First Data 2007 Annual Report Download - page 298

2.12. Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii),
2.10(a)(iii), 2.10(b), 3.5 or 5.4 with respect to such Lender, it will, if requested by the Borrower use reasonable efforts (subject to overall policy considerations
of such Lender) to designate another lending office for any Loans affected by such event, provided that such designation is made on such terms that such
Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the
operation of any such Section. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided
in Section 2.10, 3.5 or 5.4.
2.13. Notice of Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10,
2.11, 3.5 or 5.4 is given by any Lender more than 120 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event
giving rise to the additional cost, reduction in amounts, loss, tax or other additional amounts described in such Sections, such Lender shall not be entitled to
compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 121st day prior to the giving of
such notice to the Borrower.
2.14. Incremental Facilities.
(a) The Borrower may by written notice to Administrative Agent elect to request the establishment of one or more (x) additional tranches of term
loans (the commitments thereto, the "New Term Loan Commitments") and/or (y) increases in Revolving Credit Commitments (the "New Revolving Credit
Commitments" and, together with the New Term Loan Commitments, the "New Loan Commitments"), by an aggregate amount not in excess of the
Maximum Incremental Facilities Amount in the aggregate and not less than $100,000,000 individually (or such lesser amount as (x) may be approved by the
Administrative Agent or (y) shall constitute the difference between the Maximum Incremental Facilities Amount and all such New Loan Commitments
obtained on or prior to such date). Each such notice shall specify the date (each, an "Increased Amount Date") on which the Borrower proposes that the New
Loan Commitments shall be effective, which shall be a date not less than ten Business Days after the date on which such notice is delivered to the
Administrative Agent. The Borrower may approach any Lender or any Person (other than a natural person) to provide all or a portion of the New Loan
Commitments; provided that any Lender offered or approached to provide all or a portion of the New Loan Commitments may elect or decline, in its sole
discretion, to provide a New Loan Commitment. In each case, such New Loan Commitments shall become effective as of the applicable Increased Amount
Date; provided that (i) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such New Loan
Commitments, as applicable; (ii) both before and after giving effect to the making of any Series of New Term Loans or New Revolving Loans, each of the
conditions set forth in Section 7 shall be satisfied; (iii) the New Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed
and delivered by the Borrower and Administrative Agent, and each of which shall be recorded in the Register and shall be subject to the requirements set forth
in Section 5.4(d); (iv) the Borrower shall make any payments required pursuant to Section 2.11 in connection with the New Loan Commitments, as
applicable; and (v) the Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative Agent in
connection with any such transaction. Any New Term Loans made on an Increased Amount Date shall be designated, a separate series (a "Series") of New
Term Loans for all purposes of this Agreement.
(b) On any Increased Amount Date on which New Revolving Credit Commitments are effected, subject to the satisfaction of the foregoing terms
and conditions, (a) each of the Lenders with Revolving Credit Commitments shall assign to each Lender with a New Revolving Credit Commitment (each, a
"New Revolving Loan Lender") and each of the New Revolving Loan Lenders shall purchase from each of the Lenders with Revolving Credit
Commitments, at the principal amount thereof and in the applicable
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