First Data 2007 Annual Report Download - page 279

"Senior Subordinated Notes Indenture" shall mean the Indenture to be entered into in connection with the refinancing or exchange of the
Senior Subordinated Interim Loans, among the Borrower, the guarantors party thereto and a trustee, pursuant to which the Senior Subordinated Notes shall be
issued, as the same may be amended, supplemented or otherwise modified from time to time in accordance therewith.
"Series" shall have the meaning provided in Section 2.14(a).
"Settlement" shall mean the transfer of cash or other property with respect to any credit or debit card charge, check or other instrument,
electronic funds transfer, or other type of paper-based or electronic payment, transfer, or charge transaction for which a Person acts as a processor, remitter,
funds recipient or funds transmitter in the ordinary course of its business.
"Settlement Asset" shall mean any cash, receivable or other property, including a Settlement Receivable, due or conveyed to a Person in
consideration for a Settlement made or arranged, or to be made or arranged, by such Person or an Affiliate of such Person.
"Settlement Indebtedness" shall mean any payment or reimbursement obligation in respect of a Settlement Payment.
"Settlement Lien" shall mean any Lien relating to any Settlement or Settlement Indebtedness (and may include, for the avoidance of doubt, the
grant of a Lien in or other assignment of a Settlement Asset in consideration of a Settlement Payment, Liens securing intraday and overnight overdraft and
automated clearing house exposure, and similar Liens).
"Settlement Payment" shall mean the transfer, or contractual undertaking (including by automated clearing house transaction) to effect a
transfer, of cash or other property to effect a Settlement.
"Settlement Receivable" shall mean any general intangible, payment intangible, or instrument representing or reflecting an obligation to make
payments to or for the benefit of a Person in consideration for a Settlement made or arranged, or to be made or arranged, by such Person.
"Sold Entity or Business" shall have the meaning provided in the definition of the term "Consolidated EBITDA."
"Solvent" shall mean, with respect to any Person, that as of the Original Closing Date, (a) (i) the sum of such Person's debt (including contingent
liabilities) does not exceed the present fair saleable value of such Person's present assets; (ii) such Person's capital is not unreasonably small in relation to its
business as contemplated on the Original Closing Date; and (iii) such Person has not incurred and does not intend to incur, or believe that it will incur, debts
including current obligations beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (b) such Person is "solvent"
within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition,
the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standard No. 5).
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