Exhibit 10.2





Exhibit 10.2




Execution Version




RECEIVABLES PURCHASE AGREEMENT




dated as of November 4, 2011




among




VWR RECEIVABLES FUNDING, LLC,

as Seller




VWR INTERNATIONAL, LLC,

as Servicer




THE VARIOUS CONDUIT PURCHASERS FROM TIME TO TIME PARTY HERETO,




THE VARIOUS RELATED COMMITTED PURCHASERS FROM TIME TO TIME PARTY HERETO,




THE VARIOUS PURCHASER AGENTS FROM TIME TO TIME PARTY HERETO,




THE VARIOUS LC PARTICIPANTS FROM TIME TO TIME PARTY HERETO,

and




PNC BANK, NATIONAL ASSOCIATION,

as Administrator and LC Bank




 


 









 







TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	ARTICLE I
AMOUNTS AND TERMS OF THE PURCHASES

	 
	 	 	 	 
	Section 1.1 Purchases
	 	 	1	 
	Section 1.2 Making Purchases
	 	 	3	 
	Section 1.3 Purchased Interest Computation
	 	 	6	 
	Section 1.4 Settlement Procedures
	 	 	6	 
	Section 1.5 Fees
	 	 	11	 
	Section 1.6 Payments and Computations, Etc.
	 	 	11	 
	Section 1.7 Increased Costs
	 	 	12	 
	Section 1.8 Requirements of Law
	 	 	13	 
	Section 1.9 Funding Losses
	 	 	14	 
	Section 1.10 Taxes
	 	 	15	 
	Section 1.11 Inability to Determine Euro-Rate or the LIBOR Market Index Rate
	 	 	16	 
	Section 1.12 Letters of Credit
	 	 	17	 
	Section 1.13 Issuance of Letters of Credit
	 	 	17	 
	Section 1.14 Requirements For Issuance of Letters of Credit
	 	 	18	 
	Section 1.15 Disbursements, Reimbursement
	 	 	18	 
	Section 1.16 Repayment of Participation Advances
	 	 	19	 
	Section 1.17 Documentation
	 	 	19	 
	Section 1.18 Determination to Honor Drawing Request
	 	 	20	 
	Section 1.19 Nature of Participation and Reimbursement Obligations
	 	 	20	 
	Section 1.20 Indemnity
	 	 	21	 
	Section 1.21 Liability for Acts and Omissions
	 	 	22	 
	Section 1.22 Extension of Termination Date
	 	 	23	 
	 
	 	 	 	 
	ARTICLE II
REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS

	 
	 	 	 	 
	Section 2.1 Representations and Warranties; Covenants
	 	 	24	 
	Section 2.2 Termination Events
	 	 	24	 
	 
	 	 	 	 
	ARTICLE III
INDEMNIFICATION

	 
	 	 	 	 
	Section 3.1 Indemnities by the Seller
	 	 	24	 
	Section 3.2 Indemnities by the Servicer
	 	 	26	 





 


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	 	 	Page	 
	 
	 	 	 	 
	 
	 	 	 	 
	ARTICLE IV
ADMINISTRATION AND COLLECTIONS

	 
	 	 	 	 
	Section 4.1 Appointment of the Servicer
	 	 	27	 
	Section 4.2 Duties of the Servicer
	 	 	28	 
	Section 4.3 Lock-Box Account Arrangements
	 	 	29	 
	Section 4.4 Enforcement Rights
	 	 	30	 
	Section 4.5 Responsibilities of the Seller
	 	 	30	 
	Section 4.6 Servicing Fee
	 	 	31	 
	 
	 	 	 	 
	ARTICLE V
THE AGENTS

	 
	 	 	 	 
	Section 5.1 Appointment and Authorization
	 	 	31	 
	Section 5.2 Delegation of Duties
	 	 	32	 
	Section 5.3 Exculpatory Provisions
	 	 	32	 
	Section 5.4 Reliance by Agents
	 	 	33	 
	Section 5.5 Notice of Termination Events
	 	 	33	 
	Section 5.6 Non-Reliance on Administrator, Purchaser Agents and Other Purchasers
	 	 	34	 
	Section 5.7 Administrator, Purchasers, Purchaser Agents and Affiliates
	 	 	34	 
	Section 5.8 Indemnification
	 	 	34	 
	Section 5.9 Successor Administrator
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VI
MISCELLANEOUS

	 
	 	 	 	 
	Section 6.1 Amendments, Etc
	 	 	35	 
	Section 6.2 Notices, Etc
	 	 	36	 
	Section 6.3 Successors and Assigns; Participations; Assignments
	 	 	36	 
	Section 6.4 Costs, Expenses and Taxes
	 	 	39	 
	Section 6.5 No Proceedings; Limitation on Payments
	 	 	39	 
	Section 6.6 GOVERNING LAW AND JURISDICTION
	 	 	40	 
	Section 6.7 Confidentiality
	 	 	41	 
	Section 6.8 Execution in Counterparts
	 	 	41	 
	Section 6.9 Survival of Termination
	 	 	41	 
	Section 6.10 WAIVER OF JURY TRIAL
	 	 	41	 
	Section 6.11 Sharing of Recoveries
	 	 	42	 
	Section 6.12 Right of Setoff
	 	 	42	 
	Section 6.13 Entire Agreement
	 	 	42	 
	Section 6.14 Headings
	 	 	42	 
	Section 6.15 Purchaser Groups’ Liabilities
	 	 	42	 





 


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EXHIBITS




	 	 	 
	Exhibit I

	 	Definitions
	Exhibit II

	 	Conditions to Purchases
	Exhibit III

	 	Representations and Warranties
	Exhibit IV

	 	Covenants
	Exhibit V

	 	Termination Events






SCHEDULES




	 	 	 
	Schedule I

	 	Credit and Collection Policy
	Schedule II

	 	Lock-Box Banks and Lock-Box Accounts
	Schedule III

	 	Actions and Proceedings






ANNEXES




	 	 	 
	Annex A-1

	 	Form of Information Package
	Annex A-2

	 	Form of Weekly Report
	Annex A-3

	 	Form of Daily Report
	Annex B

	 	Form of Purchase Notice
	Annex C

	 	Form of Assumption Agreement
	Annex D

	 	Form of Transfer Supplement
	Annex E

	 	Form of Paydown Notice
	Annex F

	 	Form of Letter of Credit Application





 


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This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified
from time to time, this “Agreement”) is entered into as of November 4, 2011, among VWR
RECEIVABLES FUNDING, LLC, a Delaware limited liability company, as seller (the “Seller”),
VWR INTERNATIONAL, LLC, a Delaware limited liability company (together with its successors and
permitted assigns, “VWR”), as servicer (in such capacity, together with its successors and
permitted assigns in such capacity, the “Servicer”), the various Conduit Purchasers from
time to time party hereto, the various Related Committed Purchasers from time to time party hereto,
the various Purchaser Agents from time to time party hereto, the various LC Participants from time
to time party hereto and PNC BANK, NATIONAL ASSOCIATION, as administrator (in such capacity,
together with its successors and assigns in such capacity, the “Administrator”) and as
issuer of Letters of Credit (in such capacity, together with its successors and assigns in such
capacity, the “LC Bank”).



BACKGROUND




The Seller (i) desires to sell, transfer and assign an undivided variable percentage ownership
interest in a pool of Receivables, and the Purchasers desire to acquire such undivided variable
percentage ownership interest, as such percentage interest shall be adjusted from time to time
based upon, in part, reinvestment payments that are made by such Purchasers and (ii) may, subject
to the terms and conditions hereof, request that the LC Bank issue or cause the issuance of one or
more Letters of Credit.



NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained
herein and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:



DEFINITIONS




Certain terms that are capitalized and used throughout this Agreement are defined in
Exhibit I. References in the Exhibits, Schedules and Annexes hereto to the “Agreement”
refer to this Agreement, as amended, restated, supplemented or otherwise modified from time to
time.



ARTICLE I




AMOUNTS AND TERMS OF THE PURCHASES





Section 1.1 Purchases.



(a) On the terms and subject to the conditions hereof, the Seller may, from time to time
before the Facility Termination Date, (i) ratably (based on each Purchaser Group’s Ratable Share)
request that each Purchaser Group’s Conduit Purchaser or, only if there is no Conduit Purchaser in
such Purchaser Group or a Conduit Purchaser denies such request or is unable to fund (and provides
notice of such denial or inability to the Seller, the Administrator and its Purchaser Agent),
ratably (based on each Purchaser Group’s Ratable Share) request that its Related Committed
Purchasers, make purchases of and reinvestments in undivided percentage ownership interests with
regard to the Purchased Interest from the Seller from time to time from the date hereof to the
Facility Termination Date


 


 









 






and (ii) request that the LC Bank issue or cause the issuance of Letters
of Credit, in each case subject to the terms hereof (each such
purchase, reinvestment or issuance is referred to herein as a “Purchase”). Subject to
Section 1.4(b) concerning reinvestments, at no time will a Conduit Purchaser have any
obligation to make a Purchase. Each Related Committed Purchaser severally hereby agrees, on the
terms and subject to the conditions hereof, to make Purchases of undivided percentage ownership
interests with regard to the Purchased Interest from the Seller from time to time from the date
hereof to the Facility Termination Date, based on the applicable Purchaser Group’s Ratable Share of
each Purchase requested pursuant to Section 1.2(a) (and, in the case of each Related
Committed Purchaser, its Commitment Percentage of its Purchaser Group’s Ratable Share of such
Purchase) and, on the terms of and subject to the conditions of this Agreement, the LC Bank agrees
to issue Letters of Credit in return for (and each LC Participant hereby severally agrees to make
participation advances in connection with any draws under such Letters of Credit equal to such LC
Participant’s Pro Rata Share of such draws) undivided percentage ownership interests with regard to
the Purchased Interest from the Seller from time to time from the date hereof to the Facility
Termination Date; provided, that under no circumstances shall any Purchaser make any
Purchase (including, without limitation, any mandatory deemed Purchases pursuant to Section
1.1(b)) or issue any Letters of Credit hereunder, as applicable, if, after giving effect to
such Purchase, the (i) aggregate outstanding amount of the Capital funded by such Purchaser, when
added to all other Capital funded by all other Purchasers in such Purchaser’s Purchaser Group would
exceed (A) its Purchaser Group’s Group Commitment (as the same may be reduced from time to time
pursuant to Section 1.1(c)) minus (B) the LC Bank’s or the related LC
Participant’s, as applicable, Pro Rata Share of the face amount of any outstanding Letters of
Credit, (ii) Aggregate Capital plus the LC Participation Amount would exceed the lesser of
(x) the Purchase Limit and (y) an amount equal to the Net Receivables Pool Balance plus any amount
on deposit in the LC Collateral Account minus the Total Reserves or (iii) LC Participation Amount
would exceed the aggregate of the Commitments of the LC Bank and the LC Participants.



The Seller may, subject to the requirements and conditions herein, use the proceeds of any
Purchase by the Purchasers hereunder to satisfy its Reimbursement Obligation to the LC Bank and the
LC Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC
Participant) pursuant to Section 1.15.



(b) In addition, in the event the Seller fails to reimburse the LC Bank for the full amount of
any drawing under any Letter of Credit on the applicable Drawing Date (out of its own funds
available therefor) pursuant to Section 1.15, then the Seller shall, automatically (and
without the requirement of any further action on the part of any Person hereunder), be deemed to
have requested a new Purchase from the Conduit Purchasers or Related Committed Purchasers, as
applicable, on such date, on the terms and subject to the conditions hereof, in an amount equal to
the amount of such Reimbursement Obligation after giving effect to the application of funds
available in the LC Collateral Account, if any, at such time without resulting in a Termination
Event hereunder. Subject to the limitations on funding set forth in paragraph (a) above
(and the other requirements and conditions herein), the Conduit Purchasers or Related Committed
Purchasers, as applicable, shall fund such deemed Purchase request and deliver the proceeds thereof
directly to the Administrator to be immediately distributed to the LC Bank and the applicable LC
Participants (ratably, based on the outstanding amounts funded by the LC Bank and each such LC
Participant) in satisfaction of the Reimbursement Obligation pursuant to Section 1.15.


 


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(c) The Seller may, upon 60 days’ written notice to the Administrator and each Purchaser
Agent, terminate the purchase facility in whole or reduce the unfunded portion of the Purchase
Limit in whole or in part (but not below the amount which would cause the Group Capital of any
Purchaser Group plus the LC Bank’s or the related LC Participant’s, as applicable, Pro Rata Share
of the face amount of any outstanding Letters of Credit to exceed its Group Commitment (after
giving effect to such reduction)); provided that each partial reduction shall be in the
amount of at least $5,000,000, and in integral multiples of $1,000,000 in excess thereof and that,
unless terminated in whole, the Purchase Limit shall in no event be reduced below $125,000,000.
Each reduction in the Commitments hereunder shall be made ratably among the Purchasers in
accordance with their respective Commitments. The Administrator shall advise the Purchaser Agents
of any notice received by it pursuant to this Section 1.1(c); it being understood
that (in addition to and without limiting any other requirements for termination, prepayment and/or
the funding of the LC Collateral Account hereunder) no such termination or reduction shall be
effective unless and until (i) in the case of a termination, the amount on deposit in the LC
Collateral Account is at least equal to the then outstanding LC Participation Amount and (ii) in
the case of a partial reduction, the amount on deposit in the LC Collateral Account is at least
equal to the positive difference between the then outstanding LC Participation Amount and the
Purchase Limit as so reduced by such partial reduction.



Section 1.2 Making Purchases. (a) Each Funded Purchase (but not reinvestment) of
undivided percentage ownership interests with regard to the Purchased Interest hereunder may be
made on any day upon the Seller’s irrevocable written notice in the form of Annex B (each,
a “Purchase Notice”) delivered to the Administrator and each Purchaser Agent in accordance
with Section 6.2 (which notice must be received by the Administrator and each Purchaser
Agent before 2:00 p.m., New York City time) at least one (1) Business Day before the requested
Purchase Date, which notice shall specify: (A) in the case of a Funded Purchase (other than one
made pursuant to Section 1.15(b)), the amount requested to be paid to the Seller by each
Purchaser Group (such amount, which shall not be less than $300,000 (or such lesser amount as
agreed to by the Administrator) and shall be in integral multiples of $100,000 in excess thereof,
with respect to each Purchaser Group, (B) the date of such Funded Purchase (which shall be a
Business Day) and (C) the pro forma calculation of the Purchased Interest after giving effect to
the increase in the Aggregate Capital. Following receipt of a Purchase Notice, each Purchaser
Agent will determine whether the Conduit Purchasers in its Purchase Group agree to make the
purchase of the Purchaser Group’s Ratable Share of such Purchase. If the Conduit Purchasers in any
Purchaser Group declines to make a proposed Purchase, the Purchaser Agent for the related Purchaser
Group shall notify Seller and Seller may cancel the Purchase Notice. In the absence of such a
cancellation, the applicable Purchaser Group’s Ratable Share of the requested Purchase will be made
by the Related Committed Purchasers in such Purchaser Group ratably based on their Ratable Shares.
The Committed Purchasers in a Purchaser Group will not fund any portion of a Purchase unless the
Conduit Purchasers in its Purchase Group have declined to fund such portion.



(b) On the date of each Funded Purchase (but not reinvestment, issuance of a Letter of Credit
or a Funded Purchase pursuant to Section 1.2(e)) of undivided percentage ownership
interests with regard to the Purchased Interest hereunder, each applicable Conduit Purchaser or
Related Committed Purchaser, as the case may be, shall, upon satisfaction of the applicable
conditions set forth in Exhibit II, make available to the Seller in same day funds, at the
Administration Account an amount equal to the portion of Capital relating to the undivided
percentage ownership interest with regard to the Purchased Interest then being funded by such
Purchaser.


 


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(c) Effective on the date of each Funded Purchase or other Purchase pursuant to this
Section 1.2 and each reinvestment pursuant to Section 1.4, the Seller hereby sells
and assigns to the Administrator for the benefit of the Purchasers (ratably, based on the sum of
the Capital plus the LC Participation Amount outstanding at such time for each such
Purchaser) the Purchased Interest.



(d) To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and
the other Transaction Documents to which it is a party, whether now or hereafter existing or
arising, due or to become due, direct or indirect, absolute or contingent, the Seller hereby grants
to the Administrator, for the benefit of the Purchasers, a security interest in all of the Seller’s
right, title and interest (including any undivided interest of the Seller) in, to and under all of
the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii)
all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to
such Pool Receivables, (iv) the Lock-Box Accounts and all amounts on deposit therein, and all
certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and
amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under the
Sale Agreement, (vi) all proceeds of, and all amounts received or receivable under any or all of,
the foregoing and (vii) all of its other property (collectively, the “Pool Assets”). The
Seller hereby authorizes the Administrator to file financing statements describing as the
collateral covered thereby as “all of the debtor’s personal property or assets” or words to that
effect, notwithstanding that such wording may be broader in scope than the collateral described in
this Agreement. The Administrator, for the benefit of the Purchasers, shall have, with respect to
the Pool Assets, and in addition to all the other rights and remedies available to the
Administrator and the Purchasers, all the rights and remedies of a secured party under any
applicable UCC.



(e) Whenever the LC Bank issues a Letter of Credit pursuant to Section 1.12 hereof, in
the event that such Letter of Credit is subsequently drawn and such drawn amount shall not have
been reimbursed pursuant to Section 1.15 upon such draw or through the distribution of such
LC Participant’s Pro Rata Share of the amount on deposit in the LC Collateral Account, each LC
Participant shall, automatically and without further action of any kind have irrevocably been
deemed to have made a Funded Purchase hereunder in an amount equal to such LC Participant’s Pro
Rata Share of such unreimbursed draw and the failure to reimburse pursuant to Section 1.15 shall
not result in a Termination Event hereunder. If the LC Bank pays a drawing under a Letter of
Credit that is not reimbursed by the Seller on the applicable Drawing Date or through the
distribution of the LC Bank’s Pro Rata Share of the amount on deposit in the LC Collateral Account,
the LC Bank shall be deemed to have made a Funded Purchase in an amount equal to its Pro Rata Share
of such unreimbursed draw. All such Funded Purchases shall accrue Discount from the date of such
draw and such deemed Funded Purchase shall not result in a Termination Event hereunder. In the
event that any Letter of Credit expires or is surrendered without being drawn (in whole or in part)
then, in such event, the foregoing commitment to make Funded Purchases shall expire with respect to
such Letter of Credit and the LC Participation
Amount shall automatically reduce by the face amount of the Letter of Credit which is no
longer outstanding.


 


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(f) The Seller may, with the written consent of the Administrator and each Purchaser Agent
(and, in the case of a new related LC Participant, the LC Bank) (in each case, such consent not to
be unreasonably withheld, delayed or conditioned), add additional Persons as Purchasers (either to
an existing Purchaser Group or by creating new Purchaser Groups) or with the written consent of the
Administrator and the applicable Purchaser Agent cause an existing Related Committed Purchaser or
related LC Participant to increase its Commitment in connection with a corresponding increase in
the Purchase Limit; provided, that the Commitment of any Related Committed Purchaser or
related LC Participant may only be increased with the prior written consent of such Purchaser.
Each new Conduit Purchaser, Related Committed Purchaser or related LC Participant (or Purchaser
Group) shall become a party hereto, by executing and delivering to the Administrator and the
Seller, an Assumption Agreement in the form of Annex C hereto (which Assumption Agreement
shall, in the case of any new Purchaser Group, be executed by each Person in such new Purchaser
Group).



(g) Each Related Committed Purchaser’s and related LC Participant’s obligations hereunder
shall be several, such that the failure of any Related Committed Purchaser or related LC
Participant to make any Purchase hereunder or a payment in connection with drawing under a Letter
of Credit hereunder, as the case may be, shall not relieve any other Related Committed Purchaser or
related LC Participant of its obligation hereunder to make payment for any Funded Purchase or such
drawing. Further, in the event any Related Committed Purchaser or related LC Participant fails to
satisfy its obligation to make a Purchase or payment with respect to such drawing as required
hereunder, upon receipt of notice of such failure from the Administrator (or any relevant Purchaser
Agent), subject to the limitations set forth herein, (i) (A) the non-defaulting Related Committed
Purchasers in such defaulting Related Committed Purchaser’s Purchaser Group shall fund the
defaulting Related Committed Purchaser’s Commitment Percentage of its Purchaser Group’s Ratable
Share of the related Purchase (based on their relative Commitment Percentages (determined without
regard to the Commitment Percentage of the defaulting Related Committed Purchaser)) or (B) the
non-defaulting related LC Participants in such defaulting related LC Participant’s Purchaser Group
shall fund the defaulting related LC Participant’s Pro Rata Share of the related drawing (based on
their relative Pro Rata Shares (determined without regard to the Pro Rata Share of the defaulting
related LC Participant)); and (ii) (A) if there are no other Related Committed Purchasers in such
Purchaser Group or if such other Related Committed Purchasers are also defaulting Related Committed
Purchasers, then such defaulting Related Committed Purchaser’s Commitment Percentage of its
Purchaser Group’s Ratable Share of such Purchase shall be funded by each other Purchaser Group
ratably (based on their relative Purchaser Group Ratable Shares) and applied in accordance with
this paragraph (g) or (B) if there are no other related LC Participants in such Purchaser
Group or if such other related LC Participants are also defaulting related LC Participants, then
such defaulting related LC Participant’s Pro Rata Share of such drawing shall be funded by each
other Purchaser Group ratably (based on their relative Pro Rata Shares) and applied in accordance
with this paragraph (g). Notwithstanding anything in this paragraph (g) to the
contrary, no Related Committed Purchaser or related LC Participant shall be required to make a
Purchase or payment with respect to such drawing pursuant to this paragraph (g) for an
amount which would cause the aggregate Capital of such Related Committed Purchaser or Pro Rata
Share of the face amount of
any outstanding Letter of Credit of such related LC Participant (after giving effect to such
Purchase or payment with respect to such drawing) to exceed its Commitment.


 


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Section 1.3 Purchased Interest Computation. The Purchased Interest shall be initially
computed on the date of the initial Purchase hereunder. Thereafter, until the Facility Termination
Date, such Purchased Interest shall be automatically recomputed (or deemed to be recomputed) on
each Business Day other than a Termination Day. From and after the occurrence of any Termination
Day, the Purchased Interest shall (until the event(s) giving rise to such Termination Day are cured
or are waived by the Administrator in accordance with Section 2.2) be deemed to be 100%.
The Purchased Interest shall become zero when (a) the Aggregate Capital thereof and Aggregate
Discount thereon shall have been paid in full, (b) an amount equal to 100% of the LC Participation
Amount shall have been deposited in the LC Collateral Account, or all Letters of Credit shall have
expired and (c) all the amounts owed by the Seller and the Servicer hereunder to each Purchaser,
the Administrator and any other Indemnified Party or Affected Person are paid in full.




Section 1.4 Settlement Procedures.



(a) The collection of the Pool Receivables shall be administered by the Servicer in accordance
with this Agreement. The Seller shall provide to the Servicer on a timely basis all information
needed for such administration, including notice of the occurrence of any Termination Day and
current computations of the Purchased Interest.



(b) The Servicer shall, on each day on which Collections of Pool Receivables are received (or
deemed received) by the Seller or the Servicer:




(i) set aside and hold (or cause the Seller to set aside and hold) in trust (and shall,
at the request of the Administrator, segregate in a separate account reasonably approved by
the Administrator) for the benefit of each Purchaser Group, out of such Collections,
first, to the extent of such Collections, an amount equal to the Servicing Fee
accrued through such day and not previously paid or set aside, second, to the extent
of such Collections as reduced by any allocations pursuant to clause first, an amount equal
to the Aggregate Discount accrued through such day and not previously paid or set aside, and
third, to the extent of such Collections as reduced by any allocations pursuant to
clauses first and second, an amount equal to the Fees accrued and unpaid through such day
and not previously set aside,




(ii) subject to Section 1.4(f), if such day is not a Termination Day, remit to
the Seller, ratably, on behalf of each Purchaser Group, the remainder of such Collections.
Such remainder shall, to the extent representing a return on the Aggregate Capital, ratably,
according to each Purchaser’s Capital, be automatically reinvested in Pool Receivables and
the Related Rights; provided, that if the Purchased Interest would exceed 100%, then
the Servicer shall not remit such remainder to the Seller or reinvest it, but shall set
aside and hold (or cause the Seller to set aside and hold) in trust for the benefit of the
Purchasers (and shall, at the request of the Administrator, segregate in a separate account
approved by the Administrator) a portion of such Collections that,


 


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together with the other
Collections set aside pursuant to this clause (ii), shall
equal the amount necessary to reduce the Purchased Interest to 100% (determined as if such Collections
set aside had been applied to reduce the Aggregate Capital and to cash collateralize the LC
Participation Amount at such time), which amount shall be deposited first, ratably to each
Purchaser Agent’s account (for the benefit of its related Purchasers) on the next Settlement
Date in accordance with Section 1.4(c); and second, to the LC Collateral Account;
provided, further, that if, as of any date following the date on which any amounts
have been set aside due to a shortfall pursuant to the immediately preceding proviso (such
amount, a “Purchased Interest Shortfall”) but prior to the Settlement Date on which
such amounts are to be remitted to each Purchaser Agent’s Account or the LC Collateral
Account, the Purchased Interest Shortfall is reduced (without giving effect to any funds set
aside pursuant to such proviso), the Servicer shall remit to the Seller from amounts set
aside pursuant to such proviso, an amount equal to the lesser of (1) the amount so set aside
during the current Calculation Period, and (2) an amount necessary to reduce the Purchased
Interest to 100%, promptly following notice to the Administrator including reasonable
supporting information; provided, further, that in the case of any Purchaser
that has provided notice (an “Exiting Notice”) to its Purchaser Agent of its
refusal, pursuant to Section 1.22, to extend its Commitment hereunder (an
“Exiting Purchaser”), then, such Collections shall not be reinvested and shall
instead be held in trust for the benefit of such Purchaser and applied in accordance with
clause (iii) below,




(iii) if such day is a Termination Day (or a day on which the Commitment of an Exiting
Purchaser terminates), set aside and hold (or cause the Seller to set aside and hold) in
trust (and shall, at the request of the Administrator, segregate in a separate account
approved by the Administrator) for the benefit of each Purchaser Group the entire remainder
of such Collections (or, in the case of an Exiting Purchaser, an amount equal to such
Purchaser’s ratable share of such Collections based on its Capital; provided, that
solely for the purpose of determining such Purchaser’s ratable share of such Collections,
such Purchaser’s Capital shall be deemed to remain constant from the day on which the
Commitment of such Exiting Purchaser terminates, until the date such Purchaser’s Capital has
been paid in full; it being understood that if such day is also a
Termination Day, such Exiting Purchaser’s Capital shall be recalculated taking into account
amounts received by such Purchaser in respect of this parenthetical and thereafter
Collections shall be set aside for such Purchaser ratably in respect of its Capital (as
recalculated); provided, further, that if amounts are set aside and held in
trust on any Termination Day of the type described in clause (a) of the definition
of “Termination Day” (or any day on which the Commitment of such Exiting Purchaser
terminates) and, thereafter, the conditions set forth in Section 2 of Exhibit
II are satisfied or waived by the Administrator and the Majority Purchaser Agents (or in
the case of an Exiting Notice, such Exiting Notice has been revoked by the related Exiting
Purchaser and written notice thereof has been provided to the Administrator, the related
Purchaser Agent and the Servicer), such previously set-aside amounts shall, to the extent
representing a return on Aggregate Capital (or the Capital of the Exiting Purchaser) and
ratably in accordance with each Purchaser’s Capital, be reinvested in accordance with
clause (ii) above on the day of such subsequent satisfaction or waiver of conditions
or revocation of Exiting Notice, as the case may be, and


 


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(iv) subject to Section 1.4(f), release to the Seller for its own account any
Collections in excess of: (x) the amounts that are required to be set aside or reinvested
pursuant to clauses (i), (ii) and (iii) above plus (y) all
reasonable and appropriate out-of-pocket costs and expenses of the Servicer for servicing,
collecting and administering the Pool Receivables plus (z) all other amounts then
due and payable by the Seller under this Agreement to the Purchasers, the LC Bank, the
Administrator and any other Indemnified Party or Affected Person.



(c) The Servicer shall, in accordance with the priorities set forth in Section 1.4(d)
below, deposit into each applicable Purchaser Agent’s account (or such other account designated by
such applicable Purchaser or its Purchaser Agent), on each Settlement Date (for any Portion of
Capital), Collections held for each Purchaser pursuant to Sections 1.4(b)(i), (ii)
and (iii) and Section 1.4(f); provided, that if VWR or an Affiliate thereof
is the Servicer, VWR (or such Affiliate) may retain the portion of the Collections set aside
pursuant to Section 1.4(b)(i) that represents the Servicing Fee. On or prior to the last
day of each Calculation Period, each Purchaser Agent will notify the Servicer by email
communications or other electronic delivery of the amount of Discount accrued with respect to its
Portion of Capital during such Calculation Period or portion thereof.



(d) The Servicer shall distribute the amounts described (and at the times set forth) in
Section 1.4(c), in each case, to the extent of funds available therefor, as follows:




(i) if such distribution occurs on a day that is not a Termination Day, that is not a
day on which the Commitment of an Exiting Purchaser terminates and on which the Purchased
Interest does not exceed 100%, first if the Servicer has set aside amounts in
respect of the Servicing Fee pursuant to Section 1.4(b)(i) and has not retained such amounts
pursuant to Section 1.4(c), to the Servicer’s own account (payable in arrears on each
Settlement Date) in payment in full of the accrued and unpaid Servicing Fees so set aside,
and second, to each Purchaser Agent ratably (based on the Discount and Fees accrued
during such Yield Period) (for the benefit of the relevant Purchasers within such Purchaser
Agent’s Purchaser Group) in payment in full of all accrued Discount and Fees with respect to
each Portion of Capital maintained by the Purchasers within such Purchaser Agent’s Purchaser
Group; it being understood that each Purchaser Agent shall
distribute such amounts to the Purchasers within its Purchaser Group ratably according to
Discount and Fees, and




(ii) if such distribution occurs on a Termination Day, on a day on which the Commitment
of an Exiting Purchaser terminates or on a day when the Purchased Interest exceeds 100%,
first to the Servicer’s own account in payment in full of all accrued and unpaid
Servicing Fees, second to each Purchaser Agent ratably (based on the Discount and
Fees accrued during such Yield Period) (for the benefit of the relevant Purchasers within
such Purchaser Agent’s Purchaser Group) in payment in full of all accrued Discount and Fees
with respect to each Portion of Capital funded or maintained by the Purchasers within such
Purchaser Agent’s Purchaser Group, third to each Purchaser Agent ratably (based on
the aggregate of the Capital of each Purchaser in each such Purchaser Agent’s Purchaser
Group) (for the benefit of the relevant Purchasers within such Purchaser Agent’s Purchaser



 


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Group)
in payment in full of (x) if such day is a Termination Day, each Purchaser’s Capital, (y) if such day is not a Termination Day,
the amount necessary to reduce the Purchased Interest to 100%, or (z) if such day is a day
on which the Commitment of an Exiting Purchaser terminates, an amount equal to the Exiting
Purchaser’s ratable share of the Collections set aside pursuant to Section
1.4(b)(iii) based on its Capital (determined as if such Collections had been applied to
reduce the Aggregate Capital); it being understood that each
Purchaser Agent shall distribute the amounts described in the second and
third clauses of this clause (ii) to the Purchasers within its Purchaser
Group ratably (based on Discount and Fees and Capital, respectively), fourth, to the
LC Collateral Account for the benefit of the LC Bank and the LC Participants, the amount
necessary to cash collateralize the LC Participation Amount until the amount of cash
collateral held in such LC Collateral Account equals 100% of the LC Participation Amount and
fifth, if the Aggregate Capital and accrued Aggregate Discount with respect to each
Portion of Capital for all Purchaser Groups have been reduced to zero, the Fees have been
paid in full and all accrued Servicing Fees payable to the Servicer have been paid in full,
to each Purchaser Group ratably (based on the amounts payable to each) (for the benefit of
the Purchasers within such Purchaser Group), the Administrator and any other Indemnified
Party or Affected Person in payment in full of any other amounts owed thereto by the Seller
hereunder.



After the Capital (on any day when the Purchased Interest exceeds 100% or any day on which the
Commitment of an Exiting Purchaser terminates), Aggregate Discount, Fees and Servicing Fees with
respect to the Purchased Interest, and any other amounts payable by the Seller and the Servicer to
each Purchaser Group, the Administrator or any other Indemnified Party or Affected Person hereunder
have been paid in full, and (on and after a Termination Day) after Aggregate Capital and an amount
equal to 100% of the LC Participation Amount has been deposited in the LC Collateral Account, all
additional Collections with respect to the Purchased Interest shall be paid to the Seller for its
own account.




(e) For the purposes of this Section 1.4:




(i) if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted
as a result of any defective, rejected, returned, repossessed or foreclosed goods or
services, or any revision, cancellation, allowance, rebate, discount or other adjustment
made by the Seller or any Affiliate of the Seller, or the Servicer or any Affiliate of the
Servicer, or any setoff or dispute between the Seller or any Affiliate of the Seller, or the
Servicer or any Affiliate of the Servicer and an Obligor, the Seller shall be deemed to have
received on such day a Collection of such Pool Receivable in the amount of such reduction or
adjustment and shall, subject to Section 1.4(e)(v), immediately pay any and all such
amounts in respect thereof to a Lock-Box Account for the benefit of the Purchasers and their
assigns and for application pursuant to Section 1.4(b);




(ii) if on any day any of the representations or warranties in Sections 1(j) or
3(a) of Exhibit III is not true with respect to any Pool Receivable, the
Seller shall be deemed to have received on such day a Collection of the full Outstanding
Balance of such Pool Receivable and shall, subject to Section 1.4(e)(v), immediately
pay any and all such amounts in respect thereof to a Lock-Box Account (or as otherwise
directed by the Administrator at such time) for the benefit of the Purchasers and their
assigns and for
application pursuant to Section 1.4(b) (Collections deemed to have been
received pursuant to Sections 1.4(e)(i) or (ii) are hereinafter sometimes
referred to as “Deemed Collections”);


 


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(iii) except as provided in Sections 1.4(e)(i) or (ii) or as otherwise
required by applicable law or the relevant Contract, all Collections received from an
Obligor of any Receivable shall be applied to the Receivables of such Obligor in the order
of the age of such Receivables, starting with the oldest such Receivable, unless such
Obligor specified an applicable Receivable;




(iv) if and to the extent the Administrator, any Purchaser Agent or any Purchaser shall
be required for any reason to pay over to an Obligor (or any trustee, receiver, custodian or
similar official in any Insolvency Proceeding) any amount received by it hereunder, such
amount shall be deemed not to have been so received by such Person but rather to have been
retained by the Seller and, accordingly, such Person shall have a claim against the Seller
for such amount, payable when and to the extent that any distribution from or on behalf of
such Obligor is made in respect thereof; and




(v) if at any time before the Facility Termination Date the Seller is deemed to have
received any Deemed Collection under Sections 1.4(e)(i) and (ii), so long as
no Termination Day then exists, the Seller may satisfy its obligation to deliver the amount
of such Deemed Collections to a Lock-Box Account by instead recalculating (or being deemed
to have recalculated) the Purchased Interest by decreasing the Net Receivables Pool Balance
by the amount of such Deemed Collections, so long as such adjustment does not cause the
Purchased Interest to exceed 100%.



(f) If at any time the Seller wishes to cause the reduction of Aggregate Capital (but not to
commence the liquidation, or reduction to zero, of the entire Aggregate Capital) the Seller may do
so as follows:




(i) the Seller shall give the Administrator, each Purchaser Agent and the Servicer
written notice in the form of Annex E (each, a “Paydown Notice”) at least
two (2) Business Days prior to the date of such reduction, and each such Paydown Notice
shall include, among other things, the amount of such proposed reduction and the proposed
date on which such reduction will commence;




(ii) on the proposed date of the commencement of such reduction and on each day
thereafter, the Servicer shall cause Collections not to be reinvested until the amount
thereof not so reinvested shall equal the desired amount of reduction; and




(iii) the Seller shall set aside (or cause to be set aside) and hold such Collections
in trust for the benefit of each Purchaser ratably according to its Capital, for payment to
each such Purchaser (or its related Purchaser Agent for the benefit of such Purchaser) on
the date specified in the Paydown Notice (or such other date as agreed to by the
Administrator) with respect to any Portions of Capital maintained by such Purchaser
immediately following the related current Yield Period, and the Aggregate Capital (together
with the Capital of any related Purchaser) shall be deemed reduced in
the amount to be paid to such Purchaser (or its related Purchaser Agent for the benefit
of such Purchaser) only when in fact finally so paid;


 


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provided, that:




(A) the amount of any such reduction shall not be less than $100,000 for each Purchaser
Group and shall be an integral multiple of $100,000; and




(B) with respect to any Portion of Capital, the Seller shall choose a reduction amount,
and the date of commencement thereof, so that to the extent practicable such reduction shall
commence and conclude in the same Yield Period.



Section 1.5 Fees. The Seller shall pay, or cause to be paid, to each Purchaser Agent
for the benefit of the Purchasers and Liquidity Providers in the related Purchaser Group in
accordance with the provisions set forth in Section 1.4(d) certain fees in the amounts and
on the dates set forth in one or more fee letter agreements, dated the Closing Date (or dated the
date any such Purchaser and member of its related Purchaser Group become a party hereto pursuant to
an Assumption Agreement, a Transfer Supplement or otherwise), among the Seller, and the applicable
Purchaser Agent, respectively (as any such fee letter agreement may be amended, restated,
supplemented or otherwise modified from time to time, each, a “Purchaser Group Fee Letter”
and each of the Purchaser Group Fee Letters may be referred to collectively as, the “Fee
Letters”).




Section 1.6 Payments and Computations, Etc.



(a) All amounts to be paid or deposited by the Seller or the Servicer hereunder or under any
other Transaction Document shall be made without reduction for offset or counterclaim and shall be
paid or deposited no later than 2:00 p.m. (New York City time) on the day when due in same day
funds to the account for each Purchaser maintained by the applicable Purchaser Agent (or such other
account as may be designated from time to time by such Purchaser Agent to the Seller and the
Servicer) or such other account as specifically identified herein. All amounts received after 2:00
p.m. (New York City time) will be deemed to have been received on the next Business Day.



(b) The Seller or the Servicer, as the case may be, shall, to the extent permitted by law, pay
interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be,
when due hereunder, at an interest rate equal to 2.0% per annum above the Base
Rate, payable on demand.



(c) All computations of interest under Section 1.6(b) and all computations of
Discount, Fees and other amounts hereunder shall be made on the basis of a year of 360 (or 365 or
366, as applicable, with respect to Discount or other amounts calculated by reference to the Base
Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made
hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on
the next Business Day and such extension of time shall be included in the computation of such
payment or deposit.


 


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Section 1.7 Increased Costs. (a) If, after the date hereof, the Administrator, any
Purchaser, any Purchaser Agent, any Liquidity Provider or any Program Support Provider or any
of their respective Affiliates (each an “Affected Person”) reasonably determines that
the existence of or compliance with: (i) the introduction of or change in any law, rule,
regulation, generally accepted accounting principle or in the interpretation or application
thereof, or (ii) any request, guideline or directive from any central bank or other Governmental
Authority (whether or not having the force of law) issued or adopted or occurring after the date
hereof affects or would affect the amount of capital required to be maintained by such Affected
Person, and such Affected Person determines that the amount of such capital is increased by or
based upon the existence of any Commitment to make Purchases of (or otherwise to maintain the
investment in) Pool Receivables or issue any Letter of Credit or any related liquidity facility,
credit enhancement facility and other commitments of the same type, then, upon demand by such
Affected Person (with a copy to the Administrator), the Seller shall within ten (10) Business Days
pay such Affected Person, from time to time as specified by such Affected Person, additional
amounts sufficient to compensate such Affected Person for both increased costs and maintenance of
bargained for yield in the light of such circumstances, to the extent that such Affected Person
reasonably determines such increase in capital to be allocable to the existence of any of such
commitments. A certificate as to such amounts providing reasonable detail submitted to the Seller
and the Administrator by such Affected Person shall be conclusive and binding for all purposes,
absent manifest error.



(b) If, after the date hereof, due to either: (i) the introduction of or any change in or in
the interpretation of any law, rule, regulation or generally accepted accounting principle or (ii)
compliance with any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law) issued or adopted or occurring after the date hereof,
there shall be any increase in the cost to any Affected Person of agreeing to purchase or
purchasing, or maintaining the ownership of, the Purchased Interest (or its portion thereof) in
respect of which Discount is computed by reference to the Euro-Rate or the LIBOR Market Index Rate,
as applicable, then, upon demand by such Affected Person, the Seller shall within ten (10) Business
Days pay to such Affected Person, from time to time as specified by such Affected Person,
additional amounts sufficient to compensate such Affected Person for both increased costs and
maintenance of bargained for yield. A certificate as to such amounts providing reasonable detail
submitted to the Seller and the Administrator by such Affected Person shall be conclusive and
binding for all purposes, absent manifest error.



(c) Promptly after any Affected Person has actual knowledge that it is subject to increased
capital requirements or incurs other increased costs pursuant to this Section 1.7, such
Affected Person shall use reasonable efforts to notify the Servicer of such fact; provided,
that any failure to give such notice shall not preclude such Affected Person from asserting any
claim for compensation at any time or relieve the Seller from its obligations under this
Section 1.7; provided, further, that if such increased costs affect the
related Affected Person’s portfolio of financing transactions, such Affected Person shall use
reasonable averaging and attribution methods to allocate such increased capital requirements or
increased costs to the transactions contemplated by this Agreement.


 


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(d) Notwithstanding anything in this Section 1.7 to the contrary, (i) if any Affected
Person fails to give demand for amounts or losses incurred in connection with this Section
1.7 within 180 days after it becomes subject to increased capital requirements or has incurred
other increased costs, such Affected Person shall, with respect to amounts payable pursuant to this
Section 1.7, only be entitled to payment under this Section 1.7 for amounts or
losses incurred from and after the date 180 days prior to the date that such Affected Person does
give such demand and (ii) the Seller shall not be required to pay to any Affected Person (x) any
amount that has been fully and finally paid in cash to such Affected Person pursuant to any other
provision of this Agreement or any other Transaction Document, (y) any amount, if the payment of
such amount is expressly excluded by any provision of this Agreement or any other Transaction
Document or (z) any amount, if such amount constitutes Taxes (which shall be governed by
Section 1.10).



(e) For the avoidance of doubt, any increase in cost and/or reduction in yield caused by
regulatory capital allocation adjustments caused by implementation of (i) the Dodd-Frank Wall
Street Reform and Consumer Protection Act and any request, rule, regulation, guideline or directive
thereunder or issued in connection therewith or (ii) any request, rule, guideline or directive
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in
each case pursuant to Basel III, in each case shall be covered by this Section 1.7
regardless of the date enacted, adopted or issued.



Section 1.8 Requirements of Law. (a) If, after the date hereof, any Affected Person
reasonably determines that the existence of or compliance with: (x) the introduction of or change
in any law, regulation or rule or in the interpretation or application thereof, or (y) any request,
guideline or directive from any central bank or other Governmental Authority (whether or not having
the force of law) issued or adopted or occurring after the date hereof:




(i) does or shall subject such Affected Person to any increase in the Purchased
Interest (or its portion thereof) or in the amount of Capital relating thereto,




(ii) does or shall impose, modify or hold applicable any reserve, special deposit,
compulsory loan or similar requirement against assets held by, or deposits or other
liabilities in or for the account of, purchases, advances or loans by, or other credit
extended by, or any other acquisition of funds by, any office of such Affected Person that
are not otherwise included in the determination of the Euro-Rate or the LIBOR Market Index
Rate, as applicable, hereunder, or




(iii) does or shall impose on such Affected Person any other condition,



and the result of any of the foregoing is: (A) to increase the cost to such Affected Person of
agreeing to Purchase or Purchasing or maintaining the ownership of undivided percentage ownership
interests with regard to the Purchased Interest or any Portion of Capital or issuing any Letter of
Credit, or (B) to reduce any amount receivable hereunder (whether directly or indirectly), then, in
any such case, upon demand by such Affected Person, the Seller shall within ten (10) Business Days
pay to such Affected Person additional amounts necessary to compensate such Affected Person for
such additional cost or reduced amount receivable. All such amounts shall be payable as incurred.
A certificate as to such amounts providing reasonable detail submitted to the Seller and the
Administrator by such Affected Person shall be conclusive and binding for all purposes, absent
manifest error.


 


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(b) Promptly after any Affected Person becomes aware that it is subject to increased costs
pursuant to this Section 1.8, such Affected Person shall use reasonable efforts to notify
the Servicer of such fact; provided, that any failure to give such notice shall not
preclude such Affected Person from asserting any claim for compensation at any time or relieve the
Seller from its obligations under this Section 1.8; provided, further, that
if such increased costs affect the related Affected Person’s portfolio of financing transactions,
such Affected Person shall use reasonable averaging and attribution methods to allocate such
increased capital requirements or increased costs to the transactions contemplated by this
Agreement.



(c) Notwithstanding anything in this Section 1.8 to the contrary, (i) if any Affected
Person fails to give demand for amounts or losses incurred in connection with this Section
1.8 within 180 days after it becomes subject to increased costs, such Affected Person shall,
with respect to amounts payable pursuant to this Section 1.8, only be entitled to payment
under this Section 1.8 for amounts or losses incurred from and after the date 180 days
prior to the date that such Affected Person does give such demand and (ii) the Seller shall not be
required to pay to any Affected Person (x) any amount that has been fully and finally paid in cash
to such Affected Person pursuant to any other provision of this Agreement or any other Transaction
Document, (y) any amount, if the payment of such amount is expressly excluded by any provision of
this Agreement or any other Transaction Document or (z) any amount, if such amount constitutes
Taxes (which shall be governed by Section 1.10).



Section 1.9 Funding Losses. If, for any reason (other than a breach of this Agreement
by an Affected Person), funding or maintaining any Portion of Capital hereunder at an interest rate
determined by reference to the Euro-Rate or the LIBOR Market Index Rate, as applicable, does not
occur on a date specified therefore, the Seller shall compensate such Affected Person, within ten
(10) Business Days written request by such Person, for the difference, if any, between the rate to
be paid by such Affected Person for such Euro-Rate or LIBOR Market Index Rate, as applicable, and
the rate of any replacement Euro-Rate or LIBOR Market Index Rate, as applicable. Notwithstanding
anything in this Section 1.9 to the contrary, (i) if any Affected Person fails to give
demand for amounts or losses incurred in connection with this Section 1.9 within 180 days
after it becomes subject to funding losses, such Affected Person shall, with respect to amounts
payable pursuant to this Section 1.9, only be entitled to payment under this Section
1.9 for amounts or losses incurred from and after the date 180 days prior to the date that such
Affected Person does give such demand and (ii) the Seller shall not be required to pay to any
Affected Person (x) any amount that has been fully and finally paid in cash to such Affected Person
pursuant to any other provision of this Agreement or any other Transaction Document, or (y) any
amount, if the payment of such amount is expressly excluded by any provision of this Agreement or
any other Transaction Document.


 


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Section 1.10 Taxes. The Seller agrees that:



(a) Any and all payments by the Seller under this Agreement and any other Transaction Document
shall be made free and clear of and without deduction for any Taxes or Other Taxes;
provided, however that such payments shall not include overall income or franchise
taxes, in either case, imposed on the Person receiving such payment by the Seller hereunder by the
jurisdiction under whose laws such Person is organized, the jurisdiction of such Person’s principal
place of business or the jurisdiction in which such Person holds its undivided
percentage ownership interest with regard to the Purchased Interest, or any political
subdivision thereof (all such Taxes other than those referred to in the proviso above shall
hereinafter be referred to as “Indemnified Taxes”). If the Seller shall be required by law
to deduct any Indemnified Taxes from or in respect of any sum payable hereunder to any Affected
Person, then (A) the sum payable shall be increased by the amount necessary to yield to such Person
(after payment of all Taxes) an amount equal to the sum it would have received had no such
deductions been made, (B) the Seller shall make such deductions, and (C) the Seller shall pay the
amount deducted to the relevant taxation authority or other authority in accordance with applicable
law. Further, if Seller is required by law to deduct any Taxes other than Indemnified Taxes from
or in respect of any sum payable hereunder to any Affected Person, then (A) Seller shall make such
deductions, (B) the Seller shall pay the amount deducted to the relevant taxation authority or
other authority in accordance with applicable law, and (C) the amounts so deducted and paid to the
relevant taxation authority shall be treated under this Agreement as made to such Affected Person.



(b) Whenever any Indemnified Taxes are payable by the Seller, within a reasonable period of
time thereafter, the Seller shall send to the Administrator for its own account or for the account
of the related Affected Person, a certified copy of an original official receipt showing payment
thereof or such other evidence of such payment as may be available to the Seller and acceptable to
the taxing authorities having jurisdiction over such Person. If the Seller fails to pay any
Indemnified Taxes when due to the appropriate taxing authority or fails to remit to the
Administrator the required receipts or other required documentary evidence, the Seller shall
indemnify the Administrator and/or any other Affected Person, as applicable, for any incremental
Taxes, interest or penalties that may become payable by such party as a result of any such failure.



(c) The Seller shall indemnify each Affected Person, within ten (10) Business Days after
written demand therefor, for the full amount of any Indemnified Taxes paid by such Affected Party
on or with respect to any payment by or on account of any obligation of the Seller hereunder
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section 1.10) and any penalties, interest and reasonable expenses arising therefrom or with
respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority; provided, however, that the
Borrower shall not be required to indemnify any Affected Person pursuant to this Section 1.10
for any amounts incurred more than six months prior to the date such Affected Person, as
applicable, notifies the Seller of its intention to claim compensation therefor. None of
Sections 1.7, 1.8, 3.1, 3.2 or 6.4(a) shall apply to Taxes,
which shall be governed exclusively by this Section 1.10.



(d) If an Affected Person determines, in its reasonable discretion, that it has received a
refund or credit of any Taxes or Other Taxes as to which it has been indemnified by the Seller, it
shall pay over such refund or credit to the Seller (but only to the extent of indemnity payments
made, or additional amounts paid, by the Seller under this Section 1.10 with respect to the
Taxes or Other Taxes giving rise to such refund), net of all reasonable out-of-pocket expenses of
such Affected Person and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund net of any applicable Taxes payable in respect
of such interest); provided, that the Seller agrees to repay each such Affected Person,
within ten (10)
Business Days after the request of such Affected Person, the amount paid over to the Seller
(plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in
the event such Affected Person is required to repay such refund to such Governmental Authority.
This Section 1.10 shall not be construed to require any Affected Person to make available
its tax returns (or any other information relating to its Taxes which it deems confidential) to the
Seller or any other Person.


 


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(e) If an Affected Person requests indemnification or repayment under this Section
1.10, a certificate describing in reasonable detail such amounts and the basis for such
Affected Person’s demand for such amounts shall be submitted to the Seller and the applicable
Purchaser Agent by such Affected Person and shall be conclusive and binding for all purposes,
absent manifest error.



Section 1.11 Inability to Determine Euro-Rate or LIBOR Market Index Rate. (a) If the
Administrator (or any Purchaser Agent) determines before the first day of any Yield Period (which
determination shall be final and conclusive) that, by reason of circumstances affecting the
interbank eurodollar market generally (i) deposits in Dollars (in the relevant amounts for such
Yield Period) are not being offered to banks in the interbank eurodollar market for such Yield
Period, (ii) adequate means do not exist for ascertaining the Euro-Rate or the LIBOR Market Index
Rate, as applicable, for such Yield Period or (iii) the Euro-Rate or the LIBOR Market Index Rate,
as applicable, does not accurately reflect the cost to any Purchaser (as determined by the related
Purchaser or the applicable Purchaser Agent) of maintaining any Portion of Capital during such
Yield Period, then the Administrator or such Purchaser Agent shall give notice thereof to the
Seller. Thereafter, until the Administrator or such Purchaser Agent notifies the Seller that the
circumstances giving rise to such suspension no longer exist, (a) no Portion of Capital with
respect to any affected Purchaser shall be funded at the Alternate Rate determined by reference to
the Euro-Rate or the LIBOR Market Index Rate, as applicable, and (b) the Discount for any
outstanding Portions of Capital with respect to any affected Purchaser then funded at the Alternate
Rate determined by reference to the Euro-Rate or the LIBOR Market Index Rate, as applicable, shall,
on the last day of the then current Yield Period, be converted to the Alternate Rate determined by
reference to the Base Rate.



(b) If, on or before the first day of any Yield Period, the Administrator shall have been
notified by any Affected Person that such Affected Person has determined (which determination shall
be final and conclusive) that any enactment, promulgation or adoption of or any change in any
applicable law, rule or regulation, or any change in the interpretation or administration thereof
by a Governmental Authority charged with the interpretation or administration thereof, or
compliance by such Affected Person with any guideline, request or directive (whether or not having
the force of law) of any such Governmental Authority shall make it unlawful or impossible for such
Affected Person to fund or maintain any Portion of Capital at the Alternate Rate and based upon the
Euro-Rate or the LIBOR Market Index Rate, as applicable, the Administrator shall notify the Seller
thereof. Upon receipt of such notice, until the Administrator notifies the Seller that the
circumstances giving rise to such determination no longer apply, (a) no Portion of Capital with
respect to any affected Purchaser shall be funded at the Alternate Rate determined by reference to
the Euro-Rate or the LIBOR Market Index Rate, as applicable, and (b) the Discount for any
outstanding Portions of Capital with respect to any affected Purchaser then funded at the Alternate
Rate determined by reference to the Euro-Rate or
the LIBOR Market Index Rate, as applicable, shall be converted to the Alternate Rate
determined by reference to the Base Rate either (i) on the last day of the then current Yield
Period if such Affected Person may lawfully continue to maintain such Portion of Capital at the
Alternate Rate determined by reference to the Euro-Rate or the LIBOR Market Index Rate, as
applicable, to such day, or (ii) immediately, if such Affected Person may not lawfully continue to
maintain such Portion of Capital at the Alternate Rate determined by reference to the Euro-Rate or
the LIBOR Market Index Rate, as applicable, to such day.


 


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Section 1.12 Letters of Credit. On the terms and subject to the conditions hereof,
the LC Bank shall issue or cause the issuance of Letters of Credit on behalf of Seller (and, if
applicable, on behalf of, or for the account of, any Originator in favor of such beneficiaries as
such Originator may elect); provided, that the LC Bank will not be required to issue or
cause to be issued any Letters of Credit to the extent that after giving effect thereto the
issuance of such Letters of Credit would then cause (a) the sum of (i) the Aggregate Capital plus
(ii) the LC Participation Amount to exceed the Purchase Limit or (b) the LC Participation Amount to
exceed the aggregate of the Commitments of the LC Bank and the LC Participants. All amounts drawn
upon Letters of Credit shall accrue Discount. Letters of Credit that have not been drawn upon shall
not accrue Discount.




Section 1.13 Issuance of Letters of Credit.



(a) The Seller may request the LC Bank, upon two (2) Business Days’ prior written notice
submitted on or before 11:00 a.m., New York time, to issue a Letter of Credit by delivering to the
Administrator a Letter of Credit Application (the “Letter of Credit Application”),
substantially in the form of Annex F hereto and a Purchase Notice, in the form of Annex
B hereto, in each case completed to the satisfaction of the Administrator and the LC Bank and,
such other certificates, documents and other papers and information as the Administrator may
reasonably request. The Seller also has the right to give instructions and make agreements with
respect to any Letter of Credit Application and the disposition of documents, and to agree with the
Administrator upon any amendment, extension or renewal of any Letter of Credit.



(b) Each Letter of Credit shall, among other things, (i) provide for the payment of sight
drafts or other written demands for payment when presented for honor thereunder in accordance with
the terms thereof and when accompanied by the documents described therein and (ii) have an expiry
date not later than twelve (12) months after such Letter of Credit’s date of issuance, extension or
renewal, as the case may be, and in no event later than the date that is twelve (12) months after
the date in clause (a) of the definition of “Facility Termination Date.” The
terms of each Letter of Credit may include customary “evergreen” provisions providing that such
Letter of Credit’s expiry date shall automatically be extended for additional periods not to exceed
twelve (12) months unless, not less than thirty (30) days (or such longer period as may be
specified in such Letter of Credit) (the “Notice Date”) prior to the applicable expiry date, the LC
Bank delivers written notice to the beneficiary thereof declining such extension; provided,
however, that if (x) any such extension would cause the expiry date of such Letter of
Credit to occur after the date that is twelve (12) months after the Facility Termination Date or
(y) the LC Bank determines that any condition precedent (including, without limitation, those set
forth in Section 1.1(a) or Exhibit II) to issuing such Letter of Credit hereunder (as if such
Letter of Credit were then being first


 


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issued) are not satisfied (other than any such condition
requiring the Seller to submit a Purchase Notice or Letter of Credit Application in respect thereof), then the LC
Bank, in the case of clause (x) above, may (or, at the written direction of any LC Participant,
shall) or, in the case of clause (y) above, shall, use reasonable efforts in accordance with (and
to the extent permitted by) the terms of such Letter of Credit to prevent the extension of such
expiry date (including notifying the Seller and the beneficiary of such Letter of Credit in writing
prior to the Notice Date that such expiry date will not be so extended). Each Letter of Credit
shall be subject either to the Uniform Customs and Practice for Documentary Credits (2007
Revision), International Chamber of Commerce Publication No. 600, and any amendments or revisions
thereof adhered to by the LC Bank or the International Standby Practices (ISP98-International
Chamber of Commerce Publication Number 590), and any amendments or revisions thereof adhered to by
the LC Bank, as determined by the LC Bank.



(c) The Administrator shall promptly notify the LC Bank and LC Participants, at such Person’s
respective address for notices hereunder, of the request by the Seller for a Letter of Credit
hereunder, and shall provide the LC Bank and LC Participants with the Letter of Credit Application
delivered to the Administrator by the Seller pursuant to Section 1.13(a) above, by the
close of business on the day received or if received on a day that is not a Business Day or on any
Business Day after 11:00 a.m. New York time on such day, on the next Business Day.



Section 1.14 Requirements For Issuance of Letters of Credit. The Seller shall
authorize and direct the LC Bank to name the Seller or any Originator as the “Applicant” or
“Account Party” of each Letter of Credit.




Section 1.15 Disbursements, Reimbursement.



(a) Immediately upon the issuance of each Letter of Credit, each LC Participant shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the LC Bank a
participation in such Letter of Credit and each drawing thereunder in an amount equal to such LC
Participant’s Pro Rata Share of the face amount of such Letter of Credit and the amount of such
drawing, respectively.



(b) In the event of any request for a drawing under a Letter of Credit by the beneficiary or
transferee thereof, the LC Bank will promptly notify the Administrator and the Seller of such
request. Provided that it shall have received such notice, the Seller shall reimburse (such
obligation to reimburse the LC Bank shall sometimes be referred to as a “Reimbursement
Obligation”) the LC Bank prior to 2:00 p.m., New York time on each date that an amount is paid
by the LC Bank under any Letter of Credit (each such date, a “Drawing Date”) in an amount
equal to the amount so paid by the LC Bank. In the event the Seller fails to reimburse the LC Bank
for the full amount of any drawing under any Letter of Credit by 2:00 p.m., New York time, on the
Drawing Date, the LC Bank will promptly notify each LC Participant thereof, and the Seller shall be
deemed to have requested that a Funded Purchase be made by the Purchasers in the Purchaser Group
for the LC Bank and the LC Participants to be disbursed on the Drawing Date under such Letter of
Credit in accordance with Section 1.1(b). Any notice given by the LC Bank pursuant to this
Section 1.15(b) may be oral if immediately confirmed in writing; provided that the
lack of any such written confirmation shall not affect the conclusiveness or binding effect of the
oral notice.


 


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(c) Each LC Participant shall upon any notice pursuant to Section 1.15(b) above make
available to the LC Bank an amount in immediately available funds equal to its Pro Rata Share of
the amount of the drawing. If any LC Participant so notified fails to make available to the LC
Bank the amount of such LC Participant’s Pro Rata Share of such amount by no later than 2:00 p.m.,
New York time on the Drawing Date, then interest shall accrue on such LC Participant’s obligation
to make such payment, from the Drawing Date to the date on which such LC Participant makes such
payment (i) at a rate per annum equal to the Federal Funds Rate during the first
three days following the Drawing Date and (ii) at a rate per annum equal to the
rate applicable to Capital on and after the fourth day following the Drawing Date. The LC Bank
will promptly give notice of the occurrence of the Drawing Date, but failure of the LC Bank to give
any such notice on the Drawing Date or in sufficient time to enable any LC Participant to effect
such payment on such date shall not relieve such LC Participant from its obligation under this
Section 1.15(c); provided that such LC Participant shall not be obligated to pay
interest as provided in clauses (i) and (ii) above until and commencing from the
date of receipt of notice from the LC Bank or the Administrator of a drawing. Each LC
Participant’s Commitment shall continue until the last to occur of any of the following events: (A)
the LC Bank ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (B)
no Letter of Credit issued hereunder remains outstanding and uncancelled; or (C) all Persons (other
than the Seller) have been fully reimbursed for all payments made under or relating to Letters of
Credit.




Section 1.16 Repayment of Participation Advances.



(a) Upon (and only upon) receipt by the LC Bank for its account of immediately available funds
from or for the account of the Seller in reimbursement of any payment made by the LC Bank under a
Letter of Credit with respect to which any LC Participant has made a participation advance to the
LC Bank, the LC Bank (or the Administrator on its behalf) will pay to each LC Participant, ratably
(based on the outstanding drawn amounts funded by each such LC Participant in respect of such
Letter of Credit), in the same funds as those received by the LC Bank; it being
understood, that the LC Bank shall retain a ratable amount of such funds that were not the
subject of any payment in respect of such Letter of Credit by any LC Participant.



(b) If the LC Bank is required at any time to return to the Seller, or to a trustee, receiver,
liquidator, custodian, or any official in any Insolvency Proceeding, any portion of the payments
made by the Seller to the LC Bank pursuant to this Agreement in reimbursement of a payment made
under the Letter of Credit or interest or fee thereon, each LC Participant shall, on demand of the
LC Bank, forthwith return to the LC Bank the amount of its Pro Rata Share of any amounts so
returned by the LC Bank plus interest at the Federal Funds Rate, from the date the payment was
first made to such LC Participant through, but not including, the date the payment is returned by
such LC Participant.



Section 1.17 Documentation. The Seller agrees to be bound by (i) the terms of the
Letter of Credit Application, (ii) the LC Bank’s reasonable interpretations of any Letter of Credit
issued for the Seller and (iii) the LC Bank’s written regulations and customary practices relating
to letters of credit, though the LC Bank’s reasonable interpretation of such regulations and
practices may be different from the Seller’s own. In the event of a conflict between the Letter of
Credit Application and this Agreement, this Agreement shall govern. It is understood and agreed
that, except in the case of gross negligence or willful misconduct by the LC Bank, the LC Bank
shall not be liable for any error, negligence and/or mistakes, whether of omission or
commission, in following the Seller’s instructions or those contained in the Letters of Credit or
any modifications, amendments or supplements thereto.


 


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Section 1.18 Determination to Honor Drawing Request. In determining whether to honor
any request for drawing under any Letter of Credit by the beneficiary thereof, the LC Bank shall be
responsible only to determine that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on their face with the requirements
of such Letter of Credit and that any other drawing condition appearing on the face of such Letter
of Credit has been satisfied in the manner so set forth.



Section 1.19 Nature of Participation and Reimbursement Obligations. Each LC
Participant’s obligation in accordance with this Agreement to make participation advances as a
result of a drawing under a Letter of Credit, and the obligations of the Seller to reimburse the LC
Bank upon a draw under a Letter of Credit, shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Article I under all
circumstances, including the following circumstances:




(a) any set-off, counterclaim, recoupment, defense or other right which such LC
Participant may have against the LC Bank, the Administrator, the Purchasers, the Purchaser
Agents, the Seller or any other Person for any reason whatsoever;




(b) the failure of the Seller or any other Person to comply with the conditions set
forth in this Agreement for the making of Purchases, reinvestments, requests for Letters of
Credit or otherwise, it being acknowledged that such conditions are not required for the
making of participation advances hereunder;




(c) any lack of validity or enforceability of any Letter of Credit or any set-off,
counterclaim, recoupment, defense or other right which Seller or any Originator on behalf of
which a Letter of Credit has been issued may have against the LC Bank, the Administrator,
any Purchaser, or any other Person for any reason whatsoever;




(d) any claim of breach of warranty that might be made by the Seller, the LC Bank or
any LC Participant against the beneficiary of a Letter of Credit, or the existence of any
claim, set-off, defense or other right which the Seller, the LC Bank or any LC Participant
may have at any time against a beneficiary, any successor beneficiary or any transferee of
any Letter of Credit or the proceeds thereof (or any Persons for whom any such transferee
may be acting), the LC Bank, any LC Participant, the Purchasers or Purchaser Agents or any
other Person, whether in connection with this Agreement, the transactions contemplated
herein or any unrelated transaction (including any underlying transaction between the Seller
or any Subsidiaries of the Seller or any Affiliates of the Seller and the beneficiary for
which any Letter of Credit was procured);




(e) the lack of power or authority of any signer of, or lack of validity, sufficiency,
accuracy, enforceability or genuineness of, any draft, demand, instrument, certificate or
other document presented under any Letter of Credit, or any such draft, demand, instrument,
certificate or other document proving to be forged, fraudulent,
invalid, defective or insufficient in any respect or any statement therein being untrue
or inaccurate in any respect, even if the Administrator or the LC Bank has been notified
thereof;


 


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(f) payment by the LC Bank under any Letter of Credit against presentation of a demand,
draft or certificate or other document which does not comply with the terms of such Letter
of Credit other than as a result of the gross negligence or willful misconduct of the LC
Bank;




(g) the solvency of, or any acts or omissions by, any beneficiary of any Letter of
Credit, or any other Person having a role in any transaction or obligation relating to a
Letter of Credit, or the existence, nature, quality, quantity, condition, value or other
characteristic of any property or services relating to a Letter of Credit;




(h) any failure by the LC Bank or any of the LC Bank’s Affiliates to issue any Letter
of Credit in the form requested by the Seller, unless the LC Bank has received written
notice from the Seller of such failure within three (3) Business Days after the LC Bank
shall have furnished the Seller a copy of such Letter of Credit and such error is material
and no drawing has been made thereon prior to receipt of such notice and, in any case, other
than as a result of the gross negligence or willful misconduct of the LC Bank;




(i) any Material Adverse Effect on the Seller, any Originator or any Affiliates
thereof;




(j) any breach of this Agreement or any Transaction Document by any party thereto;




(k) the occurrence or continuance of an Insolvency Proceeding with respect to the
Seller, any Originator or any Affiliate thereof;




(l) the fact that a Termination Event or an Unmatured Termination Event shall have
occurred and be continuing;




(m) the fact that this Agreement or the obligations of the Seller or the Servicer
hereunder shall have been terminated; and




(n) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing.



Section 1.20 Indemnity. In addition to other amounts payable hereunder, the Seller
hereby agrees to protect, indemnify, pay and save harmless the Administrator, the LC Bank, each LC
Participant and any of the LC Bank’s Affiliates that have issued a Letter of Credit from and
against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments,
losses, costs, charges and reasonable expenses (including Attorney Costs) which the Administrator,
the LC Bank, any LC Participant or any of their respective Affiliates may incur or be subject to as
a consequence, direct or indirect, of the issuance of any Letter of Credit, other than as a result
of (a) the gross negligence or willful misconduct of, or the breach of this Agreement by, the party
to be indemnified as determined by a final judgment of a court of competent jurisdiction
or (b) the wrongful dishonor by the LC Bank of a proper demand for payment made under any
Letter of Credit, except if such dishonor resulted from any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto Governmental Authority (all such acts or
omissions herein called “Governmental Acts”).


 


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Section 1.21 Liability for Acts and Omissions. As between the Seller, on the one
hand, and the Administrator, the LC Bank, the LC Participants, the Purchasers and the Purchaser
Agents, on the other, the Seller assumes all risks of the acts and omissions of, or misuse of any
Letter of Credit by, the respective beneficiaries of such Letter of Credit. In furtherance and not
in limitation of the respective foregoing, none of the Administrator, the LC Bank, the LC
Participants, the Purchasers or the Purchaser Agents shall be responsible for: (i) the form,
validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party
in connection with the application for an issuance of any such Letter of Credit, even if it should
in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
(ii) the validity or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii)
the failure of the beneficiary of any such Letter of Credit, or any other party to which such
Letter of Credit may be transferred, to comply fully with any conditions required in order to draw
upon such Letter of Credit or any other claim of the Seller against any beneficiary of such Letter
of Credit, or any such transferee, or any dispute between or among the Seller and any beneficiary
of any Letter of Credit or any such transferee; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or
not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in
the transmission or otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any
such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any
consequences arising from causes beyond the control of the Administrator, the LC Bank, the LC
Participants, the Purchasers and the Purchaser Agents, including any Governmental Acts, and none of
the above shall affect or impair, or prevent the vesting of, any of the LC Bank’s rights or powers
hereunder. Nothing in the preceding sentence shall relieve the LC Bank from liability for its gross
negligence or willful misconduct, as determined by a final non-appealable judgment of a court of
competent jurisdiction, in connection with actions or omissions described in such clauses
(i) through (viii) of such sentence. In no event shall the Administrator, the LC Bank,
the LC Participants, the Purchasers or the Purchaser Agents or their respective Affiliates, be
liable to the Seller or any other Person for any indirect, consequential, incidental, punitive,
exemplary or special damages or expenses (including without limitation Attorney Costs), or for any
damages resulting from any change in the value of any property relating to a Letter of Credit.



Without limiting the generality of the foregoing, the Administrator, the LC Bank, the LC
Participants, the Purchasers and the Purchaser Agents and each of its Affiliates: (i) may rely on
any written communication believed in good faith by such Person to have been authorized or given by
or on behalf of the applicant for a Letter of Credit; (ii) may honor any presentation if the
documents presented appear on their face to comply with the terms and conditions of the relevant
Letter of Credit; (iii) may honor a previously dishonored presentation under a Letter of Credit,
whether such dishonor was pursuant to a court order, to settle or compromise any


 


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claim of wrongful
dishonor, or otherwise, and shall be entitled to reimbursement to the
same extent as if such presentation had initially been honored, together with any interest paid by the LC
Bank or its Affiliates; (iv) may honor any drawing that is payable upon presentation of a statement
advising negotiation or payment, upon receipt of such statement (even if such statement indicates
that a draft or other document is being delivered separately), and shall not be liable for any
failure of any such draft or other document to arrive, or to conform in any way with the relevant
Letter of Credit; (v) may pay any paying or negotiating bank claiming that it rightfully honored
under the laws or practices of the place where such bank is located; and (vi) may settle or adjust
any claim or demand made on the Administrator, the LC Bank, the LC Participants, the Purchasers or
the Purchaser Agents or their respective Affiliates, in any way related to any order issued at the
applicant’s request to an air carrier, a letter of guarantee or of indemnity issued to a carrier or
any similar document (each an “Order”) and may honor any drawing in connection with any
Letter of Credit that is the subject of such Order, notwithstanding that any drafts or other
documents presented in connection with such Letter of Credit fail to conform in any way with such
Letter of Credit.



In furtherance and extension and not in limitation of the specific provisions set forth above,
any action taken or omitted by the LC Bank under or in connection with any Letter of Credit issued
by it or any documents and certificates delivered thereunder, if taken or omitted in good faith and
without gross negligence or willful misconduct, as determined by a final non-appealable judgment of
a court of competent jurisdiction, shall not put the LC Bank under any resulting liability to the
Seller, any LC Participant or any other Person.



Section 1.22 Extension of Termination Date. Seller may request the extension of the
then current Facility Termination Date by providing written notice to the Administrator and each
Purchaser Agent; provided such request is made not more than 180 days prior to, and not
less than 60 days prior to, the then current Facility Termination Date. In the event that the
Purchasers are all agreeable to such extension, the Administrator shall so notify the Seller and
the Servicer (it being understood that the Purchasers may accept or decline such a request
in their sole discretion and on such terms as they may elect) not less than 30 days following such
request and the Seller, the Servicer, the Administrator, the Purchaser Agents and the Purchasers
shall enter into such documents as the Purchasers may reasonably deem necessary or appropriate to
reflect such extension, and all reasonable costs and expenses incurred by the Purchasers, the
Administrator and the Purchaser Agents in connection therewith (including Attorney Costs) shall be
paid by the Seller. In the event any Purchaser declines the request for such extension, such
Purchaser (or the applicable Purchaser Agent on its behalf) shall so notify the Administrator and
the Administrator shall so notify the Seller of such determination; provided, that the
failure of the Administrator to notify the Seller of the determination to decline such extension
shall not affect the understanding and agreement that the applicable Purchasers shall be deemed to
have refused to grant the requested extension in the event the Administrator fails to affirmatively
notify the Seller of their agreement to accept the requested extension, and either (a) the Purchase
Limit shall be reduced by an amount equal to the Commitment of such Purchaser, or (b) with the
consent of the Administrator (such consent not to be unreasonably withheld), the Seller may appoint
a new Purchaser to assume such non-renewing Purchaser’s Commitment Percentage of the Purchase Limit
and the Commitment, and such new Purchaser and the Seller shall enter into such documents as the
other Purchasers may reasonably deem necessary or appropriate to reflect the new Purchaser.


 


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ARTICLE II




REPRESENTATIONS AND WARRANTIES; COVENANTS;

TERMINATION EVENTS




Section 2.1 Representations and Warranties; Covenants. Each of the Seller and the
Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe
the covenants, applicable to it set forth in Exhibits III and IV, respectively.



Section 2.2 Termination Events. If any of the Termination Events set forth in
Exhibit V shall occur, the Administrator may (with the consent of the Majority Purchaser
Agents) or shall (at the direction of the Majority Purchaser Agents), by notice to the Seller,
declare the Facility Termination Date to have occurred (in which case the Facility Termination Date
shall be deemed to have occurred); provided, that upon the occurrence of any event (without
any requirement for the passage of time or the giving of notice) described in paragraph (e)
of Exhibit V, the Facility Termination Date shall automatically occur. Upon any such
declaration, occurrence or deemed occurrence of the Facility Termination Date, the Administrator,
each Purchaser Agent and each Purchaser shall have, in addition to the rights and remedies that
they may have under this Agreement, all other rights and remedies provided after default under the
UCC and under other applicable law, which rights and remedies shall be cumulative.



ARTICLE III




INDEMNIFICATION




Section 3.1 Indemnities by the Seller. Without limiting any other rights any such
Person may have hereunder or under applicable law, the Seller hereby indemnifies and holds
harmless, on an after-tax basis, the Administrator, each Purchaser Agent, each Liquidity Provider,
each Program Support Provider and each Purchaser and their respective officers, directors, agents
and employees (each an “Indemnified Party”) from and against any and all damages, losses,
claims, liabilities, penalties, Taxes, reasonable costs and expenses (including Attorney Costs)
(all of the foregoing collectively, the “Indemnified Amounts”) at any time imposed on or
incurred by any Indemnified Party arising out of or in connection with any Transaction Document,
the transactions contemplated thereby or the acquisition of any portion of the Purchased Interest,
or any action taken or omitted by any of the Indemnified Parties (including any action taken by the
Administrator as attorney-in-fact for the Seller or any Originator hereunder or under any other
Transaction Document), whether arising by reason of the acts to be performed by the Seller
hereunder or otherwise, excluding only Indemnified Amounts to the extent (a) a final judgment of a
court of competent jurisdiction holds that such Indemnified Amounts resulted from a breach of law,
breach of this Agreement, bad faith, negligence or willful misconduct of the Indemnified Party
seeking indemnification, (b) due to the credit risk of the Obligor and for which reimbursement
would constitute recourse to any Originator, the Seller or the Servicer for uncollectible
Receivables or (c) such Indemnified Amounts include Taxes imposed or based on, or measured by, the
gross or net income or receipts of such Indemnified Party by the jurisdiction under the laws of
which such Indemnified Party is organized (or any political subdivision thereof); provided,
that nothing contained in this sentence shall limit the liability of the Seller or the


 


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Servicer or
limit the recourse of any Indemnified Party to the Seller or the
Servicer for any amounts otherwise specifically provided to be paid by the Seller or the Servicer hereunder.
Without limiting the foregoing indemnification, but subject to the limitations set forth in
clauses (a), (b) and (c) of the previous sentence, the Seller shall
indemnify each Indemnified Party for amounts (including losses in respect of uncollectible
Receivables, regardless, for purposes of these specific matters, whether reimbursement therefor
would constitute recourse to the Seller or the Servicer) relating to or resulting from:




(a) the failure of any Receivable included in the calculation of the Net Receivables
Pool Balance as an Eligible Receivable to be an Eligible Receivable, the failure of any
information contained in any Information Package to be true and correct, or the failure of
any other information provided to any Purchaser or the Administrator with respect to the
Receivables or this Agreement to be true and correct;




(b) the failure of any representation, warranty or statement made or deemed made by the
Seller (or any employee, officer or agent of the Seller) under or in connection with this
Agreement, any other Transaction Document, or any Information Package or any other
information or report delivered by or on behalf of the Seller pursuant hereto to have been
true and correct as of the date made or deemed made in all respects;




(c) the failure by the Seller to comply with any applicable law, rule or regulation
with respect to any Receivable or the related Contract, or the nonconformity of any
Receivable or related Contract with any such applicable law, rule or regulation;




(d) the failure of the Seller to vest and maintain vested in the Administrator, for the
benefit of the Purchasers, a first priority perfected ownership or security interest in the
Purchased Interest and the property conveyed hereunder, free and clear of any Adverse Claim
(other than Permitted Liens) ;




(e) any commingling of funds to which the Administrator, any Purchaser Agent or any
Purchaser is entitled hereunder with any other funds;




(f) the failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction or other
applicable laws with respect to any Receivables in, or purporting to be in, the Receivables
Pool and the other Pool Assets, whether at the time of any Purchase or at any subsequent
time;




(g) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box
Agreement;


 


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(h) any dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor) of the Obligor to the payment of any Receivable (including a defense based on such
Receivable or the related Contract not being a legal, valid and binding obligation of such
Obligor enforceable against it in accordance with its terms), or any other claim resulting
from the sale or lease of goods or the rendering of services related to such Receivable or
the furnishing or failure to furnish any such goods or services or relating to collection
activities (if such collection activities were performed by the Seller
or any of its Affiliates acting as the Servicer or by any agent or independent
contractor retained by the Seller or any of its Affiliates) with respect to such Receivable;




(i) any failure of the Seller to perform its duties or obligations in accordance with
the provisions of this Agreement, any Contract or any other Transaction Document to which it
is a party;




(j) any action taken by the Administrator as attorney-in-fact for the Seller or any
Originator pursuant to this Agreement or any other Transaction Document;




(k) any reduction in Capital as a result of the distribution of Collections pursuant to
Section 1.4(d), if all or a portion of such distributions shall thereafter be
rescinded or otherwise must be returned for any reason;




(l) the use of proceeds of Purchase or reinvestment or the issuance of any Letter of
Credit on behalf of Seller (and, if applicable, on behalf of, or for the account of, any
Originator); or




(m) any environmental liability claim, products liability claim or personal injury or
property damage suit or other similar or related claim or action of whatever sort, arising
out of or in connection with any Receivable or any other suit, claim or action of whatever
sort relating to any of the Transaction Documents.



Section 3.2 Indemnities by the Servicer. Without limiting any other rights that any
Indemnified Party may have hereunder or under applicable law, rules or regulations, the Servicer
hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts
arising out of or resulting from (whether directly or indirectly): (a) the failure of any
information contained in any Information Package to be true and correct, or the failure of any
other information provided to such Indemnified Party by, or on behalf of, the Servicer to be true
and correct, (b) the failure of any representation, warranty or statement made or deemed made by
the Servicer (or any of its officers) under or in connection with this Agreement or any other
Transaction Document to which it is a party to have been true and correct as of the date made or
deemed made in all respects when made, (c) the failure by the Servicer to comply with any
applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (d)
any dispute, claim, offset or defense of the Obligor (other than as a result of discharge in
bankruptcy with respect to such Obligor) to the payment of any Receivable in, or purporting to be
in, the Receivables Pool resulting from or related to the collection activities with respect to
such Receivable or (e) any failure of the Servicer to perform its duties or obligations in
accordance with the provisions hereof or any other Transaction Document to which it is a party.


 


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ARTICLE IV




ADMINISTRATION AND COLLECTIONS





Section 4.1 Appointment of the Servicer.



(a) The servicing, administering and collection of the Pool Receivables shall be conducted by
the Person so designated from time to time as the Servicer in accordance with this
Section 4.1. Until the Administrator gives notice to VWR (in accordance with this
Section 4.1) of the designation of a new Servicer, VWR is hereby designated as, and hereby
agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon
the occurrence of a Termination Event, the Administrator may (with the consent of the Majority
Purchaser Agents) or shall (at the direction of the Majority Purchaser Agents) terminate VWR as
Servicer and designate as Servicer any Person (including itself) to succeed VWR or any successor
Servicer, on the condition in each case that any such Person so designated shall agree to perform
the duties and obligations of the Servicer pursuant to the terms hereof.



(b) Upon the designation of a successor Servicer as set forth in Section 4.1(a), VWR
agrees that it will terminate its activities as Servicer hereunder in a manner that the
Administrator reasonably determines will facilitate the transition of the performance of such
activities to the new Servicer, and VWR shall reasonably cooperate with and assist such new
Servicer. Such cooperation shall include access to and transfer of related records (including all
Contracts) and use by the new Servicer of all licenses (or the obtaining of new licenses), hardware
or software (or the obtaining of new hardware or software) reasonably necessary or desirable to
collect the Pool Receivables and the Related Security.



(c) VWR acknowledges that, in making its decision to execute and deliver this Agreement, the
Administrator and each member in each Purchaser Group have relied on VWR’s agreement to act as
Servicer hereunder. Accordingly, VWR agrees that it will not voluntarily resign as Servicer except
upon the determination that the performance of its duties under this Agreement and the other
Transaction Documents is no longer permissible under applicable law.



(d) The Servicer may delegate its duties and obligations hereunder to any subservicer (each a
“Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer
shall agree in writing to perform the delegated duties and obligations of the Servicer pursuant to
the terms hereof, (ii) the Servicer shall remain liable for the performance of the duties and
obligations so delegated, (iii) the Seller, the Administrator and each Purchaser Group shall have
the right to look solely to the Servicer for performance, (iv) the terms of any agreement with any
Sub-Servicer shall provide that the Administrator may terminate such agreement upon the termination
of the Servicer hereunder by giving notice of its desire to terminate such agreement to the
Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer) and (v) if
such Sub-Servicer is not an Affiliate of VWR, the Administrator shall have consented in writing in
advance to such delegation (such consent not to be unreasonably withheld or delayed). For the
avoidance of doubt, this Section 4.1(d) shall not apply to any third party collection
agency collecting Defaulted Receivables or other third party servicer provider assisting in the
servicing of the Defaulted Receivables.


 


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Section 4.2 Duties of the Servicer.



(a) The Servicer shall take or cause to be taken all such action as may be reasonably
necessary or advisable to administer and collect each Pool Receivable from time to time, all in
accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy. The Servicer shall set
aside and hold in trust (or cause the Seller to set aside and hold) for the accounts of the Seller
and each Purchaser Group the amount of Collections to which each such Purchaser Group is
entitled in accordance with Article I hereof. The Servicer may, in accordance with
the applicable Credit and Collection Policy, extend the maturity of any Pool Receivable and extend
the maturity or adjust the Outstanding Balance of any Defaulted Receivable, as the Servicer may
reasonably determine to be appropriate to maximize Collections thereof or reflect adjustments
expressly permitted under the Credit and Collection Policy or as expressly required under
applicable laws, rules or regulations or the applicable Contract; provided, that for
purposes of this Agreement: (i) such extension shall not, and shall not be deemed to, change the
number of days such Pool Receivable has remained unpaid from the date of the original due date
related to such Pool Receivable, (ii) such extension or adjustment shall not alter the status of
such Pool Receivable as a Delinquent Receivable or a Defaulted Receivable or limit the rights of
any Purchaser, any Purchaser Agent or the Administrator under this Agreement or any other
Transaction Document and (iii) if a Termination Event has occurred and is continuing and VWR or an
Affiliate thereof is serving as the Servicer, VWR or such Affiliate may take such action only upon
the prior approval of the Administrator. The Seller shall deliver to the Servicer (or the
applicable Sub-Servicer) and the Servicer or such Sub-Servicer, as applicable, shall hold for the
benefit of the Seller and the Administrator (individually and for the benefit of each Purchaser
Group, in accordance with their respective interests), all records and documents (including
computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the
contrary contained herein, if a Termination Event has occurred and is continuing, the Administrator
may direct the Servicer (whether the Servicer is VWR or any other Person) to commence or settle any
legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any
Related Security.



(b) The Servicer shall, as soon as practicable following actual receipt of collected funds,
turn over to the Seller the collections of any indebtedness owed to the Seller that is not a Pool
Receivable, less, if VWR or an Affiliate thereof is not the Servicer, all reasonable and
appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and
administering such collections. The Servicer, if other than VWR or an Affiliate thereof, shall, as
soon as practicable upon demand, deliver to the Seller all records in its possession that evidence
or relate to any indebtedness that is not a Pool Receivable, and copies of records in its
possession that evidence or relate to any indebtedness that is a Pool Receivable.



(c) The Servicer’s obligations hereunder shall terminate on the latest of: (i) the Facility
Termination Date, (ii) the date on which no Capital or Discount in respect of the Purchased
Interest shall be outstanding, (iii) the date on which an amount equal to 100% of the LC
Participation Amount has been deposited in the LC Collateral Account or all Letters of Credit have
expired, and (iv) the date on which all amounts required to be paid to each Purchaser Agent, each
Purchaser, the Administrator and any other Indemnified Party or Affected Person hereunder shall
have been paid in full.



After such termination, if VWR or an Affiliate thereof was not the Servicer on the date of
such termination, the Servicer shall promptly deliver to the Seller all books, records and related
materials that the Seller previously provided to the Servicer, or that have been obtained by the
Servicer, in connection with this Agreement.


 


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Section 4.3 Lock-Box Account Arrangements. On or before the Closing Date, the Seller
shall have entered into Lock-Box Agreements with all of the Lock-Box Banks and delivered
executed counterparts of each to the Administrator; provided, however, that,
notwithstanding anything to the contrary herein or in the Sale Agreement with respect to any Pool
Receivables the Originator thereof is AMRESCO, LLC or BioExpress, LLC, amounts receivable from
Obligors of such Pool Receivables may be directed and paid into one or more lock-boxes or other
deposit accounts held in the name of AMRESCO, LLC or BioExpress, LLC, as applicable (each, an
“Originator Account”) (it being understood that (1) such Person shall agree to hold any
funds on deposit in such Originator Account in trust for the benefit of the Seller and its assigns,
(2) any funds received in such Originator Account shall be required to be remitted to a Lock-Box
Account in the name of the Seller promptly following the establishment of such Lock-Box Account
with respect to such Originator, and (3) such funds shall be applied pursuant to this Agreement and
the Sale Agreement as if such funds were remitted to a Lock-Box Account) and, in each case, subject
to the conditions that (i) the Seller or such Originator shall have established a Lock-Box Account
with respect to such Originator in the name of the Seller no later than 90 days from the Closing
Date (ii) the Seller shall have entered into and delivered to the Administrator, no later than 90
days from the Closing Date, executed counterparts of the Lock-Box Agreements with the Lock-Box
Banks holding or maintaining the Lock-Box Accounts to which payments on such Pool Receivables with
respect to such Originator are remitted and (iii) at all times prior to the establishment of such
Lock-Box Accounts with respect to such Originators and such delivery of such Lock-Box Agreements,
the aggregate Outstanding Balance of all such Pool Receivables shall not exceed 5% of the aggregate
Outstanding Balance of all Pool Receivables, the representations, warranties, covenants and other
agreements of the Seller with respect to the deposit of such funds and the related Originator
Accounts shall not apply. Upon the occurrence and during the continuation of a Termination Event,
the Administrator may (with the consent of the Majority Purchaser Agents) or shall (upon the
direction of the Majority Purchaser Agents) at any time thereafter give notice to each Lock-Box
Bank that the Administrator is exercising its rights under the Lock-Box Agreements to do any or all
of the following: (a) to have the exclusive ownership and control of the Lock-Box Accounts
transferred to the Administrator (for the benefit of the Purchasers) and to exercise exclusive
dominion and control over the funds deposited therein, (b) to have the proceeds that are sent to
the respective Lock-Box Accounts redirected pursuant to the Administrator’s instructions rather
than deposited in the applicable Lock-Box Account, and (c) to take any or all other actions
permitted under the applicable Lock-Box Agreement. The Seller hereby agrees that if the
Administrator at any time takes any action set forth in the preceding sentence, the Administrator
may elect to have exclusive control (for the benefit of the Purchasers) of the proceeds (including
Collections) of all Pool Receivables and the Seller hereby further agrees to take any other action
that the Administrator or any Purchaser Agent may reasonably request to transfer such control. Any
proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent
immediately to, or as otherwise instructed by, the Administrator. The parties hereto hereby
acknowledge that if at any time the Administrator takes control of any Lock-Box Account, the
Administrator shall not have any rights to the funds therein in excess of the unpaid amounts due to
the Administrator, any member of any Purchaser Group, any Indemnified Party or Affected Person or
any other Person hereunder, and the Administrator shall distribute or cause to be distributed such
funds in accordance with Section 4.2(b) and Article I (in each case as if such
funds were held by the Servicer thereunder).


 


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Section 4.4 Enforcement Rights.




(a) At any time following the occurrence and during the continuation of a Termination Event:




(i) the Administrator may instruct the Seller or the Servicer to give notice of the
Purchaser Groups’ interest in Pool Receivables to each Obligor, which notice shall direct
that payments be made directly to the Administrator or its designee (on behalf of such
Purchaser Groups), and the Seller or the Servicer, as the case may be, shall give such
notice at the expense of the Seller or the Servicer, as the case may be; provided,
that if the Seller or the Servicer, as the case may be, fails to so notify each Obligor
within two (2) Business Days of the Administrator’s instruction, then the Administrator (at
the Seller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors,




(ii) the Administrator may request the Servicer to, and upon such request the Servicer
shall: (A) assemble all of the records necessary or desirable to collect the Pool
Receivables and the Related Security, and transfer or license to a successor Servicer the
use of all software necessary or desirable to collect the Pool Receivables and the Related
Security, and make the same available to the Administrator or its designee (for the benefit
of the Purchasers) at a place selected by the Administrator, and (B) segregate all cash,
checks and other instruments received by it from time to time constituting Collections in a
manner reasonably acceptable to the Administrator and, promptly upon receipt, remit all such
cash, checks and instruments, duly endorsed or with duly executed instruments of transfer,
to the Administrator or its designee, and




(iii) the Administrator may collect any amounts due from any Originator under the Sale
Agreement.



(b) The Seller hereby authorizes the Administrator (on behalf of each Purchaser Group), and
irrevocably appoints the Administrator as its attorney-in-fact with full power of substitution and
with full authority in the place and stead of the Seller, which appointment is coupled with an
interest, to take any and all steps in the name of the Seller and on behalf of the Seller necessary
or desirable, in the reasonable determination of the Administrator, after the occurrence and during
the continuation of a Termination Event, to collect any and all amounts or portions thereof due
under any and all Pool Assets, including endorsing the name of the Seller on checks and other
instruments representing Collections and enforcing such Pool Assets. Notwithstanding anything to
the contrary contained in this Section 4.4(b), none of the powers conferred upon such
attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any
liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer
any obligations upon such attorney-in-fact in any manner whatsoever.




Section 4.5 Responsibilities of the Seller.



(a) Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its
obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if
interests in such Pool Receivables had not been transferred hereunder, and the exercise by the
Administrator, the Purchaser Agents or the Purchasers of their respective rights hereunder
shall not relieve the Seller from such obligations, and (ii) pay when due any Taxes, including
any sales taxes payable in connection with the Pool Receivables and their creation and
satisfaction. None of the Administrator, the Purchaser Agents or any of the Purchasers shall have
any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to
perform any of the obligations of the Seller, the Servicer, VWR or the Originators thereunder.


 


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(b) VWR hereby irrevocably agrees that if at any time it shall cease to be the Servicer
hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of
the Servicer and, in such capacity, VWR shall conduct the data-processing functions of the
administration of the Receivables and the Collections thereon in substantially the same way that
VWR conducted such data-processing functions while it acted as the Servicer. In connection with
any such data-processing functions, VWR shall be entitled to be reimbursed for its reasonable costs
and expenses of the Seller.



Section 4.6 Servicing Fee. (a) Subject to clause (b), the Servicer shall be
paid a fee (the “Servicing Fee”) equal to 1.00% per annum (the
“Servicing Fee Rate”) of the daily average aggregate Outstanding Balance of the Pool
Receivables.



(b) If the Servicer ceases to be VWR or an Affiliate thereof, the Servicing Fee shall be the
greater of: (i) the amount calculated pursuant to clause (a), and (ii) an alternative
amount specified by the successor Servicer not to exceed 110% of the aggregate reasonable costs and
expenses incurred by such successor Servicer in connection with the performance of its obligations
as Servicer.



ARTICLE V




THE AGENTS




Section 5.1 Appointment and Authorization. (a) Each Purchaser and Purchaser Agent
hereby irrevocably designates and appoints PNC Bank, National Association, as the
“Administrator” hereunder and authorizes the Administrator to take such actions and to
exercise such powers as are delegated to the Administrator hereby and to exercise such other powers
as are reasonably incidental thereto. The Administrator shall hold, in its name, for the benefit
of each Purchaser, ratably, the Purchased Interest. The Administrator shall not have any duties
other than those expressly set forth herein or any fiduciary relationship with any Purchaser or
Purchaser Agent, and no implied obligations or liabilities shall be read into this Agreement, or
otherwise exist, against the Administrator. The Administrator does not assume, nor shall it be
deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or
Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the
contrary, in no event shall the Administrator ever be required to take any action which exposes the
Administrator to personal liability or which is contrary to the provision of any Transaction
Document or applicable law.



(b) Each Purchaser hereby irrevocably designates and appoints the respective institution
identified as the Purchaser Agent for such Purchaser’s Purchaser Group on the signature pages
hereto or in the Assumption Agreement or Transfer Supplement pursuant to which such Purchaser
becomes a party hereto, and each authorizes such Purchaser Agent to take
such action on its behalf under the provisions of this Agreement and to exercise such powers
and perform such duties as are expressly delegated to such Purchaser Agent by the terms of this
Agreement, if any, together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in this Agreement, no Purchaser Agent shall
have any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Purchaser or other Purchaser Agent or the Administrator, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities on the part of such
Purchaser Agent shall be read into this Agreement or otherwise exist against such Purchaser Agent.


 


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(c) Except as otherwise specifically provided in this Agreement, the provisions of this
Article V are solely for the benefit of the Purchaser Agents, the Administrator and the
Purchasers, and none of the Seller or the Servicer shall have any rights as a third-party
beneficiary or otherwise under any of the provisions of this Article V, except that this
Article V shall not affect any obligations which any Purchaser Agent, the Administrator or
any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement.
Furthermore, no Purchaser shall have any rights as a third-party beneficiary or otherwise under any
of the provisions hereof in respect of a Purchaser Agent which is not the Purchaser Agent for such
Purchaser.



(d) In performing its functions and duties hereunder, the Administrator shall act solely as
the agent of the Purchasers and the Purchaser Agents and does not assume nor shall be deemed to
have assumed any obligation or relationship of trust or agency with or for the Seller or the
Servicer or any of their successors and assigns. In performing its functions and duties hereunder,
each Purchaser Agent shall act solely as the agent of its respective Purchaser and does not assume
nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for
the Seller, the Servicer, any other Purchaser, any other Purchaser Agent or the Administrator, or
any of their respective successors and assigns.



Section 5.2 Delegation of Duties. The Administrator may execute any of its duties
through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Administrator shall not be responsible for the negligence
or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.



Section 5.3 Exculpatory Provisions. None of the Purchaser Agents, the Administrator
or any of their respective directors, officers, agents or employees shall be liable for any action
taken or omitted (i) with the consent or at the direction of the Majority Purchaser Agents (or in
the case of any Purchaser Agent, the Purchasers within its Purchaser Group that have a majority of
the aggregate Commitments of such Purchaser Group) or (ii) in the absence of such Person’s gross
negligence or willful misconduct. The Administrator shall not be responsible to any Purchaser,
Purchaser Agent or other Person for (i) any recitals, representations, warranties or other
statements made by the Seller, the Servicer, any Originator or any of their Affiliates, (ii) the
value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction
Document, (iii) any failure of the Seller, the Servicer, any Originator or any of their Affiliates
to perform any obligation hereunder or under the other Transaction Documents to which it is a party
(or under any Contract), or (iv) the satisfaction of any condition specified in Exhibit II.
The Administrator shall not have any obligation to any Purchaser or Purchaser Agent to ascertain
or inquire about the
observance or performance of any agreement contained in any Transaction Document or to inspect
the properties, books or records of the Seller, the Servicer, any Originator or any of their
respective Affiliates.


 


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Section 5.4 Reliance by Agents. (a) Each Purchaser Agent and the Administrator shall
in all cases be entitled to rely, and shall be fully protected in relying, upon any document or
other writing or conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person and upon advice and statements of legal counsel (including
counsel to the Seller), independent accountants and other experts selected by the Administrator.
Each Purchaser Agent and the Administrator shall in all cases be fully justified in failing or
refusing to take any action under any Transaction Document unless it shall first receive such
advice or concurrence of the Majority Purchaser Agents (or in the case of any Purchaser Agent, the
Purchasers within its Purchaser Group that have a majority of the aggregate Commitment of such
Purchaser Group), and assurance of its indemnification, as it deems appropriate.



(b) The Administrator shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement in accordance with a request of the Majority Purchaser Agents or the
Purchaser Agents, and such request and any action taken or failure to act pursuant thereto shall be
binding upon all Purchasers, the Administrator and Purchaser Agents.



(c) The Purchasers within each Purchaser Group with a majority of the Commitments of such
Purchaser Group shall be entitled to request or direct the related Purchaser Agent to take action,
or refrain from taking action, under this Agreement on behalf of such Purchasers. Such Purchaser
Agent shall in all cases be fully protected in acting, or in refraining from acting, under this
Agreement in accordance with a request of such Majority Purchaser Agents, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all of such Purchaser Agent’s
Purchasers.



(d) Unless otherwise advised in writing by a Purchaser Agent or by any Purchaser on whose
behalf such Purchaser Agent is purportedly acting, each party to this Agreement may assume that (i)
such Purchaser Agent is acting for the benefit of each of the Purchasers in respect of which such
Purchaser Agent is identified as being the “Purchaser Agent” in the definition of
“Purchaser Agent” hereto, as well as for the benefit of each assignee or other transferee
from any such Person, and (ii) each action taken by such Purchaser Agent has been duly authorized
and approved by all necessary action on the part of the Purchasers on whose behalf it is
purportedly acting. Each Purchaser Agent and its Purchaser(s) shall agree amongst themselves as to
the circumstances and procedures for removal, resignation and replacement of such Purchaser Agent.



Section 5.5 Notice of Termination Events. Neither any Purchaser Agent nor the
Administrator shall be deemed to have knowledge or notice of the occurrence of any Termination
Event or Unmatured Termination Event unless the Administrator and the Purchaser Agents have
received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or
an Unmatured Termination Event has occurred hereunder and describing such Termination Event or
Unmatured Termination Event. In the event that the Administrator receives such a notice, it shall
promptly give notice thereof to each Purchaser Agent whereupon each such Purchaser Agent shall
promptly give notice thereof to its related Purchasers. In the event that a Purchaser Agent
receives such a notice (other than from the Administrator), it shall promptly give notice
thereof to the Administrator. The Administrator shall take such action concerning a Termination
Event or an Unmatured Termination Event as may be directed by the Majority Purchaser Agents (unless
such action otherwise requires the consent of all Purchasers, the LC Bank and/or the Required LC
Participants), but until the Administrator receives such directions, the Administrator may (but
shall not be obligated to) take such action, or refrain from taking such action, as the
Administrator deems advisable and in the best interests of the Purchasers and the Purchaser Agents.


 


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Section 5.6 Non-Reliance on Administrator, Purchaser Agents and Other Purchasers.
Each Purchaser expressly acknowledges that none of the Administrator, the Purchaser Agents or any
of their respective officers, directors, employees, agents, attorneys-in-fact or Affiliates has
made any representations or warranties to it and that no act by the Administrator, or any Purchaser
Agent hereafter taken, including any review of the affairs of the Seller, VWR, the Servicer or any
Originator, shall be deemed to constitute any representation or warranty by the Administrator or
such Purchaser Agent, as applicable. Each Purchaser represents and warrants to the Administrator
and the Purchaser Agents that, independently and without reliance upon the Administrator, Purchaser
Agents or any other Purchaser and based on such documents and information as it has deemed
appropriate, it has made and will continue to make its own appraisal of and investigation into the
business, operations, property, prospects, financial and other conditions and creditworthiness of
the Seller, VWR, the Servicer or the Originators, and the Receivables and its own decision to enter
into this Agreement and to take, or omit, action under any Transaction Document. Except for items
specifically required to be delivered hereunder, the Administrator shall not have any duty or
responsibility to provide any Purchaser Agent with any information concerning the Seller, VWR, the
Servicer or the Originators or any of their Affiliates that comes into the possession of the
Administrator or any of its officers, directors, employees, agents, attorneys-in-fact or
Affiliates.



Section 5.7 Administrator, Purchasers, Purchaser Agents and Affiliates. Each of the
Administrator, the Purchasers and the Purchaser Agents and any of their respective Affiliates may
extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt,
equity or other business with the Seller, VWR, the Servicer or any Originator or any of their
Affiliates. With respect to the acquisition of the Eligible Receivables pursuant to this
Agreement, each of the Purchaser Agents and the Administrator shall have the same rights and powers
under this Agreement as any Purchaser and may exercise the same as though it were not such an
agent, and the terms “Purchaser” and “Purchasers” shall include, to the extent
applicable, each of the Purchaser Agents and the Administrator in their individual capacities.



Section 5.8 Indemnification. Each LC Participant and Related Committed Purchaser
shall indemnify and hold harmless the Administrator (but solely in its capacity as Administrator)
and the LC Bank and their respective officers, directors, employees, representatives and agents (to
the extent not reimbursed by the Seller, the Servicer or any Originator and without limiting the
obligation of the Seller, the Servicer, or any Originator to do so), ratably (based on its
Commitment) from and against any and all liabilities, obligations, losses, damages, penalties,
judgments, settlements, costs, expenses and disbursements of any kind whatsoever (including in
connection with any investigative or threatened proceeding, whether or not the Administrator, the
LC Bank or such Person shall be designated a party thereto) that may at any time be imposed on,
incurred by or asserted against the Administrator, the LC Bank or such Person as a result of, or
related to, any of the transactions contemplated by the Transaction Documents or the
execution, delivery or performance of the Transaction Documents or any other document furnished in
connection therewith (but excluding any such liabilities, obligations, losses, damages, penalties,
judgments, settlements, costs, expenses or disbursements resulting solely from the gross negligence
or willful misconduct of the Administrator, the LC Bank or such Person as finally determined by a
court of competent jurisdiction). Without limiting the generality of the foregoing, each LC
Participant agrees to reimburse the Administrator and the LC Bank, ratably according to its Pro
Rata Shares, promptly upon demand, for any out of pocket expenses (including Attorney Costs)
incurred by the Administrator or the LC Bank in connection with the administration, modification,
amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or
legal advice in respect of, its rights and responsibilities under this Agreement.


 


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Section 5.9 Successor Administrator. The Administrator may, upon at least thirty (30)
days’ prior written notice to the Seller, each Purchaser and Purchaser Agent, resign as
Administrator. Such resignation shall not become effective until (x) a successor Administrator is
appointed by the Majority Purchaser Agents and has accepted such appointment and (y) so long as no
Termination Event or Unmatured Termination Event has occurred and is continuing, the Seller and the
Servicer shall have consented to such successor Administrator (such consent not to be unreasonably
withheld or delayed). Upon such acceptance of its appointment as Administrator hereunder by a
successor Administrator, such successor Administrator shall succeed to and become vested with all
the rights and duties of the retiring Administrator, and the retiring Administrator shall be
discharged from its duties and obligations under the Transaction Documents. After any retiring
Administrator’s resignation hereunder, the provisions of Sections 3.1 and 3.2 and
this Article V shall inure to its benefit as to any actions taken or omitted to be taken by
it while it was the Administrator.



ARTICLE VI




MISCELLANEOUS




Section 6.1 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any other Transaction Document, or consent to any departure by the Seller or the
Servicer therefrom, shall be effective unless in a writing signed by the Administrator, the LC Bank
and each of the Majority LC Participants and Majority Purchaser Agents, and, in the case of any
amendment, by the other parties thereto; and then such amendment, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given;
provided, that no such amendment or waiver shall, without the consent of each affected
Purchaser, (A) extend the date of any payment or deposit of Collections by the Seller or the
Servicer, (B) reduce the rate or extend the time of payment of Discount, (C) reduce any fees
payable to the Administrator, any Purchaser Agent or any Purchaser pursuant to the applicable
Purchaser Group Fee Letter, (D) change the amount of Capital of any Purchaser, any Purchaser’s pro
rata share of the Purchased Interest or any Related Committed Purchaser’s or LC Participant’s
Commitment, (E) amend, modify or waive any provision of the definition of “Majority Purchaser
Agents” or this Section 6.1, (F) consent to or permit the assignment or transfer by the
Seller of any of its rights and obligations under this Agreement, (G) change the definition of
“Eligible Receivable,” “Facility Termination Date” other than an extension of such
date in accordance with clause (H) or Section 1.22), “Loss Reserve,” “Loss Reserve
Percentage,” “Dilution Reserve,” “Dilution Reserve 
Percentage” or “Termination Event,” (provided that a waiver of any Termination
Event shall not constitute a “change” for purposes of this clause (G)) (H) extend the “Facility
Termination Date” or (I) amend or modify any defined term (or any defined term used directly or
indirectly in such defined term) used in clauses (A) through (I) above in a manner
that would circumvent the intention of the restrictions set forth in such clauses. No failure on
the part of the Purchasers, the Purchaser Agents or the Administrator to exercise, and no delay in
exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof or the exercise of
any other right.


 


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Section 6.2 Notices, Etc. All notices and other communications provided for hereunder
shall, unless otherwise stated herein, be in writing (including facsimile and email communications)
and shall be personally delivered or sent by facsimile or email, or by overnight mail, to the
intended party at the mailing or email address or facsimile number of such party set forth under
its name on the signature pages hereof (or in any other document or agreement pursuant to which it
is or became a party hereto), or at such other address or facsimile number as shall be designated
by such party in a written notice to the other parties hereto. All such notices and communications
shall be effective (i) if delivered by overnight mail, when received, and (ii) if transmitted by
facsimile or email, when sent, receipt confirmed by telephone or electronic means.




Section 6.3 Successors and Assigns; Participations; Assignments.



(a) Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. Except as otherwise
provided in Section 4.1(d), neither the Seller nor the Servicer may assign or transfer any
of its rights or delegate any of its duties hereunder or under any Transaction Document without the
prior consent of the Administrator, the LC Bank, the Required LC Participants and the Purchaser
Agents.



(b) Participations. (i) Except as otherwise specifically provided herein, any
Purchaser may sell to one or more Persons (each a “Participant”) participating interests in
the interests of such Purchaser hereunder; provided, that no Purchaser shall grant any
participation under which the Participant shall have rights to approve any amendment to or waiver
of this Agreement or any other Transaction Document. Such Purchaser shall remain solely
responsible for performing its obligations hereunder, and the Seller, the Servicer, each Purchaser
Agent and the Administrator shall continue to deal solely and directly with such Purchaser in
connection with such Purchaser’s rights and obligations hereunder. A Purchaser shall not agree
with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except
amendments that require the consent of all Purchasers.



(ii) Notwithstanding anything contained in paragraph (a) or clause (i) of
paragraph (b) of this Section 6.3, each of the LC Bank and each LC Participant may
sell participations in all or any part of any Funded Purchase made by such LC Participant to
another bank or other entity so long as (x) no such grant of a participation shall, without the
consent of the Seller, require the Seller to file a registration statement with the SEC and (y) no
holder of any such participation shall be entitled to require such LC Participant to take or omit
to take any action hereunder except that such LC Participant may agree with such participant that,
without such Participant’s consent, such LC Participant will not consent to an amendment,
modification or waiver referred
to in Section 6.1. Any such Participant shall not have any rights hereunder or under the
Transaction Documents.


 


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(c) Assignments by Certain Related Committed Purchasers. Any Related Committed
Purchaser may assign to one or more Persons (each a “Purchasing Related Committed
Purchaser”), reasonably acceptable to the Administrator, the LC Bank and the related Purchaser
Agent in its sole discretion, any portion of its Commitment (which shall be inclusive of its
Commitment as an LC Participant) pursuant to a supplement hereto, substantially in the form of
Annex D with any changes as have been approved by the parties thereto (each, a
“Transfer Supplement”), executed by each such Purchasing Related Committed Purchaser, such
selling Related Committed Purchaser, such related Purchaser Agent and the Administrator and with
the consent of the Seller (provided, that the consent of the Seller shall not be
unreasonably withheld or delayed and that no such consent shall be required if a Termination Event
has occurred and is continuing; provided, further, that no consent of the Seller
shall be required if the assignment is made by any Related Committed Purchaser to the
Administrator, to any other Related Committed Purchaser, to any Affiliate of the Administrator or
any Related Committed Purchaser, to any Program Support Provider or any Person which (i) is in the
business of issuing commercial paper notes and (ii) is associated with or administered by the
Administrator or any Affiliate of the Administrator). Any such assignment by a Related Committed
Purchaser cannot be for an amount less than $10,000,000. Upon (i) the execution of the Transfer
Supplement, (ii) delivery of an executed copy thereof to the Seller, the Servicer, such related
Purchaser Agent and the Administrator and (iii) payment by the Purchasing Related Committed
Purchaser to the selling Related Committed Purchaser of the agreed purchase price, if any, such
selling Related Committed Purchaser shall be released from its obligations hereunder to the extent
of such assignment and such Purchasing Related Committed Purchaser shall for all purposes be a
Related Committed Purchaser party hereto and shall have all the rights and obligations of a Related
Committed Purchaser hereunder to the same extent as if it were an original party hereto. The
amount of the Commitment of the selling Related Committed Purchaser allocable to such Purchasing
Related Committed Purchaser shall be equal to the amount of the Commitment of the selling Related
Committed Purchaser transferred regardless of the purchase price, if any, paid therefor. The
Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the
addition of such Purchasing Related Committed Purchaser as a “Related Committed Purchaser”
and a related “LC Participant” and any resulting adjustment of the selling Related
Committed Purchaser’s Commitment.



(d) Assignments to Liquidity Providers and other Program Support Providers. Any
Conduit Purchaser may at any time grant to one or more of its Liquidity Providers or other Program
Support Providers, participating interests in its portion of the Purchased Interest. In the event
of any such grant by such Conduit Purchaser of a participating interest to a Liquidity Provider or
other Program Support Provider, such Conduit Purchaser shall remain responsible for the performance
of its obligations hereunder. The Seller agrees that each Liquidity Provider and Program Support
Provider of any Conduit Purchaser hereunder shall be entitled to the benefits of Section
1.7.


 


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(e) Other Assignment by Conduit Purchasers. Each party hereto agrees and consents (i)
to any Conduit Purchaser’s assignment, participation, grant of security interests in or other
transfers of any portion of, or any of its beneficial interest in, the Purchased Interest (or
portion
thereof), including without limitation to any collateral agent in connection with its
commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its
rights and obligations hereunder to any other Person, and upon such assignment such Conduit
Purchaser shall be released from all obligations and duties, if any, hereunder; provided,
that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers,
make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in
the purchase of assets similar to the assets being purchased hereunder, (ii) has as its Purchaser
Agent the Purchaser Agent of the assigning Conduit Purchaser and (iii) issues commercial paper or
other Notes with credit ratings substantially comparable to the ratings of the assigning Conduit
Purchaser. Any assigning Conduit Purchaser shall deliver to any assignee a Transfer Supplement
with any changes as have been approved by the parties thereto, duly executed by such Conduit
Purchaser, assigning any portion of its interest in the Purchased Interest to its assignee. Such
Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and
(ii) take all further action that the assignee reasonably requests in order to evidence the
assignee’s right, title and interest in such interest in the Purchased Interest and to enable the
assignee to exercise or enforce any rights of such Conduit Purchaser hereunder. Upon the
assignment of any portion of its interest in the Purchased Interest, the assignee shall have all of
the rights hereunder with respect to such interest (except that the Discount therefor shall
thereafter accrue at the rate, determined with respect to the assigning Conduit Purchaser unless
the Seller, the related Purchaser Agent and the assignee shall have agreed upon a different
Discount).



(f) Opinions of Counsel. If required by the Administrator or the applicable Purchaser
Agent or to maintain the ratings of the Notes of any Conduit Purchaser, each Transfer Supplement or
other assignment and acceptance agreement must be accompanied by an opinion of counsel of the
assignee as to such matters as the Administrator or such Purchaser Agent may reasonably request.



(g) Assignments to Federal Reserve Banks. Notwithstanding any other provision of this
Section 6.3, any Purchaser may at any time assign, as collateral or otherwise, all or any
portion of its rights (including, without limitation, rights to payment of interest and repayment
of the Purchased Interest) under this Agreement to any Federal Reserve Bank, without notice to or
consent of the Seller, Administrator or any other Person; provided that no such assignment
shall release a Purchaser from any of its obligations hereunder, or substitute any such assignee
for such Purchaser as a party hereto. In connection with such pledge, such Purchaser shall be
entitled to receive a physical note evidencing such Purchased Interest.


 


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Section 6.4 Costs, Expenses and Taxes. (a) By way of clarification, and not of
limitation, of Sections 1.7, 1.20 or 3.1, the Seller shall pay to the
Administrator, each Purchaser Agent and/or any Purchaser within ten (10) Business Days following
demand all reasonable costs and expenses in connection with (i) the preparation, execution,
delivery and administration of this Agreement or the other Transaction Documents and the other
documents and agreements to be delivered hereunder and thereunder (and all reasonable costs and
expenses in connection with any amendment, waiver or modification of any thereof), (ii) the sale of
the Purchased Interest (or any portion thereof) (iii) the perfection (and continuation) of the
Administrator’s rights in the Receivables, Collections and other Pool Assets, (iv) the enforcement
by the Administrator, any Purchaser Agent or any member of any Purchaser Group of the obligations
of the Seller, the
Servicer or the Originators under the Transaction Documents or of any Obligor under a
Receivable and (v) the maintenance by the Administrator of the Lock-Box Accounts (and any related
lock-box or post office box), including Attorney Costs for the Administrator, the Purchaser Agents
and the Purchasers and Rating Agency fees incurred by the Administrator relating to any of the
foregoing or to advising the Administrator or any member of any Purchaser Group (including, any
related Liquidity Provider or any other related Program Support Provider) about its rights and
remedies under any Transaction Document or any other document, agreement or instrument related
thereto and all reasonable costs and expenses (including Attorney Costs) of the Administrator, any
Purchaser Agent and any Purchaser in connection with the enforcement or administration of the
Transaction Documents or any other document, agreement or instrument related thereto. The
Administrator and each member of each Purchaser Group agree, however, that unless a Termination
Event has occurred and is continuing, all of such entities will be represented by a single law
firm. The Seller shall, subject to the provisos in clause (e) of each of Sections
1 and 2 of Exhibit IV, reimburse the Administrator, each Purchaser Agent and
each Purchaser for the cost of such Person’s auditors (which may be employees of such Person)
auditing the books, records and procedures of the Seller or the Servicer. The Seller shall
reimburse each Conduit Purchaser for any amounts such Conduit Purchaser must pay to any related
Liquidity Provider or other related Program Support Provider pursuant to any Program Support
Agreement on account of any Tax. The Seller shall reimburse each Purchaser on demand for all
reasonable out of pocket costs and expenses incurred by such Purchaser in connection with the
Transaction Documents or the transactions contemplated thereby.



(b) In addition, the Seller shall pay on demand any and all stamp, franchise and other taxes
and fees payable in connection with the execution, delivery, filing and recording of this Agreement
or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified
Party and Affected Person harmless from and against any liabilities with respect to or resulting
from any delay in paying or omission to pay such taxes and fees.



Section 6.5 No Proceedings; Limitation on Payments. (a) Each of the Seller, VWR, the
Servicer, the Administrator, the Purchaser Agents, the Purchasers, each assignee of the Purchased
Interest or any interest therein, and each Person that enters into a commitment to purchase the
Purchased Interest or interests therein, hereby covenants and agrees that it will not institute
against, or join any other Person in instituting against, any Conduit Purchaser any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note
issued by such Conduit Purchaser is paid in full. The provisions of this paragraph shall survive
any termination of this Agreement. Each party hereto, each assignee of the Purchased Interest or
any interest therein, and each Person that enters into a commitment to purchase the Purchased
Interest or interests therein, agrees that it will not institute against, or join any Person in
instituting against, the Seller any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding, or any other proceeding under any federal or state bankruptcy or similar
law, for one year and one day after which all other indebtedness and other obligations of the
Seller hereunder and under each other Transaction Document shall have been paid in full;
provided that the Administrator may take any such action with the prior written consent of
the Majority Purchaser Agents and the LC Bank.


 


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(b) Notwithstanding any provisions contained in this Agreement to the contrary, no Conduit
Purchaser shall or shall be obligated to, pay any amount, if any, payable by it pursuant to this
Agreement or any other Transaction Document unless (i) such Conduit Purchaser has received funds
which may be used to make such payment and which funds are not required to repay the Notes when due
and (ii) after giving effect to such payment, either (x) such Conduit Purchaser could issue Notes
to refinance all outstanding Notes (assuming such outstanding Notes matured at such time) in
accordance with the program documents governing such Conduit Purchaser’s securitization program or
(y) all Notes are paid in full. Any amount which such Conduit Purchaser does not pay pursuant to
the operation of the preceding sentence shall not constitute a claim (as defined in §101 of the
Bankruptcy Code) against or company obligation of such Conduit Purchaser for any such insufficiency
unless and until such Conduit Purchaser satisfies the provisions of clauses (i) and
(ii) above; provided, however, that if any Conduit Purchaser is unable to
pay its full portion of the Purchase Price for any Purchased Interest, such Conduit Purchaser’s
Related Committed Purchasers shall make that portion of the applicable Purchase. The provisions of
this paragraph shall survive any termination of this Agreement.




Section 6.6 GOVERNING LAW AND JURISDICTION.



(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO ANY OTHERWISE APPLICABLE CONFLICTS OF LAW PRINCIPLES (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO
THE EXTENT THAT THE PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.



(b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES
HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW
OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF
THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH OF THE PARTIES
HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY BE
MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.


 


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Section 6.7 Confidentiality. Unless otherwise required by applicable law, each of the
Seller and the Servicer agrees to maintain the confidentiality of this Agreement and the other
Transaction Documents (and all drafts thereof) in communications with third parties and otherwise;
provided, that this Agreement may be disclosed (a) to third parties to the extent such
disclosure is made pursuant to a written agreement of confidentiality in form and substance
reasonably satisfactory to the Administrator and each Purchaser Agent and (b) to the Seller’s and
Servicer’s legal counsel and auditors if they agree to hold it confidential. Unless otherwise
required by applicable law, rules or regulations, the Administrator, the Purchaser Agents and the
Purchasers agree to maintain the confidentiality of non-public financial information regarding the
Seller, the Servicer and the Originators; provided, that such information may be disclosed
(i) to third parties to the extent such disclosure is made pursuant to a written agreement of
confidentiality in form and substance satisfactory to, and with the consent of the Servicer (in its
sole discretion), (ii) to legal counsel and auditors of the Purchasers, the Purchaser Agents or the
Administrator if they agree to hold it confidential, (iii) to the rating agencies rating the Notes
of any Conduit Purchaser, (iv) to any Program Support Provider or potential Program Support
Provider (if they agree to hold it confidential), (v) to any placement agency placing the Notes,
(vi) to the extent requested by any regulatory authorities having jurisdiction over the
Administrator, the Purchaser Agents, any Purchaser, any Program Support Provider or any Liquidity
Provider and (vii) to any Rating Agency or any non-hired nationally recognized statistical rating
organization that provides to a Conduit Purchaser or its agent the certification required by
subsection (e) of Rule 17g-5, and who agrees to keep such information confidential as contemplated
by Rule 17g-5, by posting such information to a password protected internet website accessible to
each such nationally recognized statistical rating organization in connection with, and subject to
the terms of Rule 17g-5.



Section 6.8 Execution in Counterparts. This Agreement may be executed in any number
of counterparts, each of which, when so executed, shall be deemed to be an original, and all of
which, when taken together, shall constitute one and the same agreement.



Section 6.9 Survival of Termination. The provisions of Sections 1.7,
1.8, 1.9, 1.10, 1.19, 1.20, 3.1, 3.2,
6.4, 6.5, 6.6, 6.7, 6.10 and 6.15 shall survive any
termination of this Agreement.



Section 6.10 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES ITS RESPECTIVE
RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED
TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER
LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER
WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT
ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY
JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT
SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY
PROVISION HEREOF. THIS
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO
THIS AGREEMENT.


 


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Section 6.11 Sharing of Recoveries. Each Purchaser agrees that if it receives any
recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable
hereunder in a greater proportion than should have been received hereunder or otherwise
inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for
cash an interest in amounts owing to the other Purchasers (as return of Capital or otherwise),
without representation or warranty except for the representation and warranty that such interest is
being sold by each such other Purchaser free and clear of any Adverse Claim (other than Permitted
Liens) created or granted by such other Purchaser, in the amount necessary to create proportional
participation by the Purchaser in such recovery. If all or any portion of such amount is
thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price
restored to the extent of such recovery, but without interest.



Section 6.12 Right of Setoff. Each Purchaser is hereby authorized (in addition to any
other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or
other notice which are hereby expressly waived) any deposits and any other indebtedness held or
owing by such Purchaser (including by any branches or agencies of such Purchaser) to, or for the
account of, the Seller against amounts owing by the Seller hereunder (even if contingent or
unmatured).



Section 6.13 Entire Agreement. This Agreement and the other Transaction Documents
embody the entire agreement and understanding between the parties hereto, and supersede all prior
or contemporaneous agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof.



Section 6.14 Headings. The captions and headings of this Agreement and any Exhibit,
Schedule or Annex hereto are for convenience of reference only and shall not affect the
interpretation hereof or thereof.



Section 6.15 Purchaser Groups’ Liabilities. The obligations of each Purchaser Agent
and each Purchaser under the Transaction Documents are solely the corporate obligations of such
Person. Except with respect to any claim arising out of the willful misconduct or gross negligence
of the Administrator, any Purchaser Agent or any Purchaser, no claim may be made by the Seller or
the Servicer or any other Person against the Administrator, any Purchaser Agent or any Purchaser or
their respective Affiliates, directors, officers, employees, attorneys or agents for any special,
indirect, consequential or punitive damages in respect of any claim for breach of contract or any
other theory of liability arising out of or related to the transactions contemplated by this
Agreement or any other Transaction Document, or any act, omission or event occurring in connection
therewith; and each of Seller and Servicer hereby waives, releases, and agrees not to sue upon any
claim for any such damages, whether or not accrued and whether or not known or suspected to exist
in its favor.


 


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Section 6.16 Tax Treatment. Notwithstanding any other express or implied agreement to
the contrary, the parties hereto agree and acknowledge that each of them and each of their
employees, representatives, and other agents
may disclose to any and all Persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated hereby and all materials of any kind (including opinions
or other tax analyses) that are provided to any of them relating to such tax treatment and tax
structure, except to the extent that confidentiality is reasonably necessary to comply with U.S.
federal or state securities laws. For purposes of this paragraph, the terms “tax treatment” and
“tax structure” have the meanings specified in Treasury Regulation section 1.6011-4(c).



Section 6.17 USA Patriot Act. The Purchasers, each Liquidity Provider and each
Program Support Provider that is subject to the requirements of the USA Patriot Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act") hereby notifies the Seller
that pursuant to the requirements of the Patriot Act, it is required to obtain, verify, and record
information that identifies the Seller, which information includes the name and address of the
Seller and other information that will allow such Purchaser, Liquidity Provider or Program Support
Provider to identify the Seller in accordance with the Patriot Act.



Section 6.18 Severability. If any provision of this Agreement is held to be in
conflict with any applicable statute or rule of law or is otherwise held to be unenforceable for
any reason whatsoever, such circumstances shall not have the effect of rendering the provision in
question inoperative or unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




 


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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	VWR RECEIVABLES FUNDING, LLC, as Seller	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Kalinovich 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	James M. Kalinovich 	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	VWR Receivables Funding, LLC

Radnor Corporate Center

Building One, Suite 200

P.O. Box 6660

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: Mahaveer Jain

Telephone: 610-386-1652

Facsimile: 474-881-5638

Email: mahaveer_jain@vwr.com	 	 





 


 









 





	 	 	 	 	 	 	 	 	 
	 	 	VWR INTERNATIONAL, LLC, as Servicer	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ James M. Kalinovich 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 James M. Kalinovich	 	 
	 

	 	 	 	Title:	 	Vice President and Corporate Treasurer	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	VWR International, LLC

Radnor Corporate Center

Building One, Suite 200

P.O. Box 6660

100 Matsonford Road

Radnor, Pennsylvania 19087

Attention: Mahaveer Jain

Telephone: 610-386-1652

Facsimile: 474-881-5638

Email: mahaveer_jain@vwr.com	 	 






Receivables Purchase Agreement

(VWR Receivables Funding, LLC)



 


S-2









 





	 	 	 	 	 	 	 	 	 
	 	 	THE PURCHASER GROUPS:	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as Purchaser Agent for the
Market Street Purchaser Group	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ William Falcon	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	William Falcon	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	PNC Bank, National Association

Three PNC Plaza

225 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2724

Attention: William Falcon

Telephone: (412) 762-5442

Facsimile: (412)705-1225


Email: william.falcon@pnc.com

Market Street Group Commitment: $200,000,000	 	 






Receivables Purchase Agreement

(VWR Receivables Funding, LLC)



 


S-3









 





	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,

as a Related Committed Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ William Falcon 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	William Falcon	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	PNC Bank, National Association

Three PNC Plaza

225 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2724

Attention: William Falcon

Telephone: (412) 762-5442

Facsimile: (412) 705-1225

Email: william.falcon@pnc.com

Commitment: $200,000,000	 	 






Receivables Purchase Agreement

(VWR Receivables Funding, LLC)



 


S-4









 





	 	 	 	 	 	 	 	 	 
	 	 	MARKET STREET FUNDING LLC,

as Conduit Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Doris J. Hearn	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Doris J. Hearn	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	c/o AMACAR Group, L.L.C.

6525 Morrison Blvd., Suite 318

Charlotte, North Carolina 28211

Attention: Doris J. Hearn

Telephone: (704) 365-0569

Facsimile: (704) 365-1362

Email: djhearn@amacar.com	 	 






Receivables Purchase Agreement

(VWR Receivables Funding, LLC)



 


S-5









 





	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as the LC Bank	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ Denise DiSimone Killen	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	Denise DiSimone Killen	 	 
	 

	 	 	 	Title:	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	PNC Bank, National Association

1600 Market Street, 22nd Floor

Philadelphia, Pennsylvania 19103

Attention: Denise Killen

Telephone: (215) 585-5348

Facsimile: (215) 585-6987

Email: denise.killen@pnc.com

Commitment: $70,000,000	 	 






Receivables Purchase Agreement

(VWR Receivables Funding, LLC)



 


S-6









 





	 	 	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, as Administrator	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	/s/ William Falcon	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	William Falcon	 	 
	 

	 	 	 	Title:	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Address:	 	PNC Bank, National Association

Three PNC Plaza

225 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2724

Attention: William Falcon

Telephone: (412) 762-5442

Facsimile: (412) 705-1225

Email: william.falcon@pnc.com	 	 






Receivables Purchase Agreement

(VWR Receivables Funding, LLC)




 


S-7









 







EXHIBIT I




DEFINITIONS




1. Definitions. As used in this Agreement (including its Exhibits, Schedules and
Annexes), the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined). Unless otherwise indicated,
all Section, Annex, Exhibit and Schedule references in this Exhibit are to Sections of and Annexes,
Exhibits and Schedules to this Agreement.



“Administration Account” means the account designated as the Administration Account
established and maintained by the Seller with PNC Bank, National Association having account number
8616156712 and ABA number 031-000-053, or such other account as may be so designated as such by the
Seller with notice to the Administrator and each Purchaser Agent.




“Administrator” has the meaning set forth in the preamble to this Agreement.



“Adjusted LC Participation Amount” means, at any time, the LC Participation Amount
minus the amount on deposit in the LC Collateral Account.



“Adverse Claim” means a lien, security interest or other charge or encumbrance, or any
other type of preferential arrangement; it being understood that any thereof in favor of
the Administrator (for the benefit of the Purchasers) or the Seller as contemplated in the Sale
Agreement shall not constitute an Adverse Claim.




“Affected Person” has the meaning set forth in Section 1.7 of this Agreement.



“Affiliate” means, as to any Person: (a) any Person that, directly or indirectly, is
in control of, is controlled by or is under common control with such Person, or (b) who is a
director or officer: (i) of such Person or (ii) of any Person described in clause (a),
except that, in the case of each Conduit Purchaser, Affiliate shall mean the holder of its capital
stock or membership interest, as the case may be. For purposes of this definition, control of a
Person shall mean the power, direct or indirect: (x) to vote 25% or more of the securities having
ordinary voting power for the election of directors of such Person, or (y) to direct or cause the
direction of the management and policies of such Person, in either case whether by ownership of
securities, contract, proxy or otherwise.



“Aggregate Capital” means the amount paid to the Seller in respect of the Purchased
Interest or portion thereof by each Purchaser pursuant to this Agreement, as reduced from time to
time by Collections distributed and applied on account of such Aggregate Capital pursuant to
Section 1.4(d) of this Agreement or otherwise repaid pursuant to this Agreement;
provided, that if such Aggregate Capital shall have been reduced by any distribution, and
thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any
reason, such Aggregate Capital shall be increased by the amount of such rescinded or returned
distribution as though it had not been made.


 












 





“Aggregate Discount” means at any time, the sum of the aggregate for each
Purchaser of the accrued and unpaid Discount with respect to each such Purchaser’s Capital at such
time.




“Agreement” has the meaning set forth in the preamble hereto.



“Alternate Rate” for any Yield Period for any Portion of Capital funded by any
Purchaser other than through the issuance of Notes, means an interest rate per
annum equal to (a) solely with respect to a Purchaser in a Purchaser Group for which there
is no Conduit Purchaser, the LIBOR Market Index Rate for such Yield Period or (b) otherwise, the
Seller’s choice of: (i) 1.5% per annum above the Euro-Rate for such Yield Period,
and (ii) the Base Rate for such Yield Period; provided, that the “Alternate Rate”
for any day while a Termination Event exists shall be an interest rate equal to 2.0% per
annum above the applicable “Alternate Rate” as calculated above.



“Assumption Agreement” means an agreement substantially in the form set forth in
Annex C to this Agreement.



“Attorney Costs” means and includes all reasonable fees and disbursements of any law
firm or other external counsel.



“Available Liquidity” means, on any date of determination, the sum of (a) the Maximum
Incremental Purchase, (b) the amount of borrowing availability under the Credit Agreement and (c)
cash balances and liquid investments held by VWR and its Affiliates.



“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. §
101, et seq.), as amended from time to time.



“Base Rate” means, with respect to any Purchaser, for any day, a fluctuating interest
rate per annum as shall be in effect from time to time, which rate shall be at all
times equal to the higher of:




(a) the rate of interest in effect for such day as publicly announced from time to time
by the applicable Purchaser Agent (or applicable Related Committed Purchaser) as its “prime
rate”. Such “prime rate” is set by the applicable Purchaser Agent based upon various
factors, including the applicable Purchaser Agent’s costs and desired return, general
economic conditions and other factors, and is used as a reference point for pricing some
loans, which may be priced at, above or below such announced rate, and




(b) 0.50% per annum above the latest Federal Funds Rate.



“Business Day” means any day (other than a Saturday or Sunday) on which: (a) banks are
not authorized or required to close in Dallas, Texas, Atlanta, Georgia, Pittsburgh, Pennsylvania,
or New York, New York, and (b) if this definition of “Business Day” is utilized in connection with
the Euro-Rate or the LIBOR Market Index Rate, as applicable, dealings are carried out in the London
interbank market.


 


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“Calculation Period” means with respect to any Portion of Capital (a) initially the
period commencing on (and including) the date of the initial Purchase or funding of such Portion of
Capital and ending on (but not including) the next occurring Settlement Date, and (b)
thereafter, each period commencing on (and including) the first day after the last day included in
the immediately preceding Calculation Period for such Portion of Capital and ending on (but not
including) the next occurring Settlement Date.



“Capital” means with respect to any Purchaser, (a) the amount paid to the Seller by
such Purchaser pursuant to Section 1.1(a) or (b) of this Agreement or (b) such
Purchaser’s Pro Rata Share of the aggregate amount of all unreimbursed draws deemed to be Funded
Purchases pursuant to Section 1.2(e) of this Agreement, as reduced from time to time by
Collections distributed and applied on account of such Capital pursuant to Section 1.4(d)
of this Agreement or otherwise repaid pursuant to this Agreement; provided, that if such
Capital shall have been reduced by any distribution and thereafter all or a portion of such
distribution is rescinded or must otherwise be returned for any reason, such Capital shall be
increased by the amount of such rescinded or returned distribution as though it had not been made.



“Change in Control” means (a) that VWR ceases to own, directly or indirectly, (i) 100%
of the membership interests of the Seller free and clear of Adverse Claims (other than Permitted
Liens and the Adverse Claim resulting from the pledge of such membership interests pursuant to the
Credit Agreement) or (ii) 100% of the voting stock of any Originator (other than VWR) or (b) any
Person, or group of Persons (within the meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended) acquire beneficial ownership (within the meaning of Rule 13d-3 of
the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended) in
excess of 51% of the outstanding shares of voting stock of VWR.




“Closing Date” means November 4, 2011.



“Collections” means, with respect to any Pool Receivable: (a) all funds that are
received by any Originator, VWR, the Seller or the Servicer in payment of any amounts owed in
respect of such Receivable (including purchase price, finance charges, interest and all other
charges), or applied to amounts owed in respect of such Receivable (including insurance payments
and net proceeds of the sale or other disposition of repossessed goods or other collateral or
property of the related Obligor or any other Person directly or indirectly liable for the payment
of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections and (c)
all other proceeds of such Pool Receivable.



“Commitment” means, with respect to any Related Committed Purchaser, LC Participant or
LC Bank, as applicable, the maximum aggregate amount which such Purchaser is obligated to pay
hereunder on account of all Funded Purchases and all drawings under all Letters of Credit, on a
combined basis as of any time, as set forth below its signature to this Agreement or in the
Assumption Agreement or Transfer Supplement pursuant to which it became a Purchaser, as such amount
may be modified in connection with any subsequent assignment pursuant to Section 6.3(c) or
in connection with a change in the Purchase Limit pursuant to Section 1.1(c).



“Commitment Percentage” means, for each Related Committed Purchaser in a Purchaser
Group, the Commitment of such Related Committed Purchaser, divided by the total of all Commitments
of all Related Committed Purchasers in such Purchaser Group.


 


I-3









 





“Company Notes” has the meaning set forth in Section 3.1 of the Sale
Agreement.



“Concentration Percentage” means, at any time: (a) for any Group A Obligor, 10.00%,
(b) for any Group B Obligor, 7.50%, (c) for any Group C Obligor, 4.00% and (d) for any Group D
Obligor, 2.50%;



“Concentration Reserve” means at any time, the product of (a) the sum
of (i) the Aggregate Capital plus (ii) the Adjusted LC Participation Amount, multiplied
by (b)(i) the Concentration Reserve Percentage divided by (ii) 100% minus the
Concentration Reserve Percentage.



“Concentration Reserve Percentage” means, at any time, the ratio (expressed as a
percentage) (a) the largest of the following (i) the sum of the five (5) largest Group D
Obligor Receivables balances (up to the Concentration Percentage for each such Obligor), (ii)
the sum of the three (3) largest Group C Obligor Receivables balances (up to the
Concentration Percentage for each such Obligor), (iii) the sum of the two (2) largest Group
B Obligor Receivables balances (up to the Concentration Percentage for such Obligor), and (iv) the
largest Group A Obligor Receivables balance (up to the Concentration Percentage for such Obligor),
divided by (b) the sum of the aggregate Outstanding Balances of all Eligible
Receivables in the Receivables Pool.



“Conduit Purchaser” means each commercial paper conduit that is a party to this
Agreement, as a purchaser, or that becomes a party to this Agreement, as a purchaser pursuant to an
Assumption Agreement, Transfer Supplement or otherwise.



“Contract” means, with respect to any Receivable, any and all contracts, instruments,
agreements, leases, invoices, notes or other writings (including electronic or other forms of
writings consistent with standard industry billing practices) pursuant to which such Receivable
arises or that evidence such Receivable or under which an Obligor becomes or is obligated to make
payment in respect of such Receivable.



“CP Rate” means, for any Conduit Purchaser and for any Yield Period for any Portion of
Capital (a) the per annum rate equivalent to the weighted average cost (as
determined by the applicable Purchaser Agent and which shall include commissions of placement
agents and dealers, incremental carrying costs incurred with respect to Notes of such Person
maturing on dates other than those on which corresponding funds are received by such Conduit
Purchaser, other borrowings by such Conduit Purchaser (other than under any Program Support
Agreement) and any other costs associated with the issuance of Notes) of or related to the issuance
of Notes that are allocated, in whole or in part, by the applicable Purchaser Agent to fund or
maintain such Portion of Capital (and which may be also allocated in part to the funding of other
assets of such Conduit Purchaser); provided, that if any component of such rate is a
discount rate, in calculating the “CP Rate” for such Portion of Capital for such Yield
Period, the applicable Purchaser Agent shall for such component use the rate resulting from
converting such discount rate to an interest bearing equivalent rate per annum;
provided, further, that notwithstanding anything in this Agreement or the other
Transaction Documents to the contrary, the Seller agrees that any amounts payable to the Purchasers
in respect of Discount for any Yield Period with respect to any Portion of Capital funded by such
Purchaser at the CP Rate shall include an amount equal to the portion of the face amount of the
outstanding Notes issued to fund or


 


I-4









 






maintain
such Portion of Capital that corresponds to the portion of the proceeds of such Notes that was used to pay
the interest component of maturing Notes issued to fund or maintain such Portion of Capital, to the
extent that such Purchaser had not received payments of interest in respect of such interest
component prior to the maturity date of such maturing Notes (for purposes of the foregoing, the
“interest component” of Notes equals the excess of the face amount thereof over the net proceeds
received by such Purchaser from the issuance of Notes, except that if such Notes are issued on an
interest-bearing basis its “interest component” will equal the amount of interest accruing on such
Notes through maturity) or (b) any other rate designated as the “CP Rate” for such Conduit
Purchaser in an Assumption Agreement or Transfer Supplement pursuant to which such Person becomes a
party as a Conduit Purchaser to this Agreement, or any other writing or agreement provided by such
Conduit Purchaser to the Seller, the Servicer and the applicable Purchaser Agent from time to time.
The “CP Rate” for any day while a Termination Event exists shall be an interest rate equal
to the Alternate Rate as calculated in the definition thereof.



“Credit Agreement” means that certain Credit Agreement, dated as of June 29, 2007,
among Varietal Distribution Merger Sub, Inc. (n/k/a VWR Funding, Inc.), as Parent Borrower, the
Foreign Subsidiary Borrowers party thereto, Bank of America, N.A., as Administrative Agent and
Collateral Agent, Banc of America Securities LLC, Goldman Sachs Credit Partners L.P. and J.P.
Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners, Goldman Sachs Credit
Partners L.P., as Syndication Agent, JPMorgan Chase Bank, N.A., Deutsche Bank Securities Inc. and
PNC Bank, National Association, as Co-Documentation Agents and the other Lenders party thereto (as
the same may be amended, restated, supplemented or otherwise modified from time to time).



“Credit and Collection Policy” means, as the context may require, those receivables
credit and collection policies and practices of each Originator and of VWR in effect on the date of
this Agreement and described in Schedule I to this Agreement, as modified in compliance
with this Agreement.



“Credit Sales” means, for any period, the aggregate initial principal balance of
Receivables originated by the Originators during such period.




“Cut-off Date” has the meaning set forth in Section 1.1(a) the Sale Agreement.



“Daily Report” means each report, in substantially the form of Annex A-3 to
this Agreement, furnished by or on behalf of the Servicer to the Administrator and each Purchase
Agent pursuant to this Agreement.



“Days’ Sales Outstanding” means, for any Fiscal Month, an amount computed as of the
last day of such Fiscal Month equal to: (a) the average of the Outstanding Balance of all
Pool Receivables as of the last day of each of the three most recent Fiscal Months ended on the
last day of such Fiscal Month divided by (b)(i) the aggregate Credit Sales during the three
Fiscal Months ended on the last day of such Fiscal Month divided by (ii) 90.


 


I-5









 





“Debt” of any Person shall mean, without duplication, (a) all obligations of such
Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person under conditional sale or other title
retention agreements relating to property or assets purchased by such Person, (d) all
obligations of such Person issued or assumed as the deferred purchase price of property or services
(other than current trade liabilities and current intercompany liabilities (but not any
refinancings, extensions, renewals or replacements thereof) incurred in the ordinary course of
business, (e) all guarantees by such Person of Debt of others, (f) all capital lease obligations of
such Person, (g) all payments that such Person would have to make in the event of an early
termination, on the date Debt of such Person is being determined, in respect of outstanding swap
agreements, (h) the principal component of all obligations, contingent or otherwise, of such Person
as an account party in respect of letters of credit and (i) the principal component of all
obligations of such person in respect of bankers’ acceptances. The Debt of any person shall
include the Debt of any partnership in which such Person is a general partner, other than to the
extent that the instrument or agreement evidencing such Debt expressly limits the liability of such
person in respect thereof.



“Deemed Collections” has the meaning set forth in Section 1.4(e)(ii) of this
Agreement.



“Default Ratio” means the ratio (expressed as a percentage) computed as of the last
day of each Fiscal Month by dividing: (a) the aggregate Outstanding Balance of all Pool
Receivables that became Defaulted Receivables during such month (other than Receivables that became
Defaulted Receivables as a result of an Insolvency Proceeding with respect to the Obligor thereof
during such month) by (b) the Credit Sales during the month that is five (5) Fiscal Months
before such month.




“Defaulted Receivable” means a Receivable:




(a) other than any Receivable the Obligor of which is an Affiliate of VWR, as to which
any payment, or part thereof, remains unpaid for more than 120 days from the due date for
such payment, or




(b) without duplication (i) as to which an Insolvency Proceeding shall have occurred
with respect to the Obligor thereof or any other Person obligated thereon or owning any
Related Security with respect thereto (other than the Seller or any Purchaser), or (ii) as
to which any payment, or part thereof, has been written off the Seller’s books as
uncollectible.



“Delinquency Ratio” means the ratio (expressed as a percentage) computed as of the
last day of each Fiscal Month by dividing: (a) the aggregate Outstanding Balance of all
Pool Receivables that were Delinquent Receivables on such day by (b) the aggregate
Outstanding Balance of all Pool Receivables on such day.



“Delinquent Receivable” means a Receivable as to which any payment, or part thereof,
remains unpaid for more than 90 days from the due date for such payment.



“Dilution Horizon Ratio” means, for any Fiscal Month, the ratio (expressed as a
percentage) computed as of the last day of such Fiscal Month by dividing: (a) the aggregate
Credit Sales during the most recent Fiscal Month and one half of the second most recent Fiscal
Month (or such other Fiscal Month as may be determined by the Administrator following a Review),
by (b) the Net Receivables Pool Balance at the last day of such Fiscal Month.


 


I-6









 





“Dilution Ratio” means the ratio (expressed as a percentage), computed as of the last
day of each Fiscal Month by dividing: (a) the aggregate amount of payments made or owed by
the Seller pursuant to Section 1.4(e)(i) of this Agreement, other than payments related to
the Specifically Reserved Dilution Amount, during such Fiscal Month by (b) the aggregate
Credit Sales during the Fiscal Month that is two months prior to such Fiscal Month.



“Dilution Reserve” means, on any day, an amount equal to the product of: (a)
the sum of (i) the Aggregate Capital plus (ii) the Adjusted LC Participation Amount
multiplied by (b) (i) the Dilution Reserve Percentage on such day, divided by (ii)
100% minus the Dilution Reserve Percentage on such day.



“Dilution Reserve Percentage” means on any day, the product (expressed as a
percentage) of (a) the Dilution Horizon Ratio multiplied by (b) the sum of (i) 2.25
times the average of the Dilution Ratios for the twelve most recent Fiscal Months
and (ii) the Dilution Volatility Component.



“Dilution Volatility Component” means, for any Fiscal Month, the product of
(a) the positive difference, if any, between: (i) the highest Dilution Ratio for
any Fiscal Month during the twelve most recent Fiscal Months and (ii) the arithmetic
average of the two month rolling average of the Dilution Ratios as of the last day of each of
the twelve most recent twelve Fiscal Months times (b) (i) the highest Dilution Ratio for
any Fiscal Month during the twelve most recent Fiscal Months, divided by (ii) the
arithmetic average of the two month rolling average of the Dilution Ratios as of the last
day of each of the twelve most recent twelve Fiscal Months.




“Discount” means with respect to any Purchaser:




(a) for any Portion of Capital for any Yield Period with respect to any Purchaser to
the extent such Portion of Capital will be funded by such Purchaser during such Yield Period
through the issuance of Notes:



CPR x C x ED/360 + YPF





(b) for any Portion of Capital for any Yield Period with respect to any Purchaser to
the extent such Portion of Capital will not be funded by such Purchaser during such Yield
Period through the issuance of Notes or, if the LC Bank and/or any LC Participant has deemed
to have made a Funded Purchase in connection with any drawing under a Letter of Credit which
accrues Discount pursuant to Section 1.2(e) of this Agreement:



AR x C x ED/Year + YPF





where:



	 	 	 	 	 	 	 
	 

	 	AR
	 	=
	 	the Alternate Rate for such Portion of Capital for such Yield
Period with respect to such Purchaser,
	 
	 	 	 	 	 	 
	 

	 	C
	 	=
	 	the daily average Capital with respect to such Portion of
Capital during such Yield Period with respect to such Purchaser,





 


I-7









 





	 	 	 	 	 	 	 
	 

	 	CPR
	 	=
	 	the CP Rate for the Portion of Capital for such Yield Period
with respect to such Purchaser,
	 
	 	 	 	 	 	 
	 

	 	ED
	 	=
	 	the actual number of days during such Yield Period,
	 
	 	 	 	 	 	 
	 

	 	Year
	 	=
	 	if such Portion of Capital is funded based upon: (i) the
Euro-Rate or the LIBOR Market Index Rate, as applicable, 360 days, and (ii) the
Base Rate, 365 or 366 days, as applicable, and
	 
	 	 	 	 	 	 
	 

	 	YPF
	 	=
	 	the Yield Protection Fee, if any, for the Portion of Capital
for such Yield Period with respect to such Purchaser;






provided, that no provision of this Agreement shall require the payment or permit the
collection of Discount in excess of the maximum permitted by applicable law; and provided
further, that Discount for any Portion of Capital shall not be considered paid by any
distribution to the extent that at any time all or a portion of such distribution is rescinded or
must otherwise be returned for any reason.




“Dollar” or “$” means lawful currency of the United States of America.




“Drawing Date” has the meaning set forth in Section 1.15(b) of this Agreement.




“Eligible Receivable” means, at any time, a Pool Receivable:




(a) the Obligor of which is (i) a resident of the United States (including its
territories) or, subject to the limitations in the definition of “Excess Concentrations”, a
Governmental Authority, or a resident of a country other than the United States (including
its territories), (ii) not subject to an Insolvency Proceeding, and (iii) not an Affiliate
of VWR;




(b) that is denominated and payable in U.S. dollars to a Lock-Box Account in the United
States and the Obligor with respect to which has been instructed on or prior to the Closing
Date to remit Collections in respect thereof to a Lock-Box Account in the United States;
provided, however, that with respect to any Receivable the Obligor with
respect to which is not remitting to a Lock-Box Account or is remitting to a Lock-Box
Account that is not subject to a Lock-Box Agreement, such Receivable shall not be an
Eligible Receivable, unless otherwise consented to by the Administrator;




(c) that does not have a stated maturity which is more than 90 days after the invoice
date of such Receivable;




(d) that arises under a duly authorized Contract for the sale and delivery of goods and
services in the ordinary course of an Originator’s business;




(e) that arises under a duly authorized Contract that is in full force and effect and
that is a legal, valid and binding obligation of the related Obligor, enforceable against
such Obligor in accordance with its terms;


 


I-8









 






(f) that conforms in all material respects with all applicable laws, rulings and
regulations in effect;




(g) that is not the subject of any asserted dispute, offset, hold back, defense,
Adverse Claim or other claim (other than Permitted Liens arising after the date it became a
Pool Receivable), but any such Pool Receivable shall be ineligible only to the extent of the
amount of such asserted dispute, offset, hold back, defense, Adverse Claim or other claim
(the “Ineligible Amount") and only such Ineligible Amounts shall be excluded to the extent
the aggregate of all Ineligible Amounts exceeds $1,000,000; provided, that a fixed amount of
$1,000,000 shall be deducted from Eligible Receivables on a monthly basis and adjusted
annually, as reasonably determined by the Administrator;




(h) that satisfies all applicable requirements of the applicable Credit and Collection
Policy;




(i) that has not been modified, waived or restructured since its creation, except as
permitted pursuant to Section 4.2 of this Agreement;




(j) in which the Seller has good and marketable title, free and clear of any Adverse
Claims (other than Permitted Liens arising after the date it became a Pool Receivable), and
that is freely assignable by the Seller (including without any consent of the related
Obligor unless such consent has already been obtained);




(k) for which the Administrator (for the benefit of each Purchaser) shall have a valid
and enforceable undivided percentage ownership or security interest, to the extent of the
Purchased Interest, and a valid and enforceable first priority perfected security interest
therein and in the Related Security and Collections with respect thereto, in each case free
and clear of any Adverse Claim (other than Permitted Liens arising after the date it became
a Pool Receivable and any Adverse Claim that constitutes Ineligible Amounts);




(l) that constitutes an “account” or “general intangible” (each, as defined in the
UCC), and that is not evidenced by “instruments” or “chattel paper” (each, defined in the
UCC);




(m) that is not a Defaulted Receivable or a Delinquent Receivable;




(n) for which none of the Originator thereof, the Seller and the Servicer has
established any offset arrangements (other than any cash rebates or early pay discounts as
disclosed to the Administrator and the Purchaser Agents) with the related Obligor;




(o) for which Delinquent Receivables of the related Obligor do not exceed 50% of the
Outstanding Balance of all such Obligor’s Receivables;




(p) that represents amounts earned and payable by the Obligor that are not subject to
the performance of additional services by the Originator thereof (other than any obligations
of the Originator that relates to standard warranties related to the goods sold
that gave rise to such Receivable) or by the Seller and such Receivable shall have been
billed or invoiced by the Servicer, and


 


I-9









 








(q) solely with respect to the Receivables originated by a Restricted Originator, such
Receivable, when sold to the Seller, would not result in the Outstanding Balance of all
Receivables sold by such Restricted Originator to exceed the Restricted Originator
Concentration Limit.



“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statute of similar import, together with the rulings and
regulations thereunder, in each case as in effect from time to time. References to sections of
ERISA also refer to any successor sections.



“ERISA Affiliate” means: (a) any corporation that is a member of the same controlled
group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the
Seller, any Originator or VWR, (b) a trade or business (whether or not incorporated) under common
control (within the meaning of Section 414(c) of the Internal Revenue Code) with the Seller, any
Originator or VWR, or (c) a member of the same affiliated service group (within the meaning of
Section 414(m) of the Internal Revenue Code) as the Seller, any Originator, any corporation
described in clause (a) or any trade or business described in clause (b).



“Euro-Rate” means with respect to any Yield Period, the interest rate per
annum determined by the applicable Purchaser Agent by dividing (the resulting
quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum,
rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) (a) the rate of interest
determined by such Purchaser Agent in accordance with its usual procedures (which determination
shall be conclusive absent manifest error) to be the rate per annum for deposits in
Dollars as reported by Bloomberg Finance L.P. and shown on US0001M Screen as the composite offered
rate for London interbank deposits for such period (or on any successor or substitute page of such
service, or any successor to or substitute for such service, providing rate quotations comparable
to those currently provided on such page of such service, as determined by such Purchaser Agent
from time to time for purposes of providing quotations of interest rates applicable to Dollar
deposits in the London interbank market) at or about 11:00 a.m. (London time) on the Business Day
which is two (2) Business Days prior to the first day of such Yield Period for an amount comparable
to the Portion of Capital to be funded at the Alternate Rate and based upon the Euro-Rate during
such Yield Period by (b) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The
Euro-Rate may also be expressed by the following formula:



	 	 	 	 	 	 	 
	 

	 	Euro-Rate =
	 	Composite of London interbank offered rates shown on

Bloomberg Finance L.P.
Screen US0001M

or appropriate successor

1.00 — Euro-Rate Reserve Percentage
	 	 






where “Euro-Rate Reserve Percentage” means, the maximum effective percentage in effect on
such day as prescribed by the Federal Reserve Board for determining the reserve requirements
(including without limitation, supplemental, marginal, and emergency reserve requirements) with
respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). The
Euro-Rate shall be adjusted with respect to any Portion of Capital funded at the Alternate Rate and
based upon the Euro-Rate that is outstanding on the effective date of any change in the Euro-Rate
Reserve Percentage as of such effective date. The applicable Purchaser Agent shall give prompt
notice to the Seller of the Euro-Rate as determined or adjusted in accordance herewith (which
determination shall be conclusive absent manifest error).


 


I-10









 





“Excess Concentration” means, for any day, the sum of, without duplication,
(a) the sum of the amounts by which the aggregate Outstanding Balance of all Eligible
Receivables then in the Receivables Pool of each Obligor exceeds an amount equal to (i) the
applicable Concentration Percentage for such Obligor multiplied by (ii) the aggregate
Outstanding Balance of all Eligible Receivables then in the Receivables Pool, plus (b) the
amount by which the aggregate Outstanding Balance of all Eligible Receivables then in the
Receivables Pool the Obligor of which is a resident of any country other than the United States
(including its territories) exceeds an amount equal to (i) 5% multiplied by (ii)
the aggregate Outstanding Balance of all Eligible Receivables then in the Receivables Pool,
plus (c) the amount by which the aggregate Outstanding Balance of all Eligible Receivables
then in the Receivables Pool the Obligor of which is a Governmental Authority exceeds an amount
equal to (i) 5.0% multiplied by (ii) the aggregate Outstanding Balance of all Eligible
Receivables then in the Receivables Pool, plus (d) the amount by which the aggregate
Outstanding Balance of all Eligible Receivables then in the Receivables Pool that have a stated
maturity which is more than 60 days and less than or equal to 90 days exceeds an amount equal
to (i) 10.0% (or such other percentage requested in writing by the Seller and consented to by
the Administrator in its sole discretion in writing) multiplied by (ii) the aggregate
Outstanding Balance of all Eligible Receivables then in the Receivables Pool. For the avoidance of
doubt, Excess Concentrations shall not include amounts that are excluded pursuant to clause (q) of
the definition of Eligible Receivables.



“Excluded Receivable” means any account receivable arising in connection with the sale
of goods by VWR to Abengoa Bioenergy Corporation sold by VWR to Citibank, N.A. pursuant to that
certain Supplier Agreement between VWR and Citibank, N.A.; provided, however, that
upon the termination of such Supplier Agreement and the filing of a UCC-3 termination statement in
connection therewith such account receivable shall no longer be an Excluded Receivable.



“Exiting Notice” has the meaning set forth in Section 1.4(b)(ii) of this
Agreement.



“Exiting Purchaser” has the meaning set forth in Section 1.4(b)(ii) of this
Agreement.



“Facility Termination Date” means the earliest to occur of: (a) November 4, 2014, (b)
the date determined pursuant to Section 2.2 of this Agreement, (c) the date the Purchase
Limit reduces to zero pursuant to Section 1.1(c) of this Agreement, (d) with respect to any
Conduit Purchaser, the date that the commitments of all of the Liquidity Providers of such Conduit
Purchaser terminate under the related Liquidity Agreement (it being understood and agreed that the
date set forth in the related Liquidity Agreement as the scheduled “purchase termination date” (or
other similar term) shall not be amended by the applicable Purchasers and the related Liquidity
Providers to be a date earlier than November 4, 2014), and (e) with respect to any
Purchaser Group, the date that the Commitment of all of the Related Committed Purchasers of
such Purchaser Group terminate pursuant to Section 1.22.


 


I-11









 





“Fair Market Value Discount” has the meaning set forth in Section 2.2 of the
Sale Agreement.



“Federal Funds Rate” means, for any day, the per annum rate set forth
in the weekly statistical release designated as H.15(519), or any successor publication, published
by the Federal Reserve Board (including any such successor, “H.15(519)”) for such day
opposite the caption “Federal Funds (Effective).” If on any relevant day such rate is not yet
published in H.15(519), the rate for such day will be the rate set forth in the daily statistical
release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any
successor publication, published by the Federal Reserve Bank of New York (including any such
successor, the “Composite 3:30 p.m. Quotations”) for such day under the caption “Federal
Funds Effective Rate.” If on any relevant day the appropriate rate is not yet published in either
H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will be the arithmetic mean
as determined by the Administrator of the rates for the last transaction in overnight Federal funds
arranged before 9:00 a.m. (New York City Time) on that day by each of three leading brokers of
Federal funds transactions in New York City selected by the Administrator.



“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or
any entity succeeding to any of its principal functions.




“Fee Letters” has the meaning set forth in Section 1.5 of this Agreement.



“Fees” means the fees payable by the Seller to each member of each Purchaser Group
pursuant to the applicable Purchasers Group Fee Letter.




“Fiscal Month” means each calendar month.



“Fiscal Quarter” means a quarter ending on the last day of March, June, September or
December.



“Fiscal Year” means any period of twelve consecutive calendar months ending on
December 31; references to a Fiscal Year with a number corresponding to any calendar year (e.g.,
the “2011 Fiscal Year”) refer to the Fiscal Year ending on December 31 of such calendar year.




“Fitch” means Fitch, Inc.



“Funded Purchase” means a Purchase or deemed Purchase of undivided percentage
ownership interests in the Purchased Interest under this Agreement which (a) is paid for in cash,
including pursuant to Section 1.1(b) (other than through reinvestment of Collections
pursuant to Section 1.4(b)) or (b) is treated as a Funded Purchase pursuant to Section
1.2(e).



“GAAP” means the generally accepted accounting principles and practices in the United
States, consistently applied.


 


I-12









 






“Governmental Acts” has the meaning given such term in Section 1.20.



“Governmental Authority” means any nation or government, any state or other political
subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any
body or entity exercising executive, legislative, judicial, regulatory or administrative functions
of or pertaining to government, including any court, and any Person owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.



“Group A Obligor” means any Obligor with a short-term rating of at least: (a) “A-1” by
Standard & Poor’s, or if such Obligor does not have a short-term rating from Standard & Poor’s, a
rating of “A+” or better by Standard & Poor’s on its long-term senior unsecured and
uncredit-enhanced debt securities, and (b) “P-1” by Moody’s, or if such Obligor does not have a
short-term rating from Moody’s, “A1” or better by Moody’s on its long-term senior unsecured and
uncredit-enhanced debt securities. If both a short-term and long-term rating exist for an Obligor,
the short-term rating will be used and if Standard & Poor’s and Moody’s ratings for an Obligor
indicate a different group for such Obligor, the lower of such ratings shall be used. If an
Obligor is a Governmental Authority, such Obligor shall be deemed to have the ratings assigned to
the relevant governmental unit, if any.



“Group B Obligor” means an Obligor, other than a Group A Obligor, with a short-term
rating of at least: (a) “A-2” by Standard & Poor’s, or if such Obligor does not have a short-term
rating from Standard & Poor’s, a rating of “BBB+” Standard & Poor’s on its long-term senior
unsecured and uncredit-enhanced debt securities, and (b) “P-2” by Moody’s, or if such Obligor does
not have a short-term rating from Moody’s, “Baa1” by Moody’s on its long-term senior unsecured and
uncredit-enhanced debt securities. If both a short-term and long-term rating exist for an Obligor,
the short-term rating will be used and if Standard & Poor’s and Moody’s ratings for an Obligor
indicate a different group for such Obligor, the lower of such ratings shall be used. If an
Obligor is a Governmental Authority, such Obligor shall be deemed to have the ratings assigned to
the relevant governmental unit, if any.



“Group C Obligor” means an Obligor, other than a Group A Obligor or Group B Obligor,
with a short-term rating of at least: (a) “A-3” by Standard & Poor’s, or if such Obligor does not
have a short-term rating from Standard & Poor’s, a rating of “BBB-” by Standard & Poor’s on its
long-term senior unsecured and uncredit-enhanced debt securities, and (b) “P-3” by Moody’s, or if
such Obligor does not have a short-term rating from Moody’s, “Baa3” by Moody’s on its long-term
senior unsecured and uncredit-enhanced debt securities. If both a short-term and long-term rating
exist for an Obligor, the short-term rating will be used and if Standard & Poor’s and Moody’s
ratings for an Obligor indicate a different group for such Obligor, the lower of such ratings shall
be used. If an Obligor is a Governmental Authority, such Obligor shall be deemed to have the
ratings assigned to the relevant governmental unit, if any.



“Group Capital” means with respect to any Purchaser Group, an amount equal to the
aggregate of all Capital of the Purchasers within such Purchaser Group.



“Group Commitment” means with respect to any Purchaser Group, the aggregate of the
Commitments of each Purchaser within such Purchaser Group, which amount is set forth on the
signature pages hereto.


 


I-13









 





“Group D Obligor” means any Obligor that is not a Group A Obligor, Group B Obligor or
Group C Obligor.



“Indemnified Amounts” has the meaning set forth in Section 3.1 of this
Agreement.



“Indemnified Party” has the meaning set forth in Section 3.1 of this
Agreement.



“Indemnified Taxes” has the meaning set forth in Section 1.10 of this
Agreement.



“Independent Manager” has the meaning set forth in paragraph 3(c) of
Exhibit IV to this Agreement.



“Ineligible Amount” has the meaning set forth in clause (g) of the definition of
Eligible Receivable.



“Information Package” means each report, in substantially the form of Annex
A-1 to this Agreement, furnished by or on behalf of the Servicer to the Administrator and each
Purchaser Agent pursuant to this Agreement.



“Insolvency Proceeding” means: (a) any case, action or proceeding before any court or
other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation,
receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the
benefit of creditors of a Person or any composition, marshalling of assets for creditors of a
Person, or other similar arrangement in respect of its creditors generally or any substantial
portion of its creditors, in each case undertaken under U.S. Federal, state or foreign law,
including the Bankruptcy Code.



“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time
to time, and any successor statute of similar import, together with the regulations thereunder, in
each case as in effect from time to time. References to sections of the Internal Revenue Code also
refer to any successor sections.




“LC Bank” has the meaning set forth in the preamble to this Agreement.



“LC Collateral Account” means the account designated as the LC Collateral Account
established and maintained by the Administrator (for the benefit of the LC Bank and the LC
Participants), or such other account as may be so designated as such by the Administrator with
notice to the Seller and the Servicer.



“LC Participant” means each financial institution that is a party to this Agreement,
as a LC Participant, or that becomes a party to this Agreement, as a LC Participant pursuant to an
Assumption Agreement or otherwise.



“LC Participation Amount” means, at any time, the then sum of the undrawn amounts of
all outstanding Letters of Credits.



“Letter of Credit” means any stand-by letter of credit issued by the LC Bank for the
account of the Seller pursuant to this Agreement.


 


I-14









 





“Letter of Credit Application” has the meaning set forth in Section 1.13(a) of
this Agreement.



“LIBOR Market Index Rate” means, for any day, the three-month Eurodollar Rate for U.S.
dollar deposits as reported on the Reuters Screen LIBOR01 Page or any other page that may replace
such page from time to time for the purpose of displaying offered rates of leading banks for London
interbank deposits in United States dollars, as of 11:00 a.m. (London time) on such date, or if
such day is not a Business Day, then the immediately preceding Business Day (or if not so reported,
then as determined by the applicable Purchaser Agent from another recognized source for interbank
quotation), in each case, changing when and as such rate changes.



“Liquidity Agreement” means any agreement entered into in connection with this
Agreement pursuant to which a Liquidity Provider agrees to make purchases or advances to, or
purchase assets from, any Conduit Purchaser in order to provide liquidity for such Conduit
Purchaser’s Purchases.



“Liquidity Provider” means each bank or other financial institution that provides
liquidity support to any Conduit Purchaser pursuant to the terms of a Liquidity Agreement.



“Lock-Box Account” means each account listed on Schedule II to this Agreement
(as amended from time to time) and maintained, in each case in the name of the Seller and
maintained by the Seller at a bank or other financial institution acting as a Lock-Box Bank
pursuant to a Lock-Box Agreement (subject to the proviso to Section 4.3 of this Agreement
regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts that receive
Collections for Pool Receivables the Originator of which is AMRESCO, LLC or BioExpress, LLC) for
the purpose of receiving Collections.



“Lock-Box Agreement” means an agreement, among the Seller, the Servicer, a Lock-Box
Bank and the Administrator, governing the terms of the related Lock-Box Accounts, in each case
acceptable to the Administrator.



“Lock-Box Bank” means any of the banks or other financial institutions holding one or
more Lock-Box Accounts.



“Loss Reserve” means, on any day, an amount equal to (a) the sum of
(i) the Aggregate Capital plus (ii) the Adjusted LC Participation Amount multiplied
by (b)(i) the Loss Reserve Percentage on such date divided by (ii) 100%, minus
the Loss Reserve Percentage on such date.



“Loss Reserve Percentage” means, on any day, an amount (expressed as a percentage)
equal to (a) the product of (i) 2.25 times the highest three month rolling
average of the Default Ratios during the twelve most recent Fiscal Months multiplied by
(ii) the aggregate Credit Sales during the five most recent Fiscal Months and one half of the sixth
most recent Fiscal Month divided by (b) the Net Receivables Pool Balance as of such date.



“Majority LC Participants” shall mean LC Participants whose Pro Rata Shares aggregate
more than 50%.


 


I-15









 





“Majority Purchaser Agents” means, at any time, the Purchaser Agents which in their
related Purchaser Group have Related Committed Purchasers whose Commitments aggregate more than 50%
of the aggregate of the Commitments of all Related Committed Purchasers in all Purchaser Groups.



“Material Adverse Effect” means, relative to any Person with respect to any event or
circumstance, a material adverse effect on:




(a) the assets, operations, business or financial condition of an Originator, the
Seller and the Servicer, taken as a whole.




(b) the ability of any of an Originator, the Seller or Servicer to perform its
obligations under this Agreement or any other Transaction Document to which it is a party,




(c) the validity or enforceability of any of the Transaction Documents, or the
validity, enforceability or collectability of the Pool Receivables, taken as a whole, or




(d) the status, perfection, enforceability or priority of the Administrator’s, any
Purchaser’s or the Seller’s interest in the Pool Assets, taken as a whole.



“Maximum Incremental Purchase” means, on any date, the additional incremental increase
in the Aggregate Capital that would cause the Aggregate Capital plus the Total Reserves to equal
the Net Receivables Pool Balance.



“Minimum Dilution Reserve” means, on any day, the product of (a) the
sum of (i) the Aggregate Capital plus (ii) the Adjusted LC Participation Amount, and
(b)(i) the Minimum Dilution Reserve Percentage on such date divided by (ii) 100%
minus the Minimum Dilution Reserve Percentage on such date.



“Minimum Dilution Reserve Percentage” means, at any time, the product
(expressed as a percentage) of (a) the 12-month rolling average of the Dilution Ratio at such time
multiplied by (b) the Dilution Horizon Ratio as of such date.




“Moody’s” means Moody’s Investors Service, Inc.



“Net Receivables Pool Balance” means, at any time: (a) the Outstanding Balance of
Eligible Receivables then in the Receivables Pool minus (b) the sum of (i) the Excess
Concentration and (ii) the Specifically Reserved Dilution Amount.



“Notes” means short-term promissory notes issued, or to be issued, by any Conduit
Purchaser to fund its investments in accounts receivable or other financial assets.



“Obligor” means, with respect to any Receivable, the Person obligated to make payments
pursuant to the Contract relating to such Receivable.



“Order” has the meaning set forth in Section 1.21 of this Agreement.


 


I-16









 





“Originator” means each Person from time to time party to the Sale Agreement as an
Originator.



“Originator Account” has the meaning set forth in Section 4.3 of this
Agreement.



“Originator Review” has the meaning set forth in Section 6.1(c) of the Sale
Agreement.



“Other Taxes” means any and all present or future stamp or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder
or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or
any other Transaction Document.



“Outstanding Balance” means, for any Receivable at any time, the then outstanding
principal balance thereof.




“Parent” means VWR Funding, Inc., a Delaware corporation.




“Participant” has the meaning set forth in Section 6.3(b) of this Agreement.




“Patriot Act” has the meaning set forth in Section 6.17 of this Agreement.



“Payment Date” means (a) the Closing Date and (b) each Business Day thereafter that
the Originators are open for business.



“Performance Guaranty” means that certain Performance Guaranty, dated as of the date
hereof, made by VWR in favor of the Administrator with respect to certain obligations of the
Originators.



“Permitted Liens” shall mean the following encumbrances but only to the extent the
holders of such encumbrances have not commenced a foreclosure or other enforcement action with
respect thereto: (a) Adverse Claims for taxes or assessments or other governmental charges not yet
due and payable or that are being contested in accordance with the terms and conditions of the
Transaction Documents (but only to the extent that any Adverse Claim to secure payment of such
taxes or assessments or other governmental charges is an inchoate tax lien); (b) pledges or
deposits securing obligations under workmen’s compensation, unemployment insurance, social security
or public liability laws or similar legislation; (c) inchoate and unperfected workers’, mechanics’,
suppliers’ or similar Adverse Claims arising in the ordinary course of business; (d) carriers’,
warehousemen’s or other similar possessory liens arising in the ordinary course of business and
securing liabilities in an outstanding aggregate amount not in excess of $1,000,000 at any one
time; and (e) currently existing or hereinafter created liens in favor of Seller, the Purchasers or
the Administrator.



“Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture, limited liability company or
other entity, or a government or any political subdivision or agency thereof.



“PNC” means PNC Bank, National Association.


 


I-17









 






“Pool Assets” has the meaning set forth in Section 1.2(d) of this Agreement.




“Pool Receivable” means a Receivable in the Receivables Pool.



“Portion of Capital” means, with respect to any Purchaser and its related Capital, the
portion of such Capital being funded or maintained by such Purchaser by reference to a particular
interest rate basis.



“Prime Rate” means a per annum rate equal to the “Prime Rate”
as published in the “Money Rates” section of The Wall Street Journal or if such information
ceases to be published in The Wall Street Journal, such other publication as determined by the
Administrator.



“Pro Rata Share” means, for each LC Participant or the LC Bank, the Commitment of such
LC Participant or LC Bank, as the case may be, divided by the aggregate of the Commitments of all
LC Participants and the LC Bank at such time.



“Program Support Agreement” means and includes any Liquidity Agreement and any other
agreement entered into by any Program Support Provider providing for: (a) the issuance of one or
more letters of credit for the account of any Conduit Purchaser, (b) the issuance of one or more
surety bonds for which the such Conduit Purchaser is obligated to reimburse the applicable Program
Support Provider for any drawings thereunder, (c) the sale by such Conduit Purchaser to any Program
Support Provider of the Purchased Interest (or portions thereof) maintained by such Conduit
Purchaser and/or (d) the making of loans and/or other extensions of credit to any Conduit Purchaser
in connection with such Conduit Purchaser’s securitization program contemplated in this Agreement,
together with any letter of credit, surety bond or other instrument issued thereunder.



“Program Support Provider” means and includes with respect to each Conduit Purchaser,
any Liquidity Provider and any other Person (other than any customer of such Conduit Purchaser) now
or hereafter extending credit or having a commitment to extend credit to or for the account of, or
to make purchases from, such Conduit Purchaser pursuant to any Program Support Agreement.




“Purchase” has the meaning set forth in Section 1.1(a) of this Agreement.



“Purchase and Sale Indemnified Amounts” has the meaning set forth in Section
9.1 of the Sale Agreement.



“Purchase and Sale Indemnified Party” has the meaning set forth in Section 9.1
of the Sale Agreement.



“Purchase and Sale Termination Date” has the meaning set forth in Section 1.4
of the Sale Agreement.



“Purchase and Sale Termination Event” has the meaning set forth in Section 8.1
of the Sale Agreement.


 


I-18









 





“Purchase Date” means the date on which a Purchase or a reinvestment is made pursuant
to this Agreement.



“Purchase Facility” has the meaning set forth in Section 1.1 of the Sale
Agreement.



“Purchase Limit” means $200,000,000, as such amount may be reduced pursuant to
Section 1.1(c) or otherwise in connection with any Exiting Purchaser, or increased pursuant
to Section 1.1(f). References to the unused portion of the Purchase Limit shall mean, at
any time, the Purchase Limit minus the sum of the then outstanding Aggregate Capital plus the LC
Participation Amount.



“Purchase Notice” has the meaning set forth in Section 1.2(a) to this
Agreement.



“Purchase Price” has the meaning set forth in Section 2.2 of the Sale
Agreement.



“Purchased Interest” means, at any time, the undivided percentage ownership interest
of the Purchasers in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all
Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and
other proceeds of, such Pool Receivables and Related Security. Such undivided percentage ownership
interest shall be computed as:



Aggregate Capital + Adjusted LC Participation Amount + Total Reserves

Net Receivables Pool Balance




The Purchased Interest shall be determined from time to time pursuant to Section 1.3 of
this Agreement.



“Purchaser” means each Conduit Purchaser, each Related Committed Purchaser, each LC
Participant and/or the LC Bank, as applicable.



“Purchaser Agent” means each Person acting as agent on behalf of a Purchaser Group and
designated as a Purchaser Agent for such Purchaser Group on the signature pages to this Agreement
or any other Person who becomes a party to this Agreement as a Purchaser Agent pursuant to an
Assumption Agreement or a Transfer Supplement.



“Purchaser Group” means, (a) for any Conduit Purchaser, such Conduit Purchaser, its
Related Committed Purchaser, related Purchaser Agent, related LC Participants and, in the case of
Market Street Funding LLC as a Conduit Purchaser, the LC Bank or (b) with respect to any other
Person, such Person’s roles as Related Committed Purchaser, Purchaser Agent and LC Participant.



“Purchaser Group Fee Letter” has the meaning set forth in Section 1.5 of this
Agreement.



“Purchasers’ Share” of any amount, at any time, means such amount multiplied by the
Purchased Interest at such time.



“Purchasing Related Committed Purchaser” has the meaning set forth in Section
6.3(c) of this Agreement.


 


I-19









 





“Ratable Share” means, for each Purchaser Group, such Purchaser Group’s aggregate
Commitments divided by the aggregate Commitments of all Purchaser Groups.



“Rating Agency” means Fitch, Moody’s, Standard & Poor’s or any other rating agency a
Conduit Purchaser chooses to rate its Notes.



“Receivable” means any accounts or notes receivable representing or evidencing any
indebtedness and other obligations owed to any Originator or the Seller or any right of the Seller
or any Originator to payment from or on behalf of an Obligor or any right to reimbursement for
funds paid or advanced by the Seller or any Originator on behalf of an Obligor, whether
constituting an “account,” “chattel paper,” “payment intangible,” “instrument” or “general
intangible,” (each, as defined in the UCC) arising in connection with the sale of goods or services
by the applicable Originator, and includes, without limitation, the obligation to pay any finance
charges, fees and other charges with respect thereto. Indebtedness and other obligations arising
from any one transaction, including, without limitation, indebtedness and other obligations
represented by an individual invoice or agreement, shall constitute a Receivable separate from a
Receivable consisting of the indebtedness and other obligations arising from any other transaction.
The term “Receivable” shall not include any Excluded Receivable.



“Receivables Pool” means, at any time, all of the then outstanding Receivables
purchased by the Seller pursuant to the Sale Agreement prior to the Facility Termination Date.



“Reimbursement Obligation” has the meaning set forth in Section 1.15(b) of
this Agreement.



“Related Committed Purchaser” means each Person listed as such (and its respective
Commitment) as set forth on the signature pages of this Agreement or in any Assumption Agreement or
Transfer Supplement.



“Related Rights” has the meaning set forth in Section 1.1 of the Sale
Agreement.




“Related Security” means, with respect to any Receivable:




(a) all of the Seller’s and the Originator thereof’s interest in any goods (including
returned goods), and documentation of title evidencing the shipment or storage of any goods
(including returned goods), the sale of which gave rise to such Receivable,




(b) all instruments and chattel paper that may evidence such Receivable,




(c) all other security interests or liens and property subject thereto from time to
time purporting to secure payment of such Receivable, whether pursuant to the Contract
related to such Receivable or otherwise, together with all UCC financing statements or
similar filings relating thereto,




(d) solely to the extent applicable to such Receivable, all of the Seller’s and the
Originator thereof’s rights, interests and claims under the Contracts giving rise to or
securing payment of such Receivable, and all guaranties, indemnities, insurance and other
agreements (including the related Contract) or arrangements of whatever character from
time to time securing payment of such Receivable, whether pursuant to the Contract
related to such Receivable or otherwise, and


 


I-20









 







(e) all of the Seller’s rights, interests and claims under the Sale Agreement and the
other Transaction Documents.




“Reporting Trigger” means any time the Available Liquidity is less than $150,000,000.



“Required Capital Amount” means, as of any date of determination, an amount equal to
the product of (i) the Net Receivables Pool Balance as of the close of business at such time and
(ii) an amount (expressed as a percentage) equal to (a) the product of (x) 1.5
times the highest three month rolling average of the Default Ratios during the twelve most
recent Fiscal Months multiplied by (y) the aggregate Credit Sales during the five most
recent Fiscal Months and one half of the sixth most recent Fiscal Month divided by (b) the
Net Receivables Pool Balance as of such date.



“Required LC Participants” means the LC Participants whose Pro Rata Shares aggregate
662/3% or more.



“Restricted Originator” has the meaning set forth in Section 4.3(b) of the
Sale Agreement.



“Restricted Originator Concentration Limit” means, for any Restricted Originator, the
difference (not to be less than zero) of (a) the lesser of (i) 5% of the Outstanding Balance of the
Receivables Pool as of the date such Restricted Originator became an Originator, and (ii)
$35,000,000, minus, (b) the aggregate Outstanding Balance of the Receivables sold by each
other Restricted Originator that became an Originator prior to the addition of such Restricted
Originator, in each case, as of the date such Restricted Originator became an Originator.



“Restricted Payments” has the meaning set forth in Section 1(m) of Exhibit
IV to this Agreement.



“Review” means an Originator Review, a Seller Review or a Servicer Review, as
applicable.



“Sale Agreement” means the Purchase and Sale Agreement, dated as of the Closing Date
between the Seller and the Originators, as the same may be amended, restated, supplemented or
otherwise modified from time to time.




“SEC” means the U.S. Securities and Exchange Commission.




“Seller” has the meaning set forth in the preamble to this Agreement.



“Seller Review” has the meaning set forth in Section 1(e) of Exhibit
IV to this Agreement.


 


I-21









 





“Seller’s Share” of any amount means the greater of: (a) $0 and (b) such amount minus
the product of (i) such amount multiplied by (ii) the Purchased Interest.




“Servicer” has the meaning set forth in the preamble to this Agreement.



“Servicer Review” has the meaning set forth in Section 2(e) of Exhibit
IV to this Agreement.




“Servicing Fee” means the fee referred to in Section 4.6 of this Agreement.



“Servicing Fee Rate” has the meaning set forth in Section 4.6 of this
Agreement.



“Settlement Date” means the 20th day of each calendar month (or if such day is not a
Business Day, the next occurring Business Day); provided, that during a Reporting Trigger,
the Settlement Date shall be the third day of each week; provided, further, that on
and after the occurrence and continuation of any Termination Event, the Settlement Date shall be
the date selected as such by the Administrator (with the consent or at the direction of the
Majority Purchaser Agents) from time to time (it being understood that the Administrator
(with the consent or at the direction of the Majority Purchaser Agents) and only on and after the
occurrence and continuation of any Termination Event may select such Settlement Date to occur as
frequently as daily) or, in the absence of any such selection, the date which would be the
Settlement Date pursuant to this definition.




“Solvent” means, with respect to any Person at any time, a condition under which:




(a) the fair value and present fair saleable value of such Person’s total assets is, on
the date of determination, greater than such Person’s total liabilities (including
contingent and unliquidated liabilities) at such time;




(b) the fair value and present fair saleable value of such Person’s assets is greater
than the amount that will be required to pay such Person’s probable liability on its
existing debts as they become absolute and matured (“debts,” for this purpose,
includes all legal liabilities, whether matured or unmatured, liquidated or unliquidated,
absolute, fixed, or contingent);




(c) such Person is and shall continue to be able to pay all of its liabilities as such
liabilities mature; and




(d) such Person does not have unreasonably small capital with which to engage in its
current and in its anticipated business.




For purposes of this definition:




(i) the amount of a Person’s contingent or unliquidated liabilities at any time shall
be that amount which, in light of all the facts and circumstances then existing, represents
the amount which can reasonably be expected to become an actual or matured liability;


 


I-22









 






(ii) the “fair value” of an asset shall be the amount which may be realized
within a reasonable time either through collection or sale of such asset at its regular
market value;




(iii) the “regular market value” of an asset shall be the amount which a
capable and diligent business person could obtain for such asset from an interested buyer
who is willing to purchase such asset under ordinary selling conditions; and




(iv) the “present fair saleable value” of an asset means the amount which can
be obtained if such asset is sold with reasonable promptness in an arm’s-length transaction
in an existing and not theoretical market.



“Specifically Reserved Dilution Amount” means for any Fiscal Month, an amount
(expressed as a positive value) computed on the last day of such Fiscal Month, equal to the product
of (a) two (2) (or such other amount as determined by the Administrator) and (b) the greater of (i)
the sum of the credits accrued for as a liability on the Servicer’s books and records in the
ordinary course of business according to policies consistently applied related to customer rebates
during the most recent Fiscal Month, (ii) the sum of debits applied against the liability on the
Servicer’s books and records in the ordinary course of business according to policies consistently
applied related to customer rebates during the most recent Fiscal Month and (iii) the monthly
average of amounts calculated in clause (i) above during the twelve (12) most recent Fiscal Months.



“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s
Financial Services LLC business.




“Sub-Servicer” has the meaning set forth in Section 4.1(d) of this Agreement.



“Subsidiary” means, as to any Person, a corporation, partnership, limited liability
company or other entity of which shares of stock of each class or other interests having more than
50% of the outstanding ordinary voting power (other than stock or other interests having such power
only by reason of the happening of a contingency) are at the time owned, or management of which is
otherwise controlled: (a) by such Person, (b) by one or more Subsidiaries of such Person or (c) by
such Person and one or more Subsidiaries of such Person.



“Tangible Net Worth” means, with respect to any Person, the tangible net worth of such
Person as determined in accordance with GAAP.



“Taxes” means, with respect to any Person, any and all present or future taxes,
charges, fees, levies or other assessments (including income, gross receipts, profits, withholding,
excise, property, sales, use, value added, license, occupation and franchise taxes and including
any related interest, penalties or other additions) imposed by any jurisdiction or taxing authority
(whether foreign or domestic) under the laws of which such Person is organized.



“Termination Day” means: (a) each day on which the conditions set forth in Section
2 of Exhibit II to this Agreement are not satisfied or (b) each day that occurs on or
after the Facility Termination Date.


 


I-23









 






“Termination Event” has the meaning specified in Exhibit V to this Agreement.



“Total Reserves” means, on any day, an amount equal to the sum of: (a) the Yield
Reserve, plus (b) the greater of (i) the sum of the Loss Reserve plus the Dilution
Reserve and (ii) the sum of the Concentration Reserve plus the Minimum Dilution Reserve.



“Transaction Documents” means this Agreement, the Lock-Box Agreements, each Purchaser
Group Fee Letter, the Sale Agreement, the Performance Guaranty, the Company Notes and all other
certificates, instruments, reports, notices, agreements and documents executed, delivered or filed
under or in connection with this Agreement, in each case as the same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the terms thereof.



“Transfer Supplement” has the meaning set forth in Section 6.3(c) of this
Agreement.



“UCC” means the Uniform Commercial Code as from time to time in effect in the
applicable jurisdiction.



“Unmatured Purchase and Sale Termination Event” means any event which, with the giving
of notice or lapse of time, or both, would become a Purchase and Sale Termination Event (other than
a Purchase and Sale Termination Event that would occur solely as a result of an occurrence
described in clauses (a), (c), (d) or (e) of the definition of Facility Termination Date).



“Unmatured Termination Event” means an event that, with the giving of notice or lapse
of time, or both, would constitute a Termination Event (other than a Purchase and Sale Termination
Event occurring solely as a result of the occurrence of an event as described in clause (a), (c),
(d) or (e) of the definition of Facility Termination Date).




“VWR” has the meaning set forth in the preamble to this Agreement.



“Weekly Report” means each report, in substantially the form of Annex A-2 to
this Agreement, furnished by or on behalf of the Servicer to the Administrator and each Purchase
Agent pursuant to this Agreement.



“Yield Period” means (a) with respect to any Portion of Capital funded by the issuance
of Notes, (i) initially the period commencing on (and including) the date of the initial Purchase
or funding of such Portion of Capital and ending on (but not including) the next occurring
Settlement Date, and (ii) thereafter, each period commencing on (and including) the first day after
the last day included in the immediately preceding Yield Period for such Portion of Capital and
ending on (but not including) the next occurring Settlement Date; and (b) with respect to any
Portion of Capital not funded by the issuance of Notes, (i) initially the period commencing on (and
including) the date of the initial Purchase or funding of such Portion of Capital and ending such
number of days later (including a period of one day) as the Administrator (with the consent or at
the direction of the applicable Purchaser Agent) shall select, and (ii) thereafter, each period
commencing on the last day of the immediately preceding Yield Period for such Portion of Capital
and ending such number of days later (including a period of one day) as the Administrator (with the
consent or at the direction of the applicable Purchaser Agent) shall select; provided, that


 


I-24









 






(i) any Yield Period (other than of one day) which would otherwise end on a day which
is not a Business Day shall be extended to the next succeeding Business Day;
provided, if Discount in respect of such Yield Period is computed by reference to
the Euro-Rate or the LIBOR Market Index Rate and such Yield Period would otherwise end on a
day which is not a Business Day, and there is no subsequent Business Day in the same
calendar month as such day, such Yield Period shall end on the next preceding Business Day;




(ii) in the case of any Yield Period of one day, (A) if such Yield Period is the
initial Yield Period for a Purchase hereunder (other than a reinvestment), such Yield Period
shall be the day of such Purchase; (B) any subsequently occurring Yield Period which is one
day shall, if the immediately preceding Yield Period is more than one day, be the last day
of such immediately preceding Yield Period, and, if the immediately preceding Yield Period
is one day, be the day next following such immediately preceding Yield Period; and (C) if
such Yield Period occurs on a day immediately preceding a day which is not a Business Day,
such Yield Period shall be extended to the next succeeding Business Day; and




(iii) in the case of any Yield Period for any Portion of Capital which commences before
the Facility Termination Date and would otherwise end on a date occurring after the Facility
Termination Date, such Yield Period shall end on such Facility Termination Date and the
duration of each Yield Period which commences on or after the Facility Termination Date
shall be of such duration as shall be selected by the Administrator (with the consent or at
the direction of the applicable Purchaser Agent).



“Yield Protection Fee” means, for any Yield Period, with respect to any Portion of
Capital, to the extent that (i) any payments are made by the Seller to the related Purchaser in
respect of such Capital hereunder prior to the applicable maturity date of any Notes or other
instruments or obligations used or incurred by such Purchaser to fund or maintain such Portion of
Capital or (ii) any failure by the Seller to borrow, continue or prepay any Portion of Capital on
the date specified in any Purchase Notice delivered pursuant to Section 1.2 of this
Agreement, the amount, if any, by which: (a) the additional Discount related to such Portion of
Capital that would have accrued through the maturity date of such Notes or other instruments on the
portion thereof for which payments were received from the Seller (or with respect to which the
Seller failed to borrow such amounts), exceeds (b) the income, if any, received by such Purchaser
from investing the proceeds so received in respect of such Portion of Capital, as determined by the
applicable Purchaser Agent, which determination shall be binding and conclusive for all purposes,
absent manifest error.



“Yield Reserve” means, on any date, an amount (expressed as a percentage) equal
to the product of (a) the sum of (i) the Aggregate Capital plus (ii) the
Adjusted LC Participation Amount multiplied by (b)(i) the Yield Reserve Percentage on such
date divided by (b) 100%, minus the Yield Reserve Percentage on such date.



“Yield Reserve Percentage” means, at any time the following amount:


 


I-25









 





	 	 	 	 	 
	 
	 	{(BR + SFR) x 1.5(DSO)}
	 	 
	 
	 	360                    	 	 







where:



	 	 	 	 	 	 	 
	 

	 	BR
	 	=
	 	the Base Rate in effect at such time,
	 
	 	 	 	 	 	 
	 

	 	DSO
	 	=
	 	the Days’ Sales Outstanding, and
	 
	 	 	 	 	 	 
	 

	 	SFR
	 	=
	 	the Servicing Fee Rate.






2. Other Terms; Usage. All accounting terms not specifically defined herein shall be
construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New
York, and not specifically defined herein, are used herein as defined in such Article 9. Unless the
context otherwise requires, “or” means “and/or,” and “including” (and with correlative meaning
“include” and “includes”) means including without limiting the generality of any description
preceding such term.



 


I-26









 







EXHIBIT II




CONDITIONS TO PURCHASES




1. Conditions Precedent to Initial Purchase. The initial Purchase under this
Agreement is subject to the conditions precedent that the Administrator and each Purchaser Agent
shall have received on or before the date of such Purchase, each in form and substance (including
the date thereof) reasonable satisfactory to the Administrator and each Purchaser Agent the
following:



(a) A counterpart of this Agreement and the other Transaction Documents duly executed by the
parties thereto.



(b) Copies of: (i) the resolutions of the board of directors or board of managers of each of
the Seller, the Originators and the Servicer authorizing the execution, delivery and performance by
the Seller, such Originator and the Servicer, as the case may be, of this Agreement and the other
Transaction Documents to which it is a party; (ii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this Agreement and the other
Transaction Documents; and (iii) the organizational documents of the Seller, each Originator and
the Servicer, in each case, certified by the Secretary or Assistant Secretary of the applicable
party and, in the case of good standing certificates, certificates of qualification, certificate of
formation or similar documents, the applicable secretary of state.



(c) A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and
the Servicer certifying the names and true signatures of its officers who are authorized to sign
this Agreement and the other Transaction Documents to which it is a party. Until the Administrator
and each Purchaser Agent receives a subsequent incumbency certificate from the Seller, an
Originator or the Servicer, as the case may be, the Administrator and each Purchaser Agent shall be
entitled to rely on the last such certificate delivered to it by the Seller, such Originator or the
Servicer, as the case may be.



(d) Proper financing statements that have been duly authorized and suitable for filing under
the UCC of all jurisdictions that the Administrator may deem reasonably necessary or desirable in
order to perfect the interests of the Seller and the Administrator (for the benefit of the
Purchasers) contemplated by this Agreement and the Sale Agreement.



(e) Acknowledgment copies, or time stamped receipt copies, of proper financing statements, if
any, duly filed on or before the Closing Date under the UCC of all jurisdictions that the
Administrator may deem reasonably necessary or desirable in order to terminate or release all
security interests and other rights of any Person in the Receivables, Contracts or Related Security
previously granted by the Originators or the Seller in any applicable secretary of state UCC filing
office; other than the UCC-3 financing statements to be filed with respect to the Credit Agreement
on the Closing Date, with respect to which copies in a form suitable for filing shall be
sufficient.


 


 









 





(f) Completed UCC search reports from all applicable state jurisdictions, dated on or shortly
before the Closing Date, listing all financing statements filed with the secretary of state in
the applicable jurisdictions of organization, and that name VWR, the Originators or the Seller
as debtor, and similar search reports from all applicable jurisdictions with respect to judgment,
tax, ERISA and other liens as the Administrator may request, showing no Adverse Claims on any Pool
Assets (other than those which have been released as described in the preceding clause
(e)).



(g) Favorable opinions, addressed to each Rating Agency, the Administrator, each Purchaser,
each Purchaser Agent and each Liquidity Provider, in form and substance reasonably satisfactory to
the Administrator and each Purchaser Agent, of Kirkland & Ellis LLP, counsel for the Seller, the
Originators and the Servicer, and/or in-house counsel for the Seller, the Originators and the
Servicer, covering such matters as the Administrator or any Purchaser Agent may reasonably request,
including, without limitation, organizational and enforceability matters, certain bankruptcy
matters, and certain UCC perfection and priority matters (based on the search results referred to
in clause (f) above and the officer’s certificate referred to in clause (d) above).



(h) Satisfactory results of a review, field examination and audit (performed by
representatives of the Administrator) of the Servicer’s collection, operating and reporting
systems, the Credit and Collection Policy of each Originator, historical receivables data and
accounts, including satisfactory results of a review of the Servicer’s operating location(s) and
satisfactory review and approval of the Eligible Receivables in existence on the date of the
initial Purchase under this Agreement.



(i) A pro forma Information Package representing the performance of the Receivables Pool for
the Fiscal Month before closing.



(j) Evidence of payment by the Seller of all accrued and unpaid fees (including those
contemplated by each Purchaser Group Fee Letter), costs and expenses to the extent then due and
payable on the date thereof, including any such costs, fees and expenses arising under or
referenced in Section 6.4 of this Agreement and the applicable Purchaser Group Fee Letters.



(k) Good standing certificates with respect to each of the Seller, the Originators and the
Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s
organization or formation and principal place of business.



(l) To the extent required by each Conduit Purchaser’s commercial paper program, letters from
each of the rating agencies then rating such Conduit Purchaser’s Notes confirming the rating of
such Notes after giving effect to the transaction contemplated by this Agreement.



(m) A computer file containing all information with respect to the Receivables as the
Administrator or any Purchaser Agent may reasonably request.



(n) Such other approvals, opinions or documents as the Administrator or any Purchaser Agent
may reasonably request.


 


II-2









 





2. Conditions Precedent to All Funded Purchases, Reinvestments and Issuance of Letters of
Credit. Each Funded Purchase, including the initial Funded Purchase (but excluding any deemed
Funded Purchase pursuant to Section 1.2(e)), reinvestment and issuance of any Letters of
Credit shall be subject to the further conditions precedent that:



(a) in the case of each Funded Purchase and the issuance of any Letters of Credit, the
Servicer shall have delivered to the Administrator and each Purchaser Agent on or before such
Purchase or issuance, as the case may be, in form and substance reasonably satisfactory to the
Administrator and each Purchaser Agent, the most recent Weekly Report (if applicable) and
Information Package to reflect the level of the Aggregate Capital, the LC Participation Amount and
Total Reserves and the calculation of the Purchased Interest after such subsequent Purchase or
issuance, as the case may be, and a completed Purchase Notice in the form of Annex B; and



(b) on the date of such Funded Purchase, reinvestment or issuance, as the case may be, the
following statements shall be true (and acceptance of the proceeds of such Funded Purchase,
reinvestment or issuance shall be deemed a representation and warranty by the Seller that such
statements are then true):




(i) the representations and warranties contained in Exhibit III to this
Agreement are true and correct in all material respects (unless such representation or
warranty contains a material qualification and, in such case, such representation and
warranty shall be true and correct as made) on and as of the date of such Funded Purchase,
reinvestment or issuance, as the case may be, as though made on and as of such date except
for representations and warranties which apply as to an earlier date (in which case such
representations and warranties shall be true and correct as of such earlier date);




(ii) no event has occurred and is continuing, or would result from such Funded
Purchase, reinvestment or issuance, as the case may be, that constitutes a Termination Event
or an Unmatured Termination Event;




(iii) the sum of the Aggregate Capital plus the LC Participation Amount, after giving
effect to any such Funded Purchase, reinvestment or issuance, as the case may be, shall not
be greater than the Purchase Limit, and the Purchased Interest shall not exceed 100%; and




(iv) the Facility Termination Date has not occurred.



 


II-3









 







EXHIBIT III




REPRESENTATIONS AND WARRANTIES




1. Representations and Warranties of the Seller. The Seller represents and warrants
to the Administrator, each Purchaser Agent and each Purchaser as of the date of execution of this
Agreement that:



(a) Existence and Power. The Seller is a limited liability company duly formed,
validly existing and in good standing under the laws of Delaware, and has all organizational power
and all governmental licenses, authorizations, consents and approvals required to carry on its
business in each jurisdiction in which its business is conducted unless the failure to have such
power, authority, licenses, authorizations consents of approvals could not be reasonably expected
to have a Material Adverse Effect.



(b) Company and Governmental Authorization, Contravention. The execution, delivery
and performance by the Seller of this Agreement and each other Transaction Document to which it is
a party including the use of the proceeds of purchases and reinvestments: (i) are within the
Seller’s organizational powers, (ii) have been duly authorized by all necessary organizational
action, (iii) require no authorization, approval or other action by or in respect of, and no notice
to or filing with (other than the filing of UCC financing statements and continuation statements
and any authorizations, approvals or other actions made or obtained on or prior to the date
hereof), any Governmental Authority or other Person, and (iv) do not (A) contravene, or constitute
a default under, any provision of (1) applicable law or regulation or (2) the organizational
documents of the Seller or (3) any agreement, judgment, award, injunction, order, writ, decree or
other instrument binding upon the Seller or its property except as would not be reasonably expected
to result in a Material Adverse Effect or (B) result in the creation or imposition of any lien
(other than liens in favor of the Seller and the Administrator under the Transaction Documents) on
assets of the Seller. This Agreement and the other Transaction Documents to which the Seller is a
party have been duly executed and delivered by the Seller.



(c) Binding Effect of Agreement. Each of this Agreement and each other Transaction
Document to which it is a party constitutes the legal, valid and binding obligations of the Seller
enforceable against the Seller in accordance with its respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors’ rights generally and by general principles of equity,
regardless of whether enforceability is considered in a proceeding in equity or at law.



(d) Accuracy of Information. All written information (other than projections, forward
looking statements, budgets, estimates and general market data) heretofore furnished by the Seller
to the Administrator or any Purchaser Agent pursuant to or in connection with this Agreement or any
other Transaction Document or any transaction contemplated hereby or thereby is, and all such
information hereafter furnished by the Seller to the Administrator or any Purchaser Agent in
writing pursuant to this Agreement or any Transaction Document will be, true and accurate in all
material respects on the date such information is stated or certified (when taken as a whole and as
modified or supplemented by other information provided or publicly available in periodic and other
reports, proxy statements and other materials filed by the
Originators and their Affiliates with the Securities and Exchange Commission) and will not
contain any material misstatement of fact or omit to state a material fact necessary to make the
statements contained therein, in the light of the circumstances in which they were made not
materially misleading (when taken as a whole and as modified or supplemented by other information
provided or publicly available in period and other reports, proxy statements and other materials
filed by the Originators and their Affiliates with the Securities and Exchange Commission).


 


 









 





(e) Actions, Suits and Proceedings. There are no actions, suits or proceedings
pending or, to the best of the Seller’s knowledge, threatened against the Seller or its properties,
in or before any court, arbitrator or governmental body. The Seller is not in default with respect
to any order of any court, arbitrator or governmental body.



(f) Accuracy of Exhibits; Lock-Box Arrangements. The names and addresses of all the
Lock-Box Banks together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks,
are specified in Schedule II to this Agreement (or at such other Lock-Box Banks and/or with
such other Lock-Box Accounts as have been notified to the Administrator), and all Lock-Box Accounts
are subject to Lock-Box Agreements (subject to the proviso to Section 4.3 of this Agreement
regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts that receive
Collections for Pool Receivables the Originator of which is AMRESCO, LLC or BioExpress, LLC). All
information on each Exhibit, Schedule or Annex to this Agreement or the other Transaction Documents
(as updated by the Seller from time to time) is true and complete. The Seller has delivered a copy
of all Lock-Box Agreements to the Administrator (subject to the proviso to Section 4.3 of
this Agreement regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts
that receive Collections for Pool Receivables the Originator of which is AMRESCO, LLC or
BioExpress, LLC). The Seller has not granted any interest in any Lock-Box Account (or any related
lock-box or post office box) to any Person other than the Administrator and, upon delivery to a
Lock-Box Bank of the related Lock-Box Agreement, the Administrator will have exclusive ownership
and control of the Lock-Box Account at such Lock-Box Bank.



(g) No Material Adverse Effect, Unmatured Termination Event or Termination Event.
Since the date of organization of the Seller as set forth in its certificate of formation, there
has been no Material Adverse Effect with respect to the Seller. No event has occurred and is
continuing or would be reasonably likely to result from a Purchase in respect of the Purchased
Interest or from the application of the proceeds therefrom, that constitutes a Termination Event or
an Unmatured Termination Event.



(h) Names and Location. The Seller has not used any company names, trade names or
assumed names other than its name set forth on the signature pages of this Agreement. The Seller is
“located” (as defined in the UCC) in Delaware. The office where the Seller keeps its records
concerning the Receivables is at the address set forth below its signature to this Agreement.


 


III-2









 





(i) Margin Stock, No Fraudulent Conveyance. The Seller is not engaged in the business
of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of
Regulations T, U and X, as issued by the Federal Reserve Board), and no proceeds of
any Purchase will be used to purchase or carry any margin stock or to extend credit to others
for the purpose of purchasing or carrying any margin stock. No Purchase hereunder constitutes a
fraudulent transfer or conveyance under any United States federal or applicable state bankruptcy of
insolvency laws or is otherwise void or voidable under such or similar laws or principles or for
any other reason.



(j) Eligible Receivables. Each Pool Receivable included as an Eligible Receivable in
the calculation of the Net Receivables Pool Balance is, as of the date of such calculation, an
Eligible Receivable.



(k) Credit and Collection Policy. The Seller has complied in all material respects
with the Credit and Collection Policy of each Originator with regard to each Receivable originated
by such Originator and the related Contract.



(l) Investment Company Act. The Seller is not an “investment company,” or a company
“controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940,
as amended.



(m) Compliance with Transaction Documents. The Seller has complied in all material
respects with all of the terms, covenants and agreements contained in this Agreement and the other
Transaction Documents to which it is a party and that are applicable to it.



(n) Taxes. The Seller has filed or caused to be filed all U.S. federal income tax
returns and all other material returns, statements, forms and reports for taxes, domestic or
foreign, required to be filed by it and has paid or has made adequate provision for payment of all
taxes payable by it which have become due or any assessments made against it or any of its property
and all other material taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority other than, in each case, (i) any taxes or assessments that are being
contested in good faith and by appropriate proceedings diligently conducted, and for which adequate
reserves have been set aside in accordance with GAAP, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.



(o) Compliance with Applicable Laws. The Seller is in compliance with the
requirements of all applicable laws, rules, regulations and orders of all Governmental Authorities
except to the extent that the failure to comply could not be reasonably expected to have a Material
Adverse Effect.



2. Representations and Warranties of the Servicer. The Servicer represents and
warrants to the Administrator, each Purchaser Agent and each Purchaser as of the date of execution
of this Agreement that:



(a) Existence and Power. The Servicer is a limited liability company duly formed,
validly existing and in good standing under the laws of its state of organization, and has all
limited liability company power and authority and all governmental licenses, authorizations,
consents and approvals required to carry on its business in each jurisdiction in which its business
is conducted unless the failure to have such power, authority, licenses, authorizations consents of
approvals would not be reasonably expected to have a Material Adverse Effect.


 


III-3









 





(b) Company and Governmental Authorization, Contravention. The execution, delivery
and performance by the Servicer of this Agreement and each other Transaction Document to which it
is a party including the use of the proceeds of purchase and reinvestment: (i) are within the
Servicer’s organizational powers, (ii) have been duly authorized by all necessary organizational
action, (iii) require no authorization, approval or other action by or in respect of, and no notice
to or filing with, any Governmental Authority or other Person (other than any authorizations,
approvals or other actions made or obtained on or prior to the date hereof), and (iv) do not (A)
contravene, or constitute a default under, any provision of (1) applicable law or regulation, (2)
the organizational documents of the Servicer or (3) any judgment, award, injunction, order, writ,
or decree or agreement or other instrument binding upon the Servicer or its property except as
would not be reasonably expected to result in a Material Adverse Effect or (B) result in the
creation or imposition of any lien (other than in favor of the Seller and the Administrator under
the Transaction Documents) on assets of the Servicer or any of its Subsidiaries. This Agreement
and the other Transaction Documents to which the Servicer is a party have been duly executed and
delivered by the Servicer.



(c) Binding Effect of Agreement. This Agreement and each other Transaction Document
to which it is a party constitute the legal, valid and binding obligations of the Servicer
enforceable against the Servicer in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement
of creditors’ rights generally and by general principles of equity, regardless of whether
enforceability is considered in a proceeding in equity or at law.



(d) Accuracy of Information. All written information (other than projections, forward
looking statements, budgets, estimates and general market data) heretofore furnished by the
Servicer to the Administrator or any Purchaser Agent pursuant to or in connection with this
Agreement or any other Transaction Document or any transaction contemplated hereby or thereby is,
and all such information hereafter furnished by the Servicer to the Administrator or any Purchaser
Agent in writing pursuant to this Agreement or any other Transaction Document will be, true and
accurate in all material respects on the date such information is stated or certified (when taken
as a whole and as modified or supplemented by other information provided or publicly available in
periodic and other reports, proxy statements and other materials filed by the Servicer or its
Affiliates with the Securities and Exchange Commission) and will not contain any material
misstatement of fact or omit to state a material fact necessary to make the statements contained
therein, in the light of the circumstances in which they were made not materially misleading (when
taken as a whole and as modified or supplemented by other information provided or publicly
available in periodic and other reports, proxy statements and other materials filed by the Servicer
or its Affiliates with the Securities and Exchange Commission).



(e) Actions, Suits and Proceedings. Except as set forth in Schedule III or as
otherwise disclosed in its publicly available SEC filings, there are no actions, suits or
proceedings pending or, to the best of the Servicer’s knowledge, threatened against the Servicer or
its properties, in or before any court, arbitrator or governmental body, which is reasonably likely
to be adversely determined and would reasonably be expected to have a Material Adverse Effect upon
the ability of the Servicer to perform its obligations under this Agreement or any other
Transaction Document to which it is a party.


 


III-4









 





(f) No Material Adverse Effect, Unmatured Termination Event or Termination Event.
Since the date of the financial statements described in Section 2(i) below, there has been
no Material Adverse Effect with respect to the Servicer. No event has occurred and is continuing
or would be reasonably likely to result from a Purchase in respect of the Purchased Interest or
from the application of the proceeds therefrom, that constitutes a Termination Event or an
Unmatured Termination Event.



(g) Credit and Collection Policy. The Servicer has complied in all material respects
with the Credit and Collection Policy of each Originator with regard to each Receivable originated
by such Originator and the related Contract.



(h) Investment Company Act. The Servicer is not an “investment company” within the
meaning of the Investment Company Act of 1940, as amended.



(i) Financial Information. The balance sheets of the Parent and its consolidated
Subsidiaries at June 30, 2011, and the related statements of income and retained earnings for the
Fiscal Quarter then ended, copies of which have been made publicly available, fairly present in all
material respects the financial condition of the Parent and its consolidated Subsidiaries at such
date and the results of the operations of the Parent and its consolidated Subsidiaries for the
period ended on such date, all in accordance with GAAP.



(j) Compliance with Transaction Documents. The Servicer has complied in all material
respects with all terms, covenants and agreements contained in this Agreement and the other
Transaction Documents to which it is a party and that are applicable to it.



(k) Taxes. The Servicer has filed or caused to be filed all U.S. federal income tax
returns and all other material returns, statements, forms and reports for taxes, domestic or
foreign, required to be filed by it and has paid or has made adequate provision for payment of all
taxes payable by it which have become due or any assessments made against it or any of its property
and all other material taxes, fees or other charges imposed on it or any of its property by any
Governmental Authority other than, in each case, (i) any taxes or assessments that are being
contested in good faith and by appropriate proceedings diligently conducted, and for which adequate
reserves have been set aside in accordance with GAAP, or (ii) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse Effect.



(l) Compliance with Applicable Laws. The Servicer is in compliance with the
requirements of all applicable laws, rules, regulations and orders of all Governmental Authorities
except to the extent that the failure to comply could not be reasonably expected to have a Material
Adverse Effect.



3. Representations, Warranties and Agreements Relating to the Security Interest. The
Seller hereby makes the following representations, warranties and agreements with respect to the
Receivables and Related Security as of the date of execution of this Agreement:




(a) The Receivables.




(i) Creation. This Agreement creates a valid and continuing security interest
(as defined in the applicable UCC) in the Pool Receivables in favor of the Administrator
(for the benefit of the Purchasers), which security interest is prior to all other
Adverse Claims (other than Permitted Liens), and is enforceable as such as against creditors
of and purchasers from the Seller.


 


III-5









 






(ii) Nature of Receivables. The Pool Receivables constitute either “accounts”,
“general intangibles” or “tangible chattel paper” within the meaning of the applicable UCC.




(iii) Ownership of Receivables. The Seller owns and has good and marketable
title to the Pool Receivables that are Eligible Receivables and Related Security free and
clear of any Adverse Claim (other than Permitted Liens arising after the date such Pool
Receivables became Pool Receivables and any Adverse Claims that constitute Ineligible
Amounts).




(iv) Perfection and Related Security. The Seller has caused the filing of all
appropriate financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the sale of the Receivables and
Related Security from the applicable Originator to the Seller pursuant to the Sale
Agreement, and the sale and security interest therein from the Seller to the Administrator
under this Agreement, to the extent that such collateral constitutes “accounts,” “general
intangibles,” or “tangible chattel paper” each within the meaning of the applicable UCC.




(v) Tangible Chattel Paper. With respect to any Pool Receivables that
constitute “tangible chattel paper” (within the meaning of the applicable UCC), if any, the
Seller (or the Servicer on its behalf) has in its possession the original copies of such
tangible chattel paper that constitute or evidence such Receivables, and the Seller has
caused (and will cause the applicable Originator to cause), within ten (10) days after the
Closing Date, the filing of financing statements described in clause (iv) above,
each of which will contain a statement that: “A purchase of, or security interest in, any
collateral described in this financing statement will violate the rights of the
Administrator” or similar words to that effect. The Receivables to the extent they are
evidenced by “tangible chattel paper” do not have any marks or notations indicating that
they have been pledged, assigned or otherwise conveyed to any Person other than the Seller
or the Administrator.




(b) The Lock-Box Accounts.




(i) Nature of Accounts. Each Lock-Box Account constitutes a “deposit account”
within the meaning of the applicable UCC.




(ii) Ownership. The Seller owns and has good and marketable title to the
Lock-Box Accounts free and clear of any Adverse Claim (other than the Liens created pursuant
to the Transaction Documents).




(iii) Perfection. The Seller has delivered to the Administrator a fully
executed Lock-Box Agreement (subject to the proviso to Section 4.3 of this Agreement
regarding the delivery of an executed Lock-Box Agreement for the Lock-Box Accounts that
receive Collections for Pool Receivables the Originator of which is AMRESCO, LLC or
BioExpress, LLC) relating to each Lock-Box Account, pursuant to which each applicable
Lock-Box Bank, respectively, has agreed, following the delivery of a notice of control by
the Administrator, to comply with all instructions originated by the Administrator (on
behalf of the Purchasers) directing the disposition of funds in such Lock-Box Account
without further consent by the Seller or the Servicer.


 


III-6









 






(c) Priority.




(i) Other than the transfer of the Receivables to the Seller and the Administrator
under the Sale Agreement and this Agreement, respectively, and/or the security interest
granted to the Seller and the Administrator pursuant to the Sale Agreement and this
Agreement, respectively, neither the Seller nor any Originator has pledged, assigned, sold,
granted a security interest in, or otherwise conveyed any of the Receivables transferred or
purported to be transferred under the Transaction Documents, the Lock-Box Accounts or any
subaccount thereof, except for any such pledge, grant or other conveyance which has been
released or terminated. Neither the Seller nor any Originator has authorized the filing of,
or is aware of any financing statements against either the Seller or such Originator that
include a description of Receivables transferred or purported to be transferred under the
Transaction Documents, the Lock-Box Accounts or any subaccount thereof, other than any
financing statement (i) relating to the sale thereof by such Originator to the Seller under
the Sale Agreement, (ii) relating to the security interest granted to the Administrator
under this Agreement, or (iii) that has been released or terminated.




(ii) The Seller is not aware of any judgment, ERISA or tax lien filings against either
the Seller, the Servicer or any Originator, other than any judgment, ERISA or tax lien
filing that (A) has not been outstanding for greater than 30 days from the earlier of such
Person’s knowledge or notice thereof, (B) is less than $250,000 and (C) does not otherwise
give rise to a Termination Event under clause (k) of Exhibit V to this
Agreement.




(iii) The Lock-Box Accounts are not in the name of any person other than the Seller or
the Administrator. Neither the Seller nor the Servicer has consented to any bank
maintaining such account to comply with instructions of any person other than the
Administrator and, prior to the occurrence and continuation of a Termination Event and the
delivery of a notice of control by the Administrator, the Servicer.



(d) Survival of Supplemental Representations. Notwithstanding any other provision of
this Agreement or any other Transaction Document, the representations contained in this Section
3 shall be continuing, and remain in full force and effect until such time as the Purchased
Interest and all other obligations under this Agreement have been finally and fully paid and
performed.




(e) [Reserved]


 


III-7









 





(f) Servicer to Cooperate with Administrator to Maintain Perfection and Priority. In
order to evidence the interests of the Administrator under this Agreement, the Servicer shall from
time to time take such action or execute and deliver such instruments as may be necessary
(including, without limitation, such actions as are reasonably requested by the Administrator or
any Purchaser Agent) to maintain and perfect, as a first-priority interest, the Administrator’s
security interest in the Receivables, Related Security and Collections. The Servicer shall, from
time to time and within the time limits established by law, prepare and present to the
Administrator for the Administrator’s authorization and approval, all financing statements,
amendments, continuations or initial financing statements in lieu of a continuation statement, or
other filings necessary to continue, maintain and perfect the Administrator’s security interest as
a first-priority interest. The Administrator’s approval of such filings shall authorize the
Servicer to file such financing statements under the UCC without the signature of the Seller, any
Originator or the Administrator where allowed by applicable law. Notwithstanding anything else in
the Transaction Documents to the contrary, the Servicer shall not have any authority to file a
termination, partial termination, release, partial release, or any amendment that deletes the name
of a debtor or excludes collateral of any such financing statements, without the prior written
consent of the Administrator, until such time as the latest of (i) the Facility Termination Date,
(ii) the date on which no Capital of or Discount in respect of the Purchased Interest shall be
outstanding and an amount equal to 100% of the LC Participation Amount has been deposited in the LC
Collateral Account or all Letters of Credit have expired, and (iii) the date all amounts owed by
the Seller under this Agreement to any Purchaser, any Purchaser Agent, the Administrator and any
other Indemnified Party or Affected Person shall be paid in full.



4. Ordinary Course of Business. Each of the Seller and the Purchasers represents and
warrants, as to itself, that each remittance of Collections by or on behalf of the Seller to the
Purchasers under this Agreement will have been (i) in payment of a debt incurred by the Seller in
the ordinary course of business or financial affairs of the Seller and the Purchasers and (ii) made
in the ordinary course of business or financial affairs of the Seller and the Purchasers.



5. Reaffirmation of Representations and Warranties. On the date of each Purchase
and/or reinvestment hereunder, and on the date each Information Package or other report is
delivered to the Administrator, any Purchaser Agent or any Purchaser hereunder, the Seller and the
Servicer, by accepting the proceeds of such Purchase or reinvestment and/or the provision of such
information or report, shall each be deemed to have certified that (i) all representations and
warranties of the Seller and the Servicer, as applicable, described in this Exhibit III, as
from time to time amended in accordance with the terms hereof, are correct in all material respects
(unless such representation or warranty contains a material qualification and, in such case, such
representation or warranty shall be true and correct as made) on and as of such day as though made
on and as of such day, except for representations and warranties which apply as to an earlier date
(in which case such representations and warranties shall be true and correct as of such date), and
(ii) no event has occurred or is continuing, or would result from any such Purchase, which
constitutes a Termination Event or an Unmatured Termination Event.



 


III-8









 







EXHIBIT IV




COVENANTS




1. Covenants of the Seller. At all times from the date hereof until the latest of (i)
the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of the
Purchased Interest shall be outstanding and an amount equal to 100% of the LC Participation Amount
has been deposited in the LC Collateral Account or all Letters of Credit have expired or been
cancelled, and (iii) the date all amounts owed by the Seller under this Agreement to any Purchaser,
any Purchaser Agent, the Administrator and any other Indemnified Party or Affected Person shall be
paid in full (other than indemnities and reimbursements that expressly survive the termination of
this Agreement):



(a) Financial Reporting. The Seller will maintain a system of accounting established
and administered in accordance with GAAP, and the Seller (or the Servicer on its behalf) shall
furnish to the Administrator and each Purchaser Agent:




(i) Annual Reporting. Promptly upon completion and in no event later than 90
days after the close of each Fiscal Year of the Seller, annual unaudited financial
statements of the Seller certified by a designated financial or other officer of the Seller.




(ii) Information Packages, Weekly Reports and Daily Reports. As soon as
available and in any event not later than two (2) Business Days prior to the Settlement
Date, an Information Package as of the last day of the most recently completed Fiscal Month.
During a Reporting Trigger, as soon as available and in any event not later than the third
Business Day of each week, a Weekly Report of the most recently completed week. Upon the
occurrence and continuation of a Termination Event and the election of the Administrator to
cause the Settlement Date to occur more frequently than weekly, on such Settlement Date, a
Daily Report.




(iii) Shareholders Statements and Reports and SEC Filings. Promptly upon the
furnishing thereof to the shareholders of the Seller copies of all financial statements,
reports and proxy statements so furnished.




(iv) Delivery of Financial Information. Promptly upon the filing thereof,
copies of all registration statements and annual, quarterly, monthly or other regular
reports which the Seller or any of its Affiliates files with the SEC.




(v) Copies of Notices. Promptly upon its receipt of any notice, request for
consent, financial statements, certification, report or other communication under or in
connection with any Transaction Document from any Person other than the Administrator or any
Purchaser Agent, copies of the same.




(vi) Change in Credit and Collection Policy. (A) At least thirty (30) days
prior to the effectiveness of any change in or amendment to any Credit and Collection Policy
as described in the first sentence of Section 1(i) of Exhibit IV, notice of
such change or amendment.


 


 









 






(vii) Other Information. Such other information (including non-financial
information) as the Administrator or any Purchaser Agent may from time to time reasonably
request (other than (i) information restricted by a customary third party confidentiality
agreement and (ii) other information (x) in respect of which disclosure to the
Administrator, or any Purchaser (or their respective representatives or contractors)) is
prohibited by applicable law or (y) that is subject to attorney client or similar privilege
or constitutes attorney work-product), within a reasonable time after such request is
received.



(b) Notices. The Seller will notify the Administrator and each Purchaser Agent in
writing of any of the following events promptly upon (but in no event later than three (3) Business
Days after) a financial or other officer learning of the occurrence thereof, with such notice
describing the same, and if applicable, the steps being taken by the Person(s) affected with
respect thereto:




(i) Notice of Termination Events or Unmatured Termination Events. A statement
of the chief financial officer or chief accounting officer of the Seller setting forth
details of any Termination Event or Unmatured Termination Event.




(ii) Judgments and Proceedings. (A)(1) The entry of any judgment or decree
against VWR or any other Originator if the aggregate amount of all judgments and decrees
then outstanding against such Person and its Subsidiaries, as the case may be, exceeds
$35,000,000 after deducting (I) the amount with respect to which such Person or any such
Subsidiary, as the case may be, is insured and with respect to which the insurer has assumed
responsibility in writing, and (II) the amount for which such Person or any such Subsidiary,
as the case may be, is otherwise indemnified if the terms of such indemnification are
reasonably satisfactory to the Administrator and (2) the institution of any litigation,
arbitration proceeding or governmental proceeding against VWR or any other Originator which
is reasonably likely to be adversely determined and, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect; and (B) the entry of any judgment
or decree or the institution of any litigation, arbitration proceeding or governmental
proceeding against the Seller.




(iii) Representations and Warranties. The failure of any representation or
warranty to be true (when made or at any time thereafter) with respect to the Pool
Receivables (taken as a whole) in all material respects (unless such representation or
warranty contains a material qualification and, in such case, such representation or
warranty shall be true and correct as made).




(iv) Notice of Purchase and Sale Termination Event. The occurrence of a
Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination Event.




(v) Defaults under Other Agreements. The occurrence of a default or an event of
default under any agreement governing material Indebtedness pursuant to which any of the
Servicer, the Seller or any Originator is a debtor or an obligor, which could reasonably be
expected to have a Material Adverse Effect.


 


IV-2









 






(vi) Notices under Sale Agreement. Copies of all notices delivered under the
Sale Agreement.




(vii) Adverse Claim. (A) Any Person shall obtain an Adverse Claim (other than
a Permitted Lien) upon the Pool Receivables or Collections with respect thereto, (B) any
Person other than the Seller, the Servicer or the Administrator shall obtain any rights or
direct any action with respect to any Lock-Box Account (or related lock-box or post office
box) or (C) any Obligor shall receive any change in payment instructions with respect to
Pool Receivable(s) from a Person other than the Servicer or the Administrator.




(viii) [Reserved].




(ix) Name Changes. At least thirty (30) days before any change in the Seller’s
name or any other change requiring the amendment of UCC financing statements, a notice
setting forth such changes and the effective date thereof.




(x) Material Adverse Effect. Promptly after the occurrence thereof, notice of
any event having a Material Adverse Effect.



(c) Conduct of Business. The Seller will carry on and conduct its business in
substantially the same manner and in substantially the same fields of enterprise as it is presently
conducted and will do all things necessary to remain duly organized, validly existing and in good
standing as an entity in its jurisdiction of organization and maintain all requisite authority to
conduct its business in each jurisdiction in which its business is conducted, in each case, other
than could reasonably be expected to have a Material Adverse Effect.



(d) Compliance with Laws. The Seller will comply with all laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be subject if the failure
to comply could reasonably be expected to have a Material Adverse Effect.



(e) Furnishing of Information and Inspection of Receivables. The Seller will furnish
to the Administrator and each Purchaser Agent from time to time such information with respect to
the Pool Receivables as the Administrator or such Purchaser Agent may reasonably request. The
Seller will, at the Seller’s expense, at any time during regular business hours with reasonable
prior written notice (i) permit the Administrator or any Purchaser Agent, or their respective
agents or representatives, (A) to examine and make copies of and abstracts from all books and
records relating to the Pool Receivables or other Pool Assets and (B) to visit the offices and
properties of the Seller for the purpose of examining such books and records, and to discuss
matters relating to the Pool Receivables, other Pool Assets or the Seller’s performance hereunder
or under the other Transaction Documents to which it is a party with any of the officers or
employees of the Seller (provided that representatives of the Seller are present during
such discussions) having knowledge of such matters (each such visit, a “Seller Review”);
provided, that so long as no Termination Event has occurred and is continuing such
examinations and visits shall not exceed one (1) per year and (ii) without limiting the provisions
of clause (i) above, from time to time during regular business hours, at the Seller’s
expense, upon reasonable prior written notice from the Administrator and the Purchaser Agents,
permit certified public accountants or other auditors acceptable to the Administrator to conduct a
review of its books and records with
respect to the Pool Receivables; provided, that so long as no Termination Event has
occurred and is continuing, the Seller shall be required to reimburse the Administrator and
Purchaser Agents for only one (1) such audit per year. For the avoidance of doubt, the
Administrator may require examinations and audits in addition to the examinations and audits
specified in clause (i) and clause (ii) above, but the expense of any such
additional examination or audit shall be borne by the Administrator and not the Seller.


 


IV-3









 





(f) Payments on Receivables, Accounts. The Seller will, and will cause each
Originator to, at all times instruct all Obligors to deliver payments on the Pool Receivables to a
Lock-Box Account (subject to the proviso to Section 4.3 of this Agreement with respect to
Pool Receivables the Originator thereof is AMRESCO, LLC or BioExpress, LLC). If any such payments
or other Collections are received by the Seller or an Originator, it shall hold such payments in
trust for the benefit of the Administrator and the Purchasers and promptly (but in any event within
two (2) Business Days after receipt) remit such funds into a Lock-Box Account. The Seller will
cause each Lock-Box Bank to comply with the terms of each applicable Lock-Box Agreement (subject to
the proviso to Section 4.3 of this Agreement regarding the delivery of an executed Lock-Box
Agreement for the Lock-Box Accounts that receive Collections for Pool Receivables the Originator of
which is AMRESCO, LLC or BioExpress, LLC). The Seller will not permit the funds other than
Collections on Pool Receivables and other Pool Assets to be deposited into any Lock-Box Account.
If such funds are nevertheless deposited into any Lock-Box Account, the Seller will promptly
identify such funds for segregation. The Seller will not, and will not permit the Servicer, any
Originator or other Person to, commingle Collections or other funds to which the Administrator, any
Purchaser Agent or any Purchaser is entitled with any other funds. The Seller shall only add or
replace, and shall only permit an Originator to add or replace, a Lock-Box Bank (or the related
lock-box or post office box) or Lock-Box Account to those listed on Schedule II to this
Agreement if the Administrator has received notice of such addition or replacement, a copy of any
new Lock-Box Agreement and an executed and acknowledged copy of a Lock-Box Agreement in form and
substance acceptable to the Administrator from any such new Lock-Box Bank. The Seller shall only
terminate a Lock-Box Bank or close a Lock-Box Account (or the related lock-box or post office box),
upon 30 days’ prior notice to and with the prior written consent of the Administrator.



(g) Sales, Liens, etc. Except as otherwise provided herein, the Seller will not sell,
assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any
Adverse Claim (other than Permitted Liens and Adverse Claims constituting Ineligible Amounts) upon
(including, without limitation, the filing of any financing statement) or with respect to, any Pool
Receivable or other Pool Asset or its membership interests, or assign any right to receive income
in respect thereof other than the Liens created pursuant to the Transaction Documents.



(h) Extension or Amendment of Pool Receivables. Except as otherwise permitted in
Section 4.2(a) of this Agreement, the Seller will not extend, amend or otherwise modify the
terms of any Pool Receivable in any material respect, or amend, modify or waive, in any material
respect, the provisions of any Contract related thereto, other than in accordance with the
applicable Credit and Collection Policy. The Seller shall at its expense, timely and fully perform
and comply with all material provisions, covenants and other promises required to be observed by it
under the Contracts related to the Pool Receivables, and timely and fully comply in all
material respects with the Credit and Collection Policy with regard to each Receivable and the
related Contract.


 


IV-4









 





(i) Change in Business. The Seller will not (i) make any material change in the
character of its business, which change would materially and adversely impair the collectability of
the Pool Receivables taken as a whole or (ii) make any change in any Credit and Collection Policy
that could reasonably be expected to materially adversely affect the collectability of the Pool
Receivables taken as a whole, the credit quality of the Pool Receivables, taken as a whole, the
enforceability of the Contracts, taken as a whole, or its ability to perform its obligations under
the Contracts, taken as a whole, or the Transaction Documents, in the case of either clause
(i) or (ii) above, without the prior written consent of the Administrator.



(j) Fundamental Changes. The Seller shall not, without the prior written consent of
the Administrator and the Majority Purchaser Agents, permit itself (i) to merge or consolidate with
or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now owned or hereafter
acquired) to, any Person or (ii) to be owned by any Person other than VWR and thereby cause VWR’s
percentage of ownership or control of the Seller to be reduced. The Seller shall provide the
Administrator and each Purchaser Agent with at least 30 days’ prior written notice before making
any change in the Seller’s name, location or making any other change in the Seller’s identity or
corporate structure that could impair or otherwise render any UCC financing statement filed in
connection with this Agreement “seriously misleading” as such term (or similar term) is used in the
applicable UCC; each notice to the Administrator and the Purchaser Agents pursuant to this sentence
shall set forth the applicable change and the proposed effective date thereof and at least ten (10)
days prior to such change, deliver to the Administrator all financing statements, instruments and
other documents requested by the Administrator in connection with such change or relocation. The
Seller will also maintain and implement (or cause the Servicer to maintain and implement)
administrative and operating procedures (including an ability to recreate records evidencing Pool
Receivables and related Contracts in the event of the destruction of the originals thereof), and
keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records,
computer tapes and disks and other information reasonably necessary or advisable for the collection
of all Pool Receivables (including records adequate to permit the daily identification of each Pool
Receivable and all Collections of and adjustments to each existing Pool Receivable).



(k) Ownership Interest, Etc. The Seller shall (and shall cause the Servicer to), at
its expense, take all action reasonably necessary or desirable to establish and maintain a valid
and enforceable undivided percentage ownership or security interest, to the extent of the Purchased
Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a
first priority perfected security interest in the Pool Assets, in each case free and clear of any
Adverse Claim (other than Permitted Liens and Adverse Claims constituting Ineligible Amounts) upon,
in favor of the Administrator (on behalf of the Purchasers), including taking such action to
perfect, protect or more fully evidence the interest of the Administrator (on behalf of the
Purchasers) as the Administrator or any Purchaser Agent may reasonably request.



(l) Certain Agreements. Without the prior written consent of the Administrator and the
Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate
any Transaction Document to which it is a party or any provision of the Seller’s
organizational documents which requires the consent of the “Independent Manager”.


 


IV-5









 





(m) Restricted Payments. Following the occurrence and during the continuance of a
Termination Event, the Seller will not: (A) purchase or redeem any shares of its membership
interests, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) other
than Company Notes and its obligations under this Agreement, prepay, purchase or redeem any Debt,
(D) lend or advance any funds or (E) other than Company Notes, repay any loans or advances to, for
or from any of its Affiliates (the amounts described in clauses (A) through (E)
being referred to as “Restricted Payments”).



(n) Other Business. The Seller will not: (i) engage in any business other than the
transactions contemplated by the Transaction Documents, (ii) create, incur or permit to exist any
Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’
acceptances) other than pursuant to this Agreement or the Company Notes, or (iii) form any
Subsidiary or make any investments in any other Person; provided, that the Seller shall be
permitted to incur minimal obligations to the extent necessary for the day-to-day operations of the
Seller (such as expenses for stationery, audits, maintenance of legal status, etc.).




(o) [Reserved].



(p) Tangible Net Worth. The Seller will not permit its Tangible Net Worth, at any
time, to be less than $5,000,000.



(q) Further Assurances. The Seller hereby authorizes Administrator and hereby agrees
from time to time, at its own expense, promptly to execute (if necessary) and deliver all further
instruments and documents, and to take all further actions, that may be necessary or reasonably
desirable, or that the Administrator or the Purchaser Agents may reasonably request, to perfect,
protect or more fully evidence the purchases or issuances made under this Agreement and/or security
interest granted pursuant to this Agreement or any other Transaction Document, or to enable the
Administrator or the Purchaser Agents to exercise and enforce their respective rights and remedies
under this Agreement or any other Transaction Document. Without limiting the foregoing, the Seller
hereby authorizes, and will, upon the request of the Administrator or the Purchaser Agents, at its
own expense, execute (if necessary) and file such financing or continuation statements, or
amendments thereto, and such other instruments and documents, that may be necessary or desirable,
or that the Administrator or the Purchaser Agents may reasonably request, to perfect, protect or
evidence any of the foregoing. The Seller authorizes the Administrator to file financing or
continuation statements, and amendments thereto and assignments thereof, relating to the
Receivables and the Related Security, the related Contracts and the Collections with respect
thereto and the other collateral subject to a lien under any Transaction Document without the
signature of the Seller. A photocopy or other reproduction of this Agreement shall be sufficient
as a financing statement where permitted by law.


 


IV-6









 





2. Covenants of the Servicer. At all times from the date hereof until the latest of
(i) the Facility Termination Date, (ii) the date on which no Capital of or Discount in respect of
the Purchased Interest shall be outstanding and an amount equal to 100% of the LC Participation
Amount has been deposited in the LC Collateral Account or all Letters of Credit have expired or
been cancelled, and (iii) the date all amounts owed by the Seller under this Agreement to any
Purchaser, any Purchaser Agent, the Administrator and any other Indemnified Party or Affected
Person shall be paid in full (other than indemnities and reimbursements that expressly survive the
termination of this Agreement):



(a) Financial Reporting. The Servicer will maintain a system of accounting
established and administered in accordance with GAAP as in effect in the appropriate jurisdiction,
and the Servicer shall furnish or cause to be furnished to the Administrator and each Purchaser
Agent or, in the case of any of clauses (i) or (ii) below, make publicly available:




(i) Annual Reporting. Subject to clause (x) below, promptly upon completion
and in no event later than 90 days after the close of each Fiscal Year of the Parent, annual
audited financial statements of the Parent and its consolidated subsidiaries certified by
independent certified public accountants selected by the Parent but reasonably acceptable to
the Administrator and each such Purchaser Agent, prepared in accordance with GAAP, including
consolidated balance sheets as of the end of such period, and the related consolidated
statements of income or operations, shareholders’ (or members’) equity and cash flows for
such Fiscal Year, setting forth, in each case, in comparative form, the figures for the
previous Fiscal Year.




(ii) Quarterly Reporting. Subject to clause (x) below, promptly upon
completion and in no event later than 45 days after the close of each Fiscal Quarter of the
Parent, unaudited financial statements of the Parent certified by a designated financial
officer of the Parent prepared in accordance with GAAP, including consolidated balance
sheets of the Parent as of the end of such period, and the related consolidated statements
of income or operations, shareholders’ (or members’) equity and cash flows for such Fiscal
Quarter, setting forth, in each case, in comparative form, the figures for the previous
Fiscal Quarter.




(iii) Compliance Certificates. Together with the annual report required above,
a compliance certificate in form and substance acceptable to the Administrator and each
Purchaser Agent signed by its chief financial officer, chief accounting officer or treasurer
solely in their capacities as officers of the Servicer stating that no Termination Event or
Unmatured Termination Event exists, or if any Termination Event or Unmatured Termination
Event exists, stating the nature and status thereof.




(iv) Information Packages, Weekly Reports and Daily Reports. As soon as
available and in any event not later than two (2) Business Days prior to the Settlement
Date, an Information Package as of the last day of the most recently completed Fiscal Month.
During a Reporting Trigger, as soon as available and in any event not later than the third
Business Day of each week, a Weekly Report of the most recently completed week. Upon the
occurrence and continuation of a Termination Event and the election of the Administrator to
cause the Settlement Date to occur more frequently than weekly, on such Settlement Date, a
Daily Report.


 


IV-7









 






(v) Shareholders Statements and Reports and SEC Filings. Promptly upon the
furnishing thereof to the shareholders of the Parent copies of all financial statements,
reports and proxy statements so furnished.




(vi) Delivery of Financial Information. Promptly upon the filing thereof,
copies of all registration statements and annual, quarterly, monthly or other regular
reports which the Seller, VWR, the Parent or any of their respective Affiliates files with
the SEC.




(vii) Copies of Notices. Promptly upon its receipt of any notice, request for
consent, financial statements, certification, report or other communication under or in
connection with any Transaction Document from any Person other than the Administrator or any
Purchaser Agent, copies of the same.




(viii) Change in Credit and Collection Policy. (A) At least thirty (30) days
prior to the effectiveness of any change in or amendment to any Credit and Collection Policy
as described in the first sentence of Section 2(h) of Exhibit IV, notice of
such change or amendment.




(ix) Other Information. Such other information (including non-financial
information) as the Administrator or any Purchaser Agent may from time to time reasonably
request, within a reasonable time after such request is received (other than (i) information
restricted by a customary third party confidentiality agreement and (ii) other information
(x) in respect of which disclosure to the Administrator, or any Purchaser (or their
respective representatives or contractors)) is prohibited by applicable law or (y) that is
subject to attorney client or similar privilege or constitutes attorney work-product).




(x) Public Reports. Documents required to be delivered pursuant to this
Section 2(a) (to the extent such documents are included otherwise filed with the
SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i) on which the Parent posts such documents, or provides a link
thereto on the Parent’s website on the Internet at vwrsp.com; or (ii) on which such
documents are posted on the Parent’s behalf on an Internet or intranet website, if any, to
which the Administrator, any Purchaser Agents or any Purchaser has access (whether a
commercial, third party website or whether sponsored by the Administrator);
provided, that (i) the Parent shall deliver paper copies of such documents to the
Administrator, any Purchaser Agents or any Purchaser that requests in writing that the
Parent deliver such paper copies until a written request to cease delivering such paper
copies is given by the Administrator, any Purchaser Agents or such Purchaser and (ii) the
Parent shall notify the Administrator (by telecopier or electronic mail) of the posting of
any of such documents. Notwithstanding anything contained herein to the contrary, the
Servicer shall be required to provide paper copies of Information Packages and Officer’s
Certificates required by Sections 2(a)(iii) and 2(a)(iv), respectively.


 


IV-8









 





(b) Notices. The Servicer will notify the Administrator and each Purchaser Agent in
writing of any of the following events promptly upon (but in no event later than three (3) Business
Days after) a financial or other officer learning of the occurrence thereof, with such
notice describing the same, and if applicable, the steps being taken by the Person(s) affected
with respect thereto:




(i) Notice of Termination Events or Unmatured Termination Events. A statement
of the chief financial officer or chief accounting officer of the Servicer setting forth
details of any Termination Event or Unmatured Termination Event.




(ii) Judgments and Proceedings. (A)(1) The entry of any judgment or decree
against VWR or any other Originator if the aggregate amount of all judgments and decrees
then outstanding against such Person and its Subsidiaries, as the case may be, exceeds
$35,000,000 after deducting (I) the amount with respect to which such Person or any such
Subsidiary, as the case may be, is insured and with respect to which the insurer has assumed
responsibility in writing, and (II) the amount for which such Person or any such Subsidiary,
as the case may be, is otherwise indemnified if the terms of such indemnification are
reasonably satisfactory to the Administrator and (2) the institution of any litigation,
arbitration proceeding or governmental proceeding against VWR or any other Originator which,
individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect; and (B) the entry of any judgment or decree or the institution of any litigation,
arbitration proceeding or governmental proceeding against the Seller.




(iii) Representations and Warranties. The failure of any representation or
warranty to be true (when made or at any time thereafter) with respect to the Pool
Receivables (taken as a whole) in all material respects (unless such representation or
warranty contains a material qualification and, in such case, such representation or
warranty shall be true and correct as made).




(iv) Notice of Purchase and Sale Termination Event. The occurrence of a
Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination Event.




(v) Defaults Under Other Agreements. The occurrence of a default or an event
of default under any agreement pursuant to which any of VWR, any Originator or Seller is a
debtor or an obligor, which could reasonably be expected to have a Material Adverse Effect.




(vi) Notices under Sale Agreement. Copies of all notices delivered under the
Sale Agreement.




(vii) Adverse Claim. (A) Any Person shall obtain an Adverse Claim (other than
Permitted Liens) upon the Pool Receivables or Collections with respect thereto, (B) any
Person other than the Seller, the Servicer or the Administrator shall obtain any rights or
direct any action with respect to any Lock-Box Account (or related lock-box or post office
box) or (C) any Obligor shall receive any change in payment instructions with respect to
Pool Receivable(s) from a Person other than the Servicer or the Administrator.




(viii) [Reserved].


 


IV-9









 






(ix) Name Changes. At least thirty (30) days before any change in VWR’s name or
any other change requiring the amendment of UCC financing statements, a notice setting forth
such changes and the effective date thereof.




(x) Material Adverse Effect. Promptly after the occurrence thereof, notice of
any event having a Material Adverse Effect.



(c) Conduct of Business. The Servicer will do all things necessary to remain duly
organized, validly existing and in good standing as an entity in its jurisdiction of organization
and maintain all requisite authority to conduct its business in each jurisdiction in which its
business is conducted if the failure to have such authority could reasonably be expected to have a
Material Adverse Effect.



(d) Compliance with Laws. The Servicer will comply with all laws, rules, regulations,
orders, writs, judgments, injunctions, decrees or awards to which it may be subject if the failure
to comply could reasonably be expected to have a Material Adverse Effect.



(e) Furnishing of Information and Inspection of Receivables. The Servicer will
furnish to the Administrator and each Purchaser Agent from time to time such information with
respect to the Pool Receivables as the Administrator or such Purchaser Agent may reasonably
request. The Servicer will, at the Servicer’s expense, at any time during regular business hours
with reasonable prior written notice (i) permit the Administrator or any Purchaser Agent, or their
respective agents or representatives, (A) to examine and make copies of and abstracts from all
books and records relating to the Pool Receivables or other Pool Assets and (B) to visit the
offices and properties of the Servicer for the purpose of examining such books and records, and to
discuss matters relating to the Pool Receivables, other Pool Assets or the Servicer’s performance
hereunder or under the other Transaction Documents to which it is a party with any of the officers
or employees of the Servicer (provided that representatives of the Servicer are present
during such discussions) having knowledge of such matters (each such visit, a “Servicer
Review”); provided, that so long as no Termination Event has occurred and is continuing
such examinations and visits shall not exceed one (1) per year and (ii) without limiting the
provisions of clause (i) above, during regular business hours, at the Servicer’s expense,
upon reasonable prior written notice from the Administrator, permit certified public accountants or
other auditors acceptable to the Administrator and the Purchaser Agents to conduct, a review of its
books and records with respect to the Pool Receivables; provided, that so long as no
Termination Event has occurred and is continuing, the Servicer shall be required to reimburse the
Administrator and Purchaser Agents for only one (1) such audit per year. For the avoidance of
doubt, the Administrator may require examinations and audits in addition to the examinations and
audits specified in clause (i) and clause (ii) above, but the expense of any such
additional examination or audit shall be borne by the Administrator and not the Servicer.


 


IV-10









 





(f) Payments on Receivables, Accounts. The Servicer will at all times instruct all
Obligors to deliver payments on the Pool Receivables to a Lock-Box Account (subject to the proviso
to Section 4.3 of this Agreement with respect to Pool Receivables the Originator thereof is
AMRESCO, LLC or BioExpress, LLC). If any such payments or other Collections are received by the
Servicer, it shall hold such payments in trust for the benefit of the Administrator and the
Purchasers and promptly (but in any event within two (2) Business Days after receipt)
remit such funds into a Lock-Box Account. The Servicer will cause each Lock-Box Bank to
comply with the terms of each applicable Lock-Box Agreement (subject to the proviso to Section
4.3 of this Agreement regarding the delivery of an executed Lock-Box Agreement for the Lock-Box
Accounts that receive Collections for Pool Receivables the Originator of which is AMRESCO, LLC or
BioExpress, LLC). The Servicer will not permit the funds other than Collections on Pool
Receivables and other Pool Assets to be deposited into any Lock-Box Account. If such funds are
nevertheless deposited into any Lock-Box Account, the Servicer will promptly identify such funds
for segregation. The Servicer will not commingle Collections or other funds to which the
Administrator, any Purchaser Agent or any Purchaser is entitled with any other funds. The Servicer
shall only add or replace, a Lock-Box Bank (or the related lock-box or post office box) or Lock-Box
Account to those listed on Schedule II to this Agreement if the Administrator has received notice
of such addition or replacement, a copy of any new Lock-Box Agreement and an executed and
acknowledged copy of a Lock-Box Agreement in form and substance acceptable to the Administrator
from any such new Lock-Box Bank. The Servicer shall only terminate a Lock-Box Bank or close a
Lock-Box Account (or the related lock-box or post office box), upon 30 days’ prior notice to and
with the prior written consent of the Administrator.



(g) Extension or Amendment of Pool Receivables. Except as otherwise permitted in
Section 4.2(a) of this Agreement, the Servicer will not extend, amend or otherwise modify
the terms of any Pool Receivable in any material respect, or amend, modify or waive, in any
material respect, the provisions of any Contract related thereto, other than in accordance with the
Credit and Collection Policy. The Servicer will timely and fully comply in all material respects
with the Credit and Collection Policy with regard to each Pool Receivable and the related Contract.



(h) Change in Business. The Servicer will not (i) make any material change in the
character of its business, which change would materially and adversely impair the collectability of
the Pool Receivables taken as a whole or (ii) make any change in any Credit and Collection Policy
that could reasonably be expected to materially adversely affect the collectability of the Pool
Receivables taken as a whole, the credit quality of the Pool Receivables, taken as a whole, the
enforceability of the Contracts, taken as a whole, or its ability to perform its obligations under
the Contracts, taken as a whole, or the Transaction Documents, in the case of either clause
(i) or (ii) above, without the prior written consent of the Administrator.



(i) Records. The Servicer will maintain, implement and keep (i) administrative and
operating procedures (including an ability to recreate records evidencing Pool Receivables and
related Contracts if originals are destroyed), (ii) adequate facilities, personnel and equipment
and (iii) all documents, books, records, computer tapes and disks and other information reasonably
necessary or advisable for the collection of all Pool Receivables (including records adequate to
permit the daily identification of each new Pool Receivable and all Collections of, and adjustments
to, each existing Pool Receivable). The Servicer will give the Administrator prior notice of any
change in such administrative and operating procedures that causes them to be materially different
from the procedures described to Administrator on or before the date hereof as the Servicer’s then
existing or planned administrative and operating procedures for collecting Receivables.


 


IV-11









 





(j) Ownership Interest, Etc. The Servicer shall, at its expense, take all action
reasonably necessary or desirable to establish and maintain a valid and enforceable undivided
percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool
Receivables, the Related Security and Collections with respect thereto, and a first priority
perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim
(other than Permitted Liens and Adverse Claims constituting Ineligible Amounts) in favor of the
Administrator (on behalf of the Purchasers), including taking such action to perfect, protect or
more fully evidence the interest of the Administrator (on behalf of the Purchasers) as the
Administrator or any Purchaser Agent may reasonably request.



3. Separate Existence. Each of the Seller and the Servicer hereby acknowledges that
the Purchasers and the Administrator are entering into the transactions contemplated by this
Agreement and the other Transaction Documents in reliance upon the Seller’s identity as a legal
entity separate from VWR, the Originators and their respective Affiliates. Therefore, from and
after the date hereof, each of the Seller and the Servicer shall take all steps specifically
required by this Agreement to continue the Seller’s identity as a separate legal entity and to make
it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from
those of VWR, any Originator and any other Person, and is not a division of VWR, any Originator or
any other Person. Without limiting the generality of the foregoing and in addition to and
consistent with the other covenants set forth herein, each of the Seller and the Servicer shall
take such actions as shall be required in order that:



(a) The Seller will be a limited liability company whose primary activities are restricted in
its operating agreement to: (i) purchasing or otherwise acquiring from the Originators, owning,
holding, granting security interests or selling interests in Pool Assets, (ii) entering into
agreements for the selling and servicing of the Receivables Pool, and (iii) conducting such other
activities as it deems necessary or appropriate to carry out its primary activities;



(b) The Seller shall not engage in any business or activity, or incur any indebtedness or
liability (including, without limitation, any assumption or guaranty of any obligation of VWR, any
Originator or any Affiliate thereof), other than as expressly permitted by the Transaction
Documents;



(c) At all times have a Board of Managers and not less than one member of Seller’s Board of
Managers shall be an individual who (A) has (1) prior experience as an Independent Director or
Independent Manager for a corporation or limited liability company whose charter documents required
the unanimous consent of all Independent Directors or Independent Managers thereof before such
corporation or limited liability company could consent to the institution of bankruptcy or
insolvency proceedings against it or could file a petition seeking relief under any applicable
federal or state law relating to bankruptcy, and (2) at least three years of employment experience
with one or more entities that provide, in the ordinary course of their respective businesses,
advisory, management or placement services to issuers of securitization or structured finance
instruments, agreements or securities, a material portion of such entity’s revenue is generated
through providing such independent director or independent manager services, (B) is not, and has
not been for a period of five years prior to his or her appointment as an Independent Manager of
the Seller: (1) a member (whether direct,


 


IV-12









 






indirect
or beneficial), customer, advisor or supplier of VWR or any of its respective Affiliates, (2) a director,
officer, employee, partner, attorney or consultant of VWR or any of its Affiliates (VWR and its
Affiliates other than the Seller being hereinafter referred to as the “Parent Group”), (3)
a person related to any person referred to in clauses (1) or (2) above, (4) a
person or other entity controlling or under common control with any such stockholder, partner,
customer, supplier, employee, officer or director or (5) a trustee, conservator or receiver for any
member of the Parent Group and (C) shall not at any time serve as a trustee in bankruptcy for the
Seller, VWR or any Affiliate thereof (such an individual meeting the requirements set forth above,
the “Independent Manager”) and causing its limited liability company agreement to provide that (w)
at least one member of the Seller’s Board of Managers shall be an Independent Manager, (x) the
Seller’s Board of Managers shall not approve, or take any other action to cause the filing of, a
voluntary bankruptcy petition with respect to the Seller unless a unanimous vote of the Seller’s
Board of Managers (which vote shall include the affirmative vote of all Independent Managers) shall
approve the taking of such action in writing prior to the taking of such action, (y) the Seller’s
Board of Managers shall not vote on any matter requiring the vote of its Independent Managers under
its certificate of formation unless and until at least one Independent Manager is then serving on
the Seller’s Board of Managers and (z) the provisions requiring an Independent Manager and the
provision described in clauses (x) and (y) of this paragraph (c) cannot be
amended without the prior written consent of each Independent Manager (it being understood that, as
used in this paragraph (c), “control” means the possession directly or indirectly
of the power to direct or cause the direction of management policies or activities of a person or
entity whether through ownership of voting securities, by contract or otherwise);



(d) The Independent Manager shall not at any time serve as a trustee in bankruptcy for the
Seller, VWR, any Originator or any of their respective Affiliates;



(e) The Seller shall conduct its affairs strictly in accordance with its organizational
documents and observe all necessary and customary company formalities;



(f) Any employee, consultant or agent of the Seller will be compensated from the Seller’s
funds for services provided to the Seller, and to the extent that Seller shares the same officers
or other employees as VWR or any Originator (or any other Affiliate thereof), the salaries and
expenses relating to providing benefits to such officers and other employees shall be fairly
allocated among such entities;



(g) The Seller will contract with the Servicer to perform for the Seller all operations
required on a daily basis to service the Receivables Pool. The Seller will pay the Servicer the
Servicing Fee pursuant hereto.



(h) The Seller’s operating expenses will not be paid by VWR or any Originator or any Affiliate
thereof;



(i) The Seller’s books and records will be maintained separately from those of VWR, each
Originator and any other Affiliate thereof and in a manner such that it will not be difficult or
costly to segregate, ascertain or otherwise identify the assets and liabilities of Seller;


 


IV-13









 





(j) All financial statements of VWR or any Originator or any Affiliate thereof that are
consolidated to include Seller will disclose that (i) the Seller is a separate legal entity with
its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of the
Seller’s assets prior to any assets or value in the Seller becoming available to the Seller’s
equity holders and (ii) the assets of the Seller are not available to pay creditors of VWR or the
Originators or any other Affiliates of VWR or the Originators;



(k) The Seller’s assets will be maintained in a manner that permits their ready identification
and segregation from those of VWR, the Originators or any Affiliates thereof;



(l) The funds or other assets of the Seller will not be commingled with those of VWR, the
Originators or any Affiliates thereof except as permitted by this Agreement in connection with
servicing the Pool Receivables. The Seller shall not maintain joint bank accounts or other
depository accounts to which VWR or any Affiliate thereof (other than VWR in its capacity as the
Servicer) has independent access. The Seller shall not be named, and shall not enter into any
agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee
on any insurance policy with respect to any loss relating to the property of VWR, the Originators
or any Subsidiaries or other Affiliates thereof.



(m) The Seller will maintain arm’s-length relationships with VWR, the Originators and any
Affiliates thereof. Any Person that renders or otherwise furnishes services to the Seller will be
compensated by the Seller at arms’-length rates for such services it renders or otherwise furnishes
to the Seller. Neither the Seller on the one hand, nor VWR or any Originator, on the other hand,
will be or will hold itself out to be responsible for the debts of the other or the decisions or
actions respecting the daily business and affairs of the other. The Seller, VWR and the
Originators will promptly correct any known misrepresentation with respect to the foregoing, and
they will not operate or purport to operate as an integrated single economic unit with respect to
each other or in their dealing with any other entity; and



(n) The Seller, VWR and each Originator shall fairly allocate overhead costs among them, and
each shall bear its fair share of such expenses.



 


IV-14









 







EXHIBIT V




TERMINATION EVENTS





Each of the following shall be a “Termination Event”:



(a) (i) the Seller, VWR, any Originator or the Servicer shall fail to perform or observe any
term, covenant or agreement under this Agreement or any other Transaction Document to which it is a
party in any material respect (unless such term, covenant or agreement contains a material
qualification, and, in such case, the failure to perform or observe such term, covenant or
agreement shall be subject to the standard set forth in such term, covenant or agreement), except
as otherwise provided herein, such failure shall, solely to the extent capable of cure, continue
for ten (10) days after the earlier of any such Person’s actual knowledge or notice thereof or (ii)
the Seller or the Servicer shall fail to make when due any payment or deposit to be made by it
under this Agreement or any other Transaction Document and such failure shall remain unremedied for
two (2) Business Days after the earlier of any such Person’s actual knowledge or notice thereof;



(b) any representation or warranty made or deemed made by the Seller, the Servicer or any
Originator (or any of their respective officers) under or in connection with this Agreement or any
other Transaction Document to which it is a party, or any information or report delivered by the
Seller, the Servicer or any Originator pursuant to this Agreement or any other Transaction Document
to which it is a party, shall prove to have been incorrect or untrue in any material respect when
made or deemed made or delivered and, except as otherwise provided herein, such inaccuracy shall,
solely to the extent capable of cure, continue for ten (10) days after the earlier of any such
Person’s actual knowledge or notice thereof;



(c) the Seller or the Servicer shall fail to deliver any (i) Information Package when due
pursuant to this Agreement, and such failure shall remain unremedied for two (2) Business Days or
(ii) if applicable, Weekly Report when due pursuant to this Agreement, and such failure shall
remain unremedied for two (2) Business Days;



(d) subject to the proviso to Section 4.3 of this Agreement regarding the delivery of
an executed Lock-Box Agreement for the Lock-Box Accounts that receive Collections for Pool
Receivables the Originator of which is AMRESCO, LLC or BioExpress, LLC, this Agreement (and each
Lock-Box Agreement, as applicable) or any Purchase pursuant to this Agreement shall for any reason:
(i) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and
enforceable first priority perfected undivided percentage ownership or security interest to the
extent of the Purchased Interest in each Pool Receivable, the Related Security and Collections with
respect thereto, free and clear of any Adverse Claim (other than Permitted Liens and Adverse Claims
constituting Ineligible Amounts), or (ii) cease to create with respect to the Pool Assets, or the
interest of the Administrator (for the benefit of the Purchasers) with respect to such Pool Assets
shall cease to be, a valid and enforceable first priority perfected security interest, free and
clear of any Adverse Claim (other than Permitted Liens and Adverse Claims constituting Ineligible
Amounts);


 


 









 





(e) the Seller, VWR, the Servicer or any Originator shall generally not pay its debts as such
debts become due, shall admit in writing its inability to pay its debts generally, or shall
make a general assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Seller, VWR, the Servicer or any Originator seeking to adjudicate it a bankrupt
or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or
the appointment of a receiver, trustee, custodian or other similar official for it or for any
substantial part of its property and, in the case of any such proceeding instituted against it (but
not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of
60 days, or any of the actions sought in such proceeding (including the entry of an order for
relief against, or the appointment of a receiver, trustee, custodian or other similar official for,
it or for any substantial part of its property) shall occur; or the Seller, VWR, the Servicer or
any Originator shall take any corporate action to authorize any of the actions set forth above in
this paragraph;



(f) (i) the average for three consecutive Fiscal Months of: (A) the Default Ratio shall exceed
3.0%, (B) the Delinquency Ratio shall exceed 12.75%, or (C) the Dilution Ratio shall exceed 5.0% or
(ii) the Days’ Sales Outstanding exceeds 55 days;



(g) a Change in Control shall occur with respect to the Seller or any Originator (other than
VWR);



(h) a Change in Control shall occur with respect to VWR or the Parent and VWR shall fail to
(i) provide notice thereof to the Administrator and each Purchaser Agent three (3) Business Days
prior to such Change in Control, (ii) certify that, with respect to the Receivables Pool, that all
Credit and Collection Policies will remain materially similar to those in effect prior to such
Change in Control and (iii) submit to a field exam within 30 days of such Change in Control;




(i) the Purchased Interest shall exceed 100% for two (2) Business Days;



(j) (i) the Seller, VWR, the Servicer or any Originator shall fail to pay any principal or
interest, regardless of amount, due in respect of any Debt (other than Debt described in clause (a)
above) in excess of $35,000,000, when and as the same shall become due and payable (after giving
effect to the applicable grace period of such Debt), which failure enables or permits (with or
without the giving of notice, but after giving effect to the applicable grace period of such Debt)
the holder or holders of such Debt or any trustee or agent on its or their behalf to cause any such
Debt to become due, or to require the prepayment, repurchase, redemption or defeasance thereof,
prior to its scheduled maturity or that is a failure to pay such Debt at its maturity or (ii) any
other event or condition occurs that results in such Debt becoming due (after giving effect to the
applicable grace period of such Debt) prior to its scheduled maturity or that enables or permits
(with or without the giving of notice, but after giving effect to the applicable grace period of
such Debt) the holder or holders of such Debt or any trustee or agent on its or their behalf to
cause such Debt to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that clause (ii) shall not apply
to secured Debt (other than Debt described in clause (a) above) in excess of $35,000,000 that
becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Debt if such sale or transfer is otherwise permitted hereunder;


 


V-2









 





(k) either the Internal Revenue Service or the Pension Benefit Guaranty Corporation shall have
filed one or more notices of lien asserting a claim or claims in excess of $5,000,000 pursuant to
the Internal Revenue Code, or ERISA, as applicable, against the assets of Seller, any Originator,
VWR or any ERISA Affiliate;



(l) (i) the Available Liquidity is less than $125,000,000 and (ii) the ratio (expressed as a
percentage) as computed at the end of each Fiscal Quarter by dividing (a) the difference between
(1) the aggregate EBITDA (as such term is defined in the Credit Agreement on the Closing Date
without giving effect to any amendment, supplement, modification or waiver of such definition made
or given after the date that PNC is no longer a lender thereunder) for the twelve most recent
Fiscal Months and (2) the aggregate Consolidated Depreciation and Amortization Expense (as such
term is defined in the Credit Agreement on the Closing Date without giving effect to any amendment,
supplement, modification or waiver of such definition made or given after the date that PNC is no
longer a lender thereunder) for the twelve most recent Fiscal Months by (b) aggregate Consolidated
Interest Expense (as such term is defined in the Credit Agreement on the Closing Date without
giving effect to any amendment, supplement, modification or waiver of such definition made or given
after the date that PNC is no longer a lender thereunder) for the twelve most recent Fiscal Months
shall be less than or equal to 1.20:1.00;



(m) (i) one or more final judgments for the payment of money shall be entered against the
Seller or (ii) there is entered against VWR, Servicer or any of their Subsidiaries (other than the
Seller) one or more final judgments or orders for the payment of money in an aggregate amount
exceeding $35,000,000 after deducting (I) the amount with respect to which such Person or any such
Subsidiary, as the case may be, is insured and with respect to which the insurer has assumed
responsibility in writing, and (II) the amount for which such Person or any such Subsidiary, as the
case may be, is otherwise reasonably expected to be indemnified and, there is a period of
forty-five (45) days during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; and



(n) the “Purchase and Sale Termination Date” under and as defined in the Sale
Agreement shall occur under the Sale Agreement (other than a Purchase and Sale Termination Date
occurring solely as a result of an event described in clause (a), (c), (d) or (e) of the definition
of Facility Termination Date) or the Originators shall for any reason cease to transfer, or cease
to have the legal capacity to transfer, or otherwise be incapable of transferring Receivables to
the Seller under the Sale Agreement.



 


V-3









 







SCHEDULE I




CREDIT AND COLLECTION POLICY




Delivered Under Separate Cover




 


 









 







SCHEDULE II




LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS


On File
with Administrator


 


 









 







SCHEDULE III




ACTIONS AND PROCEEDINGS




NONE



 


 









 







ANNEX A-1




FORM OF INFORMATION PACKAGE



 


 









 










 


 









 











 


 












 







ANNEX A-2




FORM OF WEEKLY REPORT



 


 









 











 















 







ANNEX A-3




FORM OF DAILY REPORT



 


 









 











 















 







ANNEX B




FORM OF PURCHASE NOTICE




Dated as of [________ __, 20__]




PNC Bank, National Association

One PNC Plaza, 26th Floor

249 Fifth Avenue

Pittsburgh, PA 15222-2707

Attention: [_____]




[Each Purchaser Agent]




Ladies and Gentlemen:



Reference is hereby made to the Receivables Purchase Agreement, dated as of November 4, 2011
(as amended, restated, supplemented or otherwise modified through the date hereof, the
“Receivables Purchase Agreement”), among VWR Receivables Funding, LLC, as Seller, VWR
International, LLC, as Servicer, the various Conduit Purchasers, Related Committed Purchasers,
Purchaser Agents and LC Participants from time to time party thereto and PNC Bank, National
Association, as Administrator and as LC Bank. Capitalized terms used in this Purchase Notice and
not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.



[This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the
Receivables Purchase Agreement. Seller desires to sell an undivided percentage ownership interest
in a pool of Receivables on _____, [20 _____], for a purchase price of $_____.1
Subsequent to this Purchase, the Aggregate Capital will be $_____.]2[This letter
constitutes a notice pursuant to Section 1.13(a) of the Receivables Purchase Agreement.
Seller desires that the LC Bank issue Letters of Credit
[currently issued under the [_____]] on _____, [20 _____], with a face amount of $_____. Subsequent to this Purchase, the LC
Participation Amount will be $_____ and the Aggregate Capital will be $_____.]3



Seller hereby represents and warrants as of the date hereof, and as of the date of Purchase,
as follows:




(i) the representations and warranties contained in Exhibit III of the
Receivables Purchase Agreement are true and correct in all material respects (unless such
representation or warranty contains a material qualification and, in such case, such
representation and warranty shall be true and correct as made) on and as of the date of
such purchase as though made on and as of such date (except for representations and
warranties which apply as to an earlier date, in which case such representations and
warranties shall be true and correct as of such earlier date);


 





	 	 	 
	1	 	Such amount shall not be less than $300,000 (or such
lesser amount as agreed to by the Administrator and the Majority Purchaser
Agents) and shall be in integral multiples of $100,000 with respect to each
Purchaser Group.

	 
	2	 	In the case of a Borrowing Request.

	 
	3	 	In the case of a request for an issuance of a Letter of
Credit.




 


 









 






(ii) no event has occurred and is continuing, or would result from such Purchase, that
constitutes a Termination Event or Unmatured Termination Event;




(iii) the sum of the Aggregate Capital plus the LC Participation Amount, after
giving effect to any such Purchase shall not be greater than the Purchase Limit, and the
Purchased Interest will not exceed 100%; and




(iv) the Facility Termination Date has not occurred.


 


Annex B-2









 





IN WITNESS WHEREOF, the undersigned has caused this Purchase Notice to be executed by its duly
authorized officer as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	VWR RECEIVABLES FUNDING, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 







 


Annex B-3











 




ANNEX C




FORM OF ASSUMPTION AGREEMENT


Dated as of [__________ __, 20__]




THIS ASSUMPTION AGREEMENT (this “AGREEMENT”), dated as of [_____ _____], is among
VWR RECEIVABLES FUNDING, LLC (the “Seller”), [[_____], as purchaser
(the “[_____]
Conduit Purchaser”)], [_____], as the related committed purchaser
(the “[_____]
Related Committed Purchaser”),
[_____], as related LC participant
(the “[_____] LC
Participant” and together with the Conduit Purchaser and the
Related Committed Purchaser, the "[_____] Purchasers”),
and [_____], as agent for the
[_____] Purchasers (the
“[_____]
Purchaser Agent” and together with the
[_____] Purchasers, the
“[_____] Purchaser
Group”).



BACKGROUND




The Seller and various others are parties to that certain Receivables Purchase Agreement dated
as of November 4, 2011 (as amended, restated, supplemented or otherwise modified through the date
hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise
defined herein have the respective meaning assigned to such terms in the Receivables Purchase
Agreement.




NOW, THEREFORE, the parties hereto hereby agree as follows:



SECTION 1. This letter constitutes an Assumption Agreement pursuant to Section 1.2(f)
of the Receivables Purchase Agreement. The Seller desires [the [_____] Purchasers] [the
[_____]
Related Committed Purchaser][_____] related LC Participant] to [become Purchasers under] [increase
its existing Commitment under] the Receivables Purchase Agreement and upon the terms and subject to
the conditions set forth in the Receivables Purchase Agreement, the [_____] Purchasers agree to
[become Purchasers thereunder] [increase its Commitment in an amount equal to the amount set forth
as the “Commitment” under the signature of such [_____] Related Committed Purchaser hereto]
[increase its Commitment in an amount equal to the amount set forth as the “Commitment”
under the signature of such [_____] related LC Participant hereto].



Seller hereby represents and warrants to the
[_____] Purchasers as of the date hereof, as
follows:




(i) the representations and warranties of the Seller contained in Exhibit III
of the Receivables Purchase Agreement are true and correct in all material respects on and
as the date of such purchase or reinvestment as though made on and as of such date (except
for representations and warranties which apply as to an earlier date, in which case such
representations and warranties shall be true and correct as of such earlier date);


 


 









 






(ii) no event has occurred and is continuing, or would result from such Purchase, that
constitutes a Termination Event or an Unmatured Termination Event; and




(iii) the Facility Termination Date has not occurred.



SECTION 2. Upon execution and delivery of this Agreement by the Seller and each member of the
[_____] Purchaser Group, satisfaction of the other conditions to assignment specified in
Section 1.2(f) of the Receivables Purchase Agreement (including the written consent of the
Administrator and each Purchaser Agent) and receipt by the Administrator and Seller of counterparts
of this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, [the
[_____] Purchasers shall become a party to, and have the rights and obligations of Purchasers
under, the Receivables Purchase Agreement][the [_____] Related Committed Purchaser shall increase
its Commitment in the amount set forth as the “Commitment” under the signature of the [_____]
Related Committed Purchaser hereto][the [_____] related LC Participant shall increase its
Commitment in the amount set forth as the “Commitment” under the signature of the [_____] related
LC Participant hereto].



SECTION 3. Each party hereto hereby covenants and agrees that it will not institute against,
or join any other Person in instituting against, any Conduit Purchaser, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note
issued by such Conduit Purchaser is paid in full. The covenant contained in this paragraph shall
survive any termination of the Receivables Purchase Agreement.



SECTION 4. THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE PERFECTION OF A
SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.



SECTION 5. This Agreement may not be amended, supplemented or waived except pursuant to a
writing signed by the party to be charged. This Agreement may be executed in counterparts, and by
the different parties on different counterparts, each of which shall constitute an original, but
all together shall constitute one and the same agreement.



(signatures commence on following page)



 


Annex C-2









 







IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized
officers as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	[                    ], as a Conduit Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[Address]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[                    ], as a Related Committed Purchaser	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[Address]

[Commitment]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[                    ], as a related LC Participant	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[Address]

[Commitment]	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[                    ], as Purchaser Agent for [                    ]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[Address]	 	 





 


Annex C-3









 





	 	 	 	 	 	 	 
	VWR RECEIVABLES FUNDING, LLC, as Seller	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Consented and Agreed:	 	 
	 
	 	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION, as Administrator	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Address:	 	PNC Bank, National Association

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707	 	 
	 
	 	 	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION, as LC Bank	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	Address:	 	PNC Bank, National Association

One PNC Plaza

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707	 	 
	 
	 	 	 	 	 	 
	[THE PURCHASER AGENTS]	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	[Address]	 	 






 


Annex C-4









 







ANNEX D




FORM OF TRANSFER SUPPLEMENT

Dated as of [_______ __, 20__]




Section 1.




	 	 	 	 	 
	Commitment assigned:
	 	$	                    	 
	Assignor’s remaining Commitment:
	 	$	                    	 
	Capital allocable to Commitment assigned:
	 	$	                    	 
	Assignor’s remaining Capital:
	 	$	                    	 
	Discount (if any) allocable to
Capital assigned:
	 	$	                    	 
	Discount(if any) allocable to Assignor’s
remaining Capital:
	 	$	                    	 






Section 2.




Effective Date of this Transfer Supplement: [                    ]



Upon execution and delivery of this Transfer Supplement by transferee and transferor and the
satisfaction of the other conditions to assignment specified in Section 6.3(c) of the
Receivables Purchase Agreement (as defined below), from and after the effective date specified
above, the transferee shall become a party to, and have the rights and obligations of a Related
Committed Purchaser under, the Receivables Purchase Agreement, dated as of November 4, 2011 (as
amended, restated, supplemented or otherwise modified through the date hereof, the “Receivables
Purchase Agreement”), among VWR RECEIVABLES FUNDING, LLC, as Seller, VWR INTERNATIONAL, LLC, as
initial Servicer, the various Purchasers, Purchaser Agents and LC Participants from time to time
party thereto, and PNC Bank, National Association, as Administrator and as LC Bank.


 


 









 





ASSIGNOR: [_____], as a Related Committed Purchaser



	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






ASSIGNEE: [_____], as a Purchasing Related Committed Purchaser



	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 
	 

	 	 	 	Title:
	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	[Address]	 	 






Accepted as of date first above written:



[                    ], as Purchaser Agent for

the [_____] Purchaser Group



	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	VWR Receivables Funding, LLC, as Seller	 	 
	 
	 	 	 	 	 	 
	By
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






 


Annex D-2









 







ANNEX E




FORM OF PAYDOWN NOTICE


Dated as of [_____________ __, 20__]




PNC Bank, National Association

One PNC Plaza, 26th Floor

249 Fifth Avenue

Pittsburgh, Pennsylvania 15222-2707

Attention: [                    ]




[Each Purchaser Agent]




Ladies and Gentlemen:



Reference is hereby made to the Receivables Purchase Agreement, dated as of November 4, 2011
(as amended, restated, supplemented or otherwise modified through the date hereof, the
“Receivables Purchase Agreement”), among VWR Receivables Funding, LLC, as Seller, VWR
International, LLC, as Servicer, the various Purchasers, Purchaser Agents and LC Participants from
time to time party thereto and PNC Bank, National Association, as Administrator and as LC Bank.
Capitalized terms used in this paydown notice and not otherwise defined herein shall have the
meanings assigned thereto in the Receivables Purchase Agreement.



This letter constitutes a paydown notice pursuant to Section 1.4(f)(i) of the
Receivables Purchase Agreement. The Seller desires to reduce the Aggregate Capital on
 _____,
 _____4 by the application of $_____
in cash to pay Aggregate Capital
and Discount to accrue (until such cash can be used to pay commercial paper notes) with respect to
such Aggregate Capital, together with all costs related to such reduction of Aggregate Capital.
Subsequent to this paydown, the aggregate outstanding Capital will be $_____.


 





	 	 	 
	4	 	Notice must be given at least two Business Days prior to
the date of such reduction for any reduction of the Aggregate Capital less than
or equal to $25,000,000 (or such greater amount as agreed to by the
Administrator and the Majority Purchaser Agents) and at least five Business
Days prior to the date of such reduction for any reduction of the Aggregate
Capital greater than $25,000,000.



 


 









 









IN WITNESS WHEREOF, the undersigned has caused this paydown notice to be executed by its duly
authorized officer as of the date first above written.



	 	 	 	 	 	 	 
	 	VWR RECEIVABLES FUNDING, LLC	 
	 	 
	 	 	 	 	 
	 	By:
	 	 	 	 	 
	 	 	 	 	 
	 	 

	 	Name:	 	 	 
	 	 

	 	Title:
	 	 

	 
	 	 

	 	 	 	 

	 






 


Annex E-4









 







ANNEX F




FORM OF LETTER OF CREDIT APPLICATION







On File
with Administrator