First Data 2007 Annual Report Download - page 344

10.5. Limitation on Investments. The Borrower will not, and will not permit any of the Restricted Subsidiaries to make any Investment except:
(a) extensions of trade credit and asset purchases in the ordinary course of business;
(b) Investments that were Permitted Investments when such Investments were made;
(c) loans and advances to officers, directors and employees of the Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries
(i) for reasonable and customary business-related travel, entertainment, relocation and analogous ordinary business purposes (including employee
payroll advances), (ii) in connection with such Person's purchase of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent
thereof); provided that, to the extent such loans and advances are made in cash, the amount of such loans and advances used to acquire such Stock or
Stock Equivalents shall be contributed to the Borrower in cash and (iii) for purposes not described in the foregoing subclauses (i) and (ii); provided that
the aggregate principal amount outstanding pursuant to this subclause (iii) shall not exceed $10,000,000;
(d) Investments existing on, or made pursuant to legally binding written commitments in existence on, the Original Closing Date as set forth on
Schedule 10.5 to the Original Credit Agreement and any extensions, renewals or reinvestments thereof, so long as the amount of any Investment made
pursuant to this clause (d) is not increased at any time above the amount of such Investment set forth on Schedule 10.5 to the Original Credit
Agreement;
(e) Investments received in connection with the bankruptcy or reorganization of suppliers or customers and in settlement of delinquent
obligations of, and other disputes with, customers arising in the ordinary course of business or upon foreclosure with respect to any secured Investment
or other transfer of title with respect to any secured Investment;
(f) Investments to the extent that payment for such Investments is made with Stock or Stock Equivalents of Holdings;
(g) Investments (i) (a) by the Borrower or any Restricted Subsidiary in any Credit Party, (b) between or among Restricted Subsidiaries that are
not Credit Parties, and (c) consisting of intercompany Investments incurred in the ordinary course of business in connection with the cash management
operations (including with respect to intercompany self-insurance arrangements) among the Borrower and the Restricted Subsidiaries (provided that any
such intercompany Investment in connection with cash management arrangements by a Credit Party in a Subsidiary that is not a Credit Party is in the
form of an intercompany loan or advance and the Borrower or such Restricted Subsidiary complies with Section 9.12 to the extent applicable), (ii) by
Credit Parties in any Restricted Subsidiary that is not a Credit Party, to the extent that the aggregate amount of all Investments made on or after the
Original Closing Date pursuant to this subclause (ii), when valued at the fair market value (determined by the Borrower acting in good faith) of each
such Investment at the time each such Investment was made, would not exceed the sum of (x) $750,000,000, when taken together with Investments
outstanding at such time in reliance on Section 10.5(i)(x) plus (y) if the Borrower shall be in compliance with the Senior Secured Leverage Test, both
before and after giving effect, on a Pro Forma Basis to the making of such Investment, the Applicable Amount at such time and (iii) by Credit Parties in
any Restricted Subsidiary that is not a Credit Party so long as such Investment is part of a series of simultaneous Investments by Restricted Subsidiaries
in other Restricted Subsidiaries that result in the proceeds of the initial Investment being invested in one or more Credit Parties;
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