all rights of such Grantor under any such agreement.
“Copyrights” shall mean all of the following now owned or hereafter acquired by any Grantor:  (a) all copyright rights in any work subject to the copyright laws of the United States, whether as author, assignee, transferee or otherwise, (b) all registrations and applications for registration of any such copyright in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (or any successor office), including those copyrights listed on Schedule II, and (c) all causes of action arising prior to or after the date hereof for infringement of any Copyright or unfair competition regarding the same.
“Credit Agreement” shall have the meaning assigned to such term in the preliminary statement.
“Domain Names” shall mean all internet domain names and associated URL addresses in or to which any Grantor now owns or hereafter acquires.
“Excluded Collateral” shall mean:
(a)    any General Intangible or other rights arising under any charters, authorizations, contracts, indentures, Instruments, leases, licenses, license agreements (including Licenses) or other documents or agreements, to the extent (and only to the extent) that the grant of a security interest would (i) constitute a violation of a restriction in favor, or require the consent, of a third party on such grant, unless and until any required consents shall have been obtained, (ii) give any other party the right to terminate its obligations thereunder, or (iii) violate any law or regulation or such document or agreement, provided, however, that (1) any portion of any such General Intangible or other rights arising under any charters, authorizations, contracts, indentures, Instruments, leases, licenses, license agreements (including Licenses) or other documents or agreements shall cease to constitute Excluded Collateral pursuant to this clause (a) at the time and to the extent that the grant of a security interest therein does not result in any of the consequences specified above and (2) the limitation set forth in this clause (a) above shall not affect, limit, restrict or impair the grant by a Grantor of a security interest pursuant to this Agreement in any such General Intangible or other right, to the extent that an otherwise applicable prohibi-

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tion or restriction on such grant is rendered ineffective by any applicable law, including the UCC;
(b)    any Letter of Credit Rights the perfection of a security interest in which cannot be accomplished by the filing of a UCC-1 financing statement pursuant to the UCC in the relevant jurisdiction;
(c)    solely in the case of the Domestic Obligations, the Hedging Obligations of each Loan Party and each Restricted Subsidiary owing to a Hedge Creditor (other than the Hedging Obligations of any Foreign Subsidiary Borrower), the Cash Management Obligations of each Loan Party and each Restricted Subsidiary owing to a Cash Management Creditor (other than the Cash Management Obligations of any Foreign Subsidiary Borrower), any voting Equity Interests of any Foreign Subsidiary or CFC Holdco in excess of 65% of the Equity Interests representing the total combined voting power of all classes of Equity Interests of such Foreign Subsidiary or CFC Holdco, as the case may be, entitled to vote;
(d)    as to which the Collateral Agent and the Parent Borrower reasonably determine that the costs or burden of obtaining a security interest in any assets or category of assets (or perfecting the same) outweigh the benefit to the Secured Parties of the security afforded thereby;
(e)    property or assets owned by any Grantor on the date hereof or hereafter acquired that is subject to a Lien securing a purchase money obligation, Capitalized Lease Obligation or similar arrangement permitted to be incurred pursuant to the Credit Agreement, for so long as the contract or other agreement in which such Lien is granted (or the documentation providing for such purchase money obligation, Capitalized Lease Obligation or similar arrangement) prohibits the creation of any other Lien on such Equipment;
(f)    any interest in joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more third parties (it being understood and agreed that no Grantor shall have any obligation to obtain such consent);
(g)    applications filed in the United States Patent and Trademark Office to register trademarks or service marks on the basis of any Grantor’s “intent to use” such trademarks or service marks unless and until the filing of a “Statement of Use” or “Amendment to Allege Use” has been filed and accepted, whereupon such applications shall be automatically subject to the Lien granted herein and deemed included in the Collateral;
(h)    all vehicles and other assets subject to a certificate of title statute, Farm Products and As-Extracted Collateral;
(i)    any property to the extent that and for so long as such grant of a security interest is prohibited by any Requirements of Law of a Governmental Authority, requires a consent not obtained of any Governmental Authority pursuant to such Requirement of Law or is prohibited by, or constitutes a breach of default under, or which would violate

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or invalidate or result in the creation of a security interest under, or results in the termination of or requires any consent not obtained under, any contract, license, charter, authorization, agreement, instrument or other document evidencing or giving rise to such property or, in the case of any Investment Property or any Pledged Security, any applicable shareholder or similar agreement, and, in each case, in the event of any such contract or agreement, such prohibition was not created in contemplation of the creation of a security interest therein except, in each case, to the extent that such Requirement of Law or the term in such contract, license, agreement, instrument or other document or shareholder or similar agreement providing for such prohibition, breach, default or termination or requiring such consent is ineffective under applicable law, including the UCC;
(j)    any commercial tort claim;
(k)    any assets to the extent a security interest in such assets would result in adverse tax consequences as reasonably determined by the Parent Borrower; 
(l)    Equity Interests in Unrestricted Subsidiaries, Immaterial Subsidiaries, captive insurance subsidiaries and special purpose entities; provided, that in the case of any special purpose entity, only to the extent the pledge of its Equity Interests is prohibited by its organizational documents or any agreements to which it is a party; 
(m)    any direct Proceeds, substitutions or replacements of any of the foregoing, but only to the extent such Proceeds, substitutions or replacements would otherwise constitute Excluded Collateral; 
(n)    Margin Stock;
(o)    any fee owned real property that does not constitute a Mortgaged Property and all real property leasehold interests (including any requirement to obtain landlord waivers, consents or estoppels); 
(p)    any property or assets subject to Liens existing on the Closing Date and set forth on Schedule 6.02 of the Credit Agreement so long as the contract in which such Lien is granted prohibits the creation of any other Lien on such property or assets;
(q)    any property or assets subject to Liens on the Equity Interests of a subsidiary of the Parent Borrower that exist at the time such Person becomes a subsidiary of the Parent Borrower (subject to such Lien not being created in contemplation of such acquisition, formation or conversion in the case of an Unrestricted Subsidiary becoming a Restricted Subsidiary) including any refinancing or extension thereof; and
(r)    any property or assets subject to Liens at the time a Loan Party acquires such property or assets, including any acquisition by means of a merger or consolidation including any refinancing or extension thereof.
Furthermore (1) no term used in the definition of Collateral (or any component definition thereof) shall be deemed to include any Excluded Collateral and (2) for the avoidance of doubt, no additional actions shall be required under the laws of any foreign jurisdiction with respect to (x)

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any Equity Interests issued by a Foreign Subsidiary or any CFC Holdco (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-United States jurisdiction) or (y) any assets that are located or titled outside of the United States or assets that require action under the law of any non-United States jurisdiction to create or perfect a security interest in such assets (it being understood that there shall be no security agreements governed under the laws of any non-United States jurisdiction).  Notwithstanding anything to the contrary herein or in the other Loan Documents, no Grantor shall be required to (A) except with respect to the Cash Collateral Account, enter into any control agreement with respect to any Deposit Account, Securities Account or Commodities Account or to take any other action with respect to any Collateral to perfect through control agreements, (B) enter into any type of landlord waiver, bailee waiver, collateral access agreement or similar type of agreement with respect to any leasehold interest in real property or (C) with respect to any real property owned by any Grantor, enter into any Mortgage or other type of security documentation with respect to such real property, except to the extent required by Sections 5.09 and 5.10 of the Credit Agreement.
“Federal Securities Laws” shall have the meaning assigned to such term in Section 4.05.
“Fraudulent Conveyance” shall have the meaning assigned to such term in Section 2.01.
“Grantors” shall mean the Borrowers and the Guarantors.
“Hedge Creditor” shall mean, with respect to the Hedging Obligations of a Loan Party or any Restricted Subsidiary, a counterparty that is the Administrative Agent or a Lender or an Affiliate of the Administrative Agent or a Lender as of the Closing Date or at the time such Hedging Obligation is entered into (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into any Hedging Obligations, ceases to be a Lender).
“Intellectual Property” shall mean all intellectual and similar property of any Grantor of every kind and nature now owned or hereafter acquired by such Grantor, including all of the following that are owned or hereafter acquired by such Grantor (i) Patents, Copyrights, Licenses, Trademarks, (ii) trade secrets, confidential or proprietary technical and business information, know how and databases and all other proprietary information, (iii) Domain Names, and (iv) all improvements to any of the foregoing.
“Investment Property” shall mean (a) all “investment property” as such term is defined in the New York UCC (other than Excluded Collateral) and (b) whether or not constituting “investment property” as so defined, all Pledged Debt Securities and Pledged Stock.
“License” shall mean any Patent License, Trademark License, Copyright License or other license or sublicense agreement relating to Intellectual Property to which any Grantor is a party.
“Loan Document Obligations” shall mean (a) the Domestic Obligations (as defined in the Credit Agreement), and (b) the Foreign Obligations (as defined in the Credit Agreement).

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“Loans” shall mean all Loans under, and as defined in, the Credit Agreement.
“New York UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.
“Obligations” shall mean (a) the Loan Document Obligations, (b) the due and punctual payment and performance of all Hedging Obligations of each Loan Party or any Restricted Subsidiary owing to a Hedge Creditor, and (c) the due and punctual payment and performance of all Cash Management Obligations of each Loan Party or any Restricted Subsidiary owing to a Cash Management Creditor, in each case, whether outstanding on the date hereof or arising from time to time following the date of this Agreement; provided that the “Obligations” shall exclude any Excluded Swap Obligations.
“Parent Borrower Guaranteed Obligations” shall have the meaning assigned to such term in Section 2.01.
“Patent License” shall mean any written agreement, now or hereafter in effect, granting to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Borrower or such Grantor) any right to make, use or sell any invention on which a Patent, now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, is in existence, or granting to any Grantor any right to make, use or sell any invention on which a patent, now or hereafter owned by any third person, is in existence, and all rights of any Grantor under any such agreement.
“Patents” shall mean all of the following now owned or hereafter acquired by any Grantor:  (a) all letters patent of the United States, all registrations and recordings thereof, and all applications for letters patent of the United States, including registrations, recordings and pending applications in the United States Patent and Trademark Office (or any successor), including those listed on Schedule II, and (b) all reissues, continuations, divisions, continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed therein, including the right to make, use and/or sell the inventions disclosed or claimed therein.
“Pledged Collateral” shall mean (a) the Pledged Stock, (b) the Pledged Debt Securities, (c) subject to Section 3.05, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect of, the securities referred to in clauses (a) and (b) above, (d) subject to Section 3.05, all rights of such Grantor with respect to the securities and other property referred to in clauses (a), (b) and (c) above and (e) all Proceeds of any of the foregoing; provided, that in no event shall Pledged Collateral include any Excluded Collateral.
“Pledged Debt Securities” shall mean (a) the debt securities and promissory notes held by any Grantor on the date hereof (including all such debt securities and promissory notes listed opposite the name of such Grantor on Schedule I), (b) any debt securities or promissory notes in the future issued to such Grantor and (c) any other instruments evidencing the debt securities described above, if any; provided, that in no event shall Pledged Debt Securities include any Excluded Collateral.

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“Pledged Securities” shall mean any promissory notes, stock certificates or other securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral; provided, that in no event shall Pledged Securities include any Excluded Collateral.
“Pledged Stock” shall mean (a) (i) the Equity Interests owned by any Grantor on the date hereof (including all such Equity Interests listed on Schedule I) and (ii) thereafter, any other Equity Interest obtained in the future by such Grantor, in the case of each of clauses (i) and (ii), to the extent that the same do not constitute Excluded Collateral, and (b) the certificates, if any, representing all such Equity Interests.
“Qualified ECP Guarantor” shall mean in respect of any Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Registered Intellectual Property” shall mean all Copyrights, Patents and Trademarks issued by, registered with, renewed by or the subject of a pending application before the United States Patent and Trademark Office or the United States Copyright Office.
“Secured Parties” shall mean (a) the Lenders, (b) the Administrative Agent, (c) the Collateral Agent, (d) the Issuing Banks, (e) each Hedge Creditor, (f) each Cash Management Creditor and (g) the permitted successors and assigns of each of the foregoing.
“Security Interest” shall have the meaning assigned to such term in Section 3.01.
“Specified Loan Party” means any Loan Party that is not an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 2.07).
“Trademark License” shall mean any written agreement, now or hereafter in effect, granting to any third person (other than an agreement with any Person who is an affiliate or a subsidiary of the Borrower or such Grantor) any right to use any trademark now or hereafter owned by any Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor any right to use any trademark now or hereafter owned by any third person, and all rights of any Grantor under any such agreement.
“Trademarks” shall mean all of the following now owned or hereafter acquired by any Grantor:  (a) all trademarks, service marks, trade names, corporate names, company names, business names, fictitious business names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office (or any successor office), and all extensions or renewals thereof, including those registrations and applications listed on Schedule II, (b) all goodwill associated therewith or symbolized thereby, (c) all other assets, rights and interests that

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uniquely reflect or embody such goodwill and (d) all causes of action arising prior to or after the date hereof for infringement of any trademark or unfair competition regarding the same.
“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York; provided, however, that, in the event that, by reason of mandatory provisions of law, any of the attachment, perfection or priority of the Collateral Agent’s and the Secured Parties’ security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.
ARTICLE II
Guarantee
SECTION 2.01    Guarantee.  Each Guarantor absolutely, irrevocably and unconditionally guarantees to the Secured Parties, jointly with the other Guarantors (other than the Parent Borrower) and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations.  Each Guarantor (other than the Parent Borrower) further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.  Each Guarantor waives (to the extent permitted by applicable law) presentment to, demand of payment from and protest to the Borrowers or any other Loan Party of any Obligation, and also waives (to the fullest extent permitted by applicable law) notice of acceptance of its guarantee and notice of protest for nonpayment.
The Parent Borrower hereby agrees that it is jointly and severally liable for, and, as primary obligor and not merely as surety, and absolutely and unconditionally guarantees to the Secured Parties, the prompt payment when due and payable, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations (other than Obligations that are expressly the primary obligations of the Parent Borrower pursuant to the terms of any Loan Document, Hedging Obligations, Cash Management Obligations or Swap Obligations, which Obligations shall continue to be the primary obligations of the Parent Borrower) (collectively, the “Parent Borrower Guaranteed Obligations”).  The Parent Borrower further agrees that the Parent Borrower Guaranteed Obligations may be extended or renewed in whole or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension or renewal.
Notwithstanding any provision of this Agreement to the contrary, it is intended that this Agreement, and any Liens granted hereunder by each Guarantor to secure the Obligations, not constitute a “Fraudulent Conveyance” (as defined below).  Consequently, each Guarantor agrees that if this Agreement, or any Liens securing the Obligations, would, but for the application of this sentence, constitute a Fraudulent Conveyance, this Agreement and each such Lien shall be valid and enforceable only to the maximum extent that would not cause this Agreement or such Lien to constitute a Fraudulent Conveyance, and this Agreement shall automatically be deemed to have been amended accordingly at all relevant times.  For purposes here-

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of, “Fraudulent Conveyance” means a fraudulent conveyance or fraudulent transfer under Section 548 of the Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the provisions of any applicable fraudulent conveyance or fraudulent transfer law or similar law of any state, nation or other governmental unit, as in effect from time to time.
SECTION 2.02    Guarantee of Payment.  Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due and payable and not of collection, and, to the fullest extent permitted by applicable law, waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any security held for the payment of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or to any balance of any Deposit Account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrowers or any other person.
SECTION 2.03    No Limitations, Etc.
(a)    Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 6.14, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense (other than the occurrence of the Termination Date) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise, (ii) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, any Loan Document (other than pursuant to the terms of a waiver, amendment, modification or release of this Agreement in accordance with the terms hereof) or any other agreement, including with respect to the release of any other Guarantor under this Agreement and so long as any such amendment, modification or waiver of any Loan Document is made in accordance with Section 9.08 of the Credit Agreement, (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Collateral Agent or any other Secured Party for the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or any of them, (iv) any default, failure or delay, willful or otherwise, in the performance of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or (v) any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the occurrence of the Termination Date).  Each Guarantor expressly authorizes the Collateral Agent, in accordance with the Credit Agreement and applicable law, to take and hold security for the payment and performance of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in its sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations (other than the Parent Borrower Guaranteed Obligations), all without affecting the obligations of any Guarantor hereunder.

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(b)    To the fullest extent permitted by applicable law, each Guarantor waives any defense (other than the occurrence of the Termination Date) based on or arising out of any defense of any Borrower or any other Loan Party or the unenforceability of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, or any part thereof from any cause, or the cessation from any cause of the liability of the Borrowers or any other Loan Party, other than the occurrence of the Termination Date.  The Collateral Agent and the other Secured Parties may, in accordance with the Credit Agreement, this Agreement and applicable law, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, make any other accommodation with any Borrower or any other Loan Party or exercise any other right or remedy available to them against any Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Termination Date has occurred.  To the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Loan Party, as the case may be, or any security.
SECTION 2.04    Reinstatement.  Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation or Parent Borrower Guaranteed Obligations, as applicable, is rescinded or must otherwise be restored by the Collateral Agent or any other Secured Party upon the bankruptcy or reorganization of any Borrower, any other Loan Party or otherwise, notwithstanding the occurrence of the Termination Date.
SECTION 2.05    Agreement To Pay; Subrogation.  In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Borrower or any other Loan Party to pay any Obligation or Parent Borrower Guaranteed Obligation, as applicable, when and as the same shall become due and payable, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will promptly pay, or cause to be paid, to the Collateral Agent for distribution to the Secured Parties in cash the amount of such unpaid Obligation or Parent Borrower Guaranteed Obligation, as applicable (in each case, other than payment of any contingent obligations).  Upon payment by any Guarantor of any sums to the Collateral Agent as provided above, all rights of such Guarantor against any Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article V.
SECTION 2.06    Information.  Each Guarantor assumes all responsibility for being and keeping itself reasonably informed of each Borrower’s and each other Loan Party’s financial condition and assets and of all other circumstances bearing upon the risk of nonpayment of the Obligations or Parent Borrower Guaranteed Obligations, as applicable, and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that neither the Collateral Agent nor any other Secured Party will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

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SECTION 2.07    Keepwell.  Each Loan Party that is a Qualified ECP Guarantor at the time the Guarantee or the grant of the security interest hereunder, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under this Guarantee and the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without such Qualified ECP Guarantor’s obligations and undertakings under this Section 2.07 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and effect until the Termination Date. Each Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.
ARTICLE III
Security Interests in Personal Property
SECTION 3.01    Security Interest.  
As security for the payment or performance, as the case may be, in full of the Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (but excluding any Excluded Collateral, collectively, the “Collateral”):
(i)all Accounts;
(ii)the Cash Collateral Account and all cash, securities, Instruments and other property deposited or required to be deposited therein;
(iii)all Chattel Paper;
(iv)all Documents;
(v)all Equipment;
(vi)all General Intangibles;
(vii)all Goods;
(viii)all Instruments;

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(ix)all Inventory;
(x)all Investment Property;
(xi)all Intellectual Property;
(xii)all Pledged Collateral;
(xiii)all books and records pertaining to the Collateral;
(xiv)all Supporting Obligations;
(xv)all cash and cash equivalents and Deposit Accounts, and
(xvi)to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any person with respect to any of the foregoing.
Notwithstanding the foregoing, in no event shall any control agreements be required to be obtained in respect of any Collateral other than the Cash Collateral Account.  Notwithstanding the foregoing or anything else to the contrary herein or in any other Loan Document, the Collateral (and any defined term used in the definition thereof) shall not include any Excluded Collateral and the Grantors shall not be required to take any action intended to cause “Excluded Collateral” to constitute Collateral and none of the covenants or representations and warranties contained in this Agreement or the other Loan Documents shall be deemed to apply to any assets or property constituting Excluded Collateral.
(b)    Each Grantor hereby authorizes the Collateral Agent at any time and from time to time to file in any relevant jurisdiction any financing statements (including fixture filings solely with respect to real property constituting Collateral) with respect to the Collateral or any part thereof and amendments thereto that (i) indicate the Collateral as “all assets” of such Grantor or words of similar effect, and (ii) contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor and (y) in the case of a financing statement filed as a fixture filing, a sufficient description of the real property to which such Collateral relates.  Each Grantor agrees to provide such information to the Collateral Agent promptly upon written request.  The Collateral Agent agrees, upon request by the Parent Borrower and, at its expense, to promptly furnish copies of such filings to the Parent Borrower.
(c)    The Collateral Agent is further authorized to file with the United States Patent and Trademark Office or United States Copyright Office (or any successor office), as applicable, such documents as may be necessary for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest in the Intellectual Property constituting Collateral granted by each Grantor, without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the Collateral Agent as secured party.  The Collateral Agent agrees, upon request by the Parent Borrower and, at its expense, to promptly furnish copies of such filings to the Parent Borrower.

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(d)    The Security Interest is granted as security only and, except as otherwise required by applicable law, shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Collateral.  Nothing contained in this Agreement shall be construed to make the Collateral Agent or any other Secured Party liable as a member of any limited liability company or as a partner of any partnership, neither the Collateral Agent nor any other Secured Party by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations or liabilities of a member of any limited liability company or as a partner in any partnership.  The parties hereto expressly agree that, unless the Collateral Agent shall become the owner of Pledged Collateral consisting of a limited liability company interest or a partnership interest in accordance with the provisions hereof, this Agreement shall not be construed as creating a partnership or joint venture among the Collateral Agent, any other Secured Party, any Grantor and/or any other Person.
SECTION 3.02    Representations and Warranties.  Each Grantor represents and warrants to the Collateral Agent and the Secured Parties that:
(a)Each Grantor has requisite power and authority to grant to the Collateral Agent, for the benefit of the Secured Parties, the Security Interest in the Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with the terms of this Agreement.
(b)(i) UCC financing statements (including fixture filings, as applicable) or other necessary UCC filings, recordings or registrations containing a description of the Collateral have been prepared by the Collateral Agent based upon the information provided to the Collateral Agent and the Secured Parties by the Grantors for filing in each governmental, municipal or other office specified on Schedule III hereof (or specified by notice from the Parent Borrower to the Collateral Agent after the Closing Date in the case of filings, recordings or registrations required by Section 5.09 of the Credit Agreement), which are all the UCC filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States Copyright Office in order to perfect the Security Interest in the Collateral consisting of Registered Intellectual Property) that are necessary as of the Closing Date (or after the Closing Date, in the case of UCC filings, recordings or registrations required by Section 5.09 of the Credit Agreement) to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Collateral in which the Security Interest may be perfected by UCC filings, recordings or registrations in the United States (or any political subdivision thereof) and its territories and possessions, and as of the date hereof no further or subsequent UCC filing, refiling, recording, rerecording, registration or reregistration is necessary in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements.  (ii) Notwithstanding the foregoing, each Grantor represents and warrants that a fully executed short form security agreement in the form attached to the Credit Agreement as Exhibits F-1, F-2 and F-3, and containing a description of all Collateral consisting of Registered Intellectual Property has been or will be delivered to the Collateral Agent for recording by the United States Patent and Trademark Office and the United States Copyright Office to protect the validity of and to establish a legal, valid and perfected security

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interest in favor of the Collateral Agent in respect of all such Collateral in which a security interest may be perfected by filing, recording or registration in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, and as of the date hereof no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than filings described in Section 3.02(b)(i), and other than such actions as are necessary to perfect the Security Interest with respect to any Collateral consisting of Registered Intellectual Property and that are acquired or developed after the date hereof).
(c)The Security Interest constitutes (i) a legal and valid security interest in all Collateral securing the payment and performance of the Obligations, (ii) subject to the filings described in Section 3.02(b), a perfected security interest in all Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any state thereof) pursuant to the Uniform Commercial Code and (iii) subject to the filings described in Section 3.02(b), a security interest that shall be perfected in all Collateral in which a security interest may be perfected upon the receipt and recording of this Agreement (or the applicable short form security agreement) with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, within the three (3) month period (commencing as of the date hereof) pursuant to 35 U.S.C. § 261 or 15 U.S.C. § 1060 or the one month period (commencing as of the date hereof) pursuant to 17 U.S.C. § 205.  The Security Interest is and shall be prior to any other Lien on any of the Collateral, other than Permitted Liens.
(d)Schedule I correctly sets forth as of the Closing Date the percentage of the issued and outstanding shares or units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests, debt securities and promissory notes required to be pledged hereunder.
(e)The Pledged Stock and Pledged Debt Securities have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock issued by a corporation, are fully paid and nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding obligations of the issuers thereof, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or other similar laws of general applicability relating to or limited creditors’ rights generally and general principles of equity or at law.
(f)Schedule IV correctly sets forth as of the Closing Date (i) the exact legal name of each Grantor, as such name appears in its respective certificate or articles of incorporation or formation, (ii) the jurisdiction of organization of each Grantor, (iii) the address of the chief executive office of each Grantor, (iv) the organizational identification number, if any, issued by the jurisdiction of organization of each Grantor, (v) the identity or type of organization of each Grantor and (vi) the Federal Taxpayer Identification Number, if any, of each Grantor which is a Loan Party.  The Parent Borrower agrees to update the information required pursuant to the preceding sentence as provided in Section 5.06 of the Credit Agreement.  Each Grantor agrees that as a result of any change referred to in Section 5.06 of the Credit Agreement, such Grantor shall cause all filings to

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be made under the UCC or otherwise that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected first priority (subject to Permitted Liens) security interest in all the Collateral, for the benefit of the Secured Parties.
(g)The Collateral is owned by the Grantors free and clear of any Lien, except for Permitted Liens.
(h)Notwithstanding the foregoing or anything else in this Agreement to the contrary, no representation, warranty or covenant is made with respect to the creation or perfection of a security interest in Collateral to the extent such creation or perfection would require (A) any filing other than a filing in the United States or America, any state thereof and the District of Columbia or (B) other action under the laws of any jurisdiction other than the United States of America, any state thereof and the District of Columbia.
(i)As of the Closing Date, each Grantor represents and warrants that the Trademarks, Patents and Copyrights listed on Schedule II include all Registered Intellectual Property, that such Grantor owns (as such schedule may be updated from time to time pursuant to Section 6.15 or Section 5.09 of the Credit Agreement).
SECTION 3.03    Covenants.
(a)Subject to Section 3.02(h), each Grantor shall, at its own expense, take all commercially reasonable actions necessary to defend title to any material Collateral against all Persons and to defend the Security Interest of Collateral Agent in any material Collateral and the priority thereof against any Lien which does not constitute a Permitted Lien.
(b)Subject to Section 3.02(h), each Grantor agrees, upon written request by the Collateral Agent and at its own expense, to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and take all such actions as the Collateral Agent may from time to time reasonably deem necessary to obtain, preserve, protect and perfect the Security Interest and the rights and remedies created hereby, including the payment of any fees and Taxes (subject to Permitted Liens) required in connection with the execution and delivery of this Agreement, the granting of the Security Interest and the filing of any financing or continuation statements (including fixture filings) or other documents in connection herewith or therewith; provided that in no event shall any control agreements be required other than with respect to the Cash Collateral Account.
(c)At its option, but only following 5 Business Days’ written notice to each Grantor of its intent to do so and if the applicable Grantor has not undertaken the required remedial action within such period, the Collateral Agent may discharge past due Taxes, assessments, charges, fees or Liens at any time levied or placed on the Collateral which do not constitute a Permitted Lien, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement, and each Grantor agrees to reimburse the Collateral Agent within 30 days after written demand for any reasonable and documented out-of-pocket payment made or any reasonable and documented out-of-pocket expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that

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nothing in this paragraph shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to Taxes, assessments, charges, fees or Liens and maintenance as set forth herein or in the other Loan Documents.
(d)Each Grantor shall remain liable to observe and perform all conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Collateral, all in accordance with the terms and conditions thereof.
SECTION 3.04    Other Actions.  In order to further ensure the attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, the Security Interest in the Collateral, each Grantor agrees, in each case at such Grantor’s own expense, to take the following actions with respect to the following Collateral:
(a)Instruments.  If any Grantor shall at any time hold or acquire any Pledged Debt Securities or other Instruments in excess of $10,000,000 individually, such Grantor shall, on or prior to the later to occur of (i) 45 days following the date of such creation or acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following such creation or acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Collateral Agent may consent), endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of endorsement, transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify.
(b)Investment Property.  Subject to the terms hereof, if any Grantor shall at any time hold or acquire any Certificated Securities (which shall include, for the avoidance of doubt, any certificate representing the Equity Interests of any limited liability company or limited partnership constituting Collateral, the Equity Interests of which constitute “securities”, within the meaning of, and governed by, Article 8 of the UCC (including Section 102(a)(15) thereof)), to the extent the same do not constitute Excluded Collateral, such Grantor shall, on or prior to the later to occur of (i) 45 days following the date of such creation or acquisition and (ii) the earlier of the date of the required delivery of the Pricing Certificate following such creation or acquisition and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Collateral Agent may consent), endorse, assign and deliver the same to the Collateral Agent, accompanied by such undated instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time to time reasonably specify.  Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I and made a part hereof and supplement any prior schedule so delivered; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities and shall not in and of itself result in any Default or Event of Default.
SECTION 3.05    Voting Rights; Dividends and Interest, Etc.  Unless and until an Event of Default shall have occurred and be continuing and, except in the case of a Bankruptcy Default, the Collateral Agent shall have given the Grantors three (3) Business Days’ prior written notice of its intent to exercise its rights under this Agreement:

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(a)Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner of the Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Credit Agreement and the other Loan Documents and applicable law and no notice of any such voting or exercise of any consensual rights and powers need be given to the Collateral Agent.
(b)The Collateral Agent shall promptly execute and deliver to each Grantor, or cause to be executed and delivered to each Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a) above.
(c)Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are not prohibited by, and otherwise paid or distributed in accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Collateral shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall be held for the benefit of the Collateral Agent and the Secured Parties and shall be delivered to the Collateral Agent in substantially the same form as so received (with any necessary endorsement reasonably requested by the Collateral Agent) on or prior to the later to occur of (i) 45 days following the receipt thereof and (ii) the earlier of the date of the required delivery of the Pricing Certificate following the receipt of such items and the date which is 45 days after the end of the most recently ended fiscal quarter (or such longer period as to which the Collateral Agent may consent).
SECTION 3.06    Additional Covenants Regarding Patent, Trademark and Copyright Collateral.  
(a)Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor agrees that it will not do any act, or omit to do any act, whereby any Patent that is material to the conduct of such Grantor’s business may become invalidated or dedicated to the public, other than the expiration of such Patent at the end of its natural term, subject to such Grantor’s reasonable business judgment.
(b)Except as could not reasonably be expected to have a Material Adverse Effect, each Grantor (either itself or through its licensees or its sublicensees) will, for each registered Trademark that is material to the conduct of such Grantor’s business, use commercially reasonable efforts to maintain such Trademark registration in full force free from any legally binding determination of abandonment or invalidity of such Trademark registration due to nonuse, subject to such Grantor’s reasonable business judgment.
(c)Except to the extent failure to act could not reasonably be expected to have a Material Adverse Effect, and subject to each Grantor’s reasonable business judgment, each Grantor will take all reasonable and necessary steps that are consistent with the practice in

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any proceeding before the United States Patent and Trademark Office, and the United States Copyright Office, to maintain and pursue each material application relating to the Patents, Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain each issued Patent and each registration of the Trademarks and Copyrights that is material to the conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits of use, affidavits of incontestability and payment of maintenance fees, and, if consistent with good business judgment, to initiate opposition, interference and cancellation proceedings against third parties.
(d)Each Grantor agrees that, should it obtain an ownership interest in any Intellectual Property (other than any Excluded Collateral) after the Closing Date, to the extent that such Intellectual Property would be a part of the Collateral under the terms of this Agreement had it been owned by such Grantor as of the Closing Date, (“After-Acquired Intellectual Property”), (i) the provisions of this Agreement shall automatically apply thereto, and (ii) any such After-Acquired Intellectual Property and, in the case of Trademarks, the goodwill symbolized thereby shall automatically become part of the Collateral, subject to the terms and conditions of this Agreement.  Within 90 days after the end of each calendar year (or such longer period as to which the Collateral Agent may consent), the relevant Grantor shall sign and deliver to the Collateral Agent an appropriate Intellectual Property Security Agreement with respect to all Registered Intellectual Property that is After-Acquired Intellectual Property owned by it as of the last day of applicable fiscal quarter, to the extent that such Intellectual Property becomes part of the Collateral and to the extent that it is not covered by any previous Intellectual Property Security Agreement so signed and delivered by it.
ARTICLE IV
Remedies
SECTION 4.01    Pledged Collateral.  
(a)Upon the occurrence and during the continuance of an Event of Default and with three (3) Business Days’ prior written notice to the Parent Borrower, the Collateral Agent, on behalf of the Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in its own name as pledgee, the name of its nominee (as pledgee or as sub-agent) or the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent.  Upon the occurrence and during the continuance of an Event of Default and with three (3) Business Days’ prior written notice to the relevant Grantor, the Collateral Agent shall at all times have the right to exchange the certificates representing any Pledged Securities for certificates of smaller or larger denominations for any purpose consistent with this Agreement.
(b)Upon the occurrence and during the continuance of an Event of Default, after the Collateral Agent shall have given the Parent Borrower three (3) Business Days’ prior written notice of the suspension of their rights under paragraph (c) of Section 3.05, then all rights of any Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to paragraph (c) of Section 3.05 shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right

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and authority to receive and retain such dividends, interest, principal or other distributions.  All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of Section 3.05 shall be held for the benefit of the Collateral Agent, shall be segregated from other property or funds of such Grantor and shall be promptly delivered to the Collateral Agent upon written demand in substantially the same form as so received (with any necessary endorsement or instrument of assignment).  Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 4.03.  After all Events of Default have been cured or waived, the Collateral Agent shall promptly repay to each applicable Grantor (without interest) all dividends, interest, principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (c) of Section 3.05 and that remain in such account.
(c)Upon the occurrence and during the continuance of an Event of Default and with three (3) Business Days’ prior written notice to the Parent Borrower, all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to paragraph (a) of Section 3.05, and the obligations of the Collateral Agent under paragraph (b) of Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided, however, that, unless otherwise directed by the Required Lenders, the Collateral Agent shall have the right from time to time following and during the continuance of an Event of Default and the provision of the notice referred to above to permit the Grantors to exercise such rights.  To the extent the notice referred to in the first sentence of this paragraph (c) has been given, after all Events of Default have been cured or waived, each Grantor shall have the exclusive right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to exercise pursuant to the terms of paragraph (a) of Section 3.05, and the Collateral Agent shall again have the obligations under paragraph (b) of Section 3.05.
(d)Notwithstanding anything to the contrary contained in this Section 4.01, if a Bankruptcy Default shall have occurred and be continuing, the Collateral Agent shall not be required to give any notice referred to in Section 3.05 or this Section 4.01 in order to exercise any of its rights described in said Sections, and the suspension of the rights of each of the Grantors under said Sections shall be automatic upon the occurrence of such Bankruptcy Default.
SECTION 4.02    Uniform Commercial Code and Other Remedies.  Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on written demand to the Parent Borrower, and it is agreed that, the Collateral Agent shall have the right to take any of or all the following actions at the same or different times:  (a) with respect to any Collateral consisting of Intellectual Property, on written demand by the Collateral Agent to the Parent Borrower, to cause the Security Interest to become , solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article IV, an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantor to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral

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Agent shall determine (other than in violation of any then-existing licensing arrangements), (b) to withdraw any and all cash or other Collateral from the Cash Collateral Account and to apply such cash and other Collateral to the payment of any and all Obligations in the manner provided in, and in accordance with, Section 4.03, (c) to the fullest extent permitted by applicable law, with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without breach of the peace, and subject to the terms of any related lease agreement, to enter any premises where the  Collateral may be located for the purpose of taking possession of or removing the Collateral, and (d) generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law.  Without limiting the generality of the foregoing, each Grantor agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem necessary, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate.  The Collateral Agent shall be authorized at any such sale (if it deems it necessary to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted.
The Collateral Agent shall give each applicable Grantor 10 days’ prior written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral.  Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange.  Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale.  At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine.  The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given.  The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned.  In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice.  At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may

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bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor.  For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations (other than contingent obligations) paid in full.  As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.
Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated in writing by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) following the occurrence and during the continuation of an Event of Default and until the occurrence of the Termination Date for the purpose, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto.  Upon the occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or to pay any premium in whole or part relating thereto, the Collateral Agent may upon three (3) Business Days’ prior written notice to such Grantor, without waiving or releasing any obligation or liability of any Grantor hereunder or any Default or Event of Default, in its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent deems necessary.  All sums disbursed by the Collateral Agent in connection with this paragraph, including documented attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon written demand as provided in Section 9.05 of the Credit Agreement, by the Grantors to the Collateral Agent and shall be additional Obligations secured hereby.
SECTION 4.03    Application of Proceeds.  If an Event of Default shall have occurred and be continuing the Collateral Agent shall apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral in accordance with Section 2.17 of the Credit Agreement.  Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

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SECTION 4.04    Grant of License to Use Intellectual Property.  Solely for  the purpose of enabling the Collateral Agent to exercise its rights and remedies in this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 6.14) an irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof.  The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default and solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies in this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies; provided, however, that any license or sublicense entered into by the Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.
SECTION 4.06    Securities Act, Etc.  In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the United States Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any disposition of the Pledged Collateral permitted hereunder.  Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same.  Similarly, there may be other legal restrictions or limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect.  Each Grantor recognizes that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Collateral Agent may, with respect to any sale of such Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof.  Each Grantor acknowledges and agrees that to the extent such restrictions and limitations apply to any proposed sale of Pledged Collateral, the Collateral Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale.  Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circum-

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stances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached.  The provisions of this Section 4.05 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells.
ARTICLE V
Indemnity, Subrogation and Subordination
SECTION 5.01    Indemnity and Subrogation.  In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03), the Borrowers agree that (a) in the event a payment shall be made by any Guarantor under this Agreement, the applicable Borrowers shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any assets constituting Collateral of any Guarantor shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part a claim of any Secured Party, the Borrowers shall indemnify such Guarantor in an amount equal to the greater of the book value or the fair market value of the assets so sold.
SECTION 5.02    Contribution and Subrogation.  Each Guarantor (a “Contributing Guarantor”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any other Guarantor hereunder in respect of any Obligation or Parent Borrower Guaranteed Obligations, as applicable, or assets constituting Collateral of any other Guarantor shall be sold pursuant to any Security Document to satisfy any Obligation or Parent Borrower Guaranteed Obligations, as applicable, owed to any Secured Party, and such other Guarantor (the “Claiming Guarantor”) shall not have been fully indemnified by a Borrower as provided in Section 5.01, the Contributing Guarantor shall indemnify the Claiming Guarantor in an amount equal to (i) the amount of such payment or (ii) the greater of the book value or the fair market value of such assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be the net worth of the Contributing Guarantor on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 6.15, the date of the supplement hereto executed and delivered by such Guarantor).  Any Contributing Guarantor making any payment to a Claiming Guarantor pursuant to this Section 5.02 shall be subrogated to the rights of such Claiming Guarantor under Section 5.01 to the extent of such payment.
SECTION 5.03    Subordination.  Notwithstanding any provision of this Agreement to the contrary, all rights of the Guarantors under Sections 5.01 and 5.02 and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the Obligations until the Termination Date; provided, that if any amount shall be paid to such Grantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held for the benefit of the Secured Parties and shall promptly be paid to the Collateral Agent to be credited and applied against the Obligations or Parent Borrower Guaranteed Obligations, as applicable, whether matured or unmatured, in accordance with Section 4.03.  No failure on the part of a Borrower or any Guarantor to make the payments required

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by Sections 5.01 and 5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.
ARTICLE VI
Miscellaneous
SECTION 6.01    Notices.  All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement.  All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Parent Borrower as provided in Section 9.01 of the Credit Agreement.
SECTION 6.02    Survival of Agreement.  All covenants, agreements, representations and warranties made by the Loan Parties herein shall, be considered to have been relied upon by the Lenders and the Issuing Banks and shall survive the making by the Lenders of any Loans and issuance of any Letters of Credit by each Issuing Bank, and shall continue in full force and effect until the Termination Date.
SECTION 6.03    Binding Effect; Several Agreement.  This Agreement shall become effective when it shall have been executed by the Loan Parties and the Collateral Agent and when the Collateral Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto.  This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder.
SECTION 6.04    Successors and Assigns.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and permitted assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective successors and permitted assigns.
SECTION 6.05    Collateral Agent’s Expenses; Indemnity.  
(a)The parties hereto agree that the Collateral Agent shall be entitled to reimbursement of its reasonable and documented out-of-pocket expenses incurred hereunder as provided in Section 9.05 of the Credit Agreement.
(b)Without limitation of its indemnification obligations under the other Loan Documents, each Grantor agrees to indemnify the Collateral Agent and the other Indemnitees as and to the extent provided in Section 9.05 of the Credit Agreement.
(c)Any such amounts payable as provided hereunder shall be additional Obligations secured hereby and by the other Security Documents.  The provisions of this Section 6.05 shall survive the Termination Date.

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SECTION 6.06    Collateral Agent Appointed Attorney-in-Fact.  Each Grantor hereby appoints the Collateral Agent as the attorney-in-fact of such Grantor following the occurrence and during the continuation of and Event of Default and until the occurrence of the Termination Date for the purpose of, carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral Agent may deem necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest.  Without limiting the generality of the foregoing, the Collateral Agent shall have the right, solely upon the occurrence and during the continuance of an Event of Default, with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral, (c) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral, (d) to send verifications of Accounts to any Account Debtor, (e) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect of any Collateral, (f) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral, (g) to notify, or to require any Grantor to notify, Account Debtors to make payment directly to the Collateral Agent or the Cash Collateral Account, and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement in accordance with its terms, as fully and completely as though the Collateral Agent were the absolute owner of the Collateral for all purposes; provided, however, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby.  The Collateral Agent and the Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence, willful misconduct, fraud or bad faith.  The foregoing powers of attorney being coupled with an interest, are irrevocable until the Termination Date.
SECTION 6.07    Applicable Law.  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6.08    Waivers; Amendment.  
(a)Other than to the extent agreed to by any such Person, no failure or delay by the Collateral Agent, the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver hereof or thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent, the Administrative Agent, the Issuing Banks and the Lenders hereunder and under

-26-






the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 6.08, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Collateral Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.  Except as otherwise provided herein, no notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.
(b)Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan Parties that are party thereto and are affected by such waiver, amendment or modification, subject to Section 9.08 of the Credit Agreement.
SECTION 6.09    WAIVER OF JURY TRIAL.  EACH PARTY HERETO (AND EACH OTHER SECURED PARTY BY ITS ACCEPTANCE OF THE BENEFITS HEREOF) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.09.
SECTION 6.10    Severability.  In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 6.11    Counterparts.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 6.03.  Delivery of an executed signature page to this Agreement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Agreement.
SECTION 6.12    Headings.  Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and

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are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
SECTION 6.13    Jurisdiction; Consent to Service of Process. 
(a)Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America, sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Collateral Agent, the Administrative Agent, the Issuing Banks or any Lender may otherwise have to bring any action or proceeding relating to this Agreement against any Grantor or its properties in the courts of any jurisdiction.
(b)Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court.  Each of the parties hereto and the Secured Parties, by their acceptance of the benefits of this Agreement, hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(c)Each party hereto and the Secured Parties, by their acceptance of the benefits of this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Credit Agreement.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.
SECTION 6.14    Termination or Release.  Section 9.18 of the Credit Agreement is incorporated herein by reference, mutatis mutandis.  Notwithstanding anything to the contrary herein and for the avoidance of doubt, any guarantee, grant of security interest, grant of collateral security, stock pledge, mortgage, power of attorney or any other similar or related right or interest granted to the Collateral Agent shall be irrevocably terminated and of no further force or effect upon the termination of this Agreement or, with respect to any Grantor, upon the release of such Grantor by the Collateral Agent from its obligations under this Agreement.
SECTION 6.15    Additional Subsidiaries.  Each subsidiary that is required to become a party to this Agreement pursuant to Section 5.09 of the Credit Agreement, and each subsidiary of the Borrowers that elects, with the consent of the Collateral Agent, to become a party to this Agreement, shall become a Grantor and Guarantor, as applicable, with the same

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force and effect as if originally named as a Grantor or Guarantor, as applicable, herein, for all purposes of this Agreement upon execution and delivery by such subsidiary of a written supplement substantially in the form of Exhibit A hereto.  The execution and delivery of any instrument adding an additional Grantor or Guarantor, as applicable, as a party to this Agreement shall not require the consent of any other Grantor or Guarantor hereunder.  The rights and obligations of each Grantor or Guarantor hereunder, as applicable, shall remain in full force and effect notwithstanding the addition of any new Grantor and/or Guarantor as a party to this Agreement.
SECTION 6.16    Security Interest and Obligations Absolute.  Subject to Section 6.14 hereof and to the fullest extent permitted by applicable law, all rights of the Collateral Agent hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and all obligations of each Grantor hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Credit Agreement, any other Loan Document, or any other agreement or instrument (so long as the same are made in accordance with the terms of Section 9.08 of the Credit Agreement), (c) any exchange, release or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or consent under or departure from any guarantee, securing or guaranteeing all or any of the Obligations or (d) any other circumstance that might otherwise constitute a defense available to, or a discharge of, any Grantor in respect of the Obligations or this Agreement.
SECTION 6.17    Obligations of the Foreign Subsidiary Borrowers. Notwithstanding anything to the contrary herein, Section 9.21 of the Credit Agreement is incorporated herein by reference, mutatis mutandis. 
[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
	
				
	 
	VWR CORPORATION

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	VWR FUNDING, INC.

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	VWR INTERNATIONAL, LLC

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	BIOEXPRESS, LLC

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	VWR CHEMICALS, LLC

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President





[SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT]






	
				
	 
	VWR MANAGEMENT SERVICES LLC

	 
	 

	 
	By:
	VWR International, LLC

	 
	Its:
	Sole Member

	 
	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	AMRESCO, LLC

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	UNITED BIOCHEMICALS, LLC

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	TEK PRODUCTS, INC.

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	INTEGRA COMPANIES, LLC

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President




	
				
	 
	STI COMPONENTS, LLC

	 
	 

	 
	By:
	/s/ James M. Kalinovich

	 
	 
	Name:
	James M. Kalinovich

	 
	 
	Title:
	Vice President





[SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT]






	
				
	 
	CITIBANK, N.A., as Collateral Agent

	 
	 

	 
	By:
	/s/ David Tuder

	 
	 
	Name:
	David Tuder

	 
	 
	Title:
	Vice President





[SIGNATURE PAGE TO GUARANTEE AND COLLATERAL AGREEMENT]






Schedule I to the
Guarantee and
Collateral Agreement
EQUITY INTERESTS
	
					
	Current Legal Entities Owned
	Record Owner
	Certificate No. (if any)
	No. Shares/Interest
Authorized/Outstanding
	Percent Pledged

	VWR Funding, Inc. 
	VWR Corporation
	C-2
	1,000 shares of common stock
	100%

	VWR International, LLC
	VWR Funding, Inc. 
	n/a
	n/a
	100%

	BioExpress, LLC
	VWR Funding, Inc. 
	n/a
	n/a
	100%

	VWR Chemicals, LLC
	VWR International, LLC
	n/a
	n/a
	100%

	VWR Management Services LLC
	VWR International, LLC
	n/a
	n/a
	100%

	VWR Global Holdings, Inc.
	VWR International, LLC
	C-5
	65 shares of common stock
	65%

	AMRESCO, LLC 
	VWR International, LLC
	n/a
	n/a
	100%

	UNITED BIOCHEMICALS, LLC
	VWR International, LLC
	n/a
	n/a
	100%

	VWR International Holdings, Inc.
	VWR International, LLC
	C-1
	65 shares of Common Stock
	65%

	TEK Products, Inc.
	VWR International, LLC
	6
	2,000 shares of common stock
	100%

	Integra Companies, LLC
	VWR International, LLC
	n/a
	n/a
	100%

	STI Components, LLC
	VWR International, LLC
	n/a
	n/a
	100%











PLEDGED DEBT SECURITIES
	
						
	Holder
	Principal Amount
	Date of Issuance
	Interest Rate
	Maturity Date
	Issuer

	VWR Funding, Inc.
	€103,566,273
$857,849,855
	September 28, 2015
	3M EUR LIBOR + 325 bps
	September 28, 2025
	VWR International, LLC











Schedule II to the
Guarantee and
Collateral Agreement
UNITED STATES COPYRIGHTS OWNED BY GRANTOR
United States Copyright Registrations
Registrations:
	
					
	OWNER
	 
	REGISTRATION NUMBER
	 
	COPYRIGHT TITLE

	Integra Companies, Inc.1
	 
	VA0001627558
	 
	ColorGrip

	V W R Corporation
	 
	VA0000249638
	 
	PreventiCare




Applications:
None.
	
	
	 




1    Integra Companies, Inc. converted to Integra Companies, LLC on November 10, 2014.







UNITED STATES PATENTS OWNED BY GRANTORS
United States Patents
UNITED STATES PATENTS:
Registrations:
None.
Applications:
None.







TRADEMARK/TRADE NAMES OWNED BY GRANTORS
UNITED STATES TRADEMARKS:
Registrations:
	
					
	OWNER
	 
	REGISTRATION NUMBER
	 
	TRADEMARK

	AMRESCO, LLC
	 
	3006893
	 
	AL LIGATOR

	AMRESCO, LLC
	 
	1665581
	 
	AMRESCO

	AMRESCO, LLC
	 
	1178723
	 
	AMRESCO Design

	VWR INTERNATIONAL, LLC
	 
	0893518
	 
	ARISTAR

	VWR INTERNATIONAL, LLC
	 
	2939073
	 
	BDH & DESIGN

	BioExpress, LLC
	 
	2881765
	 
	BIOXPRESS

	VWR INTERNATIONAL, LLC
	 
	1069760
	 
	BOREAL

	VWR INTERNATIONAL, LLC
	 
	1015568
	 
	BOREALENE

	VWR INTERNATIONAL, LLC
	 
	1889745
	 
	CENCO

	VWR INTERNATIONAL, LLC
	 
	0600340
	 
	CENCO & Design

	VWR INTERNATIONAL, LLC
	 
	0442396
	 
	CENCO & Design

	INTEGRA COMPANIES, LLC
	 
	2991435
	 
	CLEAR-MARK

	Integra Companies, LLC
	 
	3668269
	 
	COLORGRIP

	VWR INTERNATIONAL, LLC
	 
	2061430
	 
	CRITICAL STEP

	VWR INTERNATIONAL, LLC
	 
	2459648
	 
	CRITICAL SWAB

	VWR International, LLC
	 
	2707864
	 
	CRYOPRO

	AMRESCO, LLC
	 
	3553491
	 
	EZ-VISION

	BIOEXPRESS, LLC
	 
	2886629
	 
	GENEMATE

	AMRESCO, LLC
	 
	1987384
	 
	HISTOCHOICE

	AMRESCO, LLC
	 
	1987383
	 
	HISTOCHOICE & Design

	TEK PRODUCTS, INC.
	 
	1278721
	 
	HI-TEK

	TEK Products, Inc.
	 
	2182732
	 
	HI-TEK

	INTEGRA COMPANIES, LLC
	 
	3556138
	 
	INTEGRA COMPANIES

	INTEGRA COMPANIES, LLC
	 
	3589806
	 
	INTEGRA COMPANIES, INC. (logo)

	VWR INTERNATIONAL, LLC
	 
	0513198
	 
	LABTONE & Design











	
					
	OWNER
	 
	REGISTRATION NUMBER
	 
	TRADEMARK

	VWR INTERNATIONAL, LLC
	 
	2803120
	 
	MISCELLANEOUS DESIGN

	AMRESCO, LLC
	 
	3597653
	 
	NEXT GEL

	VWR INTERNATIONAL, LLC
	 
	2611681
	 
	PAK RAK

	VWR INTERNATIONAL, LLC
	 
	0772066
	 
	PROLABO

	VWR INTERNATIONAL, LLC
	 
	2621112
	 
	REDI-PAK

	VWR INTERNATIONAL, LLC
	 
	2948761
	 
	SCHOLAR2

	Sovereign Scientific, Inc.3
	 
	2106132
	 
	SOVEREIGN and Design

	VWR INTERNATIONAL, LLC
	 
	0874235
	 
	SK & Design

	VWR INTERNATIONAL, LLC
	 
	2459647
	 
	SPEC-WIPE

	VWR INTERNATIONAL, LLC
	 
	3123038
	 
	SYMPHONY

	VWR INTERNATIONAL, LLC
	 
	1915968
	 
	TALON

	VWR INTERNATIONAL, LLC
	 
	1921534
	 
	TEACHER DEVELOPED
CLASSROOM TESTED & Design

	VWR International, LLC
	 
	4068993
	 
	TRACECLEAN

	VWR INTERNATIONAL, LLC
	 
	1291565
	 
	VWR

	VWR INTERNATIONAL, LLC
	 
	1032578
	 
	VWR

	VWR INTERNATIONAL, LLC
	 
	2923685
	 
	VWR & Design

	VWR International, LLC
	 
	4170454
	 
	VWR CATALYST POWERING
PRODUCTIVITY.
DELIVERING RESULTS logo

	VWR INTERNATIONAL, LLC
	 
	3644971
	 
	VWR LABSHOP




	
	
	 




		
	2 
	Renewal past due as of May 10, 2015; grace period expires November 10, 2015.


		
	3 
	Sovereign Scientific, Inc. converted to Sovereign Scientific, LLC on September 7,2012.   Sovereign Scientific, LLC merged into VWR International, LLC on July 31, 2014.  The Parent Borrowers agrees to file the proper documentation with the USPTO.









	
						
	OWNER
	 
	REGISTRATION NUMBER
	 
	TRADEMARK

	VWR INTERNATIONAL, LLC
	 
	1,761,192
	

	 
	WAVER

	VWR INTERNATIONAL, LLC
	 
	2,416,894
	

	 
	World Design

	VWR Education, LLC4
	 
	2,973,551
	

	 
	X-TREME GEEK




	
	
	 




		
	4 
	VWR Education, LLC merged into VWR International, LLC on April 1, 2013.  The Parent Borrowers agrees to file the proper documentation with the USPTO.









Schedule III to the
Guarantee and
Collateral Agreement
UCC FILING OFFICES
	
				
	Type of Filings/Actions
	Entity
	Applicable Security Document 
	Jurisdictions

	UCC-1
	VWR Corporation
	Guarantee and Collateral Agreement
	Delaware

	UCC-1
	VWR Funding, Inc.
	Guarantee and Collateral Agreement
	Delaware

	UCC-1
	VWR International, LLC
	Guarantee and Collateral Agreement
	Delaware

	UCC-1
	BioExpress, LLC
	Guarantee and Collateral Agreement
	Utah

	UCC-1
	VWR Chemicals, LLC
	Guarantee and Collateral Agreement
	New York

	UCC-1
	VWR Management Services LLC
	Guarantee and Collateral Agreement
	Delaware

	UCC-1
	AMRESCO, LLC 
	Guarantee and Collateral Agreement
	Ohio

	UCC-1
	UNITED BIOCHEMICALS, LLC
	Guarantee and Collateral Agreement
	New York

	UCC-1
	TEK Products, Inc.
	Guarantee and Collateral Agreement
	Minnesota

	UCC-1
	Integra Companies, LLC
	Guarantee and Collateral Agreement
	Massachusetts

	UCC-1
	STI Components, LLC
	Guarantee and Collateral Agreement
	Virginia











Schedule IV to the
Guarantee and
Collateral Agreement
UCC INFORMATION
	
						
	Legal Name
	Type of Entity
	Organizational Number
	Federal Taxpayer Identification Number
	State of Formation
	Chief Executive Office

	VWR Corporation
	Corporation
	4356963
	26-0237871
	DE
	Radnor Corporate Center,
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087

	VWR Funding, Inc.
	Corporation
	3756812
	56-2445503
	DE
	Radnor Corporate Center,
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087

	VWR International, LLC
	Limited Liability Company
	3769782
	91-1319190
	DE
	Radnor Corporate Center,
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087

	BioExpress, LLC
	Limited Liability Company
	891325-0160
	87-0418368
	UT
	420 N. Kays Drive
Kaysville, UT  84037

	VWR Chemicals, LLC
	Limited Liability Company
	4121870
	80-0745252
	NY
	3 Lincoln Blvd
Rouses Point, NY 12979











	
						
	Legal Name
	Type of Entity
	Organizational Number
	Federal Taxpayer Identification Number
	State of Formation
	Chief Executive Office

	VWR Management Services LLC
	Limited Liability Company
	4,033,934
	59-3830720
	DE
	Radnor Corporate Center,
Building One, Suite 200
100 Matsonford Road
Radnor, PA 19087

	AMRESCO, LLC
	Limited Liability Company
	484,505
	34-1194130
	OH
	6681 Cochran Road
Solon, OH 44139

	UNITED BIOCHEMICALS, LLC
	Limited Liability Company
	4,426,922
	36-4767391
	NY
	6351 Inducon Drive East
Sanborn, NY 14132

	TEK Products, Inc.
	Corporation
	7U-124
	41-1746631
	MN
	2435 Industrial Blvd.
Long Lake, MN 55356-0547

	Integra Companies, LLC
	Limited Liability Company
	1,151,655
	04-2539705
	MA
	29 Saratoga Boulevard
Devens, MA 01434

	STI Components, LLC
	Limited Liability Company
	S531806-0
	54-1682906
	VA
	606 Church Street, Units 104, 105, 106
Morrisville, NC 27560













Exhibit A to the
Guarantee and
Collateral Agreement
SUPPLEMENT NO. [•] (this “Supplement”) dated as of [_________], 20[__], to the Guarantee and Collateral Agreement dated as of September 28, 2015 (the “Guarantee and Collateral Agreement”), among VWR CORPORATION, a Delaware corporation, VWR FUNDING, INC., a Delaware corporation (the “Parent Borrower”), each subsidiary of the Parent Borrower from time to time party thereto (each such subsidiary individually a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors, and the Borrowers are referred to collectively herein as the “Grantors”) and CITIBANK, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein).
A.    Reference is made to the Credit Agreement dated as of September 28, 2015 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, each of the Foreign Subsidiary Borrowers (as defined therein) party from time to time thereto (the Foreign Subsidiary Borrowers, together with the Parent Borrower, collectively, the “Borrowers” and each a “Borrower”), the lenders from time to time party thereto (the “Lenders”), and Citibank, N.A., as administrative agent for the Lenders and as Collateral Agent.
B.    Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable.
C.    The Grantors have entered into the Guarantee and Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.  Section 6.15 of the Guarantee and Collateral Agreement provides that certain additional Restricted Subsidiaries of the Borrowers may become Subsidiary Guarantors and Grantors under the Guarantee and Collateral Agreement by execution and delivery of an instrument in the form of this Supplement.  The undersigned subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the Credit Agreement to become a Subsidiary Guarantor and a Grantor under the Guarantee and Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit as consideration for Loans previously made and Letters of Credit previously issued, to induce the Hedge Creditors to enter into and/or maintain Hedging Obligations with one or more Loan Parties or one or more Restricted Subsidiaries and to induce the Cash Management Creditors to enter into and/or maintain Cash Management Obligations with one or more Loan Parties or one or more Restricted Subsidiaries.
Accordingly, the Collateral Agent and the New Subsidiary agree as follows:







SECTION 1.  In accordance with Section 6.15 of the Guarantee and Collateral Agreement, the New Subsidiary by its signature below becomes a Grantor and Subsidiary Guarantor under the Guarantee and Collateral Agreement with the same force and effect as if originally named therein as a Grantor and Subsidiary Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions of the Guarantee and Collateral Agreement applicable to it as a Grantor and Subsidiary Guarantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor and Subsidiary Guarantor thereunder are true and correct in all material respects on and as of the date hereof (for this purpose, as though references therein to the Closing Date were to the date hereof).  In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Guarantee and Collateral Agreement), does hereby create and grant to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, their successors and permitted assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in and to the Collateral (as defined in the Guarantee and Collateral Agreement) of the New Subsidiary.  Each reference to a “Grantor” or a “Subsidiary Guarantor” in the Guarantee and Collateral Agreement shall be deemed to include the New Subsidiary.  The Guarantee and Collateral Agreement is hereby incorporated herein by reference, mutatis mutandis.
SECTION 2.  The New Subsidiary represents and warrants to the Collateral Agent and the other Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms except as the enforceability thereof may be subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, receivership, moratorium or other similar laws of general applicability relating to or limited creditors’ rights generally and general principles of equity or at law.
SECTION 3.  This Supplement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Supplement shall become effective when the Collateral Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Subsidiary and the Collateral Agent.  Delivery of an executed signature page to this Supplement by facsimile, pdf or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.
SECTION 4.  The New Subsidiary hereby represents and warrants to the Collateral Agent and the Secured Parties that as of the date hereof (a) Schedule I attached hereto correctly sets forth (i) any and all Equity Interests and Pledged Debt Securities now owned by the New Subsidiary and (ii) any and all Registered Intellectual Property now owned by the New Subsidiary and (b) set forth under its signature hereto, is the exact legal name (as such name appears on its certificate or articles of incorporation or formation) of the New Subsidiary and its jurisdiction of organization.
SECTION 5.  Except as expressly supplemented hereby, the Guarantee and Collateral Agreement shall remain in full force and effect.
SECTION 6.  THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW







YORK (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF).
SECTION 7.  In case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Guarantee and Collateral Agreement shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
SECTION 8.  All communications and notices hereunder shall (except as otherwise expressly permitted by the Guarantee and Collateral Agreement) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to the New Subsidiary shall be given to it in care of the Borrowers as provided in Section 9.01 of the Credit Agreement.
SECTION 9.  The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement as provided in Section 9.05 of the Credit Agreement.







IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this Supplement to the Guarantee and Collateral Agreement as of the day and year first above written.
	
				
	 
	[NAME OF NEW SUBSIDIARY]

	 
	 

	 
	By:
	 

	 
	 
	Name:

	 
	 
	Title:

	 
	 
	Address:

	 
	 
	Legal Name:

	 
	 
	Jurisdiction of Formation:




	
				
	 
	CITIBANK, N.A., as Collateral Agent

	 
	 

	 
	By:
	 

	 
	 
	Name:
	 

	 
	 
	Title:
	 











Schedule I to the
Supplement to Guarantee 
and Collateral Agreement
Collateral of the New Subsidiary
EQUITY INTERESTS
	
									
	Issuer
	 
	Number of
Certificate
	 
	Registered
Owner
	 
	Number and
Class of
Equity Interest
	 
	Percentage
of Equity
Interests

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 
	 
	 




PLEDGED DEBT SECURITIES
	
							
	Issuer
	 
	Principal Amount
	 
	Date of Note
	 
	Maturity Date

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 




PLEDGED DEBT SECURITIES
[Follow format of Schedule I to the
Guarantee and Collateral Agreement.]
U.S. COPYRIGHTS OWNED BY NEW SUBSIDIARY
U.S. Copyright Registrations
	
					
	Title
	 
	Reg. No.
	 
	Author

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 




Pending U.S. Copyright Applications for Registration
	
							
	Title
	 
	Author
	 
	Class
	 
	Date Filed

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 

	 
	 
	 
	 
	 
	 
	 











PATENTS OWNED BY NEW SUBSIDIARY
U.S. Patents
	
			
	Patent No.
	 
	Issue Date

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 




U.S. Patent Applications
	
			
	Patent Application No.
	 
	Filing Date

	 
	 
	 

	 
	 
	 

	 
	 
	 

	 
	 
	 




TRADEMARK/TRADE NAMES OWNED BY NEW SUBSIDIARY
U.S. Trademark Registrations
	
					
	Mark
	 
	Reg. Date
	 
	Reg. No.

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 

	 
	 
	 
	 
	 




U.S. Trademark Applications
	
					
	Mark
	 
	Filing Date
	 
	Application No.