First Data 2007 Annual Report Download - page 328

(h) Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in
which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any
Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount
of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.
Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of
the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower or (B) the
Borrower's (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect to each
of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, such information is accompanied by
consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the
information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.
9.2. Books, Records and Inspections. The Borrower will, and will cause each Restricted Subsidiary to, permit officers and designated
representatives of the Administrative Agent or the Required Lenders to visit and inspect any of the properties or assets of the Borrower and any such
Subsidiary in whomsoever's possession to the extent that it is within such party's control to permit such inspection (and shall use commercially reasonable
efforts to cause such inspection to be permitted to the extent that it is not within such party's control to permit such inspection), and to examine the books and
records of the Borrower and any such Subsidiary and discuss the affairs, finances and accounts of the Borrower and of any such Subsidiary with, and be
advised as to the same by, its and their officers and independent accountants, all at such reasonable times and intervals and to such reasonable extent as the
Administrative Agent or the Required Lenders may desire (and subject, in the case of any such meetings or advice from such independent accountants, to such
accountants' customary policies and procedures); provided that, excluding any such visits and inspections during the continuation of an Event of Default
(a) only the Administrative Agent on behalf of the Required Lenders may exercise rights of the Administrative Agent and the Lenders under this Section 9.2,
(b) the Administrative Agent shall not exercise such rights more than two times in any calendar year and (c) only one such visit shall be at the Borrower's
expense; provided further that when an Event of Default exists, the Administrative Agent (or any of its respective representatives or independent contractors)
or any representative of the Required Lenders may do any of the foregoing at the expense of the Borrower at any time during normal business hours and upon
reasonable advance notice. The Administrative Agent and the Required Lenders shall give the Borrower the opportunity to participate in any discussions with
the Borrower's independent public accountants.
9.3. Maintenance of Insurance. (a) The Borrower will, and will cause each Material Subsidiary to, at all times maintain in full force and effect,
pursuant to self-insurance arrangements or with insurance companies that the Borrower believes (in the good faith judgment of the management of the
Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such amounts (after giving effect
to any self-insurance which the Borrower believes (in the good faith judgment of management of the Borrower) is reasonable and prudent in light of the size
and nature of its business) and against at least such risks (and with such risk retentions) as the Borrower believes (in the good faith judgment of management
of the Borrower) is reasonable and prudent in light of the size and nature of its business; and will furnish to the Administrative Agent, upon written
-97-