AMENDMENT AND RESTATEMENT AGREEMENT

AMENDMENT AND RESTATEMENT AGREEMENT, dated as of October 14, 2016 (this “Restatement Agreement”), among vantiv, LLC, a Delaware limited liability company (the “Borrower”), vantiv Holding, LLC, a Delaware limited liability company (“Holdco”), the other Loan Parties (as defined in the Original Credit Agreement referred to below), JPMorgan Chase Bank, N.A., as administrative agent under the Original Credit Agreement (in such capacity, the “Administrative Agent”), the L/C Issuer, the Swing Line Lender, certain Lenders party to the Original Credit Agreement (as defined therein) and the New Lenders (as defined below).

WHEREAS, pursuant to the Amended and Restated Loan Agreement, dated as of June 13, 2014 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Original Credit Agreement”), by and among the Borrower, the financial institutions from time to time party thereto (the “Existing Lenders”), the Administrative Agent and the other agents parties thereto, the Existing Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested, and certain Existing Lenders party hereto have agreed, to extend the maturity date of such Existing Lender’s Revolving Credit Commitments and Term A-2 Loans, and otherwise modify the terms of such Revolving Credit Commitments and Term A-2 Loans, on and subject to the terms and conditions set forth in this Restatement Agreement;

WHEREAS, the Borrower has requested, and certain Existing Lenders party hereto and the New Lenders have agreed to provide, certain New Loan Commitments (as defined below), on and subject to the terms and conditions set forth in this Restatement Agreement; and

WHEREAS, the Borrower has requested, and the Administrative Agent, the Existing Lenders party hereto and the New Lenders have agreed, to amend the Original Credit Agreement as provided herein, on and subject to the terms and conditions set forth in this Restatement Agreement and the Restated Credit Agreement referred to below.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the parties hereto agree as follows:

Section 1.    Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Original Credit Agreement or the Restated Credit Agreement, as the context may require.

Section 2.    New Revolving Credit Commitments.

WHEREAS, pursuant to Section 2.15 of the Original Credit Agreement, the Borrower hereby makes an Extension Offer to each Existing Lender with a Revolving Credit Commitment and Revolving Exposure immediately prior to the Restatement Effective Date (as defined below) (each, an “Existing Revolving Lender”; such existing Revolving Credit Commitment held by it, its “Existing Revolving Credit Commitment”; and such related Revolving Exposure, such Existing Revolving Lender’s “Existing Revolving Exposure”), and each Existing Revolving Lender that has executed and delivered a signature page to this Restatement Agreement as an “Extending Revolving Lender” (an “Extending Revolving Lender Addendum”) hereby agrees, to extend the maturity date of all of each such Existing Revolving Lender’s Existing Revolving Credit Commitments (or such lesser amount as set forth opposite such Extending Revolving Lender’s name

on Schedule 1 attached hereto) to the date that is the five-year anniversary of the Restatement Effective Date (with a concurrent extension of all related Existing Revolving Exposure with respect to such Existing Revolving Credit Commitments), and otherwise modify the terms of such extended Existing Revolving Credit Commitments (and such related Existing Revolving Exposure), as a new tranche of Revolving Credit Commitments (and related Revolving Exposure), in each case on and subject to the terms and conditions set forth in this Restatement Agreement (such extended and modified tranche of Revolving Credit Commitments, the “Extended Revolving Credit Commitments”; the related Revolving Exposure, the “Extended Revolving Exposure”; and such Lenders, collectively, the “Extending Revolving Lenders”); and

WHEREAS, pursuant to Section 2.14 of the Original Credit Agreement, the Borrower hereby notifies the Administrative Agent that the Borrower hereby requests to effect, and each Person (other than an Extending Revolving Lender in its capacity as such) that has executed and delivered a signature page to this Restatement Agreement as an “Increase Revolving Lender” (an “Increase Revolving Lender Addendum”; each such Person, an “Increase Revolving Lender”; and the Increase Revolving Lenders, collectively with the Extending Revolving Lenders, the “New Revolving Lenders”) hereby agrees to provide, a Revolving Credit Commitment Increase on the Restatement Effective Date in the amount set forth opposite such Increase Revolving Lender’s name on Schedule 1 attached hereto (each such commitment, an “Increase Revolving Credit Commitment”; the related Revolving Exposure, the “Increase Revolving Exposure”; the Increase Revolving Credit Commitments, collectively with the Extended Revolving Credit Commitments, the “New Revolving Credit Commitments”; and the related Increase Revolving Exposure, collectively with the Extended Revolving Exposure, the “New Revolving Exposure”), as an aggregate increase of $225 million in the new tranche of Extended Revolving Credit Commitments (such new tranche of Extended Revolving Credit Commitments and Increase Revolving Credit Commitments, the “New Revolving Facility”), in each case on and subject to the terms and conditions set forth in this Restatement Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the Borrower, the Extending Revolving Lenders and the Increase Revolving Lenders agree as follows (with each of the following provisions to be effected on the Restatement Effective Date, immediately prior to the transactions contemplated by Section 6 below and substantially contemporaneously with the transactions contemplated by Sections 3 and 4 below):

(a)    Effective as of the Restatement Effective Date, (i) pursuant to Section 2.15 of the Original Credit Agreement, each Extending Revolving Lender agrees to extend all of its Existing Revolving Credit Commitments (and related Existing Revolving Exposure) (or such lesser amount as set forth opposite such Extending Revolving Lender’s name on Schedule 1 attached hereto) as New Revolving Credit Commitments (and New Revolving Exposure) on the Restatement Effective Date in a principal amount equal to its Existing Revolving Credit Commitments (and related Existing Revolving Exposure) (or such lesser amount as set forth opposite such Extending Revolving Lender’s name on Schedule 1 attached hereto) so extended and (ii) pursuant to Section 2.14 of the Original Credit Agreement, each Increase Revolving Lender agrees to provide a New Revolving Credit Commitment to the Borrower on the Restatement Effective Date in a principal amount equal to its Increase Revolving Credit Commitment as set forth opposite such Increase Revolving Lender’s name on Schedule 1 attached hereto (and to provide its related New Revolving Exposure), in each case on and subject to the terms and conditions set forth in this Restatement Agreement, and in each case under clauses (i) and (ii) of this clause (a), (A) the Revolving Loans made and other Revolving Exposure extended in respect of the Extended Revolving Credit Commitments and the Increase Revolving Credit Commitments shall constitute the same Class of Revolving Loans and Revolving Exposure and (B) such Extended Revolving Credit Commitments and Increase Revolving Credit Commitments shall constitute the same Class of Revolving Credit Commitments and be a part of the New Revolving Facility.

(b)    Each Increase Revolving Lender will make any new Revolving Loans (or fund participating interests with respect to any new Letters of Credit) requested to be made by the Borrower on the Restatement Effective Date in accordance with Section 2.5 (or Section 2.3 with respect to Letters of Credit) of the Original Credit Agreement in the amount of its Revolver Percentage of the New Revolving Credit Commitments by making such amounts available to the Administrative Agent, in the manner contemplated by Section 2.5 (or Section 2.3) of the Original Credit Agreement. The commitments of the Increase Revolving Lenders and the extension undertakings of the Extending Revolving Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to provide (including by extension) its New Revolving Credit Commitment (or related New Revolving Exposure). Any new Revolving Loans made in respect of the New Revolving Credit Commitments may from time to time be Base Rate Loans or Eurodollar Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Section 2.5 of the Original Credit Agreement. On the Restatement Effective Date, the assignments, assumptions and purchases provided for in Section 2.14(d)(i) of the Original Credit Agreement shall be effected.

(c)    Notwithstanding anything herein or in the Restated Credit Agreement to the contrary, (i) on the Restatement Effective Date, (A) the Borrower shall pay (x) all accrued and unpaid interest with respect to any loans under the Extended Revolving Credit Commitments and (y) all accrued and unpaid commitments fees with respect to the Extended Revolving Credit Commitments, in each case outstanding immediately prior to such date and such loans, if any, shall be automatically converted to new Eurodollar Loans having an Interest Period ending November 15, 2016 and (B) any new Revolving Loans made on the Restatement Effective Date shall initially be made as Eurodollar Loans having an Interest Period ending November 15, 2016 and (ii) the Extending Revolving Lenders hereby waive (A) the notice requirements of Section 2.5 of the Original Credit Agreement with respect to the conversion of the interest rate applicable to loans under the Extended Revolving Credit Commitments and the Borrowing of any new Revolving Loans on the Restatement Effective Date and (B) any indemnity claim for LIBOR breakage costs under Section 8.1(a) of the Original Credit Agreement in connection with the repayment of interest and the conversion to a new Interest Period on the Restatement Effective Date as described above.

(d)    The Borrower, each Extending Revolving Lender and the Administrative Agent hereby agree that this Restatement Agreement constitutes an Extension Offer (and the Borrower’s notice to the Administrative Agent in respect thereof) with respect to the Existing Revolving Credit Commitments (and related Existing Revolving Exposure) for purposes of Section 2.15 of the Original Credit Agreement. Each of the L/C Issuer and the Swing Line Lender hereby consents to the Extension effected pursuant to this Section 2 and the Administrative Agent waives any requirement for any additional notice period in respect thereof under Section 2.15(d) of the Original Credit Agreement.

(e)    The Borrower, each Increase Revolving Lender and the Administrative Agent hereby agree that this Restatement Agreement constitutes an Incremental Amendment (and the Borrower’s notice to the Administrative Agent in respect thereof) with respect to the Increase Revolving Credit Commitments for purposes of Section 2.14 of the Original Credit Agreement. Each of the Administrative Agent, the L/C Issuer and the Swing Line Lender hereby consents to each Increase Revolving Lender’s providing its Increase Revolving Credit Commitment (and related Increase Revolving Exposure).

(f)    On the Restatement Effective Date, for purposes of effecting the transactions contemplated by this Section 2, the Original Credit Agreement shall be amended to give effect to the modifications thereto establishing or specifically relating to the New Revolving Credit Commitments (and related New Revolving Exposure) that are reflected in the form of Amended and Restated Loan Agreement set forth as Exhibit A hereto (but not the other modifications reflected in such Exhibit A).

Section 3.    New Term A-3 Loans.

WHEREAS, pursuant to Section 2.15 of the Original Credit Agreement, the Borrower hereby makes an Extension Offer to each Existing Lender with a Term A-2 Loan outstanding immediately prior to the Restatement Effective Date (each, an “Existing Term A Lender”; such existing Term A-2 Loans held by it, its “Existing Term A Loans”), and each Existing Term A Lender that has executed and delivered a signature page to this Restatement Agreement as an “Extending Term A-3 Lender” (an “Extending Term A-3 Lender Addendum”) hereby agrees, to extend the maturity date of all of each such Existing Term A Lender’s Existing Term A Loans (or such lesser amount as set forth opposite such Existing Term A Lender’s name on Schedule 1 attached hereto) to the date that is the five-year anniversary of the Restatement Effective Date, and otherwise modify the terms of such extended Existing Term A Loans, as a new tranche of Term Loans, in each case on and subject to the terms and conditions set forth in this Restatement Agreement (such extended and modified tranche of Term Loans, the “Extended Term A-3 Loans”; such Lenders, collectively, the “Extending Term A-3 Lenders”; and the Extending Term A-3 Lenders, collectively with the Extending Revolving Lenders, the “Extending Lenders”); and

WHEREAS, pursuant to Section 2.14 of the Original Credit Agreement, the Borrower hereby notifies the Administrative Agent that the Borrower hereby requests to effect, and each Person (other than an Extending Term A-3 Lender in its capacity as such) that has executed and delivered a signature page to this Restatement Agreement as an “Increase Term A-3 Lender” (an “Increase Term A-3 Lender Addendum”; each such Person, an “Increase Term A-3 Lender”; and the Increase Term A-3 Lenders, collectively with the Extending Term A-3 Lenders, the “Term A-3 Lenders”) hereby agrees to provide (whether by funding such Increase Term A-3 Loans (as defined below) or pursuant to a Term B to Term A-3 Conversion (as defined below) of Existing Term B Loans (as defined below) held by it), a Term Commitment Increase on the Restatement Effective Date in a principal amount equal to such Person’s commitment to provide Increase Term A-3 Loans (as defined below) as set forth opposite such Increase Term A-3 Lender’s name on Schedule 1 attached hereto (each such commitment, an “Increase Term A-3 Loan Commitment”; the loans made (including pursuant to Term B to Term A-3 Conversions) in respect of the Increase Term A-3 Loan Commitments, the “Increase Term A-3 Loans”; and the Increase Term A-3 Loans, collectively with the Extended Term A-3 Loans, the “Term A-3 Loans”), as an aggregate increase of $650 million in aggregate principal amount of the new tranche of Extended Term A-3 Loans (such new tranche of Extended Term A-3 Loans and Increase Term A-3 Loans, the “Term A-3 Facility”), in each case on and subject to the terms and conditions set forth in this Restatement Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the Borrower, the Extending Term A-3 Lenders and the Increase Term A-3 Lenders agree as follows (with each of the following provisions to be effected on the Restatement Effective Date, immediately prior to the transactions contemplated by Section 6 below and substantially contemporaneously with the transactions contemplated by Section 2 above and Section 4 below):

(a)    Effective as of the Restatement Effective Date, (i) pursuant to Section 2.15 of the Original Credit Agreement, each Extending Term A-3 Lender agrees to extend all of its Existing Term A Loans as Term A-3 Loans (or such lesser amount as set forth opposite such Extending Term A-3 Lender’s name on Schedule 1 attached hereto) on the Restatement Effective Date in a principal amount equal to its Existing Term A Loans (or such lesser amount as set forth opposite such Extending Term A-3 Lender’s name on Schedule 1 attached hereto) and (ii) pursuant to Section 2.14 of the Original Credit Agreement, each Increase Term A-3 Lender agrees to make Term A-3 Loans to the Borrower on the Restatement Effective Date in a principal amount equal to its Increase Term A-3 Loan Commitment as set forth opposite such Increase Term A-3 Lender’s name on Schedule 1 attached hereto (whether by funding such Increase Term A-3 Loans or

pursuant to a Term B to Term A-3 Conversion of Existing Term B Loans held by it), in each case on and subject to the terms and conditions set forth in this Restatement Agreement, and in each case under clauses (i) and (ii) of this clause (a), the Extended Term A-3 Loans and the Increase Term A-3 Loans shall constitute the same Class of Term A-3 Loans and be a part of the Term A-3 Facility.

(b)     Each Increase Term A-3 Lender will make its Term A-3 Loans to the Borrower on the Restatement Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.5 of the Original Credit Agreement, and/or by Term B to Term A-3 Conversion of Existing Term B Loans held by it in accordance with Section 3(c) below, an amount equal to its Increase Term A-3 Loan Commitment. The commitments of the Increase Term A-3 Lenders and the extension undertakings of the Extending Term A-3 Lenders are several, and no such Lender will be responsible for any other such Lender’s failure to provide (including by extension or by Term B to Term A-3 Conversion) its Term A-3 Loan. The Term A-3 Loans may from time to time be Base Rate Loans or Eurodollar Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Section 2.5 of the Original Credit Agreement.

(c)    If any Increase Term A-3 Lender holds any Existing Term B Loans, such Increase Term A-3 Lender may elect by notice to the Administrative Agent pursuant to procedures specified by the Administrative Agent to satisfy all (or, if the aggregate principal amount of such Increase Term A-3 Lender’s Increase Term A-3 Loan Commitment exceeds the aggregate principal amount of Existing Term B Loans held by it immediately prior to the Restatement Effective Date (and not converted into New Term B Loans), a portion equal to the entire aggregate principal amount of Existing Term B Loans so held by it (and not converted into New Term B Loans) of its Term A-3 Loan Commitment by converting, subject to the limitations set forth in the following proviso and pursuant to procedures determined by the Administrative Agent, an aggregate principal amount of its Existing Term B Loans (excluding Existing Term B Loans converted into New Term B Loans) into Term A-3 Loans of the same principal amount as the aggregate amount of Existing Term B Loans so converted (each, a “Term B to Term A-3 Conversion”; each Increase Term A-3 Lender electing to make a Term B to Term A-3 Conversion, a “Term B to Term A-3 Converting Lender”; and the Existing Term B Loans so converted, the “Term B to Term A-3 Converted Term Loans”); provided, however, that (i) in no event shall the aggregate principal amount of Existing Term B Loans converted by any Increase Term A-3 Lender into Term A-3 Loans exceed the Increase Term A-3 Loan Commitment set forth opposite such Increase Term A-3 Lender’s name on Schedule 1 attached hereto and (ii) the aggregate principal amount of any Existing Term B Loans held by any Lender in excess of the amount of such Lender’s Increase Term A-3 Loan Commitment, if any, plus such Lender’s New Term B Loans to be funded pursuant to a Term B to New Term B Conversion, if any, shall be prepaid on the Restatement Effective Date in accordance with Section 4(d) below. For purposes of this Restatement Agreement, the Original Credit Agreement and the Restated Credit Agreement, each Term B to Term A-3 Converting Lender’s Term B to Term A-3 Converted Term Loans shall be deemed to have been repaid with the proceeds of such Term B to Term A-3 Converting Lender’s Increase Term A-3 Loans into which they are converted; provided that the Borrower shall pay to each Term B to Term A-3 Converting Lender on the Restatement Effective Date an amount in cash equal to all accrued and unpaid interest on its Term B to Term A-3 Converted Term Loans as of the Restatement Effective Date. On the Restatement Effective Date, each Term B to Term A-3 Converting Lender will be deemed (pursuant to a Term B to Term A-3 Conversion of the Existing Term B Loans held by it) to have made Increase Term A-3 Loans in the amount of its Term B to Term A-3 Converted Term Loans, and each Increase Term A-3 Lender will make Increase Term A-3 Loans by funding its Increase Term A-3 Loan Commitment in cash in the amount, if any, by which such Increase Term A-3 Loan Commitment exceeds the aggregate amount of its Term B to Term A-3 Converted Term Loans.

(d)    Notwithstanding anything herein or in the Restated Credit Agreement to the contrary, (i) on the Restatement Effective Date, (A) the Borrower shall pay all accrued and unpaid interest with respect to the Existing Term A Loans outstanding immediately prior to such date that will become Extended Term A-3 Loans on such date, (B) all Extended Term A-3 Loans outstanding as of such date shall be automatically converted to new Eurodollar Loans having an Interest Period ending November 15, 2016, and (C) all Increase Term A-3 Loans made on the Restatement Effective Date shall initially be made as Eurodollar Loans having an Interest Period ending November 15, 2016, and (ii) the Extending Term A-3 Lenders hereby waive (A) the notice requirements of Section 2.5 of the Original Credit Agreement with respect to the conversion of the interest rate applicable to the Extended Term A-3 Loans and the Borrowing of the Increase Term A-3 Loans on the Restatement Effective Date and (B) any indemnity claim for LIBOR breakage costs under Section 8.1(a) of the Original Credit Agreement in connection with the repayment of interest and the conversion to a new Interest Period on the Restatement Effective Date as described above.

(e)    The Borrower, each Extending Term A-3 Lender and the Administrative Agent hereby agree that this Restatement Agreement constitutes an Extension Offer (and the Borrower’s notice to the Administrative Agent in respect thereof) with respect to the Existing Term A Loans for purposes of Section 2.15 of the Original Credit Agreement. The Administrative Agent waives any requirement for any additional notice period in respect of the Extension effected pursuant to this Section 3 under Section 2.15(d) of the Original Credit Agreement.

(f)    The Borrower, each Increase Term A-3 Lender and the Administrative Agent hereby agree that this Restatement Agreement constitutes an Incremental Amendment (and the Borrower’s notice to the Administrative Agent in respect thereof) with respect to the Increase Term A-3 Loan Commitments for purposes of Section 2.14 of the Original Credit Agreement. The Administrative Agent hereby consents to each Increase Term A-3 Lender’s making its Increase Term A-3 Loans. Each Term B to Term A-3 Converting Lender hereby waives any indemnity claim for LIBOR breakage costs under Section 8.1(a) of the Original Credit Agreement in connection with its Term B to Term A-3 Conversion.

(g)    On the Restatement Effective Date, immediately following the making (including by extension of an Existing Term A Loan as a Term A-3 Loan or by a Term B to Term A-3 Conversion) of the Term A-3 Loans, the Borrower shall prepay in full the aggregate principal amount of all Existing Term A Loans (for the avoidance of doubt, excluding any Existing Term A Loans extended as Extended Term A-3 Loans), together with all accrued and unpaid interest thereon. The Lenders party hereto hereby waive any minimum notice requirements under the Original Credit Agreement or the Restated Credit Agreement in respect of such prepayment. Each Lender hereby waives any indemnity claim for LIBOR breakage costs under Section 8.1(a) of the Original Credit Agreement in connection with any prepayment of its Existing Term A Loans.

(h)    On the Restatement Effective Date, for purposes of effecting the transactions contemplated by this Section 3, the Original Credit Agreement shall be amended to give effect to the modifications thereto establishing or specifically relating to the Term A-3 Loans (including the Extension contemplated hereby, the Term B to Term A-3 Conversions and the Increase Term A-3 Commitments) that are reflected in the form of Amended and Restated Loan Agreement set forth as Exhibit A hereto (but not the other modifications reflected in such Exhibit A).

Section 4.    New Term B Loans.

WHEREAS, pursuant to Section 10.11(d)(i) of the Original Credit Agreement, the Borrower hereby requests the establishment of, and each Person that has executed and delivered a signature page to this Restatement Agreement as a “New Term B Lender” (a “New Term B Lender Addendum”; each such

Person, a “New Term B Lender”; and the New Term B Lenders, collectively with the Increase Revolving Lenders and the Increase Term A-3 Lenders, the “New Lenders”) hereby agrees to provide, Replacement Term Loans to the Borrower on the Restatement Effective Date (whether by funding such Replacement Term Loans or pursuant to a Term B to New Term B Conversion (as defined below) of Existing Term B Loans (as defined below) held by it) in a principal amount equal to such Person’s commitment to provide New Term B Loans (as defined below) as set forth opposite such New Term B Lender’s name on Schedule 1 attached hereto (each such commitment, a “New Term B Loan Commitment”; the loans made (including pursuant to Term B to New Term B Conversions) in respect of the New Term B Loan Commitments, the “New Term B Loans”; and the New Term B Loan Commitments, collectively with the Increase Revolving Credit Commitments and the Increase Term A-3 Loan Commitments, the “New Loan Commitments”), as a new term loan B facility in an aggregate principal amount of $765 million (the “Term B Facility Amount”) and having the other terms set forth in the Restated Credit Agreement (such new term loan B facility, the “New Term B Loan Facility”), which New Term B Loans shall be applied (including by way of Term B to New Term B Conversion) to refinance and replace Existing Term B Loans on the Restatement Effective Date in an aggregate principal amount equal to the aggregate principal amount of the New Term B Loans, in each case on and subject to the terms and conditions set forth in this Restatement Agreement; and

WHEREAS, pursuant to Section 2.8(a)(i) of the Original Credit Agreement, the Borrower has notified the Administrative Agent that the Borrower intends to prepay in full on the Restatement Effective Date all existing Term B Loans outstanding immediately prior to the Restatement Effective Date (the “Existing Term B Loans”) that do not constitute Term B to New Term B Converted Term Loans (as defined below) or Term B to Term A-3 Term Loans on the Restatement Effective Date, together with all accrued and unpaid interest thereon to the Restatement Effective Date.

NOW THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, the Borrower, the Administrative Agent and the New Term B Lenders agree as follows (with each of the following provisions to be effected on the Restatement Effective Date, immediately prior to the transactions contemplated by Section 6 below and substantially contemporaneously with the transactions contemplated by Sections 2 and 3 above):

(a)    Effective as of the Restatement Effective Date, pursuant to Section 10.11(d) of the Original Credit Agreement, each New Term B Lender agrees to make (whether by funding such New Term B Loans or pursuant to a Term B to New Term B Conversion of Existing Term B Loans held by it) New Term B Loans to the Borrower on the Restatement Effective Date in a principal amount equal to its New Term B Loan Commitment as set forth opposite such New Term B Lender’s name on Schedule 1 attached hereto, in each case on and subject to the terms and conditions set forth in this Restatement Agreement.

(b)     Each New Term B Lender will make its New Term B Loans on the Restatement Effective Date by making available to the Administrative Agent, in the manner contemplated by Section 2.5 of the Original Credit Agreement, and/or by Term B to New Term B Conversion of Existing Term B Loans held by it in accordance with Section 4(c) below, an amount equal to its New Term B Loan Commitment. The commitments of each New Term B Lender are several, and no such Lender will be responsible for any other such Lender’s failure to provide (including by Term B to New Term B Conversion) its New Term B Loans. The New Term B Loans may from time to time be Base Rate Loans or Eurodollar Loans, as determined by the Borrower and notified to the Administrative Agent as contemplated by Section 2.5 of the Original Credit Agreement; provided that, notwithstanding anything herein or in the Restated Credit Agreement to the contrary, all New Term B Loans made on the Restatement Effective Date shall initially be made as Eurodollar Loans having an Interest Period ending November 15, 2016. The Administrative Agent hereby consents

to each New Term B Lender’s making its New Term B Loans as Replacement Term Loans pursuant to Section 10.11(d)(i) of the Original Credit Agreement.

(c)    If any New Term B Lender holds any Existing Term B Loans, such New Term B Lender may elect by notice to the Administrative Agent pursuant to procedures specified by the Administrative Agent to satisfy all (or, if the aggregate principal amount of such New Term B Lender’s New Term B Loan Commitment exceeds the aggregate principal amount of Existing Term B Loans held by it immediately prior to the Restatement Effective Date (and not converted into Term A-3 Loans), a portion equal to the entire aggregate principal amount of Existing Term B Loans so held by it (and not converted into Term A-3 Loans)) of its New Term B Loan Commitment by converting, subject to the limitations set forth in the following proviso and pursuant to procedures determined by the Administrative Agent, an aggregate principal amount of its Existing Term B Loans (excluding Existing Term B Loans converted into Increase Term A-3 Loans) into New Term B Loans of the same principal amount as the aggregate amount of Existing Term B Loans so converted (each, a “Term B to New Term B Conversion”; each New Term B Lender electing to make a Term B to New Term B Conversion, a “Term B to New Term B Converting Lender”; and the Existing Term B Loans so converted, the “Term B to New Term B Converted Term Loans”); provided, however, that (i) in no event shall the aggregate principal amount of Existing Term B Loans converted by any New Term B Lender exceed the New Term B Loan Commitment set forth opposite such New Term B Lender’s name on Schedule 1 attached hereto plus such Lender’s Increase Term A-3 Loans to be funded pursuant to a Term B to Term A-3 Conversion and (ii) the aggregate principal amount of any Existing Term B Loans held by any Lender in excess of the amount of the New Term B Loan Commitment, if any, of such Lender plus such Lender’s Increase Term A-3 Loans to be funded pursuant to a Term B to Term A-3 Conversion, if any, shall be prepaid on the Restatement Effective Date in accordance with Section 4(d) below. For purposes of this Restatement Agreement, the Original Credit Agreement and the Restated Credit Agreement, each Term B to New Term B Converting Lender’s Term B to New Term B Converted Term Loans shall be deemed to have been repaid with the proceeds of such Term B to New Term B Converting Lender’s New Term B Loans into which they are converted; provided that the Borrower shall pay to each Term B to New Term B Converting Lender on the Restatement Effective Date an amount in cash equal to all accrued and unpaid interest on its Term B to New Term B Converted Term Loans as of the Restatement Effective Date. On the Restatement Effective Date, each Term B to New Term B Converting Lender will be deemed (pursuant to a Term B to New Term B Conversion of the Existing Term B Loans held by it) to have made New Term B Loans in the amount of its Term B to New Term B Converted Term Loans, and each New Term B Lender will make New Term B Loans by funding its New Term B Loan Commitment in cash in the amount, if any, by which such New Term B Loan Commitment exceeds the aggregate amount of its Term B to New Term B Converted Term Loans.

(d)    On the Restatement Effective Date, immediately following the making (including by a Term B to Term A-3 Conversion) of the Term A-3 Loans and the making (including by a Term B to New Term B Conversion) of the New Term B Loans, the Borrower shall prepay in full the aggregate principal amount of all Existing Term B Loans (for the avoidance of doubt, excluding any Existing Term B Loans constituting Term B to New Term B Converted Term Loans or Term B to Term A-3 Converted Term Loans), together with all accrued and unpaid interest thereon. The Lenders party hereto hereby waive any minimum notice requirements under the Original Credit Agreement or the Restated Credit Agreement in respect of such prepayment. Each New Term B Lender hereby waives any indemnity claim for LIBOR breakage costs under Section 8.1(a) of the Original Credit Agreement in connection with the prepayment of its Existing Term B Loans or any Term B to New Term B Conversion thereof.

(e)    On the Restatement Effective Date, for purposes of effecting the transactions contemplated by this Section 4, the Original Credit Agreement shall be amended to give effect to the modifications thereto

establishing or specifically relating to the New Term B Loans (including the Term B to New Term B Conversions contemplated hereby and the New Term B Loan Commitments) that are reflected in the form of Amended and Restated Loan Agreement set forth as Exhibit A hereto (but not the other modifications reflected in such Exhibit A). For purposes of the Restated Credit Agreement, all references to the “Term B Facility”, the “Term B Lenders”, the “Term B Loans” and the “Term B Loan Commitments” shall be deemed to refer to the New Term B Loan Facility, the New Term B Lenders, the New Term B Loans and the New Term B Loan Commitments, as the case may be, in each case as defined in this Restatement Agreement.

Section 5.    [Reserved.]

Section 6.    Amendment and Restatement of the Original Credit Agreement. Effective as of the Restatement Effective Date, immediately following the completion of the transactions set forth in Sections 2, 3 and 4 above:

(a)    the Original Credit Agreement, as previously amended pursuant to Sections 2, 3 and 4 above, is hereby amended and restated in its entirety in the form of the Second Amended and Restated Loan Agreement set forth as Exhibit A hereto: (i) by deleting each term thereof which is reflected in strike-through font and (ii) by inserting each term thereof which is reflected in double-underlined font, in each case in the place where such term appears therein (the Original Credit Agreement as so amended and restated is referred to herein as the “Restated Credit Agreement”);

(b)    all exhibits to the Original Credit Agreement, in the forms thereof immediately prior to the Restatement Effective Date, will continue to be exhibits to the Restated Credit Agreement, except Exhibits B, C, D-1, D-2, D-3, D-4, D-5, E, F, G, H-1, H-2 and H-3, which shall be amended and restated in the form attached hereto as Exhibits B, C, D-1, D-2, D-3, D-4, E, F, G, H-1, H-2 and H-3;

(c)    all schedules to the Original Credit Agreement shall be amended and restated in the form attached hereto; and

(d)    the parties hereto acknowledge and agree that the Increase Revolving Credit Commitments and Increase Term A-3 Loans effected hereby shall not reduce the amount available to the Borrower under the Fixed Dollar Incremental Amount in accordance with the terms and conditions of Section 2.14 of the Restated Credit Agreement, which amount shall be preserved and available for use by the Borrower after the Restatement Effective Date.

Section 7.    Effectiveness. This Restatement Agreement shall become effective (with the amendments to the Original Credit Agreement and the other transactions provided for in Sections 2, 3, 4 and 6 becoming effective and being completed in the sequence provided for in such Sections) on the date (the “Restatement Effective Date”) upon which:

(a)    the Administrative Agent shall have received counterparts of this Restatement Agreement signed by the Borrower, each of the other Loan Parties, the New Lenders, each Existing Lender constituting an Extending Lender, each Existing Lender providing a New Loan Commitment and Existing Lenders and New Lenders constituting the Required Lenders (determined after giving effect to the transactions set forth in Sections 2, 3 and 4);

(b)    (i) no Default or Event of Default shall have occurred and be continuing or would exist after giving effect to any of the transactions contemplated hereby (and no Default or Event of Default shall have occurred and be continuing at the time this Restatement Agreement was delivered to the Existing Revolving

Lenders and the Existing Term A Lenders as an Extension Offer) and (ii) each of the representations and warranties set forth in the Restated Credit Agreement and in the other Loan Documents shall be and remain true and correct in all material respects (or in all respects, if qualified by a materiality threshold) as of the Restatement Effective Date, except to the extent the same expressly relate to an earlier date;

(c)    the Borrower shall be in compliance, on a Pro Forma Basis, with the financial covenants set forth in Section 6.22 of the Original Credit Agreement, recomputed as of the last day of the most recently ended fiscal quarter for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b) of the Original Credit Agreement and assuming the Increase Revolving Credit Commitments have been drawn in full;

(d)    the Senior Secured Leverage Ratio shall not exceed 4.85:1.00, determined on a Pro Forma Basis after giving effect to the Increase Revolving Credit Commitments and the Increase Term A-3 Loans (and assuming the Increase Revolving Credit Commitments have been drawn in full) and any related transaction as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b) of the Original Credit Agreement;

(e)    the Borrower shall have delivered to the Administrative Agent a certificate of a financial officer certifying to the effect set forth in clauses (b), (c) and (d) above, together with reasonably detailed calculations demonstrating compliance with clauses (c) and (d) above;

(f)    the Administrative Agent shall have received each of the following, each of which shall be originals or facsimiles (or delivered by other electronic transmission, including “.pdf”) unless otherwise specified:

(g)    the Administrative Agent shall have received, no later than 3 Business Days in advance of the Restatement Effective Date (or such later date as agreed by the Administrative Agent) all documentation and other information about the Loan Parties as shall have been reasonably requested in writing at least ten (10) Business Days prior to the Restatement Effective Date by the Lenders through the Administrative Agent that is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act;

(h)    substantially concurrently with the occurrence of the Restatement Effective Date, the Borrower shall have prepaid in full (i) the aggregate principal amount of all Existing Term B Loans (for the avoidance of doubt, excluding any Existing Term B Loans constituting Term B to New Term B Converted Term Loans or Term B to Term A-3 Converted Term Loans), together with all accrued and unpaid interest thereon, and (ii) the aggregate principal amount of all Existing Term A Loans (for the avoidance of doubt, excluding any Existing Term A Loans extended as Extended Term A-3 Loans), together with all accrued and unpaid interest thereon;

(i)    the Administrative Agent shall have received payment from the Borrower (i) for the account of each Extending Lender that executed and delivered a counterpart signature page to this Restatement Agreement in the form of an Extending Term A-3 Lender Addendum or an Extending Revolving Lender Addendum, at or prior to 12:00 p.m., New York City time, on October 13, 2016 (the “Consent Deadline”), (A) an extension upfront fee (the “Extension Upfront Fee”) in an amount equal to 0.125% of the aggregate principal amount of Extended Term A-3 Loans and Extended Revolving Credit Commitments of such Lender (in each case, other than Extended Term A-3 Loans and Extended Revolving Credit Commitments of such Lender described in clause (B)) and (B) an assignment upfront fee (the “Assignment Upfront Fee”) in an amount equal to 0.25% of the aggregate principal amount of Existing Term A-2 Loans and Existing Revolving Credit Commitments assigned to such Lender at the request of the Borrower or the Administrative Agent in connection with the transactions contemplated hereby that, in connection with such assignment, become Extended Term A-3 Loans and Extended Revolving Credit Commitments; and (ii) for the account of each New Lender and/or each Existing Lender that executed and delivered a counterpart signature page to this Restatement Agreement in the form of an Increase Term A-3 Lender Addendum or an Increase Revolving Lender Addendum at or prior to the Consent Deadline, an increase upfront fee (the “Increase Upfront Fee” and, collectively with the Extension Upfront Fee and the Assignment Upfront Fee, the “Upfront Fees”) in an amount equal to 0.25% of the aggregate principal amount of Increase Term A-3 Loans and/or Increase Revolving Credit Commitments of such New Lender or such Existing Lender (except in the case

of (x) an Increase Term A-3 Loan funded by converting an Existing Term B Loan and (y) an Increase Revolving Credit Commitment of any Increase Revolving Lender to the extent that such Increase Revolving Credit Commitment corresponds to a decrease in the aggregate principal amount of Existing Term A-2 Loans held by such Lender or its Affiliates after giving effect to the transactions contemplated hereby, in which case such amount shall be 0.125%), which Upfront Fees shall be payable in immediately available funds, in U.S. dollars, and, once paid, be non-refundable;

(j)    the Administrative Agent shall have received all fees, other payments and expenses previously agreed in writing by the Borrower to be due and payable on or prior to the Restatement Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Restatement Effective Date (or such later date as the Borrower may reasonably agree), reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel) required to be reimbursed or paid by any Loan Party under any Loan Document or under any separate written agreements between the Borrower and any of the Arrangers; and

(k)    in the case of each Borrowing to be made on the Restatement Effective Date, the Administrative Agent shall have received the notice required by Section 2.5 of the Restated Credit Agreement (but the Administrative Agent acknowledges that such notice may be delivered no later than two Business Days prior to the Restatement Effective Date notwithstanding the timeframes otherwise provided for in such Section 2.5).

Section 8.    Effect of Restatement Agreement.

(a)    Except as expressly set forth herein or in the Restated Credit Agreement, this Restatement Agreement shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Original Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement or any other provision of the Original Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Original Credit Agreement, the Restated Credit Agreement or any other Loan Document in similar or different circumstances.

(b)    Each Loan Party agrees that (i) all of its obligations, liabilities and indebtedness under any Loan Document to which it is a party, including its guarantee obligations, shall remain in full force and effect on a continuous basis after giving effect to this Restatement Agreement; (ii) all of the Liens and security interests created and arising under such Loan Documents shall remain in full force and effect on a continuous basis, and the perfected status and priority of each such Lien and security interest shall continue in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, after giving effect to this Restatement Agreement as collateral security for its obligations, liabilities and indebtedness under the Restated Credit Agreement and for its guarantees in the other Loan Documents; and (iii) all Obligations under the Loan Documents are payable or guaranteed, as applicable, by each of the Loan Parties in accordance with the Restated Credit Agreement and the other Loan Documents, and each Loan Party unconditionally and irrevocably waives any claim or defense in respect of the Obligations existing on, or arising out of facts occurring at any time on or prior, to the Restatement Effective Date, including, without limitation, any claim or defense based on any right of set-off or counterclaim and hereby ratifies and affirms each and every waiver of claims and defenses granted under the Loan Documents.

(c)    On and after the Restatement Effective Date, each reference in the Original Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Original Credit Agreement in any other Loan Document shall be deemed a reference to the Restated Credit Agreement. This Restatement Agreement shall constitute a “Loan Document” for all purposes of the Restated Credit Agreement and the other Loan Documents.

(d)    The changes to the definition of “Applicable Margin” in Section 1.1 of the Restated Credit Agreement effected pursuant to this Restatement Agreement shall apply and be effective on and after the Restatement Effective Date. The definition of “Applicable Margin” in Section 1.1 of the Original Credit Agreement shall apply and be effective for the period ending on, but not including, the Restatement Effective Date.

Section 9.    General.

(a)    GOVERNING LAW. THIS RESTATEMENT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS RESTATEMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(b)    Counterparts. This Restatement Agreement may be executed by one or more of the parties to this Restatement Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Restatement Agreement by email or facsimile transmission shall be effective as delivery of an original counterpart hereof.

(c)    Headings. The headings of this Restatement Agreement are used for convenience of reference only, are not part of this Restatement Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Restatement Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Restatement Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and year first above written.

held by it in accordance with Section 4(c) of the Restatement Agreement) on the Restatement Effective Date in an aggregate principal amount equal to its New Term B Loan Commitment and (3) that it is executing and delivering this signature page as a “New Term B Lender”.

This Solvency Certificate is being executed and delivered pursuant to Section 7(f)(vi) of that certain Amendment and Restatement Agreement dated as of October 14, 2016 (the “Restatement Agreement”), among vantiv, LLC, a Delaware limited liability company (the “Borrower”), vantiv Holding, LLC, a Delaware limited liability company, the other Loan Parties party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender, and the Lenders party thereto, which amends and restates the First Amended and Restated Loan Agreement in the form of the Second Amended and Restated Loan Agreement attached thereto (such Second Amended and Restated Loan Agreement, as further amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Loan Agreement”; the terms defined in the Loan Agreement being used herein as therein defined).

I, [•], the Chief Financial Officer of the Borrower, in such capacity and not in an individual capacity, hereby certify as follows:

1.    I am the duly elected              of the Borrower;

2.    I have reviewed the terms of the Loan Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Borrower and its Restricted Subsidiaries during the accounting period covered by the attached financial statements;

3.    As of the date hereof, no Default or Event of Default has occurred and is continuing[, except as set forth below];

4.    [The financial statements required by Section 6.1(a) of the Loan

Agreement and being furnished to you concurrently with this Compliance Certificate fairly present in all material respects in accordance with GAAP the financial condition of Vantiv and its Subsidiaries as of the dates indicated and the results of their operations and changes in their cash flows for the periods indicated, subject to normal year-end adjustments and the absence of footnotes]; and

5.    Schedule I hereto sets forth financial data and computations evidencing the Borrower’s compliance with the financial covenants set forth in Section 6.22 of the Loan Agreement, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Loan Agreement.

[6.    Schedule II hereto sets forth financial data and computations evidencing the Borrower’s Excess Cash Flow for, and Senior Secured Leverage Ratio as of the last day of, the completed fiscal year indicated, all of which data and computations are, to the best of my knowledge, true, complete and correct and have been made in accordance with the relevant Sections of the Loan Agreement.]

[7.    Pursuant to Section 4.6 of the Loan Agreement, the following Subsidiaries are hereby designated as new Material Subsidiaries: [•].]  

with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender or L/C Issuer.

This [•], 20[•], [•] (“Debtor”) with its principal place of business and mailing address at [•], for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, assigns, mortgages and pledges as collateral security to JPMorgan Chase Bank, N.A., a national banking association (the “Agent”), with its mailing address at 500 Stanton Christiana Rd., NCC2, Floor 03, Newark, DE ###-###-####, acting as collateral agent hereunder for the Secured Parties as defined in the Security Agreement referred to below, and its successors and assigns, and grants to the Agent for the benefit of the Secured Parties a first priority lien on and security interest in, and acknowledges and agrees that the Agent has and shall continue to have until the earlier of the Termination Date and the Release Date (each as defined in the Loan Agreement referred to in the Security Agreement) for the benefit of the Secured Parties a continuing first priority lien on and security interest in, and right of set-off against, all right, title, and interest of such Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all of the following:

(i)    Each trademark, trademark registration, and trademark application owned by the Debtor that is registered or the subject of a pending application with any United States federal governmental authority, other than to the extent the same constitutes Excluded Property, and all of the goodwill of the business connected with the use of, and symbolized by, each such trademark, trademark registration, and trademark application, including those listed on Schedule A hereto; and

(ii)    All proceeds of the foregoing, including without limitation any claim by Debtor against third parties for damages by reason of past, present or future infringement of any trademark, trademark registration, or trademark application listed on Schedule A hereto or by reason of injury to the goodwill associated with any such trademark, trademark registration, or trademark application, in each case together with the right to sue for and collect said damages;

to secure the prompt and complete payment and performance of all Secured Obligations of Debtor as set out in that certain Amended and Restated Security Agreement, dated as of June 13, 2014, among Debtor, Agent and the other debtors party thereto, as the same may be amended, restated, amended and restated or otherwise modified from time to time (the “Security Agreement”). All capitalized terms used herein without definition have the meanings given to such terms in the Security Agreement.

This [•], 20[•], [•] (“Debtor”) with its principal place of business and mailing address at [•], for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, assigns, mortgages and pledges as collateral security to JPMorgan Chase Bank, N.A., a national banking association (the “Agent”), with its mailing address at 500 Stanton Christiana Rd., NCC2, Floor 03, Newark, DE ###-###-####, acting as collateral agent hereunder for the Secured Parties as defined in the Security Agreement referred to below, and its successors and assigns, and grants to the Agent for the benefit of the Secured Parties a first priority lien on and security interest in, and acknowledges and agrees that the Agent has and shall continue to have until the earlier of the Termination Date and the Release Date (each as defined in the Loan Agreement referred to in the Security Agreement) for the benefit of the Secured Parties a continuing first priority lien on and security interest in, and right of set-off against, all right, title, and interest of such Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all of the following:

(i)    Each patent and patent application owned by the Debtor that is registered or the subject of a pending application with any United States federal governmental authority, other than to the extent the same constitutes Excluded Property, and all of the inventions described and claimed therein and any and all reissues, continuations, continuations-in-part or extensions thereof, including those listed on Schedule A hereto; and

(ii)    All proceeds of the foregoing, including without limitation any claim by Debtor against third parties for damages by reason of past, present or future infringement of any patent or patent application listed on Schedule A hereto, in each case together with the right to sue for and collect said damages;

to secure the prompt and complete payment and performance of all Secured Obligations of Debtor as set out in that certain Amended and Restated Security Agreement, dated as of June 13, 2014, among Debtor, Agent and the other debtors party thereto, as the same may be amended, restated, amended and restated or otherwise modified from time to time (the “Security Agreement”). All capitalized terms used herein without definition have the meanings given to such terms in the Security Agreement.

Debtor does hereby further acknowledge and affirm that the rights and remedies of the Agent with respect to the assignment, mortgage, pledge and security interest in the patents and patent applications made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Patent Security Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.

This Patent Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed by and interpreted in accordance with, the law of the State Of New York.

This [•], 20[•], [•] (“Debtor”) with its principal place of business and mailing address at [•], for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, assigns, mortgages and pledges as collateral security to JPMorgan Chase Bank, N.A., a national banking association (the “Agent”), with its mailing address at 500 Stanton Christiana Rd., NCC2, Newark, DE ###-###-####, acting as collateral agent hereunder for the Secured Parties as defined in the Security Agreement referred to below, and its successors and assigns, and grants to the Agent for the benefit of the Secured Parties a first priority lien on and security interest in, and acknowledges and agrees that the Agent has and shall continue to have until the earlier of the Termination Date and the Release Date (each as defined in the Loan Agreement referred to in the Security Agreement) for the benefit of the Secured Parties a continuing first priority lien on and security interest in, and right of set-off against, all right, title, and interest of such Debtor, whether now owned or existing or hereafter created, acquired or arising, in and to all of the following:

(i)    Each copyright, copyright registration, and copyright application owned by Debtor that is registered or the subject of a pending application with any United States federal governmental authority, other than to the extent the same constitutes Excluded Property, and all of the works of authorship described and claimed therein and any and all renewals, derivative works, enhancements, modifications, new releases and other revisions thereof, including those listed on Schedule A hereto; and

(ii)    All proceeds of the foregoing, including without limitation any claim by Debtor against third parties for damages by reason of past, present or future infringement of any copyright, copyright registration, or copyright application listed on Schedule A hereto, in each case together with the right to sue for and collect said damages;

to secure the prompt and complete payment and performance of all Secured Obligations of Debtor as set out in that certain Amended and Restated Security Agreement, dated as of June 13, 2014, among Debtor, Agent and the other debtors party thereto, as the same may be amended, restated, amended and restated or otherwise modified from time to time (the “Security Agreement”). All capitalized terms used herein without definition have the meanings given to such terms in the Security Agreement.

Debtor does hereby further acknowledge and affirm that the rights and remedies of the Agent with respect to the assignment, mortgage, pledge and security interest in the copyrights, copyright registrations, and copyright applications made and granted hereby are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein. In the event of any conflict between the terms of this Copyright Security Agreement and the terms of the Security Agreement, the terms of the Security Agreement shall govern.

This Copyright Security Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed by and interpreted in accordance with, the law of the State of New York.