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

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 75 Section 10.04. Waiver by the Company 75 Section 10.05. Subrogation 75 Section 10.06. Stay of Acceleration 76 ARTICLE 11 MISCELLANEOUS Section 11.01. Notices 76 Section 11.02. No Waivers 78 Section 11.03. Expenses; Indemnification 78 Section 11.04. Set-offs; Sharing 79 Section 11.05. Amendments and Waivers. 80 Section 11.06. Successors and Assigns 81 Section 11.07. Collateral 83 Section 11.08. Governing Law; Submission to Jurisdiction 83 Section 11.09. Counterparts; Integration 84 Section 11.10. Waiver of Jury Trial 84 Section 11.11. Patriot Act Notice 84 Section 11.12. Confidentiality 84 Section 11.13. No Fiduciary Duty 86 Section 11.14. Survival 86 Commitment Schedule Pricing Schedule 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 Agreement Exhibit H – Mandatory Costs Rate Exhibit I – U.S. Tax Compliance Certificate AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT dated as of October 28, 2011 among ALLERGAN, INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent and BANK OF AMERICA, N.A., as Documentation Agent.

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 75 58 Section 10.0411.04. Waiver by the Company 75 Guarantor 58 Section 10.0511.05. Subrogation 75 58 Section 10.0611.06. Stay of Acceleration 76 58 Section 11.07. Continuing Guaranty 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 ARTICLE 11 12 MISCELLANEOUS Section 11.0112.01. Notices 76 60 Section 11.0212.02. No Waivers 78 Waivers; Amendments 61 Section 11.0312.03. Expenses; Indemnification 78 Indemnity; Damage Waiver 62 Section 11.04. Set-offs; Sharing 79 Section 11.05. Amendments and Waivers. 80 Section 11.0612.04. Successors and Assigns 81 63 Section 11.0712.05. Collateral 83 Survival 66 Section 11.0812.06. Counterparts; Integration; Effectiveness 66 Section 12.07. Severability 67 Section 12.08. Right of Set-off 67 Section 12.09. Governing Law; Submission Jurisdiction; Consent to Jurisdiction 83 Service of Process 67 Section 11.0912.10. Counterparts; Integration 84 WAIVER OF JURY TRIAL 68 Section 11.1012.11. Waiver of Jury Trial 84 Judgment Currency 68 Section 11.1112.12. Headings 68 Section 12.13. Confidentiality 68 Section 12.14. USA Patriot Act Notice 84 Section 11.12. Confidentiality 84 Section 11.13. No Fiduciary Duty 86 Section 11.14. Survival 86 Commitment Notification 69 SCHEDULES 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 EXHIBITS 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 Agreement 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 – Mandatory Costs Rate Exhibit I – U.S. Tax Compliance Certificate AMENDED AND RESTATED Joinder Agreement CREDIT AGREEMENT AGREEMENT dated as of October 28December 1, 2011 2004 among ALLERGAN, 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., N.A. (formerly known as JPMorgan Chase Bank) as Administrative Agent, CITIBANKCITICORP USA, N.A.INC., as Syndication Agent Agent, and BANK OF AMERICA, N.A., THE BANK OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND plc., as Co-Documentation Agent.Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement Reimbursement in Certain Circumstances 75 68 Section 10.049.04. Waiver by the Company 75 Parent Guarantor 68 Section 10.059.05. Subrogation 75 68 Section 10.069.06. Stay of Acceleration 76 68 Section 9.07. Scheme 68 ARTICLE 11 10 MISCELLANEOUS Section 11.0110.01. Notices 76 69 Section 11.0210.02. No Waivers 78 Waivers; Amendments 70 Section 11.0310.03. Expenses; Indemnification 78 Indemnity; Damage Waiver 71 Section 11.04. Set-offs; Sharing 79 Section 11.05. Amendments and Waivers. 80 Section 11.0610.04. Successors and Assigns 81 73 Section 11.0710.05. Collateral 83 Survival 77 Section 11.0810.06. Counterparts; Integration 77 Section 10.07. Severability 78 Section 10.08. Right of Setoff 78 Section 10.09. Governing Law; Submission Jurisdiction; Consent to Jurisdiction 83 Service of Process 78 Section 11.0910.10. Counterparts; Integration 84 WAIVER OF JURY TRIAL 79 Section 11.1010.11. Waiver of Jury Trial 84 Immunities 80 Section 11.1110.12. Patriot Act Notice 84 Judgment Currency 80 Section 11.1210.13. Headings 80 Section 10.14. Confidentiality 84 81 Section 11.1310.15. Material Non-Public Information 82 Section 10.16. Interest Rate Limitation 82 Section 10.17. No Fiduciary Duty 86 83 Section 11.1410.18. Survival 86 Commitment USA PATRIOT Act 83 SCHEDULES: Schedule Pricing 2.01 – Commitments Schedule 2.05 – Initial Issuing Banks Schedule 3.14 – Subsidiaries Schedule 6.01 – Existing Indebtedness Schedule 6.02 – Existing Liens EXHIBITS: 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 Agreement Exhibit H B – Mandatory Costs Rate Form of Parent Guarantor Supplement Exhibit I C – U.S. Tax Compliance Form of Secretary Certificate AMENDED AND RESTATED for Parent Guarantor Exhibit D – Form of Wachtell, Lipton, Xxxxx & Xxxx Legal Opinion on Effective Date Exhibit E – Form of Xxxxxx Xxx Legal Opinion on Effective Date CREDIT AGREEMENT AGREEMENT dated as of October 28March 25, 2011 2013 among ALLERGANMALLINCKRODT INTERNATIONAL FINANCE S.A., INC.a public limited liability company (société anonyme), having its registered office at 0x xxxxxxxxx Xxxxxx Xxxxx, L-1724 Luxembourg, registered with the ELIGIBLE SUBSIDIARIES referred to hereinLuxembourg trade and companies register under number B.172865, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A.NATIONAL ASSOCIATION, as Administrative Agent, CITIBANKand, N.A.from the Effective Date, MALLINCKRODT PLC. The parties hereto agree as Syndication Agent and BANK OF AMERICA, N.A., as Documentation Agent.follows:

Discharge Only Upon Payment In Full. Reinstatement in In Certain Circumstances 75 Section 10.04. 61 9.4 Waiver by the Company 75 Section 10.05. Guarantor 62 9.5 Subrogation 75 Section 10.06. 62 9.6 Stay of Acceleration 76 62 9.7 Foreign Currency Obligations 62 ARTICLE 11 10 MISCELLANEOUS Section 11.01. 10.1 Notices 76 Section 11.02. 63 10.2 Reliance on Verbal Instructions 63 10.3 No Waivers 78 Section 11.03. 63 10.4 Expenses; Indemnification 78 Section 11.04. 63 10.5 Set-offs; off, Etc 64 10.6 Sharing 79 Section 11.05. of Set-offs 65 10.7 Foreign Currency Judgments 65 10.8 Amendments and Waivers. 80 Section 11.06. Waivers 65 10.9 Successors and Assigns 81 Section 11.07. Collateral 83 Section 11.08. Governing 66 10.10Confidentiality 67 10.11Further Assurances 68 10.12Governing Law; Submission to Jurisdiction 83 Section 11.09. Counterparts68 10.13Counterparts; Integration 84 Section 11.10. Waiver of Jury Trial 84 Section 11.11. Patriot Act Notice 84 Section 11.12. Confidentiality 84 Section 11.13. No Fiduciary Duty 86 Section 11.14. Survival 86 Commitment Schedule 69 Pricing Schedule Schedule I - Existing Credit Agreements Schedule II - Addresses for Notice EXHIBITS Exhibit A – Form - Notice of Borrowing Exhibit B - Notice of Conversion and Rollover Exhibit C - Acceptance 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 Agreement Exhibit H – Mandatory Costs Rate E-1 - Form of Opinion of Fraser & Xxxxxx Exhibit I – U.S. Tax Compliance Certificate AMENDED AND RESTATED E-2 - Form of Opinion of Sidley & Austin Exhibit E-3 - Form of Opinion of Xxxxxxxxx X. Xxxxx Exhibit F-1 - Form of Bankers' Acceptance Power of Attorney Exhibit F-2 - Form of Acceptance Notes Power of Attorney FIVE-YEAR CANADIAN CREDIT AGREEMENT FIVE-YEAR CANADIAN CREDIT AGREEMENT dated as of October 28December 22, 2011 1997 among ALLERGANINTERNATIONAL MINERALS & CHEMICAL (CANADA) GLOBAL LIMITED, IMC KALIUM CANADA LTD., IMC GLOBAL INC., the ELIGIBLE SUBSIDIARIES referred to hereinBANKS listed on the signature pages hereof, the LENDERS party hereto, JPMORGAN CHASE BANK, N.A.and ROYAL BANK OF CANADA, as Administrative Agent, CITIBANK, N.A., . The parties hereto agree as Syndication Agent and BANK OF AMERICA, N.A., as Documentation Agent.follows:

Discharge Only Upon Payment In Full. Reinstatement in In Certain Circumstances 75 Section 10.04. 72 SECTION 9.04 Waiver by the Company 75 Section 10.05. 72 -iii- TABLE OF CONTENTS (continued) SECTION 9.05 Subrogation 75 Section 10.06. Stay of Acceleration 76 73 ARTICLE 11 X MISCELLANEOUS Section 11.01. 73 SECTION 10.01 Notices 76 Section 11.02. 73 SECTION 10.02 No Waivers 78 Section 11.03. 74 SECTION 10.03 Expenses; Indemnification 78 Section 11.04. SetIndemnification; Non-offs; Liability of Banks 74 SECTION 10.04 Sharing 79 Section 11.05. of Payments 75 SECTION 10.05 Amendments and Waivers. 80 Section 11.06. Waivers 75 SECTION 10.06 Successors and Assigns 81 Section 11.07. 76 SECTION 10.07 Collateral 83 Section 11.08. Governing Law; Submission to Jurisdiction 83 Section 11.09. 77 SECTION 10.08 New York Law 77 SECTION 10.09 Judicial Proceedings 77 SECTION 10.10 Counterparts; Integration 84 Section 11.10. Waiver Integration; Headings 78 SECTION 10.11 Confidentiality 78 SECTION 10.12 WAIVER OF JURY TRIAL 79 SECTION 10.13 Joinder and Termination of Jury Trial 84 Section 11.11. Patriot Subsidiary Account Party 79 SECTION 10.14 USA PATRIOT Act Notice 84 Section 11.12. Confidentiality 84 Section 11.13. 80 SECTION 10.15 No Fiduciary Duty 86 Section 11.14. Survival 86 Commitment 81 SECTION 10.16 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 81 SECTION 10.17 Unenforceability 82 SECTION 10.18 Electronic Execution 82 Schedule Pricing I Commitments Schedule Exhibit II Continued Existing Letters of Credit Schedule III Restricted Subsidiaries Schedule IV Existing Instruments EXHIBIT A – Form of Note Exhibit EXHIBIT B – Form Opinion of Competitive Bid Quote Request Exhibit Counsel of the Company EXHIBIT C – Form Opinion of Invitation for Competitive Bid Quotes Exhibit Xxxxxx, Xxxxx & Xxxxxxx LLP, Special New York Counsel to the Administrative Agent 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 E Form of Confirming Bank Agreement Exhibit H – Mandatory Costs Rate Exhibit I – U.S. Tax Compliance Certificate AMENDED AND RESTATED EXHIBIT F Form of Subsidiary Joinder Agreement EXHIBIT G Subsidiary Termination Notice CREDIT AGREEMENT AGREEMENT dated as of October 28July 31, 2011 among ALLERGAN, INC.2019 among: LINCOLN NATIONAL CORPORATION, the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS SUBSIDIARY ACCOUNT PARTIES party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent the BANKS party hereto and BANK OF AMERICA, N.A., as Documentation Administrative Agent.. The Account Parties have requested that the Banks issue letters of credit for their account and make loans to them in an aggregate face or principal amount not exceeding $2,250,000,000 at any one time outstanding, and the Banks are prepared to issue such letters of credit and make such loans upon the terms and conditions hereof. Accordingly, the parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 75 47 Section 10.049.04. Waiver by the Company 75 Guarantor 47 Section 10.059.05. Subrogation 75 47 Section 10.069.06. Stay of Acceleration 76 47 ARTICLE 11 MISCELLANEOUS 10 Miscellaneous Section 11.0110.01. Notices 76 47 Section 11.0210.02. No Waivers 78 48 Section 11.0310.03. Expenses; Indemnification 78 48 Section 11.0410.04. Sharing of Set-offs; Sharing 79 offs 48 Section 11.0510.05. Amendments and Waivers. 80 Waivers 49 Section 11.0610.06. Successors and Assigns 81 49 Section 11.07. Collateral 83 Section 11.0810.07. Governing Law; Submission to Jurisdiction 83 51 Section 11.0910.08. Counterparts; Integration 84 51 Section 11.1010.09. Waiver of Jury Trial 84 WAIVER OF JURY TRIAL 52 Section 11.1110.10. Confidentiality 52 Section 10.11. 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 Notice 84 Section 11.12. Confidentiality 84 Section 11.13. No Fiduciary Duty 86 Section 11.14. Survival 86 52 Commitment Schedule Pricing Schedule 4.05 — Litigation Schedule 4.07 — Environmental Matters Schedule 5.07 — Existing Liens Schedule 5.12 — Existing Debt Schedule 5.13 — Existing Investments Exhibit A – Form of — Note Exhibit B – Form of Competitive Bid Quote Request — Security and Pledge Agreement Exhibit C – Form of Invitation for Competitive Bid Quotes — Term Loan Addendum Exhibit D – Form — Opinions of Competitive Bid Quote Counsel for the Loan Parties Exhibit E – Form of Election to Participate Exhibit F – Form of Election to Terminate Exhibit G – Form of — Assignment and Assumption Agreement Exhibit H – Mandatory Costs Rate Exhibit I – U.S. Tax Compliance Certificate AMENDED AND RESTATED F — Notice of Borrowing iii CREDIT AGREEMENT AGREEMENT dated as of October 28February 5, 2011 2004 among ALLERGANQWEST SERVICES CORPORATION, QWEST COMMUNICATIONS INTERNATIONAL INC., the ELIGIBLE SUBSIDIARIES referred to herein, LENDERS listed on the LENDERS party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent signature pages hereof and BANK OF AMERICA, N.A., as Documentation Administrative Agent.

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 75 64 Section 10.04. Waiver by the Company 75 64 Section 10.05. Subrogation 75 64 Section 10.06. Stay of Acceleration 76 64 ARTICLE 11 MISCELLANEOUS Section 11.01. Notices 76 64 Section 11.02. No Waivers 78 65 Section 11.03. Expenses; Indemnification 78 65 Section 11.04. Sharing of Set-offs; Sharing 79 offs 65 Section 11.05. Amendments and Waivers. 80 Waivers 66 Section 11.06. Successors and Assigns 81 67 Section 11.07. Collateral 83 Designated Lenders 68 Section 11.08. Collateral 69 Section 11.09. Governing Law; Submission to Jurisdiction 83 69 PAGE Section 11.0911.10. Counterparts; Integration 84 Section 11.10. Waiver of Jury Trial 84 69 Section 11.11. Patriot Act Notice 84 WAIVER OF JURY TRIAL 70 Section 11.12. Confidentiality 84 Judgment Currency 70 Section 11.13. No Fiduciary Duty 86 Section 11.14. Survival 86 USA Patriot Act 70 Pricing Schedule Commitment Schedule Pricing Schedule 1—Subsidiaries Schedule 2—Existing Debt Exhibit A – Form of A—Note Exhibit B – Form of B—Competitive Bid Quote Request Exhibit C – Form of C—Invitation for Competitive Bid Quotes Exhibit D – Form of D—Competitive Bid Quote Exhibit E – Form E-1—Opinion of Counsel for the Borrower Exhibit E-2—Opinion of the General Counsel of the Borrower Exhibit F—Opinion of Special Counsel for the Administrative Agent and the Arrangers Exhibit G—Election to Participate Exhibit F – Form of H—Election to Terminate Exhibit G – Form I—Opinion of Counsel for an Eligible Subsidiary Exhibit J—Assignment and Assumption Agreement Exhibit H – Mandatory Costs Rate Exhibit I – U.S. Tax Compliance Certificate AMENDED AND RESTATED K—Designation Agreement CREDIT AGREEMENT AGREEMENT dated as of October 28March 4, 2011 2005 among ALLERGANUNIVERSAL HEALTH SERVICES, INC., the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS party heretolisted on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANKBANK OF AMERICA, N.A., as Syndication Agent and ABN AMRO BANK OF AMERICAN.V., N.A.SUNTRUST BANK and WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent.Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 75 65 Section 10.0411.04. Waiver by the Company 75 65 Section 10.0511.05. Subrogation 75 66 Section 10.0611.06. Stay of Acceleration 76 66 Section 11.07. Continuing Guaranty 66 ARTICLE 11 12 MISCELLANEOUS Section 11.0112.01. Notices 76 66 Section 11.0212.02. No Waivers 78 Waivers; Amendments 68 Section 11.0312.03. Expenses; Indemnification 78 Indemnity; Damage Waiver 69 Section 11.04. Set-offs; Sharing 79 Section 11.05. Amendments and Waivers. 80 Section 11.0612.04. Successors and Assigns 81 70 Section 11.0712.05. Collateral 83 Survival 72 Section 11.0812.06. Counterparts; Integration; Effectiveness 72 Section 12.07. Severability 73 Section 12.08. Right of Set-Off 73 Section 12.09. Governing Law; Submission Jurisdiction; Consent to Jurisdiction 83 Service of Process 73 Section 11.0912.10. Counterparts; Integration 84 WAIVER OF JURY TRIAL 74 Section 11.1012.11. Waiver of Jury Trial 84 Judgment Currency 74 Section 11.1112.12. Headings 74 Section 12.13. Confidentiality 74 Section 12.14. USA Patriot Act Notice 84 Notification 75 Section 11.12. Confidentiality 84 Section 11.1312.15. No Fiduciary Duty 86 Section 11.14. Survival 86 Commitment 75 SCHEDULES Schedule Pricing 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 EXHIBITS 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 Agreement Exhibit H B-1 – Mandatory Costs Rate Form of Opinion of Company’s External Counsel Exhibit I B-2 – U.S. Tax 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 AMENDED AND RESTATED CREDIT AGREEMENT AGREEMENT dated as of October 28July 16, 2011 2010 among ALLERGAN, 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, CITIBANKIssuing 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 AMERICA, N.A.SCOTLAND PLC, as Co-Documentation Agent.Agents. The parties hereto agree as follows: