FIFTH AMENDMENT TO CREDIT AGREEMENT AND THIRD INCREMENTAL JOINDER

ARTICLE I - REPRICING

1.01 Sterling Tranche C Term Facility.  Subject to the terms and conditions set forth herein and in the Credit Agreement, each Sterling Tranche C Term Lender hereby agrees to make Sterling Tranche C Term Loans to the Repricing Term Loan Borrowers on the Fifth Amendment Effective Date in accordance with Section 2.01(j) of the Credit Agreement in an amount equal to the entire principal amount of the Sterling Tranche C Term Commitments (as defined below) outstanding as of the Fifth Amendment Effective Date (which commitments shall be reduced to zero upon the funding of the Sterling Tranche C Term Loans).  Except as set forth herein, each loan made pursuant to the Sterling Tranche C Term Facility shall be subject to all of the terms and provisions of the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment) pertaining thereto.  The Sterling Tranche C Term Loans shall constitute Obligations and shall have all rights, remedies, protections and collateral security accorded the other Obligations under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).  The Initial Repricing Additional Term Lender and each other Sterling Tranche C Term Lender shall constitute Lenders for all purposes under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).  Each Repricing Term Loan Borrower shall be jointly and severally liable for the Obligations under the Sterling Tranche C Term Facility as a primary obligor in respect thereof.

1.02 Euro Tranche C Term Facility.  Subject to the terms and conditions set forth herein and in the Credit Agreement, each Euro Tranche C Term Lender hereby agrees to make Euro Tranche C Term Loans to the Repricing Term Loan Borrowers on the Fifth Amendment Effective Date in accordance with Section 2.01(k) of the Credit Agreement in an amount equal to the entire principal amount of the Euro Tranche C Term Commitments (as defined below) outstanding as of the Fifth Amendment Effective Date (which commitments shall be reduced to zero upon the funding of the Euro Tranche C Term Loans).  Except as set forth herein, each loan made pursuant to the Euro Tranche C Term Facility shall be subject to all of the terms and provisions of the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment) pertaining thereto.  The Euro Tranche C Term Loans shall constitute Obligations and shall have all rights, remedies, protections and collateral security accorded the other Obligations under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).  The Initial Repricing Additional Term Lender and each other Euro Tranche C Term Lender shall constitute Lenders for all purposes under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).  Each Repricing Term Loan Borrower shall be jointly and severally liable for the Obligations under the Euro Tranche C Term Facility as a primary obligor in respect thereof.

1.03 Repricing Terms Generally.  Pursuant to the applicable provisions of the Credit Agreement, the Sterling Tranche C Term Loans and Euro Tranche C Term Loans shall have the following terms:

(a) Amortization and Maturity Date. The Repricing Term Loan Borrowers shall repay to the Administrative Agent, for the ratable account of (i) the Sterling Tranche C Term Lenders holding Sterling Tranche C Term Loans and (ii) the Euro Tranche C Term Lenders holding Euro Tranche C Term Loans, the aggregate principal amount of all Sterling Tranche C Term Loans and Euro Tranche C Term Loans outstanding, in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06 of the Credit Agreement, or be increased as a result of any increase in the amount of the Sterling Tranche C Term Loans or Euro Tranche C Term Loans pursuant to Section 2.14 of the Credit Agreement (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Sterling Tranche C Term Loans and Euro Tranche C Term Loans outstanding as of the Fifth Amendment Effective Date (including the Additional Sterling Tranche C Term Loans and Additional Euro Tranche C Term Loans)):

(b) Voluntary Prepayments. The Sterling Tranche C Term Loans and Euro Tranche C Term Loans may be optionally prepaid as set forth in Section 2.05(a) of the Credit Agreement. As set forth in Section 2.05(a) of the Credit Agreement, optional prepayments of the Sterling Tranche C Term Loans and Euro Tranche C Term Loans shall be allocated between the Sterling Tranche C Term Loans, Euro Tranche C Term Loans and the other Term Loan Tranches on a pro rata basis according to the respective outstanding principal amounts thereof in accordance with Section 2.05(a) of the Credit Agreement (subject to the exceptions set forth in the Credit Agreement).

(c) Mandatory Prepayments. The Sterling Tranche C Term Loans and Euro Tranche C Term Loans shall be subject to mandatory prepayments on the same basis as Term Loans as set forth in Section 2.05(b) of the Credit Agreement.  Such mandatory prepayments shall be allocated between the Sterling Tranche C Term Loans, Euro Tranche C Term Loans and the other Term Loan Tranches on a pro rata basis in accordance with Section 2.05(b)(vi) of the Credit Agreement (subject to the exceptions set forth in the Credit Agreement).  All prepayments required by Section 2.05(b) of the Credit Agreement that are applied to the repayment of the Sterling Tranche C Term Loans or Euro Tranche C Term Loans, as applicable, shall be applied to the remaining scheduled installments thereof in direct order of maturity.

(d) Except as set forth herein, the Sterling Tranche C Term Loans and Euro Tranche C Term Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Term Lenders, of the Credit Agreement and the other Loan Documents.  Each reference in the Credit Agreement and the other Loan Documents to (i) a “Sterling Term Loan” shall be deemed to include the Sterling Tranche C Term Loans, (ii) “Euro Term Loan” shall be deemed to include the Euro Tranche C Term Loans, (iii) “Commitment” and “Term Commitment” shall be deemed to include the Sterling Tranche C Term Commitments and Euro Tranche C Term Commitments, (iv) “Facility” shall be deemed to include the Sterling Tranche C Term Facility and Euro Tranche C Term Facility and (v) “Lender” and “Term Lender” shall be deemed to include the Initial Repricing Additional Term Lender, the Sterling Tranche C Term Lenders and the Euro Tranche C Term Lenders (in each case, other than, as the context requires, references expressly relating to a date earlier than the date hereof) and all other related terms will have correlative meanings mutatis mutandis.

ARTICLE II - DOLLAR TRANCHE D TERM FACILITY

2.01 Dollar Tranche D Term Facility.  Subject to the terms and conditions set forth herein and in the Credit Agreement, the Initial Incremental Term Lender hereby agrees to make Dollar Tranche D Term Loans to the Incremental Term Loan Borrowers (on a joint and several basis) on the Fifth Amendment Effective Date in an amount equal to the amount of the Dollar Tranche D Term Commitments set forth on Part C of Schedule 1 hereto (which commitments shall be reduced to zero upon the funding of the Dollar Tranche D Term Loans).  Except as set forth herein, each loan made pursuant to the Dollar Tranche D Term Facility shall be subject to all of the terms and provisions of the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment) pertaining thereto.  The Dollar Tranche D Term Loans shall constitute Obligations and shall have all rights, remedies, protections and collateral security accorded the other Obligations under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).  The Initial Incremental Term Lender and each other Incremental Term Lender shall constitute Lenders for all purposes under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).

2.02 Dollar Tranche D Term Facility Terms Generally.  Pursuant to the applicable provisions of the Credit Agreement, the Dollar Tranche D Term Loans shall have the following terms:

(a) Amortization and Maturity Date. The Incremental Term Loan Borrowers shall repay to the Administrative Agent, for the ratable account of the Incremental Term Lenders holding Dollar Tranche D Term Loans, the aggregate principal amount of all Dollar Tranche D Term Loans outstanding, in consecutive quarterly installments as follows (which installments shall, to the extent applicable, be reduced as a result of the application of prepayments in accordance with the order of priority set forth in Sections 2.05 and 2.06 of the Credit Agreement, or be increased as a result of any increase in the amount of the Dollar Tranche D Term Loans pursuant to Section 2.14 of the Credit Agreement (such increased amortization payments to be calculated in the same manner (and on the same basis) as the schedule set forth below for the Dollar Tranche D Term Loans made as of the Fifth Amendment Effective Date)):

(b) Voluntary Prepayments. The Dollar Tranche D Term Loans may be optionally prepaid as set forth in Section 2.05(a) of the Credit Agreement. As set forth in Section 2.05(a) of the Credit Agreement, optional prepayments of the Dollar Tranche D Term Loans shall be allocated between the Dollar Tranche D Term Loans and the other Term Loan Tranches on a pro rata basis according to the respective outstanding principal amounts thereof in accordance with Section 2.05(a) of the Credit Agreement (subject to the exceptions set forth in the Credit Agreement).

(c) Mandatory Prepayments. The Dollar Tranche D Term Loans shall be subject to mandatory prepayments on the same basis as Term Loans as set forth in Section 2.05(b) of the Credit Agreement.  Such mandatory prepayments shall be allocated between the Dollar Tranche D Term Loans and the other Term Loan Tranches on a pro rata basis in accordance with Section 2.05(b)(vi) of the Credit Agreement (subject to the exceptions set forth in the Credit Agreement).  All prepayments required by Section 2.05(b) of the Credit Agreement that are applied to the repayment of the Dollar Tranche D Term Loans shall be applied to the remaining scheduled installments of principal thereof in direct order of maturity.

(d) Except as set forth herein, the Dollar Tranche D Term Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Incremental Term Lenders, of the Credit Agreement and the other Loan Documents.  Each reference in the Credit Agreement and the other Loan Documents to (i) a “Dollar Term Loan”, “Commitment” and “Term Commitment” shall be deemed to include the Dollar Tranche D Term Loans or Incremental Term Commitments, respectively, (ii) a “Term Facility”, “Term Loan Tranche” and “Facility” shall be deemed to include the Dollar Tranche D Term Facility and (iii) “Lender” and “Term Lender” shall be deemed to include the Incremental Term Lenders (in each case, other than, as the context requires, references expressly relating to a date earlier than the date hereof) and all other related terms will have correlative meanings mutatis mutandis.

ARTICLE III - INCREMENTAL REVOLVING FACILITY

3.01 Incremental Revolving Commitments.  Subject to the terms and conditions set forth herein and in the Credit Agreement, each Incremental Revolving Lender (a) agrees that such Incremental Revolving Lender shall have an Incremental Revolving Commitment in an amount set forth opposite its name on Part D of Schedule 1 hereto (and, in the case of any Incremental Revolving Lender not already a party to, and a Dollar Revolving Credit Lender under, the Credit Agreement immediately prior to the Fifth Amendment Effective Date, shall become a party to, and a Dollar Revolving Credit Lender under, the Credit Agreement) and (b) severally agrees to make Dollar Revolving Credit Loans to the Incremental Revolving Borrower from time to time on and after the Fifth Amendment Effective Date pursuant to Section 2.01(c)(ii) of the Credit Agreement. Except as set forth herein, each Incremental Revolving Loan shall be subject to all of the terms and provisions of the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment) pertaining thereto.  The Incremental Revolving Loans shall constitute Dollar Revolving Credit Loans and Obligations and shall have all rights, remedies, protections and collateral security accorded the other Dollar Revolving Credit Loans and the other Obligations under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).  Each Incremental Revolving Lender shall constitute a Lender and a Dollar Revolving Credit Lender for all purposes under the Credit Agreement and the other Loan Documents (each as modified by this Fifth Amendment).

3.02 Incremental Revolving Facility Terms Generally.  Pursuant to the applicable provisions of the Credit Agreement, the Incremental Revolving Commitments and Incremental Revolving Loans shall have the following terms:

(a) The Incremental Revolving Commitments and Incremental Revolving Loans, as applicable, shall be identical to, and shall constitute a part of and be of the same Class as, the Dollar Revolving Credit Commitments and Dollar Revolving Credit Loans, as applicable, for all purposes of the Credit Agreement and the other Loan Documents (including, without limitation, for purposes of the definitions of the terms “Agreed Currency”, “Applicable Commitment Fee”, “Applicable Rate”, “Appropriate Lender”, “Dollar Revolving Credit Commitments”, “Dollar Revolving Credit Facility” “Dollar Revolving Credit Lender” “Dollar Revolving Credit Loan”, “Dollar Revolving Tranche”, “Letter of Credit Sublimit”, “Maturity Date”, “New York Agency Matters”, “Revolving Credit Commitment”, “Revolving Credit Exposure”, “Revolving Credit Facility”, “Revolving Credit Loan”, “Revolving Credit Note”, “Revolving Tranche”, “Threshold Amount” and Sections 2.01(c)(ii), 2.02(a)(ii), 2.02(a)(iii), 2.03, 2.09(a)(ii), 2.05, 2.06, 2.07(b), 2.07(c), 3.02, 3.07(c) and 3.07(d) of the Credit Agreement).

(b) Each party hereto acknowledges and agrees that, on and as of the Fifth Amendment Effective Date, the Pro Rata Share of the Lenders, Revolving Credit Lenders and Dollar Revolving Credit Lenders, respectively shall automatically be redetermined to give effect to the Incremental Revolving Commitments.  Without limiting the foregoing, on the Fifth Amendment Effective Date and without any further action on the part of any Person, each L/C Issuer under the Dollar Revolving Tranche shall be deemed to have granted to each Incremental Revolving Lender, and such Incremental Revolving Lender shall be deemed to have acquired from such L/C Issuer, a participation in each Letter of Credit issued by such L/C Issuer and outstanding on the Fifth Amendment Effective Date equal to the Pro Rata Share of such Incremental Revolving Lender (as so automatically redetermined on the Fifth Amendment Effective Date) thereof.

(c) The Administrative Agent and each L/C Issuer consents to each Incremental Revolving Lender providing its Incremental Revolving Commitment in accordance with the terms hereof and of the Credit Agreement.

(d) In the event any Dollar Revolving Credit Loans or L/C Advances under the Dollar Revolving Tranche are outstanding on the Fifth Amendment Effective Date immediately prior to the effectiveness of the Incremental Revolving Commitments, each of the Incremental Revolving Lenders and each other Dollar Revolving Credit Lender shall effect such assignments and purchases, if any, of such Dollar Revolving Credit Loans and L/C Advances as are contemplated by Section 2.14(e) of the Credit Agreement, as determined by the Administrative Agent.

(e) Except as set forth herein, the Incremental Revolving Loans shall be subject to the provisions, including any provisions restricting the rights, or regarding the obligations, of the Loan Parties or any provisions regarding the rights of the Incremental Revolving Lenders, of the Credit Agreement and the other Loan Documents.  Each reference in the Credit Agreement and the other Loan Documents to (i) a “Dollar Revolving Credit Loan”, “Revolving Credit Loan”, “Loan”, “Dollar Revolving Credit Commitment”, “Revolving Credit Commitment” or “Commitment” shall be deemed to include the Incremental Revolving Loans or Incremental Revolving Commitments, respectively, (ii) a “Revolving Credit Facility”, “Revolving Tranche” and “Facility” shall be deemed to include the Incremental Revolving Facility and (iii) “Lender”, “Dollar Revolving Credit Lender” and “Revolving Credit Lender” shall be deemed to include the Incremental Revolving Lenders (in each case, other than, as the context requires, references expressly relating to a date earlier than the date hereof) and all other related terms will have correlative meanings mutatis mutandis.

ARTICLE IV - AMENDMENTS

4.01 The following defined terms shall be inserted in Section 1.01 of the Existing Credit Agreement in the appropriate alphabetical order:

(i) “Additional Euro Tranche C Commitment” means, as to each Additional Euro Tranche C Term Lender, the commitment of such Additional Euro Tranche C Term Lender to make an Additional Euro Tranche C Term Loan on the Fifth Amendment Effective Date, in the amount set forth on the signature page of such Additional Euro Tranche C Term Lender to the Fifth Amendment.

(ii) “Additional Euro Tranche C Term Lender” means a Person that has executed a signature page to the Fifth Amendment as an “Additional Euro Tranche C Term Lender” and which shall constitute a “Lender” under this Agreement as of the Fifth Amendment Effective Date.

(iii) “Additional Euro Tranche C Term Loan” means a Loan that is made pursuant to Section 2.01(k)(ii) on the Fifth Amendment Effective Date.

(iv) “Additional Sterling Tranche C Commitment” means, as to each Additional Sterling Tranche C Term Lender, the commitment of such Additional Sterling Tranche C Term Lender to make an Additional Sterling Tranche C Term Loan on the Fifth Amendment Effective Date, in the amount set forth on the signature page of such Additional Sterling Tranche C Term Lender to the Fifth Amendment.

(v) “Additional Sterling Tranche C Term Lender” means a Person that has executed a signature page to the Fifth Amendment as an “Additional Sterling Tranche C Term Lender” and which shall constitute a “Lender” under this Agreement as of the Fifth Amendment Effective Date.

(vi) “Additional Sterling Tranche C Term Loan” means a Loan that is made pursuant to Section 2.01(j)(ii) on the Fifth Amendment Effective Date.

(vii) “Dollar Tranche D Term Commitments” has the meaning set forth in the Fifth Amendment.

(viii) “Dollar Tranche D Term Facility” has the meaning set forth in the Fifth Amendment, including any Specified Refinancing Debt related thereto.

(ix) “Dollar Tranche D Term Lenders” means the (a) Incremental Term Lenders (as defined in the Fifth Amendment) and (b) at any time after the Fifth Amendment Effective Date, any Lender that holds Dollar Tranche D Term Loans and/or Dollar Tranche D Term Commitments at such time.

(x) “Dollar Tranche D Term Loans” has the meaning set forth in the Fifth Amendment.

(xi) “Dollar Tranche D Term Note” has the meaning set forth in the Fifth Amendment.

(xii) “Electing Existing Euro Tranche B Term Lender” has the meaning set forth in the Fifth Amendment.

(xiii) “Electing Existing Sterling Tranche B Term Lender” has the meaning set forth in the Fifth Amendment.

(xiv) “Euro Tranche C Term Commitments” means (a) with respect to an Electing Existing Euro Tranche B Term Lender, the agreement of such Electing Existing Euro Tranche B Term Lender to exchange such Lender’s Specified Existing Euro Tranche B Term Loan Amount of its Existing Euro Tranche B Term Loans for an equal principal amount of Euro Tranche C Term Loans on the Fifth Amendment Effective Date; (b) with respect to an Additional Euro Tranche C Term Lender, the Additional Euro Tranche C Commitment of such Additional Euro Tranche C Term Lender and (c) any Term Commitment Increase with respect to the Euro Tranche C Term Commitments.  The initial aggregate principal amount of the Euro Tranche C Term Commitments is €131,960,803.52.

(xv) “Euro Tranche C Term Facility” means the Euro Tranche C Term Commitments, the Euro Tranche C Term Loans and any Specified Refinancing Debt thereof.

(xvi) “Euro Tranche C Term Lender” means (a) on or prior to the Fifth Amendment Effective Date, an Additional Euro Tranche C Term Lender or an Electing Existing Euro Tranche B Term Lender with a Euro Tranche C Term Loan that is deemed made pursuant to Section 2.01(k) and the Fifth Amendment and (b) any time after the Fifth Amendment Effective Date, any Lender that holds Euro Tranche C Term Loans at such time.

(xvii) “Euro Tranche C Term Loan Assignee”  has the meaning set forth in the Fifth Amendment.

(xviii) “Euro Tranche C Term Loans” means an advance made by a Euro Tranche C Term Lender to the Repricing Term Loan Borrowers pursuant to Section 2.01(k) and the Fifth Amendment.

(xix) “Exchanged Existing Euro Tranche B Term Loans” means, as to any Electing Existing Euro Tranche B Term Lender, the Specified Existing Euro Tranche B Term Loan Amount of such Lender’s Existing Euro Tranche B Term Loans.

(xx) “Exchanged Existing Sterling Tranche B Term Loans” means, as to any Electing Existing Sterling Tranche B Term Lender, the Specified Existing Sterling Tranche B Term Loan Amount of such Lender’s Existing Sterling Tranche B Term Loans.

(xxi) “Existing Euro Tranche B Term Loans” has the meaning set forth in the Fifth Amendment.

(xxii) “Existing Sterling Tranche B Term Loans” has the meaning set forth in the Fifth Amendment.

(xxiii) “Fifth Amendment” means that certain Fifth Amendment to Credit Agreement and Third Incremental Joinder, dated as of October 14, 2016, by and among the Specified Borrowers (as defined therein), each other Loan Party party thereto, the Sterling Tranche C Term Lenders, the Euro Tranche C Term Lenders, the Incremental Term Loan Lenders

and the Incremental Revolving Lenders (each as defined therein), the Administrative Agent and the Collateral Agent.

(xxiv) “Fifth Amendment Effective Date” means October 14, 2016.

(xxv) “Non-Dollar Term Loan Repricing Event” shall mean (A) any prepayment or repayment of the Sterling Tranche C Term Loans or the Euro Tranche C Term Loans, in whole or in part, with the proceeds of, or conversion of any portion of such Sterling Tranche C Term Loans or Euro Tranche C Term Loans into, any new or replacement tranche of term loans of like currency the primary purpose of which is to reduce the All-In Yield applicable to such portion of such Sterling Tranche C Term Loans or the Euro Tranche C Term Loans (as such comparative yields are determined in the reasonable judgment of the Administrative Agent consistent with generally accepted financial practices) and (B) any amendment to the Facility with respect to such Sterling Tranche C Term Loans or the Euro Tranche C Term Loans the primary purpose of which is to reduce the All-In Yield applicable to such Sterling Tranche C Term Loans or the Euro Tranche C Term Loans, but in either such case, excluding any new or replacement loans incurred in connection with a change of control, transformative acquisition or extension of the Maturity Date of the Sterling Tranche C Term Loans or the Euro Tranche C Term Loans by at least two years.

(xxvi) “Non-Dollar Tranche C Election” has the meaning set forth in the Fifth Amendment.

(xxvii) “Non-Exchanged Existing Euro Tranche B Term Loans” means each Existing Euro Tranche B Term Loan (including each Existing Euro Tranche B Term Loan held by Euro Tranche C Term Loan Assignees), other than Exchanged Existing Euro Tranche B Term Loans.

(xxviii) “Non-Exchanged Existing Sterling Tranche B Term Loans” means each Existing Sterling Term Loan (including each Existing Sterling Tranche B Term Loan held by Sterling Tranche C Term Loan Assignees), other than Exchanged Existing Sterling Tranche B Term Loans.

(xxix) “Specified Existing Euro Tranche B Term Loan Amount” has the meaning set forth in the Fifth Amendment.

(xxx) “Specified Existing Sterling Tranche B Term Loan Amount” has the meaning set forth in the Fifth Amendment.

(xxxi) “Sterling Tranche C Term Commitments” means (a) with respect to an Electing Existing Sterling Tranche B Term Lender, the agreement of such Electing Existing Sterling Tranche B Term Lender to exchange such Lender’s Specified Existing Sterling Tranche B Term Loan Amount of its Existing Sterling Tranche B Term Loans for an equal principal amount of Sterling Tranche C Term Loans on the Fifth Amendment Effective Date; (b) with respect to an Additional Sterling Tranche C Term Lender, the Additional Sterling Tranche C Commitment of such Additional Sterling Tranche C Term Lender and (c) any Term Commitment Increase with respect to the Sterling Tranche C Term Commitments.  The initial aggregate principal amount of the Sterling Tranche C Term Commitments is £88,055,906.45.

(xxxii) “Sterling Tranche C Term Facility” means the Sterling Tranche C Term Commitments, the Sterling Tranche C Term Loans and any Specified Refinancing Debt thereof.

(xxxiii) “Sterling Tranche C Term Lender” means (a) on or prior to the Fifth Amendment Effective Date, an Additional Sterling Tranche C Term Lender or an Electing Existing Sterling Tranche B Term Lender with a Sterling Tranche C Term Loan that is deemed made pursuant to Section 2.01(j) and the Fifth Amendment and (b) any time after the Fifth Amendment Effective Date, any Lender that holds Sterling Tranche C Term Loans at such time.

(xxxiv) “Sterling Tranche C Term Loan Assignee”  has the meaning set forth in the Fifth Amendment.

(xxxv) “Sterling Tranche C Term Loans” means the Loans made by a Sterling Tranche C Term Lender to the Repricing Term Loan Borrowers pursuant to Section 2.01(j) and the Fifth Amendment.

(f) The definition of “Adjusted Eurocurrency Rate” shall be amended by:

(i) amending and restating clause (a)(ii) thereof in its entirety to read as follows:

(ii) amending and restating clause (b)(ii) thereof in its entirety to read as follows:

(iii) amending and restating clause (c)(ii) thereof in its entirety to read as follows:

(g) The definition of “Applicable Rate” in Section 1.01 of the Existing Credit Agreement shall be amended by:

(i) amending and restating clauses (a) and (b) thereof in their entirety to read as follows:

(ii) inserting a new clause (f) immediately following clause (e) thereof to read in its entirety as follows:

(iii) renumbering clauses (f) and (g) thereof as clauses (g) and (h), respectively (and renumbering accordingly each reference to such clauses in any Loan Documents).

(h) Clause (a) of the definition of “Appropriate Lender” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

(i) The last sentence of the definition of “Dollar Revolving Credit Commitments” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows

(j) The definition of “Dollar Term Loan Repricing Event” in Section 1.01 of the Existing Credit Agreement shall be amended by replacing the words “(including the Initial Dollar Tranche A Term Loans, the Initial Dollar Tranche B Term Loans and the Dollar Tranche C Term Loans)” with the words “(including the Initial Dollar Tranche A Term Loans, the Initial Dollar Tranche B Term Loans, the Dollar Tranche C Term Loans and the Dollar Tranche D Term Loans)”.

(k) The definition of “Euro Term Commitment” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

(l) The definition of “Euro Term Facility” in Section 1.01 of the Existing Credit Agreement shall be amended by replacing the words “(including the Euro Tranche B Term Facility)” with the words “(including the Euro Tranche B Term Facility and the Euro Tranche C Term Facility)”.

(m) The definition of “London Agency Matters” in Section 1.01 of the Existing Credit Agreement shall be amended to add the words “, the Sterling Tranche C Term Facility, the Euro Tranche C Term Facility” immediately after the words “the Euro Tranche B Term Facility”.

(n) The definition of “New York Agency Matters” in Section 1.01 of the Existing Credit Agreement shall be amended to add the words “the Dollar Tranche D Term Facility,” immediately after the words “the Dollar Tranche C Term Facility,”.

(o) The definition of “Note” in Section 1.01 of the Existing Credit Agreement shall be amended to add the words “, a Dollar Tranche D Term Note” immediately following after the words “a Dollar Tranche C Term Note”.

(p) The definition of “Repricing Term Loan Borrowers” in Section 1.01 of the Existing Credit Agreement is hereby amended and restated in its entirety as follows:

(q) The definition of “Sterling Term Commitment” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

(r) The definition of “Sterling Term Facility” in Section 1.01 of the Existing Credit Agreement shall be amended by adding the words “and the Sterling Tranche C Term Facility” immediately after the words “including the Sterling Tranche B Term Facility”.

(s) The first sentence of the definition of “Term Commitment” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

(t) The definition of “Term Facility” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

(u) The definition of “Term Loan Tranche” in Section 1.01 of the Existing Credit Agreement shall be amended and restated in its entirety to read as follows:

(v) Section 2.01(g) of the Existing Credit Agreement is hereby amended by replacing the words “clauses (h) and (i)” at the beginning thereof with the words “clauses (h), (i), (j) and (k)”.

(w) Section 2.01 of the Existing Credit Agreement is hereby amended by inserting new clauses (j) and (k) at the end thereof to read in their entirety as follows:

(x) Section 2.05(a) of the Existing Credit Agreement is hereby amended by

(i) amending and restating clause (vi) thereof in its entirety as follows:

(ii) inserting a new clause (vii) at the end thereof to read in its entirety as follows:

(y) Section 2.14(g) of the Existing Credit Agreement is hereby amended by deleting the first sentence thereof in its entirety and replacing it with the following:

(z) Section 3.01(b) of the Existing Credit Agreement is amended to replace the parenthetical reading “(other than a payment in respect of each of the Dollar Tranche A Term Loans, the Dollar Tranche B Term Loans and the Dollar Tranche C Term Loans)” with the following:

(aa) Section 5.07 of the Existing Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (a)(iii) thereof and replacing it with a “,” and (ii) inserting new clauses (a)(v), (a)(vi) and (a)(vii) immediately following clause (a)(iv) thereof to read in their entirety as follows:

(bb) Section 10.07(b)(iv) of the Existing Credit Agreement shall be amended by amending and restating clause (x) of the parenthetical thereof in its entirety as follows:

ARTICLE V - Representations and Warranties; Covenants

5.01 Each Specified Loan Party hereby represents and warrants to the Administrative Agent and the Lenders (after giving effect to the Transactions) that:

(a) This Fifth Amendment has been duly executed and delivered by each Loan Party that is party hereto.  This Fifth Amendment constitutes, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, administration, administrative receivership, winding-up, insolvency, reorganization (by way of voluntary arrangement, schemes of arrangement or otherwise), receivership, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity.

(b) The execution, delivery and performance by each Loan Party party hereto of this Fifth Amendment, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action and do not (x) contravene the terms of any of such Person’s Organization Documents (y) violate any Law or (z) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than as permitted by Section 7.01 of the Credit Agreement), or require any payment (other than any Indebtedness to be repaid on the Fifth Amendment Effective Date in connection with the Transactions) to be made under any Contractual Obligation to which such Person is a party, except to the extent that such violation, conflict, breach or contravention could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) By its execution of this Fifth Amendment, each Specified Borrower hereby covenants and agrees that the proceeds of the Sterling Tranche C Term Loans, Euro Tranche C Term Loans, Dollar Tranche D Term Loans and Incremental Revolving Loans, as applicable, shall be used by such Specified Borrower in accordance with Section 5.07 of the Credit Agreement.

ARTICLE VI - Conditions of Effectiveness

6.01 Conditions of Effectiveness of this Fifth Amendment.  The Commitments of each Specified Lender shall become effective on the date when the following conditions shall have been satisfied (or waived in the sole discretion of the Administrative Agent and the Arrangers on behalf of the Specified Lenders) (such date, the “Fifth Amendment Effective Date”):

(a) The Administrative Agent shall have received all of the following, each of which shall be originals or facsimiles or “pdf” files (followed promptly by originals) unless otherwise specified, each properly executed by each party thereto (and, in the case of each Loan Party party thereto, by a Responsible Officer of such Loan Party), each dated on or prior to the Fifth Amendment Effective Date, each in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers, and each accompanied by their respective required schedules and other attachments (and set forth thereon shall be all required information with respect to the Loan Parties, as applicable):

(i) executed counterparts of this Fifth Amendment from each Specified Loan Party, the Administrative Agent, the Collateral Agent, the Arrangers and the applicable Specified Lenders;

(ii) a Committed Loan Notice:

(iii) a Note:

(iv) a Solvency certificate executed by the chief financial officer, chief accounting officer or other officer or director with equivalent duties of the U.K. Borrower (immediately after giving effect to the Transactions and the incurrence of the Sterling Tranche C Term Loans, Euro Tranche C Term Loans, Dollar Tranche D Term Loans, any Incremental Revolving Loans and the use of proceeds therefrom) substantially in the form attached hereto as Exhibit A.

(b) The Administrative Agent shall have received an incumbency certificate and such other documents and certifications (including Organization Documents and, if applicable, good standing certificates and/or commercial register excerpts) (or, if previously delivered to the Administrative Agent, a certification by each Specified Loan Party that such documents remain in full force and effect on the Fifth Amendment Effective Date and have not been rescinded, amended, supplemented or otherwise modified since the date of such delivery) as the Administrative Agent may reasonably require to evidence that each Specified Loan Party is duly organized and validly existing and is duly authorized to execute and deliver this Fifth Amendment and any other related Loan Documents to which it is a party and perform its obligations thereunder and, to the extent applicable, in good standing, except to the extent that failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(c) The Administrative Agent shall have received a copy of a resolution of the board of directors (or equivalent body) of each Specified Loan Party: (i) approving the terms of, and the transactions contemplated by, this Fifth Amendment and any other related Loan Documents to which it is a party and resolving that it execute, deliver and perform this Fifth Amendment and such Loan Documents to which it is a party; and (ii) (A) authorizing a specified person or persons to execute this Fifth Amendment and such Loan Documents to which it is a party on its behalf; and (B) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices (including, if relevant, any Committed Loan Notice or other relevant notice) to be signed and/or dispatched by it under or in connection with this Fifth Amendment and such Loan Documents to which it is a party.

(d) The Administrative Agent shall have received a copy of a resolution signed by all the holders of the issued shares in the U.K. Borrower approving the terms of, and the transactions contemplated by, this Fifth Amendment and any other related Loan Documents to which it is a party, solely to the extent required by applicable law.

(e) The Administrative Agent shall have received a certificate of the U.K. Borrower (signed by a director or equivalent officer or body of officers in any applicable jurisdiction) confirming that borrowing or guaranteeing, as appropriate, the Sterling Tranche C Term Loans, Euro Tranche C Term Loans, Dollar Tranche D Term Loans and Incremental Revolving Loans would not cause any borrowing, guarantee or similar limit binding on the U.K. Borrower to be exceeded.

(f) The Administrative Agent shall have received an opinion of (i) Ropes & Gray LLP, special New York counsel to the Loan Parties, (ii) Varnum LLP, special Michigan, Indiana and Illinois counsel to the Loan Parties and (iii) Weil, Gotshal & Manges, English counsel to the

Administrative Agent, in each case, addressed to each Secured Party, in form and substance reasonably satisfactory to the Administrative Agent and the Arrangers.

(g) Each Specified Borrower shall have delivered a certificate of a Responsible Officer of such Repricing Term Loan Borrower (on behalf of itself and the other Loan Parties), dated as of the Fifth Amendment Effective Date, certifying that the items referred to in Sections 6.01(i) and 6.01(j) have been, or will be on the Fifth Amendment Effective Date, satisfied.

(h) All fees required to be paid on the Fifth Amendment Effective Date pursuant to this Fifth Amendment and other agreements relating to the arrangement of this Fifth Amendment and reasonable out-of-pocket expenses required to be paid on the Fifth Amendment Effective Date pursuant to this Fifth Amendment and such other agreements, to the extent invoiced at least three Business Days prior to the Fifth Amendment Effective Date (or such later date as the Borrower Representative may reasonably agree) shall have been paid (which amounts may be offset against the proceeds of the Additional Euro Tranche C Term Loans, the Additional Sterling Tranche C Term Loans and/or Dollar Tranche D Term Loans).

(i) The representations and warranties of the Borrowers and each other Loan Party contained in the Credit Agreement and each other Loan Document shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) on and as of the date of the Fifth Amendment Effective Date (after giving effect to the Transactions and the incurrence of any Sterling Tranche C Term Loans, Euro Tranche C Term Loans, Dollar Tranche D Term Loans and Incremental Revolving Loans and the use of proceeds therefrom), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (and in all respects if any such representation or warranty is already qualified by materiality) as of such earlier date, and except that for purposes of this Section 6.01(i), the representations and warranties contained in Sections 5.05(a) and 5.05(b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01(a) and (b) of the Credit Agreement, respectively, prior to the Fifth Amendment Effective Date.

(j) As of the Fifth Amendment Effective Date, no Default or Event of Default has occurred and is continuing or would result after giving effect to the Transactions and the funding of the Sterling Tranche C Term Loans, the Euro Tranche C Term Loans, the Dollar Tranche D Term Loans and any Incremental Revolving Loans or the application of the proceeds therefrom.

(k) Each Specified Loan Party shall have provided at least three Business Days prior to the Fifth Amendment Effective Date the documentation and other information reasonably requested in writing at least ten days prior to the Fifth Amendment Effective Date by the Administrative Agent or any Lender as such Person reasonably determines is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the PATRIOT Act.

ARTICLE VII - Post-closing undertakings

7.01 Post-Closing Undertakings.    Within 90 days following the Fifth Amendment Effective Date (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion), the Specified Borrowers shall, and shall cause each other Loan Party:

(a) subject to the terms of the Guaranty and Security Principles, to deliver to the Administrative Agent executed counterparts of the Acknowledgment and Confirmation, substantially in the form of Exhibit B hereto, from each Loan Party (other than the U.S. Loan Parties);

(b) to deliver to the Collateral Agent each Collateral Document and complete such undertakings as are set forth on Annex I attached hereto; and

(c) (x) execute and deliver any and all further instruments and documents and take all such other action as the Collateral Agent in its reasonable judgment may deem necessary in obtaining the full benefits of, or in perfecting and preserving the Liens (including validity or enforceability) of, such guaranties, Mortgages, Security Agreement Supplements, Intellectual Property Security Agreement Supplements, Collateral Documents, the Credit Agreement and other security agreements (or any joinder thereto) or otherwise in connection with the entry into and performance of the transactions contemplated by this Fifth Amendment and the Credit Agreement, in each case, subject to the terms of the Credit Agreement and (y) deliver to the Collateral Agent Organization Documents, resolutions and a signed copy of one or more opinions, addressed to the Collateral Agent and the other Secured Parties, of counsel for the Loan Parties (or counsel for the Administrative Agent and/or Collateral Agent, as the case may be) reasonably acceptable to the Collateral Agent as to such matters as the Collateral Agent may reasonably request (limited, in the case of any opinions of local counsel to the Loan Parties relating to Mortgaged Properties in jurisdictions in which such Mortgaged Property is located, to opinions relating to Material Real Property (and any other Mortgaged Properties located in the same jurisdiction as any such Material Real Property)).

ARTICLE VIII - MISCELLANEOUS

8.01 Acknowledgment and Confirmation.  Certain provisions of the Existing Credit Agreement are being amended, restated, amended and restated, supplemented and/or modified pursuant to this Fifth Amendment, including, among other things, amendments providing for, in addition to the credit facilities provided under the Existing Credit Agreement, the Sterling Tranche C Term Loan Commitments, Euro Tranche C Term Loan Commitments, the Dollar Tranche D Term Loan Commitments and the Incremental Revolving Commitments.  Each of the Loan Parties party hereto hereby agrees, with respect to each Loan Document to which it is a party, after giving effect to this Fifth Amendment:

(a) all of its obligations, liabilities and indebtedness (including, without limitation, with respect to the Sterling Tranche C Term Facility, Euro Tranche C Term Facility, the Dollar Tranche D Term Facility and the Incremental Revolving Facility) under each such Loan Document, including guarantee obligations of such obligations, liabilities and indebtedness, shall remain in full force and effect on a continuous basis; and

(b) except with respect to the U.K. Borrower which shall provide such confirmation on a post-closing basis, all of the Liens and security interests created and arising under each such Loan Document remain in full force and effect on a continuous basis, and the perfected status and priority to the extent provided for in Section 5.18 of the Credit Agreement of each such Lien and security interest continues in full force and effect on a continuous basis, unimpaired, uninterrupted and undischarged, as collateral security for its obligations, liabilities and indebtedness (including, without limitation, with respect to the Sterling Tranche C Term Facility, Euro Tranche C Term Facility, the Dollar Tranche D Term Facility and the Incremental Revolving Facility) under the Credit Agreement and under its guarantees in the Loan Documents, to the extent provided in such Loan Documents.

8.02 Costs and Expenses.  Each of the Loan Parties party hereto hereby reconfirms its obligations pursuant to Section 10.05 of the Credit Agreement to pay and reimburse the Administrative Agent for all reasonable costs and expenses (including, without limitation, reasonable fees of counsel) incurred in connection with the negotiation, preparation, execution and delivery of this Fifth Amendment and all other documents and instruments delivered in connection herewith.

8.03 Remedies.  This Fifth Amendment shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

8.04 Entire Agreement.  This Fifth Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.

8.05 Reference to and Effect on the Existing Credit Agreement and the Loan Documents.

(a) On and after the Fifth Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Existing Credit Agreement, as amended by this Fifth Amendment.

(b) The Credit Agreement and each of the other Loan Documents, as specifically amended by this Fifth Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations of the Loan Parties under the Loan Documents, in each case, as amended by this Fifth Amendment.

(c) The execution, delivery and effectiveness of this Fifth Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.  The parties hereto acknowledge and agree that this Fifth Amendment and the other Loan Documents executed and delivered in connection herewith do not constitute a novation of any Obligations under the Credit Agreement or any other Loan Document.

8.06 Amendment, Modification and Waiver.  This Fifth Amendment may not be amended, modified or waived except in accordance with Section 10.01 of the Credit Agreement.

8.07 Governing Law; Jurisdiction; Etc.  THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  IN ADDITION, THE PROVISIONS OF SECTIONS 10.15(b) AND (c) OF THE CREDIT AGREEMENT SHALL BE DEEMED TO BE INCORPORATED HEREIN BY REFERENCE, MUTATIS MUTANDIS.

8.08 Counterparts.  This Fifth Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.  Delivery by facsimile or other electronic transmission of an executed counterpart of a signature page to this Fifth Amendment shall be effective as delivery of an original executed counterpart of this Fifth Amendment.

8.09 Severability.  Section 10.14 of the Credit Agreement is hereby incorporated by reference into this Fifth Amendment and shall apply hereto.

8.10 Electronic Execution.  The words “execution,” “signed,” “signature,” and words of like import in this Fifth Amendment or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

8.11 Acknowledgment and Consent to Bail-in of EEA Financial Institutions.  Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party to this Fifth Amendment acknowledges and agrees that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under any Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

(c) As used herein, the following terms have the following meanings:

(i) “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.

(ii) “Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

(iii) “EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution

established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

(iv) “EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

(v) “EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

(vi) “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

(vii) “Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1. Organizational documents for each applicable Guarantor.

2. A copy of the resolutions of (I) the board of directors (or equivalent body) of each applicable Guarantor: (i) approving the terms of, and the transactions contemplated by, the Collateral Documents set forth on this Annex I to which the applicable Guarantor is a party and the Acknowledgement and Confirmation substantially in the form of Exhibit B to the Fifth Amendment (the “Post-Closing Collateral Documents”) and resolving that it execute, deliver and perform the Post-Closing Collateral Documents to which it is a party; and (ii) (A) authorizing a specified person or persons to execute the Post-Closing Collateral Documents to which it is a party on its behalf; and (B) authorizing a specified person or persons, on its behalf, to sign and/or dispatch all documents and notices to be signed and/or dispatched by it under or in connection with the Post-Closing Collateral Documents to which it is a party and (II) a copy of the resolutions of the holders of the issued shares in each applicable Guarantor approving entry into and performance of the Post-Closing Collateral Documents to which the applicable Guarantor is a party.

3. A certificate of the applicable Guarantor (signed by a managing director with sole power of representation or a director, as applicable) (i) confirming that guaranteeing or securing, as appropriate, the Sterling Tranche C Term Loans, Euro Tranche C Term Loans, the Dollar Tranche D Term Loans and the Incremental Revolving Loans would not cause any borrowing, guarantee, security or similar limit binding on each applicable Guarantor to be exceeded; (ii) certifying that each copy document relating to it specified in this Annex I is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of the certificate; and (iii) containing a specimen of the signature of each authorized signatory of the applicable Guarantor by the applicable resolutions referred to in paragraph 2 above in relation to the Post-Closing Collateral Documents and related documents.

4. For each Guarantor organized under the laws of England and Wales (the “English Guarantors”):

5. For each Guarantor organized in Germany (the “German Guarantors”):

6. For each Guarantor organized in the Netherlands (the “Dutch Guarantors”):

(a) Updated excerpts from the commercial register for each Dutch Guarantor.

7. For each Guarantor organized in Northern Ireland (the “Northern Irish Guarantors”):

8. For each Guarantor organized in France (the “French Guarantors”):

(a) A copy of the extrait K-bis, certificat négatif en matière de procedure collective and état des inscriptions relating to each French Guarantor, not more than 15 days old.

(a) Certain provisions of the Existing Credit Agreement are being amended, restated, amended and restated, supplemented and/or modified pursuant to the Fifth Amendment, including, among other things, amendments providing for, in addition to the credit facilities provided under the Existing Credit Agreement, the Sterling Tranche C Term Facility, Euro Tranche C Term Facility, the Dollar Tranche D Term Facility and the Incremental Revolving Facility.  Each of the Loan Parties party hereto hereby agrees, with respect to each Loan Document to which it is a party, after giving effect to the Fifth Amendment:

(i) all of its obligations, liabilities and indebtedness (including, without limitation, with respect to the Sterling Tranche C Term Facility, Euro Tranche C Term Facility, the Dollar Tranche D Term Facility and the Incremental Revolving Facility under each such Loan Document, including guarantee obligations of such obligations, liabilities and indebtedness, shall remain in full force and effect on a continuous basis; and