Common use of GRIFOLS WORLDWIDE OPERATIONS Clause in Contracts

GRIFOLS WORLDWIDE OPERATIONS. LIMITED as Grantor By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: Authorized Signatory GRIFOLS INC., as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President GRIFOLS THERAPEUTICS INC., as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President GRIFOLS BIOLOGICALS INC., as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President BIOMAT USA INC., as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chairman GRIFOLS-CHIRON DIAGNOSTIC CORP. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory GRIFOLS WORLDWIDE OPERATIONS USA, INC. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director Accepted and Agreed: DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [·], 2014 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among the Grantors named therein, and [·], as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

GRIFOLS WORLDWIDE OPERATIONS. LIMITED as Grantor By: /s/ Xxxxx Xxxx Xxxxxxxx Name: Xxxxx Xxxx Xxxxxxxx Title: Director GRIFOLS, S.A. By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: Authorized Signatory President and Chief Executive Officer GRIFOLS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President GRIFOLS THERAPEUTICS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President GRIFOLS BIOLOGICALS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President INSTITUTO GRIFOLS, S.A. By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: President and Chief Executive Officer BIOMAT USA USA, INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chairman GRIFOLS-CHIRON GRIFOLS DIAGNOSTIC CORP. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory GRIFOLS WORLDWIDE OPERATIONS USA, SOLUTIONS INC. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director Accepted and Agreed: DEUTSCHE BANK AG NEW YORK BRANCH[Amendment to Grifols Credit Agreement] GRIFOLS WORLDWIDE OPERATIONS USA, as Collateral Agent INC. By: /s/ Xxxxxxx Xxxxxxx Xxxxx Xxxx Name: Xxxxxxx Xxxxxxx Xxxxx Xxxx Title: Vice President By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Vice President Director EXHIBIT A TO CREDIT AND GUARANTY AGREEMENT (See Attached) EXHIBIT B U.S. SECURITY AND PLEDGE AND SECURITY AGREEMENT PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENT, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [·], 2014 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”See Attached), among the Grantors named therein, and [·], as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of, and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).

GRIFOLS WORLDWIDE OPERATIONS. LIMITED as Grantor By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: Authorized Signatory GRIFOLS, S.A. By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: President and Chief Executive Officer GRIFOLS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President GRIFOLS THERAPEUTICS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President GRIFOLS BIOLOGICALS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President INSTITUTO GRIFOLS, S.A. By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: President and Chief Executive Officer BIOMAT USA USA, INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chairman GRIFOLS-CHIRON DIAGNOSTIC DIAGNOSTICS CORP. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory GRIFOLS WORLDWIDE OPERATIONS USA, INC. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director Accepted and Agreed: DEUTSCHE BANK AG NEW YORK CAYMAN ISLANDS BRANCH, as Collateral Administrative Agent and Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENTDEUTSCHE BANK SECURITIES INC. as Joint Lead Arranger By: /s/ Xxxxxxx Frauen Name: Xxxxxxx Frauen Title: MD By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director NOMURA CORPORATE FUNDING AMERICAS, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [·], 2014 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among the Grantors named therein, and [·]LLC, as the Collateral Agent. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement ofLender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director NOMURA INTERNATIONAL PLC, and does hereby grant to the Collateral Agentas Lender By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: MD BANCO BILBAO VIZCAYA ARGENTARIA, a security interest in all of Grantor’s rightS.A., title and interest inas Lender By: /s/ Xxxxx xx Xxxxxxxxxxxx / Xxxxx Xxxxxxx Name: Xxxxx xx Xxxxxxxxxxxx / Xxxxx Xxxxxxx Title: Authorized Signatories BANCO BILBAO VIZCAYA ARGENTARIA, to and under all Collateral to secure the Secured ObligationsS.A., in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAWas Joint Lead Arranger By: /s/ Xxxxx xx Xxxxxxxxxxxx / Xxxxx Xxxxxxx Name: Xxxxx xx Xxxxxxxxxxxx / Xxxxx Xxxxxxx Title: Authorized Signatories XXXXXX XXXXXXX SENIOR FUNDING, TORT LAW OR OTHERWISE SHALL BE GOVERNED BYINC., AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITHas Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX BANK, THE LAWS OF THE STATE OF NEW YORKN.A., WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK as Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX SENIOR FUNDING, INC., as Joint Lead Arranger By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Executive Director HSBC BANK USA, N.A., as Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director HSBC SECURITIES (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST)USA) INC., as Joint Lead Arranger By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director

GRIFOLS WORLDWIDE OPERATIONS. LIMITED as Grantor By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: Authorized Signatory GRIFOLS, S.A. By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: President and Chief Executive Officer GRIFOLS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President GRIFOLS THERAPEUTICS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President [Grifols — Credit and Guaranty Agreement] GRIFOLS BIOLOGICALS INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Corporate Vice President INSTITUTO GRIFOLS, S.A. By: /s/ Xxxxxx Grifols Xxxxx Name: Xxxxxx Grifols Xxxxx Title: President and Chief Executive Officer BIOMAT USA USA, INC., as Grantor . By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Chairman GRIFOLS-CHIRON DIAGNOSTIC DIAGNOSTICS CORP. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Authorized Signatory [Grifols — Credit and Guaranty Agreement] GRIFOLS WORLDWIDE OPERATIONS USA, INC. as Grantor By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Director Accepted [Grifols — Credit and Agreed: Guaranty Agreement] DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, Collateral Agent Agent, Issuing Bank and Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Vice President By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President EXHIBIT A TO PLEDGE AND SECURITY AGREEMENT PLEDGE SUPPLEMENT This PLEDGE SUPPLEMENT[Grifols — Credit and Guaranty Agreement] DEUTSCHE BANK SECURITIES INC. as Joint Lead Arranger By: /s/ Xxxxxxx Frauen Name: Xxxxxxx Frauen Title: Managing Director By: /s/ Xxxxxxxxxxx Xxxx Name: Xxxxxxxxxxx Xxxx Title: Managing Director [Grifols — Credit and Guaranty Agreement] NOMURA SECURITIES INTERNATIONAL, dated [mm/dd/yy], is delivered by [NAME OF GRANTOR] a [NAME OF STATE OF INCORPORATION] [corporation] (the “Grantor”) pursuant to the Pledge and Security Agreement, dated as of [·], 2014 (as it may be from time to time amended, restated, modified or supplemented, the “Security Agreement”), among the Grantors named therein, and [·]INC., as the Collateral AgentSole Global Coordinator and Joint Lead Arranger By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director [Grifols — Credit and Guaranty Agreement] NOMURA CORPORATE FUNDING AMERICAS, LLC, as Lender By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director NOMURA INTERNATIONAL PLC, as Lender By: Name: Title: [Grifols — Credit and Guaranty Agreement] BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as Lender By: /s/ Xxxxx xx Xxxxxxxxxxxx Name: Xxxxx xx Xxxxxxxxxxxx / Xxxxx Xxxxxxx Title: Authorized Signatories [Grifols — Credit and Guaranty Agreement] BANCO BILBAO VIZCAYA ARGENTARIA, S.A., as Joint Lead Arranger By: /s/ Xxxxx xx Xxxxxxxxxxxx Name: Xxxxx xx Xxxxxxxxxxxx / Xxxxx Xxxxxxx Title: Authorized Signatories [Grifols — Credit and Guaranty Agreement] XXXXXX XXXXXXX SENIOR FUNDING, INC., as Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX BANK, N.A., as Lender By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Executive Director [Grifols — Credit and Guaranty Agreement] XXXXXX XXXXXXX SENIOR FUNDING, INC., as Joint Lead Arranger By: /s/ Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Executive Director [Grifols — Credit and Guaranty Agreement] HSBC BANK USA, N.A., as Lender By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director HSBC BANK PLC, SUCURSAL EN ESPAÑA as Lender By: /s/ Narcis Francai Name: Narcis Francai Title: Director, HSBC Bank Plc, Suc. Capitalized terms used herein not otherwise defined herein shall have the meanings ascribed thereto in the Security en Esp. By: /s/ Xxxxxx Deus Name: Xxxxxx Deus Title: Director [Grifols — Credit and Guaranty Agreement. Grantor hereby confirms the grant to the Collateral Agent set forth in the Security Agreement of] HSBC SECURITIES (USA) INC., as Joint Lead Arranger By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director [Grifols — Credit and does hereby grant to the Collateral Agent, a security interest in all of Grantor’s right, title and interest in, to and under all Collateral to secure the Secured Obligations, in each case whether now or hereafter existing or in which Grantor now has or hereafter acquires an interest and wherever the same may be located. Grantor represents and warrants that the attached Supplements to Schedules accurately and completely set forth all additional information required to be provided pursuant to the Security Agreement and hereby agrees that such Supplements to Schedules shall constitute part of the Schedules to the Security Guaranty Agreement. THIS PLEDGE SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ALL CLAIMS AND CONTROVERSIES ARISING OUT OF THE SUBJECT MATTER HEREOF WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE STATE OF NEW YORK (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OF THE SECURITY INTEREST).]