First Data 2007 Annual Report Download - page 347

(c) the Borrower may pay dividends on its Stock or Stock Equivalents, provided that the amount of all such dividends paid from the Original
Closing Date pursuant to this clause (c), when aggregated with (i) all aggregate principal amounts paid pursuant to Section 10.7(a) from the Original
Closing Date and (ii) all loans and advances made to any direct or indirect parent of the Borrower pursuant to Section 10.5(m) in lieu of dividends
permitted by this clause (c) shall not exceed an amount equal to (x) $400,000,000 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 payment of such dividend, the Applicable Amount; and
(d) the Borrower may pay dividends:
(i) the proceeds of which will be used to pay income tax liability attributable to the Borrower and the Restricted Subsidiaries in respect of
consolidated, combined, unitary or affiliated tax returns filed by a direct or indirect parent of the Borrower in an amount not to exceed the income
tax liability of the Borrower and the Restricted Subsidiaries were they to file as a stand-alone group, reduced by any such income taxes paid
directly by the Borrower or the Restricted Subsidiaries;
(ii) the proceeds of which shall be used to allow any direct or indirect parent of the Borrower to pay (A) its operating expenses incurred in
the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses
provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership
or operations of the Borrower, not to exceed $3,500,000 in any fiscal year plus (B) any reasonable and customary indemnification claims made
by directors or officers of the Borrower (or any parent thereof) attributable to the ownership or operations of the Borrower and its Restricted
Subsidiaries or (C) fees and expenses otherwise due and payable by the Borrower or any of its Restricted Subsidiaries and permitted to be paid by
the Borrower or such Restricted Subsidiary under this Agreement (including in respect of any initial public offering);
(iii) the proceeds of which shall be used to pay franchise and excise taxes and other fees, taxes and expenses required to maintain the
corporate existence of any direct or indirect parent of the Borrower; and
(iv) to any direct or indirect parent of the Borrower to finance any Investment permitted to be made by the Borrower or a Restricted
Subsidiary pursuant to Section 10.5; provided that (A) such dividend shall be made substantially concurrently with the closing of such
Investment, (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets, Stock or Stock
Equivalents) to be contributed to the Borrower or such Restricted Subsidiary or (2) the merger (to the extent permitted in Section 10.5) of the
Person formed or acquired into the Borrower or any of its Restricted Subsidiaries and (C) the Borrower shall comply with Sections 9.11 and 9.12
to the extent applicable.
(e) [Reserved];
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