Quarterly Report

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

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 333-124100

VWR FUNDING, INC.

(Exact name of registrant as specified in its charter)


Delaware (State of incorporation)		56-2445503 (I.R.S. Employer Identification No.)

100 Matsonford Road
P.O. Box 6660
Radnor, PA 19087
(Address of principal executive offices)

(610) 386-1700
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes o No þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non-accelerated filer þ		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of September 30, 2011, there was no established public market for the registrant’s common stock, par value $0.01 per share. The number of shares of the registrant’s common stock outstanding at November 9, 2011, was 1,000.

VWR FUNDING, INC. AND SUBSIDIARIES

FORM 10-Q

FOR THE QUARTER ENDED SEPTEMBER 30, 2011

INDEX


	Page No.

PART I. FINANCIAL INFORMATION:

Item 1. Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets September 30, 2011 and December 31, 2010		2

Condensed Consolidated Statements of Operations Three and Nine Months Ended September 30, 2011 and 2010		3

Condensed Consolidated Statement of Stockholders’ Equity and Other Comprehensive Income (Loss) Nine Months Ended September 30, 2011		4

Condensed Consolidated Statements of Cash Flows Nine Months Ended September 30, 2011 and 2010		5

Notes to Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		29

Item 3. Quantitative and Qualitative Disclosures about Market Risk		39

Item 4. Controls and Procedures		39

PART II. OTHER INFORMATION:

Item 1. Legal Proceedings		40

Item 1A. Risk Factors		40

Item 6. Exhibits		41

Signature		42

Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I. FINANCIAL INFORMATION


*Item 1.*		*Financial Statements*

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In millions, except share data)
(Unaudited)


	September 30,			December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	$	109.3		$	142.1
Compensating cash balance		207.0			85.4
Trade accounts receivable, less reserves of $10.7 and $9.1, respectively		588.5			512.0
Other receivables		41.5			45.2
Inventories		322.2			293.0
Other current assets		32.7			28.4

Total current assets		1,301.2			1,106.1
Property and equipment, net		204.3			194.2
Goodwill		1,858.3			1,757.1
Other intangible assets, net		1,826.0			1,858.2
Deferred income taxes		9.8			9.8
Other assets		71.8			76.0

Total assets	$	5,271.4		$	5,001.4


Liabilities, Redeemable Equity Units and Stockholders’ Equity
Current liabilities:
Current portion of debt and capital lease obligations	$	344.1		$	117.4
Accounts payable		429.5			406.0
Accrued expenses		212.0			206.5

Total current liabilities		985.6			729.9
Long-term debt and capital lease obligations		2,636.5			2,640.3
Other long-term liabilities		126.6			137.2
Deferred income taxes		474.9			478.8

Total liabilities		4,223.6			3,986.2
Redeemable equity units		54.1			50.0
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock, $0.01 par value; 1,000 shares authorized, issued and outstanding		—			—
Additional paid-in capital		1,360.4			1,361.2
Accumulated deficit		(356.8	)		(376.2	)
Accumulated other comprehensive loss		(9.9	)		(19.8	)

Total stockholders’ equity		993.7			965.2

Total liabilities, redeemable equity units and stockholders’ equity	$	5,271.4		$	5,001.4

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(In millions)

(Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net sales	$	1,066.0		$	903.3		$	3,099.3		$	2,659.4
Cost of goods sold		764.0			646.8			2,218.8			1,895.0

Gross profit		302.0			256.5			880.5			764.4
Selling, general and administrative expenses		233.4			195.6			683.3			601.0
Impairment of goodwill and intangible assets		3.3			48.1			3.3			48.1

Operating income		65.3			12.8			193.9			115.3
Interest income		0.8			0.3			2.0			1.4
Interest expense		(51.7	)		(53.6	)		(152.3	)		(157.7	)
Other income (expense), net		51.6			(80.7	)		(11.4	)		48.1

Income (loss) before income taxes		66.0			(121.2	)		32.2			7.1
Income tax (provision) benefit		(11.4	)		35.6			(12.8	)		(13.4	)

Net income (loss)	$	54.6		$	(85.6	)	$	19.4		$	(6.3	)

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Statement of Stockholders’ Equity and Other Comprehensive Income (Loss)

Nine Months Ended September 30, 2011

(In millions, except share data)

(Unaudited)


											Accumulated
											other
	Common stock				Additional			Accumulated			comprehensive
	Shares		Amount		paid-in capital			deficit			loss			Total
Balance at January 1, 2011		1,000	$	—	$	1,361.2		$	(376.2	)	$	(19.8	)	$	965.2
Capital contributions from parent		—		—		2.4			—			—			2.4
Share-based compensation expense associated with our parent company equity plan		—		—		2.0			—			—			2.0
Reclassifications of redeemable equity units		—		—		(5.2	)		—			—			(5.2	)
Comprehensive income:
Net income		—		—		—			19.4			—			19.4
Other comprehensive income		—		—		—			—			9.9			9.9

Total comprehensive income															29.3

Balance at September 30, 2011		1,000	$	—	$	1,360.4		$	(356.8	)	$	(9.9	)	$	993.7

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In millions)

(Unaudited)


	Nine Months Ended September 30,
	2011			2010
Cash flows from operating activities:
Net income (loss)	$	19.4		$	(6.3	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		89.8			87.4
Net unrealized translation loss (gain)		11.3			(47.3	)
Net unrealized gain on interest rate swaps		(16.6	)		(6.1	)
Impairment of goodwill and intangible assets		3.3			48.1
Non-cash payment-in-kind interest accretion		—			3.0
Share-based compensation expense		2.0			2.5
Amortization of debt issuance costs		7.2			7.2
Deferred income tax benefit		(9.5	)		(5.0	)
Other, net		4.1			4.7
Changes in working capital, net of business acquisitions:
Trade accounts receivable		(44.8	)		(30.6	)
Inventories		(0.1	)		(19.4	)
Other current and non-current assets		(3.3	)		(20.7	)
Accounts payable		(11.7	)		17.6
Accrued expenses and other liabilities		(1.2	)		29.0

Net cash provided by operating activities		49.9			64.1

Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		(168.1	)		(33.0	)
Capital expenditures		(25.1	)		(26.3	)
Proceeds from sales of property and equipment		1.7			—

Net cash used in investing activities		(191.5	)		(59.3	)

Cash flows from financing activities:
Proceeds from debt		439.5			111.8
Repayment of debt		(345.5	)		(134.6	)
Net change in bank overdrafts		131.2			(11.4	)
Net change in compensating cash balance		(121.6	)		12.0
Proceeds from equity incentive plans		2.4			1.4
Repurchase of redeemable equity units		(1.1	)		(1.2	)

Net cash provided by (used in) financing activities		104.9			(22.0	)

Effect of exchange rate changes on cash		3.9			(6.4	)

Net decrease in cash and cash equivalents		(32.8	)		(23.6	)
Cash and cash equivalents beginning of period		142.1			124.4

Cash and cash equivalents end of period	$	109.3		$	100.8


Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	174.1		$	134.0
Income taxes paid, net	$	16.6		$	23.9

See accompanying notes to condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

September 30, 2011

(In millions)

(Unaudited)

(1) Nature of Operations and Basis of Presentation

VWR Funding, Inc. (the “Company,” “we,” “us,” and “our”) offers products and services through its wholly-owned subsidiary, VWR International, LLC (“VWR”), and VWR’s subsidiaries. We distribute laboratory supplies, including chemicals, glassware, equipment, instruments, protective clothing, production supplies and other assorted laboratory products, primarily in North America and Europe. We also provide services, including technical services, on-site storeroom services and laboratory and furniture design, supply and installation. Services comprise a relatively small portion of our net sales. Our business is diversified across products, geographic regions and customer segments. The Company is a direct, wholly-owned subsidiary of VWR Investors, Inc. (“VWR Investors”), which is a direct, wholly-owned subsidiary of Varietal Distribution Holdings, LLC (“Holdings”). VWR Investors and Holdings have no operations other than the ownership of the Company.

We report financial results on the basis of the following three business segments: North American laboratory distribution (“North American Lab”), European laboratory distribution (“European Lab”) and Science Education. Both the North American Lab and European Lab segments are engaged in the distribution of laboratory and production supplies to customers in the pharmaceutical, biotechnology, medical device, chemical, technology, food processing, healthcare and consumer products industries, as well as governmental agencies, universities and research institutes, and environmental organizations. Science Education is engaged in the assembly, manufacture and distribution of scientific supplies and specialized kits, principally to academic institutions, including primary and secondary schools, colleges and universities. Our operations in the Asia Pacific region (“Asia Pacific”) are engaged in regional commercial sales and also support our North American Lab, European Lab and Science Education businesses. The results of our operations in Asia Pacific, which are not material, are included in our North American Lab segment.

The accompanying condensed consolidated financial statements include the accounts of the Company after elimination of all intercompany balances and transactions. The condensed consolidated financial statements included herein have been prepared by the Company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company believes that the disclosures included herein are adequate to make the information presented not misleading in any material respect when read in conjunction with the consolidated financial statements, footnotes and related disclosures included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The financial information presented herein reflects all adjustments (consisting only of normal-recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results for interim periods are not necessarily indicative of the results to be expected for the full year.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates. In preparation of this Quarterly Report on Form 10-Q, we evaluated events subsequent to September 30, 2011, through the date of issuance.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(2) Recently Issued Accounting Standards

Testing Goodwill for Impairment

In September 2011, the Financial Accounting Standards Board (“FASB”) updated its guidance regarding how entities test goodwill for impairment. Under the amended guidance, an entity has the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step, quantitative-based impairment test is not required. The new guidance becomes effective for tests performed in fiscal years beginning after December 15, 2011, with early adoption permitted. We intend to adopt the new guidance during the fourth quarter of 2011, in connection with our annual goodwill impairment test.

Disclosures About an Employer’s Participation in a Multiemployer Plan

In September 2011, the FASB updated its guidance to require an entity to provide additional disclosures about its participation in multiemployer pension or other postretirement benefit plans. The amendments in this update are effective for annual periods ending after December 15, 2011 and shall be applied retrospectively for all periods presented. We are assessing the potential impact this guidance may have on our disclosures.

Presentation of Comprehensive Income

In June 2011, the FASB updated its guidance to make the presentation of comprehensive income more prominent in financial statements. The updated guidance will require companies to present net income, items of other comprehensive income and total comprehensive income in one continuous statement or two separate but consecutive statements. Presentation in the statement of stockholders’ equity will no longer be permitted. These updates will become effective for the Company for interim and annual periods beginning in 2012, with early adoption permitted. We expect to adopt this guidance during the first quarter of 2012, though we are continuing to evaluate the manner in which we will implement this guidance.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(3) Recent Acquisitions

Our comparative results of operations include the effects of certain business acquisitions (collectively, the “Acquisitions”) noted below:

	•		On September 1, 2010, we acquired the scientific distribution businesses of EBOS Group Limited (collectively “ANZ Lab”). ANZ Lab distributes general laboratory supplies and life science products in Australia and New Zealand.

	•		On September 1, 2010, we acquired Labart sp. z o.o. (“Labart”), and on March 31, 2011, we acquired Alfalab Hurtownia Chemiczna Sp. z o.o (“Alfalab”). Labart and Alfalab are scientific laboratory supply distributors operating in Poland.

	•		On February 1, 2011, we acquired AMRESCO Inc. (“AMRESCO”), a domestic supplier and manufacturer of high quality biochemicals and reagents for molecular biology, life sciences, proteomics, diagnostics, molecular diagnostics and histology areas of research and production.

	•		On May 2, 2011, we acquired Trenka Industriebedarf Handelsgesellschaft m.b.H. (“Trenka”), a distributor of industrial clothing, testing equipment and personal protection equipment in Austria.

	•		On June 1, 2011, we acquired BioExpress Corp. (“BioExpress”), a domestic distributor of laboratory supplies in the education, biotechnology and government market segments.

	•		On August 1, 2011, we acquired Anachemia Canada Inc. and its affiliates (“Anachemia”). Anachemia, based in Montreal, Canada, manufactures certain chemicals and materials and distributes chemicals, laboratory supplies and equipment in Canada, the United States, South America and Mexico.

	•		On September 1, 2011, we acquired LabPartner (Shanghai) Co., Ltd. (“LabPartner”). LabPartner is based in Shanghai, China and provides lab equipment, reagents, consumables and services for research and development.

	•		On September 1, 2011, we acquired INTERNATIONAL P.B.I. S.p.A. (“PBI”), a leading supplier of laboratory equipment and products in Italy.

The aggregate purchase price for the Acquisitions of approximately $204.4 was funded from cash and cash equivalents on hand and incremental borrowings made under the Company’s Senior Secured Credit Facility. In the aggregate, the assets acquired and liabilities assumed in the Acquisitions were comprised of $42.5 of net tangible assets, $45.7 of intangible assets and a residual amount of $116.2 allocated to goodwill. The purchase price allocations for the acquisitions completed in 2011 are preliminary and may be adjusted subsequently.

The results of ANZ Lab, AMRESCO, BioExpress, Anachemia and LabPartner have been included in our North American Lab segment, and the results of Labart, Alfalab, Trenka and PBI have been included in our European Lab segment, each from their respective dates of acquisition. None of the Acquisitions had an individually material impact on our financial statements. In the aggregate, estimated annual net sales from the Acquisitions are approximately $260.

The following unaudited supplemental pro-forma financial information presents a summary of consolidated results of operations of the Company as if the Acquisitions had occurred as of January 1, 2010:


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2011		2010			2011		2010
Net sales	$	1,077.5	$	964.1		$	3,187.4	$	2,850.5
Income (loss) before income taxes		66.5		(117.7	)		36.9		18.0

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(4) Goodwill and Other Intangible Assets

(a) Impairment of Goodwill and Intangible Assets

We observed a decline in the operating results of our Science Education segment during its seasonally-significant third calendar quarter of 2011. The operating results of this segment continue to be negatively impacted by unfavorable industry conditions and a competitive environment, as U.S. school districts continue to face unprecedented budget shortfalls and funding pressures. Industry conditions have also created increased pricing pressure as competitors seek to restore volume. These developments led us to reduce forecasted sales and profitability for this segment for the remainder of 2011 and the next several years. Accordingly, we performed an interim impairment test of Science Education’s intangible and other long-lived assets as of September 30, 2011.

Indefinite-lived intangible assets are tested for impairment prior to testing of amortizable intangible assets and other long-lived assets. An impairment charge is recognized if the carrying value of indefinite-lived intangible assets exceeds their fair value. The carrying value of Science Education’s indefinite-lived intangible assets, which consist of trademarks and tradenames, was $18.7 as of September 30, 2011, which exceeded their fair value of $15.4. As a result, we recognized a pre-tax impairment charge of $3.3 during the three months ended September 30, 2011. See Note 10(d) for a discussion of our non-recurring fair value measurements of the indefinite-lived intangible assets of Science Education. We reaffirmed that the trademarks and tradenames have indefinite lives because they do not have legal, regulatory, contractual, competitive or economic limitations and are expected to contribute to the generation of cash flows indefinitely.

We evaluated the recoverability of Science Education’s amortizable intangible assets and other long-lived assets by comparing the carrying value of the Science Education asset group to the estimated undiscounted future cash flows expected to be generated by those assets. We determined that the carrying value of the Science Education asset group did not exceed its estimated undiscounted future cash flows as of September 30, 2011. Therefore no impairment was measured or recognized.

In connection with our impairment testing performed as of September 30, 2010, we recognized pre-tax impairment charges of $36.8 million for goodwill and $11.3 million for indefinite-lived intangible assets. As a result, the goodwill of the Science Education reporting unit was fully impaired at that time.

(b) Goodwill

The following table reflects changes in the carrying value of goodwill by segment:


	North American			European			Science
	Lab			Lab			Education		Total
Balance at January 1, 2011	$	948.7		$	808.4		$	—	$	1,757.1
Acquisitions		91.3			10.0			—		101.3
Currency translation changes		(7.0	)		7.1			—		0.1
Other		—			(0.2	)		—		(0.2	)

Balance at September 30, 2011	$	1,033.0		$	825.3		$	—	$	1,858.3

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

The following table provides the gross amount of goodwill and accumulated impairment losses by segment:


	September 30, 2011					December 31, 2010
	Gross		Cumulative			Gross		Cumulative
	Carrying		Impairment			Carrying		Impairment
	Amount		Losses			Amount		Losses
Goodwill
North American Lab	$	1,128.5	$	(95.5	)	$	1,044.2	$	(95.5	)
European Lab		825.3		—			808.4		—
Science Education		99.8		(99.8	)		99.8		(99.8	)

Total	$	2,053.6	$	(195.3	)	$	1,952.4	$	(195.3	)

(c) Other Intangible Assets, Net

The following table provides detail of our other intangible assets:


	September 30, 2011						December 31, 2010
	Gross				Net		Gross				Net
	Carrying		Accumulated		Carrying		Carrying		Accumulated		Carrying
	Amount		Amortization		Amount		Amount		Amortization		Amount
Amortizable intangible assets
Customer relationships
North American Lab	$	786.7	$	162.1	$	624.6	$	765.8	$	132.3	$	633.5
European Lab		484.7		105.2		379.5		478.2		84.7		393.5
Science Education		131.0		27.9		103.1		131.2		23.1		108.1
Chemical supply agreement		54.0		32.8		21.2		53.4		26.7		26.7
Other		22.3		11.1		11.2		16.6		9.1		7.5

Total amortizable intangible assets		1,478.7		339.1		1,139.6		1,445.2		275.9		1,169.3
Indefinite-lived intangible assets
Trademarks and tradenames		686.4		—		686.4		688.9		—		688.9

Total other intangible assets	$	2,165.1	$	339.1	$	1,826.0	$	2,134.1	$	275.9	$	1,858.2

The following table shows amortization expense for each of the reporting periods:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Amortization expense	$	22.3	$	20.2	$	65.7	$	60.6

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(5) Debt

The following is a summary of our debt obligations:


	September 30,			December 31,
	2011			2010
Senior Secured Credit Facility	$	1,512.5		$	1,410.0
10.25%/11.25% Unsecured Senior Notes due 2015		713.0			713.0
10.75% Unsecured Senior Subordinated Notes due 2017		530.0			528.2
Compensating cash balance		207.0			85.4
Capital leases		16.8			19.2
Predecessor Senior Subordinated Notes		1.0			1.0
Other debt		0.3			0.9

Total debt		2,980.6			2,757.7
Less current portion		(344.1	)		(117.4	)

Long-term portion	$	2,636.5		$	2,640.3

(a) Senior Secured Credit Facility

Our Senior Secured Credit Facility is with a syndicate of lenders and provides for aggregate maximum borrowings consisting of (1) term loans denominated in Euros in an aggregate principal amount currently outstanding of €586.5 ($792.0 on a U.S. dollar equivalent basis as of September 30, 2011), (2) term loans denominated in U.S. dollars in an aggregate principal amount currently outstanding of $601.2 and (3) a multi-currency revolving loan facility, providing for an equivalent in U.S. dollars of up to $250.0 in multi-currency revolving loans (inclusive of swingline loans of up to $25.0 and letters of credit of up to $70.0). The term loans will mature on June 30, 2014, and the multi-currency revolving loan facility will mature on June 30, 2013.

As of September 30, 2011, an aggregate U.S. dollar equivalent of $119.3 was outstanding under the multi-currency revolving loan facility, consisting of (1) revolving loans denominated in British pounds sterling of £7.2 ($11.3 on a U.S. dollar equivalent basis) and (2) revolving loans denominated in U.S. dollars of $108.0. In addition, we had $13.1 of undrawn letters of credit outstanding. As of September 30, 2011, we had $117.6 of available borrowing capacity under the multi-currency revolving loan facility.

As of September 30, 2011, interest rates on the U.S. dollar-denominated and Euro-denominated term loans were 2.74% and 3.86%, respectively. Amounts drawn under the multi-currency revolving loan facility bear variable interest rates with a weighted average rate of 2.48% as of September 30, 2011. See Note 10 for information on our interest rate swap arrangements.

(b) Senior Notes and Senior Subordinated Notes

The Senior Notes, which amount to $713.0 as of September 30, 2011, will mature on July 15, 2015. Interest on the Senior Notes is payable twice a year on each January 15 and July 15. In prior periods, the Company could elect to satisfy its interest obligations by increasing the principal amount of the Senior Notes instead of paying cash. All such elections have since expired and interest is payable in cash. Beginning July 15, 2011, the Company, at its option, became able to redeem some or all of the Senior Notes at any time at declining redemption prices that start at 105.125% of their aggregate principal amount and are reduced to 100% of their aggregate principal amount on or after July 15, 2013. We continuously monitor the capital markets to determine whether the Senior Notes should be redeemed prior to maturity; however, we have made no determination regarding redemption at this time.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

The Senior Subordinated Notes are denominated in Euros in an aggregate principal amount outstanding as of September 30, 2011 of €126.9 ($171.3 on a U.S. dollar equivalent basis) and in U.S. dollars in an aggregate principal amount outstanding as of September 30, 2011 of $358.7. The Senior Subordinated Notes will mature on June 30, 2017. Interest on the Senior Subordinated Notes is payable quarterly on March 31, June 30, September 30 and December 31 of each year.

(c) Accounts Receivable Securitization Facility

On November 4, 2011, we entered into an accounts receivable securitization facility (“A/R Facility”) which provides for funding in an aggregate principal amount not to exceed $200.0. The A/R Facility will terminate on November 4, 2014. The A/R Facility involves certain of our wholly-owned subsidiaries (the “Originators”) selling on an on-going basis all of their accounts receivable, together with all related security and interests in the proceeds thereof, without recourse, to a wholly owned, bankruptcy-remote, subsidiary of VWR International, LLC, VWR Receivables Funding, LLC (“VRF”) in exchange for a combination of cash and subordinated notes issued by VRF to the Originators. VRF, in turn, has the ability to sell undivided ownership interests in the accounts receivable, together with customary related security and interests in the proceeds thereof to certain commercial paper conduit purchasers and/or financial institutions in exchange for cash proceeds or letters of credit. The receivables sold to VRF are available first and foremost to satisfy claims of the creditors of VRF and are not available to satisfy the claims of creditors of the Originators or the Company.

Proceeds from the sale of undivided ownership interests in qualifying receivables under the A/R Facility will be reflected as current portion of debt on our consolidated balance sheet. VWR will remain responsible for servicing the receivables sold to third-party entities and financial institutions and will pay certain fees related to the sale of receivables under the A/R Facility.

Availability of funding under the A/R Facility depends primarily upon maintaining sufficient eligible receivables. The facility includes representations and covenants that we consider usual and customary for arrangements of this type and includes a consolidated interest expense test if the Company’s available liquidity is less than $125.0. In addition, borrowings under the A/R Facility are subject to termination upon the occurrence of certain termination events that we also consider usual and customary.

(d) Covenant Compliance

The indentures governing the Senior Notes and Senior Subordinated Notes contain covenants that limit the Company’s ability and that of its restricted subsidiaries to make restricted payments, pay dividends, incur or create additional indebtedness, issue certain types of common and preferred stock, make certain dispositions outside the ordinary course of business, execute certain affiliate transactions, create liens on certain assets of the Company and restricted subsidiaries, and materially change its lines of business.

As of September 30, 2011, the Company was in compliance with all covenants under the Senior Secured Credit Facility and with the indentures and related requirements governing the Senior Notes and Senior Subordinated Notes.

(e) Compensating Cash Balance

Our compensating cash balance represents bank overdraft positions of subsidiaries participating in our global cash pooling arrangement with a third-party bank. Due to the nature of these overdrafts, all amounts have been classified within the current portion of debt as of each period end.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(6) Other Income (Expense), net

Other income (expense), net is comprised of exchange gains and losses from foreign currency transactions and/or translation. We have a significant amount of foreign-denominated debt on our U.S. dollar-denominated balance sheet. The translation of foreign-denominated debt obligations on our U.S. dollar-denominated balance sheet is reported in other income (expense), net, as a foreign currency exchange gain or loss each period. As a result, our operating results are exposed to foreign currency risk, principally with respect to the Euro.

Our net exchange gains of $51.6 for the three months ended September 30, 2011, and $48.1 for the nine months ended September 30, 2010, are substantially related to our recognition of net unrealized gains associated with the weakening of the Euro against the U.S. dollar. Our net exchange losses of $11.4 for the nine months ended September 30, 2011, and $80.7 for the three months ended September 30, 2010, are substantially related to our recognition of net unrealized losses associated with the strengthening of the Euro against the U.S. dollar.

Due to the significant amount of foreign-denominated debt recorded on our U.S. dollar-denominated balance sheet, other income (expense), net may continue to experience significant fluctuations.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(7) Defined Benefit Plans

Net periodic pension (income) cost for our U.S. defined benefit plan (“U.S. Retirement Plan”) and our German, French and UK Plans for each of the reporting periods include the following components:


	Three Months Ended September 30,
	U.S. Retirement Plan						German, French and UK Plans
	2011			2010			2011			2010
Service cost	$	0.2		$	0.1		$	0.6		$	0.5
Interest cost		2.4			2.3			1.6			1.5
Expected return on plan assets		(3.1	)		(3.0	)		(1.1	)		(1.0	)
Recognized net actuarial (gain) loss		(0.1	)		(0.1	)		0.2			0.1

Net periodic pension (income) cost	$	(0.6	)	$	(0.7	)	$	1.3		$	1.1


	Nine Months Ended September 30,
	U.S. Retirement Plan						German, French and UK Plans
	2011			2010			2011			2010
Service cost	$	0.5		$	0.4		$	1.8		$	1.5
Interest cost		7.2			7.0			4.7			4.3
Expected return on plan assets		(9.2	)		(9.0	)		(3.3	)		(2.9	)
Recognized net actuarial (gain) loss		(0.3	)		(0.4	)		0.5			0.3

Net periodic pension (income) cost	$	(1.8	)	$	(2.0	)	$	3.7		$	3.2

The Company made no contributions to the U.S. Retirement Plan during the nine months ended September 30, 2011, and expects to make no contributions during the remainder of 2011. The Company made contributions to our German, French and UK Plans of $0.8 during the the nine months ended September 30, 2011, and expects to make additional contributions of approximately $0.2 during the remainder of 2011.

(8) Share-Based Compensation

Holdings established the 2007 Securities Purchase Plan (the “Plan”) pursuant to which members of management, members of the Board of Directors and certain consultants may be provided the opportunity to purchase equity units of Holdings. Share-based compensation expense associated with the Plan was $0.2 and $0.8 for the three months ended September 30, 2011 and 2010, respectively, and was $2.0 and $2.5 during the nine months ended September 30, 2011 and 2010, respectively. A significant number of equity units became fully vested during the three months ended June 30, 2011. As a result, share-based compensation was lower for the three months ended September 30, 2011, as compared to prior periods, and is expected to remain at these lower levels for future periods.

The equity units issued to management investors are subject to a repurchase obligation as a result of a put option that is outside of our control. We therefore classify all equity units held by management investors outside of permanent equity on our consolidated balance sheet, reflecting the aggregate amount that would be paid to management investors for the equity units pursuant to the put option as of the balance sheet date.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

The following table summarizes the changes to redeemable equity units since January 1, 2011:


Balance at January 1, 2011	$	50.0
Reclassifications from permanent equity, net		5.2
Reclassifications to accrued expenses upon notification of redemption		(1.1	)

Balance at September 30, 2011	$	54.1

(9) Income Taxes

(a) Income Tax (Provision) Benefit

During the three and nine months ended September 30, 2011, we recognized income tax provisions of $11.4 and $12.8, respectively, on pre-tax income of $66.0 and $32.2, respectively. The tax provision recognized for the three months ended September 30, 2011, is comprised of provisions for operating profits of our foreign and domestic operations, including the recognition of interest expense and net exchange gains. The tax provision recognized for the nine months ended September 30, 2011, is comprised of provisions for operating profits of our foreign operations, offset by benefits from domestic operating losses, including the recognition of interest expense and net exchange losses.

During the the three and nine months ended September 30, 2010, we recognized an income tax benefit (provision) of $35.6 and $(13.4), respectively, on pre-tax (loss) income of $(121.2) and $7.1, respectively. The tax benefit recognized for the three months ended September 30, 2010, is primarily the result of domestic net operating losses, including the recognition of significant net exchange losses and an impairment of tax deductible goodwill and intangible assets, partially offset by taxes on operating profits of our foreign operations. The tax provision recognized for the nine months ended September 30, 2010, is primarily the result of operating profits of our foreign operations as well as our recognition of significant net exchange gains in our domestic operations, partially offset by the tax benefit associated with the impairment of tax deductible goodwill and intangible assets.

Our tax benefits or provisions can change significantly due to the volatility of our net exchange gains and losses in our operating results.

(b) Uncertain Tax Positions

We conduct business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S. federal jurisdiction and various state and foreign jurisdictions. In the normal course of business, we are subject to examination by taxing authorities mainly throughout North America and Europe. We have concluded all U.S. federal income tax matters for years through 2005. Substantially all income tax matters in the major foreign jurisdictions that we operate have been concluded for years through 2004. Substantially all state and local income tax matters have also been finalized through 2005.

During the third quarter of 2011, our reserve for unrecognized tax benefits increased by $21.9 as a result of a tax return position that was taken on a tax return filed during the quarter. Additionally, in the first quarter of 2011, the Company withdrew a foreign tax refund claim, which resulted in a reduction of this reserve of $1.2. Each of these changes in the reserve for unrecognized tax benefits only impacted deferred tax assets and had no effect on our consolidated income tax provision for the three and nine months ended September 30, 2011.

While it is reasonably possible that the amount of unrecognized tax benefits ($25.2 as of September 30, 2011) will change in the next twelve months, management does not expect the change to have a significant impact on the results of operations or the financial position of the Company.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(10) Financial Instruments and Fair Value Measurements

Our financial instruments consist primarily of cash and cash equivalents, our compensating cash balance, trade accounts receivable, accounts payable, short and long-term debt, foreign currency forward contracts, interest rate swaps and investments held by certain pension plans we sponsor.

Our financial instruments, other than our trade accounts receivable and payable, are spread across a number of large financial institutions whose credit ratings we actively monitor and believe do not currently carry a material risk of non-performance. Certain of our financial instruments, including our interest rate swap arrangements and foreign currency forward contracts, contain off-balance sheet risk.

(a) Recurring Fair Value Measurements

Fair value is defined as an exit price (i.e., the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date). The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as shown below. An instrument’s classification within the fair value hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

•

Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities

•

Level 2 — Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability

•

Level 3 — Inputs that are unobservable for the asset or liability based on the Company’s own assumptions (about the assumptions market participants would use in pricing the asset or liability)

The carrying amounts reported in the accompanying balance sheets for cash and cash equivalents, our compensating cash balance, trade accounts receivable, accounts payable and current portion of debt approximate fair value due to the short-term nature of these instruments. Accordingly, these items have been excluded from the tables below. The following tables present information about the Company’s material other financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2011 and December 31, 2010:


	September 30,
Description	2011		Level 1		Level 2		Level 3
Liabilities
Interest rate swap arrangements	$	18.6	$	—	$	18.6	$	—


Description	December 31, 2010		Level 1		Level 2		Level 3
Liabilities
Interest rate swap arrangements	$	35.2	$	—	$	35.2	$	—

We determine the fair value of our interest rate swap arrangements using a discounted cash flow model based on the contractual terms of the instrument and using observable inputs such as interest rates, counterparty credit spread and our own credit spread. The discounted cash flow model does not involve significant management judgment and does not incorporate significant unobservable inputs. Accordingly, we classify our interest rate swap valuations within Level 2 of the valuation hierarchy.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(b) Debt Instruments

The table below shows the carrying amounts and estimated fair values of our primary long-term debt instruments:


	September 30, 2011				December 31, 2010
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Senior Secured Credit Facility	$	1,512.5	$	1,405.9	$	1,410.0	$	1,344.3
Senior Notes		713.0		713.0		713.0		748.6
Senior Subordinated Notes		530.0		531.2		528.2		554.6

	$	2,755.5	$	2,650.1	$	2,651.2	$	2,647.5

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

The fair values of our debt instruments are based on estimates using quoted market prices and standard pricing models that take into account the present value of future cash flows as of the respective balance sheet date. We believe that these values qualify as Level 2 measurements, except for the valuation of our publicly-traded Senior Notes which we believe qualifies as a Level 1 measurement.

(c) Derivative Instruments and Hedging Activities

Interest Rate Swap Arrangements

Borrowings under our Senior Secured Credit Facility bear interest at variable rates while our Senior Notes and Senior Subordinated Notes bear interest at fixed rates. The Company manages its exposure to changes in market interest rates by entering into interest rate swaps. The Company is currently party to two interest rate swaps which are not currently designated as hedging instruments. Changes in the fair value of the swaps are recognized as a component of interest expense.

As of September 30, 2011, our interest rate swap arrangements effectively convert $325.0 of variable rate U.S. dollar-denominated debt and €220.0 ($297.1 on a U.S. dollar equivalent basis) of variable rate Euro-denominated debt to fixed rates of interest. The counterparty to our interest rate swap agreements is a major financial institution. The Company actively monitors its asset or liability position under the interest rate swap agreements and the credit ratings of the counterparty in an effort to evaluate the risk of non-performance by the counterparty.

Foreign Currency Forward Contracts

We regularly enter into foreign currency forward contracts to mitigate the risk of changes in foreign currency exchange rates primarily associated with the purchase of inventory from foreign vendors or for payments between our subsidiaries generally within the next twelve months or less. Gains and losses on the foreign currency forward contracts generally offset certain portions of gains and losses on expected commitments. To the extent these foreign currency forward contracts are considered effective hedges, gains and losses on these positions are deferred and recorded in accumulated other comprehensive income (loss) and are recognized in the results of operations when the hedged item affects earnings. The notional value of our outstanding foreign currency forward contracts was $51.2, and the fair value of these contracts was immaterial, as of September 30, 2011.

Tabular Disclosures

The following table reflects the balance sheet classification and fair value of our derivative instruments on a gross basis:

Liability Derivatives

September 30, 2011

December 31, 2010

Balance Sheet

Derivatives not designated as hedging instruments

Location

Fair Value

Location

Fair Value

Interest rate swap arrangements

Other long-term liabilities

18.6

Other long-term liabilities

35.2

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

The following table reflects the amount of gains (losses) recognized for our derivative instruments and the classification of gains (losses) within our statements of operations for the three and nine months ended September 30, 2011 and 2010:


		Amount of Gain (Loss) Recognized in Earnings
		Three Months Ended						Nine Months Ended
Derivatives not designated as hedging	Location of Gain (Loss)	September 30,						September 30,
instruments	Recognized in Earnings	2011			2010			2011			2010

Interest rate swap arrangements — realized	Interest expense	$	(6.7	)	$	(7.7	)	$	(21.1	)	$	(23.3	)
Interest rate swap arrangements — unrealized	Interest expense		5.6			1.0			16.6			6.1

Total		$	(1.1	)	$	(6.7	)	$	(4.5	)	$	(17.2	)


*(d)*		*Non-Recurring Fair Value Measurements*

As discussed in Notes 3 and 4(a), the Company has performed the following non-recurring fair value measurements:

•

During 2011, the Company determined the preliminary fair value of certain intangible assets related to the Acquisitions (see Note 3); and

•

On September 30, 2011, the Company determined the fair value of indefinite-lived intangible assets of the Science Education reporting unit in support of interim tests for impairment (see Note 4(a)).

The following table presents the Company’s nonfinancial assets measured on a non-recurring basis and impairment charges recognized, if applicable, during the nine months ended September 30, 2011:


			Impairment Charges -
			Nine Months Ended
	Fair Value		September 30, 2011
Significant Unobservable Inputs (Level 3)
Acquired intangible assets	$	33.1	Not applicable
Science Education reporting unit — indefinite-lived intangible assets		15.4	$	3.3

			$	3.3

The preliminary fair value of acquired intangible assets was determined using discounted cash flow techniques which included an estimate of future cash flows, consistent with overall cash flow projections used to determine the purchase price paid to acquire the business, discounted at a rate of return that reflect the relative risk of the cash flows.

The fair value of indefinite-lived intangible assets of our Science Education reporting unit was determined using a discounted cash flow approach which incorporates an estimated royalty rate applicable to trademarks and tradenames.

We believe the estimates and assumptions used in the valuation methods are reasonable.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(11) Comprehensive (Loss) Income

Comprehensive (loss) income is determined as follows:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011		2010
Net income (loss)	$	54.6		$	(85.6	)	$	19.4	$	(6.3	)
Other comprehensive income (loss):
Foreign currency translation adjustments		(113.0	)		142.8			6.3		(68.6	)
Unrealized gain on derivatives, net of tax ⁽¹⁾		0.9			0.5			1.1		—
Amortization of realized losses on derivatives, net of tax ⁽²⁾		0.7			0.8			2.2		2.4
Amortization of net actuarial gain, net of tax ⁽³⁾		0.1			—			0.3		(0.1	)

Comprehensive (loss) income	$	(56.7	)	$	58.5		$	29.3	$	(72.6	)


(1)		Unrealized gain on derivatives is presented net of taxes of $0.4 and $0.3 for the three months ended September 30, 2011 and 2010, respectively, and $0.4 for the nine months ended September 30, 2011.

(2)		Amortization of realized losses on derivatives is presented net of taxes of $0.5 for each of the three months ended September 30, 2011 and 2010, and $1.5 for each of the nine months ended September 30, 2011 and 2010.

(3)		Amortization of net actuarial gain is presented net of taxes of $0.1 for each of the three months ended September 30, 2011 and 2010, and $0.2 for the nine months ended September 30, 2011.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(12) Commitments and Contingencies

Our business involves risk of product liability, patent infringement and other claims in the ordinary course of business arising from the products that we source from various manufacturers. Our exposure to such claims may increase as we seek to increase the geographic scope of our sourcing activities and sales of private label products and to the extent that we consummate acquisitions that vertically integrate portions of our business. We maintain insurance policies, including product liability insurance, and in many cases the manufacturers of the products we distribute have indemnified us against such claims. We cannot assure you that our insurance coverage or indemnification agreements with manufacturers will be available in all pending or any future cases brought against us. Furthermore, our ability to recover under any insurance or indemnification arrangements is subject to the financial viability of our insurers, our manufacturers and our manufacturers’ insurers, as well as legal enforcement under the local laws governing the arrangements. In particular, as we seek to expand our sourcing from manufacturers in Asia Pacific and other developing locations, we expect that we will increase our exposure to potential defaults under the related indemnification arrangements. Insurance coverage in general or coverage for certain types of liabilities, such as product liability or patent infringement in these developing markets may not be readily available for purchase or cost-effective for us to purchase. Furthermore, insurance for liability relating to asbestos, lead and silica exposure is not available, and we do not maintain insurance for product recalls. Accordingly, we could be subject to uninsured and unindemnified future liabilities, and an unfavorable result in a case for which adequate insurance or indemnification is not available could result in a material adverse effect on our business, financial condition and results of operations.

During 2005, the German Federal Cartel Office (“GFCO”) initiated an investigation with regard to our European Distribution Agreement with Merck KGaA. The purpose of the investigation is to determine whether this agreement violates or otherwise infringes the general prohibition of anti-competitive agreements under either German or EU rules. We submitted information to the GFCO in response to its initial request. During 2007, the GFCO requested additional information, which we provided. In December 2007, Merck KGaA received a letter from the GFCO, which asserted that the aforementioned agreement is contrary to applicable competition regulations in Germany. In February 2008, we submitted a response to the GFCO. In June 2008, the GFCO requested additional information, which we provided. In May 2009, we and Merck KGaA received a letter from the GFCO, which again asserted that the aforementioned agreement is contrary to applicable competitive regulations in Germany. Following our response to these assertions, in July 2009, the GFCO issued its formal decision that the exclusivity and non-competition provisions of the agreement violate certain provisions of German and EU law and ordered Merck KGaA to either supply chemical products to other distributors in Germany, in addition to us, on non-discriminatory terms or to supply chemical products directly to end customers in Germany without involving any distributors. Merck KGaA and we filed formal appeals of this decision and the competent German appellate court temporarily suspended enforcement of the GFCO’s order. In December 2009, the German appellate court granted partial injunctive relief, but lifted its suspension with respect to a majority of the products covered by the European Distribution Agreement. Following this decision, we and Merck KGaA entered into a separate agreement for the distribution of those products in Germany. The terms of this non-exclusive distribution agreement are also available to other distributors in Germany. In February 2010, the GFCO indicated that it had opened a new investigation with regard to the European Distribution Agreement. In May 2011, the GFCO issued its decision ordering Merck KGaA to amend the schedule of rebates offered to us and other German distributors under the German Distribution Agreement. Merck KGaA appealed this decision and applied for an injunction suspending its enforcement. In August 2011, Merck KGaA’s application for an injunction precluding enforcement of this decision was denied, but its appeal of the May 2011 decision remains pending. At September 30, 2011, the balance of the net amortizable intangible asset related to the entire geographic scope of our European Distribution Agreement with Merck KGaA was $21.2. The outcome of the appeals of the GFCO’s initial decisions or any subsequent investigation is uncertain. We do not believe an adverse ruling in either case would result in a material adverse effect on our business, financial condition or results of operations.

We also are involved in various legal and regulatory cases, claims, assessments and inquiries, which are considered routine to our business and which include being named from time to time as a defendant in cases as a result of our distribution of laboratory supplies, including litigation resulting from the alleged prior distribution of products containing asbestos by certain of our predecessors or acquired companies. While the impact of this litigation has historically been immaterial and we believe the range of reasonably possible loss from current matters continues to be immaterial, there can be no assurance that the impact of the pending and any future claims will not be material to our business, financial condition or results of operations in the future.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

(13) Segment Financial Information

The Company reports financial results on the basis of the following three business segments: North American Lab, European Lab and Science Education. The Company’s operating segments have been identified giving consideration to both geographic areas and the nature of products among businesses within its geographic areas.

Selected segment financial information and reconciliation of reported operating income (loss) by segment to income (loss) before income taxes are presented below. Revenues reported for each operating segment are net of inter-segment activity.


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Net sales
North American Lab	$	612.8	$	525.6	$	1,781.9	$	1,540.9
European Lab		411.0		332.7		1,227.1		1,020.2
Science Education		42.2		45.0		90.3		98.3

Total	$	1,066.0	$	903.3	$	3,099.3	$	2,659.4


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Operating income (loss)
North American Lab	$	34.1		$	31.2		$	107.5		$	90.2
European Lab		32.9			24.4			95.9			71.5
Science Education		(1.7	)		(42.8	)		(9.5	)		(46.4	)

Total		65.3			12.8			193.9			115.3
Interest income		0.8			0.3			2.0			1.4
Interest expense		(51.7	)		(53.6	)		(152.3	)		(157.7	)
Other income (expense), net		51.6			(80.7	)		(11.4	)		48.1

Income (loss) before income taxes	$	66.0		$	(121.2	)	$	32.2		$	7.1

(14) Condensed Consolidating Financial Information

The following tables set forth the condensed consolidating financial statements of the Company. These financial statements are included as a result of the guarantee arrangements relating to our Senior Notes. The Senior Notes are jointly and severally guaranteed on an unsecured basis by each of the Company’s wholly owned U.S. subsidiaries other than its U.S. foreign subsidiary holding companies (collectively, the “Subsidiary Guarantors”). The guarantees are full and unconditional and each of the Subsidiary Guarantors is wholly owned, directly or indirectly, by the Company. These condensed consolidating financial statements have been prepared from the Company’s financial information on the same basis of accounting as the Company’s condensed consolidated financial statements.

The following condensed consolidating financial statements present the balance sheets as of September 30, 2011 and December 31, 2010, statements of operations for the three and nine months ended September 30, 2011 and 2010, and statements of cash flows for the the nine months ended September 30, 2011 and 2010, of (1) the Company (“Parent”), (2) the Subsidiary Guarantors, (3) subsidiaries of the Company that are not guarantors (the “Non-Guarantor Subsidiaries”), (4) elimination entries necessary to consolidate the Company, the Subsidiary Guarantors and the Non-Guarantor Subsidiaries, and (5) the Company on a consolidated basis. The eliminating adjustments primarily reflect inter-company transactions, such as accounts receivable and payable, advances, royalties and profit in inventory eliminations. We have not presented separate notes and other disclosures concerning the Subsidiary Guarantors as we have determined that any material information that would be disclosed in such notes is available in the notes to the Company’s condensed consolidated financial statements.

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

Condensed Consolidating Balance Sheet
September 30, 2011


					Non-
			Subsidiary		Guarantor					Total
	Parent		Guarantors		Subsidiaries		Eliminations			Company
Assets
Current assets:
Cash and cash equivalents	$	—	$	20.3	$	89.0	$	—		$	109.3
Compensating cash balance		—		—		207.0		—			207.0
Trade accounts receivable, net		—		256.0		332.5		—			588.5
Inventories		—		161.4		160.8		—			322.2
Other current assets		0.4		26.0		47.8		—			74.2
Intercompany receivables		12.7		30.9		10.1		(53.7	)		—

Total current assets		13.1		494.6		847.2		(53.7	)		1,301.2
Property and equipment, net		—		92.2		112.1		—			204.3
Goodwill		—		911.9		946.4		—			1,858.3
Other intangible assets, net		—		1,065.4		760.6		—			1,826.0
Deferred income taxes		199.9		—		9.8		(199.9	)		9.8
Investment in subsidiaries		2,652.4		1,740.9		—		(4,393.3	)		—
Other assets		28.0		39.0		4.8		—			71.8
Intercompany loans		1,024.7		90.8		24.7		(1,140.2	)		—

Total assets	$	3,918.1	$	4,434.8	$	2,705.6	$	(5,787.1	)	$	5,271.4


Liabilities, Redeemable Equity Units and Stockholders’ Equity
Current liabilities:
Current portion of debt and capital lease obligations	$	165.9	$	0.3	$	177.9	$	—		$	344.1
Accounts payable		—		233.8		195.7		—			429.5
Accrued expenses		17.0		71.2		123.8		—			212.0
Intercompany payables		7.6		5.1		41.0		(53.7	)		—

Total current liabilities		190.5		310.4		538.4		(53.7	)		985.6
Long-term debt and capital lease obligations		2,621.8		1.0		13.7		—			2,636.5
Other long-term liabilities		18.7		26.2		81.7		—			126.6
Deferred income taxes		—		442.1		232.7		(199.9	)		474.9
Intercompany loans		39.3		1,003.5		97.4		(1,140.2	)		—

Total liabilities		2,870.3		1,783.2		963.9		(1,393.8	)		4,223.6
Redeemable equity units		54.1		—		—		—			54.1
Total stockholders’ equity		993.7		2,651.6		1,741.7		(4,393.3	)		993.7

Total liabilities, redeemable equity units and stockholders’ equity	$	3,918.1	$	4,434.8	$	2,705.6	$	(5,787.1	)	$	5,271.4

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

Condensed Consolidating Balance Sheet
December 31, 2010


					Non-
			Subsidiary		Guarantor					Total
	Parent		Guarantors		Subsidiaries		Eliminations			Company
Assets
Current assets:
Cash and cash equivalents	$	0.4	$	10.5	$	131.2	$	—		$	142.1
Compensating cash balance		—		—		85.4		—			85.4
Trade accounts receivable, net		—		211.4		300.6		—			512.0
Inventories		—		149.1		143.9		—			293.0
Other current assets		—		27.2		46.4		—			73.6
Intercompany receivables		18.5		3.4		—		(21.9	)		—

Total current assets		18.9		401.6		707.5		(21.9	)		1,106.1
Property and equipment, net		—		83.6		110.6		—			194.2
Goodwill		—		867.5		889.6		—			1,757.1
Other intangible assets, net		—		1,071.2		787.0		—			1,858.2
Deferred income taxes		195.8		—		9.8		(195.8	)		9.8
Investment in subsidiaries		2,513.8		1,694.5		—		(4,208.3	)		—
Other assets		33.9		36.3		5.8		—			76.0
Intercompany loans		1,033.0		110.6		21.3		(1,164.9	)		—

Total assets	$	3,795.4	$	4,265.3	$	2,531.6	$	(5,590.9	)	$	5,001.4


Liabilities, Redeemable Equity Units and Stockholders’ Equity
Current liabilities:
Current portion of debt and capital lease obligations	$	28.7	$	0.4	$	88.3	$	—		$	117.4
Accounts payable		—		193.0		213.0		—			406.0
Accrued expenses		35.8		63.5		107.2		—			206.5
Intercompany payables		—		1.0		20.9		(21.9	)		—

Total current liabilities		64.5		257.9		429.4		(21.9	)		729.9
Long-term debt and capital lease obligations		2,622.5		1.1		16.7		—			2,640.3
Other long-term liabilities		35.8		25.5		75.9		—			137.2
Deferred income taxes		—		436.0		238.6		(195.8	)		478.8
Intercompany loans		57.4		1,031.8		75.7		(1,164.9	)		—

Total liabilities		2,780.2		1,752.3		836.3		(1,382.6	)		3,986.2
Redeemable equity units		50.0		—		—		—			50.0
Total stockholders’ equity		965.2		2,513.0		1,695.3		(4,208.3	)		965.2

Total liabilities, redeemable equity units and stockholders’ equity	$	3,795.4	$	4,265.3	$	2,531.6	$	(5,590.9	)	$	5,001.4

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2011


							Non-
				Subsidiary			Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	565.6		$	506.1		$	(5.7	)	$	1,066.0
Cost of goods sold		—			417.7			352.0			(5.7	)		764.0

Gross profit		—			147.9			154.1			—			302.0
Selling, general and administrative expenses		1.0			118.1			124.3			(10.0	)		233.4
Impairment of intangible assets		—			3.3			—			—			3.3

Operating (loss) income		(1.0	)		26.5			29.8			10.0			65.3
Interest expense, net of interest income		(40.7	)		(8.8	)		(1.4	)		—			(50.9	)
Other income (expense), net		56.7			11.5			(6.6	)		(10.0	)		51.6

Income before income taxes and equity in earnings of subsidiaries		15.0			29.2			21.8			—			66.0
Income tax benefit (provision)		13.3			(17.7	)		(7.0	)		—			(11.4	)
Equity in earnings of subsidiaries, net of tax		26.3			14.8			—			(41.1	)		—

Net income	$	54.6		$	26.3		$	14.8		$	(41.1	)	$	54.6

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2010


							Non-
				Subsidiary			Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	502.7		$	404.3		$	(3.7	)	$	903.3
Cost of goods sold		—			372.6			277.9			(3.7	)		646.8

Gross profit		—			130.1			126.4			—			256.5
Selling, general and administrative expenses		0.8			96.7			104.4			(6.3	)		195.6
Impairment of goodwill and intangible assets		—			47.6			0.5			—			48.1

Operating (loss) income		(0.8	)		(14.2	)		21.5			6.3			12.8
Interest expense, net of interest income		(43.1	)		(9.2	)		(1.0	)		—			(53.3	)
Other income (expense), net		(82.2	)		(6.8	)		14.6			(6.3	)		(80.7	)

(Loss) income before income taxes and equity in (loss) earnings of subsidiaries		(126.1	)		(30.2	)		35.1			—			(121.2	)
Income tax benefit (provision)		46.1			(2.1	)		(8.4	)		—			35.6
Equity in (loss) earnings of subsidiaries, net of tax		(5.6	)		26.7			—			(21.1	)		—

Net (loss) income	$	(85.6	)	$	(5.6	)	$	26.7		$	(21.1	)	$	(85.6	)

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2011


							Non-
				Subsidiary			Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	1,611.2		$	1,500.5		$	(12.4	)	$	3,099.3
Cost of goods sold		—			1,198.2			1,033.0			(12.4	)		2,218.8

Gross profit		—			413.0			467.5			—			880.5
Selling, general and administrative expenses		2.4			335.3			375.3			(29.7	)		683.3
Impairment of intangible assets		—			3.3			—			—			3.3

Operating (loss) income		(2.4	)		74.4			92.2			29.7			193.9
Interest expense, net of interest income		(120.5	)		(26.2	)		(3.6	)		—			(150.3	)
Other income (expense), net		(8.2	)		12.2			14.3			(29.7	)		(11.4	)

(Loss) income before income taxes and equity in earnings of subsidiaries		(131.1	)		60.4			102.9			—			32.2
Income tax benefit (provision)		52.4			(36.0	)		(29.2	)		—			(12.8	)
Equity in earnings of subsidiaries, net of tax		98.1			73.7			—			(171.8	)		—

Net income	$	19.4		$	98.1		$	73.7		$	(171.8	)	$	19.4

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2010


							Non-
				Subsidiary			Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net sales	$	—		$	1,435.1		$	1,235.2		$	(10.9	)	$	2,659.4
Cost of goods sold		—			1,062.3			843.6			(10.9	)		1,895.0

Gross profit		—			372.8			391.6			—			764.4
Selling, general and administrative expenses		2.4			291.5			325.9			(18.8	)		601.0
Impairment of goodwill and intangible assets		—			47.6			0.5			—			48.1

Operating (loss) income		(2.4	)		33.7			65.2			18.8			115.3
Interest expense, net of interest income		(127.4	)		(26.4	)		(2.5	)		—			(156.3	)
Other income (expense), net		46.6			27.1			(6.8	)		(18.8	)		48.1

(Loss) income before income taxes and equity in earnings of subsidiaries		(83.2	)		34.4			55.9			—			7.1
Income tax benefit (provision)		35.2			(35.1	)		(13.5	)		—			(13.4	)
Equity in earnings of subsidiaries, net of tax		41.7			42.4			—			(84.1	)		—

Net (loss) income	$	(6.3	)	$	41.7		$	42.4		$	(84.1	)	$	(6.3	)

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2011


							Non-
				Subsidiary			Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net cash (used in) provided by operating activities	$	(146.5	)	$	129.8		$	66.6		$	—		$	49.9

Cash flows from investing activities:
Intercompany investing transactions		47.7			(3.3	)		—			(44.4	)		—
Acquisitions of businesses		(28.9	)		(62.2	)		(77.0	)		—			(168.1	)
Capital expenditures		—			(15.5	)		(9.6	)		—			(25.1	)
Other investing activities, net		—			—			1.7			—			1.7

Net cash provided by (used in) investing activities		18.8			(81.0	)		(84.9	)		(44.4	)		(191.5	)

Cash flows from financing activities:
Intercompany financing transactions		—			(47.7	)		3.3			44.4			—
Proceeds from debt		437.4			—			2.1			—			439.5
Repayment of debt		(343.8	)		(0.2	)		(1.5	)		—			(345.5	)
Other financing activities, net		33.7			8.9			(31.7	)		—			10.9

Net cash provided by (used in) financing activities		127.3			(39.0	)		(27.8	)		44.4			104.9

Effect of exchange rate changes on cash		—			—			3.9			—			3.9

Net (decrease) increase in cash and cash equivalents		(0.4	)		9.8			(42.2	)		—			(32.8	)
Cash and cash equivalents beginning of period		0.4			10.5			131.2			—			142.1

Cash and cash equivalents end of period	$	—		$	20.3		$	89.0		$	—		$	109.3

VWR FUNDING, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements — (Continued)
September 30, 2011
(In millions)
(Unaudited)

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2010


							Non-
				Subsidiary			Guarantor						Total
	Parent			Guarantors			Subsidiaries			Eliminations			Company
Net cash (used in) provided by operating activities	$	(112.1	)	$	141.7		$	34.5		$	—		$	64.1

Cash flows from investing activities:
Intercompany investing transactions		133.0			(0.3	)		—			(132.7	)		—
Acquisitions of businesses		—			—			(33.0	)		—			(33.0	)
Capital expenditures		—			(18.7	)		(7.6	)		—			(26.3	)

Net cash provided by (used in) investing activities		133.0			(19.0	)		(40.6	)		(132.7	)		(59.3	)

Cash flows from financing activities:
Intercompany financing transactions		—			(133.0	)		0.3			132.7			—
Proceeds from debt		110.2			0.1			1.5			—			111.8
Repayment of debt		(132.6	)		(0.3	)		(1.7	)		—			(134.6	)
Other financing activities, net		0.2			0.8			(0.2	)		—			0.8

Net cash used in financing activities		(22.2	)		(132.4	)		(0.1	)		132.7			(22.0	)

Effect of exchange rate changes on cash		—			—			(6.4	)		—			(6.4	)

Net decrease in cash and cash equivalents		(1.3	)		(9.7	)		(12.6	)		—			(23.6	)
Cash and cash equivalents beginning of period		1.3			10.1			113.0			—			124.4

Cash and cash equivalents end of period	$	—		$	0.4		$	100.4		$	—		$	100.8


*Item 2.*		*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 10-Q may constitute forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates” or similar expressions. We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that our assumptions made in connection with the forward-looking statements are reasonable, we cannot assure you that the assumptions and expectations will prove to be correct.

Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Forward-looking statements are not guarantees of performance. You should not place undue reliance on these statements. You should understand that the following important factors, in addition to those discussed in “Item 1A — Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2010, could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

	•		actions by, and our ability to maintain existing business relationships and practices with, suppliers, customers, carriers and other third parties;

	•		loss of any of our key executive officers;

	•		our ability to consummate and integrate acquisitions;

	•		unexpected costs or disruptions to our business or internal controls associated with the implementation of important technology initiatives, including those relating to our enterprise resource planning and e-commerce capabilities;

	•		the effect of political, economic, credit and financial market conditions, inflation and interest rates worldwide;

	•		the effect of changes in laws and regulations, including changes in accounting standards, trade, tax, price controls and other regulatory matters;

	•		our ability to pass through or absorb cost increases from our suppliers;

	•		increased competition from other companies in our industry and our ability to retain or increase our market share in the principal geographical areas in which we operate;

	•		foreign currency exchange rate fluctuations; and

	•		our ability to generate sufficient funds to meet our debt obligations, capital expenditure program requirements, ongoing operating costs, acquisition financing and working capital needs.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q, and we undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The following discussion should be read in conjunction with our condensed consolidated financial statements and related notes included in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q.

Overview

VWR Funding, Inc. offers products and services through its wholly-owned subsidiary, VWR International, LLC (“VWR”), and VWR’s subsidiaries. We distribute laboratory supplies, including chemicals, glassware, equipment, instruments, protective clothing, production supplies and other assorted laboratory products, primarily in North America and Europe. We also provide services, including technical services, on-site storeroom services and laboratory and furniture design, supply and installation. Services comprise a relatively small portion of our net sales. Our business is diversified across products, geographic regions and customer segments.

Consolidated net sales were $1,066.0 million and $3,099.3 million for the three and nine months ended September 30, 2011, respectively, representing an increase of $162.7 million and $439.9 million, respectively, compared to the same periods in 2010. Changes in foreign currency exchange rates and the contribution from acquisitions were favorable to net sales in the three and nine month periods by approximately $95.5 million and $218.4 million, respectively. Excluding changes in foreign currency exchange rates and the contributions from our acquisitions, our comparable net sales growth was $67.2 million or 7.4%, and $221.5 million or 8.3% for the three and nine months ended September 30, 2011, respectively. Comparable net sales growth during the 2011 periods was driven by mid single-digit growth in our North American Lab business and low double-digit growth in our European Lab business. This growth was primarily attributable to increased sales volume from our pharmaceutical and biotechnology customers and our industrial customers, new customer wins, and growth in sales of equipment, instruments and furniture.

Consolidated operating income was $65.3 million and $193.9 million for the three and nine months ended September 30, 2011, respectively, representing an increase of $52.5 million and $78.6 million, respectively, compared to the same periods in 2010. Impairment charges recognized in our Science Education segment negatively impacted operating income by $3.3 million during the three and nine months ended September 30, 2011, and by $48.1 million during the three and nine months ended September 30, 2010. Changes in foreign currency exchange rates and the contribution from acquisitions were favorable to operating income in the three and nine month periods by approximately $3.5 million and $7.6 million, respectively. Excluding impairment charges, changes in foreign currency exchange rates and the contributions from acquisitions, our comparable operating income growth was $4.2 million or 6.9%, and $26.2 million or 16.0%, for the three and nine months ended September 30, 2011, respectively, which was driven by increased gross profit due to the increase in net sales, slightly offset by increased selling, general and administrative (“SG&A”) expenses due to incremental costs to support the growth in our business, increases in personnel costs, and charges for organizational changes and cost control measures to enhance sales effectiveness.

We recognized consolidated net income of $54.6 million and $19.4 million during the three and nine months ended September 30, 2011, respectively, and consolidated net losses of $85.6 million and $6.3 million during the three and nine months ended September 30, 2010, respectively. The fluctuation between net income and net loss is primarily attributable to our recognition of net unrealized translation gains and losses associated with our Euro-denominated debt, net of related income tax effects.

Factors Affecting Our Operating Results

General

As a result of the acquisition of the Company by affiliates of Madison Dearborn Partners, LLC in June 2007, we have a significant amount of goodwill and other intangible assets, we are highly leveraged and we have a significant amount of foreign-denominated debt on our U.S. dollar-denominated balance sheet. These and other related factors have had, and will continue to have, a significant impact on our financial condition and results of operations.

Impairments of Goodwill and Intangible Assets

We carry significant amounts of goodwill and intangible assets, including indefinite-lived intangible assets, on our balance sheet. During the third quarter of 2011, we recognized aggregate impairment charges of $3.3 million related to impairment of intangible assets in our Science Education reporting unit. During the third quarter of 2010, we recognized aggregate impairment charges of $48.1 million relating to impairments of goodwill and intangible assets in our Science Education reporting unit. The impairment charges were caused by continuing negative macroeconomic and industry-specific factors, in particular the continued reduction in spending by schools in response to the prolonged negative economic conditions and the resultant uncertainty in state and local sources of funding. See Notes 4(a) and 10(d) included in “Item 1. Financial Statements” for more information on our recent impairment assessments and associated fair value measurements.

Our presentation of results from comparable operations excludes the effect of impairment charges, which we believe provides a useful means to measure our operating performance.

We may recognize additional impairment charges in the future should our operating results or market conditions decline significantly due to, among other things, ongoing or worsening recessionary or other macroeconomic pressures. Refer to “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2010 for a description of the Company’s critical accounting policies, including a discussion of risks and uncertainties associated with accounting for our goodwill and intangible assets.

Foreign Currency

We maintain operations primarily in North America and in Europe. Through the first nine months of 2011, approximately half of our net sales originated in currencies other than the U.S. dollar, principally the Euro, the British pound sterling and the Canadian dollar. As a result, changes in our reported results include the impact of changes in foreign currency exchange rates.

Our presentation of results from comparable operations excludes the impact of fluctuations in foreign exchange rates. We calculate the approximate impact of changes in foreign exchange rates by comparing our current period results derived using current period average exchange rates to our current period results recalculated using average foreign exchange rates in effect during the comparable prior period(s). We believe that removing the impact of fluctuations in foreign exchange rates provides a useful means to measure our operating performance.

We have a significant amount of foreign-denominated debt on our U.S. dollar-denominated balance sheet. The translation of foreign-denominated debt obligations that are recorded on our U.S. dollar-denominated balance sheet is recorded in other income (expense), net as a foreign currency exchange gain or loss each period. As a result, our operating results are exposed to fluctuations in foreign currency exchange rates, principally with respect to the Euro.

Our net exchange gains of $51.6 million for the three months ended September 30, 2011, and $48.1 million for the nine months ended September 30, 2010, are substantially related to our recognition of net unrealized gains associated with the weakening of the Euro against the U.S. dollar. Our net exchange losses of $11.4 million for the nine months ended September 30, 2011 and $80.7 million for the three months ended September 30, 2010 are substantially related to our recognition of net unrealized losses associated with the strengthening of the Euro against the U.S. dollar.

Acquisitions

The Company made the following acquisitions during 2011 and 2010:


		Product / Service		Reportable
Acquisition Date	Entity/Business Name	Offering	Location	Segment
September 1, 2011	INTERNATIONAL P.B.I. S.p.A. (“PBI”)	Laboratory supply	Italy	European Lab

September 1, 2011	LabPartner (Shanghai) Co., Ltd. (“LabPartner”)	Laboratory supply	China	North American Lab

August 1, 2011	Anachemia Canada Inc. (“Anachemia”)	Laboratory supply	Canada	North American Lab

June 1, 2011	BioExpress Corp. (“BioExpress”)	Laboratory supply	United States	North American Lab

May 2, 2011	Trenka Industriebedarf Handelsgesellschaft m.b.H. (“Trenka”)	Testing and safety equipment	Austria	European Lab

March 31, 2011	Alfalab Hurtownia Chemiczna Sp. z o.o (“Alfalab”)	Laboratory supply	Poland	European Lab

February 1, 2011	AMRESCO Inc. (“AMRESCO”)	Biochemical and reagent manufacturing	United States	North American Lab

September 1, 2010	Labart sp. z o.o. (“Labart”)	Laboratory supply	Poland	European Lab

September 1, 2010	Quantum Scientific, Crown Scientific and Global Science (collectively “ANZ Lab”)	Laboratory supply	Australia & New Zealand	North American Lab

The acquisitions noted above were funded through a combination of cash and cash equivalents on hand and incremental borrowings made under the Company’s Senior Secured Credit Facility.

The operating results of the acquired entities are included in the operating results of the respective business segments from the date of acquisition. Our presentation of results from comparable operations excludes the contribution from acquisitions to the extent such contributions were not present in the comparable period, which we believe provides a useful means to measure our operating performance.

Results of Operations

Net Sales

The following table presents net sales and net sales changes by reportable segment for the three and nine months ended September 30, 2011 and 2010 (in millions):


	Three Months Ended September 30,										Nine Months Ended September 30,
					Change										Change
	2011		2010		Amount			%			2011		2010		Amount			%
North American Lab	$	612.8	$	525.6	$	87.2			16.6	%	$	1,781.9	$	1,540.9	$	241.0			15.6	%
European Lab		411.0		332.7		78.3			23.5	%		1,227.1		1,020.2		206.9			20.3	%
Science Education		42.2		45.0		(2.8	)		(6.2	%)		90.3		98.3		(8.0	)		(8.1	)%

Total	$	1,066.0	$	903.3	$	162.7			18.0	%	$	3,099.3	$	2,659.4	$	439.9			16.5	%

Net sales for the three and nine months ended September 30, 2011, increased $162.7 million or 18.0% and $439.9 million or 16.5%, respectively, from the comparable periods of 2010. Changes in foreign currency exchange rates and the contribution from the acquisitions of PBI, LabPartner, Anachemia, BioExpress, Trenka, Alfalab, AMRESCO, Labart and ANZ Lab (collectively, the “Acquisitions”) caused net sales to increase by approximately $95.5 million and $218.4 million during the three and nine months ended September 30, 2011, respectively. Accordingly, net sales from comparable operations increased approximately $67.2 million or 7.4% and $221.5 million or 8.3% during the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010.

Net sales of consumable products (including chemicals) within the laboratory distribution businesses exhibited low double-digit growth during the three and nine months ended September 30, 2011, compared to the same periods of 2010. Net sales of capital goods (including equipment, instruments and furniture) within the laboratory distribution businesses exhibited mid single-digit growth and high single-digit growth during the three and nine months ended September 30, 2011, respectively, compared to the same periods of 2010. Net sales to pharmaceutical and biotechnology customers experienced low double-digit increases during the three and nine months ended September 30, 2011, compared to the same periods of 2010. Net sales to industrial customers reflected high single-digit growth during the three and nine months ended September 30, 2011, compared to the same periods of 2010. Net sales to educational entities experienced high single-digit growth during the three and nine months ended September 30, 2011, compared to the same periods of 2010. Net sales to governmental entities experienced mid single-digit growth over the same periods.

Net sales in our North American Lab segment for the three and nine months ended September 30, 2011, increased $87.2 million or 16.6% and $241.0 million or 15.6%, respectively, from the comparable periods of 2010. Changes in foreign currency exchange rates and the contribution from acquisitions caused net sales to increase by approximately $51.6 million and $112.1 million during the three and nine months ended September 30, 2011, respectively. Accordingly, net sales from comparable operations increased approximately $35.6 million or 6.8% and $128.9 million or 8.4% for the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010.

Net sales in our European Lab segment for the three and nine months ended September 30, 2011, increased $78.3 million or 23.5% and $206.9 million or 20.3%, respectively, from the comparable periods of 2010. Changes in foreign currency exchange rates and the contribution from acquisitions caused net sales to increase by approximately $43.9 million and $106.3 million during the three and nine months ended September 30, 2011, respectively. Accordingly, net sales from comparable operations increased approximately $34.4 million or 10.3% and $100.6 million or 9.9% during the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010.

Net sales in our Science Education segment for the three and nine months ended September 30, 2011, decreased $2.8 million or 6.2% and $8.0 million or 8.1%, respectively, from the comparable periods of 2010. These decreases are primarily due to reductions in sales volume across our core science supplies businesses, and to a lesser extent, our retail businesses. Our Science Education segment continues to be negatively impacted by unfavorable industry conditions and the resulting reduction in discretionary spending by schools in the United States.

Gross Profit

The following table presents gross profit and gross profit as a percentage of net sales for the three and nine months ended September 30, 2011 and 2010 (in millions):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Gross profit	$	302.0		$	256.5		$	880.5		$	764.4
Percentage of net sales (gross margin)		28.3	%		28.4	%		28.4	%		28.7	%

Gross profit for the three and nine months ended September 30, 2011, increased $45.5 million or 17.7% and $116.1 million or 15.2%, respectively, from the comparable periods of 2010. Changes in foreign currency exchange rates and the contribution from the Acquisitions caused gross profit to increase by approximately $29.2 million and $68.9 million during the three and nine months ended September 30, 2011, respectively. Accordingly, gross profit from comparable operations increased approximately $16.3 million or 6.4% and $47.2 million or 6.2% for the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010.

Consolidated gross margin decreased approximately 10 basis points to 28.3% and decreased approximately 30 basis points to 28.4% during the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010. The decrease in gross margin was principally driven by changes in product mix associated with our net sales growth in our North American Lab and European Lab segments.

Selling, General and Administrative Expenses

The following table presents SG&A expenses and SG&A expenses as a percentage of net sales for the three and nine months ended September 30, 2011 and 2010 (in millions):


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Selling, general and administrative expenses	$	233.4		$	195.6		$	683.3		$	601.0
Percentage of net sales		21.9	%		21.7	%		22.0	%		22.6	%

SG&A expenses for the three and nine months ended September 30, 2011, increased $37.8 million or 19.3% and $82.3 million or 13.7%, respectively, from the comparable periods of 2010. Changes in foreign currency exchange rates and the contribution from the Acquisitions caused SG&A expenses to increase by approximately $25.7 million and $61.3 million during the three and nine months ended September 30, 2011, respectively. Accordingly, SG&A expenses from comparable operations increased approximately $12.1 million or 6.2% and $21.0 million or 3.5% for the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010.

SG&A expenses for the three and nine months ended September 30, 2011, included $5.8 million of charges for organizational changes and cost control measures to enhance sales effectiveness, of which $2.9 million is related to North American Lab, $0.5 million is related to European Lab, and $2.4 million is related to Science Education. There were no such charges included in SG&A expenses during the three months ended September 30, 2010, and SG&A expenses for the nine months ended September 30, 2010, included charges of $3.0 million for North American Lab cost reduction initiatives. Excluding these charges, SG&A expenses from comparable operations were up 3.2% and 3.0% for the three and nine month periods in 2011, respectively, which is primarily attributable to increases in wage rates and related personnel costs as well as incremental costs to support the growth in our business.

Operating Income (Loss)

The following table presents operating income (loss) and operating income (loss) as a percentage of net sales by reportable segment for the three and nine months ended September 30, 2011 and 2010 (in millions):


	Three Months Ended September 30,												Nine Months Ended September 30,
				% of Net						% of Net						% of Net						% of Net
	2011			Sales			2010			Sales			2011			Sales			2010			Sales
North American Lab	$	34.1			5.6	%	$	31.2			5.9	%	$	107.5			6.0	%	$	90.2			5.9	%
European Lab		32.9			8.0	%		24.4			7.3	%		95.9			7.8	%		71.5			7.0	%
Science Education		(1.7	)		(4.0	)%		(42.8	)		(95.1	)%		(9.5	)		(10.5	)%		(46.4	)		(47.2	)%

Total	$	65.3			6.1	%	$	12.8			1.4	%	$	193.9			6.3	%	$	115.3			4.3	%

Operating income for the three and nine months ended September 30, 2011, increased $52.5 million and $78.6 million, respectively, from the comparable periods of 2010. Impairment charges recognized in our Science Education segment negatively impacted operating income by $3.3 million during the three and nine months ended September 30, 2011, and by $48.1 million during the three and nine months ended September 30, 2010. Changes in foreign currency exchange rates and the contribution from the Acquisitions caused operating income to increase approximately $3.5 million and $7.6 million during the three and nine months ended September 30, 2011. Accordingly, operating income from comparable operations increased approximately $4.2 million or 6.9% and $26.2 million or 16.0% for the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010.

Operating income in our North American Lab segment for the three and nine months ended September 30, 2011, increased $2.9 million or 9.3% and $17.3 million or 19.2%, respectively, from the comparable periods of 2010. Changes in foreign currency exchange rates and the contribution from acquisitions caused operating income to increase approximately $2.0 million and $3.8 million during the three and nine months ended September 30, 2011, respectively. Accordingly, operating income from comparable operations increased approximately $0.9 million or 2.9% and $13.5 million or 15.0% for the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010. The increase in operating income for the three and nine months ended September 30, 2011, was the result of increased gross profit of $8.6 million and $24.2 million, respectively, partially offset by increases in SG&A expenses of $7.7 million and $10.7 million, respectively.

Operating income in our European Lab segment for the three and nine months ended September 30, 2011, increased $8.5 million or 34.8% and $24.4 million or 34.1%, respectively, from the comparable periods of 2010. Changes in foreign currency exchange rates, net of the contribution from acquisitions caused operating income to increase approximately $1.5 million and $3.8 million during the three and nine months ended September 30, 2011, respectively. Accordingly, operating income from comparable operations increased approximately $7.0 million or 28.7% and $20.6 million or 28.8%, during the three and nine months ended September 30, 2011, respectively, from the comparable periods of 2010. The increase in operating income for the three and nine months ended September 30, 2011, was the result of increased gross profit of $8.9 million and $26.4 million, respectively, partially offset by increases in SG&A expenses of $1.9 million and $5.8 million, respectively.

Operating results in our Science Education segment for the three and nine months ended September 30, 2011, increased by $41.1 million and $36.9 million, respectively, from the comparable periods of 2010. Impairment charges taken during 2011 were significantly less than those charges taken during 2010 and were partially offset by decreased gross profit of $1.2 million and $3.4 million and additional SG&A expenses of $2.5 million and $4.5 million during the three and nine months ended September 30, 2011, respectively.

Interest Expense, Net of Interest Income

Interest expense, net of interest income decreased $2.4 million for the three months ended September 30, 2011, and decreased $6.0 million for the nine months ended September 30, 2011, from the comparable periods of 2010. The decrease in net interest expense for the three and nine months ended September 30, 2011, was driven by decreases in the fair value of our interest rate swaps, partially offset by higher interest rates on our variable rate Euro-denominated debt, the strengthening of the Euro against the U.S. Dollar, and incremental borrowings on our credit facility. We recognized $5.6 million and $16.6 million of net unrealized gains on interest rate swaps during the three and nine months ended September 30, 2011, respectively, compared with $1.0 million and $6.1 million during the comparable periods of 2010. The variability in the fair value of our interest rate swaps is primarily attributable to changes in forecasted market rates of interest. We do not currently apply hedge accounting for our interest rate swap arrangements and therefore net interest expense may continue to fluctuate in future periods.

Other Income (Expense), Net

Other income (expense), net is comprised of exchange gains and losses from foreign currency transactions and/or translation. Our net exchange gains of $51.6 million for the three months ended September 30, 2011, and $48.1 million for the nine months ended September 30, 2010, were substantially related to our recognition of net unrealized gains associated with the weakening of the Euro against the U.S. dollar. Our net exchange losses of $11.4 million for the nine months ended September 30, 2011, and $80.7 million for the three months ended September 30, 2010, were substantially related to our recognition of net unrealized losses associated with the strengthening of the Euro against the U.S. dollar. Due to the significant amount of foreign-denominated debt recorded on our U.S. dollar-denominated balance sheet, other income (expense), net may continue to experience significant fluctuations.

Income Taxes

During the three and nine months ended September 30, 2011, we recognized income tax provisions of $(11.4) million and $(12.8) million, respectively, on pre-tax income of $66.0 million and $32.2 million, respectively. The tax provision recognized for the three months ended September 30, 2011 is comprised of provisions for operating profits of our foreign operations and domestic operating profits, including the recognition of interest expense and the exchange gains. The tax provision recognized for the nine months ended September 30, 2011 is comprised of provisions for operating profits of our foreign operations, offset by benefits from domestic operating losses, including the recognition of interest expense and net exchange losses.

During the the three and nine months ended September 30, 2010, we recognized an income tax benefit (provision) of $35.6 million and $(13.4) million, respectively, on pre-tax (loss) income of $(121.2) million and $7.1 million, respectively. The tax benefit recognized for the three months ended September 30, 2010, is primarily the result of domestic net operating losses, including the recognition of significant net exchange losses and an impairment of tax deductible goodwill and intangible assets, partially offset by taxes on operating profits of our foreign operations. The tax provision recognized for the nine months ended September 30, 2010, is primarily the result of operating profits of our foreign operations as well as our recognition of significant net exchange gains in our domestic operations, partially offset by the tax benefit associated with the impairment of tax deductible goodwill and intangible assets.

Our tax benefits or provisions and our effective tax rates can change significantly due to the volatility of our net exchange gains and losses in our operating results. See Note 9 in “Item 8 — Financial Statements and Supplementary Data” of our Annual Report on Form 10-K for the year ended December 31, 2010, for a description of common differences between our effective tax rate and the tax rate calculated by applying the U.S. federal statutory rate.

Liquidity and Capital Resources

As of September 30, 2011, we had $109.3 million of cash and cash equivalents on hand and our compensating cash balance totaled $207.0 million. As of September 30, 2011, we had $2,980.6 million of outstanding indebtedness, including $1,512.5 million of indebtedness under our Senior Secured Credit Facility, $713.0 million of Senior Notes, $530.0 million of Senior Subordinated Notes and $207.0 million of compensating cash indebtedness.

We had unused availability of $117.6 million under our multi-currency revolving loan facility (which is a component of our Senior Secured Credit Facility) as of September 30, 2011. Borrowings under the multi-currency revolving loan facility are a key source of our liquidity. The average borrowings outstanding under our multi-currency revolving loan facility during the three and nine months ended September 30, 2011, were approximately $116.6 million and $92.8 million, respectively. Periodically, our liquidity needs cause the aggregate amount of outstanding borrowings under our multi-currency revolving loan facility to fluctuate. Accordingly, the amount of credit available to us can increase or decrease based on changes in our operating cash flows, debt service requirements, working capital needs and acquisition and investment activities. All borrowings under the multi-currency revolving loan facility and term loans bear interest at variable rates consisting of a base rate plus a variable margin.

The Senior Secured Credit Facility does not contain any financial maintenance covenants that require the Company to comply with specified financial ratios or tests, such as a minimum interest expense coverage ratio or a maximum leverage ratio, unless the Company wishes to make certain acquisitions, incur additional indebtedness associated with certain acquisitions or make certain restricted payments. The indentures governing the Senior Notes and Senior Subordinated Notes contain covenants that, among other things, limit the Company’s ability and that of its restricted subsidiaries to make restricted payments, pay dividends, incur or create additional indebtedness, issue certain types of common and preferred stock, make certain dispositions outside the ordinary course of business, execute certain affiliate transactions, create liens on certain assets of the Company and restricted subsidiaries, and materially change our lines of business. As of September 30, 2011, the Company was in compliance with the covenants under the Senior Secured Credit Facility and with the indentures and related requirements governing the Senior Notes and Senior Subordinated Notes.

Subject to the Company’s continued compliance with its covenants, the Company may request additional tranches of term loans or increases in the amount of commitments under the Senior Secured Credit Facility. The actual extension of any such incremental term loans or increases in commitments would be subject to the Company and its lenders reaching agreement on applicable terms and conditions, which may depend on market conditions at the time of any request. From time to time, the Company also considers other available financing alternatives.

Beginning July 15, 2011, the Company, at its option, became able to redeem some or all of the Senior Notes at any time at declining redemption prices that start at 105.125% of their aggregate principal amount and are reduced to 100% of their aggregate principal amount on or after July 15, 2013. We continuously monitor the capital markets to determine whether the Senior Notes should be redeemed prior to maturity; however, we have made no determination regarding redemption at this time.

Foreign exchange ceilings imposed by local governments, regulatory requirements applicable to certain of our subsidiaries and the sometimes lengthy approval processes which foreign governments require for international cash transfers may restrict our internal cash movements from time to time. We expect to reinvest a significant portion of our cash and earnings outside of the United States because we anticipate that a significant portion of our opportunities for future growth will be abroad. Thus, we have not provided U.S. federal income, state income or foreign withholding taxes on our non-U.S. subsidiaries’s undistributed earnings that have been indefinitely invested abroad. As of September 30, 2011, $69.5 million of our $109.3 million of cash and cash equivalents is held by our foreign subsidiaries. If these foreign cash and cash equivalents were repatriated to the United States we may be required to pay income taxes on the amounts repatriated. We do not intend to repatriate our foreign cash and cash equivalents.

On November 4, 2011, we entered into an accounts receivable securitization facility (“A/R Facility”) which provides for funding in an aggregate principal amount not to exceed $200.0 million. The A/R Facility will terminate on November 4, 2014. The A/R Facility involves certain of our wholly-owned subsidiaries (the “Originators”) selling on an on-going basis all of their accounts receivable, together with all related security and interests in the proceeds thereof to a wholly owned, bankruptcy-remote, subsidiary of VWR International, LLC, VWR Receivables Funding, LLC (“VRF”) in exchange for a combination of cash and subordinated notes issued by VRF to the Originators. VRF, in turn, has the ability to sell undivided ownership interests in the accounts receivable, together with customary related security and interests in the proceeds thereof to certain commercial paper conduit purchasers and/or financial institutions in exchange for cash proceeds or letters of credit. The receivables sold to VRF are available first and foremost to satisfy claims of the creditors of VRF and are not available to satisfy the claims of creditors of the Originators or the Company.

Availability of funding under the A/R Facility depends primarily upon maintaining sufficient eligible receivables. The facility includes representations and covenants that we consider usual and customary for arrangements of this type and includes a consolidated interest expense test if the Company’s available liquidity is less than $125.0 million. In addition, borrowings under the A/R Facility are subject to termination upon the occurrence of certain termination events that we also consider usual and customary.

Based on the terms and conditions of these debt obligations and our current operations and expectations for future growth, we believe that cash generated from operations, together with available borrowings under our multi-currency revolving loan facility and our A/R Facility will be adequate to permit us to meet our current and expected operating, capital investment, acquisition financing and debt service obligations prior to maturity, although no assurance can be given in this regard. The majority of our long-term debt obligations will mature between 2014 and 2017, although the revolving loan portion of our Senior Secured Credit Facility is scheduled to mature in 2013. We currently intend to reduce our debt to earnings ratio in advance of these maturities, which we believe will be important as we seek to refinance or otherwise satisfy these debt obligations.

Our future financial and operating performance, ability to service or refinance our debt and ability to comply with covenants and restrictions contained in our debt agreements will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control and will be substantially dependent on the global economy, demand for our products, and our ability to successfully implement our business strategies. We continue to assess the potential impact of current market conditions on various aspects of our liquidity, financial condition and results of operations, including, but not limited to, the continued availability and general creditworthiness of our financial instrument counterparties, the impact of market conditions on our customers, suppliers and insurers and the general recoverability and realizability of our long-lived assets and certain financial instruments, including investments held under our defined benefit pension plans.

Historical Cash Flows

Operating Activities

The following table presents cash flow from operations before investing and financing activities related to operations and working capital (in millions):


	Nine Months Ended September 30,
	2011			2010
Cash flow from operations, excluding working capital	$	111.0		$	88.2
Cash flow from working capital changes, net		(61.1	)		(24.1	)

Cash flow from operations	$	49.9		$	64.1

Cash flow from operations was $49.9 million and $64.1 million during the nine months ended September 30, 2011 and 2010, respectively. The decrease in cash flow from operations is primarily attributable to higher cash paid for interest and changes in certain working capital components, partially offset by increased earnings and lower payments for income taxes. We paid cash interest of $174.1 million and $134.0 million during the nine months ended September 30, 2011 and 2010, respectively. Cash interest was significantly lower in the 2010 period as a result of our January 2010 election to increase the principal amount of the Senior Notes by $38.0 million in lieu of cash interest.

Cash outflows associated with trade accounts receivable increased during the 2011 period, when compared to the 2010 period, primarily due to increased sales volume. Cash flow for accounts payable and accrued expenses was negative primarily due to timing.

Investing Activities

Net cash used in investing activities was $191.5 million and $59.3 million during the nine months ended September 30, 2011 and 2010, respectively. This increase was primarily attributable to the funding of recent acquisitions discussed above. We expect capital expenditures for the year ending December 31, 2011, to be approximately $35 to $40 million.

Financing Activities

Net cash provided by (used in) financing activities was $104.9 million and $(22.0) million during the nine months ended September 30, 2011 and 2010, respectively. Cash provided by financing activities in the 2011 period was primarily attributable to $94.1 million of net cash proceeds from our revolving credit facility. Cash used in the 2010 period was primarily attributable to $22.8 million of net repayments of debt, primarily relating to an excess cash flow payment we made in March 2010 under our Senior Secured Credit Facility.

Contractual Obligations

The Company is obligated to make future payments under various contracts such as debt agreements, lease agreements and pension and other long-term obligations. During the nine months ended September 30, 2011, we borrowed additional amounts under our multi-currency revolving loan facility, which is described in Note 5 in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q. There have been no other material changes to contractual obligations as reflected in “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2010.

Commitments and Contingencies

Refer to Note 13 in “Item 8 — Financial Statements and Supplementary Data” in our Annual Report on Form 10-K for the year ended December 31, 2010, and Note 12 in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We are not involved in any off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Refer to “Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2010, for a description of the Company’s critical accounting policies.

New Accounting Standards

For information regarding the Company’s implementation and impact of new accounting standards, see Note 2 in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q.


*Item 3.*		*Quantitative and Qualitative Disclosures about Market Risk*

We are exposed to the impact of changes in interest rates and foreign currency exchange rates. Refer to “Item 7A — Quantitative and Qualitative Disclosures about Market Risk” included in our Annual Report on Form 10-K for the year ended December 31, 2010, for the Company’s quantitative and qualitative disclosures about market risk. There was no material change in such information as of September 30, 2011.


*Item 4.*		*Controls and Procedures*

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of September 30, 2011. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of September 30, 2011, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level. There have been no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the quarter ended September 30, 2011, that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION


*Item 1.*		*Legal Proceedings*

For information regarding legal proceedings, see Note 12 in “Item 1. Financial Statements” of this Quarterly Report on Form 10-Q, which information is incorporated into this item by reference.


*Item 1A.*		*Risk Factors*

There have been no material changes to the risk factors that are included in our Annual Report on Form 10-K for the year ended December 31, 2010, that could affect our business, results of operations and financial condition.


*Item 6.*		*Exhibits*


Exhibit
Number		Description of Documents	Method of Filing
	10.1	General Release, dated September 19, 2011, between VWR Management Services, LLC and Matthew Malenfant*	Filed herewith.

	10.2	Receivables Purchase Agreement, dated November 4, 2011, among VWR Receivables Funding, LLC, VWR International, LLC, the various conduit purchasers from time to time party thereto, the various related committed purchasers from time to time party thereto, the various purchaser agents from time to time party thereto, the various LC participants from time to time party thereto and PNC Bank, National Association, as Administrator and LC Bank	Filed herewith.

	10.3	Purchase and Sale Agreement, dated November 4, 2011, between the various entities listed on Schedule I thereto as Originators and VWR Receivables Funding, LLC	Filed herewith.

	31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

	31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

	32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).	Furnished herewith.

	32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).	Furnished herewith.

101.INS		XBRL Instance Document.	Furnished herewith.

101.SCH		XBRL Taxonomy Extension Schema Document.	Furnished herewith.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.	Furnished herewith.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.	Furnished herewith.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.	Furnished herewith.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.	Furnished herewith.


*		Denotes management contract or compensatory plan, contract or arrangement.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	VWR FUNDING, INC.
Date: November 9, 2011	By:	/s/ Theresa A. Balog
		Name:	Theresa A. Balog
		Title:	Vice President and Corporate Controller (Chief Accounting Officer and Duly Authorized Officer)

EXHIBIT INDEX


Exhibit
Number		Description of Documents	Method of Filing
	10.1	General Release, dated September 19, 2011, between VWR Management Services, LLC and Matthew Malenfant*	Filed herewith.

	10.2	Receivables Purchase Agreement, dated November 4, 2011, among VWR Receivables Funding, LLC, VWR International, LLC, the various conduit purchasers from time to time party thereto, the various related committed purchasers from time to time party thereto, the various purchaser agents from time to time party thereto, the various LC participants from time to time party thereto and PNC Bank, National Association, as Administrator and LC Bank	Filed herewith.

	10.3	Purchase and Sale Agreement, dated November 4, 2011, between the various entities listed on Schedule I thereto as Originators and VWR Receivables Funding, LLC	Filed herewith.

	31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

	31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed herewith.

	32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).	Furnished herewith.

	32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).	Furnished herewith.

101.INS		XBRL Instance Document.	Furnished herewith.

101.SCH		XBRL Taxonomy Extension Schema Document.	Furnished herewith.

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document.	Furnished herewith.

101.LAB		XBRL Taxonomy Extension Label Linkbase Document.	Furnished herewith.

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document.	Furnished herewith.

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document.	Furnished herewith.


*		Denotes management contract or compensatory plan, contract or arrangement.

Exhibit 10.1

GENERAL RELEASE

I, Matthew Malenfant, in consideration of and subject to the performance by VWR Management Services LLC (together with its affiliates, the “ Company ”), of its obligations under the Letter Agreement, dated as of December 20, 2010 (the “ Agreement ”), do hereby release and forever discharge as of the date hereof the Company and its affiliates, including VWR International, LLC, and all present and former directors, officers, agents, representatives, employees, successors and assigns of the Company and its affiliates and the Company’s direct or indirect owners (collectively, the “ Released Parties ”) to the extent provided below and agree to the following terms:

I understand that any payments or benefits paid or granted to me under the “Severance/Restrictive Covenants” section of the Agreement and under Section 10 of this General Release represent, in part, consideration for signing this General Release and are not salary, wages or benefits to which I was already entitled. I understand and agree that I will not receive the payments and benefits specified in the “Severance/Restrictive Covenants” section of the Agreement or under Section 10 of this General Release unless I execute this General Release and do not revoke this General Release within the time period permitted hereafter or breach this General Release. I also acknowledge and represent that I have received all payments and benefits that I am entitled to receive (as of the date hereof) by virtue of any employment by the Company.

Except as provided in paragraph 4 below and except for the provisions of the Agreement which expressly survive the termination of my employment with the Company, I knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns) release and forever discharge the Company and the other Released Parties from any and all claims, suits, controversies, actions, causes of action, cross-claims, counter-claims, demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or liabilities of any nature whatsoever in law and in equity, both past and present (through the date this General Release becomes effective and enforceable) and whether known or unknown, suspected, or claimed against the Company or any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators or assigns, may have, which arise out of or are connected with my employment with, or my separation or termination from, the Company (including, but not limited to, any allegation, claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended (including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended; the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state or local counterparts; or under any other federal, state or local civil or human rights law, or under any other local, state, or federal law, regulation or ordinance; or under any public policy, contract or tort, or under common law; or arising under any policies, practices or procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction of emotional distress, defamation; or any claim for costs, fees, or other expenses, including attorneys’ fees incurred in these matters) (all of the foregoing collectively referred to herein as the “ Claims ”).

I represent that I have made no assignment or transfer of any right, claim, demand, cause of action, or other matter covered by paragraph 2 above.

I agree that this General Release does not waive or release any rights or claims that I may have under the Age Discrimination in Employment Act of 1967 which arise after the date I execute this General Release. I acknowledge and agree that my separation from employment with the Company in compliance with the terms of the Agreement shall not serve as the basis for any claim or action (including, without limitation, any claim under the Age Discrimination in Employment Act of 1967).

In signing this General Release, I acknowledge and intend that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that this General Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver is an essential and material term of this General Release and that without such waiver the Company would not have agreed to the terms of the Agreement. I further agree that in the event I should bring a Claim seeking damages against the Company, or in the event I should seek to recover against the Company in any Claim brought by a governmental agency on my behalf, this General Release shall serve as a complete defense to such Claims. I further agree that I am not aware of any pending claim of the type described in paragraph 2 as of the execution of this General Release.

I agree that neither this General Release, nor the furnishing of the consideration for this General Release, shall be deemed or construed at any time to be an admission by the Company, any Released Party or myself of any improper or unlawful conduct.

I agree that this General Release and the Agreement are confidential and agree not to disclose any information regarding the terms of this General Release or the Agreement, except to my immediate family and any tax, legal or other counsel I have consulted regarding the meaning or effect hereof or as required by law, and I will instruct each of the foregoing not to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the parties (and each affiliate and person acting on behalf of any such party) agree that each party (and each employee, representative, and other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of this transaction contemplated in the Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to such party or such person relating to such tax treatment and tax structure, except to the extent necessary to comply with any applicable federal or state securities laws. This authorization is not intended to permit disclosure of any other information including (without limitation) (i) any portion of any materials to the extent not related to the tax treatment or tax structure of this transaction, (ii) the identities of participants or potential participants in the Agreement, (iii) any financial information (except to the extent such information is related to the tax treatment or tax structure of this transaction), or (iv) any other term or detail not relevant to the tax treatment or the tax structure of this transaction.

Any non-disclosure provision in this General Release does not prohibit or restrict me (or my attorney) from responding to any inquiry about this General Release or its underlying facts and circumstances by the Securities and Exchange Commission (SEC), the National Association of Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental entity.

Notwithstanding anything in this General Release to the contrary, this General Release shall not relinquish, diminish, or in any way affect any rights or claims arising out of any breach by the Company or by any Released Party of the Agreement after the date hereof.

10.

In consideration for the payment by the Company to me of the amount of $400,000.00 (Four Hundred Thousand Dollars), less all applicable withholdings and deductions, I agree that (i) the length of the post-separation noncompetition restriction contained in Section 1(a) (Noncompetition) of Annex 1 — Employee Covenants to the Agreement shall be extended from twelve months to eighteen months after the end of my Employment Period, and (ii) I shall provide consultation as reasonably requested by the Company’s Chief Executive Officer or Directors for a period of up to six months following the date of this General Release. Such payment shall be in addition to any payments or benefits paid or granted to me under the “Severance/Restrictive Covenants” section of the Agreement, and shall be payable in equal installments during the period of twelve months following the date of this General Release. I acknowledge that any consultation that I provide pursuant to this Section 10, shall be as an independent contractor, and I shall not be considered or deemed to be an agent or employee of the Company for any purpose, including the payment or provision of any employee benefit, following the end of my Employment Period.

11.

Whenever possible, each provision of this General Release shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this General Release is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this General Release shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

	(i)		I HAVE READ IT CAREFULLY;

	(ii)		I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED;

	(iii)		I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

	(iv)		I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;

	(v)		I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON SEPTEMBER 16, 2011 TO CONSIDER IT AND THE CHANGES MADE SINCE THE SEPTEMBER 16, 2011 VERSION OF THIS RELEASE, IF ANY, ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

	(vi)		I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

	(vii)		I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND

	(viii)		I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.


DATE: 9/19/11		/s/ Matthew Malenfant

As to the payment obligations set forth in Section 10 above:


DATE: 9/19/11		/s/ Paul Dumas

		VWR Management Services, LLC

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


	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

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.

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“ 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

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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.

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“ 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.

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“ 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:

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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;

(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;

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(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

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(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).

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“ 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 .

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“ 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.

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“ 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.

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“ 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.

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“ 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%.

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“ 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.

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“ 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.

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“ 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.

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“ 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.

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“ 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

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(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 66 ² / 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.

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“ 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);

(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;

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(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.

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“ 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

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(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:

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

where:

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.

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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.

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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.

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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.

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(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.

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(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]

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(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.

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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 Cr