Common use of Payment In Full and Paid Clause in Contracts

Payment In Full and Paid. in Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder (other than unasserted claims for indemnity), termination of the Commitments and expiration or termination (or Cash Collateralization pursuant to Section 2.9.11 [Cash Collateral]) of all Letters of Credit. PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. Pension Plan shall mean at any time an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, or in the case of a “multiple employer” or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. Permitted Acquisition shall mean any acquisition by the Parent or a Subsidiary of Equity Interests in a Person or assets constituting a business or a division or line of business of a Person, (i) if approved by the Required Lenders or (ii) if (a) the business or businesses engaged in by such Person, or such business, division or line of business, as applicable, is permitted by Section 8.2.10 [Continuation of or Change in Business], (b) no Event of Default or Potential Default has occurred and is continuing or would result therefrom, (c) all transactions related thereto are consummated in accordance with applicable Laws in all material respects, (d) all actions required to be taken, if any, with respect to each Subsidiary or asset resulting from such acquisition under Section 8.1.11 [Additional Guarantors and Security] shall be taken, (e) the Parent and its Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to such acquisition, with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], provided that for purposes of determining compliance on a Pro Forma Basis with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], the required Leverage Ratio shall be reduced by 0.25:1.00 from the applicable ratio set forth in Section 8.2.16, (f) in the case of an acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition, and (g) the Parent has delivered to the Administrative Agent a certificate signed by a Financial Officer to the effect set forth in clauses (a) through (f) above and, with respect to clause (e), including reasonably detailed calculations demonstrating compliance therewith. Permitted Investments shall mean:

Payment In Full and Paid. in Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder (other than unasserted claims except contingent indemnification obligations for indemnitywhich no claim has been made), termination of the Commitments and expiration or termination (or Cash Collateralization pursuant to Section 2.9.11 [Cash Collateral]) of all Letters of Credit (or, with respect to any undrawn Letters of Credit, the full Cash Collateralization thereof). PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. Pension Plan shall mean at any time an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group or or, (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, or in the case of a “multiple employer” or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years, or (iii) to which any Borrower or any member of the ERISA Group may have any liability (contingent or otherwise). Permitted Acquisition shall mean any acquisition by have the Parent or a Subsidiary of Equity Interests in a Person or assets constituting a business or a division or line of business of a Person, (i) if approved by the Required Lenders or (ii) if (a) the business or businesses engaged in by such Person, or such business, division or line of business, as applicable, is permitted by Section 8.2.10 [Continuation of or Change in Business], (b) no Event of Default or Potential Default has occurred and is continuing or would result therefrom, (c) all transactions related thereto are consummated in accordance with applicable Laws in all material respects, (d) all actions required to be taken, if any, with respect to each Subsidiary or asset resulting from such acquisition under Section 8.1.11 [Additional Guarantors and Security] shall be taken, (e) the Parent and its Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to such acquisition, with the covenant contained meaning specified in Section 8.2.16 8.2.6 [Maximum Leverage RatioLiquidations, Mergers, Consolidations, Acquisitions], provided that for purposes of determining compliance on a Pro Forma Basis with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], the required Leverage Ratio shall be reduced by 0.25:1.00 from the applicable ratio set forth in Section 8.2.16, (f) in the case of an acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition, and (g) the Parent has delivered to the Administrative Agent a certificate signed by a Financial Officer to the effect set forth in clauses (a) through (f) above and, with respect to clause (e), including reasonably detailed calculations demonstrating compliance therewith. Permitted Investments shall mean:: DMFIRM #404836892 v17 24 (i) direct obligations of the United States of America or any agency or instrumentality thereof or obligations backed by the full faith and credit of the United States of America maturing in twelve (12) months or less from the date of acquisition;

Payment In Full and Paid. in Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder (other than unasserted claims for indemnity)hereunder, termination of the Commitments and expiration or termination (or Cash Collateralization pursuant to Section 2.9.11 [Cash Collateral]) of all Letters of CreditCredit (other than Letters of Credit as to which other arrangements with respect thereto satisfactory to the Issuing Lender shall have been made). PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. Pension Plan shall mean at any time (a) an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISA, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group, or in the case of a “multiple employer” or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan yearsyears or (b) a pension plan, retirement plan, or other employee retirement benefit plan governed by, as applicable, the French Pension Laws or the Spanish Pension Laws. Permitted Acquisition shall mean any acquisition by the Parent Borrower or a Subsidiary of Equity Interests in a Person or assets constituting a business or a division or line of business of a Person, (i) if approved by the Required Lenders or (ii) if (a) the business or businesses engaged in by such Person, or such business, division or line of business, as applicable, is permitted by Section 8.2.10 [Continuation of or Change in Business], (b) no Event of Default or Potential Default has occurred and is continuing or would result therefrom, (c) all transactions related thereto are consummated in accordance with applicable Laws in all material respectsLaws, (d) in the case of an acquisition of Equity Interests in a Person, after giving effect to such acquisition, at least a majority of the Equity Interests, both economic and voting power, in such Person, and any other Subsidiary resulting from such acquisition, shall be owned directly or indirectly by the Borrower or such Subsidiary, (e) all actions required to be taken, if any, with respect to each Subsidiary or asset resulting from such acquisition under Section 8.1.11 8.2.9 [Additional Guarantors Subsidiaries, Partnerships and SecurityJoint Ventures] shall be takentaken as and when required by Section 8.2.9, (ef) on the Parent date of the consummation of such acquisition, and after giving effect thereto and the payment of consideration thereunder and costs and expenses in connection therewith by any one or more of the Borrower and its Subsidiaries are in complianceSubsidiaries, on a Pro Forma Basis Liquidity shall not be less than $150,000,000, (g) after giving pro forma effect to such acquisition, with the covenant contained in Section 8.2.16 [Maximum Transaction Leverage Ratio], provided that for purposes of determining compliance on a Pro Forma Basis with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], the required Leverage Ratio shall be reduced by 0.25:1.00 from the applicable ratio set forth in Section 8.2.16, (f) in the case of an acquisition Requirement is met as of the Equity Interests end of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisitionfiscal quarter most recently ended for which financial statements are available, and (gh) the Parent Borrower has delivered to the Administrative Agent a certificate signed by a Financial Officer to the effect set forth in clauses (a) through (fg) above andabove, together with respect to clause (e), including reasonably detailed calculations demonstrating compliance therewith. Permitted Investments shall mean:with clauses (f) and (g) (including financial information relating to the business or Person being acquired reasonably necessary to complete such calculations).

Payment In Full and Paid. in In Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder (other than unasserted claims for indemnity), and termination of the Commitments and expiration or termination (or Cash Collateralization pursuant to Section 2.9.11 [Cash Collateral]) of all Letters of CreditCommitments. PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. Pension Plan shall mean at any time an “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA or Sections 412 and 430 of the Code or Section 302 of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years. Permitted Receivables Financing shall mean any receivables purchase agreement that (i) the Borrower shall have determined in good faith is economically fair and reasonable to the Borrower, (ii) all sales of accounts are made at fair market value (as determined in good faith by the Borrower), (iii) the provisions thereof shall be market terms (as determined in good faith by the Borrower), and (iv) the aggregate “capital” or other liabilities under the transaction shall not exceed $100,000,000. Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity. Plan shall mean at any time an employee pension benefit plan (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISAMultiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section Sections 412 or Section and 430 of the Code or Section 302 of ERISA and either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group. For avoidance of doubt, or in the case terms Plan, Pension Plan and Multiemployer Plan shall exclude any plan that is maintained outside the United States for the benefit of a “multiple employer” or other plan described in persons who are nonresidents aliens as provided under Section 4064(a4(b)(4) of ERISA, has made contributions at any time during the immediately preceding five plan years. Permitted Acquisition Potential Default shall mean any acquisition by the Parent event or a Subsidiary condition which with notice or passage of Equity Interests in a Person or assets constituting a business or a division or line of business of a Person, (i) if approved by the Required Lenders or (ii) if (a) the business or businesses engaged in by such Persontime, or such businessboth, division or line of business, as applicable, is permitted by Section 8.2.10 [Continuation of or Change in Business], (b) no would constitute an Event of Default Default. Prime Rate shall mean a rate per annum equal to the prime rate of interest announced from time to time by U.S. Bank or Potential Default has occurred its parent (which is not necessarily the lowest rate charged to any customer), changing when and is continuing or would result therefrom, (c) all transactions related thereto are consummated in accordance with applicable Laws in all material respects, (d) all actions required to be taken, if any, with respect to each Subsidiary or asset resulting from such acquisition under Section 8.1.11 [Additional Guarantors and Security] as said prime rate changes. Principal Office shall be taken, (e) mean the Parent and its Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to such acquisition, with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], provided that for purposes main banking office of determining compliance on a Pro Forma Basis with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], the required Leverage Ratio shall be reduced by 0.25:1.00 from the applicable ratio set forth in Section 8.2.16, (f) in the case of an acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition, and (g) the Parent has delivered to the Administrative Agent a certificate signed by a Financial Officer to the effect set forth in clauses (a) through (f) above andMinneapolis, with respect to clause (e), including reasonably detailed calculations demonstrating compliance therewith. Permitted Investments shall mean:Minnesota.

Payment In Full and Paid. in In Full shall mean the indefeasible payment in full in cash of the Loans and other Obligations hereunder (other than unasserted claims for indemnity)hereunder, termination of the Commitments and expiration or termination (or Cash Collateralization pursuant to Section 2.9.11 [Cash Collateral]) of all Letters of Credit. PBGC shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA or any successor. Pension Plan shall mean at any time an “"employee pension benefit plan” " (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any times during the immediately preceding five plan years. Permitted Receivables Financing shall mean any receivables purchase agreement that (i) the Borrower shall have determined in good faith is economically fair and reasonable to the Borrower, (ii) all sales of accounts are made at fair market value (as determined in good faith by the Borrower), (iii) the provisions thereof shall be market terms (as determined in good faith by the Borrower), and (iv) the aggregate "capital" or other liabilities under the transaction shall not exceed $100,000,000. Person shall mean any individual, corporation, partnership, limited liability company, association, joint-stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof, or any other entity. Plan shall mean at any time an employee pension benefit plan (including a “multiple employer plan” as described in Sections 4063 and 4064 of ERISAMultiple Employer Plan, but not a Multiemployer Plan) which is covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 or Section 430 of the Code and either (i) is sponsored, maintained or contributed to by any member of the ERISA Group for employees of any member of the ERISA Group or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to by any entity which was at such time a member of the ERISA Group for employees of any entity which was at such time a member of the ERISA Group. For avoidance of doubt, or in the case terms Plan, Pension Plan and Multiemployer Plan shall exclude any plan that is maintained outside the United States for the benefit of a “multiple employer” or other plan described in persons who are nonresidents aliens as provided under Section 4064(a4(b)(4) of ERISA. PNC shall mean PNC Bank, has made contributions at any time during the immediately preceding five plan yearsNational Association, its successors and assigns. Permitted Acquisition Potential Default shall mean any acquisition by the Parent event or a Subsidiary condition which with notice or passage of Equity Interests in a Person or assets constituting a business or a division or line of business of a Person, (i) if approved by the Required Lenders or (ii) if (a) the business or businesses engaged in by such Persontime, or such businessboth, division or line of business, as applicable, is permitted by Section 8.2.10 [Continuation of or Change in Business], (b) no would constitute an Event of Default or Potential Default has occurred and is continuing or would result therefrom, (c) all transactions related thereto are consummated in accordance with applicable Laws in all material respects, (d) all actions required Default. Prime Rate shall mean the interest rate per annum announced from time to be taken, if any, with respect to each Subsidiary or asset resulting from such acquisition under Section 8.1.11 [Additional Guarantors and Security] shall be taken, (e) the Parent and its Subsidiaries are in compliance, on a Pro Forma Basis after giving effect to such acquisition, with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], provided that for purposes of determining compliance on a Pro Forma Basis with the covenant contained in Section 8.2.16 [Maximum Leverage Ratio], the required Leverage Ratio shall be reduced time by 0.25:1.00 from the applicable ratio set forth in Section 8.2.16, (f) in the case of an acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such acquisition, and (g) the Parent has delivered to the Administrative Agent a certificate signed at its Principal Office as its then prime rate, which rate may not be the lowest or most favorable rate then being charged commercial borrowers or others by a Financial Officer to the Administrative Agent. Any change in the Prime Rate shall take effect set forth at the opening of business on the day such change is announced. Principal Office shall mean the main banking office of the Administrative Agent in clauses (a) through (f) above andPittsburgh, with respect to clause (e), including reasonably detailed calculations demonstrating compliance therewith. Permitted Investments shall mean:Pennsylvania.