First Data 2007 Annual Report Download - page 267

income is subject to U.S. federal income taxation regardless of its source or (d) a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust and one or more United States persons have the authority to control all substantial decisions of such trust or a
trust that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.
"Non-U.S. Participant" shall mean any Participant that if it were a Lender would qualify as a Non-U.S. Lender.
"Notes" shall mean, collectively, the Senior Notes and the Senior Subordinated Notes.
"Notice of Borrowing" shall have the meaning provided in Section 2.3(a).
"Notice of Conversion or Continuation" shall have the meaning provided in Section 2.6(a).
"Obligations" shall mean all advances to, and debts, liabilities, obligations, covenants and duties of, any Credit Party arising under any Credit
Document or otherwise with respect to any Revolving Credit Commitment, Loan or Letter of Credit or under any Secured Cash Management Agreement,
Secured Hedge Agreement or Existing Secured Letter of Credit, in each case, entered into with the Borrower or any of its Domestic Subsidiaries, whether
direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including
interest and fees that accrue after the commencement by or against any Credit Party or any Affiliate thereof of any proceeding under any bankruptcy or
insolvency law naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.
Without limiting the generality of the foregoing, the Obligations of the Credit Parties under the Credit Documents (and any of their Subsidiaries to the extent
they have obligations under the Credit Documents) include the obligation (including guarantee obligations) to pay principal, interest, charges, expenses, fees,
attorney costs, indemnities and other amounts payable by any Credit Party under any Credit Document.
"Original Closing Date" shall mean September 24, 2007, the date of the initial extension of credit under the Original Credit Agreement.
"Original Closing Date Term Loans" shall mean any Tranche B-1 Term Loan, Tranche B-2 Term Loan or Initial Tranche B-3 Term Loan.
"Original Credit Agreement" shall have the meaning assigned to such term in the recitals hereto.
"Original Lenders" shall have the meaning assigned to such term in the recitals hereto.
"Other Taxes" shall mean any and all present or future stamp, registration, documentary or any other excise, property or similar taxes (including
interest, fines, penalties, additions to tax and related expenses with regard thereto) arising from any payment made or required to be made under this
Agreement or any other Credit Document or from the execution or delivery of, registration or enforcement of, consummation or administration of, or
otherwise with respect to, this Agreement or any other Credit Document.
"Overnight Rate" shall mean, for any day, (a) with respect to any amount denominated in Dollars, the greater of (i) the Federal Funds Effective
Rate and (ii) an overnight rate determined by the Administrative Agent, the Letter of Credit Issuer or the Swingline Lender, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b) with respect to
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