First Data 2007 Annual Report Download - page 337

services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary
course of business and not in connection with the borrowing of money or Hedge Agreements;
(r) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase
price or similar obligations (including earn-outs), in each case entered into in connection with Permitted Acquisitions, other Investments and the
disposition of any business, assets or Stock permitted hereunder;
(s) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay
obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money
or Hedge Agreements;
(t) Indebtedness representing deferred compensation to employees of the Borrower (or any direct or indirect parent thereof) and the Restricted
Subsidiaries incurred in the ordinary course of business;
(u) Indebtedness consisting of promissory notes issued by the Borrower or any Guarantor to current or former officers, managers, consultants,
directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the
purchase or redemption of Stock or Stock Equivalents of the Borrower (or any direct or indirect parent thereof) permitted by Section 10.6(b);
(v) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiaries under deferred compensation or other similar
arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment permitted hereunder;
(w) Indebtedness of the Borrower or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with
respect to any Subsidiary or joint venture in the ordinary course of business;
(x) additional Indebtedness of Foreign Subsidiaries in an aggregate principal amount that at the time of incurrence does not cause the aggregate
principal amount of Indebtedness incurred in reliance on this clause (x) outstanding at any time to exceed 5% of Total Assets of the Foreign
Subsidiaries, taken as a whole (determined at the time of incurrence);
(y) Indebtedness in respect of Permitted Receivables Financings; and
(z) Indebtedness of the Borrower or any Restricted Subsidiary to any joint venture (regardless of the form of legal entity) that is not a Subsidiary
arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance
arrangements) of the Borrower and its Restricted Subsidiaries.
For purposes of determining compliance with this Section 10.1, in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Indebtedness described in clauses (a) through (z) above, the Borrower shall, in its sole discretion, classify and reclassify or later divide,
classify or reclassify such item of Indebtedness (or any portion thereof) and will only be required to include the amount and type of such Indebtedness in one
or more of the above clauses; provided that (i) all
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