Common use of Certain Funds Period Clause in Contracts

Certain Funds Period. During the period from and including the date on which counterparts of this Agreement signed by the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (y) the Termination Date (such period, the “Certain Funds Period”), and notwithstanding (i) that any representation made on such date or on the Effective Date or the Closing Date (excluding the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant, (iii) any provision to the contrary in any Loan Document or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments hereunder, (2) rescind, terminate or cancel any Loan Document or exercise any right or remedy or make or enforce any claim under the Loan Documents or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loan, (3) refuse to participate in making its Loan on the Closing Date; provided that the applicable conditions precedent to the making of the Loan set forth in Section 3.02 have been satisfied, or (4) exercise any right of set-off or counterclaim in respect of its Loan to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything to the contrary contained herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 is not satisfied on the Closing Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Certain Funds Period. During Once each of the period from conditions precedent set forth in Section 6.1(a), 6.4, 6.5 and including 6.10 shall have been satisfied and if each of the date conditions precedent set forth in Sections 6.2(m) and 6.9 shall be satisfied contemporaneously with the initial Borrowings hereunder, the Lenders shall only be entitled to (a) decline to make available any Term Loan to be made on which counterparts the Funding Date or any Revolving Credit Loan to be made on the Funding Date or (b) exercise any right to cancel or terminate any Term Loan Commitment to make a Term Loan on the Funding Date or any Revolving Credit Commitment to make a Revolving Credit Loan on the Funding Date, in each case to finance the Acquisition, the refinancing of this Agreement signed the 2003 Credit Agreement, the refinancing of certain existing Indebtedness of the Target, the payment of Transaction Expenses and any other transactions relating to the foregoing, if any of the following events, circumstances or conditions shall be present: (i) all outstanding equity interests in whatever form of each Restricted Subsidiary owned directly by the parties hereto US Borrower (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (yAcquisition) shall not have been pledged pursuant to the Termination Date (such period, the “Certain Funds Period”), and notwithstanding (i) that any representation made on such date or on the Effective Date or Pledge Agreement pending the Closing Date (excluding except that the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition US Borrower shall not be required to pledge more than 65% of the equity interests of any Restricted Foreign Subsidiary to support the obligations of the US Borrower) or all certificates representing such pledged securities, accompanied by instruments of transfer and undated stock powers endorsed in blank, shall not have been delivered to the Closing Date) was incorrect, Collateral Escrow Agent to be held in escrow pursuant to the terms of the Financing Escrow Agreement; (ii) any failure of any condition precedent set forth in Section 6.1 clauses (b) through (d) inclusive, 6.2(a) (except, in the case of Section 6.2(a), to the extent any actions are required to be taken by a Foreign Subsidiary), 6.2(i), 6.2(j), 6.3(a), 6.3(b), 6.3(c) (in the case of Section 6.3(c), only if the UK Borrower shall be a borrower hereunder on the Funding Date), 6.6, 6.7, 6.8 (except, in the case of Sections 6.6, 6.7 and 6.8, to comply with the affirmative covenantsextent such Sections relate to a Foreign Subsidiary, negative covenants and financial covenantother than the UK Borrower if the UK Borrower shall be a borrower hereunder on the Funding Date) or 6.11 to be satisfied to the extent that such condition relates directly to (x) the US Borrower or (y) any Restricted Subsidiary that is a member of the Rockwood Group that is legally able to satisfy such condition, provided that, in the case of this clause (y), each Restricted Subsidiary that is a member of the Rockwood Group shall have used reasonable efforts to avoid any such legal prohibition; (iii) any provision to default of any covenant in the contrary in any Loan Document or otherwise or first sentence of Section 9.17; (iv) that any condition event described in Section 11.5 shall occur with respect to the occurrence US Borrower or the UK Borrower, provided that, in the case of any such event with respect to the UK Borrower, the Lenders shall not be required to make any Loan to the UK Borrower but instead shall be required to make such Loan to the US Borrower subject to the terms of Section 6 and this Section 7.3; (v) the US Borrower or the UK Borrower shall fail to pay any amounts due and payable under this Agreement, any other Credit Document or the Fee Letter; (vi) any Credit Document or any material provision thereof shall cease to be in full force and effect with respect to the US Borrower or any Restricted Subsidiary that is a member of the Effective Date may subsequently be determined not Rockwood Group (other than (x) pursuant to have been satisfiedthe terms hereof or thereof, neither (y) as a result of acts or omissions of the Administrative Agent nor or any Lender or (z) as a result of any legal prohibition affecting any Restricted Subsidiary that is a member of the Rockwood Group; provided, that, in the case of this clause (z), each Restricted Subsidiary that is a member of the Rockwood Group shall have used reasonable efforts to avoid any such legal prohibition) or any of the US Borrower or any Restricted Subsidiary that is a member of the Rockwood Group shall deny or disaffirm in writing its obligations under any Credit Document (other than pursuant to the terms hereof or thereof); (vii) any breach by the US Borrower (with respect to itself) or by any Restricted Subsidiary that is a member of the Rockwood Group (other than, in the case of any Restricted Subsidiary that is a member of the Rockwood Group, as a result of any legal prohibition affecting such Restricted Subsidiary; provided, that such Restricted Subsidiary shall have used reasonable efforts to avoid any such legal prohibition) of any covenant in Section 10.1, 10.2, 10.6 or 10.7; or (viii) any breach by the US Borrower (with respect to itself) or by any Restricted Subsidiary that is a member of the Rockwood Group (other than, in the case of any Restricted Subsidiary that is a member of the Rockwood Group, as a result of any legal prohibition affecting such Restricted Subsidiary; provided, that such Restricted Subsidiary shall have used reasonable efforts to avoid any such legal prohibition) of any representation or warranty in Section 8.1 or 8.2. Further, the Lenders shall not be entitled to (1) cancel any of its Commitments hereunder, (2) rescind, terminate or cancel any Loan Document or exercise any right or remedy or make or enforce any claim under the Loan Documents or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loan, (3) refuse to participate in making its Loan on the Closing Date; provided that the applicable conditions precedent to the making of the Loan set forth in Section 3.02 have been satisfied, or (4) exercise any right of set-off against the proceeds of the Term Loans or counterclaim in respect any Revolving Credit Loan made on the Funding Date to finance the Acquisition, the refinancing of its Loan the 2003 Credit Agreement, the refinancing of certain existing Indebtedness of the Target, the payment of Transaction Expenses and any other transaction related to any of the foregoing. Notwithstanding the foregoing, if any condition precedent to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything to the contrary contained herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent initial Borrowing set forth in Section 3.02 6 of this Agreement is not satisfied but as a result of the foregoing provisions of this Section 7.3 the Lenders are nonetheless required to make Loans on the Funding Date, there shall be, subject to Section 7.4, an Event of Default under Section 11 on the day following the Closing Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, rights and remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights to the Lenders to the extent they would have been available but for this Section 7.3 (even though they were not available prior to such time as a result of the foregoingdate).

Certain Funds Period. During the period from and including the date on which counterparts of this Agreement signed by the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent Effective Date to and including the earlier to occur of (xa) the Closing Date, after giving effect to Commitment Termination Date and (b) the funding of the Loans on such date and (y) the Termination Funding Date (such period, the “Certain Funds Period”), and notwithstanding (i) that any representation made on such date or on the Effective Date or (excluding, for the Closing Date (excluding avoidance of doubt, the Specified Representations and/or Alere USCR Acquisition Agreement Representations given made as a condition to the Closing Funding Date) was incorrect, (ii) any failure by the Borrower to comply with Article VI or Article VII (except, for the affirmative covenantsavoidance of doubt, negative covenants and financial covenantto the extent constituting a condition precedent set forth in Section 4.2), (iii) any provision to the contrary in any Loan Document this Agreement or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled (unless a payment or bankruptcy Event of Default with respect to the Borrower shall have occurred and be continuing) to (1) cancel any of its Commitments hereunderCommitments, (2) rescind, terminate or cancel any Loan Document this Agreement or exercise any right or remedy or make or enforce any claim under this Agreement, the Loan Documents Notes, any related fee letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loan, (3) refuse to participate in making its Loan on the Closing DateLoan; provided that the applicable conditions precedent to the making of the Loan set forth in Section 3.02 4.2 have been satisfiedsatisfied or waived in accordance with Section 10.12, or (4) exercise any right of set-off or counterclaim in respect of its Loan to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 4.2 is not satisfied or waived in accordance with Section 10.12 on the Closing Funding Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights rights, remedies and entitlements were not available prior to such time as a result of the foregoing.

Certain Funds Period. During the period from and including the date on which counterparts (a) Notwithstanding any term of this Agreement signed by Agreement, during the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (y) the Termination Date (such period, the “Certain Funds Period”), and notwithstanding the Lenders shall not be entitled to: (i) that any representation made on such date or on the Effective Date or the Closing Date (excluding the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant, (iii) any provision to the contrary in any Loan Document or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments hereunder, (2) rescind, terminate or cancel any Loan Document or exercise any right or remedy or make or enforce any claim under the Loan Documents or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loan, (3) refuse to participate in making its Loan on the Closing Dateor make available any Acquisition Loan; (ii) cancel a Commitment relating to any Acquisition Loan; provided that the applicable conditions precedent to the making of the Loan set forth in Section 3.02 have been satisfied, or or (4iii) exercise any right of set-off rescission or counterclaim similar right or remedy which it may have in relation to any Acquisition Loan, except as provided below in this Clause 4.4. (b) Paragraph (a) does not apply if, in the opinion of the Majority Lenders: (i) a Major Representation is not correct or will not be correct immediately after the relevant Acquisition Loan is made; or (ii) a Major Default is continuing or will result from the making of the relevant Acquisition Loan. (c) Paragraph (a) does not apply if the Company has not delivered all of the documents and other evidence required to be delivered pursuant to clause 4.2 (Conditions Precedent to Utilisation under Facility A and Facility B) in form and substance satisfactory to the Agent. (d) Nothing in this Clause 4.4 will affect the right of any Lender to refuse to participate in or make available any Acquisition Loan or to cancel a Commitment relating thereto if it is unlawful for such Lender to perform any of its obligations under the Finance Documents. (e) Nothing in this Clause 4.4 will affect the rights of any Finance Party in respect of its Loan to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything to the contrary contained herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 Default which is not satisfied on the Closing Date and (B) immediately after the expiration continuing upon expiry of the Certain Funds PeriodPeriod irrespective of whether that Default occurred during the Certain Funds Period or not. (f) In any case, all of the rights, remedies and entitlements of Company shall comply with the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoingrequirements set out in Clause 5 (Utilisation). (g) In this Clause 4.4:

Certain Funds Period. During the period from (a) Subject to Clause 4.1 (Initial conditions precedent) and including the date on which counterparts of this Agreement signed by the parties hereto paragraphs (and counterparts to any other Loan Document entered into concurrently with the Agreementa) are delivered to the Administrative Agent to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (yb)(i) of Clause 4.2 (Further conditions precedent), during the Termination Date (such period, the “Certain Funds Period”)Period the Lenders are obliged to comply with Clause 5.3 (Lenders’ participation) in relation to a Certain Funds Utilisation, and notwithstanding unless: (i) that any representation made on such date or on the Effective date of the relevant Utilisation Request and/or on the proposed Utilisation Date a Major Default is continuing or would result from the Closing Date (excluding the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, proposed Certain Funds Utilisation; (ii) on the date of the relevant Utilisation Request and/or on the proposed Utilisation Date any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant, Major Representation is not true in all material respects or would not be true immediately after such Certain Funds Utilisation is made; or (iii) at any provision time it has become unlawful for a Lender to perform any of its obligations under this Agreement to fund, or maintain its participation in, any loan under this Agreement. (b) During the contrary Certain Funds Period and subject as provided in any Loan Document or otherwise or paragraph (iva) that any condition to the occurrence above, none of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender Finance Parties shall be entitled to to: (1i) cancel any of its Commitments hereunder, to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; (2ii) rescind, terminate or cancel any Loan Document this Agreement or the Facility or exercise any similar right or remedy or make or enforce any claim under the Loan Finance Documents or otherwise it may have to the extent to do so would prevent, prevent or limit or delay the making of its Loan, a Certain Funds Utilisation; (3iii) refuse to participate in making its Loan on the Closing Date; provided that the applicable conditions precedent to in, or prevent or limit, the making of the Loan set forth a Certain Funds Utilisation (save in Section 3.02 have been satisfiedcircumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.3 (Lenders’ participation)); or (iv) cancel, accelerate or cause repayment or prepayment of, or (4) exercise set off any right of set-off amounts owing hereunder or counterclaim in respect of its Loan under any other Finance Document to the extent to do so would prevent, prevent or limit or delay the making of its Loan. Notwithstanding anything a Certain Funds Utilisation, provided that the above shall be without prejudice to the contrary contained hereinoperation of Clause 7.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events) and, subject to Clause 4.5 (A) Clean-up), immediately upon the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 is not satisfied on the Closing Date and (B) immediately after the expiration expiry of the Certain Funds Period, Period all of the such rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available to the Finance Parties notwithstanding that such rights were they may not have been used or been available prior to such time as a result for use during the Certain Funds Period. (c) For the purposes of the foregoing.this Clause 4.4:

Certain Funds Period. During the period from and including the date on which counterparts of this Agreement signed by the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent Effective Date to and including the earlier to occur of (xa) the Closing Date, after giving effect to Commitment Termination Date and (b) the funding of the Loans on such date and (y) the Termination second Funding Date (such period, the “Certain Funds Period”), and notwithstanding (i) that any representation made on such date or on the Effective Date or (excluding, for the Closing Date (excluding avoidance of doubt, the Specified Representations and/or Alere the Acquisition Agreement Representations given made as a condition to the Closing applicable Funding Date) was incorrect, (ii) any failure by the Borrower to comply with Article VI or Article VII (except, for the affirmative covenantsavoidance of doubt, negative covenants and financial covenantto the extent constituting a condition precedent set forth in Section 4.2), (iii) any provision to the contrary in any Loan Document this Agreement or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled (unless an Event of Default specified in Sections 8.1(b), 8.1(g) or 8.1(h) with respect to the Borrower shall have occurred and be continuing) to (1) cancel any of its Commitments hereunder(it being understood and agreed that the Commitments shall automatically terminate on any Funding Date upon the making of the applicable Loans (in the amount of such Loans)), (2) rescind, terminate or cancel any Loan Document this Agreement or exercise any right or remedy or make or enforce any claim under this Agreement, the Loan Documents Notes, any related fee letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its LoanLoans, (3) refuse to participate in making its Loan on the Closing DateLoans; provided that the applicable conditions precedent to the making of the Loan set forth in Section 3.02 4.2 have been satisfiedsatisfied or waived in accordance with Section 10.12, or (4) exercise any right of set-off or counterclaim in respect of its Loan Loans to the extent to do so would prevent, limit or delay the making of its LoanLoans. Notwithstanding anything to For the contrary contained hereinavoidance of doubt, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 4.2 is not satisfied or waived in accordance with Section 10.12 on the Closing any Funding Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights rights, remedies and entitlements were not available prior to such time as a result of the foregoing.

Certain Funds Period. During the period from and including the date on which counterparts of this Agreement signed by the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (y) the Termination Date (such period, the “Certain Funds Period”)Period (unless the conditions precedent set out in Section 4.01 or Section 4.02 have not been satisfied, in which case no Lender is obliged to honor any request for a Borrowing) and notwithstanding (i) that any representation made on such date or on the Effective Date or the Closing Date (excluding the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant, (iii) any provision to the contrary in of any Loan Document or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfiedcontrary, neither the Administrative Agent nor any no Lender shall be entitled to (1nor shall any Lender be entitled to request the Administrative Agent to): (a) cancel any of its Commitments hereunder, hereunder to the extent to do so would prevent or limit the making of a Certain Funds Borrowing; (2b) rescind, terminate or cancel this Agreement or any Loan Document of the Commitments hereunder or exercise any similar right or remedy or make or enforce any claim under the Loan Documents or otherwise it may have to the extent to do so would prevent, prevent or limit or delay the making of its Loan, a Certain Funds Borrowing; (3c) refuse to participate in making its Loan on the Closing Date; provided that the applicable conditions precedent to the making of the Loan set forth in Section 3.02 have been satisfied, or a Certain Funds Borrowing; (4d) exercise any right of set-off or counterclaim or similar right or remedy which it may exercise in respect of its Loan a Borrowing to the extent to do so would prevent, prevent or limit or delay the making of its Loan. Notwithstanding anything a Certain Funds Borrowing; (e) cancel, accelerate or cause repayment or prepayment of any amounts owing hereunder or under any other Loan Document to the contrary contained hereinextent to do so would prevent or limit the making of a Certain Funds Borrowing or exercise any enforcement or other rights under any Loan Document; or (f) take any other action or make or enforce any claim to the extent that such action, (A) claim or enforcement would directly or indirectly prevent or limit the rights and remedies making of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 is not satisfied on the Closing Date and (B) Certain Funds Borrowing; provided that, immediately after the expiration upon expiry of the Certain Funds Period, all of the rights, remedies and entitlements of shall be available to the Administrative Agent and the Lenders shall be available notwithstanding that such rights were they may not have been used or been available prior to such time as a result of for use during the foregoingCertain Funds Period.

Certain Funds Period. During the period from and including the date on which counterparts of this Agreement signed by the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (y) the Termination Date (such period, the “Certain Funds Period”), Period and notwithstanding (i) that any representation made on such date or on the Effective Date or the Closing Date (excluding the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant, (iii) any provision to the contrary in any this Agreement or the other Loan Document Documents or otherwise or (ivii) that any condition to the occurrence of the Effective Date set out in Section 4.01 or Section 4.02 may subsequently be determined to not to have been satisfiedsatisfied or that any representation given was incorrect, neither none of the Lenders nor the Administrative Agent nor any Lender shall shall, unless a Certain Funds Default has occurred and is then continuing be entitled to to: (1a) cancel any of its Commitments hereunder, to the extent to do so would prevent or limit the making of a Loan; (2b) rescind, terminate or cancel any the Loan Document Documents or the Commitments or exercise any similar right or remedy or make or enforce any claim under the Loan Documents or otherwise it may have to the extent to do so would prevent, delay or limit the making of a Loan; (c) declare any Loan due and payable or payable on demand or require any repayment or prepayment, including under Section 2.05; (d) prevent or limit the making of any Loan, whether by cancellation, rescission or termination of the Commitments; (e) refuse to participate in the making of any Initial Term Loan or any Certain Funds Revolving Credit Extension (subject in each case to satisfaction of the applicable conditions set forth in Sections 4.01 and 4.02); (f) exercise any right of set-off or counterclaim or similar right or remedy in respect of a Loan to the extent to do so would prevent, delay or limit the making of a Loan or prevent a Loan from remaining outstanding; or (g) cancel, accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent, limit or delay the making of its Loan, (3) refuse to participate in making its a Loan on the Closing Dateor prevent a Loan from remaining outstanding; provided that that, immediately upon the applicable conditions precedent expiry of the Certain Funds Period, subject to the making express provisions of this Agreement and the other Loan set forth in Section 3.02 have been satisfiedDocuments, or (4) exercise any right of set-off or counterclaim in respect of its Loan all such rights, remedies and entitlements shall be available to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything to the contrary contained herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall notwithstanding that they may not be limited in have been used or been available for the event that any applicable condition precedent set forth in Section 3.02 is not satisfied on the Closing Date and (B) immediately after the expiration of use during the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Certain Funds Period. During the period from and including the date on which counterparts of this Agreement signed by the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent Effective Date to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (y) the Termination Date (such period, the “Certain Funds Period”), and notwithstanding (i) that any representation made on such date or on the Effective Date or the Closing Date (excluding the Specified Representations and/or Alere St. Jude Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, (ii) any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant, (iii) any provision to the contrary in any Loan Document or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments hereunder, (2) rescind, terminate or cancel any Loan Document or exercise any right or remedy or make or enforce any claim under the Loan Documents or otherwise it may have to the extent to do so would prevent, limit or delay the making of its Loan, (3) refuse to participate in making its Loan on the Closing Date; provided that the applicable conditions precedent to the making of the Loan set forth in Section 3.02 have been satisfied, or (4) exercise any right of set-off or counterclaim in respect of its Loan to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything to the contrary contained provided herein, (A) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 is not satisfied on the Closing Date and (B) immediately after the expiration of the Certain Funds Period, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.

Certain Funds Period. During the period from (a) Subject to Clause 4.1 (Initial conditions precedent) and including the date on which counterparts of this Agreement signed by the parties hereto paragraphs (and counterparts to any other Loan Document entered into concurrently with the Agreementa) are delivered to the Administrative Agent to and including the earlier to occur of (x) the Closing Date, after giving effect to the funding of Loans on such date and (yb)(i) of Clause 4.2 (Further conditions precedent), during the Termination Date (such period, the “Certain Funds Period”)Period the Lenders are obliged to comply with Clause 5.4 (Lenders’ participation) in relation to a Certain Funds Utilisation, and notwithstanding unless: (i) that any representation made on such date or on the Effective date of the relevant Utilisation Request and/or on the proposed Utilisation Date a Major Default is continuing or would result from the Closing Date (excluding the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, proposed Certain Funds Utilisation; (ii) on the date of the relevant Utilisation Request and/or on the proposed Utilisation Date any failure by the Borrower to comply with the affirmative covenants, negative covenants and financial covenant, Major Representation is not true in all material respects or would not be true immediately after such Certain Funds Utilisation is made; or (iii) at any provision time it has become unlawful for a Lender to perform any of its obligations under this Agreement to fund, or maintain its participation in, any loan under this Agreement. (b) During the contrary Certain Funds Period and subject as provided in any Loan Document or otherwise or paragraph (iva) that any condition to the occurrence above, none of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender Finance Parties shall be entitled to to: (1i) cancel any of its Commitments hereunder, to the extent to do so would prevent or limit the making of a Certain Funds Utilisation; (2ii) rescind, terminate or cancel any Loan Document this Agreement or the Facility or exercise any similar right or remedy or make or enforce any claim under the Loan Finance Documents or otherwise it may have to the extent to do so would prevent, prevent or limit or delay the making of its Loan, a Certain Funds Utilisation; (3iii) refuse to participate in making its Loan on the Closing Date; provided that the applicable conditions precedent to in, or prevent or limit, the making of the Loan set forth a Certain Funds Utilisation (save in Section 3.02 have been satisfiedcircumstances where, pursuant to paragraph (a) above, a Lender is not obliged to comply with Clause 5.4 (Lenders’ participation)); or (iv) cancel, accelerate or cause repayment or prepayment of, or (4) exercise set off any right of set-off amounts owing hereunder or counterclaim in respect of its Loan under any other Finance Document to the extent to do so would prevent, prevent or limit or delay the making of its Loan. Notwithstanding anything a Certain Funds Utilisation, provided that the above shall be without prejudice to the contrary contained hereinoperation of Clause 8.3 (Mandatory prepayment and cancellation from Debt Capital Markets Financings and Target Disposal Events) and, subject to Clause 4.5 (A) Clean-up), immediately upon the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth in Section 3.02 is not satisfied on the Closing Date and (B) immediately after the expiration expiry of the Certain Funds Period, Period all of the such rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available to the Finance Parties notwithstanding that such rights were they may not have been used or been available prior to such time as a result for use during the Certain Funds Period. (c) For the purposes of the foregoing.this Clause 4.4:

Certain Funds Period. During the period from and including the date on which counterparts of this Agreement signed by the parties hereto (and counterparts to any other Loan Document entered into concurrently with the Agreement) are delivered to the Administrative Agent Effective Date to and including the earlier to occur of (x) the Closing Initial Funding Date, after giving effect to the funding of Loans on such date and (y) the Termination Date (such period, the “Certain Funds Period”), and notwithstanding (i) that any representation made on such date or on the Effective Date or the Closing Date (excluding the Specified Representations and/or Alere Acquisition Agreement Representations given as a condition to the Closing Date) was incorrect, (ii) any failure by the Borrower Loan Parties to comply with the affirmative covenants, negative covenants and financial covenantcovenants or the existence of any Event of Default (subject to the second proviso below), (iii) any provision to the contrary herein, in any other Loan Document or otherwise or (iv) that any condition to the occurrence of the Effective Date may subsequently be determined not to have been satisfied, neither the Administrative Agent nor any Lender shall be entitled to (1) cancel any of its Commitments hereunderunder this Agreement, (2) rescind, terminate or cancel this Agreement or any other Loan Document or exercise any right or remedy or make or enforce any claim under the Loan Documents Documents, related promissory notes, the Fee Letter or otherwise it may have to the extent to do so would prevent, limit or delay the making of its LoanLoans hereunder and the use of the proceeds thereof to consummate the Transactions, (3) refuse to participate in making its Loan on the Closing Date; provided that the applicable conditions precedent Loans when required to the making of the Loan set forth in Section 3.02 have been satisfied, do so under this Agreement or (4) exercise any right of set-off or counterclaim in respect of its Loan Loans hereunder to the extent to do so would prevent, limit or delay the making of its Loan. Notwithstanding anything such Loans and the use of the proceeds thereof to consummate the Transactions; provided that, in each case, the applicable conditions precedent to the contrary contained hereinmaking of such Loans set forth in Section 5.02 have been satisfied; provided, further, that with respect to clauses (1) through (4) above, the foregoing shall not apply if an Event of Default under Sections 9.01(a), (Af) or (g) has occurred and is continuing. For the avoidance of doubt, (a) the rights and remedies of the Lenders and the Administrative Agent shall not be limited in the event that any applicable condition precedent set forth specified in Section 3.02 5.02 is not satisfied on the Closing Initial Funding Date and (Bb) immediately from the Initial Funding Date after giving effect to the expiration of the Certain Funds Periodfunding on such date, all of the rights, remedies and entitlements of the Administrative Agent and the Lenders shall be available notwithstanding that such rights were not available prior to such time as a result of the foregoing.