First Data 2007 Annual Report Download - page 287

time to time on and after the Original Closing Date and prior to the Revolving Credit Maturity Date, (B) may, at the option of the Borrower be incurred and
maintained as, and/or converted into, ABR Loans (in the case of Revolving Credit Loans denominated in Dollars only) or LIBOR Revolving Credit Loans,
provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein,
consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid and reborrowed in accordance with the provisions hereof, (D) shall not, for
any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Lender's Revolving Credit Exposure at such
time exceeding such Lender's Revolving Credit Commitment at such time, (E) shall not, after giving effect thereto and to the application of the proceeds
thereof, result at any time in the aggregate amount of the Lenders' Revolving Credit Exposures at such time exceeding the Total Revolving Credit
Commitment then in effect and (F) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the Aggregate
Multicurrency Exposure at such time exceeding the Multicurrency Sublimit then in effect.
(ii) Each Lender may at its option make any LIBOR Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan, provided that (A) any exercise of such option shall not affect the obligation of the Borrower to repay such Loan and (B) in exercising such option, such
Lender shall use its reasonable efforts to minimize any increased costs to the Borrower resulting therefrom (which obligation of the Lender shall not require it
to take, or refrain from taking, actions that it determines would result in increased costs for which it will not be compensated hereunder or that it determines
would be otherwise disadvantageous to it and in the event of such request for costs for which compensation is provided under this Agreement, the provisions
of Section 2.10 shall apply). On the Revolving Credit Maturity Date, all Revolving Credit Loans shall be repaid in full.
(c) Subject to and upon the terms and conditions herein set forth, the Swingline Lender in its individual capacity agrees, at any time and from
time to time on and after the Original Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each a "Swingline Loan" and,
collectively the "Swingline Loans") to the Borrower in Dollars, which Swingline Loans (i) shall be ABR Loans, (ii) shall have the benefit of the provisions of
Section 2.1(d), (iii) shall not exceed at any time outstanding the Swingline Commitment, (iv) shall not, after giving effect thereto and to the application of the
proceeds thereof, result at any time in the aggregate amount of the Lenders' Revolving Credit Exposures at such time exceeding the Total Revolving Credit
Commitment then in effect and (v) may be repaid and reborrowed in accordance with the provisions hereof. On the Swingline Maturity Date, all Swingline
Loans shall be repaid in full. Any Additional Swingline Lender may, in its individual capacity and in its sole discretion, agree, at any time and from time to
time on and after the Original Closing Date and prior to the Swingline Maturity Date, to make a loan or loans (each an "Additional Swingline Loan" and,
collectively, the "Additional Swingline Loans") to the Borrower in Dollars, which Additional Swingline Loans (i) shall bear interest at rates, and have
interest periods and maturities (not to be later than the Revolving Credit Maturity Date), mutually agreed by the Borrower and the applicable Additional
Swingline Lender, (ii) shall not have the benefit of the provisions of Section 2.1(d), (iii) shall not exceed at any time outstanding the Additional Swingline
Maximum Amount, (iv) shall have notice, borrowing, conversion and repayment provisions as mutually agreed by the Borrower, the applicable Additional
Swingline Lender and the Administrative Agent, acting reasonably, (v) shall not, after giving effect thereto and to the application of the proceeds thereof,
result at any time in the aggregate amount of the Lenders' Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in
effect, and (vi) shall constitute a Revolving Credit Loan for purposes of Section 5.2 and Section 13.1 and shall constitute a Loan for all other purposes
hereunder. Neither the Swingline Lender nor any Additional Swingline Lender shall make any Swingline Loan after receiving a written notice from the
Borrower, Administrative Agent or the Required Revolving Credit Lenders stating that a Default or Event of Default exists and is continuing until such time
as
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