Exhibit 4.7

|EU-DOCS\117433469.10||

CONTENTS

Clause Page

i

ii

iii

iv

THIS AGREEMENT (this “Agreement”) is dated 24 June 2021

BETWEEN:

(1) PAYSAFE GROUP HOLDINGS II LIMITED, a company incorporated under the laws of England with registered office at Floor 27, 25 Canada Square, London, England, E14 5LQ and registered number 10880277 (the “Parent”).

(2) PAYSAFE GROUP HOLDINGS III LIMITED, a company incorporated under the laws of England with registered office at Floor 27, 25 Canada Square, London, England, E14 5LQ and registered number 10869332 (the “Company”).

(3) THE ENTITY listed in Part 1 (The Original TLB Borrower) of Schedule 1 (The Original Parties) as original TLB borrower (the “Original TLB Borrower”).

(4) THE ENTITIES listed in Part 2 (The Original RCF Borrowers) of Schedule 1 (The Original Parties) as original RCF borrowers (the “Original RCF Borrowers”).

(5) THE ENTITIES listed in Part 3 (The Original Guarantors) of Schedule 1 (The Original Parties) as original guarantors (the “Original Guarantors”).

(6) J.P. MORGAN SECURITIES PLC, CREDIT SUISSE AG, LONDON BRANCH and CREDIT SUISSE LOAN FUNDING LLC as joint lead arrangers (the “Arrangers”).

(7) J.P. MORGAN SECURITIES PLC, CREDIT SUISSE AG, LONDON BRANCH and CREDIT SUISSE LOAN FUNDING LLC as bookrunners (the “Bookrunners”).

(8) BANK OF MONTREAL and GOLDMAN SACHS BANK USA as syndication agents.

(9) BANK OF AMERICA, N.A., INTESA SANPAOLO S.P.A., LONDON BRANCH, KEYBANK NATIONAL ASSOCIATION, PNC CAPITAL MARKETS LLC and ROYAL BANK OF CANADA as documentation agents.

(10) THE FINANCIAL INSTITUTIONS listed in the Part 4 (The Original Lenders) (The Original Lenders) of Schedule 1 (The Original Parties) as lenders (the “Original Lenders”).

(11) J.P. MORGAN AG as agent of the other Finance Parties (the “Agent”).

(12) LUCID TRUSTEE SERVICES LIMITED as security agent for the Secured Parties (the “Security Agent”).

IT IS AGREED as follows:

1. Interpretation

1.1 Definitions

In this Agreement:

“Acceptable Bank” means:

(a) a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of BBB or higher by Standard & Poor’s Rating Services or Fitch

5

Ratings Ltd or Baa2 or higher by Moody’s Investors Service Limited or a rating for its short‑term unsecured and non credit-enhanced debt obligations of A-2 or higher by Standard & Poor’s Rating Services or F-3 or higher by Fitch Ratings Ltd or P-3 or higher by Moody’s Investors Service Limited, or in each case a comparable rating from an internationally recognised credit rating agency; or

(b) a Lender, an Affiliate of a Lender and any Substitute Affiliate Lender; or

(c) a Finance Party or any other bank or financial institution approved by the Agent from time to time.

“Accession Certificate” means a certificate in the form set out in Part 1 of Schedule 12 (Incremental Facility Increase Notice).

“Accession Deed” means a document substantially in the form set out in Schedule 5 (Form of Accession Deed) or in such other form agreed between the Agent and the Parent.

“Accounting Principles” has the meaning given to the term “GAAP” in Schedule 19 (Certain New York Law Defined Terms).

“Additional Borrower” means an entity which becomes a Borrower in accordance with Clause 30 (Changes to the Obligors).

“Additional Business Day” means any day specified as such in the applicable Compounded Rate Terms.

“Additional Guarantor” means an entity which becomes an Additional Guarantor in accordance with Clause 30 (Changes to the Obligors).

“Additional Obligor” means an Additional Borrower or an Additional Guarantor.

“Additional Refinancing Lender” has the meaning given to that term in paragraph (a) of Clause 40.4 (Refinancing Amendments).

“Affiliate” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Agent’s Spot Rate of Exchange” means:

(a) the spot rate of exchange as displayed by ICE Data Services; or

(b) any other commercially available spot rate of exchange selected by the Agent (acting reasonably), for the purchase of the relevant currency with the Base Currency in the London foreign exchange market at or about 11:00 am on a particular day.

“Agreed Certain Funds Obligor” means:

(a) with respect to any Agreed Certain Funds Utilisation of the Initial Revolving Facility, the proposed Borrower of the relevant Agreed Certain Funds Utilisation; or

(b) with respect to any Agreed Certain Funds Utilisation of an Incremental Facility, any member of the Group designated as an Agreed Certain Funds Obligor by the Parent and

6

the relevant Incremental Facility Lenders in an Agreed Incremental Facility Certain Funds Notice.

“Agreed Certain Funds Period” means:

(a) in respect of the Initial Revolving Facility, such period specified in any relevant Agreed Revolving Facility Certain Funds Notice; and

(b) in respect of any Incremental Facility, such period specified in any relevant Agreed Incremental Facility Certain Funds Notice.

“Agreed Certain Funds Utilisation” means:

(a) in respect of the Initial Revolving Facility, a Utilisation made or to be made under the Initial Revolving Facility during any Agreed Certain Funds Period; or

(b) in respect of an Incremental Facility, a Utilisation made or to be made under that Incremental Facility during any Agreed Certain Funds Period.

“Agreed Incremental Facility Certain Funds Notice” has the meaning given to that term in Clause 4.6 (Utilisations during an Agreed Certain Funds Period).

“Agreed Revolving Facility Certain Funds Notice” has the meaning given to that term in Clause 4.6 (Utilisations during an Agreed Certain Funds Period).

“Agreed Security Principles” means the principles set out in Schedule 10 (Agreed Security Principles).

“Ancillary Commencement Date” means, in relation to an Ancillary Facility, the date on which that Ancillary Facility is first made available, which date shall be a Business Day within the Availability Period for the Revolving Facility from which that Ancillary Facility has been established.

“Ancillary Commitment” means, in relation to an Ancillary Lender and an Ancillary Facility, the maximum Base Currency Amount which that Ancillary Lender has agreed (whether or not subject to satisfaction of conditions precedent) to make available from time to time under an Ancillary Facility and which has been authorised as such under Clause 9 (Ancillary Facilities), in each case as notified by the Ancillary Lender to the Agent pursuant to Clause 9.2 (Availability) to the extent that amount is not cancelled or reduced under this Agreement or the Ancillary Documents relating to that Ancillary Facility.

“Ancillary Document” means each document relating to or evidencing the terms of an Ancillary Facility.

“Ancillary Facility” means any ancillary facility made available by an Ancillary Lender in accordance with Clause 9 (Ancillary Facilities).

“Ancillary Lender” means each Lender (or Affiliate of a Lender) which makes available an Ancillary Facility in accordance with Clause 9 (Ancillary Facilities).

“Ancillary Outstandings” means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force, the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:

7

(a) the principal amount under each overdraft facility and on-demand short term loan facility (provided that, for the purposes of this definition, any amount of any outstanding utilisation under any BACS facility (or similar) made available by an Ancillary Lender shall, with the prior written consent of that Ancillary Lender, be excluded);

(b) the face amount of each guarantee, bond and letter of credit under that Ancillary Facility (net of any cash cover provided in respect of that guarantee, bond or letter of credit and excluding any liability in respect of amounts of interest or fees); and

(c) the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility,

in each case net of any Available Credit Balance.

For the purposes of this definition:

(i) in relation to any Ancillary Outstandings denominated in the Base Currency, the amount of those Ancillary Outstandings (determined as described in paragraphs (a) to (c) above) shall be used; and

(ii) in relation to any Ancillary Outstandings not denominated in the Base Currency, the equivalent in the Base Currency (calculated as specified in the relevant Ancillary Document or, if not so specified, as the relevant Ancillary Lender may specify, in each case in accordance with its usual practice at that time for calculating that equivalent in the Base Currency (acting reasonably)) of those Ancillary Outstandings (determined as described in paragraphs (a) to (c) above) shall be used.

“Annual Financial Statements” has the meaning given to that term in paragraph (a) of Section 1 (Financial Statements) of Schedule 16 (Information Undertakings).

“Arrangement Fee Letter” means each arrangement fee letter from an Arranger to the Parent dated on or prior to the date of this Agreement in respect of fees payable in relation to the Facilities.

“Assignment Agreement” means an agreement substantially in the form set out in Schedule 4 (Form of assignment agreement) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 4 (Form of assignment agreement) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Availability Period” means:

(a) in relation to Facility B, the period from and including the date of this Agreement to and including the last day of the Certain Funds Period;

(b) in relation to the Initial Revolving Facility, the period from and including the date of this Agreement to the Termination Date in relation to the Initial Revolving Facility; and

8

(c) in relation to each Incremental Facility, the period agreed between the Parent and the relevant Incremental Facility Lender(s) and specified in the relevant notice delivered by the Parent in accordance with Clause 2.3 (Incremental Facility) for that Incremental Facility.

“Available Ancillary Commitment” means in relation to an Ancillary Facility, an Ancillary Lender’s Ancillary Commitment less the Ancillary Outstandings in relation to that Ancillary Facility.

“Available Commitment” means, in relation to a Facility, a Lender’s Commitment under that Facility minus (subject to Clause 9.9 (Affiliates of Lenders as Ancillary Lenders) and as set out below):

(a) the Base Currency Amount of its participation in any outstanding Utilisations under that Facility and, in the case of a Revolving Facility only, the Base Currency Amount of the aggregate of its and its Affiliates’ Ancillary Commitments; and

(b) in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under that Facility on or before the proposed Utilisation Date and, in the case of a Revolving Facility only, the Base Currency Amount of its and its Affiliates’ Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available from that Revolving Facility on or before the proposed Utilisation Date.

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under a Revolving Facility only, the following amounts shall not be deducted from a Lender’s Commitment under that Revolving Facility:

(i) that Lender’s participation in any Revolving Facility Utilisations under that Revolving Facility that are due to be repaid or prepaid on or before the proposed Utilisation Date; and

(ii) that Lender’s (or its Affiliates’) Ancillary Commitments in connection with that Revolving Facility to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date.

“Available Credit Balance” means, in relation to an Ancillary Facility, credit balances on any account of any Revolving Facility Borrower of that Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that those credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Revolving Facility Borrower under that Ancillary Facility and in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document.

“Available Facility” means, in relation to a Facility, the aggregate for the time being of each Lender’s Available Commitment in respect of that Facility.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers.

“Bail-In Legislation” means:

9

(a) in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b) in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

(c) in relation to the United Kingdom, the UK Bail-In Legislation.

“Base Case Model” means the base case model relating to the Group (assuming that the Closing Date has occurred).

“Base Currency” means USD.

“Base Currency Amount” means:

(a) in relation to a Utilisation for an amount in the Base Currency, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement, and, in the case of a Letter of Credit, as adjusted under Clause 6.8 (Revaluation of Letters of Credit)); and

(b) in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Parent pursuant to Clause 9.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement),

as adjusted to reflect any repayment, prepayment, consolidation or division of an Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility.

“Base Reference Bank Rate” means:

(a) in relation to LIBOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(i) (other than where paragraph (ii) below applies) as the rate at which the relevant Base Reference Bank could borrow funds in the London interbank market in the relevant currency and for the relevant period were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period; or

(ii) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant currency and period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator;

10

(b) in relation to EURIBOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(i) (other than where paragraph (ii) below applies) as the rate at which the relevant Base Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

(ii) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator; or

(c) in relation to CDOR, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Base Reference Banks:

(i) (other than where paragraph (ii) below applies) as the relevant Base Reference Bank’s bid rate for the purchase of CAD denominated Canadian bankers’ acceptances with a term to maturity equal in length to the relevant period (disregarding any inconsistency arising from the last day of that period being determined pursuant to the terms of this Agreement); or

(ii) if different, as the rate (if any and applied to the relevant Base Reference Bank and the relevant period (disregarding any inconsistency arising from the last day of that period being determined pursuant to the terms of this Agreement)) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

“Base Reference Banks” means such entities as may be appointed (and which have accepted such appointment) from time to time by the Agent in consultation with the Parent.

“Borrower” means an Incremental Facility Borrower, a Revolving Facility Borrower or a TLB Borrower.

“Break Costs” means the amount (if any) by which:

(a) in respect of any Term Rate Loan, the amount (if any) by which:

(i) the interest (excluding the Margin and the effects of any interest rate floor) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

exceeds:

(ii) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; or

(b) in respect of any Compounded Rate Loans, any amount specified as such in the applicable Compounded Rate Terms.

11

“Brexit” means the actual withdrawal (including by way of any governmental decision to withdraw or any vote or referendum electing to withdraw) of the United Kingdom from the European Union, including as a consequence of the notification given by it on 29 March 2017 of its intention to withdraw from the European Union pursuant to Article 50 of the Treaty on European Union, or the end of any transition period in connection therewith, and, in each case, any law, regulation, treaty or agreement (or change in, or change in the interpretation, administration, implementation or application of, any law, regulation, treaty or agreement) in connection therewith.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York and:

(a) (in relation to any date for payment or purchase of, or the fixing of an interest rate in relation to, a currency other than euro) the principal financial centre of the country of that currency; or

(b) (in relation to any date for payment or purchase of euro) any TARGET Day; or

(c) (in relation to:

(i) any date for payment or purchase of a Compounded Rate Currency;

(ii) the determination of the first day or the last day of an Interest Period for a Compounded Rate Loan, or otherwise, or in relation to the determination of the length of such an Interest Period; or

(iii) the Lookback Period for a Compounded Rate Currency),

an Additional Business Day relating to that currency or that Loan.

“Capital Requirement” means the minimum amount of regulatory capital (however described) each Regulated Entity is required to maintain pursuant to any applicable law, licensing condition or regulation (including, without limitation, pursuant to or in connection with the Isle of Man Financial Services Rule Book 2016, the Payment Services Regulations 2009, the Payment Services Regulations 2017, the Swiss Financial Market Infrastructure Act and/or the Mauritius Financial Services Act 2007), as amended and/or replaced from time to time, or the views, guidance or interpretation of any such laws, licensing condition or regulation of any Relevant Regulator.

“Capital Stock” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Card Scheme” means any credit, debit, charge card or other similar scheme.

“Cash Equivalents” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“CDOR” means, in relation to any Loan in CAD:

(a) the applicable Screen Rate as of the Specified Time for CAD and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate),

12

provided that, if in either case that rate is (i) in the case of the Initial Revolving Facility, less than zero, CDOR shall be deemed to be zero and (ii) in the case of any Incremental Facility, less than the percentage rate per annum specified in the relevant Incremental Facility Increase Notice (the “CDOR Floor Rate”), CDOR shall be deemed to be the relevant CDOR Floor Rate.

“Central Bank Rate” has the meaning given to that term in the applicable Compounded Rate Terms.

“Central Bank Rate Adjustment” has the meaning given to that term in the applicable Compounded Rate Terms.

“Certain Funds Period” means:

(a) in respect of Facility B and the Initial Revolving Facility, the period from (and including) the date of this Agreement to (and including) the date falling five Business Days after the date of this Agreement; and

(b) in respect of any Incremental Facility or the Initial Revolving Facility (after the last day of the Certain Funds Period described in paragraph (a) above), such period for certain funds agreed with the relevant Incremental Facility Lender(s) or the relevant Initial Revolving Facility Lenders (as applicable) in accordance with paragraph (b) of Clause 4.6 (Utilisations during an Agreed Certain Funds Period).

“Certain Funds Utilisation” means a Utilisation made or to be made under Facility B and/or the Initial Revolving Facility during the Certain Funds Period.

“Change of Control” has the meaning given to that term in Clause 12.1 (Change of Control).

“Charged Property” means any or all of the assets of the Obligors and any Third Party Security Provider which from time to time are, or are expressed to be, the subject of the Transaction Security.

“Closing Date” means the date on which the first Utilisation of Facility B occurs.

“Code” means the US Internal Revenue Code of 1986, as amended.

“Commitment” means a Facility B Commitment, Incremental Facility Commitment or Revolving Facility Commitment.

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate) or in any other form agreed by the Agent and the Parent and, in each case, delivered by the Parent to the Agent under Clause 25.2 (Compliance Certificates), including any Voluntary Compliance Certificate.

“Compounded Rate Currency” means GBP.

“Compounded Rate Interest Payment” means the aggregate amount of interest that:

(a) is, or is scheduled to become, payable under any Finance Document; and

(b) relates to a Compounded Rate Loan.

“Compounded Rate Loan” means any Loan or, if applicable, Unpaid Sum in a Compounded Rate Currency.

13

“Compounded Rate Supplement” means, in relation to any currency, a document which:

(a) is agreed in writing by the Parent and the Agent (acting in accordance with paragraph (d) or (e) of Clause 40.5 (Changes to reference rates) or otherwise on the instructions of the Relevant Currency Majority Lenders under the Facilities for which the relevant currency constitutes the Base Currency or an Optional Currency (acting reasonably));

(b) specifies for that currency the relevant terms which are expressed in this Agreement to be determined by reference to Compounded Rate Terms; and

(c) has been made available to the Parent and each Finance Party by the Agent.

“Compounded Rate Terms” means in relation to:

(a) a currency;

(b) a Loan or an Unpaid Sum in that currency;

(c) an Interest Period for such a Loan or Unpaid Sum (or other period for the accrual of commission or fees in respect of that currency); or

(d) any term of this Agreement relating to the determination of a rate of interest in relation to such a Loan or Unpaid Sum,

the terms set out for that currency in Schedule 20 (Compounded Rate Terms) or in any Compounded Rate Supplement.

“Compounded Reference Rate” means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the aggregate of:

(a) the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day; and

(b) the applicable Credit Adjustment Spread.

“Compounding Methodology Supplement” means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a) is agreed in writing by the Parent, the Agent (in its own capacity) and the Agent (acting in accordance with paragraph (d) or (e) of Clause 40.5 (Changes to reference rates) or otherwise on the instructions of the Relevant Currency Majority Lenders under the Facilities for which the relevant rate will be used in the calculation of interest (acting reasonably));

(b) specifies a calculation methodology for that rate; and

(c) has been made available to the Parent and each Finance Party by the Agent.

“Confidential Information” means all information relating to any Third Party Security Provider, the Group, the Parent, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of, becoming a Finance Party under the Finance Documents or a Facility from either:

14

(a) any Third Party Security Provider, any member of the Group, any Affiliate of any member of the Group or any of their respective advisers; or

(b) another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any Third Party Security Provider, any member of the Group, any Affiliate of any member of the Group or any of their respective advisers,

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(i) information that:

(A) is or becomes public information other than as a direct or indirect result of any breach by that Finance Party or its Affiliates of Clause 41 (Confidential Information); or

(B) is identified in writing at the time of delivery as non-confidential by any Third Party Security Provider, any member of the Group or any of their respective advisers; or

(C) is known by that Finance Party before the date the information is disclosed to it in accordance with paragraph (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with any Third Party Security Provider or the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii) any Funding Rate.

“Confidentiality Undertaking” means a confidentiality undertaking substantially in a recommended form of the LMA on the date of this Agreement or in any other form agreed between the Parent and the Agent, and in any case capable of being relied upon by, and not capable of being materially amended without the consent of, the Parent.

“Consolidated Current Assets” means, as at any date of determination, the Total Assets that may properly be classified on a consolidated balance sheet of the Parent as current assets in conformity with the relevant Accounting Principles, excluding cash and Cash Equivalents, amounts related to current or deferred taxes based on income or profits, assets held for sale, loans (permitted) to third parties, pension assets, deferred bank fees and derivative financial instruments, any Settlement Assets and excluding the effects of adjustments pursuant to the relevant Accounting Principles resulting from the application of recapitalisation accounting or purchase accounting, as the case may be, in relation to any consummated acquisition.

“Consolidated Current Liabilities” means, as at any date of determination, the total liabilities of the Parent and the Restricted Subsidiaries on a consolidated basis that may properly be classified on a consolidated balance sheet of the Parent as current liabilities in conformity with the relevant Accounting Principles, excluding (A) the current portion of any Funded Debt, (B) the current portion of interest, (C) accruals for current or deferred taxes based on income or profits, (D) accruals of any costs or expenses related to restructuring reserves, (E) revolving loans, swing line loans and letter of credit obligations under any Revolving Facility or any other revolving credit

15

facility, (F) in respect of any Financing Lease Obligation of any Person, the capitalised amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with the relevant Accounting Principles as in effect on the date of this Agreement, (G) deferred revenue arising from cash receipts that are earmarked for specific projects, (H) liabilities in respect of unpaid earn-outs, (I) any Settlement Debt, Settlement Liabilities or any other liabilities in connection with Settlement Cash Balances or other Settlement Assets, (J) the current portion of any other long-term liabilities, and, furthermore, excluding the effects of adjustments pursuant to the relevant Accounting Principles resulting from the application of recapitalisation accounting or purchase accounting, as the case may be, in relation to any consummated acquisition and (K) any non-cash liabilities recorded in connection with stock-based awards, partnership interest-based awards, awards of profits interests, deferred compensation awards and similar incentive based compensation awards or arrangements.

“Consolidated First Lien Net Debt” means as of any date of determination:

(a) Consolidated Total Indebtedness of the Parent and its Restricted Subsidiaries that is secured by Liens on the Collateral on a pari passu basis with the Facilities as of such date of determination; minus

(b) cash and Cash Equivalents that would be stated on the balance sheet of the Parent and its Restricted Subsidiaries as of such date of determination,

in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Fixed Charge Coverage Ratio” (and subject, for the avoidance of doubt, to Clause 1.3 (Calculations)) and as determined in good faith by Parent.

“Consolidated First Lien Debt Ratio” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Consolidated Secured Debt Ratio” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Consolidated Total Debt Ratio” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Consolidated Total Indebtedness” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities; provided that increases or decreases in Consolidated Working Capital shall be calculated without regard to any changes in Consolidated Current Assets or Consolidated Current Liabilities as a result of (a) any reclassification in accordance with the relevant Accounting Principles of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“Constitutional Documents” means the constitutional documents of the Parent.

“Credit Adjustment Spread” means, in respect of any Compounded Rate Loan, any rate which is either:

(a) specified as such in the applicable Compounded Rate Terms; or

16

(b) to the extent the applicable Compounded Rate Terms specify a methodology for calculating a Credit Adjustment Spread, determined by the Agent (or by any other Finance Party which agrees with the Parent to determine that rate in place of the Agent) in accordance with that methodology.

“CTA” means the Corporation Tax Act 2009.

“Cumulative Compounded RFR Rate” means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees with the Parent to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 22 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Currency Equivalent” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Customary Bridge Loans” means customary bridge loans or interim indebtedness with a maturity date of no longer than one year; provided that any loan, note, security or other Indebtedness which is exchanged for or otherwise replaces such bridge loans is permitted by the terms of this Agreement.

“Daily Non-Cumulative Compounded RFR Rate” means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum determined by the Agent (or by any other Finance Party which agrees with the Parent to determine that rate in place of the Agent) in accordance with the methodology set out in Schedule 21 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

“Daily Rate” means the rate specified as such in the applicable Compounded Rate Terms.

“Debt Purchase Transaction” means, in relation to a person, a transaction where such person:

(a) purchases by way of assignment or transfer;

(b) enters into any sub-participation in respect of; or

(c) enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

any Commitment or amount outstanding under this Agreement.

“Declared Default” means:

(a) in the case of an Event of Default (other than a Financial Covenant Event of Default), the occurrence of an Event of Default which has resulted in a notice by the Agent to the Parent under paragraph (a)(ii) of Clause 28.5 (Acceleration); or

(b) in the case of a Financial Covenant Event of Default, the occurrence of a Financial Covenant Event of Default which has resulted in a notice by the Agent to the Parent under both of paragraphs (b)(i) and (b)(ii) of Clause 28.5 (Acceleration),

and, in each case, such notice has not been withdrawn, cancelled or otherwise ceased to have effect.

17

“Default” means an Event of Default or any event or circumstance specified in Clause 28 (Events of Default) which would (with the expiry of a grace period, the giving of notice to the Parent or the making of any determination, in each case, provided for in Clause 28 (Events of Default) or any combination of the foregoing) be an Event of Default, provided that any such event or circumstance which requires any determination as to materiality before it may become an Event of Default shall not be a Default until such determination is made.

“Defaulting Lender” means any Lender:

(a) which has failed to make its participation in a Loan available or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan in accordance with Clause 5.4 (Lenders’ participation) or which has failed to provide cash collateral (or has notified the Issuing Bank or the Parent (which is notified the Agent) that it will not provide cash collateral) in accordance with Clause 7.4 (Cash collateral by Non-Acceptable L/C Lender and Borrower’s option to provide cash cover);

(b) which has otherwise rescinded or repudiated a Finance Document;

(c) which is an Issuing Bank which has failed to issue a Letter of Credit (or has notified the Agent or the Parent (which has notified the Agent) that it will not issue a Letter of Credit) in accordance with Clause 6.5 (Issue of Letters of Credit) or which has failed to pay a claim (or has notified the Agent or the Parent (which has notified the Agent) that it will not pay a claim) in accordance with (and as defined in) Clause 7.2 (Claims under a Letter of Credit);

(d) with respect to which an Insolvency Event has occurred and is continuing; or

(e) which became a Lender in breach of the provisions of Clause 29 (Changes to the Lenders); or

(f) which purports to assign or transfer any of its rights and obligations under this Agreement or enter into any sub-participation or sub-contract in respect thereof, in each case, in breach of the provisions of Clause 29 (Changes to the Lenders),

unless, in the case of paragraph (a) above and in respect of a participation in a Loan other than a Certain Funds Utilisation or an Agreed Certain Funds Utilisation:

(i) its failure to pay, or to issue a Letter of Credit, is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

(ii) payment is made within three Business Days after its due date; or

(iii) the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

“Delegate” means any delegate, agent, attorney or co-trustee appointed by the Security Agent or the Agent.

“Derivative Instrument” means, with respect to a Lender, any contract, instrument or other right to receive payment or delivery of cash or other assets to which such Lender (or any Affiliate of

18

such Lender that is acting in concert with such Lender in connection with such Lender’s Commitments under any Facility (other than a Screened Affiliate)) is a party (whether or not requiring further performance by such Lender or Affiliate), pursuant to which the value and/or cash flows (or any material portion thereof) are materially affected by any of the Performance References.

“Designated Gross Amount” means the amount notified by the Parent to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Gross Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“Designated Net Amount” means the amount notified by the Parent to the Agent upon the establishment of a Multi-account Overdraft as being the maximum amount of Net Outstandings that will, at any time, be outstanding under that Multi-account Overdraft.

“Disposition” means the sale, transfer, license tantamount to a sale, lease or other disposition (including any sale and leaseback transaction and any sale or issuance of Equity Interests in a Restricted Subsidiary) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith; provided that “Disposition” shall not be deemed to include any issuance by the Parent of any of its Equity Interests to another Person.

“Disqualified Lender” means:

(a) any person as designated in writing by the Parent from time to time;

(b) the Parent’s or any other member of the Group’s competitors, including any that have been specified to the Agent or the Arrangers by the Parent in writing from time to time (a “Primary Competitor”);

(c) any person that owns or controls (in either case, directly or indirectly) a Primary Competitor or any of its affiliates (a “Competitor Shareholder”) or any person that is otherwise under common control, ownership or management of a Competitor Shareholder; and

(d) as to any person referenced in paragraph (a), (b) or (c) above (each, a “Primary Disqualified Lender”), any of such Primary Disqualified Lender’s known Affiliates or Affiliates identified in writing to the Agent or the Arrangers or otherwise readily identifiable by name,

in each case, other than:

(i) deposit-taking financial institutions;

(ii) Affiliates of any Primary Competitor or Competitor Shareholder that are acting on the other side of appropriate information barriers implemented or maintained as required by law or regulation from the person that would otherwise constitute a Primary Competitor or Competitor Shareholder and managed and controlled separately from the person that would otherwise constitute a Primary Competitor or Competitor Shareholder and has separate personnel responsible for its interests under the Finance Documents, such personnel being independent from the interests of the entity or division constituting the Primary Competitor or Competitor Shareholder, and no information provided under the Finance Documents is disclosed or otherwise made available to any personnel responsible for the interests

19

of the entity or division constituting a Primary Competitor or Competitor Shareholder; and

(iii) Affiliates of any Primary Competitor or Competor Shareholder that are Independent Debt Funds.

“Disqualified Stock” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Disruption Event” means either or both of:

(a) a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b) the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party:

(i) from performing its payment obligations under the Finance Documents; or

(ii) from communicating with other Parties in accordance with the terms of the Finance Documents,

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

“E-Money Directive” means Directive 2009/110/EC of the European Parliament and of the Council of 16 September 2009 on the taking up, pursuit and prudential supervision of the business of electronic money institutions amending Directives 2005/60/EC and 2006/48/EC and repealing Directive 2000/46/EC.

“EBITDA” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway.

“End User” means any person holding or otherwise beneficially entitled to the proceeds of any e-wallet or other account provided or otherwise made available by any member of the Group (including, without limitation, any customer which has accepted the terms and conditions, from time to time, in respect of such account), but excluding any merchant selling any product and/or service which utilises the payment processing services provided by any member of the Group.

“Enforcement Event” means an Event of Default has occurred which is continuing and notice of acceleration has been given by the Agent which results in an Acceleration Event (as defined in the Intercreditor Agreement) which is continuing (provided that such Acceleration Event is not in respect of a Financial Covenant Event of Default in respect of which a Financial Covenant Cross-Default has not occurred and is not continuing).

“Equity Documents” means:

20

(a) the Constitutional Documents; and

(b) any document evidencing Shareholder Indebtedness owed by, or equity investment in, the Parent.

“Equity Interests” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Equityholding Vehicle” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Erroneous Payment” has the meaning given to that term in Clause 34.4 (Amounts paid in error).

“EU Bail-In Legislation Schedule” means the document described as such and published by the LMA (or any successor person) from time to time.

“EURIBOR” means, in relation to any Term Rate Loan in euro:

(a) the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate),

provided that, if in either case that rate is (i) in the case of the Initial Revolving Facility, less than zero, EURIBOR shall be deemed to be zero, (ii) in the case of Facility B2, less than zero, EURIBOR shall be deemed to be zero and (iii) in the case of any Incremental Facility, less than the percentage rate per annum specified in the relevant Incremental Facility Increase Notice (the “EURIBOR Floor Rate”), EURIBOR shall be deemed to be the relevant EURIBOR Floor Rate.

“Event of Default” means any event or circumstance specified as such in Clause 28 (Events of Default) (save for Clause 28.5 (Acceleration), Clause 28.6 (Clean Up Period) and Clause 28.7 (Excluded Matters)).

“Excess Cash Flow” means, for any period, an amount equal to the excess of:

(a) the sum, without duplication, of:

(i) Consolidated Net Income of the Parent for such period; plus

(ii) an amount equal to the amount of all non-cash charges (including depreciation and amortisation) to the extent deducted in arriving at such Consolidated Net Income, but excluding any such non-cash charges representing an accrual or reserve for potential cash items in any future period and excluding amortisation of a prepaid cash item that was paid in a prior period; plus

(iii) decreases in Consolidated Working Capital for such period (other than any such decreases arising from acquisitions or Dispositions by the Parent and the Restricted Subsidiaries completed during such period or the application of purchase accounting); plus

(iv) an amount equal to the aggregate net non-cash loss on Dispositions by the Parent and the Restricted Subsidiaries during such period (other than Dispositions in the

21

ordinary course of business) to the extent deducted in arriving at such Consolidated Net Income; less

(v) (to the extent otherwise included or included in Consolidated Net Income) the proceeds of any Disposition received during that period; over

(b) the sum, without duplication, of:

(i) an amount equal to the amount of all non-cash credits included in arriving at such Consolidated Net Income (but excluding any non-cash credit to the extent representing the reversal of an accrual or reserve described in paragraph (a)(ii) above) and cash charges excluded by virtue of paragraphs (a) through (q) of the definition of “Consolidated Net Income”;

(ii) the amount of Capital Expenditures or acquisitions of intellectual property made in cash during such period by the Parent or the Restricted Subsidiaries to the extent financed with (A) internally generated cash flow or (B) the proceeds of extensions of credit under any Revolving Facility or any other revolving credit facility, in each case, of the Parent and the Restricted Subsidiaries;

(iii) an amount equal to the aggregate net non-cash gain on Dispositions by the Parent and the Restricted Subsidiaries during such period (other than Dispositions in the ordinary course of business) to the extent included in arriving at such Consolidated Net Income and the net cash loss on Dispositions to the extent otherwise added to arrive at Consolidated Net Income;

(iv) increases in Consolidated Working Capital for such period (other than any such increases arising from acquisitions or Dispositions by the Parent and the Restricted Subsidiaries completed during such period or the application of purchase accounting);

(v) cash payments by the Parent and the Restricted Subsidiaries during such period in respect of long-term liabilities of the Parent and the Restricted Subsidiaries (other than Indebtedness) to the extent such payments are not expensed during such period or are not deducted in calculating Consolidated Net Income;

(vi) the amount of Investments and acquisitions made pursuant to Section 2 (Limitation on Restricted Payments) of Schedule 17 (General Undertakings), to the extent that such Investments and acquisitions were financed with internally generated cash flow or borrowings under any revolving credit facility;

(vii) the aggregate amount of expenditures actually made in cash by the Parent and the Restricted Subsidiaries from internally generated cash flow of the Parent and the Restricted Subsidiaries during such period (including expenditures for the payment of financing fees) to the extent that such expenditures are not expensed (or exceed the amount that is expensed) during such period or are not deducted in calculating Consolidated Net Income;

(viii) cash expenditures in respect of Hedging Obligations during such financial year to the extent not deducted in arriving at such Consolidated Net Income;

(ix) the aggregate amount of cash and Cash Equivalents which are Restricted Assets;

22

(x) the aggregate amount of cash and Cash Equivalents of the Parent or any of its Restricted Subsidiaries deposited during such financial year into cash collateral accounts or other blocked accounts established for the benefit of customers or suppliers or other commercial counterparties (other than cash or Cash Equivalent Investments held in any such accounts to support any outstanding Indebtedness);

(xi) the aggregate amount of cash and Cash Equivalents which:

(A)

(1) appears (or would be required to appear) as “restricted” on a consolidated balance sheet of the Parent and the Restricted Subsidiaries (unless such appearance is related to the Finance Documents (or the Liens created thereunder) or other Indebtedness permitted under this Agreement which is permitted to be secured); or

(2) is subject to any Lien (other than as contemplated by sub-paragraph (1) above or Liens permitted by Section 3 (Liens) of Schedule 17 (General Undertakings)); and

(B) is attributable to internally generated cash flow; and

(xii) any payment of cash to be amortized or expensed over a future period and recorded as a long-term asset,

provided that, with respect to paragraphs (b)(ii), (v), (vi) and (vii), at the option of the Parent (in its sole and absolute discretion), (1) the amount shall also include any amount committed to be paid pursuant to a binding contract in any subsequent period so long as to the extent such amount is not actually paid as committed in such subsequent period, such amount shall be added back in calculating Excess Cash Flow for such subsequent period and (2) the amount shall also include any payment made after such period and prior to the date on which the Excess Cash Flow calculation is due so long as such amount will not be deducted in subsequent periods.

“Exchange Act” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Existing Facilities Agreement” means the senior facilities agreement entered into on 20 December 2017 (as amended and/or restated from time to time) between, amongst others, the Parent, Credit Suisse AG, London Branch as agent and Credit Suisse AG, London Branch as security agent.

“Expiry Date” means, for a Letter of Credit, the last day of its Term.

“Extended Revolving Facility” has the meaning given to that term in paragraph (b)(iii) of Clause 40.3 (Loan Modifications).

“Extended Revolving Facility Commitment” has the meaning given to that term in paragraph (b)(i) of Clause 40.3 (Loan Modifications).

“Extended Revolving Facility Loan” means a loan made under an Extended Revolving Facility Commitment.

23

“Extended Term Facility” has the meaning given to that term in paragraph (a)(iii) of Clause 40.3 (Loan Modifications).

“Extended Term Loan” has the meaning given to that term in paragraph (a)(i) of Clause 40.3 (Loan Modifications).

“Extension” means the establishment of an Extended Term Loan or Extended Revolving Facility Loan by amending a Loan pursuant to Clause 40.3 (Loan Modifications) and the applicable Extension Amendment.

“Extension Amendment” has the meaning given to that term in paragraph (d)(i) of Clause 40.3 (Loan Modifications).

“Extension Request” means any Term Loan Extension Request or a Revolver Extension Request, as the case may be.

“Facility” means Facility B, any Revolving Facility or, following its establishment, any Incremental Facility, any Extended Term Facility or any Extended Revolving Facility and “Facilities” means Facility B, any Revolving Facility, any Incremental Facility, any Extended Term Facility and any Extended Revolving Facility together.

“Facility B” means Facility B1 and Facility B2.

“Facility B Commitment” means a Facility B1 Commitment, a Facility B2 Commitment and/or a Refinancing Term Commitment.

“Facility B Lender” means any Lender who makes available a Facility B Commitment or a Facility B Loan.

“Facility B Loan” means a loan made or to be made under Facility B, an Extended Term Loan, a Refinancing Term Loan or, in each case, the principal amount outstanding for the time being of that loan.

“Facility B1” means the term loan facility made available under this Agreement as described in paragraph (a)(i) of Clause 2.1 (The Facilities).

“Facility B1 Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set out opposite its name under the heading ‘Facility B1 Commitment’ in Part 4 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Facility B1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

(b) in relation to any other Lender, the amount in the Base Currency of any Facility B1 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

(in each case, including any Extended Term Loans with respect to Facility B1), to the extent not:

(i) cancelled, reduced or transferred by it under this Agreement; or

24

(ii) deemed to be zero pursuant to paragraph (l) of Clause 29.3 (Conditions of assignment or transfer) or Clause 29.15 (Notifiable Debt Purchase Transactions).

“Facility B1 Lender” means any Lender who makes available a Facility B1 Commitment or a Facility B1 Loan.

“Facility B1 Loan” means a loan made or to be made under Facility B1 or the principal amount outstanding for the time being of that loan.

“Facility B2” means the term loan facility made available under this Agreement as described in paragraph (a)(ii) of Clause 2.1 (The Facilities).

“Facility B2 Commitment” means:

(a) in relation to an Original Lender, the amount in EUR set out opposite its name under the heading ‘Facility B2 Commitment’ in Part 4 (The Original Lenders) of Schedule 1 (The Original Parties) and the amount of any other Facility B2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

(b) in relation to any other Lender, the amount in EUR of any Facility B2 Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

(in each case, including any Extended Term Loans with respect to Facility B2), to the extent not:

(i) cancelled, reduced or transferred by it under this Agreement; or

(ii) deemed to be zero pursuant to paragraph (l) of Clause 29.3 (Conditions of assignment or transfer) or Clause 29.15 (Notifiable Debt Purchase Transactions).

“Facility B2 Lender” means any Lender who makes available a Facility B2 Commitment or a Facility B2 Loan.

“Facility B2 Loan” means a loan made or to be made under Facility B2 or the principal amount outstanding for the time being of that loan.

“Facility Office” means:

(a) in respect of a Lender or Issuing Bank, the office or offices notified by that Lender or Issuing Bank to the Agent in writing on or before the date it becomes a Lender or Issuing Bank (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement;

(b) any Substitute Facility Office; or

(c) in respect of any other Finance Party, the office in the jurisdiction in which it is incorporated.

“FATCA” means:

(a) sections 1471 to 1474 of the Code or any associated regulations;

25

(b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the IRS, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(a) in relation to a withholdable payment described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b) in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA.

“FATCA Exempt Party” means a Party that is entitled to receive payments free from any FATCA Deduction.

“Fee Letter” means (i) any letter or letters dated on or prior to the date of this Agreement (in each case, to the extent such letter is still in effect or has not been replaced) between (A) all of the Arrangers and the Parent, (B) the Agent and the Parent or (C) the Security Agent and the Parent, setting out any of the fees referred to in Clause 17 (Fees); and (ii) any agreement setting out fees payable to a Finance Party, including, but not limited to, those referred to in paragraph (e) of Clause 2.2 (Increase), paragraph (b) of Clause 2.3 (Incremental Facility), Clause 17.2 (Agent and Security Agent fees), Clause 17.4 (Issuing Bank fees) or Clause 17.3 (Interest, commission and fees on Ancillary Facilities) of this Agreement or under any other Finance Document.

“Finance Document” means this Agreement, any Incremental Facility Increase Notice, any Accession Deed, any Resignation Letter, any Ancillary Document, any Compliance Certificate, any Fee Letter, the Intercreditor Agreement, any Selection Notice, any Transaction Security Document, any Utilisation Request, any Extension Request, any Extension Amendment, any Refinancing Amendment, any Compounded Rate Supplement, any Compounding Methodology Supplement and any other document designated as a Finance Document by the Agent and the Parent.

“Finance Party” means the Agent, each Arranger, each Bookrunner, each Issuing Bank, the Security Agent, a Lender or any Ancillary Lender.

“Financial Statements” means Annual Financial Statements, Semi-Annual Financial Statements and Quarterly Financial Statements.

“Financial Quarter” means the period commencing on the day immediately following a Quarter Date and ending on the next occurring Quarter Date.

“Financial Year” means the annual accounting period of the Parent and the Group ending on the relevant Accounting Reference Date in each year.

26

“Financing Lease Obligation” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“First Test Date” means the first Quarter Date to occur after the third complete Financial Quarter occurring after the Closing Date.

“Fixed Charge Coverage Ratio” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Funded Debt” means, in respect of any Person, all third-party Indebtedness of such Person for borrowed money that matures more than one year from the date of its creation or matures within one year from such date that is renewable or extendable, at the option of such Person, to a date more than one year from such date or arises under a revolving credit or similar agreement that obligates the lender or lenders to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.

“Funding Rate” means any individual rate notified by a Lender to the Agent pursuant to paragraph (a)(ii) of Clause 16.5 (Cost of funds).

“German Resident” means an Obligor (and any of its directors, managers, officers, agents and employees) which qualifies as a resident party domiciled in Germany (Inländer) within the meaning of Section 2 paragraph 15 of the German Foreign Trade Act (Außenwirtschaftsgesetz).

“Governmental Authority” means the government of any nation, or of any political subdivision thereof, whether state, regional, provincial, territorial, municipal or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Gross Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft but calculated on the basis that the words (net of any Available Credit Balance) in the definition of “Ancillary Outstandings” were deleted.

“Group” means the Parent and each of its Restricted Subsidiaries from time to time.

“Group Structure Chart” means the structure chart of the Group assuming the Closing Date has occurred.

“Guarantor” means an Original Guarantor or an Additional Guarantor, in each case, unless it has ceased to be a Guarantor in accordance with Clause 30 (Changes to the Obligors).

“Guarantor and Security Coverage Requirement” means that, subject to the Agreed Security Principles, the aggregate (without double counting) earnings before interest, tax, depreciation and amortisation (“Relevant EBITDA”) (calculated on the same basis as EBITDA, taking each entity on an unconsolidated basis and excluding all intra-Group items) of the Guarantors represents not less than 80% of the EBITDA of the Group (disregarding (i) in the calculation of Relevant EBITDA of the Guarantors, the Relevant EBITDA of any Guarantor generating negative Relevant EBITDA (which shall be deemed to have zero Relevant EBITDA) and (ii) in the calculation of the EBITDA of the Group, the Relevant EBITDA of (x) to the extent positive, any Regulated Entity (unless such Regulated Entity is a Guarantor) and (y) to the extent positive, any other entity which, in each case, is not required to become a Guarantor in accordance with the Agreed Security Principles).

27

“Hedging Obligations” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Impaired Agent” means the Agent at any time when:

(a) it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b) the Agent otherwise rescinds or repudiates a Finance Document;

(c) (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender”; or

(d) an Insolvency Event has occurred and is continuing with respect to the Agent,

unless, in the case of paragraph (a) above:

(i) its failure to pay is caused by:

(A) administrative or technical error; or

(B) a Disruption Event; and

(ii) payment is made within three Business Days after its due date; or

(iii) the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

“Increase Confirmation” means a confirmation substantially in the form set out in Schedule 11 (Form of Increase Confirmation).

“Increase Lender” has the meaning given to that term in Clause 2.2 (Increase).

“Incremental Facility” means following its establishment pursuant to Clause 2.3 (Incremental Facility), any Incremental Term Facility or Incremental Revolving Facility (as the context requires).

“Incremental Facility Borrower” means any TLB Borrower and any member of the Group which is specified as a Borrower under the relevant Incremental Facility in an Incremental Facility Increase Notice or which accedes as an Additional Borrower under the relevant Incremental Facility in accordance with Clause 30 (Changes to the Obligors), unless it has ceased to be an Incremental Facility Borrower in accordance with Clause 30 (Changes to the Obligors).

“Incremental Facility Commitment” means an Incremental Revolving Facility Commitment or an Incremental Term Facility Commitment.

“Incremental Facility Increase Notice” means a notice substantially in the form set out in Part 2 (Form of Incremental Facility Increase Notice) of Schedule 12 (Incremental Facility Increase Notice) delivered by the Parent to the Agent in accordance with Clause 2.3 (Incremental Facility).

28

“Incremental Facility Lender” means:

(a) any Original Incremental Facility Lender; and

(b) any bank or financial institution, trust, fund or other person which has become an Incremental Facility Lender in accordance with Clause 2.2 (Increase) or Clause 29 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Incremental Facility Loan” means an Incremental Term Facility Loan or an Incremental Revolving Facility Loan.

“Incremental Financial Covenant Revolving Facility” means an Incremental Revolving Facility which is specified to benefit from the Revolving Facility Financial Covenant in the Incremental Facility Increase Notice pursuant to which that Incremental Revolving Facility is established.

“Incremental MFN Term Facility” means an Incremental Term Facility that is:

(a) a floating rate debt facility with banks or other institutional lenders providing for term loans that is underwritten or arranged by mandated arrangers with the primary goal of being distributed and broadly syndicated to institutional investors in the international syndicated loan markets (for the avoidance of doubt excluding, without limitation, revolving credit facilities, bilateral facilities and club credit facilities provided by relationship lenders);

(b) secured by all or substantially all of the Transaction Security on a pari passu basis with Facility B; and

(c) initially incurred under paragraph (b)(i)(C) of Section 1 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock) of Schedule 17 (General Undertakings).

“Incremental Revolving Facility” has the meaning given to that term in Clause 2.3 (Incremental Facility).

“Incremental Revolving Facility Commitments” means, in relation to an Incremental Revolving Facility:

(a) in relation to an Original Incremental Facility Lender under such Incremental Revolving Facility, the aggregate amount of any commitments made available by it pursuant to paragraph (a)(ii) of Clause 2.3 (Incremental Facility) and identified in the relevant Incremental Facility Increase Notice and attributable to that Original Incremental Facility Lender and the amount of any other Incremental Revolving Facility Commitment under that Incremental Revolving Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Lender, the aggregate amount of any Incremental Revolving Facility Commitments under such Incremental Revolving Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

(in each case, including any Extended Revolving Facility Commitments with respect to such Incremental Revolving Facility), to the extent not:

29

(i) cancelled, reduced or transferred by it under this Agreement; or

(ii) deemed to be zero pursuant to Clause 29.15 (Notifiable Debt Purchase Transactions).

“Incremental Revolving Facility Loan” means a loan made or to be made under an Incremental Revolving Facility or the principal amount outstanding for the time being of that loan.

“Incremental Term Facility” has the meaning given to that term in Clause 2.3 (Incremental Facility).

“Incremental Term Facility Commitment” means, in relation to an Incremental Term Facility:

(a) in relation to an Original Incremental Facility Lender under such Incremental Term Facility, the aggregate amount of any commitments made available by it pursuant to paragraph (a)(i) of Clause 2.3 (Incremental Facility) and identified in the relevant Incremental Facility Increase Notice and attributable to that Original Incremental Facility Lender and the amount of any other Incremental Term Facility Commitment under that Incremental Term Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase); and

(b) in relation to any other Lender, the aggregate amount of any Incremental Term Facility Commitments under such Incremental Term Facility transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

(in each case, including any Extended Term Loans with respect to such Incremental Term Facility), to the extent not:

(i) cancelled, reduced or transferred by it under this Agreement; or

(ii) deemed to be zero pursuant to Clause 29.15 (Notifiable Debt Purchase Transactions).

“Incremental Term Facility Loan” means a loan made or to be made under an Incremental Term Facility or the principal amount outstanding for the time being of that loan.

“Independent Debt Fund” means, in relation to any person or any Affiliate of such person, any trust, fund or other entity which has been established for the purpose of making, purchasing or investing in loans or debt securities (but which has not been formed specifically with a view to investing in the Loans or the Facilities) and which is managed or controlled independently from all other trusts, funds or other entities managed or controlled by that person or any of its Affiliates which have been established for the primary or main purpose of investing in the share capital of companies (and, for the avoidance of doubt, but without limitation, an entity, trust or fund shall be treated as being managed independently from all other trusts, funds or other entities managed or controlled by that person or that Affiliate, if it has a different general partner (or equivalent)).

“Initial Revolving Facility” means the revolving credit facility made available under this Agreement as described in paragraph (a)(iii) of Clause 2.1 (The Facilities).

“Initial Revolving Facility Commitment” means:

(a) in relation to an Original Lender, the amount in the Base Currency set out opposite its name under the heading ‘Revolving Facility Commitment’ in Part 4 (The Original Lenders) of

30

Schedule 1 (The Original Parties) and the amount of any other Initial Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

(b) in relation to any other Lender, the amount in the Base Currency of any Initial Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

(in each case, including any Extended Revolving Facility Commitments with respect to the Initial Revolving Facility Commitments), to the extent not:

(i) cancelled, reduced or transferred by it under this Agreement; or

(ii) deemed to be zero pursuant to paragraph (l) of Clause 29.3 (Conditions of assignment or transfer) or Clause 29.15 (Notifiable Debt Purchase Transactions).

“Initial Revolving Facility Lender” means a Lender under the Initial Revolving Facility.

“Initial Revolving Facility Loan” means a loan made or to be made under the Initial Revolving Facility or the principal amount outstanding for the time being of that loan.

“Insolvency Event” in relation to a Finance Party means the appointment of a liquidator, receiver, administrative receiver, receiver and manager, interim receiver, manager, monitor, trustee, administrator, compulsory manager or other similar officer in respect of that Finance Party or all or substantially all of that Finance Party’s assets or any analogous procedure or step is taken in any jurisdiction (all other than by way of an Undisclosed Administration) with respect to that Finance Party or that Finance Party becomes the subject of any Bail-In Action by a Resolution Authority.

“Intercreditor Agreement” means the intercreditor agreement dated on or about the date of this Agreement and made between, amongst others, the Parent, the Company, the Agent and the Security Agent.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 15 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 14.4 (Default Interest).

“Interpolated Screen Rate” means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a) the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of that Loan; and

(b) the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of that Loan,

each as of the Specified Time for the currency of that Loan.

“Investments” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Investors” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

31

“IRS” means the US Internal Revenue Service.

“Issuing Bank” means any Lender (or Affiliate of a Lender) which has notified the Agent that it has agreed to the Parent’s request to be an Issuing Bank pursuant to the terms of this Agreement (and if more than one Lender (or Affiliate of a Lender) has so agreed, such Lenders (and Affiliates of Lenders) shall be referred to, whether acting individually or together, as the Issuing Bank) provided that, in respect of a Letter of Credit issued or to be issued pursuant to the terms of this Agreement, the Issuing Bank shall be the Issuing Bank which has issued or agreed to issue that Letter of Credit.

“ITA” means the Income Tax Act 2007.

“L/C Proportion” means in relation to a Lender in respect of any Letter of Credit, the proportion (expressed as a percentage) borne by that Lender’s Available Commitment to the relevant Available Facility immediately prior to the issue of that Letter of Credit, adjusted to reflect any assignment under this Agreement to or by that Lender.

“Legal Opinion” means any legal opinion delivered to the Agent under or in connection with this Agreement (including pursuant to Clause 30 (Changes to the Obligors)).

“Legal Reservations” means:

(a) the principle that certain remedies may be granted or refused at the discretion of the court, the limitation of enforcement by laws relating to bankruptcy, insolvency, liquidation, reorganisation, court schemes, moratoria, administration and other laws generally affecting the rights of creditors and secured creditors;

(b) the time barring of claims under applicable limitation laws (including the Limitation Acts) and defences of acquiescence, set-off or counterclaim and the possibility that an undertaking to assume liability for or to indemnify a person against non-payment of stamp duty may be void;

(c) the principle that in certain circumstances Security granted by way of fixed charge may be recharacterised as a floating charge or that Security purported to be constituted as an assignment may be recharacterised as a charge;

(d) the principle that additional interest imposed pursuant to any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f) the principle that the creation or purported creation of Security over any contract or agreement which is subject to a prohibition on transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach of the contract or agreement over which Security has purportedly been created;

(g) the possibility that a non-exclusive choice of jurisdiction provision in any agreement or instrument, or a provision which gives some (but not all) of the parties to the relevant agreement or instrument (or any Receiver or Delegate) a right to commence proceedings in jurisdictions other than the jurisdiction specified in that agreement or instrument as being the most appropriate and convenient forum to settle disputes, may not be enforceable;

32

(h) similar principles, rights and defences under the laws of any relevant jurisdiction; and

(i) any other matters which are set out as qualifications or reservations (however described) as to matters of law in the Legal Opinions.

“Lender” means:

(a) any Original Lender;

(b) any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 2.2 (Increase), 2.3 (Incremental Facility)) or Clause 29 (Changes to the Lenders); and

(c) any Additional Refinancing Lender,

which, in each case, has not ceased to be a Lender in accordance with the terms of this Agreement.

“Letter of Credit” means:

(a) a letter of credit, substantially in the form set out in Schedule 8 (Form of Letter of Credit) or in any other form requested by a Revolving Facility Borrower (or the Parent on its behalf) and agreed by the Issuing Bank; or

(b) any guarantee, indemnity or other instrument in a form requested by a Revolving Facility Borrower (or the Parent on its behalf) and agreed by the Agent and the Issuing Bank.

“LIBOR” means, in relation to any Term Rate Loan other than a Term Rate Loan in EUR:

(a) the applicable Screen Rate as of the Specified Time for the currency of that Loan and for a period equal in length to the Interest Period of that Loan; or

(b) as otherwise determined pursuant to Clause 16.1 (Unavailability of Screen Rate),

and if, in either case, that rate is (i) in the case of the Initial Revolving Facility, less than zero, LIBOR shall be deemed to be zero, (ii) in the case of Facility B1, is less than 0.50% per annum, LIBOR shall be deemed to be 0.50% per annum and (iii) in the case of any Incremental Facility, less than the percentage rate per annum specified in the relevant Incremental Facility Increase Notice (the “LIBOR Floor Rate”), LIBOR shall be deemed to be the relevant LIBOR Floor Rate.

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“Limited Condition Transaction” means:

(a) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise and which may include, for the avoidance of doubt, a transaction that may constitute a Change of Control), or other transaction;

(b) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness, Disqualified Stock or Preferred Stock;

(c) any Restricted Payment; and

33

(d) any Asset Sale or a disposition excluded from the definition of “Asset Sale”.

“LMA” means the Loan Market Association.

“Loan” means a Term Loan, a Revolving Facility Loan or an Incremental Facility Loan.

“Long Derivative Instrument” means a Derivative Instrument:

(a) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with positive changes to any of the Performance References; and/or

(b) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes to any of the Performance References.

“Lookback Period” means the number of days specified as such in the applicable Compounded Rate Terms.

“LTM EBITDA” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Major Event of Default” means any event or circumstance constituting an Event of Default under any of paragraphs (a) and (b) of Section 1 (Events of Default) of Schedule 18 (Events of Default) (in so far as it relates to payment of principal and/or interest only), paragraph (c) (Other obligations) of Section 1 (Events of Default) of Schedule 18 (Events of Default) insofar as it relates to a breach of any Major Undertaking in a material respect, Clause 28.2 (Misrepresentation) insofar as it relates to a breach of any Major Representation in a material respect and under any of paragraphs (f) and (g) of Section 1 (Events of Default) of Schedule 18 (Events of Default), in each case as it relates to:

(a) in the case of a Certain Funds Utilisation, the Parent only (and excluding: (x) any procurement obligations on the part of the Parent with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group); and

(b) in the case of any other acquisition permitted by the terms of this Agreement or an Agreed Certain Funds Utilisation, the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor(s) with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group).

“Major Representation” means a representation or warranty under any of Clause 24.1 (Status), Clause 24.2 (Binding obligations), Clause 24.3 (Non-conflict with other obligations) (other than paragraph (c) therein) and Clause 24.4 (Power and authority), in each case as it relates to:

(a) in the case of a Certain Funds Utilisation, the Parent only (and excluding: (x) any procurement obligations on the part of the Parent with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group); and

(b) in the case of any other acquisition permitted by the terms of this Agreement or an Agreed Certain Funds Utilisation, the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds

34

Obligor(s) with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group).

“Major Undertaking” means any of Section 3 (Liens), Section 1 (Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock), Section 5 (Asset Sales) and Section 2 (Limitation on Restricted Payments) of Schedule 17 (General Undertakings), in each case as it relates to:

(a) in the case of a Certain Funds Utilisation, the Parent only (and excluding: (x) any procurement obligations on the part of the Parent with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group); and

(b) in the case of any other acquisition permitted by the terms of this Agreement or an Agreed Certain Funds Utilisation, the applicable Agreed Certain Funds Obligor(s) only (and excluding: (x) any procurement obligations on the part of the Agreed Certain Funds Obligor(s) with respect to any other member of the Group; and (y) any failure to comply, breach or Default by any other member of the Group).

“Majority Facility B Lenders” means Facility B Lenders whose Facility B Commitments aggregate more than 50% of the Total Facility B Commitments (or, if the Total Facility B Commitments have been reduced to zero, aggregated more than 50% of the Total Facility B Commitments immediately prior to that reduction), provided that the Commitments of any Defaulting Lenders shall in each case be excluded for the purposes of making any determination of Majority Facility B Lenders.

“Majority Financial Covenant Revolving Facility Lenders” means, at any time, a Lender or Lenders whose Revolving Facility Commitments under the Initial Revolving Facility and any Incremental Financial Covenant Revolving Facility aggregate more than 50% of the Total Financial Covenant Revolving Facility Commitments (or, if the Total Financial Covenant Revolving Facility Commitments have been reduced to zero, aggregated more than 50% of the Total Financial Covenant Revolving Facility Commitments immediately prior to that reduction) provided that the Commitments of any Defaulting Lenders shall in each case be excluded for the purposes of making any determination of Majority Financial Covenant Revolving Facility Lenders.

“Majority Incremental Term Facility Lenders” has the meaning given to that term in paragraph (d) of the definition of “Majority Lenders”.

“Majority Lenders” means:

(a) in the context of a proposed consent, amendment or waiver in relation to a proposed Utilisation of Facility B of any of the conditions in Clause 4.2 (Further conditions precedent) or Clause 4.5 (Utilisations during the Certain Funds Period) (as applicable), the Majority Facility B Lenders;

(b) in the context of a proposed consent, amendment or waiver in relation to a proposed Utilisation of the Initial Revolving Facility of any of the conditions in Clause 4.2 (Further conditions precedent), Clause 4.5 (Utilisations during the Certain Funds Period) or Clause 4.6 (Utilisations during an Agreed Certain Funds Period) (as applicable), a Lender or Lenders whose Initial Revolving Facility Commitments aggregate more than 50% of the Total Initial Revolving Facility Commitments;

35

(c) in the context of a proposed consent, amendment or waiver in relation to a proposed Utilisation of an Incremental Revolving Facility of any of the conditions in Clause 4.2 (Further conditions precedent) or Clause 4.6 (Utilisations during an Agreed Certain Funds Period) (as applicable), a Lender or Lenders whose Incremental Revolving Facility Commitments in respect of that Incremental Revolving Facility aggregate more than 50% of the Total Incremental Revolving Facility Commitments in respect of that Incremental Revolving Facility;

(d) in the context of a proposed consent, amendment or waiver in relation to a proposed Utilisation of an Incremental Term Facility of any of the conditions in Clause 4.2 (Further conditions precedent) or Clause 4.6 (Utilisations during an Agreed Certain Funds Period) (as applicable), a Lender or Lenders whose Incremental Term Facility Commitments in respect of that Incremental Term Facility aggregate more than 50% of the Total Incremental Term Facility Commitments in respect of that Incremental Term Facility (in relation to each such Incremental Term Facility, the “Majority Incremental Term Facility Lenders”); and

(e) otherwise a Lender or Lenders whose Commitments aggregate more than 50% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 50% of the Total Commitments immediately prior to that reduction) (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitment shall not be reduced by the amount of its Ancillary Commitment),

provided that the Commitments of any Defaulting Lenders shall in each case be excluded for the purposes of making any determination of Majority Lenders pursuant to any of paragraphs (a) to (e) above.

“Majority Revolving Facility Lenders” means Lenders whose Revolving Facility Commitments aggregate more than 50% of the Total Revolving Facility Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitment shall not be reduced by the amount of its Ancillary Commitment) provided that the Commitments of any Defaulting Lenders shall in each case be excluded for the purposes of making any determination of Majority Revolving Facility Lenders and provided further that for the avoidance of doubt any Revolving Facility Commitments established pursuant to Clause 2.3 (Incremental Facility) shall be included as Revolving Facility Commitments for the purposes of this definition.

“Management Stockholders” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Margin” means:

(a) in relation to any Facility B1 Loan, 2.75% per annum;

(b) in relation to any Facility B2 Loan, 3.00% per annum;

(c) in relation to any Initial Revolving Facility Loan, 2.25% per annum;

(d) in relation to any Incremental Facility Loan, the percentage rate per annum specified by the Parent in the relevant Incremental Facility Increase Notice;

36

(e) in relation to any Refinancing Term Loan or Other Revolving Facility Loan, the percentage rate per annum specified in the relevant Refinancing Amendment relating to such Refinancing Term Loan or Other Revolving Facility Loan, as applicable;

(f) in relation to any Unpaid Sum relating or referable to a Facility, the rate per annum specified above for that Facility; and

(g) in relation to any other Unpaid Sum, the highest rate specified above,

but if:

(i) no Material Event of Default has occurred and is continuing; and

(ii) the Consolidated First Lien Debt Ratio in respect of the most recently completed Relevant Period is within a range set out below,

then the Margin for each Loan under an Incremental Facility will be the percentage per annum agreed with the relevant Incremental Facility Lenders and as indicated for that range in the relevant Incremental Facility Increase Notice for those Incremental Facility Commitments, the Margin for each relevant Refinancing Term Loan or Other Revolving Facility Loan will be the percentage per annum agreed with the relevant Lenders and/or Additional Refinancing Lenders and as indicated for that range in the relevant Refinancing Amendment for those Refinancing Term Loans or Other Revolving Facility Loans, and the Margin for each Loan under Facility B and the Initial Revolving Facility will be the percentage per annum set out below in the column for the relevant Facility opposite that range (with no limit on the reduction to be effected on any date of determination):

However:

(A) any increase or decrease in the Margin for a Loan shall take effect on the Business Day after receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 25.2 (Compliance Certificates) (including any Voluntary Compliance Certificate).

(B) if, following receipt by the Agent of the Annual Financial Statements of the Group and related Compliance Certificate, those statements and Compliance Certificate demonstrate that (I) the Margin should have been reduced in accordance with the above table or (II) the Margin should not

37

have been reduced in accordance with the above table, the next payment of interest under the relevant Facility following receipt of the relevant Annual Financial Statements by the Agent shall be increased or reduced (as the case may be) by such amount as is necessary to put the Agent, the Lenders and the Group (but with respect to payments to Lenders, only to Lenders who were participating in the Facilities both at the time to which the adjustments relate and the time when the adjustments are actually made) in the position they should have been in had the appropriate rate of Margin been applied at the time. The Agent’s determination of the adjustments payable shall be prima facie evidence of such adjustments and the Agent shall if so requested by the Parent provide the Parent with reasonable details of the calculation of such adjustments;

(C) while a Material Event of Default is continuing, the Margin for each Loan under Facility B and the Initial Revolving Facility shall be the highest percentage per annum set out above for a Loan under that Facility (or, in respect of any Incremental Facility Loan, the highest percentage rate per annum set out in the Incremental Facility Increase Notice in respect of the relevant Incremental Facility Commitments) provided that, once such Material Event of Default is remedied or waived, the applicable Margin shall be recalculated on the basis of the then most recently delivered Compliance Certificate and any variation of the Margin will apply with effect from the first day after that Material Event of Default ceased to be continuing; and

(D) for the purpose of determining the Margin, the Consolidated First Lien Debt Ratio and Relevant Period shall be determined in accordance with Clause 1.3 (Calculations), Clause 26.2 (Financial calculations), Schedule 17 (General Undertakings) and Schedule 19 (Certain New York Law Defined Terms).

“Market Disruption Event” has the meaning given to that term in Clause 16.4 (Market disruption).

“Market Disruption Rate” means the rate (if any) specified as such in the applicable Compounded Rate Terms.

“Material Adverse Effect” means any event or circumstance which, in each case (after taking into account all mitigating factors or circumstances, including any warranty, indemnity or other resources available to the Group or right of recourse against any third party with respect to the relevant event or circumstance and any obligation of any person in force to provide any additional equity investment), has a material adverse effect on the consolidated business, assets or financial condition of the Group (taken as a whole) such that the Group (taken as a whole) would be reasonably likely to be unable to perform its payment obligations under the Finance Documents.

“Material Event of Default” means an Event of Default under paragraphs (a) and (b) of Section 1 (Events of Default) of Schedule 18 (Events of Default) (in respect of non-payment of interest or principal under this Agreement only) or paragraphs (f) and (g) of Section 1 (Events of Default) of Schedule 18 (Events of Default).

“Material Subsidiary” means:

38

(a) until the first set of Annual Financial Statements and accompanying Compliance Certificate are delivered, each wholly-owned Restricted Subsidiary of the Parent which has unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA taking each entity on an unconsolidated basis and excluding all intra-Group items) representing more than 5% of the EBITDA of the Group (as determined by reference to the Group’s most recently available annual audited financial statements ); and

(b) following delivery of the first set of Annual Financial Statements and accompanying Compliance Certificate, each wholly-owned Restricted Subsidiary of the Parent which has unconsolidated earnings before interest, tax, depreciation and amortisation (calculated on the same basis as EBITDA taking each entity on an unconsolidated basis and excluding all intra-Group items) representing more than 5% of the EBITDA of the Group (as determined by reference to the most recent Compliance Certificate supplied by the Company or the Parent with the Annual Financial Statements in each Financial Year ending after the Closing Date, or, at the Parent’s election, any more recent financial statements delivered to the Agent shall, in the absence of manifest error, be conclusive and binding on all Parties ).

“MFN Threshold” means the greater of $430 million and 100% of LTM EBITDA (or its equivalent in other currencies) (or such other amount as agreed between the Parent and the Majority Facility B Lenders).

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a) other than where paragraph (b) below applies:

(i) (subject to paragraph (iii) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(ii) if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(iii) if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; and

(b) in relation to an Interest Period for any Loan (or any other period for the accrual of commission or fees) in a Compounded Rate Currency for which there are rules specified as “Business Day Conventions” in respect of that currency in the applicable Compounded Rate Terms, those rules shall apply.

The above rules will only apply to the last month of any period.

“Multi-account Overdraft” means an Ancillary Facility which is an overdraft facility comprising more than one account.

39

“Net Outstandings” means, in relation to a Multi-account Overdraft, the Ancillary Outstandings of that Multi-account Overdraft.

“Net Short Lender” means any Lender which has a Net Short Position with respect to its Commitments and/or participation in any Facility, provided that:

(a) any Lender which is a deposit taking financial institution authorised by a financial services regulator; and

(b) any Original Lender having an Initial Revolving Facility Commitment as at the date of this Agreement or any of such Original Lender’s Affiliates,

shall not, in each case, be a Net Short Lender.

“Net Short Position” means, with respect to a Lender, as of a date of determination, either:

(a) the value of its Short Derivative Instruments exceeds the sum of:

(i) the value of its Commitments and/or participation in any Facility; plus

(ii) the value of its Long Derivative Instruments as of such date of determination; or

(b) it is reasonably expected that paragraph (a) above would be the case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions (as published by the International Swaps and Derivatives Association, Inc.)) to have occurred with respect to the Parent or any other member of the Group immediately prior to such date of determination.

“New Lender” has the meaning given to that term in Clause 29.2 (Assignments by Lenders).

“New York Law Provisions” means Clause 1.3 (Calculations), Clause 1.4 (Limited Condition Transactions), paragraph (a) of Clause 12.1 (Change of Control), Schedule 16 (Information Undertakings), Schedule 17 (General Undertakings), Schedule 18 (Events of Default) and Schedule 19 (Certain New York Law Defined Terms).

“Non-Acceptable L/C Lender” means a Lender under a Revolving Facility which:

(a) other than any Original Lender and their Affiliates, is not an Acceptable Bank within the meaning of paragraph (a) of the definition of “Acceptable Bank” (other than a Lender which each Issuing Bank has agreed is acceptable to it notwithstanding that fact);

(b) is a Defaulting Lender; or

(c) has failed to make (or has notified the Agent and the Parent that it will not make) a payment to be made by it under Clause 7.3 (Indemnities) or Clause 31.11 (Lenders’ indemnity to the Agent) or any other payment to be made by it under the Finance Documents to or for the account of any other Finance Party in its capacity as Lender by the due date for payment unless the failure to pay falls within the description of any of those items set out at paragraphs (i) and (ii) of the definition of “Defaulting Lender”.

“Non-Cash Compensation Liabilities” means any non-cash liabilities recorded in connection with stock-based awards, partnership interest-based awards, awards of profits interests, deferred compensation awards and similar incentive based compensation awards or arrangements.

40

“Non-Consenting Lender” has the meaning given to that term in Clause 40.7 (Replacement of Lender).

“Obligor” means a Borrower or a Guarantor.

“Obligors’ Agent” means the Parent as appointed to act on behalf of each Obligor in relation to the Finance Documents pursuant to Clause 2.5 (Obligors’ Agent).

“Officer” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Optional Currency” means a currency (other than the Base Currency) which complies with the conditions set out in Clause 4.3 (Conditions relating to Optional Currencies).

“Original Borrower” means each Original RCF Borrower and each Original TLB Borrower.

“Original Financial Statements” means the audited consolidated financial statements of the Group for the financial year ended 31 December 2020.

“Original Guarantor” means each entity listed in Part 3 (The Original Guarantors) of Schedule 1 (The Original Parties).

“Original Incremental Facility Lender” has the meaning given to that term in Clause 2.3 (Incremental Facility).

“Original Obligor” means the Original Borrowers and the Original Guarantors.

“Original RCF Borrower” means each entity listed in Part 2 (The Original RCF Borrowers) of Schedule 1 (The Original Parties).

“Original Senior Secured Notes” the senior secured notes due 2029 issued by the Original Senior Secured Notes Issuers on or about the date of this Agreement.

“Original Senior Secured Notes Indenture” means the indenture governing the Original Senior Secured Notes.

“Original Senior Secured Notes Issuers” means each of Paysafe Finance PLC and Paysafe Holdings (US) Corp.

“Original TLB Borrower” means each entity listed in Part 1 (The Original TLB Borrowers) of Schedule 1 (The Original Parties).

“Other Revolving Facility Commitments” means:

(a) in relation to an Additional Refinancing Lender, the aggregate amount of any revolving facility commitments made available pursuant to Clause 40.4 (Refinancing Amendments) and identified in the relevant Refinancing Amendment relating to such Other Revolving Facility Commitments and attributable to that Additional Refinancing Lender and the amount of any other Other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

41

(b) in relation to any other Lender, the aggregate amount of any Other Revolving Facility Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

to the extent not:

(i) cancelled, reduced or transferred by it under this Agreement; or

(ii) deemed to be zero pursuant to paragraph (l) of Clause 29.3 (Conditions of assignment or transfer) or Clause 29.15 (Notifiable Debt Purchase Transactions).

“Other Revolving Facility Loan” means a loan made or to be made pursuant to any Other Revolving Facility Commitments or the principal amount outstanding for the time being of that loan.

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

“Party” means a party to this Agreement.

“Perfection Requirements” means the making or the procuring of the appropriate registrations, filing, endorsements, notarisation, stampings and/or notifications of the Transaction Security Documents and/or the Security created thereunder.

“Performance References” means:

(a) the value and/or performance of any Facility; and/or

(b) the creditworthiness of the Parent and/or any one or more members of the Group.

“Permitted Earlier Maturity Indebtedness Exception” means, with respect to any Incremental Term Facility Loans, an aggregate principal amount of such Incremental Term Facility Loans not exceeding the greater of $430 million and 100% LTM EBITDA may have a maturity date that is earlier than the original Termination Date applicable to Facility B, and a Weighted Average Life to Maturity that is shorter than the Facility B Loans or the latest maturity or expiration date applicable to any Term Loans outstanding at the time such Indebtedness is incurred or issued.

“Permitted Holder” has the meaning given to that term in Clause 12.1 (Change of Control).

“Permitted Indebtedness” means any Indebtedness which is permitted or not prohibited by this Agreement.

“Permitted Reorganisation” means any amalgamation, demerger, merger, voluntary liquidation, consolidation, reorganisation, winding up or corporate reconstruction involving the Parent or any of the Restricted Subsidiaries, including, without limitation, as set out in or contemplated by the Tax Structure Memorandum (a “Reorganisation”), that is made on a solvent basis; provided that if any shares or other assets form part of the Charged Property, substantially equivalent Liens must be granted over such shares or assets of the recipient such that they form part of the Charged Property.

“Permitted Transaction” means:

42

(a) any step, circumstance, payment, event, reorganisation or transaction contemplated by or relating to the Transaction Documents or the Tax Structure Memorandum and any intermediate steps or actions necessary to implement the steps, circumstances, payments or transactions described in each such document;

(b) any merger, reorganisation, dissolution or liquidation permitted by Section 7 (Merger, Consolidation or Sale of All or Substantially All Assets) of Schedule 17 (General Undertakings);

(c) a Permitted Reorganisation;

(d) the Transactions and any steps, payments or transactions in connection with the funding of the Facilities;

(e) any step, circumstance or transaction which is mandatorily required by law (including arising under an order of attachment or injunction or similar legal process);

(f) any conversion of a loan, credit or any other indebtedness outstanding into distributable reserves, share capital, share premium or other equity interests of any member of the Group or any other capitalisation, forgiveness, waiver, release, distribution or other discharge of any loan, credit or other indebtedness, in each case on a cashless basis;

(g) any transfers, movements and/or write-downs of Settlement Cash Balances or other Settlement Assets in the ordinary course of trading;

(h) any “Liabilities Acquisition” (as defined in the Intercreditor Agreement);

(i) any intermediate steps or actions necessary or desirable to implement steps, circumstances, payments, events, reorganisations, activities, arrangements or transactions permitted by this Agreement; and

(j) any payment or any transaction to which the Agent (acting on the instructions of the Majority Lenders) shall have given prior written consent or which is a Structural Adjustment.

“Permitted Plan” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Preferred Stock” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Pro Rata Share” means, in relation to a Lender and a Facility, the proportion which a Lender’s Commitment under that Facility bears to the aggregate of all of the Commitments under that Facility.

“Quarter Date” means each of 31 December, 31 March, 30 June and 30 September or such other dates which correspond to the quarter end dates within the Financial Year.

“Quarterly Financial Statements” has the meaning given to that term in paragraph (c) of Section 1 (Financial Statements) of Schedule 16 (Information Undertakings).

“Quotation Day” means, in relation to any period for which an interest rate is to be determined:

43

(a) (if the currency is euro) two TARGET Days before the first day of that period; or

(b) (for any other currency) two Business Days before the first day of that period,

unless market practice differs in the Relevant Market for that currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Market (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days).

“Quoted Tenor” means, in relation to the Screen Rate for EURIBOR for any Term Rate Loans in EUR, LIBOR for any Term Rate Loans in USD or CDOR for any Term Rate Loans in CAD, any period for which that Screen Rate is customarily displayed on the relevant page or screen of an information service.

“Receiver” means a receiver or receiver and manager or administrative receiver of the whole or any part of the Charged Property.

“Reference Bank Quotation” means any quotation supplied to the Agent by a Base Reference Bank.

“Refinancing” has the meaning given to that term in Clause 3.1 (Purpose).

“Refinancing Amendment” means an amendment to this Agreement executed by each of (a) the Parent, (b) the Agent, (c) each Additional Refinancing Lender and (d) each Lender that agrees to provide any portion of Refinancing Term Loans, Other Revolving Facility Commitments or Other Revolving Facility Loans incurred pursuant thereto, in accordance with Clause 40.4 (Refinancing Amendments).

“Refinancing Term Commitments” means:

(a) in relation to an Additional Refinancing Lender, the aggregate amount of any term facility commitments made available pursuant to Clause 40.4 (Refinancing Amendments) and identified in the relevant Refinancing Amendment relating to such Refinancing Term Commitments and attributable to that Additional Refinancing Lender and the amount of any other Refinancing Term Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility); and

(b) in relation to any other Lender, the aggregate amount of any Refinancing Term Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) or Clause 2.3 (Incremental Facility),

to the extent not:

(i) cancelled, reduced or transferred by it under this Agreement; or

(ii) deemed to be zero pursuant to paragraph (l) of Clause 29.3 (Conditions of assignment or transfer) or Clause 29.15 (Notifiable Debt Purchase Transactions).

“Refinancing Term Loan” means a loan made or to be made pursuant to any Refinancing Term Commitments or the principal amount outstanding for the time being of that loan.

“Register” has the meaning given to that term in Clause 29.10 (The Register).

44

“Regulated Entity” means each member of the Group whose business activities are subject to licence, supervised or regulated by a Relevant Regulator.

“Related Fund” in relation to a fund (a “first fund”), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Currency Facility” means, with respect to a currency, each Facility for which the relevant currency constitutes:

(a) the Base Currency; or

(b) an Optional Currency that is available for utilisation under that Facility without any requirement for further consent on the part of any Finance Party.

“Relevant Currency Lenders” means, with respect to a currency, the Lenders under each Relevant Currency Facility for that currency.

“Relevant Currency Majority Lenders” means, with respect to a currency, a Relevant Currency Lender or Relevant Currency Lenders whose Commitments under the Relevant Currency Facilities aggregate more than 50% of the aggregate Commitments under the Relevant Currency Facilities for that currency.

“Relevant Jurisdiction” means, in relation to an Obligor:

(a) its jurisdiction of incorporation; and

(b) the jurisdiction whose laws govern any of the Transaction Security Documents entered into by it.

“Relevant Market” means:

(a) subject to paragraph (b) below:

(i) in relation to euro, the European interbank market;

(ii) in relation to CAD, the market for Canadian bankers’ acceptances; and

(iii) in relation to any other currency, the London interbank market; and

(b) in relation to a Compounded Rate Currency, the market specified as such in the applicable Compounded Rate Terms.

“Relevant Period” means each period of four consecutive Financial Quarters (which for the avoidance of doubt may include periods prior to the Closing Date).

“Relevant Regulator” means the Isle of Man Financial Services Authority, the Swiss Financial Market Supervisory Authority (FINMA), the UK Financial Conduct Authority, the UK Payment Systems Regulator, the UK Competition and Markets Authority, the Financial Services Commission of Mauritius or any other entity, agency, governmental authority or person that has regulatory authority over the business or operations of any member of the Group.

45

“Renewal Request” means a written notice delivered to the Agent in accordance with Clause 6.6 (Renewal of a Letter of Credit).

“Repeating Representations” has the meaning given to that term in Clause 24.15 (Repetition).

“Reporting Day” means the day specified as such in the applicable Compounded Rate Terms.

“Reporting Entity” means the Parent or any other entity that delivers financial statements in accordance with the requirements of Clause 25 (Information Undertakings) and/or Schedule 16 (Information Undertakings).

“Reporting Time” means the relevant time (if any) specified as such in the applicable Compounded Rate Terms.

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

“Resignation Letter” means a resignation letter substantially in the form set out in Schedule 14 (Form of Resignation Letter) delivered in accordance with Clause 30.3 (Resignation of a Borrower) and Clause 30.5 (Resignation of a Guarantor).

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers.

“Restricted Asset” means, in relation to any Regulated Entity:

(a) the regulatory capital that a Regulated Entity is required to maintain pursuant to any Capital Requirement;

(b) the Settlement Cash Balances of that Regulated Entity and any other cash held by or on behalf of that Regulated Entity for merchants, End Users, Card Schemes, cardholders of any Card Scheme, banks, financial institutions or other similar entity or person;

(c) any amounts held by or on behalf of that Regulated Entity (including, without limitation, in Segregated Accounts) in accordance with the terms of a licence, order, rule, principle, guideline or guidance issued by a Relevant Regulator and/or the Payment Services Directive (PSD, 2007/64/EC), the Second Payment Services Directive (PSD 2, (EU) 2015/2366) or the E-Money Directive or any relevant implementing regulation or legislation (including but not limited to the Electronic Money Regulations 2011, the Payment Services Regulations 2009 and/or the Payment Services Regulations 2017), as amended and/or replaced from time to time, for merchants, other payment service users or payment service providers, End Users, Card Schemes, cardholders of any Card Scheme, banks, financial institutions or other similar entity or person;

(d) any sums receivable by or on behalf of that Regulated Entity from or under any End User, Card Scheme, bank, financial institution or other similar entity or person for onward transmission or remittance to a merchant;

(e) any sums receivable by or on behalf of that Regulated Entity from a merchant for onward transmission or remittance to or under any End User, Card Scheme, bank, financial institution or other similar entity or person;

46

(f) any right, title or interest of that Regulated Entity in or under any letter of credit, guarantee, cash collateral or other financial support or Security provided by a bank, financial institution or other similar entity (or an affiliate thereof) for its account to any End User or Card Scheme counterparty; and

(g) any bank accounts which contain or are reasonably likely to contain any of the aforementioned assets.

“Restricted Payment” has the meaning given to that term in Schedule 17 (General Undertakings).

“Restricted Subsidiary” means any Subsidiary of the Parent other than an Unrestricted Subsidiary.

“Revolving Facility” means the Initial Revolving Facility, any Incremental Revolving Facility and/or any Extended Revolving Facility.

“Revolving Facility Borrower” means each Original RCF Borrower and any member of the Group which accedes as an Additional Borrower under a Revolving Facility in accordance with Clause 30 (Changes to the Obligors), unless it has ceased to be a Revolving Facility Borrower in accordance with Clause 30 (Changes to the Obligors).

“Revolving Facility Commitment” means in respect of any Lender the aggregate amount of its Initial Revolving Facility Commitments, the aggregate amount of its Incremental Revolving Facility Commitments and/or the aggregate amount of its Other Revolving Facility Commitments.

“Revolving Facility Financial Covenant” has the meaning given to that term in paragraph (a) of Clause 26.1 (Financial Condition).

“Revolving Facility Financial Covenant Condition” has the meaning given to that term in paragraph (b) of Clause 26.1 (Financial Condition). “Revolving Facility Lender” means a Lender under a Revolving Facility.

“Revolving Facility Loan” means an Initial Revolving Facility Loan, an Incremental Revolving Facility Loan, an Extended Revolving Facility Loan and/or an Other Revolving Facility Loan or, in each case, the principal amount outstanding for the time being of that Loan.

“Revolving Facility Utilisation” means a Revolving Facility Loan or a Letter of Credit issued under the Initial Revolving Facility.

“RFR” means the rate specified as such in the applicable Compounded Rate Terms.

“RFR Banking Day” means any day specified as such in the applicable Compounded Rate Terms.

“Rollover Loan” means one or more Revolving Facility Utilisations under the same Revolving Facility:

(a) made or to be made on the same day that:

(i) a maturing Revolving Facility Loan under that Revolving Facility is due to be repaid; or

(ii) a payment of outstandings under an Ancillary Facility in connection with that Revolving Facility is due to be met;

47

(iii) a demand by the Agent pursuant to a drawing in respect of, or payment by the Group in respect of, a Letter of Credit issued in connection with that Revolving Facility is due to be met;

(b) the aggregate amount of which is equal to or less than the amount of the maturing Revolving Facility Loan, Ancillary Facility Utilisation or the relevant claim in respect of that Letter of Credit;

(c) in the same currency as the maturing Revolving Facility Loan (unless it arose as a result of the operation of Clause 8.2 (Unavailability of a currency)), Ancillary Facility Utilisation or the relevant claim in respect of that Letter of Credit; and

(d) made or to be made to the same Revolving Facility Borrower (or, if applicable in the case of an Ancillary Facility Utilisation, that Revolving Facility Borrower’s Affiliate) or the Parent for the purpose of:

(i) refinancing that maturing Revolving Facility Loan or Ancillary Facility Utilisation; or

(ii) satisfying the relevant claim in respect of that Letter of Credit.

“Sanction(s)” means any international economic sanction administered or enforced by the United States government (including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury), the United Nations Security Council, the European Union or Her Majesty’s Treasury.

“Screen Rate” means:

(a) in relation to LIBOR, the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant currency and period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters or Refinitiv screen (or any replacement Thomson Reuters or Refinitiv page which displays that rate);

(b) in relation to EURIBOR, the euro interbank offered rate administered by the European Money Markets Institute (or any other person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Thomson Reuters or Refinitiv screen (or any replacement Thomson Reuters or Refinitiv page which displays that rate); and

(c) in relation to CDOR, the average discount rates for Canadian bankers’ acceptances (with a period to maturity equal in length to the relevant period (disregarding any inconsistency arising from the last day of that period being determined pursuant to the terms of this Agreement)) displayed on page CDOR of the Thomson Reuters or Refinitiv screen (or any replacement Thomson Reuters or Refinitiv page which displays that rate),

or, in each case, on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters or Refinitiv, provided that if the agreed page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Parent.

48

“Screened Affiliate” means any Affiliate of a Lender:

(a) that makes investment decisions independently from such Lender and any other Affiliate of such Lender that is not a Screened Affiliate;

(b) that has in place customary information screens between it and such Lender and any other Affiliate of such Lender that is not a Screened Affiliate and such screens prohibit the sharing of information with respect to the Parent or any member of the Group;

(c) whose investment policies are not directed by such Lender or any other Affiliate of such Lender that is acting in concert with such Lender in connection with its Commitment and/or participation in any Facility; and

(d) whose investment decisions are not influenced by the investment decisions of such Lender or any other Affiliate of such Lender that is acting in concert with such Lender in connection with its Commitment and/or participation in any Facility.

“Secured Parties” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

“Security” means a mortgage, charge, pledge, lien, collateral assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Security Jurisdiction” means each of the United Kingdom, the United States and the jurisdiction of incorporation of any Borrower.

“Segregated Accounts” means a segregated, safeguarding or other similar account established by a member of the Group from time to time into which monies of merchants, other payment service users, other payment service providers, End Users, Card Schemes, cardholders of any Card Scheme, banks, financial institutions or other similar entity or person are paid pending payment on to the relevant merchants, other payment service users, other payment service providers, End Users, Card Schemes, cardholders of any Card Scheme, banks, financial institutions or other similar entity or person, in accordance with the terms of a license, order, rule, principle, guideline or guidance issued by a Relevant Regulator and/or the Payment Services Directive (PSD, 2007/64/EC), the Second Payment Services Directive (PSD 2, (EU) 2015/2366) or the E-Money Directive or any relevant implementing regulation or legislation (including but not limited to the Electronic Money Regulations 2011, the Payment Services Regulations 2009 and/or the Payment Services Regulations 2017), as amended and/or replaced from time to time.

“Selection Notice” means a notice substantially in the form set out in Schedule 3 (Requests and Notices) given in accordance with Clause 15 (Interest Periods).

“Semi-Annual Financial Statements” has the meaning given to that term in paragraph (b) of Section 1 (Financial Statements) of Schedule 16 (Information Undertakings).

“Semi-Annual Period” means each period of six months ending on 30 June in each Financial Year.

“Separate Loans” has the meaning given to that term in Clause 10.2 (Repayment of Revolving Facility Loans).

“Settlement Assets” means in the case of each relevant member of the Group:

49

(a) any amounts owed to a member of the Group from End Users and/or cardholders of any Card Scheme after taking into account write downs for anticipated doubtful debts;

(b) any amounts due from an End User, Card Scheme, bank, financial institution or other similar entity or person under Settlement Contracts; and

(c) any Settlement Cash Balances.

“Settlement Cash Balances” means, in the case of each relevant member of the Group, cash in hand or credited to any account with a bank, financial institution or other similar entity and which has been received from an End User, Card Scheme, merchant or cardholder of a Card Scheme or a bank, financial institution or other similar entity or person under Settlement Contracts and is held by or on behalf of a member of the Group (including, without limitation, in Segregated Accounts) or by a person who has entered into a sponsorship agreement with a member of the Group and is holding such cash on behalf of that member of the Group, in each case, for onward payment to End Users, Card Schemes, merchants, cardholders, banks, financial institutions or other similar entities or persons.

“Settlement Contracts” means, in the case of each relevant member of the Group, contracts entered into between the relevant member of the Group and (i) merchants or other parties who may refer or introduce merchants for the provision of point of sale, e-commerce gateway, merchant acquiring or related payment processing services (or a combination of such services) or (ii) End Users, Card Schemes, cardholders, banks, financial institutions or other similar entities or persons for the provision of issuer services/processing activities or related issuer services/processing activities (or a combination of such services).

“Settlement Debt” means any indebtedness of a member of the Group (including, without limitation, any intra-day or clearing facility) which together with Settlement Assets are used directly or indirectly to pay Settlement Liabilities.

“Settlement Liabilities” means in the case of each relevant member of the Group:

(a) any amounts due from a member of the Group to an End User, Card Scheme, merchant, cardholder of a Card Scheme, bank, financial institution or other similar entities or persons (including, without limitation, by way of any e-wallet or other account provided or otherwise made available by any member of the Group) under Settlement Contracts; and

(b) any Settlement Payables.

“Settlement Payables” means, in the case of each relevant member of the Group, the amounts payable to an End User, Card Scheme, merchant, cardholder of a Card Scheme, bank, financial institution or other similar entities or persons under Settlement Contracts in respect of transactions which have been notified to the relevant member of the Group including, for the avoidance of doubt, amounts held as deferred settlement or withheld for any other reason from such merchants, End Users, Card Schemes, cardholders, banks, financial institutions or other similar entities or persons.

“Short Derivative Instrument” means a Derivative Instrument:

(a) the value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with positive changes to any of the Performance References; and/or

50

(b) the value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes to any of the Performance References.

“Specified Equity Contribution” means any cash contribution to the equity or capital of the Parent and/or any purchase of, or investment in, any Equity Interest in the Parent by any Holding Company of the Parent or other person, the proceeds of any Equity Offering or other rights issue or other secondary equity raised by any member of the Group or any Holding Company of any member of the Group and/or the proceeds of any Subordinated Shareholder Funding which, in each case, is made pursuant to paragraph (b) of Clause 28.1 (Financial covenant).

“Specified Time” means a day or time determined in accordance with Schedule 9 (Timetables).

“Subsidiary” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Substitute Affiliate Lender” has the meaning given to that term in Clause 5.6 (Lender Affiliates and Facility Office).

“Substitute Facility Office” has the meaning given to that term in Clause 5.6 (Lender Affiliates and Facility Office).

“Super Majority Lenders” means, at any time:

(a) a Lender or Lenders whose Commitments aggregate 66⅔% or more of the Total Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitments shall not be reduced by the amount of its Ancillary Commitment); and

(b) if the Total Commitments have been reduced to zero, whose Commitments aggregated to 66⅔% or more of the Total Commitments immediately prior to that reduction.

“Super Majority Financial Covenant Revolving Facility Lenders” means, at any time, a Lender or Lenders whose Revolving Facility Commitments under the Initial Revolving Facility and any Incremental Financial Covenant Revolving Facility aggregate 66⅔% or more of the Total Financial Covenant Revolving Facility Commitments (or, if the Total Financial Covenant Revolving Facility Commitments have been reduced to zero, aggregated 66⅔% or more of the Total Financial Covenant Revolving Facility Commitments immediately prior to that reduction) provided that the Commitments of any Defaulting Lenders shall in each case be excluded for the purposes of making any determination of Super Majority Financial Covenant Revolving Facility Lenders.

“Super Majority Revolving Facility Lenders” means Lenders whose Revolving Facility Commitments aggregate 66⅔% or more of the Total Revolving Facility Commitments (and for this purpose the amount of an Ancillary Lender’s Revolving Facility Commitment shall not be reduced by the amount of its Ancillary Commitment) provided that the Commitments of any Defaulting Lenders shall in each case be excluded for the purposes of making any determination of Super Majority Revolving Facility Lenders and provided further that for the avoidance of doubt any Revolving Facility Commitments established pursuant to Clause 2.3 (Incremental Facility) shall be included as Revolving Facility Commitments for the purposes of this definition.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilises a single shared platform and which was launched on 19 November 2007.

51

“TARGET Day” means any day on which TARGET2 is open for the settlement of payments in euro.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Structure Memorandum” means, together:

(a) the tax structure memorandum dated on or prior to the Closing Date prepared by PricewaterhouseCoopers LLP; and

(b) the corporate simplification memorandum dated on or prior to the Closing Date prepared by PricewaterhouseCoopers LLP.

“Term” means each period determined under this Agreement for which the Issuing Bank is under a liability under a Letter of Credit.

“Term Facility” means Facility B, any Incremental Term Facility and/or any Extended Term Facility.

“Term Loan” means a Facility B Loan or an Incremental Term Facility Loan.

“Term Rate Loan” means any Loan or, if applicable, Unpaid Sum which is not a Compounded Rate Loan.

“Termination Date” means:

(a) in respect of Facility B, the date falling 84 months after the Closing Date;

(b) in respect of the Initial Revolving Facility, the date falling 78 months after the Closing Date; and

(c) in relation to each Incremental Facility, the date specified in the relevant Incremental Facility Increase Notice,

in each case, as such date may be amended pursuant to any Extension Amendment or Refinancing Amendment relating to such Facility.

“Test Date” means the First Test Date and each subsequent Quarter Date, or if any such date is not a Business Day, the Parent may elect that such date shall be the next Business Day or the immediately preceding Business Day.

“Testing Period” means each Relevant Period ending on a Test Date.

“Third Party Security Provider” has the meaning given to that term in the Intercreditor Agreement.

“TLB Borrower” means the Original TLB Borrower and any member of the Group which accedes as an Additional Borrower under Facility B in accordance with Clause 30 (Changes to the Obligors), unless it has ceased to be a TLB Borrower in accordance with Clause 30 (Changes to the Obligors).

52

“Total Assets” means the total assets of the Parent and the Restricted Subsidiaries on a consolidated basis in accordance with the relevant Accounting Principles, as shown on the most recent balance sheet of the Parent delivered pursuant to Schedule 16 (Information Undertakings).

“Total Commitments” means the aggregate of the Total Facility B Commitments, the Total Initial Revolving Facility Commitments, the aggregate Other Revolving Facility Commitments, and any Total Incremental Facility Commitments.

“Total Facility B Commitments” means the aggregate of the Total Facility B1 Commitments and the Total Facility B2 Commitments.

“Total Facility B1 Commitments” means the aggregate of the Facility B1 Commitments, being $628,000,000 as at the date of this Agreement.

“Total Facility B2 Commitments” means the aggregate of the Facility B2 Commitments, being €435,000,000 as at the date of this Agreement.

“Total Financial Covenant Incremental Revolving Facility Commitments” means the aggregate of the Incremental Revolving Facility Commitments under any Incremental Financial Covenant Revolving Facility.

“Total Financial Covenant Revolving Facility Commitments” means the aggregate of the Total Initial Revolving Facility Commitments and the aggregate Total Financial Covenant Incremental Revolving Facility Commitments.

“Total Incremental Facility Commitments” means the aggregate of the Incremental Facility Commitments, being zero as at the date of this Agreement.

“Total Incremental Revolving Facility Commitments” means the aggregate of the Incremental Revolving Facility Commitments.

“Total Incremental Term Facility Commitments” means the aggregate of the Incremental Term Facility Commitments.

“Total Initial Revolving Facility Commitments” means the aggregate of the Initial Revolving Facility Commitments, being $305,000,000 as at the date of this Agreement.

“Total Revolving Facility Commitments” means the aggregate of the Total Initial Revolving Facility Commitments, the aggregate Total Incremental Revolving Facility Commitments and the aggregate Other Revolving Facility Commitments.

“Trade Instruments” means any performance bonds, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group arising in the ordinary course of trading of that member of the Group.

“Transfer Certificate” means an agreement substantially in the form set out in Schedule 5 (Form of Transfer Certificate) or any other form agreed between the relevant assignor and assignee provided that if that other form does not contain the undertaking set out in the form set out in Schedule 5 (Form of Transfer Certificate) it shall not be a Creditor/Agent Accession Undertaking as defined in, and for the purposes of, the Intercreditor Agreement.

“Transaction Documents” means the Finance Documents and the Equity Documents.

53

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent and, where applicable, any other Finance Party, pursuant to the Transaction Security Documents.

“Transaction Security Documents” means:

(a) each of the security documents listed in paragraph 4 of Part 1 of Schedule 2 (Conditions Precedent); and

(b) any security document entered into by an Obligor or Third Party Security Provider required to be delivered to the Agent or the Security Agent pursuant to this Agreement,

together with any other document entered into by any Obligor or Third Party Security Provider creating or expressed to create any Security over all or any part of its assets in respect of the obligations of any Obligor under any of the Finance Documents.

“Transactions” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Transfer Date” means, in relation to an assignment, the later of:

(a) the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b) the date on which the Agent executes the relevant Assignment Agreement or Transfer Certificate.

“UK Bail-In Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements, Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

“UK Borrower” means a Borrower which is incorporated in the United Kingdom.

“UK Obligor” means an Obligor which is incorporated in the United Kingdom.

“Undisclosed Administration” means the appointment of an administrator, provisional liquidator, receiver, trustee, custodian or other similar official by a supervisory authority or regulator under or pursuant to the law in the country where such Finance Party is subject to home jurisdiction suspension, if applicable law requires that such appointment is not to be publically disclosed.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“Unrestricted Asset” means any asset of a Regulated Entity which is not a Restricted Asset.

“Unrestricted Subsidiary” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“US” or “United States” means the United States of America.

54

“US Bankruptcy Law” means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code).

“US Guarantor” means any Guarantor that is incorporated or organized under the laws of the US or any state thereof (or the District of Columbia) or that has a place of business or property in the US.

“US Tax Obligor” means:

(a) a Borrower which is resident for tax purposes in the US; or

(b) an Obligor some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

“USA PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 10756, as amended or modified from time to time.

“Utilisation” means a Loan or a Letter of Credit.

“Utilisation Date” means the date of an Utilisation, being the date on which the relevant Loan is to be made or the relevant Letter of Credit is to be issued.

“Utilisation Request” means a notice substantially in the relevant form set out in Part 1 of Schedule 3 (Requests and Notices).

“VAT” means:

(a) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b) any other tax of a similar nature, (including any goods and services tax, value added tax or consumption tax), whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

“Voluntary Compliance Certificate” has the meaning given to that term in paragraph (b) of Clause 25.2 (Compliance Certificates).

“Voting Stock” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Waived Amount” has the meaning given to it in paragraph (c) of Clause 12.4 (Right to refuse prepayment).

“Weighted Average Life to Maturity” has the meaning given to that term in Schedule 19 (Certain New York Law Defined Terms).

“Write-down and Conversion Powers” means:

(a) in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and

55

(b) in relation to any other applicable Bail-In Legislation:

(i) any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that Bail-In Legislation; and

(c) in relation to any UK Bail-In Legislation:

(i) any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii) any similar or analogous powers under that UK Bail-In Legislation.

“Yield” has the meaning given to that term in Clause 17.8 (Call premium).

1.2 Construction

(a) Unless a contrary indication appears, a reference in this Agreement to:

(i) a capitalised form not defined in Clause 1.1 (Definitions) has the meaning given to that term in Schedule 17 (General Undertakings);

(ii) the “Agent”, any “Arranger”, any “Bookrunner”, any “Finance Party”, any “Issuing Bank”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees and, in the case of the Security Agent, any person for the time being appointed as Security Agent or Security Agents in accordance with the Finance Documents;

(iii) a document in “agreed form” is a document which is previously agreed in writing by or on behalf of the Agent and the Parent;

(iv) “assets” includes present and future properties, revenues and rights of every description;

56

(v) “cash” includes all cash at hand or in transit or in tills or payments made by cheques or debit cards or credit cards which are yet to be received or cleared funds;

(vi) a “Finance Document” or a “Transaction Document” or any other agreement or instrument is a reference to that Finance Document or Transaction Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(vii) “guarantee” means (other than in Clause 23 (Guarantees and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(viii) “indebtedness” includes any obligation (whether incurred as principal, guarantor, surety or otherwise) for the payment or repayment of money, whether present or future, actual or contingent;

(ix) the “Interest Period” of a Letter of Credit shall be construed as a reference to the Term of that Letter of Credit;

(x) references to any matter being “permitted” under this Agreement or any other Finance Document or other agreement shall (other than in respect of Clause 29 (Changes to the Lenders), paragraph (c) of Clause 31.15 (Relationship with the Lenders) or any equivalent or substantially similar provision in any other Finance Document or other agreement) include references to such matters not being prohibited or otherwise being approved under this Agreement or such Finance Document or other agreement;

(xi) a Lender’s “participation” in relation to a Letter of Credit, shall be construed as a reference to the relevant amount that is or may be payable by a Lender in relation to that Letter of Credit;

(xii) a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, grouping or partnership (whether or not having separate legal personality);

(xiii) a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law, but if not having force of law which are binding or customarily complied with) of any governmental, intergovernmental or supranational body, agency, department or of any regulatory, self-regulatory or other authority or organisation;

(xiv) a Utilisation made or to be made to a Borrower includes a Letter of Credit issued on its behalf;

(xv) “sufficient available information” means financial information selected and determined by the Parent in good faith in order to test any financial covenant or financial ratio or incurrence-based permission, test, basket or threshold in any Finance Document (including any financial definition or component thereof or any financial ratio, test, basket or threshold or permission based on the calculation of

57

EBITDA, LTM EBITDA, the Consolidated First Lien Debt Ratio, the Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio or the Fixed Charge Coverage Ratio), any Default, Event of Default or other relevant breach of a Finance Document, including information required to be delivered to the Agent under this Agreement as well as other information including monthly management accounts and other internal Group accounts and financial information;

(xvi) a provision of law is a reference to that provision as amended or re-enacted; and

(xvii) a time of day is a reference to London time.

(b) The determination of the extent to which a rate is for a period equal in length to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c) Section, Clause and Schedule headings are for ease of reference only.

(d) Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e) A Revolving Facility Borrower providing “cash cover” for a Letter of Credit or an Ancillary Facility means a Revolving Facility Borrower paying an amount in the currency of the Letter of Credit (or, as the case may be, Ancillary Facility) to an interest-bearing account in the name of that Revolving Facility Borrower and the following conditions being met:

(i) the account is with the Security Agent, the Issuing Bank or the relevant Ancillary Lender for which that cash cover is to be provided;

(ii) subject to paragraph (b) of Clause 7.6 (Regulation and consequences of cash cover provided by Borrower), until no amount is or may be outstanding under that Letter of Credit or Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Letter of Credit or Ancillary Facility; and

(iii) that Revolving Facility Borrower has executed a security document over that account, in form and substance satisfactory to the Security Agent or Ancillary Lender with which that account is held, creating a first ranking security interest over that account.

(f) A Default (including an Event of Default) or an Enforcement Event is continuing if it has not been remedied or waived. If any Default, Event of Default or Enforcement Event has occurred but is no longer continuing (a “Cured Default”), any other Default, Event of Default or Enforcement Event which would not have arisen had the Cured Default not occurred, shall be deemed not to be continuing automatically upon, and simultaneous with, the remedy or waiver of the Cured Default. For the avoidance of doubt, any Default in respect of a failure to comply with any obligation in a Finance Document to deliver any notice, certificate or other document or information, as applicable, within a prescribed time period (including, without limitation, under Clause 25 (Information Undertakings)) shall be deemed to be cured upon performance of such obligation even though such performance is not within the prescribed period specified in any Finance Document.

58

(g) A Borrower “repaying” or “prepaying” a Letter of Credit or Ancillary Outstandings means:

(i) that Borrower providing “cash cover” for that Letter of Credit or in respect of the Ancillary Outstandings;

(ii) the maximum amount payable under the Letter of Credit or Ancillary Facility being reduced or cancelled in accordance with its terms;

(iii) in the case of a Letter of Credit, that Letter of Credit is returned by the beneficiary with its written confirmation that it is released and cancelled;

(iv) in the case of a Letter of Credit, a bank or financial institution approved by the Issuing Bank (acting reasonably) has issued an unconditional and irrevocable guarantee, indemnity, counter indemnity or similar assurance against financial loss in respect of amounts due under that Letter of Credit; or

(v) the Issuing Bank or Ancillary Lender being satisfied that it has no further liability under that Letter of Credit or Ancillary Facility,

and the amount by which a Letter of Credit is, or Ancillary Outstandings are, repaid or prepaid under paragraphs (g)(i) and (ii) above is the amount of the relevant cash cover or reduction or, in the case of paragraphs (g)(iii), (iv) and (v) above the full amount payable under such Letter of Credit or Ancillary Outstandings.

(h) An amount borrowed includes any amount utilised by way of Letter of Credit or under an Ancillary Facility, unless a contrary indication appears.

(i) A Lender funding its participation in an Utilisation includes a Lender participating in a Letter of Credit.

(j) Amounts outstanding under this Agreement include amounts outstanding under or in respect of any Letter of Credit.

(k) An outstanding amount of a Letter of Credit at any time is the maximum amount that is or may be payable by the relevant Revolving Facility Borrower in respect of that Letter of Credit at that time.

(l) A Revolving Facility Borrower’s obligation on Utilisations becoming due and payable includes that Revolving Facility Borrower repaying any Letter of Credit in accordance with paragraph (g) above.

(m) A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:

(i) Schedule 21 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 22 (Cumulative Compounded RFR Rate), as the case may be; or

(ii) any earlier Compounding Methodology Supplement.

(n) The definitions in this Clause 1 shall apply equally to both the singular and plural forms of the terms defined.

59

(o) The obligations of the Obligors and any member of the Group (including any procurement obligation), including but not limited to, the making of any payment, any representation or warranty, general undertaking, any information undertaking or financial covenant under or pursuant to the Finance Documents (other than in relation to the utilisation of the Facilities pursuant to Clause 2 (The Facilities) to Clause 9 (Ancillary Facilities)), any representation or warranty, general undertaking or event of default referred to in the definitions of Major Event of Default, Major Representation or Major Undertaking (as applicable), Clause 11.1 (Illegality), Clause 11.2 (Illegality in relation to an Issuing Bank) and Clause 15 (Interest Periods), shall not become effective or take effect until and from the date of the first Utilisation in accordance with the terms of this Agreement. This paragraph shall not apply to any term or obligation arising under Clause 20.2 (Other indemnities), Clause 20.3 (Indemnity to the Agent), Clause 20.4 (Indemnity to the Security Agent) and Clause 22.1 (Transaction expenses).

(p) Without prejudice to paragraph (o) above, neither the Existing Facilities Agreement nor any Security related thereto nor any breach of representation, warranty, undertaking or other term of (or default or event of default under) the Existing Facilities Agreement arising as a direct or indirect result of the Refinancing or the entry into or performance of obligations under the Finance Documents, shall constitute a breach of (or Default or Event of Default under) any Finance Document.

1.3 Calculations

(a) For the purposes of determining compliance with any restriction, basket, threshold or permission under this Agreement:

(i) any reference to an amount in a given currency shall be deemed to include reference to its Currency Equivalent in other currencies;

(ii) no amount incurred or utilised under any restriction, basket, threshold or permission will be deemed to be increased as a result of: (A) any change in applicable currency exchange rates after the date on which the Currency Equivalent of such incurrence or utilisation was calculated under this Agreement for the purpose of permitting such incurrence or utilisation; or (B) any election made from time to time under the definition of “GAAP” after the date on which such incurrence or utilisation was calculated under this Agreement for the purpose of permitting such incurrence or utilisation; and

(iii) for the avoidance of doubt, any restriction, basket, threshold or permission which would (but for paragraph (ii) above) above) be exceeded as a result of (A) any change in applicable currency exchange rates; or (B) any election made from time to time under the definition of “GAAP” shall be deemed not to have been exceeded and it shall be deemed that no Default, Event of Default or breach of any representation and warranty or undertaking under this Agreement has arisen in connection therewith.

(b) If a proposed action, matter, transaction or amount (or a portion thereof) meets the criteria of more than one applicable basket, permission or threshold under this Agreement, the Parent shall be entitled to divide or classify or later divide or reclassify (based on circumstances existing on the date of such reclassification) such action, matter or amount (or a portion thereof) between such baskets, permissions or thresholds as it shall elect from time to time; provided that:

60

(i) if:

(A) a proposed action, matter, transaction or amount (or a portion thereof) is incurred or entered into pursuant to any baskets, thresholds or exceptions determined by reference to a fixed currency amount or a percentage of LTM EBITDA (a “Fixed Basket”) or the grower component of any other basket; and

(B) at a later time would subsequently be permitted under a ratio-based basket, unless otherwise elected by Parent,

such action, matter, transaction or amount (or a portion thereof) shall automatically be reclassified to such ratio-based basket.

(ii) if:

(A) any transaction is entered into between (x) Parent or any Restricted Subsidiary and (y) any other Person which is not a Restricted Subsidiary on the date of such transaction;

(B) such transaction is permitted pursuant to a fixed basket or an incurrence-based basket; and

(C) following such transaction, such other Person becomes a Restricted Subsidiary,

such transaction shall be deemed to be reallocated to any applicable basket allowing transactions of such type to be entered into on an unlimited basis between Parent and a Restricted Subsidiary or between Restricted Subsidiaries.

(c) Notwithstanding anything to the contrary in this Agreement, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is committed, incurred, assumed or issued, any Lien is committed, incurred, assumed or issued, any Restricted Payment is made any other transaction is undertaken (including a Limited Condition Transaction), in reliance on a Ratio-based Basket (as defined below) based on the Fixed Charge Coverage Ratio, the Consolidated First Lien Debt Ratio, the Consolidated Secured Debt Ratio or the Consolidated Total Debt Ratio, (other than for the purposes of testing the Revolving Facility Financial Covenant in accordance with the terms of Clause 26.1 (Financial condition)) such ratio(s) shall be calculated without regard to the commitment or incurrence of any Indebtedness under any revolving facility or letter of credit facility (including under any Revolving Facility or Ancillary Facility) (i) immediately prior to or in connection therewith; or (ii) used to finance working capital needs of the Parent and Restricted Subsidiaries (as reasonably determined by the Parent).

(d) If any Fixed Baskets are intended to be utilised together with any baskets, thresholds or exceptions determined by reference to the Consolidated First Lien Debt Ratio, the Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric (a “Ratio-based Basket”) in a single transaction or action or series of related transactions or actions (for the purposes of this paragraph (d), a “Relevant Transaction”):

61

(i) amounts available to be incurred under the applicable Ratio-based Baskets shall be calculated without giving effect to amounts to be incurred under the applicable Fixed Baskets in connection with such Relevant Transaction, or amounts previously incurred under such Fixed Basket and not reclassified that are being repaid in connection with such Relevant Transaction, unless otherwise elected by the Parent;

(ii) full pro forma effect shall be given to all increases to LTM EBITDA and repayments or discharges of Indebtedness in connection with such Relevant Transaction in accordance with this Agreement; and

(iii) pro forma effect shall not be given to any incurrence or drawing of any Indebtedness used to finance working capital needs of the Parent or any of its Restricted Subsidiaries in connection with the Relevant Transaction (as reasonably determined by the Parent).

(e) From the date of this Agreement until the date it becomes an Additional Guarantor, each member of the Group which is required to become an Additional Guarantor in accordance with Clause 27.1 (Covenant to guarantee obligations and give security and further assurances), or which the Parent has requested shall become an Additional Guarantor on or before the Latest Accession Date under paragraph (a) of Clause 30.4 (Additional Guarantors) and which, in each case, has been notified to the Agent, shall be deemed to be an Obligor for the purposes of the permissions under this Agreement notwithstanding the fact it is not an Obligor at such time.

(f) In ascertaining the Majority Lenders, the Majority Facility B Lenders, the Majority Revolving Facility Lenders, the Majority Financial Covenant Revolving Facility Lenders, the Super Majority Lenders, the Super Majority Revolving Facility Lenders or the Super Majority Financial Covenant Revolving Facility Lenders or whether any given percentage of the Total Commitments has been obtained to approve any request for a consent, waiver, amendment or other vote under the Finance Documents or for the purposes of the allocation of any repayment or prepayment or for the purposes of taking any step, decision, direction or exercise of discretion which is calculated by reference to Commitments or any Facility B2 Loan, Facility B2 Commitments or any other Commitments not denominated in USD (“Non-Base Currency Amounts”) shall be deemed to be converted into USD at the Agent’s Spot Rate of Exchange on the day on which the relevant determination is made.

(g) If:

(i) any restriction, basket, threshold or permission is determined by reference to the greater of a fixed amount (the “Fixed Component”) and a percentage of LTM EBITDA (the “Grower Component”); and

(ii) the Grower Component of the applicable restriction, basket, threshold or permission exceeds the applicable Fixed Component at any time,

the Fixed Component shall be deemed to be increased to the highest amount of the Grower Component reached from time to time and shall not subsequently be reduced as a result of any decrease in the Grower Component.

(h) If any amount is incurred or utilised under any Ratio-based Basket, such amount shall be permitted notwithstanding any subsequent decline in the Consolidated First Lien Debt

62

Ratio, the Consolidated Secured Debt Ratio, the Consolidated Total Debt Ratio, the Fixed Charge Coverage Ratio or any other financial ratio or metric.

(i) If:

(i) any Indebtedness, Disqualified Stock, Preferred Stock or financing liability (a “Refinancing Amount”) is or is to be issued or incurred to refinance or replace any existing or previous Indebtedness, Disqualified Stock, Preferred Stock or financing liability; and

(ii) such refinancing or replacement would otherwise cause any applicable restriction, basket, threshold or permission to be exceeded,

such restriction, basket, threshold or permission shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Amount does not exceed the principal amount of the existing or previous Indebtedness, Disqualified Stock, Preferred Stock or financing liability being refinanced or replaced (plus all accrued, paid-in-kind, capitalised or accreted interest, prepayment premia, break costs and other fees, costs, expenses and amounts accrued thereon or incurred in connection with such refinancing or replacement).

(j) Any calculation, test or measure that is determined with reference to the financial statements of the Parent (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated First Lien Debt Ratio, the Consolidated Secured Debt Ratio, Consolidated Total Debt Ratio, Fixed Charge Coverage Ratio and Fixed Charges) may be determined with reference to the financial statements of a direct or indirect parent entity of the Parent instead, so long as such calculation, test or measure would not differ by more than an immaterial amount when using the financial statements of such direct or indirect parent entity as compared to if such calculation, test or measure were made using the Parent’s financial statements.

(k) Any ratios, tests or baskets required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

(l) If the Parent or any Restricted Subsidiary takes an action which at the time of the taking of such action would in the good faith determination of the Parent be permitted under the applicable provisions of this Agreement based on the financial statements available at such time, such action shall be deemed to have been made in compliance with this Agreement notwithstanding any subsequent adjustments, modifications or restatements made in good faith to such financial statements affecting Consolidated Net Income, EBITDA or other applicable financial metric.

(m) In respect of any basket set by reference to a financial year, a fiscal year, a calendar year, a Relevant Period, a four-quarter period, a twelve-month period or any other similar annual period (each an “Annual Period”):

(i) at the option of the Parent, the maximum amount so permitted under such basket (which, for the avoidance of doubt, shall be the greater of the numerical permission and the relevant grower permission at the relevant time) during such Annual Period may be increased by:

63

(A) an amount equal to 100% of the difference (if positive) between the permitted amount in the immediately preceding Annual Period and the amount thereof actually used or applied by the Group during such preceding Annual Period (the “Carry Forward Amount”); and/or

(B) an amount equal to 100% of the permitted amount in the immediately following Annual Period and the permitted amount in such immediately following Annual Period (the “Subsequent Annual Period”) shall be reduced by such corresponding amount (the “Carry Back Amount”), provided that, for the avoidance of doubt, if the permitted amount of any numerical permission or grower permission in such Subsequent Annual Period is greater than the amount included in the relevant Carry Back Amount, such greater amount may be used or applied by the Group in the Subsequent Annual Period (and for the avoidance of doubt, such amount shall remain available as a Carry Forward Amount pursuant to paragraph (A) above); and

(ii) to the extent that the maximum amount so permitted under such numerical permission or grower permission during such Annual Period is increased in accordance with paragraph (i) above, any usage of such basket during such Annual Period shall be deemed to be applied in the following order:

(A) first, against the Carry Forward Amount;

(B) secondly, against the maximum amount so permitted during such Annual Period prior to any increase in accordance with paragraph (i) above; and

(C) thirdly, against the Carry Back Amount.

1.4 Limited Condition Transactions

(a) When calculating the availability under any basket, test or ratio under this Agreement or compliance with any provision of this Agreement in connection with any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence or assumption of Liens, repayments, Restricted Payments, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries and Asset Sales or any disposition, issuance or other transaction excluded from the definition of “Asset Sale”), in each case, at the option of the Parent (the Parent’s election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, test or ratio or whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Agreement shall be deemed to be the date (the “LCT Test Date”) either:

(i) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of a notice, declaration or making of a Restricted Payment or similar event); or

(ii) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers or similar law or practices in other jurisdictions apply, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer

64

in respect of a target of a Limited Condition Transaction (or any substantially equivalent announcement in any other jurisdiction),

and, in each case, if, after giving pro forma effect to the Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence or assumption of Liens, repayments, Restricted Payments, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries and Asset Sales or any disposition, issuance or other transaction excluded from the definition of “Asset Sale”) and any related pro forma adjustments (disregarding for the purposes of such pro forma calculation any borrowing under a revolving credit, working capital or letter of credit facility) as if they had occurred at the beginning of the most recent four consecutive Financial Quarters ending prior to the LCT Test Date for which internal consolidated financial statements of a Reporting Entity are available, the Parent or any of its Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes (in the case of Indebtedness, for example, whether such Indebtedness is committed, issued or incurred at the LCT Test Date or at any time thereafter); provided that:

(A) if financial statements for one or more subsequent Financial Quarters shall have become available, the Parent may elect, in its sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for the purposes of such ratios, tests or baskets;

(B) except as contemplated in sub-paragraph (A), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence, issuance or assumption of Indebtedness, Disqualified Stock or Preferred Stock and the use of proceeds thereof, the incurrence or assumption of Liens, repayments, Restricted Payments, the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, and Asset Sales or any disposition, issuance or other transactions excluded from the definition of “Asset Sale”); and

(C) Consolidated Interest Expense for the purposes of the Fixed Charge Coverage Ratio will be calculated using an assumed interest rate based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Parent in good faith.

(b) For the avoidance of doubt, if the Parent has made an LCT Election:

(i) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been

65

exceeded or otherwise failed to have been complied with as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in EBITDA or total assets of the Parent or the Person subject to such Limited Condition Transaction at or prior to the consummation of the relevant transaction or action, such baskets, tests or ratios will not be deemed to have been exceeded or failed to have been complied with as a result of such fluctuations; provided that if such ratios, tests or baskets improve as a result of such fluctuations, such ratios, tests and/or baskets may be utilised;

(ii) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or an Event of Default), such requirements and conditions will not be deemed to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and

(iii) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement, the date of notice or offer or date for redemption, purchase or repayment specified in a notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction and any actions or transactions related thereto.

(b) In connection with any action being taken in connection with a Limited Condition Transaction, for the purposes of determining compliance with any provision of this Agreement which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Parent, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date of the definitive agreement, the date of notice or offer or date for redemption, purchase or repayment for such Limited Condition Transaction, as applicable. For the avoidance of doubt, if the Parent has exercised an LCT Election, and any Default, Event of Default or specified Event of Default occurs following the date the definitive agreements (or, if applicable, the date of delivery of a notice, declaration or making of a Restricted Payment or similar event) for the applicable Limited Condition Transaction were entered into and prior to the consummation of such Limited Condition Transaction, any such Default, Event of Default or specified Event of Default shall be deemed to not have occurred or be continuing for the purposes of determining whether any action being taken in connection with such Limited Condition Transaction is permitted under this Agreement.

1.5 Currency symbols and definitions

(a) “£”, “GBP” and “sterling” denote the lawful currency of the United Kingdom. “€”, “EUR” and “euro” denote the single currency of the Participating Member States. “$”, “USD” and

66

“US dollars” denote the lawful currency of the United States of America. “CAD” denotes the lawful currency of Canada.

(b) Any amounts stated in US dollars shall also be a reference to its equivalent amount in other currencies (if applicable).

1.6 Third party rights

(a) Unless expressly provided to the contrary, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or enjoy the benefit of any term of this Agreement.

(b) Notwithstanding any term of any Finance Document, the consent of any person which is not a Party is not required to amend, rescind or vary this Agreement at any time.

1.7 Intercreditor Agreement

This Agreement is subject to the Intercreditor Agreement. In the event of any inconsistency between this Agreement and the Intercreditor Agreement, the Intercreditor Agreement shall prevail.

1.8 Personal Liability

No director, officer or employee of the Parent, of any other member of the Group or of any of its or their respective Affiliates shall be personally liable for any representation or statement made by it in any Finance Document, certificate or other document required to be delivered under any Finance Document save in the case of fraud in which case liability (if any) will be determined in accordance with applicable law.

1.9 No Shareholder Recourse

No past, present or future member, partner or direct or indirect equityholder of the Parent or any of the Restricted Subsidiaries or of any of their direct or indirect parent companies (other than in such equityholder’s capacity as an Obligor) shall have any liability, for any obligations of the Obligors under the Finance Documents or this Agreement or for any claim based on, in respect of, or by reason of such obligations or their creation.

1.10 Divisions

For all purposes under the Finance Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws):

(a) if any asset, right, obligation or liability of any person becomes the asset, right, obligation or liability of a different person, then it shall be deemed to have been transferred from the original person to the subsequent person; and

(b) if any new person comes into existence, such new person shall be deemed to have been organised on the first date of its existence by the holders of its equity interests at such time.

2. The Facilities

2.1 The Facilities

(a) Subject to the terms of this Agreement, the Lenders make available:

67

(i) a term loan facility in the Base Currency in an aggregate amount equal to the Total Facility B1 Commitments;

(ii) a term loan facility in EUR in an aggregate amount equal to the Total Facility B2 Commitments; and

(iii) a multi-currency revolving credit facility in an aggregate Base Currency Amount equal to the Total Initial Revolving Facility Commitments.

(b) Facility B1 will be available to Paysafe Holdings (US) Corp.

(c) Facility B2 will be available to Paysafe Holdings (US) Corp.

(d) Each Revolving Facility will be available to the Revolving Facility Borrowers.

(e) Each Incremental Facility will be available to the Incremental Facility Borrowers as specified in the applicable Incremental Facility Increase Notice.

(f) Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any of the Revolving Facility Borrowers in place of all or part of its Commitment under a Revolving Facility.

2.2 Increase

(a) The Parent may by giving prior notice to the Agent by no later than the date falling 30 Business Days after the effective date of a cancellation of:

(i) the Available Commitments of a Defaulting Lender in accordance with Clause 11.9 (Right of cancellation in relation to a Defaulting Lender); or

(ii) the Commitments of a Lender in accordance with:

(A) Clause 11.8 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank);

(B) paragraph (a) of Clause 11.8 (Right of cancellation and repayment in relation to a single Lender or Issuing Bank); or

(C) Clause 11.1 (Illegality),

request that the Commitments relating to any Facility be increased (and the Commitments relating to that Facility shall be so increased) in an aggregate amount in the Base Currency of up to the amount of the Available Commitments or Commitments so cancelled as follows:

(I) the increased Commitments will be assumed by one or more Lenders or other banks, financial institutions, trusts, funds or other entities (each an Increase Lender) selected by the Parent (each of which shall not be the Parent or a member of the Group) and each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the increased Commitments which it is to assume, as if it had

68

been an Original Lender (for the avoidance of doubt, no Party shall be obliged to assume the obligations of a Lender pursuant to this Clause 2.2 without the prior consent of that Party);

(II) each of the Obligors and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Obligors and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender;

(III) each Increase Lender shall become a Party as a Lender and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender;

(IV) the Commitments of the other Lenders shall continue in full force and effect; and

(V) any increase in the Commitments relating to a Facility shall take effect on the date specified by the Parent in the notice referred to above or any later date on which the conditions set out in paragraph (b) below are satisfied.

(b) An increase in the Commitments relating to a Facility will only be effective on:

(i) the execution by the Agent of an Increase Confirmation from the relevant Increase Lender; and

(ii) in relation to an Increase Lender which is not a Lender immediately prior to the relevant increase the Agent being satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender, and the Agent shall promptly notify the Parent and the Increase Lender upon being so satisfied.

(c) Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Agent has authority to execute on its behalf any consent, amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective.

(d) The Parent shall within five Business Days after demand pay to the Agent and the Security Agent the amount of all costs and expenses (including legal fees) reasonably incurred by either of them (and/or any Receiver or Delegate) in connection with any increase in Commitments under this Clause 2.2.

(e) If required by the Agent, the Increase Lender shall, on the date upon which the increase takes effect, pay to the Agent (for its own account) a fee in an amount equal to the fee which would be payable under Clause 29.5 (Assignment fee) if the increase was an

69

assignment pursuant to Clause 29.7 (Procedure for assignment) and if the Increase Lender was a New Lender.

(f) The Parent may pay to the Increase Lender a fee in the amount and at the times agreed between the Parent and the Increase Lender in a Fee Letter.

(g) Clause 29.6 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this Clause 2.2 in relation to an Increase Lender as if references in that Clause to:

(i) an Existing Lender were references to all the Lenders immediately prior to the relevant increase;