BE CONSTRUED TO CREATE AN AGENCY RELATIONSHIP BETWEEN THE COMPANY OR ANY
OTHER MEMBER OF THE VWR GROUP AND THE ADVISOR.
3.
SERVICES OF ADVISOR.
SUBJECT TO ANY LIMITATIONS IMPOSED BY
APPLICABLE LAW OR REGULATION, THE ADVISOR SHALL RENDER OR CAUSE TO BE RENDERED
MANAGEMENT, CONSULTING AND FINANCIAL SERVICES TO THE COMPANY AND THE OTHER
MEMBERS OF THE VWR GROUP AS REQUESTED FROM TIME TO TIME BY THE BOARD AND AGREED
TO BY THE ADVISOR, WHICH SERVICES MAY INCLUDE ADVICE AND ASSISTANCE CONCERNING
ANY AND ALL ASPECTS OF THE OPERATIONS, PLANNING AND FINANCING OF THE COMPANY AND
THE OTHER MEMBERS OF THE VWR GROUP AND CONDUCTING RELATIONS ON BEHALF OF THE
COMPANY OR THE OTHER MEMBERS OF THE VWR GROUP WITH ACCOUNTANTS, ATTORNEYS,
FINANCIAL ADVISORS AND OTHER PROFESSIONALS. THE ADVISOR SHALL PROVIDE AND DEVOTE
TO THE PERFORMANCE OF THIS AGREEMENT SUCH EMPLOYEES, AFFILIATES AND AGENTS OF
THE ADVISOR AS THE ADVISOR SHALL DEEM APPROPRIATE TO THE FURNISHING OF THE
SERVICES HEREUNDER. IN ADDITION, THE ADVISOR SHALL, AS REQUESTED BY THE BOARD
AND AGREED TO BY THE ADVISOR, RENDER ADVICE AND EXPERTISE IN CONNECTION WITH ANY
ACQUISITIONS OR DISPOSITIONS UNDERTAKEN BY THE COMPANY OR THE OTHER MEMBERS OF
THE VWR GROUP.
4.
REIMBURSEMENT OF EXPENSES; INDEPENDENT CONTRACTOR.
ALL
OBLIGATIONS OR EXPENSES INCURRED BY THE ADVISOR IN THE PERFORMANCE OF ITS DUTIES
UNDER THIS AGREEMENT SHALL BE FOR THE ACCOUNT OF, ON BEHALF OF, AND AT THE
EXPENSE OF THE COMPANY, AND ALL SUCH EXPENSES SHALL BE PROMPTLY REIMBURSED BY
THE COMPANY. THE ADVISOR SHALL NOT BE OBLIGATED TO MAKE ANY ADVANCE TO OR FOR
THE ACCOUNT OF THE COMPANY OR ANY OTHER MEMBER OF THE VWR GROUP OR TO PAY ANY
SUMS, EXCEPT OUT OF FUNDS HELD IN ACCOUNTS MAINTAINED BY THE COMPANY OR ANY
OTHER MEMBER OF THE VWR GROUP, NOR SHALL THE ADVISOR BE OBLIGATED TO INCUR ANY
LIABILITY OR OBLIGATION FOR THE ACCOUNT OF THE COMPANY OR ANY OTHER MEMBER OF
THE VWR GROUP. THE COMPANY SHALL REIMBURSE THE ADVISOR BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS FOR ANY AMOUNT PAID BY THE ADVISOR, WHICH SHALL BE
IN ADDITION TO ANY OTHER AMOUNT PAYABLE TO THE ADVISOR UNDER THIS AGREEMENT. THE
ADVISOR SHALL BE AN INDEPENDENT CONTRACTOR, AND NOTHING IN THIS AGREEMENT SHALL
BE DEEMED OR CONSTRUED TO (I) CREATE A PARTNERSHIP OR JOINT VENTURE BETWEEN THE
COMPANY OR ANY OTHER MEMBER OF THE VWR GROUP AND THE ADVISOR, (II) CAUSE THE
ADVISOR TO BE RESPONSIBLE IN ANY WAY FOR THE DEBTS, LIABILITIES OR OBLIGATIONS
OF THE COMPANY OR ANY OTHER PARTY, OR (III) CAUSE THE ADVISOR OR ANY OF ITS
EMPLOYEES TO BE OFFICERS, EMPLOYEES OR AGENTS OF THE COMPANY OR ANY OTHER MEMBER
OF THE VWR GROUP.
5.
OTHER ACTIVITIES OF ADVISOR; INVESTMENT OPPORTUNITIES.
THE
COMPANY ACKNOWLEDGES AND AGREES THAT NEITHER THE ADVISOR NOR ANY OF THE
ADVISOR'S EMPLOYEES, OFFICERS, DIRECTORS, AFFILIATES OR ASSOCIATES
(COLLECTIVELY, THE "ADVISOR GROUP") SHALL BE REQUIRED TO DEVOTE FULL TIME AND
BUSINESS EFFORTS TO THE DUTIES OF THE ADVISOR SPECIFIED