First Data 2007 Annual Report Download - page 360

"Required Delayed Draw Term Loan Lenders", "Required Initial Tranche B-1 Term Loan Lenders", "Required Initial Tranche B-2 Term Loan Lenders",
"Required Initial Tranche B-3 Term Loan Lenders", "Required Tranche B-1 Term Loan Lenders", "Required Tranche B-2 Term Loan Lenders" consent to the
assignment or transfer by the Borrower of its rights and obligations under any Credit Document to which it is a party (except as permitted pursuant to
Section 10.3) or alter the order of application set forth in Section 11.14, in each case without the written consent of each Lender directly and adversely
affected thereby, or (iii) amend, modify or waive any provision of Section 12 without the written consent of the then-current Administrative Agent and
Collateral Agent in a manner that directly and adversely affects such Person, or (iv) amend, modify or waive any provision of Section 3 with respect to any
Letter of Credit without the written consent of the Letter of Credit Issuer, or (v) amend, modify or waive any provisions hereof relating to Swingline Loans
without the written consent of the Swingline Lender in a manner that directly and adversely affects such Person, or (vi) change any Revolving Credit
Commitment to a Term Loan Commitment, or change any Term Loan Commitment to a Revolving Credit Commitment, in each case without the prior written
consent of each Lender directly and adversely affected thereby, or (vii) release all or substantially all of the Guarantors under the Guarantees (except as
expressly permitted by the Guarantees or this Agreement) or release all or substantially all of the Collateral under the Security Documents (except as
expressly permitted by the Security Documents or this Agreement) without the prior written consent of each Lender, or (viii) amend Section 2.9 so as to
permit Interest Period intervals greater than six months without regard to availability to Lenders, without the written consent of each Lender directly and
adversely affected thereby, or (ix) decrease the amount or allocation of any mandatory prepayment to be received by any Initial Tranche Term Loan Lender
without the written consent of the Required Initial Term Loan Lenders, (x)(i)(A) decrease the Initial Term Loan Repayment Amount applicable to Initial
Tranche B-1 Term Loans, extend any scheduled Initial Term Loan Repayment Date applicable to Initial Tranche B-1 Term Loans, in each case without the
written consent of the Required Initial Tranche B-1 Term Loan Lenders and (B) decrease the amount or allocation of any mandatory prepayment to be
received by any Tranche B-1 Term Loan Lender in a manner disproportionately adverse to the interests of the Tranche B-1 Term Loan Lenders in relation to
the Lenders of any other Class of Original Closing Date Term Loans, in each case without the written consent of the Required Tranche B-1 Term Loan
Lenders, (ii)(A) decrease the Initial Term Loan Repayment Amount applicable to Initial Tranche B-2 Term Loans, extend any scheduled Initial Term Loan
Repayment Date applicable to Initial Tranche B-2 Term Loans, in each case without the written consent of the Required Initial Tranche B-2 Term Loan
Lenders and (B) decrease the amount or allocation of any mandatory prepayment or any prepayment premium to be received by any Tranche B-2 Term Loan
Lender in a manner disproportionately adverse to the interests of the Tranche B-2 Term Loan Lenders in relation to the Lenders of any other Class of Original
Closing Date Term Loans, in each case without the written consent of the Required Tranche B-2 Term Loan Lenders or (iii) decrease the Initial Term Loan
Repayment Amount applicable to Initial Tranche B-3 Term Loans, extend any scheduled Initial Term Loan Repayment Date applicable to Initial Tranche B-3
Term Loans, decrease the amount or allocation of any mandatory prepayment or any prepayment premium to be received by any Initial Tranche B-3 Term
Loan Lender in a manner disproportionately adverse to the interests of the Initial Tranche B-3 Term Loan Lenders in relation to the Initial Term Loan Lenders
of any other Class of Initial Term Loans, in each case without the written consent of the Required Initial Tranche B-3 Term Loan Lenders, or (xi) decrease
any Delayed Draw Repayment Amount, extend any scheduled Delayed Draw Repayment Date or decrease the amount or allocation of any mandatory
prepayment to be received by any Delayed Draw Term Loan Lender, in each case without the written consent of the Required Delayed Draw Term Loan
Lenders or (xii)(i) decrease the Euro Tranche Repayment Amount applicable to Euro Tranche B-1 Term Loans, extend any scheduled Euro Tranche
Repayment Date applicable to Euro Tranche B-1 Term Loans, in each case without the written consent of the Required Euro Tranche B-1 Term Loan Lenders
or (ii) decrease the Euro Tranche Repayment Amount applicable to Euro Tranche B-2 Term Loans, extend any scheduled Euro Tranche Repayment Date
applicable to Euro Tranche B-2 Term Loans, , in each case without the written consent of the Required Euro Tranche B-2 Term Loan Lenders. Any
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