Confirmation of Outstanding Facility Debt. The principal amount of the Outstanding Facility Debt, including accrued and unpaid interest under the Facility Agreement as of ​, is

Satisfaction of Outstanding Facility Debt. Upon delivery of the Settlement Shares by the Company in accordance with the Settlement Instructions, # the Lender hereby agrees that the Outstanding Facility Debt will have been fully and completely satisfied; and # the Lender hereby compromises, settles, resolves, discharges, and releases the Company, and its successors and assigns, from the payment of any andall amounts due and payable to the Lender or accrued on or prior to the Effective Date, in each case under the Facility Agreement.

Debt. Create, assume or suffer to exist, or in any manner become or be liable in respect of, any Debt, except:

Debt. Borrower does not have any Debt outstanding other than Debt permitted by Section 6.1 hereof.

Facility. ​ is willing to consider, in its sole discretion and within limits which may be authorized for purchase by ​ Parties from time to time, the purchase of Shelf [[holders of the Notes:Organization]] pursuant to this Agreement. The willingness of ​ to consider such purchase of Shelf [[holders of the Notes:Organization]] is herein called the “Facility.” At any time, subject to the additional limitations in Section 2(b), the aggregate principal amount of Shelf [[holders of the Notes:Organization]] stated in Section 1, minus the aggregate principal amount of Shelf [[holders of the Notes:Organization]] purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted [[holders of the Notes:Organization]] (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF ​ TO CONSIDER PURCHASES OF SHELF [[holders of the Notes:Organization]] BY ​ PARTIES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER ​ NOR ANY ​ PARTY SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF [[holders of the Notes:Organization]], OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF [[holders of the Notes:Organization]], AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY ​ OR ANY ​ PARTY.

burdensome as against the Borrower or any of its Subsidiaries than those contained in this Agreement, in each case, unless # the Administrative Agent has consented thereto in writing or # the Loan Documents have been, or concurrently therewith are, modified in a manner reasonably deemed appropriate by the Administrative Agent to reflect such Debt Facility Amendment (including, without limitation, in the case of any Debt Facility Amendment that has the effect of modifying any financial covenant, reflecting any applicable cushions (if any) that exist between the covenant levels in the Loan Documents, on the one hand, and the Note Documents and/or the documents relating to an Unsecured Debt Facility, on the other hand (determined on a percentage basis based on the then applicable covenant levels under the Loan Documents and, as applicable, the Note Documents or the documents relating to such Unsecured Debt Facility immediately prior to such Debt Facility Amendment);

SECTION #Certain Consequences of Effectiveness; Reaffirmation. On and after the Amendment No. 5 Effective Date, references in the LC Facility Agreement to this “Agreement”, “hereunder”, “hereof”, “herein” or words of similar import and references in the LC Facility Documents to the “Agreement”, “LC Facility Agreement”, “thereunder,” “thereof”, “therein” or words of similar import shall mean, and refer to, the LC Facility Agreement, as amended by this Amendment. Except as expressly set forth herein, this Amendment shall not constitute an amendment or waiver of any provision of the LC Facility Agreement or any other LC Facility Document all of which shall remain in full force and effect. Each Credit Party hereby acknowledges and agrees that, following the Amendment No. 5 Effective Date, it shall continue to be bound by the LC Facility Documents to which it is party (in the case of the LC Facility Agreement, as amended by this Amendment) and each of the Credit Parties hereby # consents to the execution, delivery and performance of this Amendment and each of the transactions contemplated hereby, # acknowledges and reaffirms its respective guarantees, pledges, grants of security interests and other obligations, as applicable, under and subject to the terms of the LC Facility Documents, # acknowledges and agrees that, notwithstanding the effectiveness of this Amendment, the Collateral Documents, the Collateral Trust Joinder – Additional Secured Debt, the Additional Secured Debt Designation and the Guaranty (and any amendments thereto) shall continue in full force and effect and # acknowledges and agrees that all references in the Collateral Documents, the Collateral Trust Joinder – Additional Secured Debt, the Additional Secured Debt Designation and the Guaranty (and any amendments thereto) to the “Agreement”, “LC Facility Agreement”, “thereunder,” “thereof”, “therein” or words of similar import shall be deemed to mean a reference to the LC Facility Agreement as amended by this Amendment. Furthermore, each of the Credit Parties acknowledges and agrees that it is the intention of such party # that the Collateral Documents, the Collateral Trust Joinder – Additional Secured Debt and the Additional Secured Debt Designation (and any amendments thereto) and the Liens granted thereby shall not be affected, impaired or discharged hereby or by the transactions contemplated under this Amendment and # the Liens granted by the Collateral Documents, the Collateral Trust Joinder – Additional Secured Debt and the Additional Secured Debt Designation (including any amendments thereto) shall continue unimpaired and with the same priority to secure repayment of all Obligations, whether heretofore or hereafter incurred.

directly or indirectly, consent to, approve, authorize or otherwise suffer or permit any Debt Facility Amendment that would directly or indirectly have the effect of shortening the maturity of any Indebtedness arising under any of the Note Documents or any Unsecured Debt Facility, or accelerating or adding any requirement for amortization thereof.

Parallel Debt. For the purposes of ensuring the validity and enforceability of any security rights governed by Dutch law,

Subordinate Debt. All principal of and interest on all indebtedness, liabilities, and obligations of [[Organization B:Organization]] to Guarantor (the “Subordinated Debt”) now or hereafter existing, due or to become due to Guarantor, or held or to be held by Guarantor, whether created directly or acquired by assignment or otherwise, and whether evidenced by written instrument or not, shall be expressly subordinated to the Guaranteed Obligations. Until the Guaranty Termination Date, Guarantor agrees not to receive or accept any payment from [[Organization B:Organization]] with respect to the Subordinated Debt at any time an Event of Default or default under any Warehouse Document has occurred and is continuing; and, in the event Guarantor receives any payment on the Subordinated Debt in violation of the foregoing, Guarantor will hold any such payment in trust for [[Organization C:Organization]] and forthwith turn it over to [[Organization C:Organization]] in the form received, to be applied to the Guaranteed Obligations. If Guarantor has executed a separate subordination agreement approved by [[Organization C:Organization]] (“Subordination Agreement”) applicable to the Subordinated Debt, the Subordination Agreement shall control over any inconsistent provision in this Section.