First Data 2007 Annual Report Download - page 336

(ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above, provided
that, except to the extent otherwise expressly permitted hereunder, (w) the principal amount of any such Indebtedness does not exceed the principal
amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount
equal to the unpaid accrued interest and premium thereon plus other reasonable amounts paid and fees and expenses incurred in connection with such
modification, replacement, refinancing, refunding, renewal or extension, (x) the direct and contingent obligors with respect to such Indebtedness are not
changed and (y) if the Indebtedness being refinanced, or any guarantee thereof, constituted Subordinated Indebtedness, then such replacement or
refinancing Indebtedness, or such guarantee, respectively, shall be subordinated to the Obligations to substantially the same extent; and
(iii) notwithstanding the foregoing, that Restricted Subsidiaries that are not Guarantors may not incur Indebtedness pursuant to this clause (k) in
an aggregate principal amount, when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors
pursuant to the proviso in the first paragraph of this Section 10.1 and Sections 10.1(d), (j) and (n), in excess of $2,000,000,000 at any time outstanding;
(l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations not in
connection with money borrowed, in each case provided in the ordinary course of business, including those incurred to secure health, safety and
environmental obligations in the ordinary course of business;
(m) Settlement Indebtedness;
(n) (i) additional Indebtedness and (ii) any refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) above;
provided that the aggregate amount of Indebtedness incurred and remaining outstanding pursuant to this clause (n) shall not at any time exceed
$500,000,000; provided further that the aggregate amount of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors under this clause
(n), when combined with the total amount of Indebtedness incurred by Restricted Subsidiaries that are not Guarantors pursuant to the proviso in the first
paragraph of this Section 10.1 and Sections 10.1(d), (j) and (k), shall not exceed $2,000,000,000 at any time outstanding;
(o) Indebtedness in respect of (i) Permitted Additional Debt to the extent that the Net Cash Proceeds therefrom are, immediately after the receipt
thereof, applied to the prepayment of Term Loans in accordance with Section 5.2 and (ii) any refinancing, refunding, renewal or extension of any
Indebtedness specified in subclause (i) above, provided that, except to the extent otherwise permitted hereunder, (x) the principal amount of any such
Indebtedness is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension,
(y) the direct and contingent obligors with respect to such Indebtedness are not changed and (z) if the Indebtedness being refinanced, or any guarantee
thereof, constituted Subordinated Indebtedness, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be
subordinated to the Obligations to substantially the same extent;
(p) Indebtedness in respect of overdraft facilities, employee credit card programs, netting services, automated clearinghouse arrangements and
other cash management and similar arrangements in the ordinary course of business;
(q) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the
deferred purchase price of goods or services or progress payments in connection with such goods and
-105-