Discharge Only Upon Payment In Full. Subject to any prior release herefrom of any Subsidiary Guarantor by the Administrative Agent in accordance with (and pursuant to authority granted to the Administrative Agent under) the terms of this Agreement, each Subsidiary Guarantor’s obligations hereunder shall remain in full force and effect until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash (other than inchoate indemnification and expense reimbursement obligations for which no claim has been made) and all other financing arrangements among the Borrower or any Subsidiary Guarantor and the Secured Parties under or in connection with this Agreement and each other Loan Document shall have terminated (herein, the “Termination Conditions”), and until the prior and complete satisfaction of the Termination Conditions all of the rights and remedies under this Guaranty and the other Loan Documents shall survive. Notwithstanding the foregoing, the Administrative Agent hereby agrees to release any Subsidiary of the Borrower from its guaranty of any Obligation of any Obligor if all of the Equity Interests in such Subsidiary owned by any Obligor or any of its Subsidiaries are disposed of in an Asset Sale permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such Asset Sale, such Subsidiary would not be required to guarantee any Obligations pursuant to Section 8.11(a).
Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 80 SECTION 9.04. Waiver by CFSC 81 SECTION 9.05. Subrogation 81 SECTION 9.06. Stay of Acceleration 81 Schedule I Commitments Schedule II Commitment Fee, CDS Floor, CDS Cap Table Schedule ERISA Matters 4.01(h) Exhibit A Form of Note Exhibit B-1 Form of Notice of Revolving Credit Borrowing Exhibit B-2 Form of Notice of Local Currency Borrowing Exhibit B-3 Form of Notice of Japan Local Currency Borrowing Exhibit B-4 Form of Notice of Allocation Exhibit B-5 Form of Notice of Bank Addition Exhibit C-1 Form of Assignment and Acceptance Exhibit C-2 Form of Assumption and Acceptance Exhibit D Form of Opinion of Counsel for each of Caterpillar and CFSC Exhibit E Form of Opinion of Special New York Counsel to the Agent Exhibit F-1 Form of Compliance Certificate (Caterpillar) Exhibit F-2 Form of Compliance Certificate (CFSC) Exhibit G-1 Form of Local Currency Addendum Exhibit G-2 Form of Japan Local Currency Addendum Caterpillar Inc., a Delaware corporation (“Caterpillar”), Caterpillar Financial Services Corporation, a Delaware corporation (“CFSC”), Caterpillar International Finance Limited, a corporation organized under the laws of Ireland (“CIF”), Caterpillar Finance Corporation, an entity organized under the laws of Japan (“CFC”), the financial institutions listed on the signature pages hereof and those financial institutions that become “Added Banks” pursuant to Section 2.05(c), in each case together with their respective successors and assigns (the “Banks”), Citibank, N.A. (“Citibank”), as agent (the “Agent”) for the Banks hereunder, Citibank International plc, as the Local Currency Agent, and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as the Japan Local Currency Agent, agree as follows:
Discharge Only Upon Payment In Full. Reinstatement In Certain Circumstances. The Guarantor's obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been indefeasibly paid in full, the Commitments under the Credit Agreement shall have terminated or expired and all Rate Management Transactions have terminated or expired. If at any time any payment of the principal of or interest on any Note or any other amount payable by the Principal or any other party under the Credit Agreement, any Rate Management Transaction or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Principal or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.
Discharge Only Upon Payment In Full. Reinstatement in Certain ------------------------------------------------------------- Circumstances. Each Company's obligations under the Loan Papers remain in full ------------- force and effect until the Total Commitment is terminated and the Obligation is paid in full (except for provisions under the Loan Papers expressly intended to survive payment of the Obligation and termination of the Loan Papers). If at any time any payment of the principal of or interest on any Note or any other amount payable by Borrower or any other obligor on the Obligation under any Loan Paper is rescinded or must be restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or otherwise, the obligations of each Company under the Loan Papers with respect to that payment shall be reinstated as though the payment had been due but not made at that time.
Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 99 SECTION 9.04. Waiver by CFSC 99 SECTION 9.05. Subrogation 99 SECTION 9.06. Stay of Acceleration 99
Discharge Only Upon Payment In Full. Reinstatement In Certain Circumstances. Each of the Guarantors' obligations hereunder shall remain in full force and effect until all Guaranteed Obligations (other than contingent indemnity obligations) shall have been paid in full in cash and the Commitments and all Facility LCs issued under the 3-Year Credit Agreement shall have terminated or expired. If at any time any payment of the principal of or interest on any Advance, any Reimbursement Obligation or any other amount payable by any Borrower or any other party under the Credit Agreements or any other Loan Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of any Borrower or otherwise, each of the Guarantors' obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.
Discharge Only Upon Payment In Full. Reinstatement In Certain Circumstances
Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 65 Section 11.04. Waiver by the Company 65 Section 11.05. Subrogation 66 Section 11.06. Stay of Acceleration 66 Section 11.07. Continuing Guaranty 66 Section 12.01. Notices 66 Section 12.02. Waivers; Amendments 68 Section 12.03. Expenses; Indemnity; Damage Waiver 69 Section 12.04. Successors and Assigns 70 Section 12.05. Survival 72 Section 12.06. Counterparts; Integration; Effectiveness 72 Section 12.07. Severability 73 Section 12.08. Right of Set-Off 73 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process 73 Section 12.10. WAIVER OF JURY TRIAL 74 Section 12.11. Judgment Currency 74 Section 12.12. Headings 74 Section 12.13. Confidentiality 74 Section 12.14. USA Patriot Act Notification 75 Section 12.15. No Fiduciary Duty 75 Schedule 1.01 – Mandatory Costs Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Schedule 6.01 – Equipment Leases Schedule 6.05 – 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 CREDIT AGREEMENT dated as of July 16, 2010 among CUMMINS INC., CUMMINS LTD., CUMMINS POWER GENERATION LTD., CUMMINS GENERATOR TECHNOLOGIES LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender, BANK OF AMERICA, N.A., as Syndication Agent and Swingline Lender, ING BANK N.V., DUBLIN BRANCH, as Co-Documentation Agent and Swingline Lender, and EXPORT DEVELOPMENT CANADA, HSBC BANK USA, N.A. 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. The Supporting Guarantor's obligations under this ------------------------ Guaranty constitute a continuing guaranty and shall remain in full force and effect until either (i) this Guaranty is terminated pursuant to Section 216 of Vencor's Credit Agreement or (ii) the Commitments of each Bank shall have been terminated and the Credit Exposure of each Bank shall have been reduced to zero and all amounts payable by Vencor under the Financing Documents shall have been paid in full. If at any time any amount payable by Vencor under any Financing Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of Vencor or otherwise, the Supporting Guarantor's obligations under this Guaranty with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.
Discharge Only Upon Payment In Full. Reinstatement In ----------------------------------------------------- Certain Circumstances. The Guarantor's obligations hereunder shall remain in --------------------- full force and effect until all Guaranteed Obligations shall have been paid in full and the Commitments under the Credit Agreement shall have terminated or expired. If at any time any payment of any portion of the Guaranteed Obligations is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantor's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time.
