First Data 2007 Annual Report Download - page 271

(i) Liens on goods the purchase price of which is financed by a documentary letter of credit issued for the account of the Borrower or any of its
Subsidiaries, provided that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect of such letter of credit to the extent
permitted under Section 10.1;
(j) leases, licenses, subleases or sublicenses granted to others not interfering in any material respect with the business of the Borrower and its
Subsidiaries, taken as a whole;
(k) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings made in respect of operating leases entered
into by the Borrower or any of its Subsidiaries;
(l) Liens created in the ordinary course of business in favor of banks and other financial institutions over credit balances of any bank accounts of
the Borrower and the Restricted Subsidiaries held at such banks or financial institutions, as the case may be, to facilitate the operation of cash pooling
and/or interest set-off arrangements in respect of such bank accounts in the ordinary course of business;
(m) Settlement Liens;
(n) Liens on accounts receivable and related assets incurred in connection with a Permitted Receivables Financing; and
(o) any zoning or similar law or right reserved to or vested in any Governmental Authority to control or regulate the use of any real property that
does not materially interfere with the ordinary conduct of the business of the Borrower and its Subsidiaries, taken as a whole.
"Permitted Receivables Financing" shall mean any customary accounts receivable financing facility (including customary back-to-back
intercompany arrangements in respect thereof) to the extent that (a) the maturity date is no earlier than the Revolving Credit Maturity Date; (b) any collateral
securing the obligations of the obligors thereunder shall be pledged to the Secured Parties on a second priority basis to secure the Obligations pursuant to
intercreditor arrangement reasonably acceptable to the Administrative Agent; (c) the remaining terms applicable to such financing facility must be customary
for financings of such type and (d) (i) the proceeds of all Indebtedness incurred under such facility must be applied to the prepayment of Term Loans pursuant
to Section 5.2 or (ii) the Revolving Credit Commitments are reduced by an amount equal to such facility.
"Permitted Sale Leaseback" shall mean any Sale Leaseback consummated by the Borrower or any of the Restricted Subsidiaries after the
Original Closing Date, provided that any such Sale Leaseback not between (a) a Credit Party and another Credit Party or (b) a Restricted Subsidiary that is not
a Credit Party to another Restricted Subsidiary that is not a Credit Party is consummated for fair value as determined at the time of consummation in good
faith by (i) the Borrower or such Restricted Subsidiary and, in the case of any Sale Leaseback (or series of related Sales Leasebacks) the aggregate proceeds of
which exceed $100,000,000, (ii) the board of directors of the Borrower or such Restricted Subsidiary (which such determination may take into account any
retained interest or other Investment of the Borrower or such Restricted Subsidiary in connection with, and any other material economic terms of, such Sale
Leaseback).
"Person" shall mean any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise
or any Governmental Authority.
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