Discharge Only Upon Payment In Full. Reinstatement In Certain Circumstances. Each of the Subsidiary Guarantors' obligations hereunder shall remain in full force and effect until all Guaranteed Obligations shall have been indefeasibly paid in full and the Commitments under the Credit Agreement shall 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any other amount payable by the Principal or any other party under the Credit Agreement or any other Credit Document is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Principal or otherwise, each of the Subsidiary Guarantor's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 80 SECTION 9.04. Waiver by CFSC 81 SECTION 9.05. Subrogation 81 SECTION 9.06. Stay of Acceleration 81 SCHEDULES Schedule I Commitments Schedule II Commitment Fee, CDS Floor, CDS Cap Table Schedule ERISA Matters 4.01(h) EXHIBITS 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 CREDIT AGREEMENT (4-Year Facility) Dated as of September 16, 2010 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. 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 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
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. 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 2.16 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.
Discharge Only Upon Payment In Full. Reinstatement In ----------------------------------------------------- Certain Circumstances. Each Subsidiary 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 in favor of the Principal shall 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 under the Credit Agreement 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, each Subsidiary 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 58 Section 10.04. Waiver by the Company 59 Section 10.05. Subrogation 59 Section 10.06. Stay of Acceleration 59
