Common use of Discharge Only Upon Payment In Full Clause in Contracts

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 Section 11.04. Waiver by Guarantor 58 Section 11.05. Subrogation 58 Section 11.06. Stay of Acceleration 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 Section 12.01. Notices 60 Section 12.02. Waivers; Amendments 61 Section 12.03. Expenses; Indemnity; Damage Waiver 62 Section 12.04. Successors and Assigns 63 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process 67 Section 12.10. WAIVER OF JURY TRIAL 68 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.14. USA Patriot Act Notification 69 Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions Exhibit A – Form of Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement CREDIT AGREEMENT dated as of December 1, 2004 among CUMMINS INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plc., as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 47 Section 11.049.04. Waiver by the Guarantor 58 47 Section 11.059.05. Subrogation 58 47 Section 11.069.06. Stay of Acceleration 58 47 ARTICLE 10 Miscellaneous Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 Section 12.0110.01. Notices 60 47 Section 12.0210.02. Waivers; Amendments 61 No Waivers 48 Section 12.0310.03. Expenses; Indemnity; Damage Waiver 62 Indemnification 48 Section 12.0410.04. Sharing of Set-offs 48 Section 10.05. Amendments and Waivers 49 Section 10.06. Successors and Assigns 63 49 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.0910.07. Governing Law; JurisdictionSubmission to Jurisdiction 51 Section 10.08. Counterparts; Consent to Service of Process 67 Integration 51 Section 12.1010.09. WAIVER OF JURY TRIAL 68 52 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.1310.10. Confidentiality 68 52 Section 12.1410.11. No Reliance on Margin Stock 52 Section 10.12. Co-Lead Arrangers, Joint Bookrunners, Co-Syndication Agents and Co-Documentation Agents 52 Section 10.13. Payments Set Aside 52 Section 10.14. USA Patriot Act Notification 69 Schedule 1.01A – Pricing Notice 52 Commitment Schedule Schedule 1.01B – Mandatory Costs 4.05 — Litigation Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed 4.07 — Environmental Matters Schedule 6.01 – Equipment Leases 5.07 — Existing Liens Schedule 6.07 – 5.12 — Existing Restrictions Debt Schedule 5.13 — Existing Investments Exhibit A – Form — Note Exhibit B — Security and Pledge Agreement Exhibit C — Term Loan Addendum Exhibit D — Opinions of Counsel for the Loan Parties Exhibit E — Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Agreement Exhibit F – Form — Notice of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement Borrowing iii CREDIT AGREEMENT AGREEMENT dated as of December 1February 5, 2004 among CUMMINS QWEST SERVICES CORPORATION, QWEST COMMUNICATIONS INTERNATIONAL INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITICORP USA, INC., as Syndication Agent, listed on the signature pages hereof and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plcas Administrative Agent., as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 75 Section 11.0410.04. Waiver by Guarantor 58 the Company 75 Section 11.0510.05. Subrogation 58 75 Section 11.0610.06. Stay of Acceleration 58 76 MISCELLANEOUS Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 Section 12.0111.01. Notices 60 76 Section 12.0211.02. Waivers; Amendments 61 No Waivers 78 Section 12.0311.03. Expenses; IndemnityIndemnification 78 Section 11.04. Set-offs; Damage Waiver 62 Sharing 79 Section 12.0411.05. Amendments and Waivers. 80 Section 11.06. Successors and Assigns 63 81 Section 12.0511.07. Survival 66 Collateral 83 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.0911.08. Governing Law; JurisdictionSubmission to Jurisdiction 83 Section 11.09. Counterparts; Consent to Service Integration 84 Section 11.10. Waiver of Process 67 Jury Trial 84 Section 12.1011.11. WAIVER OF JURY TRIAL 68 Patriot Act Notice 84 Section 12.11. Judgment Currency 68 Section 12.12. Headings 68 Section 12.1311.12. Confidentiality 68 84 Section 12.1411.13. USA Patriot Act Notification 69 No Fiduciary Duty 86 Section 11.14. Survival 86 Commitment Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions Exhibit A – Form of Note Exhibit B – Form of Competitive Bid Quote Request Exhibit C – Form of Invitation for Competitive Bid Quotes Exhibit D – Form of Competitive Bid Quote Exhibit E – Form of Election to Participate Exhibit F – Form of Election to Terminate Exhibit G – Form of Assignment and Assumption Exhibit B-1 – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – Election to Participate Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Agreement Exhibit H – Joinder Agreement CREDIT Mandatory Costs Rate Exhibit I – U.S. Tax Compliance Certificate AGREEMENT dated as of December 1October 28, 2004 2011 among CUMMINS ALLERGAN, INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) N.A., as Administrative Agent, CITICORP USACITIBANK, INC.N.A., as Syndication Agent, Agent and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plcas Documentation Agent., as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement Reimbursement in Certain Circumstances 58 68 Section 11.049.04. Waiver by the Parent Guarantor 58 68 Section 11.059.05. Subrogation 58 68 Section 11.069.06. Stay of Acceleration 58 68 Section 11.079.07. Continuing Guaranty 59 Scheme 68 MISCELLANEOUS Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 Section 12.0110.01. Notices 60 69 Section 12.0210.02. Waivers; Amendments 61 70 Section 12.0310.03. Expenses; Indemnity; Damage Waiver 62 71 Section 12.0410.04. Successors and Assigns 63 73 Section 12.0510.05. Survival 66 77 Section 12.0610.06. Counterparts; Integration; Effectiveness 66 Integration 77 Section 12.0710.07. Severability 67 78 Section 12.0810.08. Right of Set-off 67 Setoff 78 Section 12.0910.09. Governing Law; Jurisdiction; Consent to Service of Process 67 78 Section 12.1010.10. WAIVER OF JURY TRIAL 68 79 Section 12.1110.11. Waiver of Immunities 80 Section 10.12. Judgment Currency 68 80 Section 12.1210.13. Headings 68 80 Section 12.1310.14. Confidentiality 68 81 Section 12.1410.15. Material Non-Public Information 82 Section 10.16. Interest Rate Limitation 82 Section 10.17. No Fiduciary Duty 83 Section 10.18. USA Patriot PATRIOT Act Notification 69 Schedule 1.01A – Pricing Schedule Schedule 1.01B – Mandatory Costs 83 SCHEDULES: Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Initial Issuing Banks Schedule 3.07 3.14 – Subsidiaries Schedule 3.09(c) 6.01 – Certain Agreements Schedule 3.09(d) – Priority Existing Indebtedness Schedule 3.09(e) 6.02 – Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions Liens EXHIBITS: Exhibit A – Form of Assignment and Assumption Exhibit B-1 B – Form of Opinion of Company’s External Counsel Exhibit B-2 – Form of Opinion of Company’s Internal Counsel Exhibit B-3 – Form of Opinion of Original Subsidiary Borrowers’ Counsel Parent Guarantor Supplement Exhibit C – Form of Opinion of Administrative Agent’s Counsel Secretary Certificate for Parent Guarantor Exhibit D – Election to Participate Form of Wachtell, Lipton, ▇▇▇▇▇ & ▇▇▇▇ Legal Opinion on Effective Date Exhibit E – Election to Terminate Exhibit F – Form of ▇▇▇▇▇▇ ▇▇▇ Legal Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate Exhibit H – Joinder Agreement on Effective Date CREDIT AGREEMENT dated as of December 1March 25, 2004 2013 among CUMMINS INC.MALLINCKRODT INTERNATIONAL FINANCE S.A., CUMMINS ENGINE CO. LTD.a public limited liability company (société anonyme), CUMMINS POWER GENERATION LTD.having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, NEWAGE INTERNATIONAL LIMITEDL-1724 Luxembourg, registered with the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to hereinLuxembourg trade and companies register under number B.172865, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) NATIONAL ASSOCIATION, as Administrative Agent, CITICORP USAand, INC.from the Effective Date, as Syndication Agent, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plc., as Co-Documentation AgentsMALLINCKRODT PLC. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 58 64 Section 11.0410.04. Waiver by Guarantor 58 the Company 64 Section 11.0510.05. Subrogation 58 64 Section 11.0610.06. Stay of Acceleration 58 64 ARTICLE 11 MISCELLANEOUS Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 Section 12.0111.01. Notices 60 64 Section 12.0211.02. Waivers; Amendments 61 No Waivers 65 Section 12.0311.03. Expenses; Indemnity; Damage Waiver 62 Indemnification 65 Section 12.0411.04. Sharing of Set-offs 65 Section 11.05. Amendments and Waivers 66 Section 11.06. Successors and Assigns 63 Section 12.05. Survival 66 Section 12.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.0811.07. Right of Set-off 67 Designated Lenders 68 Section 12.0911.08. Collateral 69 Section 11.09. Governing Law; JurisdictionSubmission to Jurisdiction 69 PAGE Section 11.10. Counterparts; Consent to Service of Process 67 Integration 69 Section 12.1011.11. WAIVER OF JURY TRIAL 68 70 Section 12.1111.12. Judgment Currency 68 70 Section 12.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.1411.13. USA Patriot Act Notification 69 Schedule 1.01A – 70 Pricing Schedule Commitment Schedule 1.01B – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 3.07 – 1—Subsidiaries Schedule 3.09(c) – Certain Agreements Schedule 3.09(d) – Priority Indebtedness Schedule 3.09(e) – 2—Existing Guarantees Schedule 3.13 – Disclosed Matters Schedule 6.01 – Equipment Leases Schedule 6.07 – Existing Restrictions Debt Exhibit A – Form of Assignment and Assumption A—Note Exhibit B-1 – Form of B—Competitive Bid Quote Request Exhibit C—Invitation for Competitive Bid Quotes Exhibit D—Competitive Bid Quote Exhibit E-1—Opinion of Company’s External Counsel for the Borrower Exhibit B-2 – Form of E-2—Opinion of Company’s Internal the General Counsel of the Borrower Exhibit B-3 – Form of F—Opinion of Original Subsidiary Borrowers’ Special Counsel for the Administrative Agent and the Arrangers Exhibit C – Form of Opinion of Administrative Agent’s Counsel Exhibit D – G—Election to Participate Exhibit E – H—Election to Terminate Exhibit F – Form of I—Opinion of Counsel for an Eligible Subsidiary’s Counsel Subsidiary Exhibit G – Form of Compliance Certificate J—Assignment and Assumption Agreement Exhibit H – Joinder K—Designation Agreement CREDIT AGREEMENT dated as of December 1March 4, 2004 2005 among CUMMINS UNIVERSAL HEALTH SERVICES, INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., NEWAGE INTERNATIONAL LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the ORIGINAL SUBSIDIARY GUARANTORS referred to herein, LENDERS listed on the LENDERS party heretosignature pages hereof, JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank) N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., THE as Syndication Agent and ABN AMRO BANK OF NOVA SCOTIA N.V., SUNTRUST BANK and THE ROYAL BANK OF SCOTLAND plc.WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents. The parties hereto agree as follows: