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

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 65 58 Section 11.04. Waiver by the Company 65 Guarantor 58 Section 11.05. Subrogation 66 58 Section 11.06. Stay of Acceleration 66 58 Section 11.07. Continuing Guaranty 66 59 Section 11.08. Limitation on Obligations of Subsidiary Guarantor 59 Section 12.01. Notices 66 60 Section 12.02. Waivers; Amendments 68 61 Section 12.03. Expenses; Indemnity; Damage Waiver 69 62 Section 12.04. Successors and Assigns 70 63 Section 12.05. Survival 72 66 Section 12.06. Counterparts; Integration; Effectiveness 72 66 Section 12.07. Severability 73 67 Section 12.08. Right of Set-Off 73 off 67 Section 12.09. Governing Law; Jurisdiction; Consent to Service of Process 73 67 Section 12.10. WAIVER OF JURY TRIAL 74 68 Section 12.11. Judgment Currency 74 68 Section 12.12. Headings 74 68 Section 12.13. Confidentiality 74 68 Section 12.14. USA Patriot Act Notification 75 Section 12.15. No Fiduciary Duty 75 69 Schedule 1.01 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 6.05 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 July 16December 1, 2010 2004 among CUMMINS INC., CUMMINS ENGINE CO. LTD., CUMMINS POWER GENERATION LTD., CUMMINS GENERATOR TECHNOLOGIES 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, Issuing Bank CITICORP USA, INC., as Syndication Agent, and Swingline Lender, BANK OF AMERICA, N.A., as Syndication Agent and Swingline Lender, ING THE BANK N.V., DUBLIN BRANCH, as Co-Documentation Agent and Swingline Lender, and EXPORT DEVELOPMENT CANADA, HSBC BANK USA, N.A. OF NOVA SCOTIA and THE ROYAL BANK OF SCOTLAND PLCplc., as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 65 75 Section 11.0410.04. Waiver by the Company 65 75 Section 11.0510.05. Subrogation 66 75 Section 11.0610.06. Stay of Acceleration 66 76 MISCELLANEOUS Section 11.07. Continuing Guaranty 66 Section 12.0111.01. Notices 66 76 Section 12.0211.02. Waivers; Amendments 68 No Waivers 78 Section 12.0311.03. Expenses; IndemnityIndemnification 78 Section 11.04. Set-offs; Damage Waiver 69 Sharing 79 Section 12.0411.05. Amendments and Waivers. 80 Section 11.06. Successors and Assigns 70 81 Section 12.0511.07. Survival 72 Collateral 83 Section 12.06. Counterparts; Integration; Effectiveness 72 Section 12.07. Severability 73 Section 12.08. Right of Set-Off 73 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 73 Jury Trial 84 Section 12.1011.11. WAIVER OF JURY TRIAL 74 Patriot Act Notice 84 Section 12.11. Judgment Currency 74 Section 12.12. Headings 74 Section 12.1311.12. Confidentiality 74 84 Section 12.14. USA Patriot Act Notification 75 Section 12.1511.13. No Fiduciary Duty 75 86 Section 11.14. Survival 86 Commitment Schedule 1.01 – Mandatory Costs Pricing 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 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 H – Form of Opinion of Company’s External Counsel Mandatory Costs Rate Exhibit B-2 I – 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 U.S. Tax Compliance Certificate CREDIT AGREEMENT dated as of July 16October 28, 2010 2011 among CUMMINS ALLERGAN, 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 CITIBANK, N.A., as Syndication Agent 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:Agent.

Discharge Only Upon Payment In Full. Reinstatement Reimbursement in Certain Circumstances 65 68 Section 11.049.04. Waiver by the Company 65 Parent Guarantor 68 Section 11.059.05. Subrogation 66 68 Section 11.069.06. Stay of Acceleration 66 68 Section 11.079.07. Continuing Guaranty 66 Scheme 68 MISCELLANEOUS Section 12.0110.01. Notices 66 69 Section 12.0210.02. Waivers; Amendments 68 70 Section 12.0310.03. Expenses; Indemnity; Damage Waiver 69 71 Section 12.0410.04. Successors and Assigns 70 73 Section 12.0510.05. Survival 72 77 Section 12.0610.06. Counterparts; Integration; Effectiveness 72 Integration 77 Section 12.0710.07. Severability 73 78 Section 12.0810.08. Right of Set-Off 73 Setoff 78 Section 12.0910.09. Governing Law; Jurisdiction; Consent to Service of Process 73 78 Section 12.1010.10. WAIVER OF JURY TRIAL 74 79 Section 12.1110.11. Waiver of Immunities 80 Section 10.12. Judgment Currency 74 80 Section 12.1210.13. Headings 74 80 Section 12.1310.14. Confidentiality 74 81 Section 12.1410.15. USA Patriot Act Notification 75 Material Non-Public Information 82 Section 12.1510.16. Interest Rate Limitation 82 Section 10.17. No Fiduciary Duty 75 Schedule 1.01 – Mandatory Costs 83 Section 10.18. USA PATRIOT Act 83 SCHEDULES: Schedule 2.01 – Commitments Schedule 2.05 – Existing Letters of Credit Initial Issuing Banks Schedule 3.14 – Subsidiaries Schedule 6.01 – Equipment Leases Existing Indebtedness Schedule 6.05 6.02 – 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, Xxxxx & Xxxx Legal Opinion on Effective Date Exhibit E – Election to Terminate Exhibit F – Form of Xxxxxx Xxx Legal Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate on Effective Date CREDIT AGREEMENT dated as of July 16March 25, 2010 2013 among CUMMINS INC.MALLINCKRODT INTERNATIONAL FINANCE S.A., CUMMINS LTD.a public limited liability company (société anonyme), CUMMINS POWER GENERATION LTD.having its registered office at 0x xxxxxxxxx Xxxxxx Xxxxx, CUMMINS GENERATOR TECHNOLOGIES LIMITEDL-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, Issuing Bank and Swingline Lenderand, BANK OF AMERICAfrom the Effective Date, 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 MALLINCKRODT PLC, as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 65 47 Section 11.049.04. Waiver by the Company 65 Guarantor 47 Section 11.059.05. Subrogation 66 47 Section 11.069.06. Stay of Acceleration 66 47 ARTICLE 10 Miscellaneous Section 11.07. Continuing Guaranty 66 Section 12.0110.01. Notices 66 47 Section 12.0210.02. Waivers; Amendments 68 No Waivers 48 Section 12.0310.03. Expenses; Indemnity; Damage Waiver 69 Indemnification 48 Section 12.0410.04. Sharing of Set-offs 48 Section 10.05. Amendments and Waivers 49 Section 10.06. Successors and Assigns 70 49 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 12.0910.07. Governing Law; JurisdictionSubmission to Jurisdiction 51 Section 10.08. Counterparts; Consent to Service of Process 73 Integration 51 Section 12.1010.09. WAIVER OF JURY TRIAL 74 52 Section 12.11. Judgment Currency 74 Section 12.12. Headings 74 Section 12.1310.10. Confidentiality 74 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 75 Section 12.15. No Fiduciary Duty 75 Notice 52 Commitment Schedule 1.01 – Mandatory Costs Schedule 2.01 – Commitments 4.05 — Litigation Schedule 2.05 – 4.07 — Environmental Matters Schedule 5.07 — Existing Letters of Credit Liens Schedule 6.01 – Equipment Leases 5.12 — Existing Debt Schedule 6.05 – 5.13 — Existing Restrictions 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 Borrowing iii CREDIT AGREEMENT AGREEMENT dated as of July 16February 5, 2010 2004 among CUMMINS QWEST SERVICES CORPORATION, QWEST COMMUNICATIONS INTERNATIONAL 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 listed on the signature pages hereof 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:Administrative Agent.

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 65 64 Section 11.0410.04. Waiver by the Company 64 Section 10.05. Subrogation 64 Section 10.06. Stay of Acceleration 64 ARTICLE 11 MISCELLANEOUS Section 11.01. Notices 64 Section 11.02. No Waivers 65 Section 11.03. Expenses; Indemnification 65 Section 11.04. Sharing of Set-offs 65 Section 11.05. Subrogation Amendments and Waivers 66 Section 11.06. Stay of Acceleration 66 Successors and Assigns 67 Section 11.07. Continuing Guaranty 66 Section 12.01. Notices 66 Section 12.02. Waivers; Amendments Designated Lenders 68 Section 12.0311.08. Expenses; Indemnity; Damage Waiver Collateral 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 12.0911.09. Governing Law; JurisdictionSubmission to Jurisdiction 69 PAGE Section 11.10. Counterparts; Consent to Service of Process 73 Integration 69 Section 12.1011.11. WAIVER OF JURY TRIAL 74 70 Section 12.1111.12. Judgment Currency 74 70 Section 12.12. Headings 74 Section 12.13. Confidentiality 74 Section 12.1411.13. USA Patriot Act Notification 75 Section 12.15. No Fiduciary Duty 75 70 Pricing Schedule 1.01 – Mandatory Costs Commitment Schedule 2.01 – Commitments Schedule 2.05 – 1—Subsidiaries Schedule 2—Existing Letters of Credit Schedule 6.01 – Equipment Leases Schedule 6.05 – 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 CREDIT J—Assignment and Assumption Agreement Exhibit K—Designation Agreement AGREEMENT dated as of July 16March 4, 2010 2005 among CUMMINS UNIVERSAL HEALTH SERVICES, INC., CUMMINS LTD., CUMMINS POWER GENERATION LTD., CUMMINS GENERATOR TECHNOLOGIES LIMITED, the ELIGIBLE SUBSIDIARIES referred to herein, the LENDERS party heretolisted on the signature pages hereof, 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 ABN AMRO BANK N.V., DUBLIN BRANCHSUNTRUST BANK and WACHOVIA BANK, as Co-Documentation Agent and Swingline Lender, and EXPORT DEVELOPMENT CANADA, HSBC BANK USA, N.A. and THE ROYAL BANK OF SCOTLAND PLCNATIONAL ASSOCIATION, as Co-Documentation Agents. The parties hereto agree as follows:

Discharge Only Upon Payment In Full. Reinstatement in Certain Circumstances 65 93 Section 11.049.04. Waiver by the Company 65 Orion 93 Section 11.059.05. Subrogation 66 93 Section 11.069.06. Stay of Acceleration 66 93 Section 11.079.07. Continuing Guaranty 66 Limitation on the Obligations 94 MISCELLANEOUS Section 12.0110.01. Notices 66 94 Section 12.0210.02. Waivers; Amendments 68 No Waivers 94 Section 12.0310.03. Expenses; IndemnityIndemnification 94 Section 10.04. Sharing of Set-Offs 95 Section 10.05. Amendments and Waivers; Damage Waiver 69 Release of Guarantors or Collateral 95 Section 12.0410.06. Successors and Assigns 70 98 Section 12.0510.07. Survival 72 Collateral 102 Section 12.06. Counterparts; Integration; Effectiveness 72 Section 12.07. Severability 73 Section 12.08. Right of Set-Off 73 Section 12.0910.08. Governing Law; JurisdictionSubmission to Jurisdiction 102 Section 10.09. Counterparts; Consent to Service Integration 102 Section 10.10. Waiver of Process 73 Jury Trial 103 Section 12.10. WAIVER OF JURY TRIAL 74 Section 12.11. Judgment Currency 74 Section 12.12. Headings 74 Section 12.1310.11. Confidentiality 74 103 Section 12.1410.12. USA Patriot Act Notification 75 Section 12.15. No Fiduciary Duty 75 Non-reliance on Tracinda 103 Pricing Schedule Commitment Schedule Schedule 1.01 – Mandatory Costs Library Films Schedule 2.01 4.05 – Commitments Material Litigation Schedule 2.05 4.09 – Material Subsidiaries Schedule 5.10 – Existing Letters of Credit Liens Schedule 6.01 5.11 – Equipment Leases Outstanding Debt Schedule 6.05 5.13 – Existing Restrictions Transactional Agreements with Affiliates Exhibit A – Form Note Exhibit B – Opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel for the Obligors Exhibit C – Section 8.04(d) Certificate Exhibit D – 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 Agreement Exhibit E – Election to Terminate Exhibit F – Form of Opinion of Eligible Subsidiary’s Counsel Exhibit G – Form of Compliance Certificate CREDIT Master Assignment and Assumption Agreement AGREEMENT dated as of July 16April 26, 2010 2004 among CUMMINS METRO-XXXXXXX-XXXXX STUDIOS 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 the L/C ISSUERS party hereto and Swingline Lender, BANK OF AMERICA, N.A., as Syndication Agent Agent. MGM Studios and Swingline LenderOrion (each as defined below), ING BANK N.V.certain lenders, DUBLIN BRANCHthe L/C Issuers named therein and Bank of America, N.A., as Co-Documentation Agent are parties to the Third Amended and Swingline LenderRestated Credit Agreement dated as of June 11, 2002 (as originally in effect and as amended from time to time prior to the Effective Date (as defined below), the “Original Credit Agreement”), and EXPORT DEVELOPMENT CANADAwish to amend the Original Credit Agreement and restate it as so amended, HSBC BANK USA, N.A. and THE ROYAL BANK OF SCOTLAND PLCeffective upon the satisfaction of the conditions specified in Section 3.01, as Co-Documentation Agentsprovided in this Restatement IV of Credit Agreement (as so amended and restated, and as the same may be amended from time to time after the Effective Date referred to below, this “Agreement”; references to the Agreement include, for periods prior to the Effective Date, the Original Credit Agreement as in effect from time to time). The parties hereto therefore agree as follows: