First Data 2007 Annual Report Download - page 338

Indebtedness outstanding under the Credit Documents will be deemed at all times to have been incurred in reliance only on the exception in clause (a) of
Section 10.1 and (ii) all Indebtedness outstanding under the Notes, the Senior Interim Loan Agreement and the Senior Subordinated Interim Loan Agreement
will be deemed at all times to have been incurred in reliance only on the exception of clause (i) of Section 10.1.
10.2. Limitation on Liens. The Borrower will not, and will not permit any of the Restricted Subsidiaries to, create, incur, assume or suffer to exist
any Lien upon any property or assets of any kind (real or personal, tangible or intangible) of the Borrower or any Restricted Subsidiary, whether now owned
or hereafter acquired, except:
(a) Liens arising under the Credit Documents;
(b) [Reserved];
(c) [Reserved];
(d) Permitted Liens;
(e) (i) Liens securing Indebtedness permitted pursuant to Section 10.1(f), provided that (x) such Liens attach concurrently with or within two
hundred and seventy (270) days after completion of the acquisition, construction, repair, replacement or improvement (as applicable) of the property
subject to such Liens and (y) such Liens attach at all times only to the assets so financed except (1) for accessions to the property financed with the
proceeds of such Indebtedness and the proceeds and the products thereof and (2) that individual financings of equipment provided by one lender may be
cross collateralized to other financings of equipment provided by such lender, and, and (ii) Liens on the assets of a Restricted Subsidiary that is not a
Credit Party securing Indebtedness permitted pursuant to Section 10.1(n), (p), or (x);
(f) Liens existing on the Original Closing Date, provided that any Lien securing Indebtedness in excess of (x) $5,000,000 individually or
(y) $10,000,000 in the aggregate (when taken together with all other Liens securing obligations outstanding in reliance on this clause (f) that are not
listed on Schedule 10.2) to the Original Credit Agreement shall only be permitted to the extent such Lien is listed on Schedule 10.2 to the Original
Credit Agreement;
(g) the modification, replacement, extension or renewal of any Lien permitted by clauses (a) through (f) and clause (h) of this Section 10.2 upon
or in the same assets theretofore subject to such Lien (or upon or in after-acquired property that is affixed or incorporated into the property covered by
such Lien or any proceeds or products thereof) or the replacement, extension or renewal (without increase in the amount or change in any direct or
contingent obligor except to the extent otherwise permitted hereunder) of the Indebtedness secured thereby, to the extent such replacement, extension or
renewal is permitted by Section 10.1;
(h) Liens existing on the assets of any Person that becomes a Restricted Subsidiary (or is a Restricted Subsidiary that survives a merger with such
Person) pursuant to a Permitted Acquisition or other Investment permitted by Section 10.5, or existing on assets acquired after the Original Closing
Date to the extent the Liens on such assets secure Indebtedness permitted by Section 10.1(j); provided that such Liens (i) are not created or incurred in
connection with, or in contemplation of, such Person becoming such a Restricted Subsidiary or such assets being acquired and (ii) attach at all times
only to the same assets to which such Liens attached (and after-acquired property that is affixed or incorporated into the property covered by such
Lien), and secure only the same Indebtedness or obligations that such Liens secured, immediately prior to such Permitted Acquisition and any
modification, replacement, refinancing, refunding, renewal or extension thereof permitted by Section 10.1(j);
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