CITIBANK, N.A., LONDON BRANCH as ECA Co-ordinator and ECA Agent (the "ECA Agent")

Liens of Citibank, N.A. or any other similar financer on certain Accounts, and certain related assets, owing from CNH Group Account Debtors to Supplier or from a similar vendor to a Borrower as set forth, respectively, in either the CNH Supplier Agreement or any similar Vendor Financing Agreement as permitted pursuant to [Section 10.2.6(b)].

SUTOM, N.V., a Netherlands Antilles corporation (“Original Landlord”), and Tenant, entered into that certain Lease (the “Initial Lease”), dated as of ​, as amended by that certain letter agreement, dated as of ​, and by that certain letter agreement, dated as of ​, for certain Premises located on the 11th and 12th floors (the “Initial Premises”) of the building located at 100 East 42nd Street, ​ (the “Building”). Watch Holdings, LLC, a Delaware limited liability company, successor to Original Landlord (“Successor Landlord”), and Tenant entered into that certain Third Amendment to Lease, dated ​ (the “Third Amendment”), wherein additional premises located on the 3rd floor of the Building were added to the Initial Premises (the “Third Floor Premises”), and that certain Consent to Tenant’s Changes, dated as of ​ (the “Consent”). Successor Landlord and Tenant entered into that certain License Agreement (the “License”), dated as of ​, wherein Successor Landlord, as “Licensor”, licensed to Tenant, as “Licensee”, certain premises located on the 15th floor of the Building (the “Licensed Premises”), all as more particularly described in the License. The Initial Lease, as modified by the letter agreements, the Third Amendment and the Consent is hereinafter referred to as the “Lease”. The Initial Premises, as increased by the addition of the Third Floor Premises, is hereinafter collectively referred to as the “Existing Premises”. Capitalized terms not otherwise defined herein shall have the meanings given them in the Lease.

[Section 365(n)]. All licenses granted under this Agreement are deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual property” as defined in [Section 101] of such Code. The Parties agree that a Party granted a license pursuant to this Agreement (a “Licensee”) may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and any foreign equivalent thereto in any country having jurisdiction over a Party or its assets. The Parties further agree that, in the event a Licensee elects to retain its rights as a licensee under such Code, such Licensee shall be entitled to complete access to any technology licensed to it hereunder and all embodiments of such technology. Such embodiments of the technology shall be delivered to such Licensee not later than:

BANK OF AMERICA, N.A., and JPMORGAN CHASE BANK, N.A., as co-syndication agents (in such capacities, together with their respective successors and assigns in such capacities, the “Co-Syndication Agents”);

JPMorgan Chase Bank, N.A. has agreed to act as lead arranger and bookrunner (in such capacities, the “Lead Arranger”) in arranging this Amendment, which the Borrower acknowledges hereby.

CITIBANK, N.A., as a Lender

Pay to: Citibank, NA, NY

“Best Buy Receivables Purchaser” means Citibank, N.A., in its individual capacity, as the purchaser of the Citibank Receivables (as defined in the Best Buy Intercreditor Agreement) and under the Best Buy Receivables Purchase Agreement.

CITIBANK EUROPE PLC, UK BRANCH, as Multicurrency Swingline Agent,