First Data 2007 Annual Report Download - page 245

(c) Transaction Expenses incurred during such period,
(d) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with any acquisition,
investment, recapitalization, asset disposition, issuance or repayment of debt, issuance of equity securities, refinancing transaction or amendment or
other modification of any debt instrument (in each case, including any such transaction consummated prior to the Original Closing Date and any such
transaction undertaken but not completed) and any charges or non-recurring merger costs incurred during such period as a result of any such
transaction,
(e) any effect of income or loss for such period attributable to the early extinguishment of Indebtedness,
(f) accruals and reserves established or adjusted within twelve months after the Original Closing Date that are so required to be established as a
result of the Transactions in accordance with GAAP or changes as a result of adoption of or modification of accounting policies during such period,
(g) the mark-to-market effects on net income during the period of any derivatives or similar financial instruments, including the ineffective
portion of hedging arrangements, but including such effects settled in cash in the period,
(h) Net Income of IPS and IPS Canada,
(i) solely for purposes of determining the Applicable Amount, the net income for such period of any Restricted Subsidiary (other than any
Guarantor) to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its net income is not at the
date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the
operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has been legally
waived; provided that Consolidated Net Income of the Borrower will be increased by the amount of dividends or other distributions or other payments
actually paid in cash (or to the extent converted into cash) to the Borrower or a Restricted Subsidiary thereof in respect of such period, to the extent not
already included therein, and
(j) the amount of any net income (or loss) for such period from disposed or discontinued operations.
There shall be excluded from Consolidated Net Income for any period the purchase accounting effects of adjustments in component amounts required or
permitted by GAAP and related authoritative pronouncements (including the effects of such adjustments pushed down to the Borrower and the Restricted
Subsidiaries), as a result of the Transactions, any consummated acquisition whether consummated before or after the Original Closing Date, or the
amortization or write-off of any amounts thereof.
"Consolidated Senior Secured Debt" shall mean Consolidated Total Debt secured by a Lien on any Collateral.
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