Exhibit 4.1










 



 


MACY’S, INC.,



THE GUARANTORS PARTY HERETO FROM TIME TO TIME



AND



U.S. BANK NATIONAL ASSOCIATION,

as Trustee and Collateral Trustee




8.375% Senior Secured Notes due 2025




 










 



 


 


INDENTURE


 


Dated as of June 8, 2020


 


 















 



 






     


     


    

 


TABLE OF
CONTENTS


 


Page


 




	ARTICLE I 

DEFINITIONS AND INCORPORATION BY REFERENCE
	 
	SECTION 1.1	Definitions	1
	SECTION 1.2	Other Definitions	44
	SECTION 1.3	Rules of Construction	46
	 	 
	ARTICLE II 

THE NOTES
	 
	SECTION 2.1	Form, Dating and Terms	48
	SECTION 2.2	Execution and Authentication	53
	SECTION 2.3	Registrar and Paying Agent	54
	SECTION 2.4	Paying Agent to Hold Money in Trust	54
	SECTION 2.5	Holder Lists	55
	SECTION 2.6	Transfer and Exchange	55
	SECTION 2.7	Form of Certificate to be Delivered in Connection with Transfers to IAIs	57
	SECTION 2.8	Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S	60
	SECTION 2.9	Form of Certificate to be Delivered in Connection with Transfers to AIs	62
	SECTION 2.10	Mutilated, Destroyed, Lost or Stolen Notes	63
	SECTION 2.11	Outstanding Notes	64
	SECTION 2.12	Temporary Notes	64
	SECTION 2.13	Cancellation	64
	SECTION 2.14	Payment of Interest; Defaulted Interest	65
	SECTION 2.15	CUSIP and ISIN Numbers	65
	 	 
	ARTICLE III 

COVENANTS
	 
	SECTION 3.1	Payment of Notes	66
	SECTION 3.2	Limitation on Company Restricted Payments	66
	SECTION 3.3	Limitation on Propco Restricted Payments	70
	SECTION 3.4	Limitation on Amendments to the Master Lease	70
	SECTION 3.5	Limitation on Sales of Assets and Subsidiary Stock	71
	SECTION 3.6	Limitation on Liens	74
	SECTION 3.7	Limitation on Guarantees by Subsidiaries of the Company	75
	SECTION 3.8	Future Guarantees by Propco Subsidiaries	76
	SECTION 3.9	Limitation on Affiliate Transactions	76
	SECTION 3.10	Change of Control	78
	SECTION 3.11	Reports	80
	SECTION 3.12	Maintenance of Office or Agency	82
	SECTION 3.13	After-Acquired Collateral	82
	SECTION 3.14	Compliance Certificate	83
	SECTION 3.15	Further Instruments and Acts	83
	SECTION 3.16	Statement by Officers as to Default	83
	SECTION 3.17	Suspension of Certain Covenants on Achievement of Investment Grade Status	83
	SECTION 3.18 	Limitations on Propco	84
	 	 
	ARTICLE IV 

SUCCESSOR COMPANY; SUCCESSOR PERSON
	 
	SECTION 4.1	Merger and Consolidation	84



 






     


     


    

 


	ARTICLE V 

REDEMPTION OF SECURITIES
	 
	SECTION 5.1	Notices to Trustee	86
	SECTION 5.2	Selection of Notes to Be Redeemed or Purchased	86
	SECTION 5.3	Notice of Redemption	86
	SECTION 5.4	Deposit of Redemption or Purchase Price	87
	SECTION 5.5	Notes Redeemed or Purchased in Part	88
	SECTION 5.6	Optional Redemption	88
	SECTION 5.7	Mandatory Redemption	89
	 	 
	ARTICLE VI 

DEFAULTS AND REMEDIES
	 
	SECTION 6.1	Events of Default	89
	SECTION 6.2	Acceleration	92
	SECTION 6.3	Other Remedies	93
	SECTION 6.4	Waiver of Past Defaults	93
	SECTION 6.5	Control by Majority	93
	SECTION 6.6	Limitation on Suits	94
	SECTION 6.7	Rights of Holders to Receive Payment	94
	SECTION 6.8	Collection Suit by Trustee	94
	SECTION 6.9	Trustee May File Proofs of Claim	94
	SECTION 6.10	Priorities	95
	SECTION 6.11	Undertaking for Costs	95
	 	 
	ARTICLE VII 

TRUSTEE
	 
	SECTION 7.1	Duties of Trustee	95
	SECTION 7.2	Rights of Trustee	96
	SECTION 7.3	Individual Rights of Trustee	98
	SECTION 7.4	Trustee’s Disclaimer	98
	SECTION 7.5	Notice of Defaults	98
	SECTION 7.6	Compensation and Indemnity	99
	SECTION 7.7	Replacement of Trustee	99
	SECTION 7.8	Successor Trustee by Merger	100
	SECTION 7.9	Eligibility; Disqualification	100
	SECTION 7.10	Trustee’s Application for Instruction from the Issuer	100
	SECTION 7.11	Security Documents; Intercreditor Agreements	100
	SECTION 7.12	Limitation on Duty of Trustee in Respect of Collateral; Indemnification	101
	 	 
	ARTICLE VIII 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE
	 
	SECTION 8.1	Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance	101
	SECTION 8.2	Legal Defeasance and Discharge	101
	SECTION 8.3	Covenant Defeasance	102
	SECTION 8.4	Conditions to Legal or Covenant Defeasance	102
	SECTION 8.5	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	103
	SECTION 8.6	Repayment to the Issuer	103
	SECTION 8.7	Reinstatement	104
	 	 
	ARTICLE IX 

AMENDMENTS
	 
	SECTION 9.1	Without Consent of Holders	104
	SECTION 9.2	With Consent of Holders	105
	SECTION 9.3	Revocation and Effect of Consents and Waivers	107
	SECTION 9.4	Notation on or Exchange of Notes	107
	SECTION 9.5	Trustee to Sign Amendments	107



 






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	ARTICLE X 

GUARANTEE
	 
	SECTION 10.1	Guarantee	107
	SECTION 10.2	Limitation on Liability; Termination, Release and Discharge	109
	SECTION 10.3	Right of Contribution	110
	SECTION 10.4	No Subrogation	110
	 	 
	ARTICLE XI

 SATISFACTION AND DISCHARGE
	 
	SECTION 11.1	Satisfaction and Discharge	110
	SECTION 11.2	Application of Trust Money	111
	 	 
	ARTICLE XII 

COLLATERAL
	 
	SECTION 12.1	Security Documents	111
	SECTION 12.2	Release of Collateral	112
	SECTION 12.3	Suits to Protect the Collateral	113
	SECTION 12.4	Authorization of Receipt of Funds by the Trustee Under the Security Documents	113
	SECTION 12.5	Purchaser Protected	113
	SECTION 12.6	Powers Exercisable by Receiver or Trustee	113
	SECTION 12.7	Collateral Trustee	114
	SECTION 12.8	Disposition of Collateral; Collateral Proceeds Account	120
	SECTION 12.9	Insurance	120
	 	 
	ARTICLE XIII 

MISCELLANEOUS
	 
	SECTION 13.1	Notices	121
	SECTION 13.2	Certificate and Opinion as to Conditions Precedent	122
	SECTION 13.3	Statements Required in Certificate or Opinion	123
	SECTION 13.4	When Notes Disregarded	123
	SECTION 13.5	Rules by Trustee, Paying Agent and Registrar	123
	SECTION 13.6	Legal Holidays	123
	SECTION 13.7	Governing Law	123
	SECTION 13.8	Jurisdiction	123
	SECTION 13.9	Waivers of Jury Trial	124
	SECTION 13.10	USA PATRIOT Act	124
	SECTION 13.11	No Recourse Against Others	124
	SECTION 13.12	Successors	124
	SECTION 13.13	Multiple Originals	124
	SECTION 13.14	Table of Contents; Headings	124
	SECTION 13.15	Force Majeure	124
	SECTION 13.16	Severability	124
	SECTION 13.17	Waiver of Immunities	125
	SECTION 13.18	Judgment Currency	125
	SECTION 13.19	Collateral Trust Agreements and Intercreditor Agreements	125
	 	 	 
	EXHIBIT A	Form of Global Restricted Note	 
	EXHIBIT B	Form of Supplemental Indenture to Add Guarantors	 
	EXHIBIT C	Form of Junior Lien Intercreditor Agreement	 
	EXHIBIT D	Form of Parity Lien Intercreditor Agreement	 




 






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INDENTURE dated as
of June 8, 2020, by and between MACY’S, INC., a Delaware corporation (the “Issuer”
or the “Company”), the Guarantors party hereto from time to time and U.S. BANK NATIONAL ASSOCIATION, a national
banking association, as trustee (the “Trustee”) and as collateral trustee
(the “Collateral Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Issuer
has duly authorized the execution and delivery of this Indenture to provide for the issuance of (i) its 8.375% Senior Secured Notes
due 2025 issued on the date hereof (the “Initial Notes”) and (ii) any
additional Notes (“Additional Notes” and, together with the Initial
Notes, the “Notes”) that may be issued after the Issue Date.


 


WHEREAS, all things
necessary (i) to make the Notes, when executed and duly issued by the Issuer and authenticated and delivered hereunder, the
valid obligations of the Issuer, and (ii) to make this Indenture a valid agreement of the Issuer have been done;


 


WHEREAS, the Notes
will be guaranteed on a senior secured basis by each Secured Guarantor and a senior unsecured basis by the Unsecured Guarantor;
and


 


NOW, THEREFORE, in
consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders, as follows:


 


Article
I

DEFINITIONS AND INCORPORATION BY REFERENCE


 


Section
1.1         
Definitions.


 


“Access and
Use Rights Agreement” means that certain Access and Use Rights Agreement, dated as of the Issue Date, by and among Bank
of America, N.A., as administrative agent and collateral agent on behalf of each ABL Secured Party (as defined therein) and the
Collateral Trustee, on behalf of itself and each Other Secured Party (as defined therein), as amended, amended and restated and
otherwise modified pursuant to the terms of this Indenture or the Collateral Trust Agreement, as applicable


 


“Additional
Assets” means:


 


(1)               
any real property (other than Capital Stock) used or to be used by Propco or a Real Estate Subsidiary of Propco (it being
understood that capital expenditures on real property or to replace any real property that is the subject of such Asset Disposition
shall be deemed an investment in Additional Assets);


 


(2)               
the Capital Stock of a Person that owns real property of a similar nature to the Real Property Collateral and has no other
material assets, and that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Propco or a Subsidiary
of Propco; or


 


(3)               
Capital Stock constituting a minority interest in any Person that at such time is a Real Estate Subsidiary of Propco;


 


provided, that any such real property
and Capital Stock are pledged as Collateral securing the Notes; provided further, that for purposes of the calculation of
Applicable Proceeds, any such real property shall be valued at fair market value based on one or more broker opinions of value
from a broker of national standing selected by the Company.


 


“Affiliate”
of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control” when used with
respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and
 “controlled” have meanings correlative to the foregoing.


 






     


     


    

 


“AI”
means an “accredited investor” as described in Rule 501(a)(4) under the Securities Act.


 


“Alternative
Currency” means any currency (other than Dollars) that is a lawful currency (other than Dollars) that is readily
available and freely transferable and convertible into Dollars (as determined in good faith by the Company).


 


“Applicable
Premium” means the greater of (A) 1.0% of the principal amount of such Note and (B) on any redemption date, the
excess (to the extent positive) of:


 


(a)                
the present value at such redemption date of (i) the redemption price of such Note at June 15, 2022 (such redemption price
(expressed in percentage of principal amount) being set forth in the table under Section 5.6(e) (excluding accrued but unpaid
interest, if any)), plus (ii) all required interest payments due on such Note to and including such date set forth in clause (i)
(excluding accrued but unpaid interest, if any), computed upon the redemption date using a discount rate equal to the Applicable
Treasury Rate at such redemption date plus 50 basis points; over


 


(b)               
the outstanding principal amount of such Note; in each case, as calculated by the Issuer or on behalf of the Issuer by such
Person as the Issuer shall designate. The Trustee shall have no duty to calculate or verify the calculations of the Applicable
Premium.


 


“Applicable
Treasury Rate” means the weekly average for each Business Day during the most recent week that has ended at least
two (2) Business Days prior to the redemption date of the yield to maturity at the time of computation of United States Treasury
securities with a constant maturity (as compiled and published in the Federal Reserve Statistical Release H.15 (or, if such statistical
release is not so published or available, any publicly available source of similar market data selected by the Issuer in good faith))
most nearly equal to the period from the redemption date to June 15, 2022; provided, however, that if the period from the redemption
date to June 15, 2022 is not equal to the constant maturity of a United States Treasury security for which a yield is given, the
Applicable Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the yields
of United States Treasury securities for which such yields are given, except that if the period from the redemption date to such
applicable date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to
a constant maturity of one year shall be used.


 


“Asset
Disposition” means:


 


the sale, conveyance,
transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets constituting
Collateral of Propco or any of its Subsidiaries (each referred to in this definition as a “disposition”) other than:


 


(1)               
a disposition by Propco or a Subsidiary of Propco to Propco or a Subsidiary of Propco;


 


(2)               
a disposition of cash, Cash Equivalents or Investment Grade Securities;


 


(3)               
a disposition of inventory, goods or other assets in the ordinary course of business or consistent with past practice;


 


(4)               
transactions permitted under Section 4.1 or a transaction that constitutes a Change of Control;


 


(5)               
an issuance of Capital Stock by a Subsidiary of Propco to Propco or to another Subsidiary of Propco;


 


(6)               
the making of any Permitted Investment;


 






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(7)               
 dispositions in connection with Permitted Liens, Permitted Intercompany Activities, Permitted Tax Restructuring and related
transactions;


 


(8)               
dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of
business or consistent with past practice or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;


 


(9)               
conveyances, sales, transfers, licenses, sublicenses, cross-licenses or other dispositions of intellectual property,
software or other general intangibles and licenses, sublicenses, cross-licenses, leases or subleases of other property, in
each case, in the ordinary course of business or consistent with past practice or pursuant to a research or development agreement
in which the counterparty to such agreement receives a license in the intellectual property or software that result from such agreement;


 


(10)            
the lease, assignment, license, sublease or sublicense of any real or personal property in the ordinary course of business
or consistent with industry practice and, with respect to real property constituting Collateral of Propco or any of its Subsidiaries,
pursuant to the Master Lease;


 


(11)            
(i) foreclosure, condemnation, expropriation, forced disposition or any similar action with respect to any property or other
assets, provided that any net cash proceeds are applied to invest in additional Collateral or an amount equal to the fair
market value of such property or other assets is applied pursuant to Section 3.5; and (ii) the granting of Liens not
prohibited by this Indenture;


 


(12)            
any disposition of Capital Stock of a Subsidiary of Propco pursuant to an agreement or other obligation with or to a Person
(other than Propco or a Subsidiary of Propco) from whom such Subsidiary was acquired, or from whom such Subsidiary acquired its
business and assets (having been newly formed in connection with such acquisition), made as part of such acquisition and in each
case comprising all or a portion of the consideration in respect of such sale or acquisition, provided that any net proceeds
are applied to restore the affected property or to invest in additional Collateral or an amount equal to the fair market value
of such Capital Stock is applied pursuant to Section 3.5;


 


(13)            
any surrender or waiver of contractual rights or the settlement, release, surrender or waiver of contractual, tort, litigation
or other claims of any kind;


 


(14)            
the unwinding of any Cash Management Obligations or Hedging Obligations;


 


(15)            
transfers of property or assets subject to Casualty Events upon receipt of the net proceeds of such Casualty Event, provided
that any net cash proceeds are applied to invest in additional Collateral or an amount equal to the fair market value of such property
or assets is applied pursuant to Section 3.5;


 


(16)            
the disposition of any assets (including Capital Stock) made in connection with the approval of any applicable antitrust
authority or otherwise necessary or advisable in the reasonable determination of the Company to consummate any acquisition permitted
by this Indenture, provided that any net cash proceeds are applied to invest in additional Collateral or an amount equal
to the fair market value of such assets is applied pursuant to Section 3.5;


 


(17)            
conveyance, transfer or other disposition in accordance with the provisions of the Master Lease of any portion of (a) the
real estate owned by any Subsidiary of Propco that is not needed in connection with the Company’s or its Subsidiaries’
operation of the retail store or distribution center, as applicable, then located on the real estate, or (b) any then vacant
improvements not comprising a portion of, or required in connection with the Company’s or its Subsidiaries’ use and
operation of, the retail store or distribution center then located on the real estate, provided, in each case, that any
net cash proceeds are applied to invest in additional Collateral or an amount equal to the fair market value of such real estate
or vacant improvements is applied pursuant to Section 3.5; and


 






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(18)            
 any sale, transfer or other disposition to affect the formation of any Subsidiary of Propco that is a Delaware Divided LLC;
provided that upon formation of such Delaware Divided LLC, such Delaware Divided LLC shall be a Subsidiary of
Propco.


 


In the event that a
transaction (or any portion thereof) meets the criteria of a permitted Asset Disposition and would also be a Permitted Investment,
Propco, in its sole discretion, will be entitled to divide and classify such transaction (or a portion thereof) as an Asset Disposition
and/or one or more of the types of Permitted Investments.


 


“Bankruptcy
Law” means Title 11 of the United States Code or similar federal or state law for the relief of debtors.


 


“Board
of Directors” means (i) with respect to the Company or any corporation, the board of directors or managers, as
applicable, of the corporation, or any duly authorized committee thereof; (ii) with respect to any partnership, the board of directors
or other governing body of the general partner, as applicable, of the partnership or any duly authorized committee thereof; (iii)
with respect to a limited liability company, the managing member or members or any duly authorized controlling committee thereof;
and (iv) with respect to any other Person, the board or any duly authorized committee of such Person serving a similar function.


 


Whenever any provision
requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination or approval
shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether or
not such action or approval is taken as part of a formal board meeting or as a formal board approval). Unless the context requires
otherwise, Board of Directors means the Board of Directors of the Company.


 


“Business
Day” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New
York, United States or in the jurisdiction of the place of payment are authorized or required by law to close. When the payment
of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which
is not a Business Day, the date of such payment or performance shall extend to the immediately succeeding Business Day and such
extension of time shall not be reflected in computing interest or fees, as the case may be.


 


“Business
Successor” means (i) any former Subsidiary of the Company and (ii) any Person that, after the Issue Date, has
acquired, merged or consolidated with a Subsidiary of the Company (that results in such Subsidiary ceasing to be a Subsidiary of
the Company), or acquired (in one transaction or a series of transactions) all or substantially all of the property and assets
or business of a Subsidiary or assets constituting a business unit, line of business or division of a Subsidiary of the Company.


 


“Capital
Stock” of any Person means any and all shares of, rights to purchase or acquire, warrants, options or depositary
receipts for, or other equivalents of, or partnership or other interests in (however designated), equity of such Person, including
any Preferred Stock, but excluding any debt securities convertible into, or exchangeable for, such equity.


 


“Capitalized
Lease Obligations” means an obligation that is required to be classified and accounted for as a capitalized lease
(and, for the avoidance of doubt, not a straight-line or operating lease) for financial reporting purposes in accordance with GAAP.
The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination
thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment
of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty; provided
that all obligations of the Company and its Subsidiaries that are or would be characterized as an operating lease as determined
in accordance with GAAP as in effect on January 1, 2015 (whether or not such operating lease was in effect on such date) shall
continue to be accounted for as an operating lease (and not as a Capitalized Lease Obligation) for purposes of this Indenture regardless
of any change in GAAP following January 1, 2015 (that would otherwise require such obligation to be recharacterized as a Capitalized
Lease Obligation).


 






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“Capitalized
Software Expenditures” means, for any period, the aggregate of all expenditures (whether paid in cash or accrued
as liabilities) by a Person and its Restricted Subsidiaries during such period in respect of licensed or purchased software or
internally developed software and software enhancements that, in conformity with GAAP, are or are required to be reflected as capitalized
costs on the consolidated balance sheet of a Person and its Restricted Subsidiaries.


 


“Cash
Equivalents” means:


 


(1)               
(a) Dollars, Canadian dollars, pounds sterling, yen, euro, any national currency of any member state of the European Union
or any Alternative Currency; or (b) any other foreign currency held by the Company and its Subsidiaries from time to time in the
ordinary course of business or consistent with past practice;


 


(2)               
securities issued or directly and fully guaranteed or insured by the United States, Canadian, United Kingdom or Japanese
governments, a member state of the European Union or, in each case, any agency or instrumentality thereof (provided that the full
faith and credit obligation of such country or such member state is pledged in support thereof), with maturities of 36 months or
less from the date of acquisition;


 


(3)               
certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits, demand deposits or bankers’
acceptances having maturities of not more than two years from the date of acquisition thereof issued by any bank, trust company
or other financial institution (a) whose commercial paper is rated at least “P2” or the equivalent thereof by
S&P or at least “A2” or the equivalent thereof by Moody’s (or, if at the time, neither S&P or Moody’s
is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected
by the Company) or (b) having combined capital and surplus in excess of $100.0 million;


 


(4)               
repurchase obligations for underlying securities of the types described in clauses (2), (3), (7) and (8) entered into with
any Person meeting the qualifications specified in clause (3) above;


 


(5)               
securities with maturities of two years or less from the date of acquisition backed by standby letters of credit issued
by any Person meeting the qualifications in clause (3) above;


 


(6)               
commercial paper and variable or fixed rate notes issued by any Person meeting the qualifications specified in clause (3)
above (or by the parent company thereof) maturing within two years after the date of creation thereof, or if no rating is available
in respect of the commercial paper or variable or fixed rate notes, the issuer of which has an equivalent rating in respect of
its long-term debt;


 


(7)               
marketable short-term money market and similar securities having a rating of at least “P2” or “A2”
from either S&P or Moody’s, respectively (or, if at the time, neither S&P nor Moody’s is rating such obligations,
then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company);


 


(8)               
readily marketable direct obligations issued by any state, province, commonwealth or territory of the United States of America
or any political subdivision, taxing authority or any agency or instrumentality thereof, rated BBB- (or the equivalent) or better
by S&P or Baa3 (or the equivalent) or better by Moody’s (or, if at the time, neither S&P nor Moody’s is rating
such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected by the Company)
with maturities of not more than two years from the date of acquisition;


 


(9)               
readily marketable direct obligations issued by any foreign government or any political subdivision, taxing authority or
agency or instrumentality thereof, with a rating of “BBB-” or higher from S&P or “Baa3” or higher by
Moody’s or the equivalent of such rating by such rating organization (or, if at the time, neither S&P nor Moody’s
is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization selected
by the Company) with maturities of not more than two years from the date of acquisition;


 






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(10)            
 Investments with average maturities of 24 months or less from the date of acquisition in money market funds with a rating
of “A” or higher from S&P or “A2” or higher by Moody’s or the equivalent of such rating by such
rating organization (or, if at the time, neither S&P nor Moody’s is rating such obligations, then a comparable rating
from another Nationally Recognized Statistical Rating Organization selected by the Company);


 


(11)            
with respect to any Foreign Subsidiary: (i) obligations of the national government of the country in which such Foreign
Subsidiary maintains its chief executive office and principal place of business provided such country is a member of the Organization
for Economic Cooperation and Development, in each case maturing within one year after the date of investment therein, (ii) certificates
of deposit of, bankers’ acceptance of, or time deposits with, any commercial bank which is organized and existing under the
laws of the country in which such Foreign Subsidiary maintains its chief executive office and principal place of business provided
such country is a member of the Organization for Economic Cooperation and Development, and whose short-term commercial paper rating
from S&P is at least “P2” or the equivalent thereof or from Moody’s is at least “A2” or the equivalent
thereof (any such bank being an “Approved Foreign Bank”), and in each
case with maturities of not more than 270 days from the date of acquisition and (iii) the equivalent of demand deposit accounts
which are maintained with an Approved Foreign Bank;


 


(12)            
Indebtedness or Preferred Stock issued by Persons with a rating of “A” or higher from S&P or “A2”
or higher by Moody’s or the equivalent of such rating by such rating organization (or, if at the time, neither S&P nor
Moody’s is rating such obligations, then a comparable rating from another Nationally Recognized Statistical Rating Organization
selected by the Company) with maturities of not more than two years from the date of acquisition;


 


(13)            
bills of exchange issued in the United States of America, Canada, the United Kingdom, Japan, a member state of the European
Union eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized equivalent);


 


(14)            
investments in industrial development revenue bonds that (i) “re-set” interest rates not less frequently than
quarterly, (ii) are entitled to the benefit of a remarketing arrangement with an established broker dealer and (iii) are supported
by a direct pay letter of credit covering principal and accrued interest that is issued by any bank meeting the qualifications
specified in clause (3) above; and


 


(15)            
any investment company, money market, enhanced high yield, pooled or other investment fund investing 90% or more of its
assets in instruments of the types specified in the clauses above.


 


In the case of Investments
made in a country outside the United States of America, Cash Equivalents shall also include investments of the type and maturity
described in the clauses above of foreign obligors, which Investments or obligors (or the parents of such obligors) have ratings
described in such clauses or equivalent ratings from comparable foreign rating agencies.


 


Notwithstanding the
foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clause (1) above, provided
that such amounts are converted into any currency listed in clause (1) as promptly as practicable and in any event within ten (10)
Business Days following the receipt of such amounts. For the avoidance of doubt, any items identified as Cash Equivalents under
this definition will be deemed to be Cash Equivalents for all purposes under this Indenture regardless of the treatment of such
items under GAAP.


 


“Cash
Management Obligations” means (1) obligations in respect of any overdraft and related liabilities arising from
treasury, depository, cash pooling arrangements, electronic fund transfer, treasury services and cash management services, including
controlled disbursement services, working capital lines, lines of credit, overdraft facilities, foreign exchange facilities, deposit
and other accounts and merchant services, or other cash management arrangements or any automated clearing house arrangements, (2)
other obligations in respect of netting or setting off arrangements, credit, debit or purchase card programs, stored value card
and similar arrangements and (3) obligations in respect of any other services related, ancillary or complementary to the foregoing
(including any overdraft and related liabilities arising from treasury, depository, cash pooling arrangements and cash management
services, corporate credit and purchasing cards and related programs or any automated clearing house transfers of funds).


 






    -6-


     


    

 


“Casualty
Event” means any taking under power of eminent domain or similar proceeding and any loss due to fire or other
casualty, in each case relating to property or other assets that constituted Collateral in respect of any equipment, assets or
real property (including any improvements thereon).


 


“Change
of Control” means the occurrence of any of the following:


 


(a)                
the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole to any Person other than the Company or one of its Subsidiaries;


 


(b)               
the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is
that any Person becomes the beneficial owner, directly or indirectly, of more than 50% of the then outstanding number of shares
of the Company’s Voting Stock or other Voting Stock into which the Voting Stock of the Company is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares; or


 


(c)                
Propco is not a direct or indirect wholly owned Subsidiary of the Company.


 


Notwithstanding the
foregoing, a transaction shall not be deemed to involve a Change of Control under clause (b) above if (i) the Company
becomes a direct or indirect wholly owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting
Stock of such holding company immediately following that transaction are substantially the same as the holders of the Company’s
Voting Stock immediately prior to that transaction or (B) immediately following that transaction no Person (other than a holding
company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the
Voting Stock of such holding company. The term “Person,” as used in
this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act.


 


Notwithstanding the
preceding or any provision of Section 13d-3 of the Exchange Act, (i) a Person or group shall not be deemed to beneficially
own Voting Stock subject to a stock or asset purchase agreement, merger agreement, option agreement, warrant agreement or similar
agreement (or voting or option or similar agreement related thereto) until the consummation of the acquisition of the Voting Stock
in connection with the transactions contemplated by such agreement, (ii) a Person or group will not be deemed to beneficially
own the Voting Stock of another Person as a result of its ownership of Voting Stock or other securities of such other Person’s
parent entity (or related contractual rights) unless it owns 50% or more of the total voting power of the Voting Stock entitled
to vote for the election of directors of such parent entity having a majority of the aggregate votes on the board of directors
(or similar body) of such parent entity and (iii) the right to acquire Voting Stock (so long as such Person does not have
the right to direct the voting of the Voting Stock subject to such right) or any veto power in connection with the acquisition
or disposition of Voting Stock will not cause a party to be a beneficial owner.


 


“Change
of Control Triggering Event” means the occurrence of a Change of Control and, except in the case of the occurrence
of an event described in clause (c) of the definition of “Change of Control,”
a Rating Event.


 


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


 


“Collateral”
means all properties and assets of Propco and the other Secured Guarantors now owned or hereafter acquired in which Liens have
been granted, or purported to be granted, or required to be granted, to the Collateral Trustee to secure any or all of the Parity
Lien Obligations in accordance with the Security Documents, except:


 


(1)               
any properties and assets in which the Collateral Trustee is required to release its Liens pursuant to Section 7 of the
Collateral Trust Agreement; and


 






    -7-


     


    

 


(2)                any
properties and assets that no longer secure the Notes or any Obligations in respect thereof pursuant to Section
12.2(b);


 


provided that if such Liens are required to be released as a result of the sale, transfer or other disposition
of any properties or assets of Propco or any Secured Guarantor, such assets or properties will cease to be excluded from the
Collateral if Propco or any Secured Guarantor thereafter acquires or reacquires such assets or properties; provided,
further, that the Collateral Trustee’s Liens will attach to the cash proceeds received in respect of any such sale,
transfer or other disposition to the extent provided in the Security Documents and shall be deposited in the Collateral
Proceeds Account to the extent required by Section 12.8.


 


“Collateral
Coverage Ratio” means, as of any date of determination, the ratio of (x) the fair market value of the Original
Collateral (in the case of Real Property Collateral, based on one or more broker opinions of value from a broker of national standing
selected by the Company) to (y) the aggregate principal amount of Indebtedness secured with a Parity Lien on the Collateral
(and, for the avoidance of doubt, excluding any Indebtedness secured by a Lien on the Collateral with junior priority to the Parity
Liens on the Collateral).


 


“Collateral Trust Agreement”
means the Collateral Trust Agreement, dated as of June 8, 2020, by and among the Secured Grantors, the Trustee, the Collateral
Trustee and Additional Parity Representative (as defined therein) from time to time party thereto, if any, as amended, restated,
amended and restated, supplemented or otherwise modified from time to time.


 


“Collateral
Trustee” means U.S. Bank National Association, as collateral trustee for the holders of the Parity Lien Obligations
under the Security Documents and any successor pursuant to the provisions of this Indenture and the Security Documents.


 


“Company”
means Macy’s, Inc., a Delaware corporation, together with its successors and assigns.


 


“Consolidated
Depreciation and Amortization Expense” means, with respect to any Person for any period, the total amount of depreciation
and amortization expense and capitalized fees, including amortization or write-off of (i) intangible assets and non-cash organization
costs, (ii) deferred financing and debt issuance fees, costs and expenses, (iii) capitalized expenditures (including Capitalized
Software Expenditures), customer acquisition costs and incentive payments, media development costs, conversion costs and contract
acquisition costs, the amortization of original issue discount resulting from the issuance of Indebtedness at less than par and
amortization of favorable or unfavorable lease assets or liabilities and (iv) capitalized fees related to any Qualified Securitization
Financing or Receivables Facility, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise
determined in accordance with GAAP and any write down of assets or asset value carried on the balance sheet.


 


“Consolidated
EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such
period:


 


(1)               
increased (without duplication) by:


 


(a)                
Fixed Charges of such Person for such period (including (w) non-cash rent expense, (x) net losses or any obligations
on any Hedging Obligations or other derivative instruments, (y) bank, letter of credit and other financing fees and (z) costs
of surety bonds in connection with financing activities, plus amounts excluded from the definition of “Consolidated
Interest Expense” and any non-cash interest expense), to the extent deducted (and not added back) in computing
Consolidated Net Income; plus


 


(b)               
 (x) provision for taxes based on income, profits, revenue or capital, including federal, foreign, state, provincial, territorial,
local, unitary, excise, property, franchise, value added and similar taxes and withholding taxes (including any future taxes or
other levies which replace or are intended to be in lieu of such taxes and any penalties and interest related to such taxes or
arising from tax examinations) and similar taxes of such Person paid or accrued during such period (including in respect of repatriated
funds), (y) any distributions made to a Parent Entity with respect to the foregoing and (z) the net tax expense associated
with any adjustments made pursuant to the definition of “Consolidated Net Income”
in each case, to the extent deducted and (not added back) in computing Consolidated Net Income; plus


 






    -8-


     


    

 


(c)                
 Consolidated Depreciation and Amortization Expense of such Person for such period to the extent deducted (and not added
back) in computing Consolidated Net Income; plus


 


(d)               
any fees, costs, expenses or charges (other than Consolidated Depreciation and Amortization Expense) related to any actual,
proposed or contemplated Equity Offering, Permitted Investment, Restricted Payment, acquisition, disposition, recapitalization
or the incurrence of Indebtedness or Lien permitted to be incurred by this Indenture (including a refinancing thereof) (whether
or not successful and including any such transaction consummated prior to the Issue Date), including (i) such fees, expenses
or charges (including rating agency fees, consulting fees and other related expenses and/or letter of credit or similar fees) related
to the offering or incurrence of, or ongoing administration, of the Notes, any Credit Facilities, any Securitization Fees and the
Transactions, including Transaction Expenses, and (ii) any amendment, waiver or other modification of the Notes, Receivables
Facilities, Securitization Facilities, any other Credit Facilities, any Securitization Fees, any other Indebtedness or any Equity
Offering, in each case, whether or not consummated, to the extent deducted (and not added back) in computing Consolidated Net Income;
plus


 


(e)                
(i) the amount of any restructuring charge, accrual, reserve (and adjustments to existing reserves) or expense, integration
cost, inventory optimization programs or other business optimization expense or cost (including charges directly related to the
implementation of cost-savings initiatives and tax restructurings) that is deducted (and not added back) in such period in
computing Consolidated Net Income, including any costs incurred in connection with acquisitions or divestitures after the Issue
Date, any severance, retention, signing bonuses, relocation, recruiting and other employee related costs, costs in respect of strategic
initiatives and curtailments or modifications to pension and post-retirement employment benefit plans (including any settlement
of pension liabilities), systems development and establishment costs, operational and reporting systems, technology initiatives,
contract termination costs, future lease commitments and costs related to the opening and closure and/or consolidation of facilities
(including severance, rent termination, moving and legal costs) and to exiting lines of business and consulting fees incurred with
any of the foregoing and (ii) fees, costs and expenses associated with acquisition related litigation and settlements thereof;
plus


 


(f)                 
any other non-cash charges, write-downs, expenses, losses or items reducing Consolidated Net Income for such period
including (i) non-cash losses on the sale of assets and any write-offs or write-downs, deferred revenue or impairment
charges, (ii) impairment charges, amortization (or write offs) of financing costs (including debt discount, debt issuance
costs and commissions and other fees associated with Indebtedness, including the Notes) of such Person and its Subsidiaries and/or
(iii) the impact of acquisition method accounting adjustment and any non-cash write-up, write-down or write-off
with respect to re-valuing assets and liabilities in connection with the Transactions or any Investment, deferred revenue or
any effects of adjustments resulting from the application of purchase accounting, purchase price accounting (including any step-up
in inventory and loss of profit on the acquired inventory) (provided that if any such non-cash charge, write-down,
expense, loss or item represents an accrual or reserve for potential cash items in any future period, (A) the Company may
elect not to add back such non-cash charge, expense or loss in the current period and (B) to the extent the Company elects
to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Consolidated
EBITDA when paid), or other items classified by the Company as special items less other non-cash items of income increasing
Consolidated Net Income (excluding any amortization of a prepaid cash item that was paid in a prior period or such non-cash
item of income to the extent it represents a receipt of cash in any future period); plus


 


(g)                the
amount of pro forma “run rate” cost savings (including cost savings with respect to salary, benefit and other
direct savings resulting from workforce reductions and facility, benefit and insurance savings and any savings expected to
result from the reduction of a public target’s Public Company Costs), operating expense reductions, other operating
improvements (including the entry into material contracts or arrangements), revenue enhancements, and initiatives and
synergies (it is understood and agreed that “run rate” means the full recurring benefit for a period that is
associated with any action taken, committed to be taken or expected to be taken, net of the amount of actual benefits
realized during such period form such actions) projected by the Company in good faith to be reasonably anticipated to be
realizable or a plan for realization shall have been established within 36 months of the date thereof (including from
any actions taken in whole or in part prior to such date), which will be added to Consolidated EBITDA as so projected until
fully realized and calculated on a pro forma basis as though such cost savings (including cost savings with respect to
salary, benefit and other direct savings resulting from workforce reductions and facility, benefit and insurance savings and
any savings expected to result from the reduction of a public target’s Public Company Costs), operating expense
reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period, net
of the amount of actual benefits realized prior to or during such period from such actions; plus


 






    -9-


     


    

 


(h)               
any costs or expenses incurred by the Company or a Subsidiary or a Parent Entity pursuant to any management equity plan,
stock option plan, phantom equity plan, profits interests or any other management, employee benefit or other compensatory plan
or agreement (and any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription
or equityholder agreement, and any costs or expenses in connection with the roll-over, acceleration or payout of Capital Stock
held by management, to the extent that such costs or expenses are non-cash or otherwise funded with cash proceeds contributed to
the capital of the Company or net cash proceeds of an issuance of Capital Stock (other than Disqualified Stock) of the Company;
plus


 


(i)                 
rent expense as determined in accordance with GAAP not actually paid in cash during such period (net of rent expense paid
in cash during such period over and above rent expense as determined in accordance with GAAP); plus


 


(j)                 
losses, charges and expenses related to the pre-opening and opening of new stores, and start-up period prior to
opening, that are operated, or to be operated, by the Company or any Subsidiary; plus


 


(k)               
without duplication of amounts already included in the calculation of Consolidated EBITDA, for the first 18 months
following a new store opening, an annualized amount for the most recent four consecutive fiscal quarters ending immediately prior
to such date of determination based on the greater of (x) actual Consolidated EBITDA attributable to such new store for each
month such new store is in operation and (y) the 24-month average Consolidated EBITDA for all similar stores that have
been in operation for a period of at least 24 months (as reasonably determined by the Company); plus


 


(l)                 
losses, charges and expenses related to a new facility until the date that is 24 months after the date of commencement
of construction or the date of acquisition thereof, as the case may be; plus


 


(m)              
cash receipts (or any netting arrangements resulting in reduced cash expenditures) not representing Consolidated EBITDA
or Consolidated Net Income in any period to the extent non-cash gains relating to such income were deducted in the calculation
of Consolidated EBITDA pursuant to clause (2) below for any previous period and not added back; plus


 


(n)               
any net loss included in the Consolidated Net Income attributable to non-controlling or minority interests pursuant to the
application of Accounting Standards Codification Topic 810-10-45; plus


 


(o)               
the amount of any non-controlling or minority interest expense consisting of Subsidiary income attributable to non-controlling
or minority equity interests of third parties in any non-wholly owned Subsidiary; plus


 


(p)               
unrealized or realized foreign exchange losses resulting from the impact of foreign currency changes; plus


 


(q)               
with respect to any joint venture, an amount equal to the proportion of those items described in clauses (b) and (c) above
relating to such joint venture corresponding to the Company’s and its Subsidiaries’ proportionate share of such joint
venture’s Consolidated Net Income (determined as if such joint venture were a Subsidiary) to the extent deducted (and not
added back) in computing Consolidated Net Income; plus


 


(r)                  the
amount of any costs or expenses relating to payments made to stock appreciation or similar rights, stock option, restricted
stock, phantom equity, profits interests or other interests or rights holders of the Company or any of its Subsidiaries or
any Parent Entity in connection with, or as a result of, any distribution being made to equityholders of such Person or any
of its Subsidiaries or any Parent Entities, which payments are being made to compensate such holders as though they were
equityholders at the time of, and entitled to share in, such distribution; plus


 






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(s)                
adjustments of the nature or type used in connection with the calculation of “Adjusted EBITDA” as set forth
in footnote (1) of “Summary Historical Consolidated Financial Information” contained in the Offering Memorandum;
and (2) decreased (without duplication) by non-cash gains increasing Consolidated Net Income of such Person for such period, excluding
any non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced Consolidated
EBITDA in any prior period (other than non-cash gains relating to the application of Accounting Standards Codification Topic 840—Leases).


 


“Consolidated
Interest Expense” means, with respect to any Person for any period, without duplication, the sum of:


 


(1)               
consolidated interest expense of such Person and its Subsidiaries for such period, to the extent such expense was deducted
(and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount or premium
resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and charges owed
with respect to letters of credit or bankers acceptances, (c) non-cash interest payments (but excluding any non-cash interest
expense attributable to the movement in mark-to-market valuation of any Hedging Obligations or other derivative instruments pursuant
to GAAP), (d) the interest component of Capitalized Lease Obligations, and (e) net payments, if any made (less net payments,
if any, received), pursuant to interest rate Hedging Obligations with respect to Indebtedness, and excluding (i) Securitization
Fees, (ii) penalties and interest relating to taxes, (iii) annual agency or similar fees paid to the administrative agents,
collateral agents and other agents under any Credit Facility, (iv) any additional interest or liquidated damages owing pursuant
to any registration rights obligations, (v) costs associated with obtaining Hedging Obligations, (vi) accretion or accrual
of discounted liabilities other than Indebtedness, (vii) any expense resulting from the discounting of any Indebtedness in
connection with the application of recapitalization accounting or purchase accounting in connection with the Transactions or any
acquisition, (viii) amortization, expensing or write-off of deferred financing fees, amendment and consent fees, debt issuance
costs, debt discount or premium, terminated hedging obligations and other commissions, fees and expenses, discounted liabilities,
original issue discount and any other amounts of non-cash interest and, adjusted to the extent included, to exclude any refunds
or similar credits received in connection with the purchasing or procurement of goods or services under any purchasing card or
similar program, (ix) any expensing of bridge, arrangement, structuring, commitment, agency, consent and other financing fees
and any other fees related to the Transactions or any acquisitions after the Issue Date, (x) any accretion of accrued interest
on discounted liabilities and any prepayment, make-whole or breakage premium, penalty or cost, (xi) interest expense with
respect to Indebtedness of any direct or indirect parent of such Person resulting from push-down accounting) and (xii) any lease,
rental or other expense in connection with a Non-Financing Lease Obligations); plus


 


(2)               
consolidated capitalized interest of such Person and its Subsidiaries for such period, whether paid or accrued; less


 


(3)               
interest income for such period.


 


For purposes of this
definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by such
Person to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.


 


“Consolidated
Net Income” means, with respect to any Person for any period, the net income (loss) of such Person and its Subsidiaries
for such period determined on a consolidated basis in accordance with GAAP and before any reduction in respect of Preferred Stock
dividends; provided, however, that there will not be included in such Consolidated Net Income:


 


(1)                any
net income (loss) of any Person if such Person is not a Subsidiary (including any net income (loss) from investments recorded
in such Person under the equity method of accounting), except that the Company’s equity in the net income of any such
Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash
Equivalents actually distributed (or to the extent converted into cash or Cash Equivalents) or that (as determined by the
Company in its reasonable discretion) could have been distributed by such Person during such period to the Company or a
Subsidiary as a dividend or other distribution or return on investment;


 






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(2)               
solely for the purpose of determining the amount available for Restricted Payments under Section 3.2(a)(B)(1) hereof,
any net income (loss) of any Subsidiary (other than the Guarantors) if such Subsidiary is subject to restrictions, directly or
indirectly, on the payment of dividends or the making of distributions by such Subsidiary, directly or indirectly, to the Company
or a Guarantor by operation of the terms of such Subsidiary’s articles, charter or any agreement, instrument, judgment, decree,
order, statute or governmental rule or regulation applicable to such Subsidiary or its stockholders (other than (a) restrictions
that have been waived or otherwise released (or such Person reasonably believes such restriction could be waived or released and
is using commercially reasonable efforts to pursue such waiver or release) and (b) restrictions pursuant to the Notes, this
Indenture, or other similar indebtedness, except that the Company’s equity in the net income of any such Subsidiary for such
period will be included in such Consolidated Net Income up to the aggregate amount of cash or Cash Equivalents actually distributed
(or to the extent converted, or having the ability to be converted, into cash or Cash Equivalents) or that could have been distributed
by such Subsidiary during such period to the Company or another Subsidiary as a dividend or other distribution (subject, in the
case of a dividend to another Subsidiary, to the limitation contained in this clause);


 


(3)               
any gain (or loss) (a) in respect of facilities no longer used or useful in the conduct of the business of the Company
or its Subsidiaries, abandoned, closed, disposed or discontinued operations, (b) on disposal, abandonment or discontinuance of
disposed, abandoned, closed or discontinued operations, and (c) attributable to asset dispositions, abandonments, sales or
other dispositions of any asset (including pursuant to any Sale and Leaseback Transaction) or the designation of an Unrestricted
Subsidiary other than in the ordinary course of business;


 


(4)               
(a) any extraordinary, exceptional, unusual, infrequently occurring or nonrecurring loss, charge or expense, Transaction
Expenses, restructuring and duplicative running costs, restructuring charges or reserves (whether or not classified as restructuring
expense on the consolidated financial statements), relocation costs, start-up or initial costs for any project or new production
line, division or new line of business, integration and facilities’ or bases’ opening costs, facility consolidation
and closing costs, severance costs and expenses, one-time charges (including compensation charges), payments made pursuant
to the terms of change in control agreements that the Company or a Subsidiary had entered into with employees of the Company or
a Subsidiary, signing, retention and completion bonuses (including management bonus pools), recruiting costs, costs incurred in
connection with any strategic or cost savings initiatives, transition costs, contract terminations, litigation and arbitration
fees, costs and charges (including settlements), expenses in connection with one-time rate changes, costs incurred with acquisitions,
investments and dispositions (including travel and out-of-pocket costs, human resources costs (including relocation bonuses),
management transition costs, advertising costs, non-recurring product and intellectual property development costs or reserves
(including costs and expenses relating to business optimization programs and new systems design and costs or reserves associated
with improvements to IT and accounting functions), retention charges (including charges or expenses in respect of incentive plans),
system establishment costs and implementation costs) and operating expenses attributable to the implementation of strategic or
cost-savings initiatives, and, curtailments or modifications to pension and post-retirement employee benefit plans (including
any settlement of pension liabilities and charges resulting from changes in estimates, valuations and judgments) and professional,
legal, accounting, consulting and other service fees incurred with any of the foregoing and (b) any charge, expense, cost,
accrual or reserve of any kind associated with acquisition related litigation and settlements thereof;


 


(5)               
(a) at the election of the Company with respect to any quarterly period, the cumulative effect of a change in law, regulation
or accounting principles and changes as a result of the adoption or modification of accounting policies, (b) subject to the
last paragraph of the definition of “GAAP,” the cumulative effect of a change in accounting principles and changes
as a result of the adoption or modification of accounting policies during such period (including any impact resulting from an election
by the Company to apply IFRS or other Accounting Changes) and (c) any costs, charges, losses, fees or expenses in connection
with the implementation or tracking of such changes or modifications specified in the foregoing clauses (a) and (b);


 






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(6)               
 (a) any equity-based or non-cash compensation or similar charge, cost or expense or reduction of revenue, including any
such charge, cost, expense or reduction arising from any grant of stock, stock appreciation or similar rights, stock options, restricted
stock, phantom equity, profits interests or other interests, or other rights or equity- or equity based incentive programs (“equity
incentives”), any income (loss) associated with the equity incentives or other long-term incentive compensation plans
(including under deferred compensation arrangements of the Company or any Parent Entity or Subsidiary and any positive investment
income with respect to funded deferred compensation account balances), roll-over, acceleration or payout of Capital Stock by employees,
directors, officers, managers, contractors, consultants, advisors or business partners (or their respective Controlled Investment
Affiliates or Immediate Family Members) of the Company or any Parent Entity or Subsidiary, and any cash awards granted to employees
of the Company and its Subsidiaries in replacement for forfeited awards, (b) any non-cash losses realized in such period in connection
with adjustments to any employee benefit plan due to changes in estimates, actuarial assumptions, valuations, studies or judgments
or non-cash compensation expense resulting from the application of Accounting Standards Codification Topic 718, Compensation—Stock
Compensation and (c) any net pension or post-employment benefit costs representing amortization of unrecognized prior service costs,
actuarial losses, amortization of such amounts arising in prior periods, amortization of the unrecognized obligation (and loss
or cost) existing at the date of initial application of Statement of Financial Accounting Standards No. 87, 106 and 112, and any
other item of a similar nature;


 


(7)               
any income (loss) from the extinguishment, conversion or cancellation of Indebtedness, Hedging Obligations or other derivative
instruments (including deferred financing costs written off, premiums paid or other expenses incurred);


 


(8)               
any unrealized or realized gains or losses in respect of any Hedging Obligations or any ineffectiveness recognized in earnings
related to hedge transactions or the fair value of changes therein recognized in earnings for derivatives that do not qualify as
hedge transactions;


 


(9)               
any fees, losses, costs, expenses or charges incurred during such period (including any transaction, retention bonus or
similar payment), or any amortization thereof for such period, in connection with (a) any acquisition, recapitalization, Investment,
Asset Disposition, disposition, issuance or repayment of Indebtedness (including such fees, expense or charges related to the offering,
issuance and rating of the Notes, other securities and any Credit Facilities), issuance of Capital Stock, refinancing transaction
or amendment or modification of any debt instrument (including any amendment or other modification of the Notes, other securities
and any Credit Facilities), in each case, including the Transactions, any such transaction consummated on, prior to or after the
Issue Date and any such transaction undertaken but not completed, and any charges or non-recurring merger costs incurred during
such period as a result of any such transaction, in each case whether or not successful (including, for avoidance of doubt, the
effects of expensing all transaction-related expenses in accordance with Accounting Standards Codification Topic 805—Business
Combinations and any adjustments resulting from the application of Accounting Standards Codification Topic 460—Guarantees
or any related pronouncements) and (b) complying with the requirements under, or making elections permitted by, the documentation
governing any Indebtedness;


 


(10)            
any unrealized or realized gain or loss resulting in such period from currency translation increases or decreases or transaction
gains or losses, including those related to currency remeasurements of Indebtedness (including any net loss or gain resulting from
Hedging Obligations for currency risk), intercompany balances, other balance sheet items, Hedging Obligations or other obligations
of the Company or any Subsidiary owing to the Company or any Subsidiary and any other realized or unrealized foreign exchange gains
or losses relating to the translation of assets and liabilities denominated in foreign currencies;


 


(11)            
any unrealized or realized income (loss) or non-cash expense attributable to movement in mark-to-market valuation of foreign
currencies, Indebtedness or derivative instruments pursuant to GAAP;


 


(12)             effects
of adjustments (including the effects of such adjustments pushed down to such Person and its Subsidiaries) in such
Person’s consolidated financial statements pursuant to GAAP and related pronouncements, including in the inventory
(including any impact of changes to inventory valuation policy methods, including changes in capitalization of variances),
property and equipment, software, loans, leases, goodwill, intangible assets, in-process research and development, deferred
revenue (including deferred costs related thereto and deferred rent) and debt line items thereof, resulting from the
application of acquisition method accounting, recapitalization accounting or purchase accounting, as the case may be, in
relation to the Transactions or any consummated acquisition (by merger, consolidation, amalgamation or otherwise), joint
venture investment or other Investment or the amortization or write-off or write-down of any amounts thereof;


 






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(13)            
any impairment charge, write-off or write-down, including impairment charges, write-offs or write-downs related to intangible
assets, long-lived assets, goodwill, investments in debt or equity securities (including any losses with respect to the foregoing
in bankruptcy, insolvency or similar proceedings) and investments recorded using the equity method or as a result of a change in
law or regulation and the amortization of intangibles arising pursuant to GAAP;


 


(14)            
(a) accruals and reserves (including contingent liabilities) that are established or adjusted in connection with the
Transactions or within 24 months after the closing of any acquisition or disposition that are so required to be established or
adjusted as a result of such acquisition or disposition in accordance with GAAP, or changes as a result of adoption or modification
of accounting policies and (b) earn-out, non-compete and contingent consideration obligations (including to the extent accounted
for as bonuses or otherwise) and adjustments thereof and purchase price adjustments;


 


(15)            
any income (loss) related to any realized or unrealized gains and losses resulting from Hedging Obligations or embedded
derivatives that require similar accounting treatment (including embedded derivatives in customer contracts), and the application
of Accounting Standards Codification Topic 815—Derivatives and Hedging and its related pronouncements or mark to market movement
of other financial instruments pursuant to Accounting Standards Codification Topic 825—Financial Instruments, or the equivalent
accounting standard under GAAP or an alternative basis of accounting applied in lieu of GAAP;


 


(16)            
any non-cash expenses, accruals or reserves related to adjustments to historical tax exposures and any deferred tax expense
associated with tax deductions or net operating losses arising as a result of the Transactions, or the release of any valuation
allowances related to such item;


 


(17)            
the amount of (x) Board of Director (or equivalent thereof) fees and indemnities, costs and expenses paid or accrued
in such period to (or on behalf of) to any member of the Board of Directors (or the equivalent thereof) of the Company, any of
its Subsidiaries and (y) payments made to option holders of the Company or any Parent Entity in connection with, or as a result
of, any distribution being made to equityholders of such Person or its Parent Entity, which payments are being made to compensate
such option holders as though they were equityholders at the time of, and entitled to share in, such distribution, including any
cash consideration for any repurchase of equity;


 


(18)            
the amount of loss or discount on sale of Securitization Assets, Receivables Assets and related assets in connection with
a Qualified Securitization Financing or Receivables Facility; and


 


(19)            
at the election of the Company with respect to any quarterly period, effects of adjustments to accruals and reserves during
a period relating to any change in the methodology of calculating reserves for returns, rebates and other chargebacks (including
government program rebates).


 


In addition, to the
extent not already excluded (or included, as applicable) from the Consolidated Net Income of such Person and its Subsidiaries,
notwithstanding anything to the contrary in the foregoing, Consolidated Net Income shall be increased by the amount of: (i) any
expenses, charges or losses that are reimbursed by indemnification or other reimbursement provisions in connection with any investment
or any sale, conveyance, transfer or other disposition of assets permitted hereunder, or, so long as the Company has made a determination
that there exists reasonable evidence that such amount will in fact be reimbursed and only to the extent that such amount is in
fact reimbursed within 365 days of the date of such evidence (net of any amount so added back in a prior period to the extent
not so reimbursed within the applicable 365-day period) and (ii) to the extent covered by insurance (including business
interruption insurance) and actually reimbursed, or, so long as the Company has made a determination that there exists reasonable
evidence that such amount will in fact be reimbursed by the insurer within 365 days of the date of such evidence (net of any
amount so added back in a prior period to the extent not so reimbursed within the applicable 365-day period), expenses, charges
or losses with respect to liability or Casualty Events or business interruption.


 






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“Consolidated
Total Indebtedness” means, as of any date of determination, an amount equal to (a) the aggregate principal
amount of outstanding Indebtedness for borrowed money (excluding Indebtedness with respect to Cash Management Obligations and intercompany
Indebtedness plus (b) the aggregate principal amount of Capitalized Lease Obligations and unreimbursed drawings under letters
of credit of the Company and its Subsidiaries outstanding on such date (provided that any unreimbursed amount under commercial
letters of credit shall not be counted as Consolidated Total Indebtedness until five Business Days after such amount is drawn),
minus (c) the aggregate amount of cash and Cash Equivalents included on the consolidated balance sheet of the Company and
its Subsidiaries as of the end of the most recent fiscal period for which consolidated financial statements are available (which
may be internal financial statements) (provided that the cash proceeds of any proposed incurrence of Indebtedness shall
not be included in this clause (c) for purposes of calculating the Consolidated Total Leverage Ratio), with such pro forma
adjustments as are consistent with the pro forma adjustments set forth under Section 1.3. For the avoidance of doubt, Consolidated
Total Indebtedness shall exclude Indebtedness in respect of any Receivables Facility or Securitization Facility.


 


“Consolidated
Total Leverage Ratio” means, as of any date of determination, the ratio of (x) Consolidated Total Indebtedness
as of such date to (y) LTM EBITDA.


 


“Contingent
Obligations” means, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether
directly or indirectly, any Non-Financing Lease Obligation, dividend or other obligation that does not constitute Indebtedness
(“primary obligations”) of any other Person (the “primary obligor”), including any obligation
of such Person, whether or not contingent:


 


(1)               
to purchase any such primary obligation or any property constituting direct or indirect security therefor;


 


(2)               
to advance or supply funds:


 


(a)                
for the purchase or payment of any such primary obligation; or


 


(b)               
to maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency
of the primary obligor; or


 


(3)               
to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation
of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.


 


“Controlled
Investment Affiliate” means, as to any Person, any other Person, which directly or indirectly is in control of,
is controlled by, or is under common control with such Person and is organized by such Person (or any Person controlling such Person)
primarily for making direct or indirect equity or debt investments in the Company and/or other companies.


 


“Corporate
Trust Office” means (i) with respect to the Trustee, the principal office of the Trustee at which at any particular time
its corporate trust business shall be administered, which office as of the date hereof (x) solely for purposes of surrender for
registration of transfer or exchange or for presentation for payment or repurchase or for conversion is located at 111 Fillmore
Avenue, St. Paul, MN 55107, Attention: Macy’s, Inc., and (y) for all other purposes is located at One Federal Street, Boston,
MA 02110, Attention: Macy’s, Inc. – Carolina D. Altomare, or such other office as the Trustee may from time to time
designate in writing to the Company and the Holders or (ii) the designated corporate trust office of any successor trustee (or
such other address as such successor trustee may designate from time to time by notice to the Holders and the Company).


 


“Credit Facility”
means, with respect to the Company or any of its Subsidiaries, one or more debt facilities, indentures or other arrangements (including
commercial paper facilities and overdraft facilities) with banks, other financial institutions or investors providing for revolving
credit loans, term loans, notes, receivables financing (including through the sale of receivables to such institutions or to special
purpose entities formed to borrow from such institutions against such receivables), letters of credit or other Indebtedness, in
each case, as amended, restated, modified, renewed, refunded, replaced, restructured, refinanced, repaid, increased or extended
in whole or in part from time to time (and whether in whole or in part and whether or not with the original administrative agent
and lenders or another administrative agent or agents or other banks or institutions and whether provided under one or more credit
or other agreements, indentures, financing agreements or otherwise) and in each case including all agreements, instruments and
documents executed and delivered pursuant to or in connection with the foregoing (including any notes and letters of credit issued
pursuant thereto and any Guarantee and collateral agreement, patent and trademark security agreement, mortgages or letter of credit
applications and other Guarantees, pledges, agreements, security agreements and collateral documents). Without limiting the generality
of the foregoing, the term “Credit Facility” shall include any agreement or instrument (1) changing the maturity
of any Indebtedness incurred thereunder or contemplated thereby, (2) adding Subsidiaries of the Company as additional borrowers
or guarantors thereunder, (3) increasing the amount of Indebtedness incurred thereunder or available to be borrowed thereunder
or (4) otherwise altering the terms and conditions thereof.


 






    -15-


     


    

 



 


“Custodian”
means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.


 


“Default”
means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default; provided
that any Default that results solely from the taking of an action that would have been permitted but for the continuation of a
previous Default will be deemed to be cured if such previous Default is cured prior to becoming an Event of Default.


 


“Delaware
Divided LLC” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC
Division.


 


“Delaware LLC”
means any limited liability company organized or formed under the laws of the State of Delaware.


 


“Delaware LLC
Division” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to
Section 18-217 of the Delaware Limited Liability Company Act.


 


“Derivative
Instrument” with respect to a Person, means any contract, instrument or other right to receive payment or delivery
of cash or other assets to which such Person or any Affiliate of such Person that is acting in concert with such Person in connection
with such Person’s investment in the Notes (other than a Screened Affiliate) is a party (whether or not requiring further
performance by such Person), the value and/or cash flows of which (or any material portion thereof) are materially affected by
the value and/or performance of the Notes and/or the creditworthiness of the Company and/or any one or more of the Guarantors (the
 “Performance References”).


 


“Definitive
Notes” means certificated Notes.


 


“Depositary”
means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.3
hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having
become such pursuant to the applicable provisions of this Indenture.


 


“Designated
Non-Cash Consideration” means the fair market value (as determined in good faith by the Company) of non-cash consideration
received by Propco or any Subsidiary of Propco in connection with an Asset Disposition that is so designated as Designated Non-Cash
Consideration pursuant to an Officer’s Certificate, setting forth the basis of such valuation, less the amount of cash or
Cash Equivalents received in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated
Non-Cash Consideration. A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when
and to the extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section
3.5 hereof.


 


“Designated
Preferred Stock” means Preferred Stock of the Company (other than Disqualified Stock) that is issued
for cash (other than to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established
by the Company or any such Subsidiary for the benefit of their employees to the extent funded by the Company or such
Subsidiary) and that is designated as “Designated Preferred
Stock” pursuant to an Officer’s Certificate of the Company at or prior to the issuance thereof, the
net cash proceeds of which are excluded from the calculation set forth in Section 3.2(a)(B)(3) hereof.


 






    -16-


     


    

 


“Discharge
of Parity Lien Obligations” means the occurrence of all of the following:


 


(1)               
termination or expiration of all commitments to extend credit that would constitute Parity Lien Debt;


 


(2)               
with respect to each Series of Parity Lien Debt, either (x) payment in full in cash of the principal of and interest
and premium (if any) on all Parity Lien Debt of such Series or (y) there has been a legal defeasance or covenant defeasance
pursuant to the terms of the applicable Parity Lien Debt Documents for such Series of Parity Lien Debt; and


 


(3)               
payment in full in cash of all other Parity Lien Obligations that are outstanding and unpaid at the time the Parity Lien
Debt is paid in full in cash or, in the case of such other Parity Lien Obligations which constitute Hedging Obligations, the cash
collateralization of all such Hedging Obligations on terms satisfactory to each applicable counterparty, and the expiration or
termination of all outstanding transactions under the relevant hedging agreements (in each case, other than any obligations for
taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment
has been made at such time);


 


provided, however, that if, at any
time after the Discharge of Parity Lien Obligations has occurred, the Company thereafter enters into any Parity Lien Document evidencing
Parity Lien Debt the incurrence of which is not prohibited by any applicable Parity Lien Debt Document, then such Discharge of
Parity Lien Obligations shall automatically be deemed not to have occurred for all purposes of this Indenture and the Collateral
Trust Agreement and the Parity Lien Intercreditor Agreement, if any, with respect to such new Parity Lien Debt (other than with
respect to any actions taken as a result of the occurrence of such first Discharge of Parity Lien Obligations), and, from and after
the date on which the Company designates such Funded Debt as Parity Lien Debt in an Officer’s Certificate in the form required
under the Collateral Trust Agreement delivered to each Parity Lien Representative and the Collateral Trustee, the Obligations under
such Parity Lien Document shall automatically and without any further action be treated as Parity Lien Obligations for all purposes
of this Indenture and the Collateral Trust Agreement and the Parity Lien Intercreditor Agreement, if any, including for purposes
of the Lien priorities and rights in respect of Collateral set forth in this Indenture and the Collateral Trust Agreement and the
Parity Lien Intercreditor Agreement, if any.


 


“Disinterested
Director” means, with respect to any Affiliate Transaction, a member of the Board of Directors having no material
direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors shall
be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of the Company or any options,
warrants or other rights in respect of such Capital Stock.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:


 


(1)               
matures or is mandatorily redeemable for cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise;
or


 


(2)                is
or may become (in accordance with its terms) upon the occurrence of certain events or otherwise redeemable or repurchasable
for cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in whole or in part, in each case
on or prior to the earlier of (a) the Stated Maturity of the Notes or (b) the date on which there are no Notes
outstanding; provided, however, that (i) only the portion of Capital Stock which so matures or is
mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to
such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would constitute Disqualified Stock
solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence
of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock if any such
redemption or repurchase obligation is subject to compliance by the relevant Person with Section 3.2 hereof; provided,
however, that if such Capital Stock is issued to any future, current or former employee, director, officer, manager,
contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of the
Company, any of its Subsidiaries or any other entity in which the Company or a Subsidiary has an Investment and is designated
in good faith as an “affiliate” by the Board of Directors (or the compensation committee thereof) or any other
plan for the benefit of current, former or future employees (or their respective Controlled Investment Affiliates or
Immediate Family Members) of the Company or its Subsidiaries or by any such plan to such employees (or their respective
Controlled Investment Affiliates or Immediate Family Members), such Capital Stock shall not constitute Disqualified Stock
solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable
statutory or regulatory obligations.


 






    -17-


     


    

 


“Distribution
Center Collateral” means each mortgaged property described under “Description
of Property—Distribution Centers” in the Offering Memorandum constituting Collateral and any other properties
or assets constituting, part of or related to a distribution center that become Collateral in accordance with the Security Documents.


 


“Dollars”
or “$” means the lawful currency of the United States of America.


 


“DTC”
means The Depository Trust Company or any successor securities clearing agency.


 


“Equity
Offering” means (x) a sale of Capital Stock (other than through the issuance of Disqualified Stock or Designated
Preferred Stock or through an Excluded Contribution) other than (a) offerings registered on Form S-8 (or any successor form) under
the Securities Act or any similar offering in other jurisdictions or other securities of the Company or any Parent Entity and (b)
issuances of Capital Stock to any Subsidiary of the Company or (y) a cash equity contribution to the Company.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder, as amended.


 


“Excluded
Contribution” means net cash proceeds or property or assets received by the Company as capital contributions to
the equity (other than through the issuance of Disqualified Stock or Designated Preferred Stock) of the Company after the Issue
Date or from the issuance or sale (other than to a Subsidiary or an employee stock ownership plan or trust established by the Company
or any Subsidiary of the Company for the benefit of their employees to the extent funded by the Company or any Subsidiary) of Capital
Stock (other than Disqualified Stock or Designated Preferred Stock) of the Company, in each case, to the extent designated as an
Excluded Contribution pursuant to an Officer’s Certificate of the Company.


 


“Existing
Unsecured Notes” means the 3.45% Senior notes due 2021; the 6.375% Senior notes due 2037; 6.9% Senior debentures
due 2029; 6.7% Senior debentures due 2034; 6.65% Senior debentures due 2024; 7.0% Senior debentures due 2028; 8.75% Senior debentures
due 2029; 6.9% Senior debentures due 2032; 6.7% Senior debentures due 2028; 7.875% Senior debentures due 2030; 6.79% Senior debentures
due 2027; 10.25% Senior debentures due 2021; 7.6% Senior debentures due 2025; 9.5% amortizing debentures due 2021; 9.75% amortizing
debentures due 2021; 3.875% Senior notes due 2022; 5.125% Senior notes due 2042; 2.875% Senior notes due 2023; 4.3% Senior notes
due 2043; 4.375% Senior notes due 2023; 3.625% Senior notes due 2024; and 4.500% Senior notes due 2034, in each case, issued by
the Unsecured Guarantor and guaranteed on a senior unsecured basis by the Company.


 


“fair market
value” shall be conclusively established by means of an Officer’s Certificate or resolutions of the Board of Directors
setting out such fair market value as determined by such Officer or such Board of Directors , in each case in good faith.


 


“Fitch”
means Fitch Ratings, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical Rating Organization.


 






    -18-


     


    

 


“Fixed
Charges” means, with respect to any Person for any period, the sum of (without duplication):


 


(1)               
Consolidated Interest Expense of such Person for such Period;


 


(2)               
all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Preferred
Stock of any Subsidiary of such Person during such period; and


 


(3)               
all cash dividends or other distributions paid (excluding items eliminated in consolidation) on any series of Disqualified
Stock of such Person during such period.


 


“Funded
Debt” means, with respect to any specified Person, any indebtedness of such Person (excluding accrued expenses
and trade payables), whether or not contingent:


 


(1)              
in respect of borrowed money or advances; or


 


(2)               evidenced
by loan agreements, bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect
thereof), whether or not then available or drawn.


 


For the avoidance of
doubt, “Funded Debt” shall not include Hedging Obligations.


 


“GAAP”
means generally accepted accounting principles in the United States of America set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant
segment of the accounting profession, which are in effect from time to time; provided that all terms of an accounting or
financial nature used in this Indenture shall be construed, and all computations of amounts and ratios referred to in this Indenture
shall be made (a) without giving effect to any election under Accounting Standards Codification Topic 825—Financial Instruments,
or any successor thereto or comparable accounting principle (including pursuant to the Accounting Standards Codification), to value
any Indebtedness of the Company or any Subsidiary at “fair value,” as defined therein and (b) the amount of any Indebtedness
under GAAP with respect to Capitalized Lease Obligations shall be determined in accordance with the definition of Capitalized Lease
Obligations. At any time after the Issue Date, the Company may elect to apply IFRS accounting principles in lieu of GAAP and, upon
any such election, references herein to GAAP shall thereafter be construed to mean IFRS (except as otherwise provided in this Indenture);
provided that any such election, once made, shall be irrevocable; provided, further, any calculation or determination
in this Indenture that requires the application of GAAP for periods that include fiscal quarters ended prior to the Company’s
election to apply IFRS shall remain as previously calculated or determined in accordance with GAAP. The Company shall give notice
of any such election made in accordance with this definition to the Trustee. For the avoidance of doubt, solely making an election
(without any other action) referred to in this definition will not be treated as an incurrence of Indebtedness.


 


If there occurs a change
in IFRS or GAAP, as the case may be, and such change would cause a change in the method of calculation of any standards, terms
or measures (including all computations of amounts and ratios) used in this Indenture (an “Accounting
Change”), then the Company may elect that such standards, terms or measures shall be calculated as if such Accounting
Change had or had not occurred.


 


“Guarantee”
means, any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other
Person, including any such obligation, direct or indirect, contingent or otherwise, of such Person:


 


(1)               
to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services,
to take-or-pay or to maintain financial statement conditions or otherwise); or


 






    -19-


     


    

 


(2)               
 entered into primarily for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof
or to protect such obligee against loss in respect thereof (in whole or in part),


 


provided, however, that the
term “Guarantee” will not include (x) endorsements for collection or deposit in the ordinary course of business
or consistent with past practice and (y) standard contractual indemnities or product warranties provided in the ordinary course
of business, and provided further that the amount of any Guarantee shall be deemed to be the lower of (i) an amount
equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made and (ii) the
maximum amount for which such guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee
or, if such Guarantee is not an unconditional guarantee of the entire amount of the primary obligation and such maximum amount
is not stated or determinable, the amount of such guaranteeing Person’s maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith. The term “Guarantee” used as a verb has a corresponding meaning.


 


“Guarantor”
means each Secured Guarantor, the Unsecured Guarantor and any Subsidiary of the Unsecured Guarantor that Guarantees the Notes,
in each case until such Notes Guarantee is released in accordance with the terms of this Indenture.


 


“Hedging
Obligations” means, with respect to any Person, the obligations of such Person under any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement, commodity swap agreement, commodity cap agreement, commodity collar
agreement, foreign exchange contracts, currency swap agreement or similar agreement providing for the transfer or mitigation of
interest rate, commodity price or currency risks either generally or under specific contingencies.


 


“High
Store Status” means, with respect to any retail store at the time of determination, that such retail store has
a grade of A- or higher from the Store Grader or the equivalent of such rating by the Store Grader or, if no grade then exists,
the equivalent of such rating as determined in good faith by the Company.


 


“High
Store Collateral” means each mortgaged property constituting Store Collateral that has High Store Status (with
respect to an Asset Disposition, such grade to be determined on the date of contractually agreeing to such Asset Disposition).


 


“Holder”
means each Person in whose name the Notes are registered on the Registrar’s books, which shall initially be the nominee of
DTC.


 


“IAI”
means an institutional “accredited investor” as described in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act.


 


“IFRS”
means the International Financial Reporting Standards as issued by the International Accounting Standards Board as in effect from
time to time.


 


“Immediate
Family Members” means, with respect to any individual, such individual’s child, stepchild, grandchild or
more remote descendant, parent, stepparent, grandparent, spouse, former spouse, qualified domestic partner, sibling, mother-in-law,
father-in-law, son-in-law and daughter-in-law (including adoptive relationships, the estate of such individual and such other individuals
above) and any trust, partnership or other bona fide estate-planning vehicle the only beneficiaries of which are any of the foregoing
individuals or any private foundation or fund that is controlled by any of the foregoing individuals or any donor-advised fund
of which any such individual is the donor.


 


“incur”
means issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however,
that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Subsidiary (whether by merger, amalgamation,
consolidation, acquisition or otherwise) will be deemed to be incurred by such Subsidiary at the time it becomes a Subsidiary and
the terms “incurred” and “incurrence” have meanings correlative to the foregoing and any Indebtedness pursuant
to any revolving credit or similar facility shall only be “incurred” at the time any funds are borrowed thereunder.


 






    -20-


     


    

 


“Indebtedness”
means, with respect to any Person on any date of determination (without duplication):


 


(1)               
the principal of indebtedness of such Person for borrowed money;


 


(2)               
the principal of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;


 


(3)               
all reimbursement obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar
instruments (the amount of such obligations being equal at any time to the aggregate then undrawn and unexpired amount of such
letters of credit or other instruments plus the aggregate amount of drawings thereunder that have not been reimbursed) (except
to the extent such reimbursement obligations relate to trade payables and such obligations are satisfied within 30 days of
incurrence);


 


(4)               
the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except
trade payables or similar obligations, including accrued expenses owed, to a trade creditor), which purchase price is due more
than one year after the date of placing such property in service or taking final delivery and title thereto;


 


(5)               
Capitalized Lease Obligations of such Person;


 


(6)               
the principal component of all obligations, or liquidation preference, of such Person with respect to any Disqualified Stock
or, with respect to any Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);


 


(7)               
the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not
such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the
lesser of (a) the fair market value of such asset at such date of determination (as determined in good faith by the Company)
and (b) the amount of such Indebtedness of such other Persons;


 


(8)               
Guarantees by such Person of the principal component of Indebtedness of the type referred to in clauses (1), (2), (3),
(4), (5) and (9) of other Persons to the extent Guaranteed by such Person; and


 


(9)               
to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount
of any such obligations to be equal at any time to the net payments under such agreement or arrangement giving rise to such obligation
that would be payable by such Person at the termination of such agreement or arrangement);


 


with respect to clauses (1), (2), (3),
(4), (5) and (9) above, if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations)
would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP.


 


The amount of Indebtedness
of any Person at any time in the case of a revolving credit or similar facility shall be the total amount of funds borrowed and
then outstanding. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the
case of any Indebtedness issued with original issue discount and (b) the principal amount of Indebtedness, or liquidation
preference thereof, in the case of any other Indebtedness. Indebtedness shall be calculated without giving effect to the effects
of Accounting Standards Codification Topic 815—Derivatives and Hedging and related pronouncements to the extent such
effects would otherwise increase or decrease an amount of Indebtedness for any purpose under this Indenture as a result of accounting
for any embedded derivatives created by the terms of such Indebtedness.


 


Notwithstanding the
above provisions, in no event shall the following constitute Indebtedness:


 


(i)       Contingent
Obligations incurred in the ordinary course of business or consistent with past practice, other than Guarantees or other assumptions
of Indebtedness;


 






    -21-


     


    

 


(ii)         Cash
Management Obligations;


 


(iii)        any
lease, concession or license of property (or Guarantee thereof) which would be considered an operating lease under GAAP as in effect
on the Issue Date, Non-Financing Lease Obligations, Sale and Leaseback Transactions or any prepayments of deposits received from
clients or customers in the ordinary course of business or consistent with past practice;


 


(iv)        obligations
under any license, permit or other approval (or Guarantees given in respect of such obligations) incurred prior to the Issue Date
or in the ordinary course of business or consistent with past practice;


 


(v)         in
connection with the purchase by the Company or any Subsidiary of any business, any deferred or prepaid revenue, post-closing payment
adjustments to which the seller may become entitled to the extent such payment is determined by a final closing balance sheet or
such payment depends on the performance of such business after the closing; provided, however, that, at the time
of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined,
the amount is paid in a timely manner;


 


(vi)        for
the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,
pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;


 


(vii)       obligations
under or in respect of Qualified Securitization Financing or Receivables Facilities;


 


(viii)      Indebtedness
of any Parent Entity appearing on the balance sheet of the Company solely by reason of push down accounting under GAAP;


 


(ix)        Capital
Stock (other than in the case of clause (6) above, Disqualified Stock); or


 


(x)         amounts
owed to dissenting stockholders (including in connection with, or as a result of, exercise of dissenters’ or appraisal rights
and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with a consolidation,
amalgamation, merger or transfer of assets that complies with Section 4.1.


 


“Indenture”
means this Indenture, as amended, supplemented or otherwise modified from time to time.


 


“Independent
Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in
Similar Businesses of nationally recognized standing; provided, however, that such firm or appraiser is not an Affiliate
of the Company.


 


“Initial Notes”
has the meaning ascribed to it in the recitals of this Indenture.


 


“Initial Purchasers”
means Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, BofA


Securities, Inc., Goldman
Sachs & Co. LLC, Wells Fargo Securities, LLC, MUFG Securities Americas Inc., U.S. Bancorp Investments, Inc., Fifth Third Securities,
Inc., PNC Capital Markets LLC, and Citigroup Global Markets Inc.


 


“Insolvency
or Liquidation Proceeding” means:


 


(1)               
any voluntary or involuntary case commenced by or against the Company or any Secured Guarantor under Title 11, U.S. Code
or any similar federal or state law for the relief of debtors, any other proceeding for the reorganization, recapitalization, receivership,
liquidation or adjustment or marshaling of the assets or liabilities of the Company or any Secured Guarantor, any receivership
or assignment for the benefit of creditors relating to the Company or any Secured Guarantor or any similar case or proceeding relative
to the Company or any Secured Guarantor or its creditors, in each case whether or not voluntary;


 






    -22-


     


    

 


(2)               
 any liquidation, dissolution, marshaling of assets or liabilities or other winding up of or relating to the Company or
any Secured Guarantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or


 


(3)               
any other proceeding of any type or nature in which substantially all claims of creditors of the Company or any Secured
Guarantor are determined and any payment or distribution is or may be made on account of such claims.


 


“Intercompany
License Agreement” means any cost sharing agreement, commission or royalty agreement, license or sublicense agreement,
distribution agreement, services agreement, intellectual property rights transfer agreement, any related agreements or similar
agreements, in each case where all parties to such agreement are one or more of the Company or a Subsidiary.


 


“Investment”
means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of advances,
loans or other extensions of credit (excluding (i) accounts receivable, trade credit, advances or extensions of credit to
customers, suppliers, future, present or former employees, directors, officers, managers, contractors, consultants or advisors
(or their respective Controlled Investment Affiliates or Immediate Family Members) of any Person in the ordinary course of business
or consistent with past practice, (ii) any debt or extension of credit represented by a bank deposit other than a time deposit,
(iii) intercompany advances arising from cash management, tax and accounting operations and (iv) intercompany loans,
advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-over or extensions of terms) or capital
contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account
or use of others), or the incurrence of a Guarantee of any obligation of, or any purchase or acquisition of Capital Stock, Indebtedness
or other similar instruments issued by, such other Persons and all other items that are or would be classified as investments on
a balance sheet prepared in accordance with GAAP; provided, however, that endorsements of negotiable instruments and documents
in the ordinary course of business or consistent with past practice will not be deemed to be an Investment.


 


The amount of any Investment
outstanding at any time shall be the original cost of such Investment, reduced by any dividend, distribution, interest payment,
return of capital, repayment or other amount received in cash and Cash Equivalents by the applicable Person in respect of such
Investment to the extent such amounts do not increase any other baskets under this Indenture.


 


“Investment
Grade Securities” means:


 


(1)               
securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality
thereof (other than Cash Equivalents);


 


(2)               
securities issued or directly and fully guaranteed or insured by the Canadian, United Kingdom or Japanese governments, a
member state of the European Union, or any agency or instrumentality thereof (other than Cash Equivalents);


 


(3)               
debt securities or debt instruments with a rating of “BBB-” or higher from S&P or “Baa3” or
higher by Moody’s or the equivalent of such rating by such rating organization or, if no rating of Moody’s or S&P
then exists, the equivalent of such rating by any other Nationally Recognized Statistical Rating Organization, but excluding any
debt securities or instruments constituting loans or advances among the Company and its Subsidiaries;


 


(4)               
investments in any fund that invests exclusively in investments of the type described in clauses (1), (2) and (3) above
which fund may also hold cash and Cash Equivalents pending investment or distribution; and


 


(5)               
corresponding instruments in countries other than the United States customarily utilized for high quality investments.


 


“Investment
Grade Status” shall occur when the Notes receive two of the following:


 






    -23-


     


    

 


(1)               
 a rating of “BBB-” or higher from S&P;


 


(2)               
a rating of “Baa3” or higher from Moody’s; or


 


(3)               
a rating of “BBB-” or higher from Fitch;


 


or the equivalent of such rating by such
rating organization or, if no rating of S&P, Moody’s or Fitch then exists, the equivalent of such rating by any other
Nationally Recognized Statistical Rating Organization.


 


“Issue
Date” means June 8, 2020.


 


“Issuer”
has the meaning assigned to it in the recitals of this Indenture.


 


“Junior Lien
Collateral Agent” means the Junior Lien Representative for the holders of any initial Junior Lien Obligations.


 


“Junior Lien
Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit C hereto (which agreement
in such form or with changes thereto permitted by Section 9.1 hereof the Collateral Trustee is authorized to enter into)
entered into among the Collateral Trustee and the applicable Junior Lien Collateral Agent in connection with the incurrence of
any Junior Lien Obligations, as it may be amended from time to time.


 


“Junior
Lien Obligations” means Indebtedness with a Junior Lien Priority and all other Obligations in respect thereof
including, without limitation interest and premium (if any) (including Post-Petition Interest whether or not allowable), together
with all Hedging Obligations and all guarantees of any of the foregoing.


 


“Junior
Lien Priority” means Indebtedness that is secured by a Lien on the Collateral that is junior in priority to the
Liens on the Collateral securing the Obligations pursuant to a Junior Lien Intercreditor Agreement (it being understood that junior
Liens are not required to rank equally and ratably with other junior Liens, and that Indebtedness secured by junior Liens may be
secured by Liens that are senior in priority to, or rank equally and ratably with, or junior in priority to, other Liens constituting
junior Liens).


 


“Junior Lien
Representative” means any duly authorized representative of any holders of Junior Lien Obligations, which representative
is named as such in the Junior Lien Intercreditor Agreement or any joinder thereto.


 


“Lien”
means any mortgage, pledge, security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional
sale or other title retention agreement or lease in the nature thereof); provided that in no event shall Non-Financing Lease
Obligations be deemed to constitute a Lien.


 


“Limited
Condition Transaction” means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation
or other business combination or the acquisition of Capital Stock or otherwise and which may include, for the avoidance of doubt,
a transaction that may constitute a Change of Control), whose consummation is not conditioned on the availability of, or on obtaining,
third party financing, (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness,
Disqualified Stock or Preferred Stock requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction
and discharge or repayment, (3) any Restricted Payment requiring irrevocable notice in advance thereof; and (4) any asset
sale or a disposition excluded from the definition of “Asset Disposition.”


 


“Long
Derivative Instrument” means a Derivative Instrument (i) the value of which generally increases, and/or the
payment or delivery obligations under which generally decrease, with positive changes to the Performance References and/or (ii) the
value of which generally decreases, and/or the payment or delivery obligations under which generally increase, with negative changes
to the Performance References.


 






    -24-


     


    

 


“LTM
EBITDA” means Consolidated EBITDA of the Company measured for the period of the most recent four consecutive fiscal
quarters ending prior to the date of such determination for which consolidated financial statements are available (which may be
internal financial statements), in each case with such pro forma adjustments giving effect to such Indebtedness, acquisition or
Investment, as applicable, since the start of such four quarter period and as are consistent with the pro forma adjustments set
forth under Section 1.3.


 


“Management
Advances” means loans or advances made to, or Guarantees with respect to loans or advances made to, future, present
or former employees, directors, officers, managers, contractors, consultants or advisors (or their respective Controlled Investment
Affiliates or Immediate Family Members) of any Parent Entity, the Company or any Subsidiary:


 


(1)               
(a) in respect of travel, entertainment, relocation or moving related expenses, payroll advances and other analogous or
similar expenses or payroll expenses, in each case incurred in the ordinary course of business or consistent with past practice
or (b) for purposes of funding any such person’s purchase of Capital Stock (or similar obligations) of the Company,
its Subsidiaries or any Parent Entity with (in the case of this clause (1)(b)) the approval of the Board of Directors of the
Company;


 


(2)               
in respect of relocation or moving related expenses, payroll advances and other analogous or similar expenses or payroll
expenses, in each case incurred in connection with any closing or consolidation of any facility or office; or


 


(3)               
not exceeding $25.0 million and 1.25% of LTM EBITDA in the aggregate outstanding at the time of incurrence.


 


“Market
Capitalization” means an amount equal to (i) the total number of issued and outstanding shares of common Capital
Stock of the Company or any Parent Entity on the date of the declaration of a Restricted Payment permitted pursuant to Section
3.2(b)(vi) multiplied by (ii) the arithmetic mean of the closing prices per share of such common Capital Stock on the principal
securities exchange on which such common Capital Stock are traded for the 30 consecutive trading days immediately preceding the
date of declaration of such Restricted Payment.


 


“Master
Lease” means that certain Master Lease Agreement, dated as of June 8, 2020, by and among Macy’s Logistics,
LLC, Macy’s Mall Real Estate, LLC, Bloomingdale’s Real Estate, LLC, Macy’s USQ, LLC, Macy’s Brooklyn, LLC,
and Macy’s State Street, LLC, each, an Ohio limited liability company, as landlords, and Macy’s Retail Holdings, LLC,
Macy’s Corporate Services, LLC, Bloomingdale’s, LLC, and Macy’s West Stores, LLC, each, a Delaware limited liability
company, as tenants, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms.


 


“Moody’s”
means Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical
Rating Organization.


 


“MRH
Bank Facilities” means the Credit Agreement, dated as of May 9, 2019, among the Unsecured Guarantor, the
Company and Bank of America, N.A., as administrative agent, as the same may be amended, supplemented or otherwise modified from
time to time.


 


“MRH
Consolidated Net Tangible Assets” means total assets (less depreciation and valuation reserves and other reserves
and items deductible from gross book value of specific asset accounts under GAAP) after deducting therefrom (i) all current
liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount, organization expenses, and
other like intangibles, all as set forth on the most recent balance sheet of the Unsecured Guarantor and its consolidated Subsidiaries
and computed in accordance with GAAP.


 


“MRH
Existing Indebtedness” means (i) the Unsecured Guarantor’s 3.45% Senior notes due 2021, 6.375%
Senior notes due 2037, 6.9% Senior debentures due 2029, 6.7% Senior debentures due 2034, 6.65% Senior debentures due 2024,
7.0% Senior debentures due 2028, 8.75% Senior debentures due 2029, 6.9% Senior debentures due 2032, 6.7% Senior debentures
due 2028, 7.875% Senior debentures due 2030, 6.79% Senior debentures due 2027, 10.25% Senior debentures due 2021, 7.6% Senior
debentures due 2025, 9.5% amortizing debentures due 2021, 9.75% amortizing debentures due 2021, 3.875% Senior notes due 2022,
5.125% Senior notes due 2042, 2.875% Senior notes due 2023, 4.3% Senior notes due 2043, 4.375% Senior notes due 2023, 3.625%
Senior notes due 2024 and 4.500% Senior notes due 2034; and (ii) any other secured Indebtedness of the Unsecured
Guarantor or secured or unsecured Indebtedness of its Restricted Subsidiaries existing on December 10, 2015.


 






    -25-


     


    

 


“MRH
Permitted Lien” means:


 


(a)            Liens
(other than Liens on inventory) securing


 


		(A)	MRH Existing Indebtedness;



 


		(B)	Indebtedness under the MRH Bank Facilities in an aggregate principal amount at any one time not
to exceed $2,800.0 million, less (i) principal payments actually made by the Unsecured Guarantor on any term loan facility
under such MRH Bank Facilities (other than principal payments made in connection with or pursuant to a refinancing of the MRH Bank
Facilities in compliance with clause (a)(I) below) and (ii) any amounts by which any revolving credit facility commitments
under the MRH Bank Facilities are permanently reduced (other than permanent reductions made in connection with or pursuant to a
refinancing of the MRH Bank Facilities in compliance with clause (a)(I) below), except that under no circumstances shall the
total allowable Indebtedness under this clause (a)(B) be less than $2,153.1 million (subject to increase from and after
the Issue Date at a rate, compounded annually, equal to 3.0% per annum) if incurred for the purpose of providing the Unsecured
Guarantor and its Subsidiaries with working capital, including without limitation, bankers’ acceptances, letters of credit,
and similar assurances of payment whether as part of the MRH Bank Facilities or otherwise;



 


		(C)	Indebtedness existing as of the Issue Date of any Subsidiary of the Unsecured Guarantor engaged
primarily in the business of owning or leasing real property;



 


		(D)	Indebtedness incurred for the purpose of financing store construction and remodeling or other capital
expenditures;



 


		(E)	Indebtedness in respect of the deferred purchase price of property or arising under any conditional
sale or other title retention agreement;



 


		(F)	Indebtedness of a Person acquired by the Unrestricted Subsidiary or a Subsidiary of the Unrestricted
Subsidiary at the time of such acquisition;



 


		(G)	to the extent deemed to be “Indebtedness”, obligations under swap agreements, cap agreements,
collar agreements, insurance agreements, or any other agreement or arrangement, in each case designed to provide protection against
fluctuations in interest rates, the cost of currency or the cost of goods (other than inventory);



 


		(H)	other Indebtedness in outstanding amounts not to exceed, in the aggregate, the greater of $750.0 million
and 12.5% of MRH Consolidated Net Tangible Assets of the Unsecured Guarantor and the Restricted Subsidiaries of the Unsecured Guarantor
at any particular time; and



 


		(I)	Indebtedness incurred in connection with any extension, renewal, refinancing, replacement or refunding
(including successive extensions, renewals, refinancings, replacements or refundings), in whole or in part, of any Indebtedness
of the Unsecured Guarantor or the Restricted Subsidiaries of the Unsecured Guarantor; provided that the principal amount
of the Indebtedness so incurred pursuant to this clause (I) does not exceed the sum of the principal amount of the Indebtedness
so extended, renewed, refinanced, replaced or refunded, plus all interest accrued thereon and all related fees and expenses (including
any payments made in connection with procuring any required lender or similar consents);



 






    -26-


     


    

 


(b)               
 Liens incurred and pledges and deposits made in the ordinary course of business in connection with liability insurance,
workers’ compensation, unemployment insurance, old-age pensions and other social security benefits other than in respect
of employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended;


 


(c)                
Liens securing performance, surety and appeal bonds and other obligations of like nature incurred in the ordinary course
of business;


 


(d)               
Liens on goods and documents securing trade letters of credit;


 


(e)                
Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s and vendors’
Liens, incurred in the ordinary course of business and securing obligations which are not yet due or which are being contested
in good faith by appropriate proceedings;


 


(f)                 
Liens securing the payment of taxes, assessments and governmental charges or levies, either (i) not delinquent or (ii) being
contested in good faith by appropriate legal or administrative proceedings and as to which adequate reserves shall have been established
on the books of the relevant Person in conformity with GAAP;


 


(g)               
zoning restrictions, easements, rights of way, reciprocal easement agreements, operating agreements, covenants, conditions
or restrictions on the use of any parcel of property that are routinely granted in real estate transactions or do not interfere
in any material respect with the ordinary conduct of the business of the Unsecured Guarantor and its Subsidiaries or the value
of such property for the purpose of such business;


 


(h)               
Liens on property existing at the time such property is acquired;


 


(i)                 
purchase money Liens upon or in any property acquired or held in the ordinary course of business to secure Indebtedness
incurred solely for the purpose of financing the acquisition of such property;


 


(j)                 
Liens on the assets of any Subsidiary of the Unsecured Guarantor at the time such Subsidiary is acquired;


 


(k)               
Liens with respect to obligations in outstanding amounts not to exceed $100.0 million at any particular time and that
(i) are not incurred in connection with the borrowing of money or obtaining advances or credit (other than trade credit in
the ordinary course of business) and (ii) do not in the aggregate interfere in any material respect with the ordinary conduct
of the business of the Unsecured Guarantor and its Subsidiaries; and


 


(l)                 
without limiting the ability of the Unsecured Guarantor or any Restricted Subsidiary of the Unsecured Guarantor to create,
incur, assume or suffer to exist any Lien otherwise permitted under any of the foregoing clauses, any extension, renewal or replacement,
in whole or in part, of any Lien described in the foregoing clauses; provided that any such extension, renewal or replacement
Lien is limited to the property or assets covered by the Lien extended, renewed or replaced or substitute property or assets, the
value of which is determined by the Board of Directors of the Unsecured Guarantor to be not materially greater than the value of
the property or assets for which the substitute property or assets are substituted.


 


provided that, notwithstanding the
foregoing, any Lien on an asset of the Unsecured Guarantor or any of its Restricted Subsidiaries which is not prohibited by any
outstanding Indebtedness of the Unsecured Guarantor or any of its Restricted Subsidiaries (other than Indebtedness under the Secured
Note Documents) without equally and ratably securing such Indebtedness shall be deemed to be a “MRH
Permitted Lien” for all purposes under this Indenture.


 


“Nationally
Recognized Statistical Rating Organization” means a nationally recognized statistical rating organization within
the meaning of Rule 436 under the Securities Act.


 






    -27-


     


    

 


“Net
Available Cash” with respect to any Asset Disposition, means cash proceeds received (including any cash
proceeds received from the sale or other disposition of any Designated Non-Cash Consideration received in any Asset
Disposition, but only as and when received, but excluding any other consideration received in the form of assumption by the
acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset
Disposition or received in any other non-cash form) therefrom, in each case net of:


 


(1)               
all legal, accounting, consulting, investment banking, survey costs, title and recording expenses, title insurance premiums,
payments made in order to obtain a necessary consent or required by applicable law, brokerage and sales commissions, relocation
expenses, commissions, premiums (including tender premiums), defeasance costs, underwriting discounts, fees, costs and expenses
(including original issue discount, upfront fees or similar fees) in connection with such transaction;


 


(2)               
all Taxes paid, reasonably estimated to be payable, Tax reserves set aside or payable or accrued as a liability under GAAP
(including, for the avoidance of doubt, any income, withholding and other Taxes payable as a result of the distribution or deemed
distribution of such proceeds to the Company or any of its Subsidiaries, transfer taxes, deed or mortgage recording taxes and Taxes
that would be payable in connection with any repatriation of such proceeds), as a consequence of such transaction, including any
Permitted Tax Amount or any transactions occurring or deemed to occur to effectuate a payment under this Indenture;


 


(3)               
all distributions and other payments required to be made to non-controlling interest or minority interest holders (other
than the Company or any of its respective Subsidiaries) in Subsidiaries or joint ventures as a result of such transaction;


 


(4)               
all costs associated with unwinding any related Hedging Obligations in connection with such transaction;


 


(5)               
the deduction of appropriate amounts required to be provided by the seller as a reserve, in accordance with GAAP, against
any liabilities associated with the assets disposed of in such transaction and retained by the Company or any Subsidiary after
such transaction, including pension and other post-employment benefit liabilities and liabilities related to environmental
matters or against any indemnification obligations associated with such transaction;


 


(6)               
any portion of the purchase price from such transaction placed in escrow, whether for the satisfaction of any indemnification
obligations in respect of such transaction, as a reserve for adjustments to the purchase price associated with any such transaction
or otherwise in connection with such transaction; and


 


(7)               
the amount of any liabilities (other than Indebtedness in respect of the Notes and other Parity Lien Obligations) directly
associated with such asset being sold and retained by the Company or any of its Subsidiaries.


 


“Net
Short” means, with respect to a Holder or beneficial owner, as of a date of determination, either (i) the
value of its Short Derivative Instruments exceeds the sum of the (x) the value of its Notes plus (y) the value of its
Long Derivative Instruments as of such date of determination or (ii) it is reasonably expected that such would have been the
case were a Failure to Pay or Bankruptcy Credit Event (each as defined in the 2014 ISDA Credit Derivatives Definitions) to have
occurred with respect to the Company or any Guarantor immediately prior to such date of determination.


 


“Non-Financing
Lease Obligation” means a lease obligation that is not required to be accounted for as a financing or capital
lease in accordance with GAAP. For the avoidance of doubt, a straight-line or an operating lease shall be considered a Non-Financing
Lease Obligation.


 


“Non-Guarantor”
means any Subsidiary of the Company that is not a Guarantor.


 


“Non-High
Store Collateral” means each mortgaged property constituting Store Collateral that does not have High Store Status
(with respect to an Asset Disposition, such grade to be determined on the date of contractually agreeing to such Asset Disposition).


 


“Non-U.S.
Person” means a Person who is not a U.S. Person (as defined in Regulation S).


 






    -28-


     


    

 


“Note
Documents” means the Notes (including Additional Notes), the Note Guarantees and this Indenture.


 


“Note
Guarantees” means the Guarantees of the Initial Notes and any Additional Notes.


 


“Notes”
has the meaning ascribed to it in the recitals of this Indenture.


 


“Notes
Custodian” means the custodian with respect to the Global Notes (as appointed by DTC) or any successor Person
thereto, and shall initially be the Trustee.


 


“Notes
Guarantees” means each Secured Guarantee, the Unsecured Guarantee and any Guarantee of the Senior Notes by any
Subsidiary of the Company as provided under “—Certain Covenants—Limitation on Guarantees by Subsidiaries of the
Company.”


 


“Obligations”
means any principal, interest (including Post-Petition Interest and fees accruing on or after the filing of any petition in bankruptcy
or for reorganization relating to the Issuer or any Guarantor whether or not a claim for Post-Petition Interest or fees is allowed
in such proceedings), penalties, fees, compensation, indemnifications, reimbursements (including reimbursement obligations with
respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing
any Indebtedness.


 


“Offering
Memorandum” means the final offering memorandum, dated May 27, 2020, relating to the offering by the Issuer of
the Initial Notes.


 


“Officer”
means, with respect to any Person, (1) the Chairman of the Board of Directors, the Chief Executive Officer, the President,
the Chief Financial Officer, any Vice President, the Treasurer, any Assistant Treasurer, any Managing Director, the Secretary or
any Assistant Secretary (a) of such Person or (b) if such Person is owned or managed by a single entity, of such entity,
or (2) any other individual designated as an “Officer” for the
purposes of this Indenture by the Board of Directors of such Person.


 


“Officer’s
Certificate” means, with respect to any Person, a certificate signed by one Officer of such Person.


 


“Opinion
of Counsel” means a written opinion from legal counsel who is reasonably satisfactory to the Trustee. The counsel
may be an employee of or counsel to the Company or its Subsidiaries.


 


“Original
Collateral” means, at the time of determination:


 


(1)            for
the purpose of clause (2) of the definition of “Permitted Liens”:


 


		(a)	the Collateral as of the Issue Date,



 


		(b)	the proceeds of the Collateral as of the Issue Date or the Collateral described in clauses (c)
and (d) below, including without limitation all money deposited in the Collateral Proceeds Account,



 


		(c)	any other properties or assets acquired by Propco or a Subsidiary of Propco as a result of investment
of Applicable Proceeds of an Asset Disposition of the Collateral as of the Issue Date or any Collateral described in this clause (c)
or clause (d) below in accordance with clause (3)(b) under Section 3.5(a)(iii)(B) which has become Collateral
in accordance with the Security Documents, and



 


		(d)	any property or assets acquired in a Permitted Asset Swap with respect to the Collateral as of
the Issue Date or any Collateral described in clause (c) above or this clause (d); and



 


(2)           otherwise,
the Collateral.


 






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“Parent
Entity” means, with respect to a Person, any direct or indirect parent of such Person.


 


“Pari
Passu Indebtedness” means Indebtedness of the Company which ranks equally in right of payment to the Notes or
of any Guarantor if such Indebtedness ranks equally in right of payment to the Notes Guarantees of the Notes.


 


“Paying
Agent” means any Person authorized by the Issuer to pay the principal of (and premium, if any) or interest on
any Note on behalf of the Issuer.


 


“Parity
Lien” means a Lien granted, or purported to be granted, by a Parity Lien Security Document to the Collateral Trustee,
at any time, upon any property of any Secured Guarantor to secure Parity Lien Obligations.


 


“Parity
Lien Debt” means:


 


(1)               
the Notes issued on the date of this Indenture; and


 


(2)               
any other Funded Debt (including any Additional Notes), that is secured by a Parity Lien and that was permitted to be incurred
and permitted to be so secured under this Indenture and each other applicable Parity Lien Debt Document;


 


provided, in the case of any Funded
Debt referred to in clause (2) of this definition, that:


 


(a)                
on or before the date on which such Funded Debt is incurred by the Company or by a Subsidiary, such Funded Debt is designated
by the Company, in an Officer’s Certificate in the form required under the Collateral Trust Agreement delivered to each Parity
Lien Representative and the Collateral Trustee, as “Parity Lien Debt” for the purposes of this Indenture and the Collateral
Trust Agreement;


 


(b)               
unless such Funded Debt is issued under an existing Parity Lien Debt Document for any Series of Parity Lien Debt whose Parity
Lien Representative is already party to the Collateral Trust Agreement and the Parity Lien Intercreditor Agreement, the Parity
Lien Representative for such Funded Debt executes and delivers a joinder in the form required under the Collateral Trust Agreement
and a joinder in the form required under the Parity Lien Intercreditor Agreement (or, if the Parity Lien Intercreditor Agreement
has not been executed, executes and delivers the Parity Lien Intercreditor Agreement); and


 


(c)                
all other requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or perfection of the Collateral
Trustee’s Liens to secure such Funded Debt in respect thereof are satisfied (and the satisfaction of such requirements and
the other provisions of this clause (c) will be conclusively established if the Company delivers to the Collateral Trustee
an Officer’s Certificate in the form required under the Collateral Trust Agreement stating that such requirements and other
provisions have been satisfied and that such Funded Debt is “Parity Lien Debt”).


 


For the avoidance of
doubt, Hedging Obligations do not constitute Parity Lien Debt but may constitute Parity Lien Obligations.


 


“Parity
Lien Documents” means, collectively, the Note Documents and any other indenture, credit agreement or other agreement
pursuant to which any Parity Lien Debt is incurred and the Parity Lien Security Documents.


 


“Parity Lien
Intercreditor Agreement” means an intercreditor agreement substantially in the form of Exhibit D hereto (which agreement
in such form or with changes thereto permitted by Section 9.1 hereof the Collateral Trustee is authorized to enter into)
entered into among the Collateral Trustee and the applicable Parity Lien Representative in connection with the incurrence of any
Parity Lien Obligations, as it may be amended from time to time.


 






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“Parity
Lien Obligations” means Parity Lien Debt and all other Obligations in respect thereof including, without limitation
interest and premium (if any) (including Post-Petition Interest whether or not allowable), together with all Hedging Obligations
and all guarantees of any of the foregoing. In addition to the foregoing, all obligations owing to the Trustee and the Collateral
Trustee in their capacities as such, whether pursuant to the Collateral Trust Agreement, this Indenture or one or more of the Parity
Lien Obligations (with the obligations described in this sentence being herein referred to as the “Trustee Obligations”),
which Trustee Obligations shall be entitled to the priority provided in Section 4 of the Collateral Trust Agreement.


 


“Parity
Lien Representative” means:


 


(1)               
in the case of the Notes, the Trustee; and


 


(2)               
in the case of any other Series of Parity Lien Debt, the trustee, agent or representative of the holders of such Series
of Parity Lien Debt who maintains the transfer register for such Series of Parity Lien Debt and (A) is appointed as a representative
for such Parity Lien Debt (for purposes related to the administration of the Security Documents) pursuant to the indenture, credit
agreement or other agreement governing such Series of Parity Lien Debt, (B) has become a party to the Collateral Trust Agreement
by executing a joinder in the form required under the Collateral Trust Agreement, together with its successors and assigns in such
capacity and (C) has become a party to the Parity Lien Intercreditor Agreement by executing a joinder in the form required under
the Parity Lien Intercreditor Agreement (or, if the Parity Lien Intercreditor Agreement has not been executed, by executing the
Parity Lien Intercreditor Agreement).


 


“Parity
Lien Secured Parties” means the holders of Parity Lien Obligations and each Parity Lien Representative.


 


“Parity
Lien Security Documents” means all security agreements, pledge agreements, collateral assignments, mortgages,
deeds of trust, collateral agency agreements, control agreements or other grants or transfers for security executed and delivered
by the Company or any Secured Guarantor creating or perfecting (or purporting to create or perfect) a Lien upon Collateral in favor
of the Collateral Trustee, for the benefit of any of the Parity Lien Secured Parties, in each case, as amended, modified, renewed,
restated or replaced, in whole or in part, from time to time, in accordance with its terms and described in Section 8 of the Collateral
Trust Agreement.


 


“Permitted
Asset Swap” means (i) (A) the concurrent purchase and sale or exchange of assets used or useful in a business
of the Company or its Subsidiaries or a combination of such assets and cash and Cash Equivalents between Propco or any of its Subsidiaries
and another Person or (B) the purchase and sale or exchange of assets or a combination of such assets and cash and Cash Equivalents
between Propco, any of its Subsidiaries or another Person who becomes a Subsidiary of Propco substantially concurrently upon receipt
of such assets or combination of such assets and cash and Cash Equivalents; (ii) dispositions of property to the extent that
such property is exchanged for credit against the purchase price of similar replacement property that is promptly purchased; (iii) dispositions
of property to the extent that the proceeds of such disposition are promptly applied to the purchase price of such replacement
property (which replacement property is actually promptly purchased) and (iv) to the extent allowable under Section 1031
of the Code or comparable law or regulation, any exchange of like property (excluding any boot thereon) for use in a Similar Business;
in each case provided that such assets are or become Collateral in accordance with the Security Documents; provided that:


 


(1)               
in the case of any Permitted Asset Swap of Real Property Collateral for real property that will become Real Property Collateral,
the fair market value of the assets will be determined in good faith by the Company based on one or more broker opinions of value
from a broker of national standing selected by the Company;


 


(2)               
Specified Real Estate Assets may not be disposed of in a Permitted Asset Swap;


 


(3)                a
Permitted Asset Swap of any Distribution Center Collateral or High Store Collateral, or of any Equity Collateral of any
Subsidiary of Propco that owns, directly or indirectly through one or more Subsidiaries, any Distribution Center Collateral
or High Store Collateral, in each case must be in exchange for cash or Cash Equivalents, Distribution Center Collateral, High
Store Collateral or properties or assets constituting, part of or related to a distribution center or a retail store that has
High Store Status and, in each case, that become Collateral in accordance with the Security Documents;


 






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(4)               
a Permitted Asset Swap of any Non-High Store Collateral, or of any Equity Collateral of any Subsidiary of Propco that
owns, directly or indirectly through one or more Subsidiaries, any Non-High Store Collateral, in each case must be in exchange
for cash or Cash Equivalents, Store Collateral with a rating from the Store Grader not lower than the rating assigned to such Non-High
Store Collateral, properties or assets constituting, part of or related to a retail store with a rating from the Store Grader not
lower than the rating assigned to such Non-High Store Collateral, Distribution Center Collateral or properties or assets constituting,
part of or related to a distribution center, in each case, that become Collateral in accordance with the Security Documents; and


 


(5)               
the aggregate fair market value of any Permitted Asset Swap of Store Collateral, or of any Equity Collateral of any Subsidiary
of Propco that owns, directly or indirectly through one or more Subsidiaries, any Store Collateral, in each case after the Issue
Date for real property that will become Store Collateral when aggregated with the Applicable Proceeds from an Asset Disposition
of Store Collateral that have been applied under Section 3.5(a)(iii)(B) to invest in Store Collateral or properties or assets
constituting, part of or related to a retail store that become Collateral in accordance with the Security Documents shall be no
greater than $500 million after the Issue Date.


 


“Permitted
Intercompany Activities” means any transactions between or among the Company and its Subsidiaries that are entered
into in the ordinary course of business or consistent with past practice of the Company and its Subsidiaries and, in the reasonable
determination of the Company are necessary or advisable in connection with the ownership or operation of the business of the Company
and its Subsidiaries, including (i) payroll, cash management, purchasing, insurance and hedging arrangements; (ii) management,
technology and licensing arrangements; and (iii) customary loyalty and rewards programs.


 


“Permitted
Investment” means (in each case, by Propco or any of its Subsidiaries):


 


(1)               
Investments in (a) a Real Estate Subsidiary (including the Capital Stock of, or guarantees of obligations of, a Real
Estate Subsidiary) or Propco or (b) a Person (including the Capital Stock of any such Person) that will, upon the making of
such Investment, become a Real Estate Subsidiary;


 


(2)               
Investments in another Person if as a result of such Investment such other Person, in one transaction or a series of transactions,
is merged, amalgamated, consolidated or otherwise combined with or into, or transfers or conveys all or substantially all its assets
to, or is liquidated into, Propco or a Real Estate Subsidiary, and any Investment held by such Person; provided that such
Investment was not acquired by such Person in contemplation of such acquisition, merger, amalgamation, consolidation, combination,
transfer or conveyance;


 


(3)               
Investments in cash, Cash Equivalents or Investment Grade Securities;


 


(4)               
Investments in receivables owing to the Company or any Subsidiary created or acquired in the ordinary course of business
or consistent with past practice;


 


(5)               
Investments in payroll, travel, entertainment, relocation, moving related and similar advances that are made in the ordinary
course of business or consistent with past practice;


 


(6)               
Investments (including debt obligations and equity interests) (a) received in settlement, compromise or resolution
of debts created in the ordinary course of business or consistent with past practice, (b) in exchange for any other Investment
or accounts receivable, endorsements for collection or deposit held by Propco or any such Subsidiary, (c) as a result of foreclosure,
perfection or enforcement of any Lien, (d) in satisfaction of judgments or (e) pursuant to any plan of reorganization
or similar arrangement including upon the bankruptcy or insolvency of a debtor or litigation, arbitration or other disputes or
otherwise with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;


 






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(7)               
 Investments made as a result of the receipt of promissory notes or other non-cash consideration (including earn-outs)
from a sale or other disposition of property or assets, including an Asset Disposition, provided such assets are pledged
as Collateral securing the Notes;


 


(8)               
Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes);


 


(9)               
pledges or deposits with respect to leases or utilities provided to third parties in the ordinary course of business or
Liens otherwise described in the definition of “Permitted Liens” or made in connection with Liens permitted under Section
3.6;


 


(10)            
any transaction to the extent constituting an Investment that is permitted by and made in accordance with Section 3.9
(except those described in clauses (b)(i), (vii), (viii) and (xi) of that paragraph);


 


(11)            
Investments consisting of (i) purchases or other acquisitions of inventory, supplies, materials, equipment and similar
assets or (ii) licenses, sublicenses, cross-licenses, leases, subleases, assignments, contributions or other Investments
of intellectual property or other intangibles or services in the ordinary course of business pursuant to any joint development,
joint venture or marketing arrangements with other Persons or any Intercompany License Agreement and any other Investments made
in connection therewith;


 


(12)            
(i) Guarantees of Indebtedness not prohibited by this Indenture and (other than with respect to Indebtedness) guarantees,
keepwells and similar arrangements in the ordinary course of business or consistent with past practice, and (ii) performance
guarantees and Contingent Obligations with respect to obligations that are permitted by this Indenture;


 


(13)            
Investments consisting of earnest money deposits required in connection with a purchase agreement, or letter of intent,
or other acquisitions to the extent not otherwise prohibited by this Indenture;


 


(14)            
Investments of a Subsidiary of Propco acquired after the Issue Date or of an entity merged or amalgamated into or consolidated
with Propco or merged or amalgamated into or consolidated with a Subsidiary of Propco after the Issue Date to the extent that such
Investments were not made in contemplation of or in connection with such acquisition, merger, amalgamation or consolidation and
were in existence on the date of such acquisition, merger, amalgamation or consolidation;


 


(15)            
Investments in connection with the Transactions;


 


(16)            
purchases of Notes and other Parity Lien Obligations;


 


(17)            
guaranty and indemnification obligations arising in connection with surety bonds issued in the ordinary course of business
or consistent with past practice;


 


(18)            
Investments (a) consisting of purchases and acquisitions of assets or services in the ordinary course of business or
consistent with past practice, (b) made in the ordinary course of business or consistent with past practice in connection
with obtaining, maintaining or renewing client, franchisee and customer contacts and loans or (c) advances, loans, extensions
of credit (including the creation of receivables) or prepayments made to, and guarantees with respect to obligations of, franchisees,
distributors, suppliers, lessors, licensors and licensees in the ordinary course of business or consistent with past practice;


 


(19)            
Investments in prepaid expenses, negotiable instruments held for collection and lease, utility and workers compensation,
performance and similar deposits entered into as a result of the operations of the business in the ordinary course of business
or consistent with past practice;


 


(20)            
Investments consisting of UCC Article 3 endorsements for collection or deposit and Article 4 trade arrangements
with customers (or any comparable or similar provisions in other applicable jurisdictions) in the ordinary course of business or
consistent with past practices; and


 






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(21)            
 non-cash Investments in connection with tax planning and reorganization activities, and Investments in connection with
Permitted Intercompany Activities, Permitted Tax Restructuring and related transactions.


 


“Permitted
Liens” means, with respect to any Person:


 


(1)               
Liens securing the Notes (other than any Additional Notes) and the related Guarantees;


 


(2)               
Liens on the Collateral securing Parity Lien Obligations in respect of (i) Parity Lien Debt (and Parity Lien Obligations
in respect thereof) so long as immediately after giving pro forma effect to the incurrence of such Indebtedness and the use of
proceeds thereof, the Collateral Coverage Ratio shall be at least 2.00 to 1.00; provided, that any such Parity Lien Debt
(and Parity Lien Obligations in respect thereof) shall have a Stated Maturity no earlier than the Stated Maturity date of the Notes,
and shall have a Weighted Average Life that is not shorter than that applicable to the Notes;


 


(3)               
Liens on the Collateral securing Junior Lien Obligations in respect of (i) Indebtedness with a Junior Lien Priority
(and Junior Lien Obligations in respect thereof) and (ii) any Refinancing Indebtedness in respect thereof;


 


(4)               
pledges, deposits or Liens (a) in connection with workmen’s compensation laws, payroll taxes, unemployment insurance
laws, employers’ health tax and other social security laws or similar legislation or other insurance related obligations
(including in respect of deductibles, self-insured retention amounts and premiums and adjustments thereto), (b) securing
liability, reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees
or similar instruments) for the benefit of insurance carriers under insurance or self-insurance arrangements or otherwise supporting
the payments of items set forth in the foregoing clause (a), or (c) in connection with bids, tenders, completion guarantees,
contracts, leases, utilities, licenses, public or statutory obligations, or to secure the performance of bids, trade contracts,
government contracts and leases, statutory obligations, surety, stay, indemnity, warranty, release, judgment, customs, appeal,
performance bonds, guarantees of government contracts, return of money bonds, bankers’ acceptance facilities and obligations
of a similar nature (including those to secure health, safety and environmental obligations), and obligations in respect of letters
of credit, bank guarantees or similar instruments that have been posted to support the same, or as security for contested taxes
or import or customs duties or for the payment of rent, or other obligations of like nature, in each case incurred in the ordinary
course of business or consistent with past practice;


 


(5)               
Liens with respect to outstanding motor vehicle fines and Liens imposed by law or regulation, including carriers’,
warehousemen’s, mechanics’, landlords’, suppliers’, materialmen’s, repairmen’s, architects’,
construction contractors’ or other similar Liens, in each case for amounts not overdue for a period of more than 120 days
or, if more than 120 days overdue, are unfiled and no other action has been taken to enforce such Liens or that are being
contested in good faith by appropriate proceedings;


 


(6)               
Liens for Taxes, assessments or other governmental charges that are not overdue for a period of more than 120 days
or not yet payable or subject to penalties for nonpayment or that are being contested in good faith by appropriate proceedings;
provided that appropriate reserves required pursuant to GAAP (or other applicable accounting principles) have been made
in respect thereof;


 


(7)               
encumbrances, charges, ground leases, easements (including reciprocal easement agreements), survey exceptions, restrictions,
encroachments, protrusions, by-law, regulation, zoning restrictions or reservations of, or rights of others for, licenses,
rights of way, servitudes, sewers, electric lines, drains, telegraph, telephone and cable television lines and other similar purposes,
or zoning, building codes or other restrictions (including minor defects and irregularities in title and similar encumbrances)
as to the use of real properties, exceptions on title policies insuring Liens granted on any mortgaged properties or any other
collateral or Liens incidental to the conduct of the business of such Person or to the ownership of its properties, including servicing
agreements, development agreements, site plan agreements, subdivision agreements, facilities sharing agreements, cost sharing agreements
and other similar agreements, charges or encumbrances, which do not in the aggregate materially interfere with the ordinary course
conduct of the business of Propco and its Subsidiaries, taken as a whole;


 






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(8)               
 Liens (a) securing Hedging Obligations, Cash Management Obligations and the costs thereof; (b) that are rights
of set-off, rights of pledge or other bankers’ Liens (i) relating to treasury, depository and cash management services
or any automated clearing house transfers of funds in the ordinary course of business or consistent with past practice, (ii) relating
to pooled deposit or sweep accounts to permit satisfaction of overdraft or similar obligations incurred in the ordinary course
of business of Propco or any Subsidiary or consistent with past practice or (iii) relating to purchase orders and other agreements
entered into with customers of Propco or any Subsidiary in the ordinary course of business or consistent with past practice; (c) encumbering
reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity trading accounts or other brokerage
accounts incurred in the ordinary course of business or consistent with past practice and not for speculative purposes; and (d) (i)
of a collection bank arising under Section 4-210 of the UCC or any comparable or successor provision on items in the course
of collection and (ii) in favor of a banking or other financial institution or electronic payment service providers arising
as a matter of law encumbering deposits (including the right of set-off) arising in the ordinary course of business in connection
with the maintenance of such accounts and (iii) arising under customary general terms and conditions of the account bank in
relation to any bank account maintained with such bank and attaching only to such account and the products and proceeds thereof,
which Liens, in any event, do not secure any Indebtedness;


 


(9)               
other than with respect to Collateral, leases, licenses, subleases and sublicenses of assets (including real property, intellectual
property, software and other technology rights), in each case entered into in the ordinary course of business, consistent with
past practice or, with respect to intellectual property, software and other technology rights, that are not material to the conduct
of the business of Propco and its Restricted Subsidiaries, taken as a whole;


 


(10)            
Liens securing or otherwise arising out of judgments, decrees, attachments, orders or awards not giving rise to an Event
of Default under Section 6.1(a)(vii);


 


(11)            
Liens arising from UCC financing statements, including precautionary financing statements (or similar filings) regarding
operating leases or consignments entered into by Propco and its Subsidiaries;


 


(12)            
Liens existing on the Issue Date, excluding Liens securing the Notes;


 


(13)            
Liens securing Obligations relating to any Indebtedness or other obligations of Propco or a Subsidiary of Propco owing to
Propco or another Subsidiary of Propco, or Liens in favor of Propco, any Subsidiary of Propco or the Trustee or the Collateral
Trustee;


 


(14)            
Liens securing Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, and permitted
to be secured under this Indenture (other than Liens incurred in reliance on clause (3) of this definition); provided
that (a) any such Lien is limited to all or part of the same property or assets (plus property and assets affixed or appurtenant
thereto and additions, improvements, accessions, proceeds, dividends or distributions thereof, including after-acquired property
that is (i) affixed or incorporated into the property or assets covered by such Lien, (ii) after-acquired property
or assets subject to a Lien securing such Indebtedness, the terms of which Indebtedness require or include a pledge of after-acquired
property or assets and (iii) the proceeds and products thereof) that secured (or, under the written arrangements under which
the original Lien arose, could secure) the Obligations relating to the Indebtedness or other obligations being refinanced or is
in respect of property or assets that is or could be the security for or subject to a Permitted Lien hereunder, and (b) in
the case of a Lien securing Refinancing Indebtedness;


 


(15)            
(a) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed
by any government, statutory or regulatory authority, developer, landlord or other third party on property over which Propco or
any Restricted Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto
and (b) any condemnation or eminent domain proceedings affecting any real property;


 


(16)             Liens
on property or assets under construction (and related rights) in favor of a contractor or developer or arising from progress
or partial payments by a third party relating to such property or assets that are not overdue for a period of more than
120 days or that are being contested in good faith by appropriate proceedings; provided that appropriate reserves
required pursuant to GAAP (or other applicable accounting principles) have been made in respect thereof;


 






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(17)            
Liens arising out of conditional sale, title retention, hire purchase, consignment or similar arrangements for the sale
or purchase of goods entered into in the ordinary course of business or consistent with past practice;


 


(18)            
Liens deemed to exist in connection with Investments permitted under clause (4) of the definition of “Cash Equivalents”;


 


(19)            
Liens on (i) goods the purchase price of which is financed by a documentary letter of credit issued for the account
of Propco or any Subsidiary of Propco or Liens on bills of lading, drafts or other documents of title arising by operation of law
or pursuant to the standard terms of agreements relating to letters of credit, bank guarantees and other similar instruments and
(ii) specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect
of bankers’ acceptances or documentary letters of credit issued or created for the account of such Person to facilitate the
purchase, shipment or storage of such inventory or other goods;


 


(20)            
Liens on vehicles or equipment of Propco or any Subsidiary of Propco in the ordinary course of business or consistent with
past practice;


 


(21)            
Liens on assets or securities deemed to arise in connection with and solely as a result of the execution, delivery or performance
of contracts to sell such assets or securities if such sale is otherwise permitted by this Indenture;


 


(22)            
(a) Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto, and
(b) Liens, pledges, deposits made or other security provided to secure liabilities to, or indemnification obligations of (including
obligations in respect of letters of credit or bank guarantees for the benefits of), insurance carriers in the ordinary course
of business or consistent with past practice;


 


(23)            
Liens solely on any cash earnest money deposits made in connection with any letter of intent or purchase agreement permitted
under this Indenture;


 


(24)            
Liens (i) on cash advances or escrow deposits in favor of the seller of any property to be acquired in an Investment
permitted under this Indenture to be applied against the purchase price for such Investment or otherwise in connection with any
escrow arrangements with respect to any such Investment (including any letter of intent or purchase agreement with respect to such
Investment), and (ii) consisting of an agreement to sell, transfer, lease or otherwise dispose of any property in an asset
sale, in each case, solely to the extent such Investment or sale, transfer, lease or other disposition, as the case may be, would
have been permitted on the date of the creation of such Lien;


 


(25)            
rights of recapture of unused real property in favor of the seller of such property set forth in customary purchase agreements
and related arrangements with any government, statutory or regulatory authority;


 


(26)            
the rights reserved to or vested in any Person or government, statutory or regulatory authority by the terms of any lease,
license, franchise, grant or permit held by Propco or any Subsidiary of Propco or by a statutory provision, to terminate any such
lease, license, franchise, grant or permit, or to require annual or periodic payments as a condition to the continuance thereof;


 


(27)            
restrictive covenants affecting the use to which real property may be put and Liens or covenants restricting or prohibiting
access to or from lands abutting on controlled access highways or covenants affecting the use to which lands may be put; provided
that such Liens or covenants do not interfere with the ordinary conduct of the business of Propco or any Subsidiary of Propco;


 






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(28)            
 Liens on property, assets or Permitted Investments used to defease or to satisfy or discharge Indebtedness; provided
such defeasance, satisfaction or discharge is not prohibited by this Indenture;


 


(29)            
Liens relating to escrow arrangements securing Indebtedness, including (i) Liens on escrowed proceeds from the issuance
of Indebtedness for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters, arrangers,
trustee or collateral agent thereof) and (ii) Liens on cash or Cash Equivalents set aside at the time of the incurrence of
any Indebtedness, in either case to the extent such cash or Cash Equivalents prefund the payment of interest or premium or discount
on such Indebtedness (or any costs related to the issuance of such Indebtedness) and are held in an escrow account or similar arrangement
to be applied for such purpose; and


 


(30)            
Liens arising in connection with any Permitted Intercompany Activities, Permitted Tax Restructuring and related transactions.


 


In the event that a
Permitted Lien meets the criteria of more than one of the types of Permitted Liens (at the time of incurrence or at a later date),
Propco in its sole discretion may divide, classify or from time to time reclassify all or any portion of such Permitted Lien in
any manner that complies with this Indenture and such Permitted Lien shall be treated as having been made pursuant only to the
clause or clauses of the definition of Permitted Lien to which such Permitted Lien has been classified or reclassified.


 


“Permitted
Plan” means any employee benefits plan of the Company or any of its Affiliates and any Person acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan.


 


“Permitted
Tax Amount” means (a) if and for so long as the Company, Propco, or a Parent Entity or Subsidiary of Propco
(the “Group Member”) is a member of a group filing a consolidated or combined tax return with any Parent Entity, any
dividends or other distributions to fund any income Taxes for which such Parent Entity is liable up to an amount not to exceed
with respect to such Taxes the amount of any such Taxes that the Group Member and its Subsidiaries would have been required to
pay on a separate company basis or on a consolidated basis calculated as if the Group Member and its Subsidiaries had paid Tax
on a consolidated, combined, group, affiliated or unitary basis on behalf of an a group consisting only of the Group Member and
its Subsidiaries; and (b) for any taxable year (or portion thereof) ending after the Issue Date for which the Company, Propco,
or a Parent Entity or Subsidiary of Propco (the “Flow-Through Entity”)
is treated as a disregarded entity, partnership, or other flow-through entity for U.S. federal, state, provincial, territorial,
and/or local income Tax purposes, the payment of dividends or other distributions to the direct or indirect owner or owners of
equity of the Company in an aggregate amount equal to each of the direct or indirect owners’ Tax Amount. Each direct or indirect
owner’s “Tax Amount” is the product of (i) the aggregate taxable income of the Flow-Through Entity and
its Subsidiaries allocated to such owner for U.S. federal income tax purposes for such taxable year (or portion thereof) and (ii) the
highest combined marginal U.S. federal, state and/or local income tax rate applicable to an individual residing in California or
New York, New York (whichever is higher for the relevant taxable year or portion thereof).


 


“Permitted
Tax Restructuring” means any reorganizations and other activities related to tax planning and tax reorganization
entered into prior to, on or after the date hereof so long as such Permitted Tax Restructuring is not materially adverse to the
holders of the Notes (as determined by the Company in good faith).


 


“Person”
means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,
limited liability company, government or any agency or political subdivision thereof or any other entity.


 


“Post-Petition
Interest” means any interest or entitlement to fees or expenses or other charges that accrue after the commencement
of any bankruptcy or insolvency proceeding, whether or not allowed or allowable as a claim in any such bankruptcy or insolvency
proceeding.


 


“Predecessor
Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section
2.10 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt
as the mutilated, destroyed, lost or stolen Note.


 






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“Preferred
Stock,” as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation
or dissolution of such Person, over shares of Capital Stock of any other class of such Person.


 


“Propco”
means Macy’s Propco Holdings, LLC, an Ohio limited liability company and a direct, wholly-owned subsidiary of the Company,
together with its successors and assigns.


 


“QIB”
means any “qualified institutional buyer” as such term is defined in Rule 144A.


 


“Qualified
Securitization Financing” means any Securitization Facility that meets the following conditions: (i) the
Board of Directors shall have determined in good faith that such Securitization Facility (including financing terms, covenants,
termination events and other provisions) is in the aggregate economically fair and reasonable to the Company and its Subsidiaries,
(ii) all sales of Securitization Assets and related assets by the Company or any Subsidiary (other than Propco or any of its
Subsidiaries) to the Securitization Subsidiary or any other Person are made for fair consideration (as determined in good faith
by the Company) and (iii) the financing terms, covenants, termination events and other provisions thereof shall be fair and
reasonable terms (as determined in good faith by the Company) and may include Standard Securitization Undertakings.


 


“Rating
Agencies” means S&P, Moody’s and Fitch or if no rating of S&P, Moody’s or Fitch is publicly
available, as the case may be, the equivalent of such rating selected by the Company by any other Nationally Recognized Statistical
Rating Organization.


 


“Rating
Event” means the rating on the Notes is lowered by at least two of the three Rating Agencies and the Notes are
rated below Investment Grade Status by at least two of the three Rating Agencies, on any day during the period (which period will
be extended so long as the rating of the applicable senior notes is under publicly announced consideration for a possible downgrade
by any of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control
or the intention of the Company to effect a Change of Control and ending 60 days following consummation of such Change of
Control.


 


“Real
Estate Subsidiary” means a Subsidiary of Propco which (1) owns real property constituting Collateral subject
to the Master Lease and related assets and (2) owns no material assets other than Collateral and Permitted Investments.


 


“Real Property
Collateral” means, collectively, the Distribution Center Collateral, the Specified Real Estate Assets and the Store Collateral,
in each case, to the extent constituting Collateral or becoming Collateral in accordance with the Security Documents.


 


“Receivables
Assets” means (a) any accounts receivable owed to the Company or a Subsidiary (other than Propco or any of
its Subsidiaries) subject to a Receivables Facility and the proceeds thereof and (b) all collateral securing such accounts
receivable, all contracts and contract rights, guarantees or other obligations in respect of such accounts receivable, all records
with respect to such accounts receivable and any other assets customarily transferred together with accounts receivable in connection
with a non-recourse accounts receivable factoring arrangement.


 


“Receivables
Facility” means an arrangement between the Company or a Subsidiary (other than Propco or any of its
Subsidiaries) and a commercial bank, an asset based lender or other financial institution or an Affiliate thereof pursuant to
which (a) the Company or such Subsidiary (other than Propco or any of its Subsidiaries), as applicable, sells (directly
or indirectly) to such commercial bank, asset based lender or other financial institution (or such Affiliate) Receivables
Assets and (b) the obligations of the Company or such Subsidiary, as applicable, thereunder are non-recourse (except
for Securitization Repurchase Obligations) to the Company and such Subsidiary and (c) the financing terms, covenants,
termination events and other provisions thereof shall be on market terms (as determined in good faith by the Company) and may
include Standard Securitization Undertakings, and shall include any guaranty in respect of such arrangements.


 






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“refinance”
means refinance, refund, replace, renew, repay, modify, restate, defer, substitute, supplement, reissue, resell, extend or increase
(including pursuant to any defeasance or discharge mechanism) and the terms “refinances,” “refinanced”
and “refinancing” as used for any purpose in this Indenture shall have a correlative meaning.


 


“Refinancing
Indebtedness” means Indebtedness that is incurred to refund, refinance, replace, exchange, renew, repay or extend
(including pursuant to any defeasance or discharge mechanism) any Indebtedness existing on the Issue Date or incurred (or established)
in compliance with this Indenture (including Indebtedness of the Company that refinances Indebtedness of any Subsidiary and Indebtedness
of any Subsidiary that refinances Indebtedness of the Company or another Subsidiary) including Indebtedness that refinances Refinancing
Indebtedness; provided, however, that such Refinancing Indebtedness is incurred in an aggregate principal amount (or if
issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of (x) the aggregate
principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness
being Refinanced, plus (y) accrued and unpaid interest, dividends, premiums (including tender premiums), defeasance
costs, underwriting discounts, fees, costs and expenses (including original issue discount, upfront fees or similar fees) in connection
with such refinancing.


 


“Regulation
S” means Regulation S under the Securities Act.


 


“Regulation
S-X” means Regulation S-X under the Securities Act.


 


“Regulatory
Debt Facility” means, with respect to the Company or any of its Subsidiaries, one or more Credit Facilities entered
into pursuant to the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality
of the United States, including the Federal Reserve and other federal bank regulatory agencies) promulgated under the Coronavirus
Aid, Relief, and Economic Security Act or any other legislation, regulation, act or similar law of the United States in response
to, or related to the effect of, COVID-19, in each case, as amended from time to time.


 


“Related
Taxes” means (i) any Taxes, including sales, use, transfer, rental, ad valorem, value added, stamp,
property, consumption, franchise, license, capital, registration, business, customs, net worth, gross receipts, excise, occupancy,
intangibles or similar Taxes and other fees and expenses (other than (x) Taxes measured by income and (y) withholding
Taxes), required to be paid (provided such Taxes are in fact paid) by any Parent Entity by virtue of its:


 


(a)                
being organized or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests of any
corporation or other entity other than, directly or indirectly, the Company or any of the Company’s Subsidiaries) or otherwise
maintain its existence or good standing under applicable law,


 


(b)               
being a holding company parent, directly or indirectly, of the Company or any Subsidiaries of the Company,


 


(c)                
receiving dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Company
or any Subsidiaries of the Company, or


 


(d)               
having made any payment in respect to any of the items for which the Company is permitted to make payments to any Parent
Entity pursuant to Section 3.2; and


 


(ii)       any
Permitted Tax Amount.


 


“Restricted
Investment” means any Investment other than a Permitted Investment.


 


“Restricted
Notes” means Initial Notes and Additional Notes bearing the Restricted Notes Legend.


 






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“Restricted
Notes Legend” means the legend set forth in Section 2.1(d)(i).


 


“Restricted
Subsidiary” means, with respect to the Unsecured Guarantor, any Subsidiary of the Unsecured Guarantor other than an Unrestricted
Subsidiary.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


“S&P”
means Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized
Statistical Rating Organization.


 


“Sale
and Leaseback Transaction” means any arrangement providing for the leasing by the Company or any of the Subsidiaries
of any real or tangible personal property, which property has been or is to be sold or transferred by the Company or such Subsidiary
to a third Person in contemplation of such leasing.


 


“Screened
Affiliate” means any Affiliate of a Holder (i) that makes investment decisions independently from such Holder
and any other Affiliate of such Holder that is not a Screened Affiliate, (ii) that has in place customary information screens
between it and such Holder and any other Affiliate of such Holder that is not a Screened Affiliate and such screens prohibit the
sharing of information with respect to the Company or its Subsidiaries, (iii) whose investment policies are not directed by
such Holder or any other Affiliate of such Holder that is acting in concert with such Holder in connection with its investment
in the Notes, and (iv) whose investment decisions are not influenced by the investment decisions of such Holder or any other
Affiliate of such Holder that is acting in concert with such Holders in connection with its investment in the Notes.


 


“SEC”
means the Securities and Exchange Commission or any successor thereto.


 


“Secured
Indebtedness” means any Indebtedness secured by a Lien other than Indebtedness with respect to Cash Management
Obligations.


 


“Secured
Note Documents” means the Notes (including Additional Notes), the Note Guarantees, this Indenture and the Security
Documents.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder,
as amended.


 


“Securitization
Asset” means (a) any accounts receivable, loan receivables, royalty, franchise fee, license fee, patent or
other revenue streams and other rights to payment or related assets and the proceeds thereof and (b) all collateral securing
such receivable or asset, all contracts and contract rights, guarantees or other obligations in respect of such receivable or asset,
lockbox accounts and records with respect to such account or asset and any other assets customarily transferred (or in respect
of which security interests are customarily granted) together with accounts or assets in connection with a securitization, factoring
or receivable sale transaction.


 


“Securitization
Facility” means any of one or more securitization, financing, factoring or sales transactions, as amended, supplemented,
modified, extended, renewed, restated or refunded from time to time, pursuant to which the Company or any of the Subsidiaries (other
than Propco or its Subsidiaries) sells, transfers, pledges or otherwise conveys any Securitization Assets (whether now existing
or arising in the future) to a Securitization Subsidiary or any other Person.


 


“Securitization
Fees” means distributions or payments made directly or by means of discounts with respect to any Securitization
Asset or Receivables Asset or participation interest therein issued or sold in connection with, and other fees, expenses and charges
(including commissions, yield, interest expense and fees and expenses of legal counsel) paid in connection with, any Qualified
Securitization Financing or Receivables Facility.


 


“Securitization
Repurchase Obligation” means any obligation of a seller of Securitization Assets or Receivables Assets in a
Qualified Securitization Financing or a Receivables Facility to repurchase or otherwise make payments with respect to
Securitization Assets arising as a result of a breach of a representation, warranty or covenant or otherwise, including as a
result of a receivable or portion thereof becoming subject to any asserted defense, dispute, offset or counterclaim of any
kind as a result of any action taken by, any failure to take action by or any other event relating to the seller.


 






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“Securitization
Subsidiary” means any Subsidiary of the Company in each case formed for the purpose of and that solely engages
in one or more Qualified Securitization Financings or Receivables Facilities and other activities reasonably related thereto or
another Person formed for this purpose.


 


“Security
Agreement” means that certain Security Agreement, dated as of the Issue Date, among the Company, the Secured Guarantors
and the Collateral Trustee, as amended, amended and restated and otherwise modified pursuant to the terms of this Indenture or
the Collateral Trust Agreement, as applicable.


 


“Security
Documents” means, collectively, the Collateral Trust Agreement, the Security Agreement, mortgages and other security
or intercreditor agreements relating to the Collateral (including any Parity Lien Intercreditor Agreement or Junior Lien Intercreditor
Agreement) and instruments filed and recorded in appropriate jurisdictions to preserve and protect the Liens on the Collateral
(including, without limitation, financing statements under the UCC of the relevant states applicable to the Collateral), each for
the benefit of the Collateral Trustee, as amended, amended and restated, modified, renewed or replaced from time to time.


 


“Series
of Parity Lien Debt” means, severally, the Notes and each other issue or series of Parity Lien Debt for which
a single transfer register is maintained. For the avoidance of doubt, all reimbursement obligations in respect of letters of credit
issued pursuant to a Parity Lien Document shall be part of the same Series of Parity Lien Debt as all other Parity Lien Debt incurred
pursuant to such Parity Lien Document.


 


“Short
Derivative Instrument” means a Derivative Instrument (i) the value of which generally decreases, and/or the
payment or delivery obligations under which generally increase, with positive changes to the Performance References and/or (ii) the
value of which generally increases, and/or the payment or delivery obligations under which generally decrease, with negative changes
to the Performance References.


 


“Significant
Subsidiary” means (i) Propco and (ii) any Restricted Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02(w)(2) of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in
effect on the Issue Date.


 


“Similar
Business” means (a) any businesses, services or activities engaged in by the Company or any of its Subsidiaries
or any Associates on the Issue Date, (b) any businesses, services and activities engaged in by the Company or any of its Subsidiaries
or any Associates that are related, complementary, incidental, ancillary or similar to any of the foregoing or are extensions or
developments of any thereof and (c) a Person conducting a business, service or activity specified in clauses (a) and (b), and any
subsidiary thereof. For the avoidance of doubt, any Person that invests in or owns Capital Stock or Indebtedness of another Person
that is engaged in a Similar Business shall be deemed to be engaged in a Similar Business.


 


“Specified
Real Estate Asset” means each mortgaged property described under “Description of Property—Urban Iconic
Properties” in the Offering Memorandum.


 


“Standard
Securitization Undertakings” means representations, warranties, covenants, guarantees and indemnities entered
into by the Company or any Subsidiary of the Company which the Company has determined in good faith to be customary in a Securitization
Facility or Receivables Facility, including those relating to the servicing of the assets of a Securitization Subsidiary, it being
understood that any Securitization Repurchase Obligation shall be deemed to be a Standard Securitization Undertaking or, in the
case of a Receivables Facility, a non-credit related recourse accounts receivable factoring arrangement.


 


“Stated
Maturity” means, with respect to any security, the date specified in such security as the fixed date on which
the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall
not include any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled
for the payment thereof.


 






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“Store
Collateral” means each mortgaged property described under “Description of Property—Mall Locations”
in the Offering Memorandum constituting Collateral and any other properties or assets constituting, part of or related to a retail
store that become Collateral in accordance with the Security Documents.


 


“Store Grader”
means Green Street Advisors LLC or any of its successor or assigns.


 


“Subordinated
Indebtedness” means, with respect to any person, any Indebtedness (whether outstanding on the Issue Date or thereafter
incurred) which is expressly subordinated in right of payment to the Notes pursuant to a written agreement.


 


“Subsidiary”
means, with respect to any Person:


 


(1)               
any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company
or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination
owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination
thereof; or


 


(2)               
any partnership, joint venture, limited liability company or similar entity of which:


 


(a)                
more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership
interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries
of that Person or a combination thereof whether in the form of membership, general, special or limited partnership interests or
otherwise; and


 


(b)               
such Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity; or


 


(3)               
at the election of the Company, any partnership, joint venture, limited liability company or similar entity of which such
Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.


 


“Taxes”
means all present and future taxes, levies, imposts, deductions, charges, duties and withholdings and any charges of a similar
nature (including interest, penalties and other liabilities with respect thereto) that are imposed by any government or other taxing
authority.


 


“Transaction
Expenses” means any fees, costs and expenses (including all legal, accounting and other professional fees, costs
and expenses) incurred or paid by the Company or any Subsidiary associated or in connection with the Transactions, including any
fees, costs and expenses associated with payments or distributions to dissenting stockholders (including in connection with, or
as a result of, exercise of dissenters’ or appraisal rights and the settlement of any claims or action (whether actual, contingent
or potential) with respect thereto).


 


“Transactions”
means the draw-down on the Revolving Credit Facility in March 2020, the entry into the ABL Credit Facility, the issuance of
the Notes, the payment of Transaction Expenses, other related transactions as described in the offering memorandum and the consummation
of any other transaction in connection with the foregoing.


 


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended.


 


“Trust
Officer” means, when used with respect to the Trustee, any officer within the corporate trust department of the
Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any
other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall
be such officers, respectively, or to whom any corporate trust matter relating to this Indenture is referred because of such Person’s
knowledge of and familiarity with the particular subject and who, in each case, shall have direct responsibility for the administration
of this Indenture.


 






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“Trustee”
means U.S. Bank National Association, together with its successors and assigns.


  


“UCC”
means the Uniform Commercial Code (or equivalent statute) as in effect from time to time in the State of New York; provided,
however, that at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of a collateral
agent’s security interest in any item or portion of the collateral is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than the State of New York, the term “UCC” shall mean the Uniform Commercial Code as in effect,
at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for
purposes of definitions relating to such provisions.


 


“Unrestricted
Subsidiary” means (1) Macy’s Credit and Customer Services, Inc., (2) any Subsidiary of the
Unsecured Guarantor the primary business of which consists of, and is restricted by the charter, partnership agreement, or similar
organizational document of such Subsidiary to, financing operations on behalf of the Unsecured Guarantor and its Subsidiaries,
and/or purchasing accounts receivable or direct or indirect interests therein, and/or making loans secured by accounts receivable
or direct or indirect interests therein (and business related to the foregoing), or which is otherwise primarily engaged in, and
restricted by its charter, partnership agreement, or similar organizational document to, the business of a finance company (and
business related thereto), which, in accordance with the provisions of this Indenture, has been designated by Board Resolution
of the Company as an Unrestricted Subsidiary, in each case unless and until any of the Subsidiaries of the Unsecured Guarantor
referred to in the foregoing clauses (a) and (b) is, in accordance with the provisions of this Indenture, designated
by a resolution of the Board of Directors of the Unsecured Guarantor as a Restricted Subsidiary, and (3) any Subsidiary of
the Unsecured Guarantor of which, in the case of a corporation, more than 50% of the issued and outstanding capital stock having
ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital
stock of any other class or classes of such corporation has or might have voting power upon the occurrence of any contingency),
or, in the case of any partnership or other legal entity, more than 50% of the ordinary equity capital interests, is at the time
directly or indirectly owned or controlled by one or more Unrestricted Subsidiaries and the primary business of which consists
of, and is restricted by the charter, partnership agreement, or similar organizational document of such Subsidiary to, financing
operations on behalf of the Unsecured Guarantor and its Subsidiaries, and/or purchasing accounts receivable or direct or indirect
interests therein, and/or making loans secured by accounts receivable or direct or indirect interests therein (and business related
to the foregoing), or which is otherwise primarily engaged in, and restricted by its charter, partnership agreement or similar
organizational document to, the business of a finance company (and business related thereto).


 


“Unsecured
Guarantor” means Macy’s Retail Holdings, LLC, together with its successors and assigns.


 


“U.S.
Government Obligations” means securities that are (1) direct obligations of the United States of America
for the timely payment of which its full faith and credit is pledged or (2) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally Guaranteed
as a full faith and credit obligation of the United States of America, which, in either case, are not callable or redeemable at
the option of the Company thereof, and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2)
of the Securities Act), as custodian with respect to any such U.S. Government Obligations or a specific payment of principal of
or interest on any such U.S. Government Obligations held by such custodian for the account of the holder of such depositary receipt,
provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligations
or the specific payment of principal of or interest on the U.S. Government Obligations evidenced by such depositary receipt.


 


“Voting
Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled to
vote in the election of directors.


 


“Weighted
Average Life” means, with respect to any Indebtedness, the quotient obtained by dividing (i) the sum of the
products of (x) the number of years from the date of determination to the dates of each successive scheduled principal payment
of such Indebtedness and (y) the amount of such principal payment by (ii) the sum of all such principal payments.


 






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Section
1.2         
Other Definitions.


 


	
        Term 
	
        Defined
in

Section 

	“Acceptable Commitment”	3.5(a)(iii)(B)
	“Accounting Change” 	“GAAP”
	“Accredited Investor Notes” 	2.1(b)
	“Action” 	12.7(u)
	“Additional Restricted Notes”	2.1(b)
	“Advance Offer” 	3.5
	“Advance Portion” 	3.5
	“Affiliate Transaction”	3.9(a)
	“Agent Members”	2.1(e)(ii)
	“Applicable Premium Deficit”	8.4(a)
	“Approved Foreign Bank”	“Cash Equivalents”
	“Asset Disposition Offer”	3.5(a)
	“Authenticating Agent”	2.2
	“CERCLA” 	12.7(p)
	“Change of Control Offer”	3.10(a)
	“Change of Control Payment”	3.10(b)
	“Change of Control Payment Date”	3.10(b)(ii)
	“Clearstream”	2.1(b)
	“Covenant Defeasance”	8.3
	“Defaulted Interest”	2.14
	“equity incentives” 	“Consolidated Net Income”
	“Euroclear”	2.1(b)
	“Event of Default”	6.1(a)
	“Excess Proceeds”	3.5(a)



 



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        Term 
	
        Defined
in

Section 




	“Global Notes”	2.1(b)
	“Guaranteed Obligations”	10.1
	“Increased Amount”	3.6(a)
	“Initial Default”	6.1(b)
	“Initial Lien”	3.6(a)
	“Institutional Accredited Investor Global Notes” 	2.1(b)
	“Institutional Accredited Investor Notes” 	2.1(b)
	“Issuer Order”	2.2
	“Legal Defeasance” 	8.2
	“Legal Holiday” 	13.6
	“Notes Register”	2.3
	“primary obligations” 	“Contingent Obligations”
	“protected purchaser”	2.10
	“Redemption Date”	5.6(a)
	“Registrar”	2.3
	“Regulation S Global Note”	2.1(b)
	“Regulation S Notes”	2.1(b)
	“Related Person” 	12.7(b)
	“Resale Restriction Termination Date”	2.6(b)
	“Restricted Payment”	3.2(a)
	“Restricted Period”	2.1(b)
	“Rule 144A Global Note”	2.1(b)
	“Rule 144A Notes”	2.1(b)
	“Security Document Order” 	12.7(q)
	“Special Interest Payment Date”	2.14(a)



 



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        Term 
	
        Defined
in

Section 

	“Special Record Date”	2.14(a)
	“Successor Company”	4.1(a)(i)
	“Suspended Covenants” 	3.17
	“Suspension Period”	3.17
	“Treasury Capital Stock” 	3.2(b)(ii)


 


Section
1.3         
Rules of Construction.


 


(a)                
Unless the context otherwise requires:


 


(i)                 
a term has the meaning assigned to it;


 


(ii)               
an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;


 


(iii)             
“or” is not exclusive;


 


(iv)              
“including” means including without limitation;


 


(v)               
words in the singular include the plural and words in the plural include the singular;


 


(vi)              
“will” shall be interpreted to express a command;


 


(vii)            
the principal amount of any non-interest bearing or other discount security at any date shall be the principal
amount thereof that would be shown on a balance sheet of the Issuer dated such date prepared in accordance with GAAP;


 


(viii)          
the principal amount of any preferred stock shall be (i) the maximum liquidation value of such preferred stock or
(ii) the maximum mandatory redemption or mandatory repurchase price with respect to such preferred stock, whichever is greater;


 


(ix)              
all amounts expressed in this Indenture or in any of the Notes in terms of money refer to the lawful currency of
the United States of America;


 


(x)               
the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;


 


(xi)              
except as otherwise stated, (a) references herein to Articles, Sections and Exhibit mean the Articles and Sections
of and Exhibits to this Indenture and (b) each reference herein to a particular Article or Section includes the Sections, subsections
and paragraphs subsidiary thereto; and


 


(xii)            
unless otherwise specifically indicated, the term “consolidated” with respect to any Person refers to
such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as
if such Unrestricted Subsidiary were not an Affiliate of such Person.


 






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(b)               
 Notwithstanding anything to the contrary herein, in the event any Lien is incurred or other transaction is undertaken
in reliance on any ratio based exceptions, thresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence,
issuance or other transaction without giving effect to amounts being utilized under any other exceptions, thresholds or baskets
(other than ratio based baskets) on the same date. Each Lien incurred and each other transaction undertaken will be deemed to have
been incurred, issued or taken first, to the extent available, pursuant to the relevant ratio based test. Any calculation or measure
that is determined with reference to the Company’s financial statements (including Consolidated EBITDA, Consolidated Interest
Expense, Consolidated Net Income, Fixed Charges and Consolidated Total Leverage Ratio) may be determined with reference to the
financial statements of a Parent Entity instead, so long as such Parent Entity does not hold any material assets other than, directly
or indirectly, the Capital Stock of the Company.


 


(c)                
For purposes of making the computation referred to above when such computation is to be made on a “pro forma”
basis, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions
and disposed or discontinued operations that have been made by the Company or any of its Subsidiaries, during the reference period
or subsequent to the reference period and on or prior to or simultaneously with any calculation date shall be calculated on a pro
forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational
changes, business expansions and disposed or discontinued operations (and the change in any associated fixed charge obligations
and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the reference period. If since the
beginning of such period any Person that subsequently became a Subsidiary or was merged or amalgamated with or into the Company
or any of its Subsidiaries since the beginning of such period shall have made any Investment, acquisition, disposition, merger,
amalgamation, consolidation, operational change, business expansion or disposed or discontinued operation that would have required
adjustment pursuant to this definition, then all ratios and other calculations shall be calculated giving pro forma effect thereto
for such period as if such Investment, acquisition, disposition, merger, amalgamation, consolidation or disposed operation had
occurred at the beginning of the reference period.


 


(d)               
Notwithstanding anything to the contrary herein, when calculating any ratio based exceptions, thresholds and baskets,
such ratio(s), in each case in connection with a Limited Condition Transaction, the date of determination of such ratio and of
any Default or Event of Default blocker shall, at the option of the Company, be the date the definitive agreement for such Limited
Condition Transaction is entered into and such ratios shall be calculated on a pro forma basis after giving effect to such Limited
Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of any Lien)
as if they occurred at the beginning of the reference period, and, for the avoidance of doubt, (x) if any such ratios are
exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Company or the
target Person or the Collateral Coverage Ratio) at or prior to the consummation of the relevant Limited Condition Transaction,
such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether
the Limited Condition Transaction is permitted hereunder and (y) such ratios shall not be tested at the time of consummation
of such Limited Condition Transaction or related transactions; provided, further, that if the Company elects to have such
determinations occur at the time of entry into such definitive agreement, any such transaction shall be deemed to have occurred
on the date the definitive agreement is entered into and thereafter for purposes of subsequently calculating any ratios under this
Indenture after the date of such agreement and before the consummation of such Limited Condition Transaction, and to the extent
baskets were utilized in satisfying any covenants, such baskets shall be deemed utilized, but any calculation of Consolidated Net
Income for purposes of making of Restricted Payments by the Company (not related to such Limited Condition Transaction) shall not
reflect such Limited Condition Transaction until it is closed.


 


(e)                 For
purposes of this Indenture, whenever pro forma effect is to be given to a transaction (including the Transactions), the pro
forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company (and may
include, for the avoidance of doubt, cost savings, operating expenses reductions and synergies resulting from such
transactions which is being given pro forma effect. If any Indebtedness bears a floating rate of interest and is being given
pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the relevant calculation
date had been the applicable rate for the entire reference period (taking into account any Hedging Obligations applicable to
such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably
determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such
Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on
any Indebtedness under a revolving credit facility computed with a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the reference period except as set forth in the first paragraph of this definition.
Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar
rate, a eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually
chosen, or if none, then based upon such optional rate chosen as the Company may designate.


 






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Article
II

THE NOTES


 


Section
2.1         
Form, Dating and Terms.


 


(a)                
The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.
The Initial Notes issued on the date hereof will be in an aggregate principal amount of $1,300,000,000. In addition, the Issuer
may issue, from time to time in accordance with the provisions of this Indenture, Additional Notes (as provided herein), subject
to compliance with Section 3.6. Furthermore, Notes may be authenticated and delivered upon registration of transfer, exchange
or in lieu of, other Notes pursuant to Sections 2.2, 2.6, 2.10, 2.12, 5.5 or 9.4,
in connection with an Asset Disposition Offer or Collateral Advance Offer pursuant to Section 3.5 or in connection with
a Change of Control Offer pursuant to Section 3.10.


 


With respect to any
Additional Notes, the Issuer shall set forth in one or more indentures supplemental hereto, the following information:


 


(A)       the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;


 


(B)       the
issue price and the issue date of such Additional Notes, including the date from which interest shall accrue; and


 


(C)       whether
such Additional Notes shall be Restricted Notes.


 


In authenticating and
delivering Additional Notes, the Trustee shall be entitled to receive and shall be fully protected in relying upon, in addition
to the Opinion of Counsel and Officer’s Certificate required by Section 13.2, an Opinion of Counsel as to the due
authorization, execution, delivery, validity and enforceability of such Additional Notes.


 


The Initial Notes and
the Additional Notes shall be considered collectively as a single class for all purposes of this Indenture, provided that
any Additional Notes will not be issued with the same CUSIP, ISIN or other identifying number as the Initial Notes unless such
Additional Notes are fungible with the Initial Notes for U.S. federal income tax purposes, or the if the Company otherwise determines
that any Additional Notes should be differentiated from any other Notes. Holders of the Initial Notes and the Additional Notes
will vote and consent together on all matters to which such Holders are entitled to vote or consent as one class, and none of the
Holders of the Initial Notes or the Additional Notes shall have the right to vote or consent as a separate class on any matter
to which such Holders are entitled to vote or consent.


 


(b)               
The Initial Notes are being offered and sold by the Issuer pursuant to a Purchase Agreement, dated May 27, 2020,
among the Issuer and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives for the several Initial
Purchasers. The Initial Notes and any Additional Notes (if issued as Restricted Notes) (the “Additional
Restricted Notes”) will be resold initially only to (A) Persons they reasonably believe to be QIBs in reliance
on Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes and Additional Restricted
Notes may thereafter be transferred to, among others, persons reasonably believed to be QIBs, purchasers in reliance on Regulation S,
and AIs and IAIs in accordance with Rule 501 under the Securities Act in each case, in accordance with the procedure described
herein. Additional Notes offered after the date hereof may be offered and sold by the Issuer from time to time pursuant to one
or more purchase agreements in accordance with applicable law.


 






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Initial Notes and Additional
Restricted Notes offered and sold to persons reasonably believed to be QIBs in the United States of America in reliance on Rule 144A
(the “Rule 144A Notes”) shall be issued in the form of a permanent
global Note substantially in the form of Exhibit A, which is hereby incorporated by reference and made a part of this Indenture,
including appropriate legends as set forth in Section 2.1(d) (the “Rule 144A
Global Note”), deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated
by the Trustee as hereinafter provided. The Rule 144A Global Note may be represented by more than one certificate if so required
by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate principal
amount of the Rule 144A Global Note may from time to time be increased or decreased by adjustments made on the records of
the Trustee, as custodian for DTC or its nominee, as hereinafter provided.


 


Initial Notes and any
Additional Restricted Notes offered and sold to non-U.S. Persons outside the United States of America (the “Regulation S
Notes”) in reliance on Regulation S shall be issued in the form of a permanent global Note substantially
in the form of Exhibit A including appropriate legends as set forth in Section 2.1(d) (the “Regulation S
Global Note”). Each Regulation S Global Note will be deposited upon issuance with, or on behalf of, the Trustee
as custodian for DTC in the manner described in this Article II. Prior to the 40th day after the later of the commencement
of the offering of the Initial Notes and the Issue Date (such period through and including such 40th day, the “Restricted
Period”), interests in the Regulation S Global Note may only be transferred to non-U.S. persons pursuant
to Regulation S, unless exchanged for interests in a Global Note in accordance with the transfer and certification requirements
described herein.


 


Investors may hold
their interests in the Regulation S Global Note through organizations other than Euroclear Bank S.A./N.V. (“Euroclear”)
or Clearstream Banking, société anonyme (“Clearstream”)
that are participants in DTC’s system or directly through Euroclear or Clearstream, if they are participants in such systems,
or indirectly through organizations which are participants in such systems. If such interests are held through Euroclear or Clearstream,
Euroclear and Clearstream will hold such interests in the applicable Regulation S Global Note on behalf of their participants
through customers’ securities accounts in their respective names on the books of their respective depositaries. Such depositaries,
in turn, will hold such interests in the applicable Regulation S Global Note in customers’ securities accounts in the
depositaries’ names on the books of DTC.


 


The Regulation S
Global Note may be represented by more than one certificate if so required by DTC’s rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount of the Regulation S Global Note may from
time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for DTC or its nominee,
as hereinafter provided.


 


Initial Notes and Additional
Restricted Notes resold to IAIs (the “Institutional Accredited Investor Notes”)
in the United States of America will be issued in the form of a permanent global Note substantially in the form of Exhibit A including
appropriate legends as set forth in Section 2.1(d) (the “Institutional Accredited
Investor Global Note”) deposited with the Trustee, as custodian for DTC, duly executed by the Issuer and authenticated
by the Trustee as hereinafter provided. The Institutional Accredited Investor Global Note may be represented by more than one certificate,
if so required by DTC’s rules regarding the maximum principal amount to be represented by a single certificate. The aggregate
principal amount of the Institutional Accredited Investor Global Note may from time to time be increased or decreased by adjustments
made on the records of the Trustee, as custodian for DTC or its nominee, as hereinafter provided.


 


Initial Notes and Additional
Restricted Notes resold to AIs in the United States of America will be issued in the form of a Definitive Note substantially in
the form of Exhibit A including the legend as set forth in Section 2.1(d) (an “Accredited
Investor Note”).


 


The Rule 144A
Global Note, the Regulation S Global Note and the Institutional Accredited Investor Global Note are sometimes collectively
herein referred to as the “Global Notes.”


 






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The principal of
(and premium, if any) and interest on the Notes shall be payable at the office or agency of the Paying Agent designated by
the Issuer maintained for such purpose (which shall initially be the Corporate Trust Office of the Trustee maintained for
such purpose, it being understood that, in acting hereunder and in connection with the Notes, the Paying Agent shall act
solely as an agent of the Company and will not thereby assume any obligations towards or relationship of agency or trust for
or with any Holder), or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section
2.3; provided, however, that, at the option of the Paying Agent, each installment of interest may be paid
by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register or
(ii) wire transfer to an account located in the United States maintained by the payee, subject to the last sentence of
this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and
interest) will be made by wire transfer of immediately available funds to the accounts specified by DTC. Payments in respect
of Notes represented by Definitive Notes (including principal, premium, if any, and interest) held by a Holder of at least
$1,000,000 aggregate principal amount of Notes represented by Definitive Notes will be made in accordance with the Notes
Register, or by wire transfer to a Dollar account maintained by the payee with a bank in the United States if such Holder
elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such effect designating such
account no later than 15 days immediately preceding the relevant due date for payment (or such other date as the Trustee
or Paying Agent, as applicable, may accept in its discretion).


 


The Notes may have
notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on Exhibit A
and in Section 2.1(d). The Issuer shall approve any notation, endorsement or legend on the Notes. Each Note shall be dated
the date of its authentication. The terms of the Notes set forth in Exhibit A are part of the terms of this Indenture and,
to the extent applicable, the Issuer, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly
agree to be bound by such terms.


 


(c)                
Denominations. The Notes shall be issuable only in fully registered form in minimum denominations of $2,000
and any integral multiple of $1,000 in excess thereof.


 


(d)               
Restrictive and Global Note Legends.


 


(i)                 
Unless and until (A) an Initial Note or an Additional Note issued as a Restricted Note is sold under an effective
registration statement or (B) the Issuer receives an Opinion of Counsel satisfactory to it to the effect that neither such legend
nor the related restrictions on transfer are required in order to maintain compliance with the provisions of the Securities Act,
the Rule 144A Global Note, the Regulation S Global Note, the Institutional Accredited Investor Global Note and the Accredited
Investor Note shall each bear the following legend on the face thereof:


 


THE NOTES HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION AS SET FORTH BELOW. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”)), (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), OR
(C) IT IS AN “ACCREDITED INVESTOR” (AS DEFINED IN RULE 501(a)(1),
(2), (3), OR (7) UNDER THE SECURITIES ACT (AN “ACCREDITED
INVESTOR”), (2) AGREES TO OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH NOTE PRIOR TO THE EXPIRATION OF THE
HOLDING PERIOD THEN IMPOSED BY RULE 144 UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION) ONLY (A) TO THE ISSUER OR ANY
SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C)
FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) OUTSIDE THE UNITED STATES PURSUANT TO OFFERS AND SALES
TO NON-U.S. PERSONS IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904
UNDER THE SECURITIES ACT, (E) INSIDE THE UNITED STATES TO AN ACCREDITED INVESTOR THAT, PRIOR TO SUCH TRANSFER, FURNISHES (OR
HAS FURNISHED ON IT BEHALF BY A U.S. BROKER DEALER) TO THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND
AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE TRUSTEE
FOR THIS NOTE) OR (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE ISSUER’S OR THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D),
(E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF
THEM.


 






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(ii)               
Each Global Note, whether or not an Initial Note, shall bear the following legend on the face thereof:


 


UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
NEW YORK, NEW YORK, TO THE ISSUER OR THE AGENT OF THE ISSUER FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


In the case of the Regulation
S Global Note: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES
ACT.


 


(e)                
Book-Entry Provisions. (i) This Section 2.1(e) shall apply only to Global Notes deposited with
the Trustee, as custodian for DTC, and for which the applicable procedures of DTC shall govern.


 


(i)                 
Each Global Note initially shall (x) be registered in the name of DTC or the nominee of DTC, (y) be delivered
to the Notes Custodian for DTC and (z) bear legends as set forth in Section 2.1(d)(ii). Transfers of a Global Note
(but not a beneficial interest therein) will be limited to transfers thereof in whole, but not in part, to DTC, its successors
or its respective nominees, except as set forth in Section 2.1(e)(iv) and (f). If a beneficial interest in a Global
Note is transferred or exchanged for a beneficial interest in another Global Note, the Notes Custodian will (x) record a decrease
in the principal amount of the Global Note being transferred or exchanged equal to the principal amount of such transfer or exchange
and (y) record a like increase in the principal amount of the other Global Note. Any beneficial interest in one Global Note
that is transferred to a Person who takes delivery in the form of an interest in another Global Note, or exchanged for an interest
in another Global Note, will, upon transfer or exchange, cease to be an interest in such Global Note and become an interest in
the other Global Note and, accordingly, will thereafter be subject to all transfer and exchange restrictions, if any, and other
procedures applicable to beneficial interests in such other Global Note for as long as it remains such an interest.


 






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(ii)                Members
of, or participants in, DTC (“Agent Members”) shall have no
rights under this Indenture with respect to any Global Note held on their behalf by DTC or by the Notes Custodian as the
custodian of DTC or under such Global Note, and DTC may be treated by the Issuer, the Trustee and any agent of the Issuer or
the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from giving effect to any written
certification, proxy or other authorization furnished by DTC or impair, as between DTC and its Agent Members, the operation
of customary practices of DTC governing the exercise of the rights of a holder of a beneficial interest in any Global
Note.


 


(iii)             
In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to Section 2.1(f)
to beneficial owners who are required to hold Definitive Notes, the Notes Custodian shall reflect on its books and records the
date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest
in the Global Note to be transferred, and the Issuer shall execute, and the Trustee shall authenticate and make available for delivery,
one or more Definitive Notes of like tenor and amount.


 


(iv)              
In connection with the transfer of an entire Global Note to beneficial owners pursuant to Section 2.1(f),
such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Issuer shall execute, and the Trustee
shall authenticate and make available for delivery, to each beneficial owner identified by DTC in exchange for its beneficial interest
in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.


 


(v)               
The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Agent Members
and persons that may hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture
or the Notes.


 


(vi)              
Any Holder of a Global Note shall, by acceptance of such Global Note, agree that transfers of beneficial interests
in such Global Note may be effected only through a book-entry system maintained by (A) the Holder of such Global Note
(or its agent) or (B) any holder of a beneficial interest in such Global Note, and that ownership of a beneficial interest
in such Global Note shall be required to be reflected in a book entry.


 


(f)                 
Definitive Notes. Except as provided below, owners of beneficial interests in Global Notes will not be entitled
to receive Definitive Notes. Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests
in a Global Note if (A) DTC notifies the Issuer that it is unwilling or unable to continue as Depositary for such Global Note
or DTC ceases to be a clearing agency registered under the Exchange Act, at a time when DTC is required to be so registered in
order to act as depositary, and in each case a successor depositary is not appointed by the Issuer within 90 days of such
notice, (B) the Issuer in its sole discretion executes and deliver to the Trustee and Registrar an Officer’s Certificate
stating that such Global Note shall be so exchangeable or (C) an Event of Default has occurred and is continuing and the Registrar
has received a written request from DTC. In the event of the occurrence of any of the events specified in the second preceding
sentence or in clause (A), (B) or (C) of the preceding sentence, the Issuer shall promptly make available to the Registrar
a reasonable supply of Definitive Notes. In addition, any Note transferred to an affiliate (as defined in Rule 405 under the
Securities Act) of the Issuer or evidencing a Note that has been acquired by an affiliate in a transaction or series of transactions
not involving any public offering must, until one year after the last date on which either the Issuer or any affiliate of the Issuer
was an owner of the Note, be in the form of a Definitive Note and bear the legend regarding transfer restrictions in Section
2.1(d)(i). If required to do so pursuant to any applicable law or regulation, beneficial owners may also obtain Definitive
Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with DTC’s and the Registrar’s
procedures.


 


(i)                 
Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 2.1(e) shall,
except as otherwise provided by Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to
the Global Note set forth in Section 2.1(d)(i).


 






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(ii)               
 If a Definitive Note is transferred or exchanged for a beneficial interest in a Global Note, the Trustee will (x) cancel
such Definitive Note, (y) record an increase in the principal amount of such Global Note equal to the principal amount of
such transfer or exchange and (z) in the event that such transfer or exchange involves less than the entire principal amount
of the canceled Definitive Note, the Issuer shall execute, and the Trustee shall authenticate and make available for delivery,
to the transferring Holder a new Definitive Note representing the principal amount not so transferred.


 


(iii)             
If a Definitive Note is transferred or exchanged for another Definitive Note, (x) the Trustee will cancel the
Definitive Note being transferred or exchanged, (y) the Issuer shall execute, and the Trustee shall authenticate and make
available for delivery, one or more new Definitive Notes in authorized denominations having an aggregate principal amount equal
to the principal amount of such transfer or exchange to the transferee (in the case of a transfer) or the Holder of the canceled
Definitive Note (in the case of an exchange), registered in the name of such transferee or Holder, as applicable, and (z) if
such transfer or exchange involves less than the entire principal amount of the canceled Definitive Note, the Issuer shall execute,
and the Trustee shall authenticate and make available for delivery to the Holder thereof, one or more Definitive Notes in authorized
denominations having an aggregate principal amount equal to the untransferred or unexchanged portion of the canceled Definitive
Notes, registered in the name of the Holder thereof.


 


(iv)              
Notwithstanding anything to the contrary in this Indenture, in no event shall a Definitive Note be delivered upon
exchange or transfer of a beneficial interest in the Regulation S Global Note prior to the end of the Restricted Period.


 


Section
2.2         
Execution and Authentication. One Officer of the Issuer shall sign the Notes for the Issuer by manual, facsimile
or electronic signature. If the Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates
the Note, the Note shall be valid nevertheless.


 


A Note shall not be
valid until an authorized officer of the Trustee, acting in all instances of authentication hereunder upon an Issuer Order (as
defined below), authenticates the Note. The Trustee may authenticate the Note by manual, facsimile or electronic signature. Electronically
imaged signatures such as .pdf files, faxed signatures or other electronic signatures to the Note and the authentication pages
to the Note shall have the same effect as original signatures. The signature of the Trustee on a Note shall be conclusive evidence
that such Note has been duly and validly authenticated and issued under this Indenture. A Note shall be dated the date of its authentication.


 


At any time and from
time to time after the execution and delivery of this Indenture, the Trustee shall authenticate and make available for delivery:
(1) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $1,300,000,000, and (2) subject
to Section 3.6, Additional Notes for original issue in an unlimited principal amount, in each case upon a written order
of the Issuer signed by one Officer (the “Issuer Order”); provided
that, with respect to the Initial Notes issued on the Issue Date described in clause (1) above, the Issuer Order shall be signed
by one Officer of Merger Sub, requesting the authentication of the Initial Notes to be executed by the Company. Such Issuer Order
shall specify whether the Notes will be in the form of Definitive Notes or Global Notes, the amount of the Notes to be authenticated,
the date on which the original issue of Notes is to be authenticated, the Holder of the Notes and whether the Notes are to be Initial
Notes or Additional Notes.


 


The Trustee may appoint
an agent (the “Authenticating Agent”) reasonably acceptable to the
Issuer to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Trust Officer, a copy of
which shall be furnished to the Issuer. Unless limited by the terms of such appointment, any such Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication
by the Authenticating Agent. An Authenticating Agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.


 






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In case any of
the Issuer or any Guarantor, pursuant to Article IV or Section 10.2, as applicable, shall be consolidated or
merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets
substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such
merger, or into which the Issuer or any Guarantor shall have been merged, or the Person which shall have received a
conveyance, transfer, lease or other disposition as aforesaid, shall have executed an indenture supplemental hereto with the
Trustee pursuant to Article IV, any of the Notes authenticated or delivered prior to such consolidation, merger,
conveyance, transfer, lease or other disposition may (but shall not be required), from time to time, at the request of the
successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology
and form as may be appropriate to reflect such successor Person, but otherwise in substance of like tenor as the Notes
surrendered for such exchange and of like principal amount; and the Trustee, upon the Issuer Order of the successor Person,
shall authenticate and make available for delivery Notes as specified in such order for the purpose of such exchange. If
Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section
2.2 in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option
of the Holders but without expense to them, shall provide for the exchange of all Notes at the time outstanding for Notes
authenticated and delivered in such new name.



 


Section
2.3         
Registrar and Paying Agent. The Issuer shall maintain an office or agency where Notes may be presented for
registration of transfer or for exchange (the “Registrar”) and an office
or agency where Notes may be presented for payment. The Registrar, which shall initially be the Trustee (in such capacity, the
 “Registrar”) (it being understood that, in acting hereunder and in
connection with the Notes, the Registrar shall act solely as agent of the Company and will not thereby assume any obligations towards
or relationship of agency or trust for or with any Holder), shall keep a register of the Notes and of their transfer and exchange
(the “Notes Register”). The Issuer may have one or more co-registrars
and one or more additional paying agents. The term “Paying Agent” includes
any additional paying agent and the term “Registrar” includes any co-registrar.


 


The Issuer shall enter
into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Issuer shall notify the Trustee in writing of the name and address
of each such agent. If the Issuer fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled
to appropriate compensation therefor pursuant to Section 7.6. The Issuer or any Guarantor may act as Paying Agent, Registrar
or Transfer Agent.


 


The Issuer initially
appoints DTC to act as Depositary with respect to the Global Notes. The Issuer initially appoints the Trustee as Registrar and
Paying Agent for the Notes. The Issuer may change any Registrar or Paying Agent without prior notice to the Holders, but upon written
notice to such Registrar or Paying Agent and to the Trustee; provided, however, that no such removal shall become
effective until (i) acceptance of any appointment by a successor as evidenced by an appropriate agreement entered into by
the Issuer and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee and the passage of any
waiting or notice periods required by DTC procedures or (ii) written notification to the Trustee that the Trustee shall serve
as Registrar or Paying Agent until the appointment of a successor in accordance with clause (i) above. The Registrar or Paying
Agent may resign at any time upon written notice to the Issuer and the Trustee.


 


Section
2.4          Paying
Agent to Hold Money in Trust. By no later than 11:00 a.m. (New York City time) on the date on which any principal
of, premium, if any, or interest on any Note is due and payable, the Issuer shall deposit with the Paying Agent a sum
sufficient in immediately available funds to pay such principal, premium or interest when due. Any funds received after
11:00 a.m. (New York City time) on the date on which any principal of, premium, if any, or interest on any Note is due
and payable shall be paid on the immediately succeeding Business Day. The Issuer shall require each Paying Agent (other than
the Trustee) to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all
money held by such Paying Agent for the payment of principal of, premium, if any, or interest on the Notes (whether such
assets have been distributed to it by the Issuer or other obligors on the Notes), shall notify the Trustee in writing of any
default by the Issuer or any Guarantor in making any such payment and shall during the continuance of any default by the
Issuer (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request
of the Trustee, forthwith deliver to the Trustee all sums held in trust by such Paying Agent for payment in respect of the
Notes together with a full accounting thereof. If the Issuer or a Subsidiary of the Issuer acts as Paying Agent, it shall
segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Issuer at any time may require a
Paying Agent (other than the Trustee) to pay all money held by it to the Trustee and to account for any funds or assets
disbursed by such Paying Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the Issuer or a
Subsidiary of the Issuer) shall have no further liability for the money delivered to the Trustee. Upon any bankruptcy,
reorganization or similar proceeding with respect to the Issuer, the Trustee shall serve as Paying Agent for the Notes.


 






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Section
2.5         
Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of Holders. If the Trustee is not the Registrar, the Issuer, on its own behalf
and on behalf of each of the Guarantors, shall furnish or cause the Registrar to furnish to the Trustee, in writing at least five
(5) Business Days before each interest payment date and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and addresses of Holders.


 


Section
2.6         
Transfer and Exchange.


 


(a)             A
Holder may transfer a Note (or a beneficial interest therein) to another Person or exchange a Note (or a beneficial interest therein)
for another Note or Notes of any authorized denomination by presenting to the Registrar a written request therefor stating the
name of the proposed transferee or requesting such an exchange, accompanied by any certification, opinion or other document required
by this Section 2.6. The Registrar will promptly register any transfer or exchange that meets the requirements of this
Section 2.6 by noting the same in the Notes Register maintained by the Registrar for the purpose, and no transfer or exchange
will be effective until it is registered in such Notes Register. The transfer or exchange of any Note (or a beneficial interest
therein) may only be made in accordance with this Section 2.6 and Section 2.1(e) and 2.1(f), as applicable,
and, in the case of a Global Note (or a beneficial interest therein), the applicable rules and procedures of DTC, Euroclear and
Clearstream. The Registrar shall refuse to register any requested transfer or exchange that does not comply with this paragraph.


 


(b)            Transfers
of Rule 144A Notes and Institutional Accredited Investor Notes. The following provisions shall apply with respect to
any proposed registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note prior to the date
that is one year after the later of the date of its original issue and the last date on which the Issuer or any Affiliate of the
Issuer was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction
Termination Date”):


 


(i)                 
a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial
interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the
Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and
that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A, and is aware
that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding
the Issuer as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that
it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration
provided by Rule 144A; provided that no such written representation or other written certification shall be required
in connection with the transfer of a beneficial interest in the Rule 144A Global Note to a transferee in the form of a beneficial
interest in that Rule 144A Global Note in accordance with this Indenture and the applicable procedures of DTC;


 


(ii)               
a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Global Note or a beneficial
interest therein to an IAI or an AI shall be made upon receipt by the Registrar or its agent of a certificate substantially in
the form set forth in Section 2.7 or Section 2.9, respectively, from the proposed transferee and the delivery of
an Opinion of Counsel, certification and/or other information satisfactory to the Issuer; and


 


(iii)             
a registration of transfer of a Rule 144A Note or an Institutional Accredited Investor Note or a beneficial
interest therein to a Non-U.S. Person shall be made upon receipt by the Registrar or its agent of a certificate substantially
in the form set forth in Section 2.8 from the proposed transferee and the delivery of an Opinion of Counsel, certification
and/or other information satisfactory to the Issuer.


 






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(c)             Transfers of Regulation S Notes. The following provisions shall apply with respect to any proposed transfer
of a Regulation S Note prior to the expiration of the Restricted Period:


 


(i)                 
a transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation
of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account
or an account with respect to which it exercises sole investment discretion and that it and any such account is a “qualified
institutional buyer” within the meaning of Rule 144A, is aware that the sale to it is being made in reliance on Rule 144A
and acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations
in order to claim the exemption from registration provided by Rule 144A;


 


(ii)               
a transfer of a Regulation S Note or a beneficial interest therein to an IAI or an AI shall be made upon receipt
by the Registrar or its agent of a certificate substantially in the form set forth in Section 2.7 or Section 2.9,
respectively, from the proposed transferee and the delivery of an Opinion of Counsel, certification and/or other information satisfactory
to the Issuer; and


 


(iii)             
a transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon
receipt by the Registrar or its agent of a certificate substantially in the form set forth in Section 2.8 hereof from the
proposed transferee and receipt by the Registrar or its agent of an Opinion of Counsel, certification and/or other information
satisfactory to the Issuer.


 


After the expiration
of the Restricted Period, interests in the Regulation S Note may be transferred in accordance with applicable law without
requiring the certification set forth in Section 2.8 or any additional certification.


 


(d)             Restricted
Notes Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restricted Notes Legend, the Registrar shall
deliver Notes that do not bear a Restricted Notes Legend. Upon the transfer, exchange or replacement of Notes bearing a Restricted
Notes Legend, the Registrar shall deliver only Notes that bear a Restricted Notes Legend unless (i) an Initial Note is being
transferred pursuant to an effective registration statement, (ii) Initial Notes are being exchanged for Notes that do not
bear the Restricted Notes Legend in accordance with Section 2.6(e) or (iii) there is delivered to the Registrar an
Opinion of Counsel reasonably satisfactory to the Issuer to the effect that neither such legend nor the related restrictions on
transfer are required in order to maintain compliance with the provisions of the Securities Act. Any Additional Notes sold in
a registered offering shall not be required to bear the Restricted Notes Legend.


 


(e)             Retention
of Written Communications. The Registrar shall retain copies of all letters, notices and other written communications received
pursuant to Section 2.1 or this Section 2.6. The Issuer shall have the right to inspect and make copies of all such
letters, notices or other written communications, at the Issuer’s expense, at any reasonable time upon the giving of reasonable
prior written notice to the Registrar.


 


(f)              Obligations
with Respect to Transfers and Exchanges of Notes. To permit registrations of transfers and exchanges, the Issuer shall, subject
to the other terms and conditions of this Article II, execute and the Trustee shall authenticate Definitive Notes and Global
Notes at the Issuer’s and the Registrar’s written request.


 


No service charge shall
be made to a Holder for any registration of transfer or exchange, but the Issuer and the Trustee may require the Holder to pay
a sum sufficient to cover any transfer tax assessments or similar governmental charge payable in connection therewith (other than
any such transfer taxes, assessments or similar governmental charges payable upon exchange or transfer pursuant to Sections 2.2,
2.6, 2.10, 2.12, 3.5, 5.5 or 9.4). For the avoidance of doubt, neither the Trustee, acting
in any of its capacities hereunder, nor any of its agents shall have any responsibility for and shall be fully indemnified by such
Holder against any such transfer taxes, assessments or similar governmental charges payable upon any exchange or transfer of any
Notes.


 






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The Issuer (and the
Registrar) shall not be required to register the transfer of or exchange of any Note (A) for a period beginning (1) fifteen
(15) calendar days before the mailing (or electronic delivery) of a notice of an offer to repurchase or redeem Notes and ending
at the close of business on the day of such mailing (or electronic delivery) or (2) fifteen (15) calendar days before
an interest payment date and ending on such interest payment date or (B) called for redemption, except the unredeemed portion
of any Note being redeemed in part.


 


Prior to the due presentation
for registration of transfer of any Note, the Issuer, the Trustee, the Paying Agent or the Registrar may deem and treat the person
in whose name a Note is registered as the owner of such Note for the purpose of receiving payment of principal of, premium, if
any, and (subject to paragraph 2 of the forms of Notes attached hereto as Exhibit A) interest on such Note and for all
other purposes whatsoever, including without limitation the transfer or exchange of such Note, whether or not such Note is overdue,
and none of the Issuer, the Trustee, the Paying Agent or the Registrar shall be affected by notice to the contrary.


 


Any Definitive Note
delivered in exchange for an interest in a Global Note pursuant to Section 2.1(f) shall, except as otherwise provided by
Section 2.6(d), bear the applicable legend regarding transfer restrictions applicable to the Definitive Note set forth in
Section 2.1(d)(i).


 


All Notes issued upon
any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled to the same
benefits under this Indenture as the Notes surrendered upon such transfer or exchange.


 


(g)            No
Obligation of the Trustee. (1) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global
Note, a member of, or a participant in, DTC or other Person with respect to the accuracy of the records of DTC or its nominee
or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to
any participant, member, beneficial owner or other Person (other than DTC) of any notice (including any notice of redemption or
purchase) or the payment of any amount or delivery of any Notes (or other security or property) under or with respect to such
Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes
shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a
Global Note). The rights of beneficial owners in any Global Note shall be exercised only through DTC subject to the applicable
rules and procedures of DTC. The Trustee may rely and shall be fully protected in relying upon information furnished by DTC with
respect to its members, participants and any beneficial owners.


 


Neither the Registrar
nor the Trustee shall have any obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer
imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers
between or among DTC participants, members or beneficial owners in any Global Note) other than to require delivery of such certificates
and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of
this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither
the Trustee nor any of its agents shall have any responsibility for any actions taken or not taken by DTC.


 


Section
2.7         
Form of Certificate to be Delivered in Connection with Transfers to IAIs.


 


[Date]


 


Macy’s, Inc.


151 West 34th Street


New York, New York 10001


Attention: Chief Financial Officer


Attention: Secretary


 


U.S. Bank National Association, as Trustee

Global Corporate Trust


111 Fillmore Avenue, St. Paul, MN 55107


Attn: Macy’s, Inc.


 


Re:          Macy’s, Inc. (the “Issuer”)


 






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Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[ ] principal amount of the 8.375% Senior Secured Notes due 2025 (the “Notes”)
of Macy’s, Inc. (the “Issuer”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


Name:                                                                                                            


 


Address:                                                                                                       


 


Taxpayer ID Number:                                                                                  


 


The undersigned represents and warrants
to you that:


 


		1.	We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act of 1933, as amended (the “Securities Act”)) purchasing for our
own account or for the account of such an institutional “accredited investor” of at least $250,000 principal amount
of the Notes, and we are acquiring the Notes not with a view to, or for offer or sale in connection with, any distribution in violation
of the Securities Act. We have such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risk of our investment in the Notes and we invest in or purchase securities similar to the Notes in the normal course
of our business. We and any accounts for which we are acting are each able to bear the economic risk of our or its investment.



 


		2.	We understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except
as permitted in the following sentence. We agree on our own behalf and on behalf of any investor account for which we are purchasing
Notes to offer, sell or otherwise transfer such Notes prior to the date that is one year after the later of the date of original
issue and the last date on which the Issuer or any affiliate of the Issuer was the owner of such Notes (or any predecessor thereto)
(the “Resale Restriction Termination Date”) only (a) to the Issuer
or any Subsidiary thereof, (b) pursuant to an effective registration statement under the Securities Act, (c) in a transaction complying
with the requirements of Rule 144A under the Securities Act, to a person we reasonably believe is a “qualified institutional
buyer” under Rule 144A of the Securities Act (a “QIB”) that is
purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made in reliance
on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the meaning of Regulation
S under the Securities Act, (e) to an institutional “accredited investor” within the meaning of Rule 501(a) (1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an institutional “accredited
investor,” in each case in a minimum principal amount of Notes of $250,000 for investment purposes and not with a view to
or for offer or sale in connection with any distribution in violation of the Securities Act or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in each of the foregoing cases to any requirement of
law that the disposition of our property or the property of such investor account or accounts be at all times within our or their
control and in compliance with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of the Notes is proposed to be made pursuant to clause
(e) above prior to the Resale Restriction Termination Date, the transferor shall deliver a letter from the transferee substantially
in the form of this letter to the Issuer and the Trustee, which shall provide, among other things, that the transferee is an institutional
 “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act) and that it
is acquiring such Notes for investment purposes and not for distribution in violation of the Securities Act. Each purchaser acknowledges
that the Issuer and the Trustee reserve the right prior to any offer, sale or other transfer prior to the Resale Termination Date
of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of an opinion of counsel, certifications and/or
other information satisfactory to the Issuer.



 






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		3.	We [are][are not] an Affiliate of the Issuer.



 


	 	TRANSFEREE:	 



 


	 	BY:	 




 






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Section
2.8         
Form of Certificate to be Delivered in Connection with Transfers Pursuant to Regulation S.


 


[Date]


 


Macy’s, Inc.


151 West 34th Street


New York, New York 10001


Attention: Chief Financial Officer


Attention: Secretary


 


U.S. Bank National Association, as Trustee

Global Corporate Trust


111 Fillmore Avenue, St. Paul, MN 55107


Attn: Macy’s, Inc.


 


Re:           Macy’s, Inc. (the “Issuer”)


 


8.375% Senior Secured Notes due 2025
(the “Notes”)


 


Ladies and Gentlemen:


 


In connection with our proposed sale of
$[________] aggregate principal amount of the Notes, we confirm that such sale has been effected pursuant to and in accordance
with Regulation S (“Regulation S”) under the United States Securities
Act of 1933, as amended (the “Securities Act”), and, accordingly, we
represent that:


 


(a)       the
offer of the Notes was not made to a person in the United States;


 


(b)       either
(i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on
our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in,
on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf
knows that the transaction has been pre-arranged with a buyer in the United States;


 


(c)       no
directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2)
of Regulation S, as applicable; and


 


(d)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


In addition, if the sale is made during
a restricted period and the provisions of Rule 903(b)(2), Rule 903(b)(3) or Rule 904(b)(1) of Regulation S
are applicable thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2),
Rule 903(b)(3) or Rule 904(b)(1), as the case may be.


 


We also hereby certify that we [are][are
not] an Affiliate of the Issuer and, to our knowledge, the transferee of the Notes [is][is not] an Affiliate of the Issuer.


 


The Trustee and the Issuer are entitled
to conclusively rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in
this certificate and not otherwise defined herein have the meanings set forth in Regulation S.


 


Very truly yours,


 


[Name of Transferor]


 






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	 	By:	 
	 	 	Authorized Signature




 






    -61-


     


    

 


Section
2.9         
Form of Certificate to be Delivered in Connection with Transfers to AIs.


 


[Date]


 


Macy’s, Inc.


151 West 34th Street


New York, New York 10001


Attention: Chief Financial Officer


Attention: Secretary


 


U.S. Bank National Association, as Trustee

Global Corporate Trust


111 Fillmore Avenue, St. Paul, MN 55107


Attn: Macy’s, Inc.


 


Re:           Macy’s, Inc. (the “Issuer”)


 


Ladies and Gentlemen:


 


This certificate is delivered to request
a transfer of $[ ] principal amount of the 8.375% Senior Secured Notes due 2025 (the “Notes”)
of Macy’s, Inc. (the “Issuer”).


 


Upon transfer, the Notes would be registered
in the name of the new beneficial owner as follows:


 


Name:                                                                                                            


 


Address:                                                                                                       


 


Taxpayer ID Number:                                                                                  


 


The undersigned represents and warrants
to you that:


 


		4.	I am an “accredited investor” (as defined in Rule 501(a)(4) under the U.S. Securities Act of 1933, as amended (the
 “Securities Act”)) and I am acquiring the Notes not with a view to,
or for offer or sale in connection with, any distribution in violation of the Securities Act. I have such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risk of my investment in the Notes and I invest
in or purchase securities similar to the Notes in the normal course of my business. I am able to bear the economic risk of my investment.



 


		5.	I understand that the Notes have not been registered under the Securities Act and, unless so registered, may not be sold except
as permitted in the following sentence. I agree on my own behalf to offer, sell or otherwise transfer such Notes prior to the date
that is one year after the later of the date of original issue and the last date on which the Issuer or any affiliate of the Issuer
was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination
Date”) only (a) to the Issuer or any Subsidiary thereof, (b) pursuant to an effective registration statement under
the Securities Act, (c) in a transaction complying with the requirements of Rule 144A under the Securities Act, to a person I reasonably
believe is a “qualified institutional buyer” under Rule 144A of the Securities Act (a “QIB”)
that is purchasing for its own account or for the account of a QIB and to whom notice is given that the transfer is being made
in reliance on Rule 144A, (d) pursuant to offers and sales to non-U.S. persons that occur outside the United States within the
meaning of Regulation S under the Securities Act, (e) to an institutional “accredited investor” within the meaning
of Rule 501(a)(1), (2), (3) or (7) under the Securities Act that is purchasing for its own account or for the account of such an
institutional “accredited investor,” in each case in a minimum principal amount of Notes of $200,000 for investment
purposes and not with a view to or for offer or sale in connection with any distribution in violation of the Securities Act or
(f) pursuant to any other available exemption from the registration requirements of the Securities Act, subject in each
of the foregoing cases to any requirement of law that the disposition of my property be at all times within my control and in compliance
with any applicable state securities laws. The foregoing restrictions on resale will not apply subsequent to the Resale Restriction
Termination Date. Each purchaser acknowledges that the Issuer and the Trustee reserve the right prior to any offer, sale or other
transfer prior to the Resale Termination Date of the Notes pursuant to clauses (d), (e) or (f) above to require the delivery of
an opinion of counsel, certifications and/or other information satisfactory to the Issuer.



 






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		6.	I understand and acknowledge that upon the issuance thereof, and until such time as the same is no longer required under applicable
requirements of the Securities Act or state securities laws, the Notes that I acquire will be certificated Notes that will bear,
and all certificates issued in exchange therefor or in substitution thereof will bear, a restrictive legend set forth in Section
2.1(d) of the Indenture.



 


		7.	I [am][am not] an Affiliate of the Issuer.



 


	 	TRANSFEREE:	 




 


	 	BY:	 




 


Section
2.10        Mutilated,
Destroyed, Lost or Stolen Notes.


 


If a mutilated Note
is surrendered to the Registrar or if the Holder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the
Issuer shall issue and the Trustee, upon receipt of an Issuer Order, shall authenticate a replacement Note if the requirements
of Section 8-405 of the UCC are met, such that the Holder (a) satisfies the Issuer and the Trustee that such Note
has been lost, destroyed or wrongfully taken within a reasonable time after such Holder has notice of such loss, destruction or
wrongful taking and the Registrar has not registered a transfer prior to receiving such notification, (b) makes such request
to the Issuer and the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of
the UCC (a “protected purchaser”), (c) satisfies any other reasonable requirements of the Trustee and (d)
provides an indemnity bond, as more fully described below; provided, however, if after the delivery of such replacement
Note, a protected purchaser of the Note for which such replacement Note was issued presents for payment or registration such replaced
Note, the Trustee and/or the Issuer shall be entitled to recover such replacement Note from the Person to whom it was issued and
delivered or any Person taking therefrom, except a protected purchaser, and shall be entitled to recover upon the security and/or
indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Trustee in connection
therewith. Such Holder shall furnish an indemnity bond sufficient in the judgment of the (i) Trustee to protect the Trustee
and (ii) the Issuer and the Trustee to protect the Issuer, the Trustee, the Paying Agent and the Registrar, from any loss
which any of them may suffer if a Note is replaced, including, without limitation, any tax or other governmental charge that may
be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee, the Paying Agent and the
Registrar and their respective counsels) in connection therewith, and, in the absence of notice to the Issuer, any Guarantor or
the Trustee that such Note has been acquired by a protected purchaser, the Issuer shall execute, and upon receipt of an Issuer
Order, the Trustee shall authenticate and make available for delivery, in exchange for any such mutilated Note or in lieu of any
such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.


 


In case any such mutilated,
destroyed, lost or stolen Note has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing
a new Note, pay such Note.


 


Upon the issuance of
any new Note under this Section 2.10, the Issuer may require that such Holder pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of counsel
and of the Trustee) in connection therewith.


 


Subject to the
proviso in the initial paragraph of this Section 2.10, every new Note issued pursuant to this Section 2.10, in
lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the
Issuer, any Guarantor (if applicable) and any other obligor upon the Notes, whether or not the mutilated, destroyed, lost or
stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


 






    -63-


     


    

 


The provisions of this
Section 2.10 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.


 


Section
2.11       Outstanding
Notes. Notes outstanding at any time are all Notes authenticated by the Trustee except for those cancelled by it, those delivered
to it for cancellation, those paid pursuant to Section 2.10 and those described in this Section 2.11 as not outstanding.
A Note does not cease to be outstanding in the event the Issuer or an Affiliate of the Issuer holds the Note; provided,
however, that (i) for purposes of determining which are outstanding for consent or voting purposes hereunder, the provisions
of Section 13.4 shall apply and (ii) in determining whether the Trustee shall be protected in making a determination
whether the Holders of the requisite principal amount of outstanding Notes are present at a meeting of Holders of Notes for quorum
purposes or have consented to or voted in favor of any request, demand, authorization, direction, notice, consent, waiver, amendment
or modification hereunder, or relying upon any such quorum, consent or vote, only Notes which a Trust Officer of the Trustee actually
knows to be held by the Issuer or an Affiliate of the Issuer shall not be considered outstanding.


 


If a Note is replaced
pursuant to Section 2.10 (other than a mutilated Note surrendered for replacement), it ceases to be outstanding unless the
Trustee and the Issuer receive proof satisfactory to them that the replaced Note is held by a protected purchaser. A mutilated
Note ceases to be outstanding upon surrender of such Note and replacement pursuant to Section 2.10.


 


If the Paying Agent
segregates and holds in trust, in accordance with this Indenture, on a Redemption Date or maturity date, money sufficient to pay
all principal, premium, if any, and accrued interest payable on that date with respect to the Notes (or portions thereof) to be
redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Holders on that
date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding
and interest on them ceases to accrue.


 


Section
2.12       Temporary
Notes. In the event that Definitive Notes are to be issued under the terms of this Indenture, until such Definitive Notes are
ready for delivery, the Issuer may prepare and the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially
in the form, and shall carry all rights, of Definitive Notes but may have variations that the Issuer considers appropriate for
temporary Notes. Without unreasonable delay, the Issuer shall prepare and the Trustee shall authenticate Definitive Notes. After
the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary
Notes at any office or agency maintained by the Issuer for that purpose and such exchange shall be without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and the Trustee shall, upon receipt
of an Issuer Order, authenticate and make available for delivery in exchange therefor, one or more Definitive Notes representing
an equal principal amount of Notes. Until so exchanged, the Holder of temporary Notes shall in all respects be entitled to the
same benefits under this Indenture as a Holder of Definitive Notes.


 


Section
2.13       Cancellation.
The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel
all Notes surrendered for registration of transfer, exchange, payment or cancellation and dispose of such Notes in accordance with
its internal policies and customary procedures (subject to the record retention requirements of the Exchange Act and the Trustee).
If the Issuer or any Guarantor acquires any of the Notes, such acquisition shall not operate as a redemption or satisfaction of
the Indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation pursuant to
this Section 2.13. The Issuer may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation
for any reason other than in connection with a transfer or exchange.


 


At such time as
all beneficial interests in a Global Note have either been exchanged for Definitive Notes, transferred, redeemed, repurchased
or canceled, such Global Note shall be returned by DTC to the Trustee for cancellation or retained and canceled by the
Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for Definitive
Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal
amount of Notes represented by such Global Note shall be reduced and an adjustment shall be made on the books and records of
the Trustee (if it is then the Notes Custodian for such Global Note) with respect to such Global Note, by the Trustee or the
Notes Custodian, to reflect such reduction.


 






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Section
2.14       Payment
of Interest; Defaulted Interest. Interest on any Note which is payable, and is punctually paid or duly provided for, on any
interest payment date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the
close of business on the regular record date for such payment at the office or agency of the Issuer maintained for such purpose
pursuant to Section 2.3.


 


Any interest on any
Note which is payable, but is not paid when the same becomes due and payable and such nonpayment continues for a period of 30 days
shall forthwith cease to be payable to the Holder on the regular record date, and such defaulted interest and (to the extent lawful)
interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively
called “Defaulted Interest”) shall be paid by the Issuer, at its election,
as provided in clause (a) or (b) below:


 


(a)             The
Issuer may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor
Notes) are registered at the close of business on a Special Record Date (as defined below) for the payment of such Defaulted Interest,
which shall be fixed in the following manner. The Issuer shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Note and the date (not less than 30 days after such notice) of the proposed payment (the “Special
Interest Payment Date”), and at the same time the Issuer shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit
of the Persons entitled to such Defaulted Interest as in this Section 2.14(a). Thereupon the Issuer shall fix a record
date (the “Special Record Date”) for the payment of such Defaulted
Interest, which date shall be not more than twenty (20) calendar days and not less than fifteen (15) calendar days prior
to the Special Interest Payment Date and not less than ten (10) calendar days after the receipt by the Trustee of the
notice of the proposed payment. The Issuer shall promptly notify the Trustee in writing of such Special Record Date, and in the
name and at the expense of the Issuer, the Trustee shall cause notice of the proposed payment of such Defaulted Interest and the
Special Record Date and Special Interest Payment Date therefor to be given in the manner provided for in Section 13.1,
not less than ten (10) calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest
shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective Predecessor Notes)
are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the provisions
in Section 2.14(b).


 


(b)            The
Issuer may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written notice
given by the Issuer to the Trustee of the proposed payment pursuant to this Section 2.14(b), such manner of payment shall
be deemed practicable by the Trustee.


 


Subject to the foregoing
provisions of this Section 2.14, each Note delivered under this Indenture upon registration of, transfer of or in exchange
for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such
other Note.


 


Section
2.15        CUSIP
and ISIN Numbers.


 


The Issuer in issuing
the Notes may use “CUSIP” and “ISIN” numbers and, if so, the Trustee shall use “CUSIP” and
 “ISIN” numbers in notices of redemption or purchase as a convenience to Holders; provided, however, that
any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or
as contained in any notice of a redemption or purchase and that reliance may be placed only on the other identification numbers
printed on the Notes, and any such redemption or purchase shall not be affected by any defect in or omission of such CUSIP and
ISIN numbers. The Issuer shall promptly notify the Trustee in writing of any change in the CUSIP and ISIN numbers.


 






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Article
III


 


COVENANTS


 


Section
3.1         
Payment of Notes. The Issuer shall promptly pay the principal of, premium, if any, and interest on the Notes
on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and interest shall be considered
paid on the date due if by 11:00 a.m. New York City time on such date the Trustee or the Paying Agent holds in accordance with
this Indenture money sufficient to pay all principal, premium, if any, and interest then due and the Trustee or the Paying Agent,
as the case may be, is not prohibited from paying such money to the Holders on that date pursuant to the terms of this Indenture.


 


The Issuer shall pay
interest on overdue principal at the rate specified therefor in the Notes, and it shall pay interest on overdue installments of
interest at the same rate to the extent lawful.


 


Notwithstanding anything
to the contrary contained in this Indenture, the Issuer may, to the extent it is required to do so by law, deduct or withhold income
or other similar taxes imposed by the United States of America from principal or interest payments hereunder.


 


Section
3.2         
Limitation on Company Restricted Payments.


 


(a)             The
Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:


 


(i)                 
declare or pay any dividend or make any distribution on or in respect of the Company’s Capital Stock (including
any such payment in connection with any merger or consolidation involving the Company) except dividends, payments or distributions
payable in Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such
Capital Stock of the Company; or


 


(ii)               
purchase, repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of the Company held
by Persons other than a Subsidiary of the Company,


 


(any such dividend, distribution,
payment, purchase, repurchase, redemption, retirement or other acquisition referred to in clauses (i) and (ii)
above are referred to herein as a “Restricted Payment”), if at the
time the Company makes such Restricted Payment:


 


(A)              
an Event of Default shall have occurred and be continuing (or would immediately thereafter result therefrom);


 


(B)              
the aggregate amount of such Restricted Payment and all other Restricted Payments made subsequent to the Issue Date
(and not returned or rescinded) (including Permitted Payments made pursuant to Section 3.2(b)(i) (without duplication),
but excluding all other Restricted Payments permitted by Section 3.2(b)) would exceed the sum of (without duplication):


 


(1)               
50% of Consolidated Net Income of the Company for the period (treated as one accounting period) from October 31,
2020 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial
statements are available (which may be internal financial statements), or in the event such Consolidated Net Income is a deficit
for any fiscal quarter, minus 100% of such deficit;


 






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(2)                100%
of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received by the
Company from the issue or sale of its Capital Stock or as the result of a merger or consolidation with another Person
subsequent to the Issue Date or otherwise contributed to the equity (in each case other than through the issuance of
Disqualified Stock or Designated Preferred Stock) of the Company or a Subsidiary of the Company (including the aggregate
principal amount of any Indebtedness of the Company or a Subsidiary contributed to the Company or a Subsidiary for
cancellation) or that becomes part of the capital of the Company or a Subsidiary through consolidation or merger subsequent
to the Issue Date (other than (x) net cash proceeds or property or assets or marketable securities received from an issuance
or sale of such Capital Stock to a Subsidiary or an employee stock ownership plan or trust established by the Company or any
Subsidiary of the Company for the benefit of their employees to the extent funded by the Company or any Subsidiary of the
Company, (y) cash or property or assets or marketable securities to the extent that any Restricted Payment has been made from
such proceeds in reliance on Section 3.2(b)(vi) and (z) Excluded Contributions); and


 


(3)               
100% of the aggregate amount of cash, and the fair market value of property or assets or marketable securities, received
by the Company or any Subsidiary of the Company from the issuance or sale (other than to the Company or a Subsidiary or an employee
stock ownership plan or trust established by the Company or any Subsidiary of the Company for the benefit of their employees to
the extent funded by the Company or any Subsidiary of the Company) by the Company or any Subsidiary of the Company subsequent to
the Issue Date of any Indebtedness, Disqualified Stock or Designated Preferred Stock that has been converted into or exchanged
for Capital Stock of the Company (other than Disqualified Stock or Designated Preferred Stock) plus, without duplication, the amount
of any cash, and the fair market value of property or assets or marketable securities, received by the Company or any Subsidiary
upon such conversion or exchange; or


 


(C)                     such Restricted Payment is made prior to October 31, 2020.


 


(b)            
Section 3.2(a) will not prohibit any of the following (collectively, “Permitted
Payments”):


 


(i)                 
the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date
of declaration such payment would have complied with the provisions of this Indenture or the redemption, repurchase or retirement
of Indebtedness if, at the date of any redemption notice, such payment would have complied with the provisions of this Indenture
as if it were and is deemed at such time to be a Restricted Payment at the time of such notice;


 


(ii)               
(a) any prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement or other acquisition of Capital
Stock, including any accrued and unpaid dividends thereon (“Treasury Capital Stock”)
made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which
cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of,
Capital Stock of the Company or any Parent Entity to the extent contributed to the Company (in each case, other than Disqualified
Stock or Designated Preferred Stock) (“Refunding Capital Stock”), or
(b) the declaration and payment of dividends on Treasury Capital Stock out of the proceeds of the substantially concurrent sale
or issuance (other than to a Subsidiary of the Company or to an employee stock ownership plan or any trust established by the Company
or any of its Subsidiaries);


 


(iii)             
any prepayment, purchase, repurchase, exchange, redemption, defeasance, discharge, retirement or other acquisition
of Preferred Stock of the Company made by exchange for or out of the proceeds of the substantially concurrent sale of Preferred
Stock of the Company;


 






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(iv)              
 a Restricted Payment to pay for the prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement
or other acquisition of Capital Stock (other than Disqualified Stock) of the Company or any Parent Entity held by any future, present
or former employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates
or Immediate Family Members) of the Company, any of its Subsidiaries or any Parent Entity pursuant to any management equity plan,
stock option plan, phantom equity plan or any other management, employee benefit, or other compensatory plan or agreement (and
any successor plans or arrangements thereto), employment, termination or severance agreement, or any stock subscription or equityholder
agreement (including, for the avoidance of doubt, any principal and interest payable on any Indebtedness issued by the Company
or any Parent Entity in connection with such prepayment, purchase, repurchase, redemption, defeasance, discharge, retirement or
other acquisition), including any Capital Stock rolled over, accelerated or paid out by or to any employee, director, officer,
manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family Members) of
the Company or any Parent Entity in connection with any transaction; provided, however, that the aggregate Restricted Payments
made under this clause (iv) do not exceed the greater of $50.0 million and 2.5% of LTM EBITDA in any calendar year (with unused
amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of $100.0 million
and 5.0% of LTM EBITDA in any calendar year); provided, further, that such amount in any calendar year may be increased
by an amount not to exceed:


 


(A)              
the cash proceeds from the sale of Capital Stock (other than Disqualified Stock) of the Company and, to the extent
contributed to the capital of the Company, the cash proceeds from the sale of Capital Stock of any Parent Entity, in each case,
to any future, present or former employee, director, officer, manager, contractor, consultant or advisor (or their respective Controlled
Investment Affiliates or Immediate Family Members) of the Company, any of its Subsidiaries or any Parent Entity that occurred after
the Issue Date, to the extent the cash proceeds from the sale of such Capital Stock have not otherwise been applied to the payment
of Restricted Payments by virtue of Section 3.2(a)(ii)(B); plus


 


(B)              
the cash proceeds of key man life insurance policies received by the Company or its Subsidiaries (or any Parent Entity
to the extent contributed to the Company) after the Issue Date;


 


provided that the Company
may elect to apply all or any portion of the aggregate increase contemplated by subclauses (a) and (b) of this clause
in any fiscal year; provided, further, that (i) cancellation of Indebtedness owing to the Company or any Subsidiary of the
Company from any future, present or former employee, director, officer, manager, contractor, consultant or advisor (or their respective
Controlled Investment Affiliates or Immediate Family Members) of the Company or Subsidiaries of the Company or any Parent Entity
in connection with a repurchase of Capital Stock of the Company or any Parent Entity and (ii) the repurchase of Capital Stock deemed
to occur upon the exercise of options, warrants or similar instruments if such Capital Stock represents all or a portion of the
exercise price thereof and payments, in lieu of the issuance of fractional shares of such Capital Stock or withholding to pay other
taxes payable in connection therewith, in the case of each of clauses (i) and (ii), will not be deemed to constitute a Restricted
Payment for purposes of this Section 3.2 or any other provision of this Indenture;


 


(v)                payments
made or expected to be made by the Company or any Subsidiary in respect of withholding or similar taxes payable in connection
with the exercise or vesting of Capital Stock or any other equity award by any future, present or former employee, director,
officer, manager, contractor, consultant or advisor (or their respective Controlled Investment Affiliates or Immediate Family
Members) of the Company, any Subsidiary of the Company or any Parent Entity and purchases, repurchases, redemptions,
defeasances or other acquisitions or retirements of Capital Stock deemed to occur upon the exercise, conversion or exchange
of stock options, warrants, equity-based awards or other rights in respect thereof if such Capital Stock represents a portion
of the exercise price thereof or payments in respect of withholding or similar taxes payable upon exercise or vesting
thereof;


 






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(vi)              
on or after October 31, 2020, other Restricted Payments in an aggregate amount taken together with all other
Restricted Payments made pursuant to this clause (vi) not to exceed 6% of Market Capitalization;


 


(vii)            
payments by the Company, or loans, advances, dividends or distributions to any Parent Entity to make payments, to
holders of Capital Stock of the Company or any Parent Entity in lieu of the issuance of fractional shares of such Capital Stock;
provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of
evading any limitation of this Section 3.2 or otherwise to facilitate any dividend or other return of capital to the holders
of such Capital Stock (as determined in good faith by the Company);


 


(viii)          
Restricted Payments that are made (a) in an amount not to exceed the amount of Excluded Contributions or (b)
in an amount equal to the amount of net cash proceeds from an asset sale or disposition in respect of property or assets acquired,
if the acquisition of such property or assets was financed with Excluded Contributions;


 


(ix)              
(a) prior to October 31, 2020, Restricted Payments in an aggregate amount outstanding at the time made not to exceed
$25 million at such time; and (b) on or after October 31, 2020, Restricted Payments (i) in an aggregate amount outstanding at the
time made not to exceed the greater of $300 million and 15.0% of LTM EBITDA at such time, and (ii) so long as, immediately after
giving pro forma effect to the payment of any such Restricted Payment and the incurrence of any Indebtedness on or after October
31, 2020, the net proceeds of which are used to make such Restricted Payment, the Consolidated Total Leverage Ratio shall be no
greater than 1.50 to 1.00;


 


(x)               
mandatory redemptions of Disqualified Stock issued as a Restricted Payment;


 


(xi)              
payments or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or
as a result of, exercise of dissenters’ or appraisal rights and the settlement of any claims or action (whether actual, contingent
or potential)), pursuant to or in connection with a merger, amalgamation, consolidation or transfer of assets that complies with
Section 4.1 hereof;


 


(xii)            
 other Restricted Payments in an aggregate amount not to exceed an amount equal to the aggregate amount of Declined
Excess Proceeds;


 


(xiii)          
any Restricted Payment made in connection with a Permitted Intercompany Activity, Permitted Tax Restructuring or
related transactions;


 


(xiv)          
any Restricted Payment for Related Taxes; and


 


(xv)            
on or after February 1, 2021, dividends or other distributions by the Company in an amount per fiscal quarter
not to exceed $0.10 per share of common stock of the Company (as such amount shall be appropriately adjusted for any dividend,
distribution, stock splits, reverse stock splits, merger, consolidation, amalgamation or other similar transactions).


 


For purposes of determining
compliance with this Section 3.2, in the event that a Restricted Payment (or portion thereof) meets the criteria of more
than one of the categories of Permitted Payments described in the clauses above, or is permitted pursuant to Section 3.2(a),
the Company will be entitled to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion)
such Restricted Payment (or portion thereof) in any manner that complies with this Section 3.2.


 






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The amount of all Restricted
Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset(s) or securities
proposed to be paid, transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any cash Restricted Payment shall be its face amount, and the fair market value of any non-cash Restricted
Payment, property or assets other than cash shall be determined conclusively by the Company acting in good faith.


 


If the Company or a
Subsidiary makes a Restricted Payment which at the time of the making of such Restricted Payment would in the good faith determination
of the Company be permitted under the provisions of this Indenture, such Restricted Payment shall be deemed to have been made in
compliance with this Indenture notwithstanding any subsequent adjustments made in good faith to the Company’s financial statements
affecting Consolidated Net Income or Consolidated EBITDA of the Company for any period.


 


Section
3.3         
Limitation on Propco Restricted Payments.


 


Propco will not, and
will not permit any of its Subsidiaries to, directly or indirectly:


 


(a)                
declare or pay any dividend or make any distribution on or in respect of Propco’s or any Subsidiary of Propco’s
Capital Stock (including any such payment in connection with any merger or consolidation involving Propco or any Subsidiary of
Propco) with any Collateral except (i) dividends, payments or distributions payable to Propco or a Subsidiary of Propco and
(ii) that Propco may distribute to the Company or any Parent Entity Declined Excess Proceeds;


 


(b)               
purchase, repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of Propco held by
Persons other than a Subsidiary of Propco in exchange for Collateral; or


 


(c)                
make any Restricted Investment.


 


For purposes of determining
compliance with this covenant, in the event that an Investment (or portion thereof) of Propco or its Subsidiaries meets the criteria
of one or more of the clauses contained in the definition of “Permitted Investment,”
the Company will be entitled to divide or classify (or later divide, classify or reclassify in whole or in part in its sole discretion)
such Investment (or portion thereof) in any manner that complies with this covenant, including as an Investment pursuant to one
or more of the clauses contained in the definition of “Permitted Investment.”


 


The amount of all Investments
(other than cash) by Propco or its Subsidiaries shall be the fair market value on the date of such Investment. The fair market
value of any cash Investment shall be its face amount, and the fair market value of any non-cash Investment shall be determined
conclusively by the Company acting in good faith.


 


Section
3.4         
Limitation on Amendments to the Master Lease.


 


The Company will not
permit any Subsidiary to, amend, modify, supplement or replace the Master Lease to the extent such amendment, modification, supplement
or replacement is, in the reasonable determination of the Company, material and adverse to the Holders taken as a whole as compared
to the terms of the Master Lease as in effect on the Issue Date, other than:


 


(a)                
as contemplated by the terms of the Master Lease as in effect on the Issue Date;


 


(b)               
to cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to the disclosure
in the Offering Memorandum or to make other amendments, modifications, supplements or replacements that are administrative or ministerial
in nature;


 


(c)                
provide for the assumption by a successor Person of the obligations of any party to the Master Lease to the extent
not prohibited by Section 4.1;


 






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(d)               
 to revise the terms of the Master Lease for the benefit of Propco or any of its Subsidiaries;


 


(e)                
if immediately after such amendment, modification, supplement or replacement and giving pro forma effect to any related
transactions, the Collateral Coverage Ratio is at least 2.00 to 1.00; or


 


(f)                 
with the prior consent of Holders of a majority of the then-outstanding aggregate principal amount of the Notes.


 


Section
3.5         
Limitation on Sales of Assets and Subsidiary Stock.


 


(a)                
Propco shall not, and shall not permit any of its Subsidiaries to, make any Asset Disposition unless:


 


(i)                 
Propco or such Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any
other Person assuming responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such
fair market value to be determined on the date of contractually agreeing to such Asset Disposition), as determined in good faith
by Propco (and, in the case of an Asset Disposition of Real Property Collateral, or of Equity Collateral of any Subsidiary of Propco
that owns, directly or indirectly through one or more Subsidiaries, Real Property Collateral, in each case for consideration other
than cash or Cash Equivalents, will be based on one or more broker opinions of value from a broker of national standing selected
by the Company), of the securities and assets subject to such Asset Disposition (including, for the avoidance of doubt, if such
Asset Disposition is a Permitted Asset Swap), unless such Asset Disposition occurred in connection with a governmental taking;


 


(ii)               
in any such Asset Disposition (except to the extent the Asset Disposition is a Permitted Asset Swap), at least 75%
of the consideration from such Asset Disposition, together with all other Asset Dispositions since the Issue Date (on a cumulative
basis), (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise)
received by Propco or such Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that, in
the case of an Asset Disposition of Real Property Collateral, or of Equity Collateral of any Subsidiary of Propco that owns, directly
or indirectly throughout one or more Subsidiaries, Real Property Collateral, any consideration that is not in the form of cash
or Cash Equivalents must satisfy the requirements of a Permitted Asset Swap; and


 


(iii)             
within 365 days from the later of (A) the date of such Asset Disposition and (B) the receipt of the Net
Available Cash from such Asset Disposition (as may be extended by an Acceptable Commitment as set forth below, the “Proceeds
Application Period”), an amount equal to such Net Available Cash (the “Applicable
Proceeds”) is applied, to the extent Propco or any Subsidiary, as the case may be, elects:


 


(A)              
for the Company or any Subsidiary of the Company (i) to reduce, prepay, repay or purchase any Parity Lien Obligations
(other than the Notes); provided that the Company or a Subsidiary shall use a ratable amount to offer (in accordance with
the procedures set forth below for an Asset Disposition Offer) to redeem a ratable amount of Notes as described in Section 5.6
or purchase a ratable amount of Notes through open-market purchases or in privately negotiated transactions, or (ii) to
make an offer (in accordance with the procedures set forth below for an Asset Disposition Offer), redeem Notes as described in
Section 5.6 or purchase Notes through open-market purchases or in privately negotiated transactions,


 






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(B)               other
than with respect to Applicable Proceeds relating to an Asset Disposition of any Specified Real Estate Asset, by Propco or
any Subsidiary of Propco (i) to invest (including capital expenditures) in Additional Assets that are or will become
Collateral in accordance with the Security Documents (including by means of an investment in Additional Assets by Propco or a
Subsidiary of Propco); or (ii) to invest (including capital expenditures) in any one or more properties or assets that
replace the properties and/or assets that are the subject of such Asset Disposition and are or become Collateral in
accordance with the Security Documents; provided, however, that a binding agreement shall be treated as a permitted
application of Applicable Proceeds from the date of such commitment with the good faith expectation that an amount equal to
Applicable Proceeds will be applied to satisfy such commitment within 180 days of such commitment (an “Acceptable
Commitment”); provided further, that (x) any Applicable Proceeds relating to an Asset
Disposition of any Distribution Center Collateral or High Store Collateral, or of Equity Collateral of any Subsidiary of
Propco that owns, directly or indirectly through one or more Subsidiaries, any Distribution Center Collateral or High Store
Collateral, in each case applied (or committed to be applied) pursuant to this clause (b) must be applied (or committed
to be applied) to invest in other Distribution Center Collateral or High Store Collateral or properties or assets
constituting, part of or related to a distribution center or a retail store that has High Store Status and, in each case,
that become Collateral in accordance with the Security Documents, and (y) any Applicable Proceeds relating to an Asset
Disposition of any Non-High Store Collateral, or of Equity Collateral of any Subsidiary of Propco that owns, directly or
indirectly through one or more Subsidiaries, any Non-High Store Collateral, in each case applied (or committed to be
applied) pursuant to this clause (b) must be applied (or committed to be applied) to invest in (1) other Store
Collateral with a rating from the Store Grader not lower than the rating assigned to such Non-High Store Collateral,
(2) properties or assets constituting, part of or related to a retail store with a rating from the Store Grader not
lower than the rating assigned to such Non-High Store Collateral, (3) Distribution Center Collateral or
(4) properties or assets constituting, part of or related to a distribution center, in each case, that become Collateral
in accordance with the Security Documents; provided further that the aggregate amount of Applicable Proceeds from an
Asset Disposition of Distribution Center Collateral that may be applied pursuant to this clause (b) to invest in Store
Collateral or properties or assets constituting, part of or related to a retail store that become Collateral in accordance
with the Security Documents shall be no greater than $180 million after the Issue Date; and provided further that
the aggregate amount of Applicable Proceeds from an Asset Disposition of Store Collateral that may be applied pursuant to
this clause (b) to invest in Store Collateral or properties or assets constituting, part of or related to a retail store
that become Collateral in accordance with the Security Documents shall be no greater than $500 million after the Issue
Date when aggregated with the fair market value of any Permitted Asset Swap after the Issue Date of Store Collateral for real
property that will become Store Collateral; or


 


(C)              
other than with respect to Applicable Proceeds relating to an Asset Disposition of any Specified Real Estate Asset,
any combination of the foregoing;


 


provided that Propco (or any Subsidiary
of Propco, as the case may be) may elect to invest in Additional Assets that are or become Collateral in accordance with the Security
Documents and otherwise in compliance with the requirements set forth above prior to receiving the Applicable Proceeds attributable
to any given Asset Disposition (provided that such investment shall be made no earlier than the earliest of notice to the
Trustee of the relevant Asset Disposition, execution of a definitive agreement for the relevant Asset Disposition, and consummation
of the relevant Asset Disposition) and deem the amount so invested to be applied pursuant to and in accordance with clause (b)
above with respect to such Asset Disposition.


 


If, with respect
to any Asset Disposition, at the expiration of the Proceeds Application Period with respect to such Asset Disposition, there
remain cumulative Applicable Proceeds in excess of $100 million (such amount, the “Excess
Proceeds”), then the Company or a Subsidiary shall make an offer (an “Asset
Disposition Offer”) no later than ten business days after the expiration of the Proceeds Application Period
to all Holders of Notes and, if required by the terms of any Parity Lien Obligations, to all holders of such Parity Lien
Obligations to purchase the maximum principal amount of such Notes and Parity Lien Obligations, on a pro rata basis, that may
be purchased out of such Excess Proceeds, if any, at an offer price, in the case of the Notes, in cash in an amount equal to
100% of the principal amount thereof (or in the event such other Indebtedness was issued with original issue discount, 100%
of the accreted value thereof), plus accrued and unpaid interest, if any (or such lesser price with respect to Parity Lien
Obligations as may be provided by the terms of such other Indebtedness), to, but not including, the date fixed for the
closing of such offer, in accordance with the procedures set forth in this Indenture and the agreement governing the Parity
Lien Obligations in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.


 






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To the extent that
any Applicable Proceeds from an Asset Disposition are from a disposition of Collateral the fair market value of which exceeds $10.0 million
in the aggregate, such Applicable Proceeds will be deposited with the Collateral Trustee and held as Collateral pending application
pursuant to clause (3) above or the immediately preceding paragraph and, in the case of the immediately preceding paragraph,
released to Propco or any Subsidiary of Propco if remaining after consummation of the Asset Disposition Offer (or, in the case
of an Advance Offer, the Advance Portion).


 


Notices of an Asset
Disposition Offer shall be sent by first class mail or sent electronically, at least 10 days but not more than 60 days
before the purchase date to each Holder of the Notes at such Holder’s registered address or otherwise in accordance with
the applicable procedures of DTC. The Company or a Subsidiary may satisfy the foregoing obligation with respect to any Applicable
Proceeds from an Asset Disposition by making an Asset Disposition Offer prior to the expiration of the Proceeds Application Period
(the “Advance Offer”) with respect to all or a part of the Applicable
Proceeds (the “Advance Portion”) in advance of being required to do
so by this Indenture.


 


To the extent that
the aggregate amount (or accreted value, as applicable) of Notes and, if applicable, any other Parity Lien Obligations validly
tendered or otherwise surrendered in connection with an Asset Disposition Offer is less than the amount offered in an Asset Disposition
Offer (or, in the case of an Advance Offer, the Advance Portion), the Company or any Subsidiary may use any remaining Excess Proceeds
(or, in the case of an Advance Offer, the Advance Portion) (the “Declined Excess Proceeds”)
for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount (or accreted value, as applicable)
of the Notes or, if applicable, Parity Lien Obligations validly tendered pursuant to an Asset Disposition Offer exceeds the amount
of Excess Proceeds (or, in the case of an Advance Offer, the Advance Portion), the Company shall allocate the Excess Proceeds among
the Notes and Parity Lien Obligations to be purchased on a pro rata basis on the basis of the aggregate principal amount (or accreted
value, as applicable) of tendered Notes and Parity Lien Obligations; provided that no Notes or Parity Lien Obligations will
be selected and purchased in an unauthorized denomination. Upon completion of any Asset Disposition Offer, the amount of Excess
Proceeds shall be reset at zero.


 


To the extent that
any portion of Net Available Cash or Applicable Proceeds payable in respect of the Notes is denominated in a currency other than
Dollars, the amount thereof payable in respect of the Notes shall not exceed the net amount of funds in Dollars that is actually
received by Propco or a Subsidiary of Propco upon converting such portion into Dollars.


 


(b)               
For the purposes of clauses (i) and (ii) of Section 3.5(a), the following will be deemed to be cash:


 


(i)                 
the assumption by the transferee of Indebtedness or other liabilities, contingent or otherwise, of Propco or a Subsidiary
or the release of Propco or such Subsidiary from all liability on such Indebtedness or other liability in connection with such
Asset Disposition;


 


(ii)               
securities, notes or other obligations received by Propco or any Subsidiary from the transferee that are converted
by Propco or such Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash and Cash Equivalents
(to the extent of the cash or Cash Equivalents received), in each case, within 180 days following the closing of such Asset
Disposition;


 


(iii)              Indebtedness
of any Subsidiary of Propco that is no longer a Subsidiary of Propco as a result of such Asset Disposition, to the extent
that Propco and each other Subsidiary are released from any Guarantee of payment of such Indebtedness in connection with such
Asset Disposition; and


 






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(iv)              
consideration consisting of Parity Lien Debt received after the Issue Date from Persons who are not the Company or
any Subsidiary of the Company; and


 


(v)               
any Designated Non-Cash Consideration received by Propco or any Subsidiary in such Asset Dispositions having an aggregate
fair market value, taken together with all other Designated Non-Cash Consideration received pursuant to this Section 3.5
that is at that time outstanding, not to exceed $50 million, with the fair market value of each item of Designated Non-Cash Consideration
being measured at the time received and without giving effect to subsequent changes in value.


 


(c)                
To the extent that the provisions of any securities laws or regulations, including Rule 14e-1 under the Exchange
Act, conflict with the provisions of this Indenture, the Company shall not be deemed to have breached its obligations described
in this Indenture by virtue of compliance therewith. The Company may rely on any no-action letters issued by the SEC indicating
that the staff of the SEC will not recommend enforcement action in the event a tender offer satisfies certain conditions.


 


(d)               
The provisions of this Indenture relative to the Company’s obligation to make an offer to repurchase the Notes
as a result of an Asset Disposition may be waived or modified with the written consent of the Holders of a majority in principal
amount of the Notes then outstanding.


 


Section
3.6         
Limitation on Liens.


 


(a)                
Propco shall not, and shall not permit any of its Subsidiaries to, create or incur any Lien (except Permitted Liens)
(each, an “Initial Lien”) that secures obligations under any Indebtedness
or any related guarantee, on any asset or property of Propco or any of its Subsidiaries, unless:


 


(i)                 
in the case of Initial Liens on any Collateral, (i) such Initial Lien expressly has Junior Lien Priority on the Collateral
relative to the Notes and the Notes Guarantees or (ii) such Initial Lien is a Permitted Lien; and


 


(ii)               
in the case of any Initial Lien on any asset or property that is not Collateral, (i) the Secured Guarantee of Propco
or such Subsidiary of Propco are equally and ratably secured with (or on a senior basis to, in the case such Initial Lien secures
any Subordinated Indebtedness) the Obligations secured by such Initial Lien until such time as such Obligations are no longer secured
by such Initial Lien or (ii) such Initial Lien is a Permitted Lien,


 


except that the foregoing shall not apply
to Liens securing the Notes (other than any Additional Notes) and the related Secured Guarantees.


 


Any Lien created for
the benefit of the Holders pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically
and unconditionally released and discharged upon the release and discharge of the Initial Lien.


 


With respect to any
Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the incurrence of such Indebtedness, such
Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased
Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any
accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the
form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases
in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in
the value of property securing Indebtedness.


 






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(b)               
 The Unsecured Guarantor will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume
or suffer to exist any Lien (each, an “Initial MRH Lien”) upon any
of their respective assets, other than MRH Permitted Liens, unless the Notes are equally and ratably secured with the obligations
secured by such Initial MRH Lien until such time as such obligations are no longer secured by such Initial MRH Lien.


 


Any Lien created for
the benefit of the Holders pursuant to the preceding sentence shall provide by its terms that such Lien shall be automatically
and unconditionally released and discharged upon the release and discharge of the Initial MRH Lien.


 


If the Unsecured Guarantor
or any of its Restricted Subsidiaries is required to secure the Notes equally and ratably with any other obligations pursuant to
this Section 3.6(b), (i) the Company will promptly deliver to the Trustee and the Collateral Trustee an Officer’s
Certificate stating that such covenant has been complied with and an Opinion of Counsel stating that in the opinion of such counsel
such covenant has been complied with and that any instruments executed by the Unsecured Guarantor or any of its Restricted Subsidiaries
in the performance of such covenant comply with the requirements of such covenant, and (ii) the Trustee and the Collateral
Trustee is each authorized to enter into an indenture or agreement supplemental thereto and to take such action, if any, as it
may deem advisable to enable it to enforce the rights of the Holders so secured.


 


The terms of other
existing and future Indebtedness of the Company, the Unsecured Guarantor or their respective Subsidiaries may require that such
other Indebtedness be similarly secured by an equal and ratable Lien on such assets.


 


Section
3.7         
Limitation on Guarantees by Subsidiaries of the Company.


 


(a)                
The Company will not permit any of its Subsidiaries, other than a Guarantor, to Guarantee the payment of (i) any
Indebtedness of the Company or the Unsecured Guarantor under any syndicated Credit Facility or (ii) capital markets debt securities
of the Company or the Unsecured Guarantor unless:


 


(i)                 
such Subsidiary of the Company within 60 days executes and delivers a supplemental indenture to this Indenture
providing for a Notes Guarantee by such Subsidiary on a senior unsecured basis, except that with respect to a guarantee of such
Indebtedness of the Company or the Unsecured Guarantor, if such Indebtedness is by its express terms subordinated in right of payment
to the Notes or the Unsecured Guarantor’s Guarantee, any such guarantee by such Subsidiary with respect to such Indebtedness
shall be subordinated in right of payment to such Notes Guarantee substantially to the same extent as such Indebtedness is subordinated
to the Notes or the Unsecured Guarantor’s Notes Guarantee; and


 


(ii)               
such Subsidiary of the Company waives and will not in any manner whatsoever claim or take the benefit or advantage
of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary of the
Company as a result of any payment by such Subsidiary of the Company under its Notes Guarantee until payment in full of Obligations
under this Indenture,


 


provided that this Section 3.7
shall not be applicable in the event that the Notes Guarantee of the Obligations under the Notes or this Indenture by such Subsidiary
of the Company would not be permitted under applicable law.


 


(b)               
The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary or any of its
Parent Entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or Parent
Entity shall not be required to comply with the 60-day period described in 3.7(a) and such Guarantee may be released at
any time in the Company’s sole discretion.


 






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Section
3.8         
Future Guarantees by Propco Subsidiaries


 


Propco will not, and
will not permit any of its Subsidiaries to, create or acquire any Subsidiary, other than a Secured Guarantor, unless:


 


(a)                
such Subsidiary of Propco within 60 days executes and delivers a supplemental indenture to this Indenture providing
for a Secured Guarantee by such Subsidiary on a senior secured basis;


 


(b)               
to the extent any assets of such Subsidiary of Propco are assets of the type which would constitute Collateral under
the Security Documents, such Subsidiary of Propco will take such action, if any, as may be reasonably necessary to cause such assets
to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture
or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent
required by the applicable Security Documents, in each case within the time periods required by the applicable Security Documents;
and


 


(c)                
such Subsidiary of Propco waives and will not in any manner whatsoever claim or take the benefit or advantage of,
any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary of the Company
as a result of any payment by such Subsidiary of Propco under its Secured Guarantee until payment in full of Obligations under
this Indenture,


 


provided that this covenant shall
not be applicable in the event that the Secured Guarantee of the Obligations under the Notes or this Indenture by such Subsidiary
of Propco would not be permitted under applicable law.


 


Section
3.9         
Limitation on Affiliate Transactions.


 


(a)                
Propco will not, and will not permit any of its Subsidiaries to, enter into or conduct any transaction (including
the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of Propco (an “Affiliate
Transaction”) involving aggregate value in excess of the greater of $25.0 million and 1.5% of LTM EBITDA
unless:


 


(i)                 
the terms of such Affiliate Transaction taken as a whole are not materially less favorable to Propco or such Subsidiary,
as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution
of the agreement providing for such transaction in arm’s length dealings with a Person who is not such an Affiliate; and


 


(ii)                
in the event such Affiliate Transaction involves an aggregate value in excess of the greater of $50.0 million
and 3.0% of LTM EBITDA, the terms of such transaction have been approved by a majority of the members of the Board of Directors
of Propco.


 


Any Affiliate Transaction shall be deemed
to have satisfied the requirements set forth in clause (ii) of this Section 3.9(a) if such Affiliate Transaction
is approved by a majority of the Disinterested Directors of Propco, if any.


 


(b)               
The provisions of Section 3.9(a) shall not apply to:


 


(i)                 
any transfer or distribution of assets not consisting of Collateral by Propco or its Subsidiaries or any Permitted
Investment;


 


(ii)               
any issuance, transfer or sale of directors’ qualifying shares and shares issued to foreign nationals as required
under applicable law;


 


(iii)             
any Management Advances and any waiver or transaction with respect thereto;


 


(iv)               (a)
any transaction between or among Propco and any Subsidiary of Propco (or entity that becomes a Subsidiary of Propco as a
result of such transaction), or between or among Subsidiaries of Propco and (b) any merger, amalgamation or
consolidation with any Affiliate, provided that such Affiliate shall have no material liabilities and no material
assets other than cash or Cash Equivalents and such merger, amalgamation or consolidation is otherwise permitted under this
Indenture;


 






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(v)               
the payment of compensation, fees, costs and expenses to, and indemnities (including under insurance policies) and
reimbursements, employment and severance arrangements, and employee benefit and pension expenses provided on behalf of, or for
the benefit of, future, current or former employees, directors, officers, managers, contractors, consultants, distributors or advisors
(or their respective Controlled Investment Affiliates or Immediate Family Members) of Propco, any Parent Entity or any Subsidiary
of Propco (whether directly or indirectly and including through their Controlled Investment Affiliates or Immediate Family Members);


 


(vi)              
the entry into and performance of obligations of Propco or any Subsidiary of Propco under the terms of any transaction
arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the
Issue Date, as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time
to time in accordance with the other terms of this Section 3.9 or to the extent not disadvantageous in any material respect
in the reasonable determination of the Company to the Holders when taken as a whole as compared to the applicable agreement as
in effect on the Issue Date;


 


(vii)            
transactions with customers, vendors, clients, joint venture partners, suppliers, contractors, distributors or purchasers
or sellers of goods or services, in each case in the ordinary course of business, which are fair to Propco or its Subsidiaries,
in the reasonable determination of the Company, or are on terms, taken as a whole, that are not materially less favorable as would
reasonably have been obtained at such time from an unaffiliated party;


 


(viii)          
any transaction between or among Propco or any Subsidiary of Propco and any Person (including a joint venture) that
is an Affiliate of Propco solely because Propco or a Subsidiary of Propco or any Affiliate of Propco or a Subsidiary of Propco
(but excluding the Company or any other Subsidiary of the Company) owns an equity interest in or otherwise controls such Affiliate;


 


(ix)              
any issuance, sale or transfer of Capital Stock of Propco or options, warrants or other rights to acquire such Capital
Stock and the granting of customary rights (and the performance of the related obligations) in connection therewith or any contribution
to capital of Propco;


 


(x)               
the Transactions and the payment of all fees, costs and expenses (including all legal, accounting and other professional
fees, costs and expenses) related to the Transactions, including Transaction Expenses;


 


(xi)              
transactions in which Propco or any Subsidiary of Propco, as the case may be, delivers to the Trustee a letter from
an Independent Financial Advisor stating that such transaction is fair to Propco or such Subsidiary from a financial point of view
or meets the requirements of Section 3.9(a)(i);


 


(xii)            
any purchases by Propco’s Affiliates of Indebtedness of Propco or any of its Subsidiaries;


 


(xiii)          
payments by Propco and its Subsidiaries for Related Taxes;


 


(xiv)          
any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or
in contemplation of the disposition of assets or Capital Stock in any Subsidiary of Propco permitted under Section 3.5
or entered into with any Business Successor, in each case, that the Company determines in good faith is either fair to Propco
or otherwise on customary terms for such type of arrangements in connection with similar transactions;


 






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(xv)            
(i) transactions contemplated by the Master Lease and (ii) any operational services arrangement entered into
between Propco or any Subsidiary of Propco and any Affiliate of Propco, in each case, which is approved by the reasonable determination
of Propco;


 


(xvi)          
intellectual property licenses and research and development agreements in the ordinary course of business or consistent
with past practice;


 


(xvii)        
transactions undertaken in the ordinary course of business pursuant to membership in a purchasing consortium; and


 


(xviii)       
Permitted Intercompany Activities, Permitted Tax Restructurings or Intercompany License Agreements and related transactions.


 


In addition,
if Propco or any of its Subsidiaries (i) purchases or otherwise acquires assets or properties from a Person which is not an
Affiliate, the purchase or acquisition by an Affiliate of Propco of an interest in all or a portion of the assets or properties
acquired shall not be deemed an Affiliate Transaction (or cause such purchase or acquisition by Propco or any of its Subsidiaries
to be deemed an Affiliate Transaction) or (ii) sells or otherwise disposes of assets or other properties to a Person who is
not an Affiliate, the sale or other disposition by an Affiliate of Propco of an interest in all or a portion of the assets or properties
sold shall not be deemed an Affiliate Transaction (or cause such sale or other disposition by Propco or any of its Subsidiaries
to be deemed an Affiliate Transaction).


 


Section
3.10       Change
of Control.


 


(a)                
If a Change of Control Triggering Event occurs, unless the Company has exercised its right to redeem the Notes in
whole as described in Article V, Holders of the Notes will have the right to require the Company to repurchase all or any
part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their Notes pursuant to the offer described below
(the “Change of Control Offer”) on the terms set forth in this Indenture.


 


(b)               
In the Change of Control Offer, the Company will be required to offer payment in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest, if any, on the Notes repurchased to the date of purchase
(the “Change of Control Payment”). Within 30 days following any Change of Control Triggering Event or,
at the option of the Company, prior to any Change of Control or Change of Control Triggering Event, but after public announcement
of the transaction or transactions that constitute or may constitute the Change of Control, the Issuer will be required to send
a notice to Holders of the Notes describing the transaction or transactions that constitute or may constitute the Change of Control
Triggering Event and offering to repurchase the Notes, with the following information:


 


(i)                 
that a Change of Control Offer is being made pursuant to this Section 3.10 and that all Notes properly tendered
pursuant to such Change of Control Offer will be accepted for payment by the Issuer;


 


(ii)               
the purchase price and the purchase date, which will be no earlier than 10 days nor later than 60 days
from the date such notice is sent (the “Change of Control Payment Date”);


 


(iii)             
that any Note not properly tendered will remain outstanding and continue to accrue interest;


 


(iv)              
that unless the Issuer defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant
to the Change of Control Offer will cease to accrue interest, on the Change of Control Payment Date;


 






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(v)               
 that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender
such Notes, with the form entitled “Option of Holder to Elect Purchase”
on the reverse of such Notes completed, to the applicable Paying Agent specified in the notice at the address specified in the
notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date, or otherwise comply
with DTC procedures;


 


(vi)              
that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuer to purchase
such Notes; provided that the applicable Paying Agent receives, not later than the close of business on the second Business
Day prior to the expiration date of the Change of Control Offer, a telegram, facsimile transmission or letter setting forth the
name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing
its tendered Notes and its election to have such Notes purchased, or otherwise comply with DTC procedures;


 


(vii)            
that Holders whose Notes are being purchased only in part will be issued new Notes and such new Notes will be equal
in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to
at least $2,000 or any integral multiple of $1,000 in excess of $2,000);


 


(viii)          
if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer
is conditional on the occurrence of such Change of Control Triggering Event on or prior to the applicable Change of Control Payment
Date; and


 


(ix)              
the other instructions, as determined by the Issuer, consistent with this Section 3.10, that a Holder must
follow.


 


(c)                
On the Change of Control Payment Date, the Company will be required, to the extent lawful, to (i) accept for payment
all Notes or portions of Notes properly tendered pursuant to the Change of Control Offer; (ii) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or portions of Notes properly tendered; and (iii) deliver
or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate
principal amount of Notes or portions of Notes being purchased.


 


(d)               
The Company will not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering
Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an
offer made by the Company and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition,
the Company will not be required to repurchase any Notes if it has given written notice of a redemption in whole of the Notes as
provided in Section 5.6. The applicable Paying Agent will promptly deliver to each Holder of the Notes tendered the Change
of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book-entry)
to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that
each such new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof. The Issuer
will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment
Date. If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment
date, any accrued and unpaid interest will be paid on the Change of Control Payment Date to the Person in whose name a Note is
registered at the close of business on such record date.


 


(e)                
On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,


 


(i)                 
accept for payment all Notes issued by it or portions thereof properly tendered pursuant to the Change of Control
Offer,


 






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(ii)               
 deposit with the applicable Paying Agent an amount equal to the aggregate Change of Control Payment in respect of
all Notes or portions thereof so tendered, and


 


(iii)             
deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officer’s
Certificate to the Trustee stating the aggregate principal amount of such Notes or portions thereof have been tendered to and purchased
by the Issuer.


 


(f)                 
While the Notes are in global form and the Issuer makes an offer to purchase all of the Notes pursuant to the Change
of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of DTC, subject
to its rules and regulations.


 


(g)               
The Issuer will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws, rules and regulations thereunder to the extent such laws or regulations are applicable in connection
with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws,
rules or regulations conflict with the provisions of this Indenture, the Issuer shall not be deemed to have breached its obligations
described in this Indenture by virtue of compliance therewith.


 


Section
3.11       Reports.


 


(a)                
Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting
pursuant to rules and regulations promulgated by the SEC, the Company shall file with the SEC within 15 days after the time
periods specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not then
subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not a
 “large accelerated filer” or an “accelerated filer,” in each case as defined in such rules and regulations)
(in all cases including any extension as would be permitted by Rule 12b-25 under the Exchange Act or any rule, order,
waiver or other accommodation of the SEC):


 


(i)                 
all financial information that would be required to be contained in an annual report on Form 10-K, or any
successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and a report on the annual financial statements by the Company’s independent registered
public accounting firm;


 


(ii)               
all financial information that would be required to be contained in a quarterly report on Form 10-Q, or
any successor or comparable form, filed with the SEC, including a “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and financial statements prepared in accordance with GAAP; and


 


(iii)             
all current reports that would be required to be filed with the SEC on Form 8-K as in effect on the Issue Date (if
the Company had been a reporting company under Section 15(d) of the Exchange Act); provided, that the foregoing shall
not obligate the Company to make available (i) any information regarding the occurrence of any of the following events if the Company
determines in its reasonable determination that such event that would otherwise be required to be disclosed is not material to
the Holders or the business, assets, operations, financial positions or prospects of the Company and its Subsidiaries taken as
a whole, (ii) an exhibit or a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding
between the Company or any of its Subsidiaries and any director, officer or manager of the Company or any of its Subsidiaries,
(iii)  copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current
report on Form 8-K or (iv) any trade secrets, privileged or confidential information obtained from another Person and competitively
sensitive information:


 


(A)              
the entry into or termination of material agreements;


 






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(B)              
 significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that
are significant pursuant to the definition of “Significant Subsidiary”);


 


(C)              
bankruptcy;


 


(D)              
cross-default under direct material financial obligations;


 


(E)               
a change in the Company’s certifying independent auditor;


 


(F)               
the appointment or departure of directors or executive officers (with respect to the principal executive officer,
president, principal financial officer, principal accounting officer and principal operating officer only);


 


(G)              
non-reliance on previously issued financial statements; and


 


(H)              
change of control transactions,


 


in each case, in a manner that complies
in all material respects with the requirements specified in such form, except as described above or below and subject to exceptions
consistent with the presentation of information in the offering memorandum; provided, however, that the Company shall not
be required to provide (i) segment reporting and disclosure (including any required by FASB Accounting Standards Codification
Topic 280), (ii) separate financial statements or other information contemplated by Rules 3-05, 3-09, 3-10,
3-16 or 4-08 of Regulation S-X (or any successor provisions) or any schedules required by Regulation S-X,
(iii) information required by Regulation G under the Exchange Act or Item 10, Item 302, Item 402 or Item 601
of Regulation S-K (or any successor provision), (iv) XBRL exhibits, (v) earnings per share information, (vi) information
regarding executive compensation and related party disclosure related to SEC Release Nos. 33-8732A, 34-54302A and
IC-27444A, and (vii) other information customarily excluded from an offering memorandum, including any information that
is not otherwise of the type and form currently included in the offering memorandum relating to the Notes. In addition, notwithstanding
the foregoing, the Company will not be required to (i) comply with Sections 302, 906 and 404 of the Sarbanes-Oxley Act of
2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation
S-K (or any successor provision). To the extent any such information is not so filed or furnished, as applicable, within the time
periods specified above and such information is subsequently filed or furnished, as applicable, the Company will be deemed to have
satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured;
provided that such cure shall not otherwise affect the rights of the Holders under Section 6.1 hereof if Holders
of at least 30% in aggregate principal amount of the outstanding Notes have declared the principal, premium, if any, interest and
any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not
have been rescinded or cancelled prior to such cure. In addition, to the extent not satisfied by the foregoing, the Company shall
agree that, for so long as any Notes are outstanding, it shall furnish to Holders and to securities analysts and prospective investors,
upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.


 


(b)               
If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries
or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Company,
then the annual and quarterly financial information required by Section 3.11(a)(i) and (ii) will include a presentation
of selected financial metrics, in the Company’s sole discretion, of such Unrestricted Subsidiaries as a group in the “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.”


 






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(c)                 Substantially
concurrently with the furnishing of or making such information available to the Trustee pursuant to Section 3.11(b),
the Company shall also use its commercially reasonable efforts to post copies of such information required by Section
3.11(b) on a website (which may be nonpublic, require a confidentiality acknowledgement and may be maintained by the
Company or a third party) to which access will be given to the Holders, bona fide prospective investors in the Notes (which
prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A
of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their
status as such to the reasonable satisfaction of the Company), and securities analysts (to the extent providing analysis of
an investment in the Notes) and market making financial institutions that are reasonably satisfactory to the Company who
agree to treat such information and reports as confidential; provided that the Company may deny access to any
competitively-sensitive information and reports otherwise to be provided pursuant to this paragraph to any Holder, bona
fide prospective investors, security analyst or market maker that is a competitor of the Company and its Subsidiaries to the
extent that the Company determines in good faith that the provision of such information and reports to such Person would be
competitively harmful to the Company and its Subsidiaries. The Company may condition the delivery of any such reports to such
Holders, prospective investors in the Notes and securities analysts and market making financial institutions on the agreement
of such Persons to (i) treat all such reports (and the information contained therein) and information as confidential,
(ii) not use such reports (and the information contained therein) and information for any purpose other than their
investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information
contained therein) and information.


 


(d)               
The Company may satisfy its obligations pursuant to this Section 3.11 with respect to financial information
relating to the Company by furnishing financial information relating to a Parent Entity; provided that the same is accompanied
by consolidating information that explains in reasonable detail the differences between the information relating to such Parent
Entity (and other Parent Entities included in such information, if any), on the one hand, and the information relating to the Company
and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information
referred to in the proviso in the preceding sentence need not be audited.


 


(e)                
Notwithstanding anything to the contrary set forth in this Section 3.11, if the Company or any Parent Entity
has furnished to the Holders of Notes or filed with the SEC the reports described in this Section 3.11 with respect to the
Company or any Parent Entity, the Company shall be deemed to be in compliance with the provisions of this Section 3.11.


 


(f)                 
The Trustee shall have no duty to determine whether any filings or postings described in this Section 3.11
have been made. The trustee shall have no duty to review or analyze reports delivered to it.


 


Section
3.12       Maintenance
of Office or Agency.


 


The Issuer will maintain
an office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered
for registration of transfer or exchange. The Corporate Trust Office of the Trustee, shall be such office or agency of the Issuer,
unless the Issuer shall designate and maintain some other office or agency for one or more of such purposes. The Issuer will give
prompt written notice to the Trustee of any change in the location of any such office or agency. If at any time the Issuer shall
fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations
and surrenders may be made or served at the Corporate Trust Office of the Trustee, and the Issuer hereby appoints the Trustee as
its agent to receive all such presentations and surrenders.


 


The Issuer may also
from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all
such purposes and may from time to time rescind any such designation. The Issuer will give prompt written notice to the Trustee
of any such designation or rescission and any change in the location of any such other office or agency. No office of the Trustee
shall be an office or agency of the Issuer for the purposes of service of legal process on the Issuer or any Guarantor.


 


Section
3.13       After-Acquired
Collateral.


 


From and after
the Issue Date, if (a) any Subsidiary of Propco becomes a Secured Guarantor or (b) Propco or any Secured Guarantor acquires
any property or rights which are of a type constituting Collateral under any Security Document (excluding, for the avoidance
of doubt, any assets not required to be Collateral pursuant to this Indenture or the Security Documents), Propco or such
Secured Guarantor will be required to execute and deliver such security instruments, mortgages, financing statements and such
certificates as are required under this Indenture or any Security Document to vest in the Collateral Trustee a security
interest (subject to Permitted Liens) in such after-acquired collateral and to take such actions to add such after-acquired
collateral to the Collateral (and with respect to any mortgage, deliver to the Collateral Trustee such ancillary
deliverables, including local counsel opinions and title insurance, similar in form to that delivered for the Real Property
Collateral as of the Issue Date), and thereupon all provisions of this Indenture and the Security Documents relating to the
Collateral shall be deemed to relate to such after-acquired collateral to the same extent and with the same force and
effect.


 






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Section
3.14       Compliance
Certificate. The Issuer shall deliver to the Trustee within 120 days after the end of each fiscal year of the Issuer an
Officer’s Certificate, the signer of which shall be the principal executive officer, principal financial officer, principal
accounting officer, principal legal officer, secretary or treasurer of the Issuer, stating that in the course of the performance
by the signer of his or her duties as an Officer of the Issuer he or she would normally have knowledge of any Default or Event
of Default and whether or not the signer knows of any Default or Event of Default that occurred during the previous fiscal year;
provided that no such Officer’s Certificate shall be required for any fiscal year ended prior to the Issue Date. If
such Officer does have such knowledge, the certificate shall describe the Default or Event of Default, its status and the action
the Issuer is taking or proposes to take with respect thereto. The Trustee will not be deemed to have knowledge of any Defaults
or Events of Default unless written notice of an event, which is in fact a Default, has been delivered to the Trustee pursuant
to the notice provisions in this Indenture.


 


Section
3.15       Further
Instruments and Acts. Upon request of the Trustee or as necessary to comply with future developments or requirements, the Issuer
will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.


 


Section
3.16       Statement
by Officers as to Default. The Issuer shall deliver to the Trustee, as soon as possible and in any event within 30 days
after the Issuer becomes aware of the occurrence of any Default or Event of Default, an Officer’s Certificate setting forth
the details of such Event of Default or Default, its status and the actions which the Issuer is taking or proposes to take with
respect thereto.


 


Section
3.17       Suspension
of Certain Covenants on Achievement of Investment Grade Status


 


Beginning on the first
day (a) the Notes have achieved Investment Grade Status and (b) no Event of Default has occurred and is continuing under this Indenture,
and ending on a Reversion Date (such period a “Suspension Period”), the Company and its Subsidiaries will not
be subject to Section 3.2, Section 3.7, and Section 3.9 (the “Suspended
Covenants”).


 


If at any time the
Notes cease to have such Investment Grade Status, then the Suspended Covenants shall thereafter be reinstated as if such covenants
had never been suspended (the “Reversion Date”) and be applicable pursuant
to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with
the terms of this Indenture), unless and until the Notes subsequently attain Investment Grade Status (in which event the Suspended
Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Status); provided, however, that
no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees
with respect to the Suspended Covenants based on, and none of the Company or any of its Subsidiaries shall bear any liability for,
any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual
obligation arising prior to the Reversion Date, regardless of whether such actions or events would have been permitted if the applicable
Suspended Covenants remained in effect during such period.


 


Calculations made
after the Reversion Date of the amount available to be made as Restricted Payments under Section 3.2 will be made as
though Section 3.2 had been in effect since the Issue Date and prior to, but not during, the Suspension Period.
Accordingly, Restricted Payments made during the Suspension Period will not reduce the amount available to be made as
Restricted Payments under Section 3.2(a). In addition, any future obligation to grant further Notes Guarantees shall
be released. All such further obligations to grant Notes Guarantees shall be reinstated on the Reversion Date. As described
above, however, no Default, Event of Default or breach of any kind shall be deemed to have occurred as a result of the
Reversion Date occurring on the basis of any actions taken or the continuance of any circumstances resulting from actions
taken or the performance of obligations under agreements entered into by the Company or any of the Subsidiaries during the
Suspension Period (other than agreements to take actions after the Reversion Date that would not be permitted outside of the
Suspension Period entered into in contemplation of the Reversion Date).


 






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On and after each Reversion
Date, the Company and its Subsidiaries will be permitted to consummate the transactions contemplated by any contract entered into
during the Suspension Period, so long as such contract and such consummation would have been permitted during such Suspension Period.


 


The Trustee shall have
no duty to monitor the ratings of the Notes, shall not be deemed to have any knowledge of the ratings of the Notes and shall have
no duty to notify Holders if the Notes achieve Investment Grade Status or of the occurrence of a Reversion Date.


 


Section
3.18       Limitations
on Propco


 


Notwithstanding anything
to the contrary in this Indenture (other than as described in Section 4.1, Propco shall not have any Subsidiaries other
than Real Estate Subsidiaries and may not make any Investments (other than Permitted Investments) in any Person. Propco and its
Subsidiaries shall not hold any material assets other than the Collateral or assets that will become Collateral in accordance with
this Indenture and the Security Documents or have any material operations other than (i) holding the Collateral (including
any Collateral contributed to or acquired by Propco after the Issue Date) and leasing or licensing such Collateral to the Company,
its other Subsidiaries or any other party to the Master Lease or otherwise operating, using or holding such Collateral or other
assets in the ordinary course of business in accordance with the provisions of this Indenture and distributing the cash proceeds
of such leasing or licensing to the Company or any other Parent Entity or otherwise utilize such proceeds in any manner not prohibited
by this Indenture, (ii) incurring Indebtedness or Liens to the extent not prohibited under this Indenture and performing its
obligations with respect to such Indebtedness and Liens, (iii) maintaining its legal existence, any licenses or qualifications
to do business and other related matters, (iv) issuing equity interests to any Parent Entity or other Person to the extent
not prohibited by this Indenture, (v) participating in tax, accounting and other administrative matters, (vi) providing
indemnification to officers and directors, (vii) consummating any Asset Dispositions and applying the proceeds thereof, in
each case in accordance with Section 3.5, (viii) consummating any other asset disposition not prohibited by this Indenture
and (ix) activities incidental to the foregoing businesses, activities or operations, except in the cases of clauses (iii),
(iv), (v), (vii), (viii) and (ix), as described in Section 4.1.


 


Article
IV

SUCCESSOR COMPANY; SUCCESSOR PERSON


 


Section
4.1        
Merger and Consolidation.


 


(a)           
The Company shall not consolidate with or merge with or into, or convey, transfer or lease all or substantially all
its assets, in one transaction or a series of related transactions, to any Person, unless:


 


(i)             
the Company is the surviving Person or the resulting, surviving or transferee Person (the “Successor
Company”) will be a Person organized or existing under the laws of the jurisdiction of the Company or the United
States of America, any State of the United States or the District of Columbia or any territory thereof and the Successor Company
(if not the Company) will expressly assume all the obligations of the Company under the Notes pursuant to supplemental indentures
or other documents and instruments;


 


(ii)            
immediately after giving effect to such transaction (and treating any Indebtedness that becomes an obligation of
the applicable Successor Company or any Subsidiary of the applicable Successor Company as a result of such transaction as having
been incurred by the applicable Successor Company or such Subsidiary at the time of such transaction), no Event of Default shall
have occurred and be continuing; and


 






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(iii)         
 the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this Indenture and an Opinion
of Counsel stating that such supplemental indenture (if any) is a legal and binding agreement enforceable against the Successor
Company; provided that in giving an Opinion of Counsel, counsel may rely on an Officer’s Certificate as to any matters
of fact, including as to satisfaction of clause (ii) above,


 


(b)           
The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company
under the Notes and this Indenture, and the Company will automatically and unconditionally be released and discharged from its
obligations under the Notes and this Indenture.


 


(c)           
Notwithstanding any other provision of this Section 4.1, (i) the Company may consolidate or otherwise combine
with, merge into or transfer all or part of its properties and assets to a Guarantor, (ii) the Company may consolidate or
otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the
Company, reincorporating the Company in another jurisdiction, or changing the legal form of the Company, (iii) any Subsidiary
may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to the Company or a
Guarantor, (iv) any Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties
and assets to any other Subsidiary and (v) the Company and its Subsidiaries may complete any Permitted Tax Restructuring.


 


(d)          
Subject to Section 10.2(b), no Guarantor may consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of its assets, in one or a series of related transactions, to any Person, unless:


 


(i)           
(A) the other Person is the Company or any Subsidiary that is a Guarantor or becomes a Guarantor concurrently with
the transaction; or either (x) the Company or a Guarantor is the continuing Person or (y) the resulting, surviving or
transferee Person expressly assumes all the obligations of the Guarantor under its Note Guarantee and this Indenture;


 


(B)            
immediately after giving effect to the transaction, no Event of Default shall have occurred and be continuing; and


 


(C)            
in the case of any Secured Guarantor, to the extent any assets of the Person which is merged, consolidated or amalgamated
with or into such Guarantor are assets of the type which would constitute Collateral under the Security Documents, such Secured
Guarantor or the Successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets
to be made subject to the Lien of the applicable Security Documents in the manner and to the extent required in this Indenture
or the applicable Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent
required by the applicable Security Documents; or


 


(ii)           
the transaction constitutes a sale, disposition or transfer of the Guarantor or the conveyance, transfer or lease
of all or substantially all of the assets of the Guarantor (in each case other than to the Company or a Subsidiary) otherwise permitted
by this Indenture.


 


Notwithstanding any
other provision of this Section 4.1, any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer
all or part of its properties and assets to another Guarantor or the Company, (b) consolidate or otherwise combine with or
merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating
the Guarantor in another jurisdiction, or changing the legal form of the Guarantor, (c) convert into a corporation, partnership,
limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization
of such Guarantor, (d) liquidate or dissolve or change its legal form if the Company determines in good faith that such action
is in the best interests of the Company and (e) complete any Permitted Tax Restructuring. Notwithstanding anything to the
contrary in this Section 4.1, the Company may contribute Capital Stock of any or all of its Subsidiaries to any Guarantor.


 






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Any reference herein
to a merger, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply
to a division of or by a limited liability company, limited partnership or trust, or an allocation of assets to a series of a limited
liability company, limited partnership or trust (or the unwinding of such a division or allocation), as if it were a merger, consolidation,
amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any
division of a limited liability company, limited partnership or trust shall constitute a separate Person hereunder (and each division
of any limited liability company, limited partnership or trust that is a Subsidiary, Restricted Subsidiary, Unrestricted Subsidiary,
joint venture or any other like term shall also constitute such a Person or entity).


 


Notwithstanding anything
to the contrary set forth above, neither Propco nor any Subsidiary of Propco shall merge with or into, consolidate or transfer
all or substantially all its assets to the Company or any Subsidiary of the Company other than Propco or one of Propco’s
Subsidiaries.


 


Article
V

REDEMPTION OF SECURITIES


 


Section
5.1       
Notices to Trustee. If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of
Section 5.6 hereof, it must furnish to the Trustee, at least 10 days but not more than 60 days before a redemption
date, an Officer’s Certificate setting forth:


 


(a)           
the clause of this Indenture pursuant to which the redemption shall occur;


 


(b)           
the redemption date;


 


(c)           
the principal amount of Notes to be redeemed; and


 


(d)           
the redemption price.


 


Any optional redemption
referenced in such Officer’s Certificate may be cancelled by the Issuer at any time prior to notice of redemption being sent
to any Holder and thereafter shall be null and void.


 


Section
5.2      
Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes are to be redeemed pursuant
to Section 5.6 or purchased in an Asset Disposition Offer pursuant to Section 3.5, the Trustee will select Notes
for redemption or purchase (a) if the Notes are in global form, in accordance with the applicable procedures of DTC and (b) if
the Notes are in definitive form in their entirety, by lot or on a pro rata basis (subject to adjustments to maintain the authorized
Notes denomination requirements), except if otherwise required by law.


 


No Notes in an unauthorized
denomination or of $2,000 in aggregate principal amount or less shall be redeemed in part. In the event of partial redemption,
the particular Notes to be redeemed or purchased will be selected, unless otherwise provided herein, not less than 10 days
nor more than 60 days prior to the redemption or purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase; provided that the Issuer shall provide the Trustee with sufficient notice of such partial redemption
to enable the Trustee to select the Notes for partial redemption.


 


The Trustee will promptly
notify the Issuer in writing of the Notes selected for redemption or purchase and, in the case of any Note selected for partial
redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected will be
in minimum principal amounts of $2,000 and whole multiples of $1,000 in excess of $2,000; except that if all of the Notes of a
Holder are to be redeemed or purchased, the entire outstanding amount of Notes held by such Holder, even if not in a minimum principal
amount of $2,000 or a multiple of $1,000 in excess thereof, shall be redeemed or purchased. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called
for redemption or purchase.


 


Section
5.3         Notice
of Redemption. At least 10 days but not more than 60 days before the redemption date, the Issuer will send or cause to be
sent, by electronic delivery or by first class mail postage prepaid, a notice of redemption to each Holder (with a copy to
the Trustee) whose Notes are to be redeemed at the address of such Holder appearing in the security register or otherwise in
accordance with the applicable procedures of DTC, except that redemption notices may be delivered electronically or mailed
more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a
satisfaction and discharge of this Indenture pursuant to Articles VIII or XI hereto.


 






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The notice will identify
the Notes (including the CUSIP or ISIN number) to be redeemed and will state:


 


(a)           
the redemption date;


 


(b)           
the redemption price;


 


(c)           
if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that,
after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion
will be issued upon cancellation of the original Note;


 


(d)           
the name and address of the Paying Agent;


 


(e)          
that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;


 


(f)           
that, unless the Issuer defaults in making such redemption payment, interest on Notes called for redemption ceases
to accrue on and after the redemption date;


 


(g)           
the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are
being redeemed; and


 


(h)           
that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice
or printed on the Notes.


 


At the Issuer’s
request, the Trustee will give the notice of redemption in the Issuer’s name and at its expense; provided, however,
that the Issuer has delivered to the Trustee, at least three (3) Business Days (or if any of the Notes to be redeemed are in definitive
form, five (5) Business Days) prior to the date on which the Issuer instructs the Trustee to give the notice (or such shorter period
as the Trustee may agree), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information
to be stated in such notice as provided in the preceding paragraph.


 


Notice of any redemption
of the Notes may, at the Issuer’s discretion, be given prior to the completion of a transaction (including an Equity Offering,
an incurrence of Indebtedness, a Change of Control or other transaction) and any redemption notice may, at the Issuer’s discretion,
be subject to one or more conditions precedent, including, but not limited to, completion of a related transaction. If such redemption
or purchase is so subject to satisfaction of one or more conditions precedent such notice shall describe each such condition, and
if applicable, shall state that, in the Issuer’s discretion, the redemption date may be delayed until such time (including
more than 60 days after the date the notice of redemption was mailed or delivered, including by electronic transmission) as any
or all such conditions shall be satisfied, or such redemption or purchase may not occur and such notice may be rescinded in the
event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed.
In addition, the Issuer may provide in such notice that payment of the redemption price and performance of the Issuer’s obligations
with respect to such redemption may be performed by another Person.


 


Section
5.4          Deposit
of Redemption or Purchase Price. Prior to 11:00 a.m. New York City Time on the redemption or purchase date, the
Issuer will deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption or purchase price of and
accrued interest, if any, on all Notes to be redeemed or purchased on that date. The Trustee or the Paying Agent will
promptly return, on or following the applicable redemption or repurchase date, to the Issuer any money deposited with the
Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption or purchase price of, and
accrued interest, if any, on all Notes to be redeemed or purchased.


 






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If the Issuer complies
with the provisions of the preceding paragraph, on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note is redeemed or purchased on or after a record date
but on or prior to the corresponding interest payment date, then any accrued and unpaid interest to, but excluding, the redemption
date or purchase date shall be paid on the redemption date or purchase date to the Person in whose name such Note was registered
at the close of business on such record date in accordance with the applicable procedures of DTC. If any Note called for redemption
or purchase is not so paid upon surrender for redemption or purchase because of the failure of the Issuer to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption or purchase date until such principal is paid, and
to the extent lawful on any interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section
3.1 hereof.


 


Section
5.5        
Notes Redeemed or Purchased in Part. Upon surrender of a Note issued in physical form that is redeemed or
purchased in part, the Issuer will issue and the Trustee will authenticate for the Holder at the expense of the Issuer a new Note
equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered; provided, that each such new
Note will be in a minimum principal amount of $2,000 or integral multiple of $1,000 in excess thereof.


 


In the case of a Note
issued as a global note, an appropriate notation will be made on such Note to decrease the principal amount thereof to an amount
equal to the unredeemed portion thereof; provided, that the unredeemed portion thereof will be in a minimum principal amount
of $2,000 or integral multiple of $1,000 in excess thereof.


 


Section
5.6        
Optional Redemption.


 


(a)           
At any time prior to June 15, 2022, the Company may redeem the Notes in whole or in part, at its option, upon not
less than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a
copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, at a redemption price
(expressed as a percentage of the principal amount of the Notes to be redeemed) equal to 100.000% plus the Applicable Premium as
of, and accrued and unpaid interest, if any, to but excluding, the date of redemption (the “Redemption Date”),
subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.


 


(b)          
At any time and from time to time prior to June 15, 2022, the Company may, on one or more occasions, upon not less
than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid, with a copy
to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register, redeem up to 40.0% of the
original aggregate principal amount of Notes issued under this Indenture on the Issue Date (together with Additional Notes) at
a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed) equal to 108.375% plus accrued and
unpaid interest, if any, to but excluding, the applicable Redemption Date, subject to the right of Holders of record of the
Notes on the relevant record date to receive interest due on the relevant interest payment date, with an amount equal to the net
cash proceeds received by the Company of one or more Equity Offerings of the Company; provided that not less than 50.0%
of the original aggregate principal amount of then-outstanding Notes issued under this Indenture remains outstanding immediately
after the occurrence of each such redemption (including Additional Notes but excluding Notes held by the Company or any of its
Subsidiaries), unless all such Notes are redeemed substantially concurrently; provided further that each such redemption
occurs not later than 180 days after the date of closing of the related Equity Offering. The Trustee shall select the Notes
to be purchased in the manner described under Sections 5.1 through 5.5.


 


(c)           
Until 120 days after the Issue Date, the Company may redeem in the aggregate up to 40% of the aggregate principal
amount of the Notes with an amount equal to the net cash proceeds of any loan received pursuant to a Regulatory Debt Facility at
a redemption price of 104.188% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but excluding,
the applicable redemption date; provided, however, that not less than 50% of the aggregate principal amount of the then-outstanding
Notes issued under the Indenture remains outstanding immediately thereafter (including Additional Notes, but excluding Notes held
by the Company or any of its Subsidiaries), unless all such Notes are redeemed substantially concurrently.


 






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(d)         
 Except pursuant to clauses (a), (b) and (c) of this Section 5.6, the Notes will not
be redeemable at the Company’s option prior to June 15, 2022.


 


(e)          
At any time and from time to time on or after June 15, 2022, the Company may redeem the Notes, in whole or in part,
upon not less than 10 nor more than 60 days’ prior notice by electronic delivery or first class mail, postage prepaid,
with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Notes Register at the redemption
prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth in the table below, plus accrued and
unpaid interest thereon, if any, to but excluding the applicable Redemption Date, subject to the right of Holders of record
of the Notes on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the
twelve-month period beginning on June 15 of each of the years indicated in the table below:


 


	Year	 	Percentage	 
	2022	 	 	104.188	%
	2023	 	 	102.094	%
	2024 and thereafter	 	 	100.000	%




 


(f)            
Notwithstanding the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer
or Asset Disposition Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender
and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the
Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have
the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes
to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem
all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder
(excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment,
accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption.


 


(g)          
Unless the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or
portions thereof called for redemption on the applicable Redemption Date.


 


(h)          
Any redemption pursuant to this Section 5.6 shall be made pursuant to the provisions of Sections 5.1
through 5.5.


 


Section
5.7       
Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with
respect to the Notes; provided, however, that under certain circumstances, the Company may be required to offer to purchase
Notes under Section 3.5 and Section 3.10.


 


Article
VI

DEFAULTS AND REMEDIES


 


Section
6.1        
Events of Default.


 


(a)           
Each of the following is an “Event of Default”:


 


(i)             
default in any payment of interest on any Note when due and payable, continued for 30 days;


 


(ii)            
default in the payment of the principal amount of or premium, if any, on any Note issued under this Indenture when
due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;


 


(iii)            failure
by the Company or any Guarantor to comply for 60 days after written notice by the Trustee on behalf of the Holders or by
the Holders of at least 30% in aggregate principal amount of the outstanding Notes with any agreement or obligation contained
in this Indenture; provided that in the case of a failure to comply with this Indenture provisions described under Section
3.11, such period of continuance of such default or breach shall be 180 days after written notice described in this
clause has been given;


 






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(iv)          
default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured
or evidenced any Indebtedness for money borrowed by the Company or any Significant Subsidiary other than an Unrestricted Subsidiary
that is a Significant Subsidiary (or group of Subsidiaries (other than any Unrestricted Subsidiary) that, taken together (as of
the latest audited consolidated financial statements for the Company and its Subsidiaries) would constitute a Significant Subsidiary)
(or the payment of which is Guaranteed by the Company or any Significant Subsidiary other than an Unrestricted Subsidiary that
is a Significant Subsidiary (or group of Subsidiaries (other than any Unrestricted Subsidiary) that, taken together (as of the
latest audited consolidated financial statements for the Company and its Subsidiaries) would constitute a Significant Subsidiary))
other than Indebtedness owed to the Company or a Subsidiary whether such Indebtedness or Guarantee now exists, or is created after
the date hereof, which default:


 


(A)           
is caused by a failure to pay principal of such Indebtedness, at its stated final maturity (after giving effect to
any applicable grace periods provided in such Indebtedness); or


 


(B)           
results in the acceleration of such Indebtedness prior to its stated final maturity;


 


and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a
payment default of principal at its stated final maturity (after giving effect to any applicable grace periods) or the maturity
of which has been so accelerated, aggregates to the greater of $250.0 million and 11.0% of LTM EBITDA or more at any one time
outstanding;


 


(v)            
an involuntary case or other proceeding is commenced against the Company or any Significant Subsidiary other than
an Unrestricted Subsidiary that is a Significant Subsidiary (or group of Subsidiaries (other than any Unrestricted Subsidiary)
that, taken together (as of the latest audited consolidated financial statements of the Company and its Subsidiaries) would constitute
a Significant Subsidiary) with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter
in effect seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial
part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or
an order for relief is entered against the Company or any Significant Subsidiary other than an Unrestricted Subsidiary that is
a Significant Subsidiary (or group of Subsidiaries (other than any Unrestricted Subsidiary) that, taken together (as of the latest
audited consolidated financial statements for the Company and its Subsidiaries) would constitute a Significant Subsidiary) under
the federal bankruptcy laws as now or hereafter in effect;


 


(vi)            the
Company or any Significant Subsidiary other than an Unrestricted Subsidiary that is a Significant Subsidiary (or group of
Subsidiaries (other than any Unrestricted Subsidiary) that, taken together (as of the latest audited consolidated financial
statements for the Company and its Subsidiaries) would constitute a Significant Subsidiary) (i) commences a voluntary case
under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an
order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company or any Significant
Subsidiary other than an Unrestricted Subsidiary that is a Significant Subsidiary (or group of Subsidiaries (other than any
Unrestricted Subsidiary) that, taken together (as of the latest audited consolidated financial statements for the Company and
its Subsidiaries)) or for all or substantially all of the property and assets of the Company or any of its Significant
Subsidiary other than an Unrestricted Subsidiary that is a Significant Subsidiary (or group of Subsidiaries (other than any
Unrestricted Subsidiary) that, taken together (as of the latest audited consolidated financial statements for the Company and
its Subsidiaries)) or (iii) effects any general assignment for the benefit of creditors;


 






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(vii)         
failure by the Company or a Significant Subsidiary other than an Unrestricted Subsidiary that is a Significant Subsidiary
(or group of Subsidiaries (other than any Unrestricted Subsidiary) that, taken together (as of the latest audited consolidated
financial statements for the Company and its Subsidiaries) would constitute a Significant Subsidiary) to pay final judgments aggregating
in excess of the greater of $250.0 million and 11.0% of LTM EBITDA other than any judgments covered by indemnities provided
by, or insurance policies issued by, reputable and creditworthy companies, which final judgments remain unpaid, undischarged and
unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by
insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;


 


(viii)        
any Notes Guarantee of the Notes by a Significant Subsidiary ceases to be in full force and effect, other than in
accordance with the terms of this Indenture;


 


(ix)           
(i) the Liens created by the Security Documents shall at any time not constitute a valid and perfected Lien on any
material portion of the Collateral intended to be covered thereby (unless perfection is not required by this Indenture or the Security
Documents) other than (A) in accordance with the terms of the relevant Security Document and this Indenture, (B) on the
satisfaction in full of all Obligations under this Indenture or (C) any loss of perfection that results from the failure of
the Collateral Trustee to maintain possession of certificates delivered to it representing securities pledged under the Security
Documents and (ii) such default continues for 30 days after receipt of written notice given by the Trustee or the Holders
of not less than 30% in aggregate principal amount of the then outstanding Notes; and


 


(x)            
the Company or any Guarantor that is a Significant Subsidiary (or any group of Guarantors that, taken together (as
of the latest audited consolidated financial statements for the Company and its Subsidiaries) would constitute a Significant Subsidiary)
shall assert, in any pleading in any court of competent jurisdiction, that any security interest in any Security Document is invalid
or unenforceable;


 


provided that a Default under clause (iii),
(iv) and (vii) above will not constitute an Event of Default until the Trustee or the Holders of at least 30% in principal
amount of the outstanding Notes notify the Company of the Default and, with respect to clauses (iii) and (vii), the Company does
not cure such Default within the time specified in clause (iii), or (vii) after receipt of such notice; provided that a
notice of Default may not be given with respect to any action taken, and reported publicly or to Holders, more than two years prior
to such notice of Default. Any notice of Default, notice of acceleration or instruction to the Trustee to provide a notice of Default,
notice of acceleration or take any other action (a “Noteholder Direction”)
provided by any one or more Holders (each a “Directing Holder”) must
be accompanied by a written representation from each such Holder delivered to the Company and the Trustee that such Holder is not
(or, in the case such Holder is DTC or its nominee, that such Holder is being instructed solely by beneficial owners that are not)
Net Short (a “Position Representation”), which representation, in the
case of a Noteholder Direction relating to the delivery of a notice of Default (a “Default
Direction”) shall be deemed a continuing representation until the resulting Event of Default is cured or otherwise
ceases to exist or the Notes are accelerated. In addition, each Directing Holder is deemed, at the time of providing a Noteholder
Direction, to covenant to provide the Company with such other information as the Company may reasonably request from time to time
in order to verify the accuracy of such Noteholder’s Position Representation within five Business Days of request therefor
(a “Verification Covenant”). In any case in which the Holder is DTC
or its nominee, any Position Representation or Verification Covenant required hereunder shall be provided by the beneficial owner
of the Notes in lieu of DTC or its nominee and DTC shall be entitled to conclusively rely on such Position Representation and Verification
Covenant in delivering its direction to the Trustee.


 






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If, following the
delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company determines in good faith that there
is a reasonable basis to believe a Directing Holder was, at any relevant time, in breach of its Position Representation and
provides to the Trustee an Officer’s Certificate stating that the Company has initiated litigation in a court of
competent jurisdiction seeking a determination that such Directing Holder was, at such time, in breach of its Position
Representation, and seeking to invalidate any Default, Event of Default or acceleration (or notice thereof) that resulted
from the applicable Noteholder Direction, the cure period with respect to such Default shall be automatically stayed and the
cure period with respect to such Default or Event of Default shall be automatically reinstituted and any remedy stayed
pending a final and non-appealable determination of a court of competent jurisdiction on such matter. If, following the
delivery of a Noteholder Direction, but prior to acceleration of the Notes, the Company provides to the Trustee an
Officer’s Certificate stating that a Directing Holder failed to satisfy its Verification Covenant, the cure period with
respect to such Default shall be automatically stayed and the cure period with respect to any Default or Event of Default
that resulted from the applicable Noteholder Direction shall be automatically reinstituted and any remedy stayed pending
satisfaction of such Verification Covenant. Any breach of the Position Representation shall result in such Holder’s
participation in such Noteholder Direction being disregarded; and, if, without the participation of such Holder, the
percentage of Notes held by the remaining Holders that provided such Noteholder Direction would have been insufficient to
validly provide such Noteholder Direction, such Noteholder Direction shall be void ab initio, with the effect that such
Default or Event of Default shall be deemed never to have occurred, acceleration voided and the Trustee shall be deemed not
to have received such Noteholder Direction or any notice of such Default or Event of Default.


 


Notwithstanding anything
in the preceding two paragraphs to the contrary, any Noteholder Direction delivered to the Trustee during the pendency of an Event
of Default as the result of a bankruptcy or similar proceeding shall not require compliance with the foregoing paragraphs.


 


For the avoidance of
doubt, the Trustee shall be entitled to conclusively rely on any Noteholder Direction delivered to it in accordance with this Indenture,
shall have no duty to inquire as to or investigate the accuracy of any Position Representation, enforce compliance with any Verification
Covenant, verify any statements in any Officer’s Certificate delivered to it, or otherwise make calculations, investigations
or determinations with respect to Derivative Instruments, Net Shorts, Long Derivative Instruments, Short Derivative Instruments
or otherwise. The Trustee shall have no liability to the Company, any Holder or any other Person in acting in good faith on a Noteholder
Direction.


 


(b)          
If a Default for a failure to report or failure to deliver a required certificate in connection with another default
(the “Initial Default”) occurs, then at the time such Initial Default
is cured, such Default for a failure to report or failure to deliver a required certificate in connection with another default
that resulted solely because of that Initial Default shall also be cured without any further action.


 


(c)           
Any Default or Event of Default for the failure to comply with the time periods prescribed in Section 3.11
hereof or otherwise to deliver any notice or certificate pursuant to any other provision of this Indenture shall be deemed to be
cured upon the delivery of any such report required by such provision or such notice or certificate, as applicable, even though
such delivery is not within the prescribed period specified in this Indenture.


 


Section
6.2       
Acceleration. If any Event of Default (other than an Event of Default described in clause (v) and (vi) of
Section 6.1(a) with respect to the Company) occurs and is continuing, the Trustee by written notice to the Company or the
Holders of at least 30% in principal amount of the outstanding Notes by written notice to the Company and the Trustee, may declare
the principal of and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such a declaration, such
principal and accrued and unpaid interest, will be due and payable immediately.


 


In the event of any
Event of Default specified in clause (iv) of Section 6.1(a), such Event of Default and all consequences thereof
shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 30 days
after such Event of Default arose:


 


(a)           
(x) the Indebtedness that gave rise to such Event of Default shall have been discharged in full; or


 






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(y)             the
holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default;
or


 


(z)             if
the default that is the basis for such Event of Default has been cured; and


 


(b)           
the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent
jurisdiction.


 


If an Event of Default
described in clause (v) and (vi) of Section 6.1(a) occurs and is continuing with respect to the Company, the principal of
and accrued and unpaid interest, on all Notes will become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders.


 


Section
6.3         
Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
pursuant to the terms of the Security Documents or by proceeding at law or in equity to collect the payment of principal of, or
premium, if any, or interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture.


 


The Trustee may maintain
a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available
remedies are cumulative.


 


Section
6.4         
Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding Notes
by written notice to the Trustee may, on behalf of all of the Holders, (a) waive, by their consent (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an existing Default or Event
of Default and its consequences under this Indenture and the Security Documents except (A) a Default or Event of Default in
the payment of the principal of, or interest, on a Note or (B) a Default or Event of Default in respect of a provision that
under Section 9.2 cannot be amended without the consent of each Holder affected and (b) rescind any acceleration with
respect to the Notes and its consequences if (i) such rescission would not conflict with any judgment or decree of a court
of competent jurisdiction, (ii) all existing Events of Default have been cured or waived except nonpayment of principal, premium,
if any, interest, if any, that has become due solely because of the acceleration, (iii) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue principal, which has become due otherwise than by
such declaration of acceleration, has been paid, (iv) the Issuer has paid the Trustee its compensation and reimbursed the
Trustee for its reasonable expenses, disbursements and advances and (v) in the event of the cure or waiver of an Event of
Default of the type described in clause (iv) of Section 6.1(a), the Trustee shall have received an Officer’s
Certificate and an Opinion of Counsel stating that such Event of Default has been cured or waived. No such rescission shall affect
any subsequent Default or impair any right consequent thereto. When a Default or Event of Default is waived, it is deemed cured,
but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.


 


Section
6.5          Control
by Majority. The Holders of a majority in aggregate principal amount of the outstanding Notes may direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee or the Collateral Trustee or of exercising any
trust or power conferred on the Trustee or the Collateral Trustee. However, the Trustee or the Collateral Trustee, as
applicable, may refuse to follow any direction that conflicts with law or this Indenture or the Notes or, subject to Sections 7.1
and 7.2, that the Trustee determines is unduly prejudicial to the rights of other Holders or would involve the Trustee
or Collateral Trustee in personal liability (it being understood that the Trustee has no duty to determine whether any action
is prejudicial to any Holder); provided, however, that the Trustee or Collateral Trustee, as applicable, may
take any other action deemed proper by the Trustee or Collateral Trustee that is not inconsistent with such direction. Prior
to taking any such action hereunder, the Trustee or Collateral Trustee, as applicable, shall be entitled to indemnification
and/or security satisfactory to it against all fees, losses, liabilities and expenses (including attorney’s fees and
expenses) caused by taking or not taking such action. If the Trustee shall have proceeded to enforce any right under this
Indenture, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined
adversely to the Trustee, then and in every such case, the Trustee shall be restored severally and respectively to its former
position and rights hereunder, and all rights, remedies and powers of the Trustee and each Holder shall continue as though no
such proceedings had been taken.


 






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Section
6.6        
Limitation on Suits. Subject to Section 6.7, a Holder may not pursue any remedy with respect to this
Indenture or the Notes unless:


 


(a)          
such Holder has previously given the Trustee written notice that an Event of Default is continuing;


 


(b)            Holders
of at least 30% in aggregate principal amount of the outstanding Notes have requested in writing the Trustee to pursue the remedy;


 


(c)           
such Holders have offered in writing and, if requested, provided to the Trustee security and/or indemnity satisfactory
to the Trustee against any loss, liability or expense;


 


(d)           
the Trustee has not complied with such request within 60 days after the receipt of the written request and the
offer of security and/or indemnity; and


 


(e)           
Holders of a majority in aggregate principal amount of the outstanding Notes have not given the Trustee a written
direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.


 


A Holder may not use
this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder (it being understood
that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial
to such Holders).


 


Section
6.7        
Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture (including, without
limitation, Section 6.6), the contractual right of any Holder to receive payment of interest on the Notes held by such Holder
or to institute suit for the enforcement of any such payment on or with respect to such Holder’s Notes shall not be impaired
or affected without the consent of such Holder (and, for the avoidance of doubt, the amendment, supplement or modification in accordance
with the terms of this Indenture of Articles III and IV and Section 6.1(a)(iii), (iv), (vii) and (viii)
and the related definitions shall be deemed not to impair the contractual right of any Holder to receive payments of principal
of and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any
such payment on or with respect to such Holder’s Note).


 


Section
6.8        
Collection Suit by Trustee. If an Event of Default specified in clauses (i) or (ii) of
Section 6.1(a) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful)
and the amounts provided for in Section 7.6.


 


Section
6.9        
Trustee May File Proofs of Claim. The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders allowed in any judicial proceedings
relative to the Issuer, its Subsidiaries or its or their respective creditors or properties and, unless prohibited by law or applicable
regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such
matter and may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing similar functions,
and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the Trustee and, in the
event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due
it for the compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts
due the Trustee under Section 7.6.


 


No provision of
this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or
to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.


 






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Section
6.10       Priorities.


 


(a)          
Subject to the Collateral Trust Agreement and any Parity Lien Intercreditor Agreement, if the Trustee collects any
money or property pursuant to this Article VI (including upon exercise of remedies with respect to the Collateral), it shall
pay out the money or property in the following order:


 


FIRST: to the Trustee and to
the Collateral Trustee, in each case for amounts due to it under Section 7.6;


 


SECOND: to Holders for amounts
due and unpaid on the Notes for principal of, or premium, if any, and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Notes for principal of, or premium, if any, and interest, respectively; and


 


THIRD: to the Issuer, or to the
extent the Trustee collects any amount for any Guarantor, to such Guarantor.


 


(b)          
The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.10.
At least 15 days before such record date, the Issuer shall send or cause to be sent to each Holder and the Trustee a notice
that states the record date, the payment date and amount to be paid.


 


Section
6.11     Undertaking
for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by the
Issuer, a suit by a Holder pursuant to Section 6.7 or a suit by Holders of more than 20.0% in outstanding aggregate principal
amount of the Notes.


 


Article
VII

TRUSTEE


 


Section
7.1        
Duties of Trustee.


 


(a)           
If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in
it by this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs.


 


(b)           
Except during the continuance of an Event of Default:


 


(i)              the
Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii)           
in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon certificates, opinions or orders furnished to the
Trustee and conforming to the requirements of this Indenture or the Notes, as the case may be. However, in the case of any such
certificates or opinions which by any provisions hereof are specifically required to be furnished to the Trustee, the Trustee shall
examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or the Notes,
as the case may be (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).


 






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(c)            The
Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct,
except that:


 


(i)             
this paragraph does not limit the effect of Section 7.1(b);


 


(ii)            
the Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer unless it is proved
that the Trustee was negligent in ascertaining the pertinent facts;


 


(iii)           
the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 6.5; and


 


(iv)           
No provision of this Indenture or the Notes shall require the Trustee to expend or risk its own funds or otherwise
incur financial liability in the performance of any of its duties hereunder or thereunder or in the exercise of any of its rights
or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it.


 


(d)           
Every provision of this Indenture that in any way relates to the Trustee is subject to clauses (a), (b)
and (c) of this Section 7.1.


 


(e)           
The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing
with the Issuer.


 


(f)           
Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.


 


(g)          
Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section 7.1.


 


Section
7.2        
Rights of Trustee. Subject to Section 7.1:


 


(a)           
The Trustee may conclusively rely on and shall be fully protected in acting or refraining from acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order or other paper or document (whether
in its original or facsimile form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person.
The Trustee need not investigate any fact or matter stated in the document, but the Trustee may make such further inquiry or investigation
into such facts or matter, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled
to examine the books, records and premises of the Issuer during normal business hours, personally or by agent or attorney at the
sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
The Trustee shall receive and retain financial reports and statements of the Company as provided herein, but shall have no duty
to review or analyze such reports or statements to determine compliance with covenants or other obligations of the Issuer. For
the avoidance of doubt, delivery of any information, documents or reports to the Trustee pursuant to this Indenture for informational
purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein
or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate delivered pursuant to Section 3.14 or
otherwise).


 


(b)           
Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and/or an Opinion
of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s
Certificate or Opinion of Counsel.


 


(c)          
The Trustee may execute any of the trusts and powers hereunder or perform any duties hereunder either directly or
by or through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed
with due care by it hereunder.


 






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(d)         
 The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers conferred upon it by this Indenture.


 


(e)           
The Trustee may consult with counsel of its selection, and the advice or opinion of counsel relating to this Indenture
or the Notes shall be full and complete authorization and protection from liability in respect of any action taken, omitted or
suffered by it hereunder or under the Notes in good faith and in accordance with the advice or opinion of such counsel.


 


(f)            
The Trustee shall not be deemed to have notice of any Default or Event of Default or whether any entity or group
of entities constitutes a Significant Subsidiary or any other matter unless a Trust Officer of the Trustee has actual knowledge
thereof or unless written notice of any event which is in fact such a Default or of any such Significant Subsidiary is received
by the Trustee at the Corporate Trust Office of the Trustee specified in Section 3.12, and such notice references the Notes
and this Indenture.


 


(g)          
The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation,
its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder and
under the Security Documents, and to each agent, custodian and other Person employed to act hereunder and under the Security Documents,
including the Collateral Trustee and the First Priority Collateral Agent (as such term is defined in any Junior Lien Intercreditor
Agreement).


 


(h)           
The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or
the Notes at the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders
shall have offered and, if requested, provided to the Trustee security and/or indemnity satisfactory to the Trustee against the
costs, expenses and liabilities which may be incurred therein or thereby.


 


(i)            
The Trustee shall not be deemed to have knowledge of any fact or matter unless such fact or matter is actually known
to a Trust Officer of the Trustee.


 


(j)           
Whenever in the administration of this Indenture or the Notes the Trustee shall deem it desirable that a matter be
proved or established prior to taking, suffering or omitting any action hereunder or thereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of gross negligence or willful misconduct on its part, conclusively rely
upon an Officer’s Certificate.


 


(k)           
The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document,
but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit,
and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine, during business
hours and upon reasonable notice, the books, records and premises of the Issuer and the Restricted Subsidiaries, personally or
by agent or attorney at the sole cost of the Issuer and shall incur no liability or additional liability of any kind by reason
of such inquiry or investigation.


 


(l)            
The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties
hereunder.


 


(m)          
The Trustee may request that the Issuer deliver an Officer’s Certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture or the Notes.


 


(n)            In
no event shall the Trustee be liable to any Person for special, punitive, indirect, consequential or incidental loss or damage
of any kind whatsoever (including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of
such loss or damage.


 


(o)          
Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuer
shall be sufficient if signed by one Officer of the Issuer.


 






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(p)               
 The grant of permissive rights or powers to the Trustee shall not be construed to impose duties to act.


 


(q)               
Notwithstanding any term herein to the contrary, it is hereby expressly agreed and acknowledged that the agreements
set forth herein by the Trustee are made solely in its capacity as the Trustee hereunder, and not in its individual capacity. In
the case of any reference herein to the giving of any consent, approval or direction by the Trustee, which includes for the avoidance
of doubt any provision in respect of the delivery, revocation or rescission of any notice, it is understood in all cases the Trustee
shall only take such action under this Indenture as directed in writing by the Holders in accordance with the terms of this Indenture.


 


(r)                 
Notwithstanding anything else to the contrary herein, whenever reference is made in this Indenture, to any discretionary
action by, consent, designation, specification, requirement or approval of, notice, request or other communication form, or other
direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Trustee or to any election, decision,
opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made
(or not to be made) by the Trustee, it is understood that in all cases the Trustee shall be fully justified in failing or refusing
to take any such action if it shall not have received written instruction, advice or concurrence of the Holders in respect of such
action. The Trustee shall have no liability for any failure or delay in taking any actions contemplated above as a result of a
failure or delay on the part of the Holders to provide such instruction, advice or concurrence.


 


Section
7.3         
Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it
were not Trustee. Any Paying Agent, Registrar, co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Sections 7.9. In addition, the Trustee shall be permitted to engage in transactions with the
Issuer and its Affiliates and Subsidiaries.


 


Section
7.4         
Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture, the Notes or the Security Documents, shall not be accountable for the Issuer’s use
of the proceeds from the sale of the Notes, shall not be responsible for the use or application of any money received by any Paying
Agent other than the Trustee or any money paid to the Issuer pursuant to the terms of this Indenture and shall not be responsible
for any statement of the Issuer in this Indenture, the Security Documents or in any document issued in connection with the sale
of the Notes or in the Notes other than the Trustee’s certificate of authentication.


 


Section
7.5         
Notice of Defaults. The Issuer shall inform the Trustee promptly in writing (but in no event later than thirty
(30) days after such occurrence) of the occurrence of any Default or Event of Default hereunder. If a Default or Event of Default
occurs and is continuing and if a Trust Officer has actual knowledge thereof, the Trustee shall send electronically or by first
class mail to each Holder at the address set forth in the Notes Register notice of the Default or Event of Default within 60 days
after it is actually known to a Trust Officer. Except in the case of a Default or Event of Default in payment of principal of or
interest, if any, on any Note (including payments pursuant to the optional redemption or required repurchase provisions of such
Note), the Trustee may withhold the notice if and so long it in good faith determines that withholding the notice is in the interests
of Holders.


 






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Section
7.6          Compensation
and Indemnity. The Issuer and the Guarantors shall be jointly and severally liable to pay to the Trustee from time to
time compensation for its services hereunder and under the Notes as the Issuer and the Trustee shall from time to time agree
in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made
by it, including, but not limited to, costs of collection, costs of preparing reports, certificates and other documents,
costs of preparation and mailing of notices to Holders. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the agents, counsel, accountants and experts of the Trustee. The Issuer and the Guarantors
shall, jointly and severally, indemnify the Trustee, in each of its capacities under the Indenture, the Collateral Trustee,
and each of their respective directors, officers, employees, agents, successors and assigns, against any and all loss,
liability, damages, claims or expense, including taxes (other than taxes based upon the income of the Trustee) (including
reasonable attorneys’ and agents’ fees and expenses) incurred by it without willful misconduct or gross
negligence, as determined by a final nonappealable order of a court of competent jurisdiction, on its part in connection with
the administration of this trust and the performance of its duties hereunder and under the Notes, including the costs and
expenses of enforcing this Indenture (including this Section 7.6) and the Notes and of defending itself against any
claims (whether asserted by any Holder, the Issuer or otherwise). The Trustee shall notify the Issuer promptly of any claim
for which it may seek indemnity of which it has received written notice. Failure by the Trustee to so notify the Issuer shall
not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the Trustee shall provide
reasonable cooperation at the Issuer’s expense in the defense. The Trustee may have separate counsel and the Issuer and
the Guarantors shall be jointly and severally liable to pay the fees and expenses of such counsel; provided that the
Issuer and the Guarantors shall not be required to pay the fees and expenses of such separate counsel if the Issuer assumes
the Trustee’s defense, unless (i) in the reasonable judgment of the Trustee, there is a conflict of interest or
potential conflict of interest between the Issuer and the Trustee in connection with such defense, (ii) the Issuer has not
retained counsel reasonably satisfactory to the Trustee or (iii) there are defenses available to the Trustee that may
not be asserted by the Company; provided further that, the Company shall be required to pay the reasonable fees and
expenses of such counsel in evaluating such conflict. Any settlement which affects the Trustee may not be entered into
without the consent of the Trustee, unless the Trustee is given a full and unconditional release from liability with respect
to the claims covered thereby and such settlement does not include a statement or admission of fault, culpability or failure
to act by or on behalf of the Trustee. After the Issuer has assumed the defense of the Trustee, the Trustee may settle or
compromise any suit or action without the consent of the Issuer.


 


To secure the Issuer’s
payment obligations in this Section 7.6, the Trustee shall have a lien prior to the Notes on all money or property held
or collected by the Trustee other than money or property held in trust to pay principal of and interest on particular Notes. Such
lien shall survive the satisfaction and discharge of this Indenture. The Trustee’s respective right to receive payment of
any amounts due under this Section 7.6 shall not be subordinate to any other liability or Indebtedness of the Issuer.


 


The Issuer’s
and the Guarantors’ joint and several payment and indemnity obligations pursuant to this Section 7.6 shall survive
the discharge of this Indenture and any resignation or removal of the Trustee under Section 7.7. Without prejudice to any
other rights available to the Trustee under applicable law, when the Trustee incurs fees, expenses or renders services after the
occurrence of a Default specified in clauses (v) and (vi) of Section 6.1(a), the fees and expenses (including the reasonable
fees and expenses of its counsel) are intended to constitute expenses of administration under any Bankruptcy Law.


 


Section
7.7         
Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer in writing not less
than 30 days prior to the effective date of such resignation. The Holders of a majority in aggregate principal amount of the Notes
may remove the Trustee by so notifying the removed Trustee in writing not less than 30 days prior to the effective date of
such removal and may appoint a successor Trustee with the Issuer’s written consent, which consent will not be unreasonably
withheld. The Issuer shall remove the Trustee if:


 


(a)                
the Trustee fails to comply with Section 7.9 hereof;


 


(b)               
the Trustee is adjudged bankrupt or insolvent;


 


(c)                
a receiver or other public officer takes charge of the Trustee or its property; or


 


(d)               
the Trustee otherwise becomes incapable of acting.


 


If the Trustee resigns
or is removed by the Issuer or by the Holders of a majority in principal amount of the Notes and such Holders do not reasonably
promptly appoint a successor Trustee as described in the preceding paragraph, or if a vacancy exists in the Corporate Trust Office
of the Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly
appoint a successor Trustee.


 


A successor
Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall, at the expense of the Issuer, promptly transfer all property held by it as Trustee to
the successor Trustee, subject to the lien provided for in Section 7.6.


 






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If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee or the Holders
of at least 10.0% in aggregate principal amount of the Notes may petition, at the Issuer’s expense, any court of competent
jurisdiction for the appointment of a successor Trustee.


 


If the Trustee fails
to comply with Section 7.9, any Holder, who has been a bona fide holder of a Note for at least six months, may petition
any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.


 


Notwithstanding the
replacement of the Trustee pursuant to this Section 7.7, the Issuer’s obligations under Section 7.6 shall continue
for the benefit of the retiring Trustee. The predecessor Trustee shall have no liability for any action or inaction of any successor
Trustee.


 


Section
7.8         
Successor Trustee by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation or banking association, the resulting, surviving
or transferee corporation without any further act shall be the successor Trustee.


 


In case at the time
such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this
Indenture, any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes
shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; provided that the right to adopt the certificate of authentication
of any predecessor Trustee or authenticate Notes in the name of any predecessor Trustee shall only apply to its successor or successors
by merger, consolidation or conversion.


 


Section
7.9         
Eligibility; Disqualification. This Indenture shall always have a Trustee. The Trustee shall have a combined
capital and surplus of at least $100 million as set forth in its most recent published annual report of condition.


 


Section
7.10       Trustee’s
Application for Instruction from the Issuer. Any application by the Trustee for written instructions from the Issuer may, at
the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture
and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable
for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the
date specified in such application (which date shall not be less than three (3) Business Days after the date any Officer of the
Issuer actually receives such application, unless any such Officer shall have consented in writing to any earlier date) unless
prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.


 


Section
7.11       Security
Documents; Intercreditor Agreements. By their acceptance of the Notes, the Holders hereby authorize and direct the
Trustee and the Collateral Trustee, as the case may be, to execute and deliver the Collateral Trust Agreement, the Parity
Lien Intercreditor Agreement, the Junior Lien Intercreditor Agreement, if any, and any other Security Documents in which the
Trustee or the Collateral Trustee, as applicable, is named as a party, including the Security Agreement and any Security
Documents, including any Junior Lien Intercreditor Agreement or Parity Lien Intercreditor Agreement, executed on or after the
Issue Date. It is hereby expressly acknowledged and agreed that, in doing so, the Trustee and the Collateral Trustee are not
responsible for the terms or contents of such agreements, or for the validity or enforceability thereof, or the sufficiency
thereof for any purpose. Whether or not so expressly stated therein, in entering into, or taking (or forbearing from) any
action under, the Collateral Trust Agreement, the Parity Lien Intercreditor Agreement, the Junior Lien Intercreditor
Agreement, if any, or any other Security Documents, the Trustee and the Collateral Trustee each shall have all of the rights,
privileges, benefits, immunities, indemnities and other protections granted to it under this Indenture (in addition to those
that may be granted to it under the terms of such other agreement or agreements). For the avoidance of doubt, the rights,
privileges, protections, immunities and benefits given to the Collateral Trustee and the Trustee, including, without
limitation, their rights to be indemnified, are extended to, and shall be enforceable by, the First Priority Collateral Agent
in any of its capacities under any Junior Lien Intercreditor Agreement.


 






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Section
7.12       Limitation
on Duty of Trustee in Respect of Collateral; Indemnification.


 


(a)                
Beyond the exercise of reasonable care in the custody thereof, the Trustee and the Collateral Trustee shall have
no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income
thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Trustee shall not
be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office
at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Collateral
Trustee shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral
is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for
any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency
or other agent or bailee selected by the Trustee in good faith.


 


(b)               
The Trustee and Collateral Trustee shall not be responsible for the existence, genuineness or value of any of the
Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired
by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission
constitutes gross negligence or willful misconduct on the part of the Trustee and Collateral Trustee, for the validity or sufficiency
of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuer to the Collateral,
for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the
maintenance of the Collateral (except with respect to certificates delivered to the Collateral Trustee representing securities
pledged under the Security Documents). The Trustee and Collateral Trustee shall have no duty to ascertain or inquire as to the
performance or observance of any of the terms of this Indenture or the Security Documents by the Issuer, any Guarantor or any Junior
Lien Representative.


 


Article
VIII

LEGAL DEFEASANCE AND COVENANT DEFEASANCE


 


Section
8.1         
Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance. The Issuer may, at its option and at
any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with
the conditions set forth below in this Article VIII.


 


Section
8.2         
Legal Defeasance and Discharge. Upon the Issuer’s exercise under Section 8.1 hereof of the option
applicable to this Section 8.2, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions
set forth in Section 8.4 hereof, be deemed to have been discharged from their obligations with respect to all outstanding
Notes (including the Guarantees) and the Security Documents with respect to such Series on the date the conditions set forth below
are satisfied (hereinafter, “Legal Defeasance”). For this purpose,
Legal Defeasance means that the Issuer and the Guarantors will be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes (including the Guarantees), which will thereafter be deemed to be “outstanding” only for the
purposes of Section 8.5 hereof and the other Sections of this Indenture referred to in clauses (a) and (b)
below, and to have satisfied all of their other obligations under the Note Documents (and the Trustee, on written demand of and
at the expense of the Issuer, shall execute such instruments reasonably requested by the Issuer acknowledging the same) and the
Security Documents, and to have cured all then existing Events of Default, except for the following provisions which will survive
until otherwise terminated or discharged hereunder:


 


(a)                
the rights of Holders of Notes issued under this Indenture to receive payments in respect of the principal of, premium,
if any, and interest, if any, on the Notes when such payments are due solely out of the trust referred to in Section 8.4
hereof;


 


(b)               
the Issuer’s obligations with respect to the Notes under Article II concerning issuing temporary Notes,
registration of such Notes, mutilated, destroyed, lost or stolen Notes and Section 3.12 hereof concerning the maintenance
of an office or agency for payment and money for security payments held in trust;


 






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(c)                
 the rights, powers, trusts, duties and immunities of the Trustee and the Issuer’s or Guarantors’ obligations
in connection therewith; and


 


(d)               
this Article VIII with respect to provisions relating to Legal Defeasance.


 


Section
8.3         
Covenant Defeasance. Upon the Issuer’s exercise under Section 8.1 hereof of the option applicable
to this Section 8.3, the Issuer and each of the Guarantors will, subject to the satisfaction of the conditions set forth
in Section 8.4 hereof, be released from each of their obligations under the covenants contained in Section 3.2, 3.3,
3.5, 3.6, 3.7, 3.8, 3.11, 3.10, 3.13, 3.16, 3.16, 3.17 and
Section 4.1 (except Section 4.1(a)(i) and (ii)) hereof with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.4 hereof are satisfied (hereinafter, “Covenant
Defeasance”), and the Notes will thereafter be deemed not “outstanding” for the purposes of any direction,
waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but will
continue to be deemed “outstanding” for all other purposes hereunder. For this purpose, Covenant Defeasance means that,
with respect to the outstanding Notes and Guarantees, the Issuer and the Guarantors may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any
reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.1(a)
hereof, but, except as specified above, the remainder of this Indenture and such Notes and Guarantees will be unaffected thereby.
In addition, upon the Issuer’s exercise under Section 8.1 hereof of the option applicable to this Section 8.3,
subject to the satisfaction of the conditions set forth in Section 8.4 hereof, Sections 6.1(a)(iii) (other than
with respect to Section 4.1(a)(i) and (ii)), 6.1(a)(iv), 6.1(a)(v) (with respect only to a Guarantor
that is a Significant Subsidiary or any group of Guarantors that taken together would constitute a Significant Subsidiary), 6.1(a)(vi)
(with respect only to a Guarantor that is a Significant Subsidiary or any group of Guarantors that taken together would constitute
a Significant Subsidiary), 6.1(a)(vii), 6.1(a)(viii), 6.1(a)(ix) and 6.1(a)(x) hereof shall not constitute
Events of Default.


 


Section
8.4         
Conditions to Legal or Covenant Defeasance. In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.2 or 8.3 hereof:


 


(a)                
the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in Dollars,
U.S. Government Obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized
firm of independent public accountants, to pay the principal of and premium, if any, interest, due on the Notes issued under this
Indenture on the stated maturity date or on the applicable redemption date, as the case may be, and the Issuer must specify whether
such Notes are being defeased to maturity or to a particular redemption date; provided, that upon any redemption that requires
the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that
an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption,
with any deficit as of the date of redemption (any such amount, the “Applicable Premium
Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption. Any Applicable
Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee substantially concurrently with the
deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption;


 


(b)               
in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that, subject to customary assumptions and exclusions;


 


(i)                 
the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling;
or


 


(ii)               
since the issuance of such Notes, there has been a change in the applicable U.S. federal income tax law;


 


in either case to the
effect that, and based thereon such Opinion of Counsel shall confirm that, subject to customary assumptions and exclusions,
the beneficial owners of the Notes, in their capacity as beneficial owners of the Notes, will not recognize income, gain or
loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance
had not occurred;


 






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(iii)             
in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an Opinion of Counsel to the effect
that, subject to customary assumptions and exclusions, the beneficial owners of the Notes will not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income
tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not
occurred;


 


(iv)              
[reserved];


 


(v)               
such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default
under the Credit Facilities or any other material agreement or instrument (other than this Indenture) to which, the Issuer or any
Guarantor is a party or by which the Issuer or any Guarantor is bound;


 


(vi)              
the Issuer shall have delivered to the Trustee an Officer’s Certificate to the effect that the deposit was
not made by the Issuer with the intent of defeating, hindering, delaying, defrauding or preferring any creditors of the Issuer
or any Guarantor; and


 


(vii)            
the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion
of Counsel may be subject to customary assumptions and exclusions) each to the effect that all conditions precedent provided for
or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.


 


Section
8.5         
Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions. Subject
to Section 8.6 hereof, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee
(or other qualifying trustee, collectively for purposes of this Section 8.5, the “Trustee”)
pursuant to Section 8.4 hereof in respect of the outstanding Notes will be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including
the Issuer acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, and interest, but such money need not be segregated from other funds except to the extent
required by law.


 


The Issuer will pay
and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or U.S. Government Obligations
deposited pursuant to Section 8.4 hereof or the principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the outstanding Notes.


 


Notwithstanding anything
in this Article VIII to the contrary, the Trustee will deliver or pay to the Issuer from time to time upon the request of
the Issuer any money or U.S. Government Obligations held by it as provided in Section 8.4 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.4(a) hereof), are in excess of the amount thereof that would
then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.


 


Section
8.6          Repayment
to the Issuer. Any money deposited with the Trustee or any Paying Agent, or then held by the Issuer, in trust for the
payment of the principal of, premium or interest on, any Note and remaining unclaimed for two years after such principal,
premium or interest has become due and payable shall be paid to the Issuer on its written request unless an abandoned
property law designates another Person or (if then held by the Issuer) will be discharged from such trust; and the Holder of
such Note will thereafter be permitted to look only to the Issuer for payment thereof unless an abandoned property law
designates another Person, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Issuer as trustee thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, shall at the expense of the Issuer cause to be published
once, in The New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and
that, after a date specified therein, which will not be less than 30 days from the date of such notification or publication,
any unclaimed balance of such money then remaining will be repaid to the Issuer.


 






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Section
8.7         
Reinstatement. If the Trustee or Paying Agent is unable to apply any money or Dollars or U.S. Government Obligations
in accordance with Section 8.2 or 8.3 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Issuer’s and the Guarantors’
obligations under this Indenture and the Notes and the Guarantees will be revived and reinstated as though no deposit had occurred
pursuant to Section 8.2 or 8.3 hereof until such time as the Trustee or Paying Agent is permitted to apply all such
money in accordance with Section 8.2 or 8.3 hereof, as the case may be; provided, however, that, if
the Issuer make any payment of principal of, premium, or interest on, any Note following the reinstatement of its obligations,
the Issuer will be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


 


Article
IX

AMENDMENTS


 


Section
9.1         
Without Consent of Holders. Notwithstanding Section 9.2 of this Indenture, the Issuer, any Guarantor
(with respect to its Guarantee, this Indenture or the Security Documents), the Trustee and/or the Collateral Trustee may amend,
supplement or modify this Indenture, any Guarantee, the Security Documents and the Notes without the consent of any Holder:


 


(a)                
to cure any ambiguity, omission, mistake, defect, error or inconsistency, conform any provision to any provision
under the heading “Description of Secured Notes” in the Offering Memorandum
or reduce the minimum denomination of the Notes;


 


(b)               
to provide for the assumption by a successor Person of the obligations of the Issuer or a Guarantor under any Note
Document or to comply with Section 4.1;


 


(c)                
to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of
this Indenture relating to the form of the Notes (including related definitions);


 


(d)               
to add or modify the covenants or provide for a Note Guarantee for the benefit of the Holders or to surrender any
right or power conferred upon the Issuer or any Subsidiary;


 


(e)                
to make any change (including changing the CUSIP or other identifying number on any Notes) that would provide any
additional rights or benefits to the Holders or that does not materially and adversely affect the rights of any Holder in any material
respect;


 


(f)                 
at the Issuer’s election, comply with any requirement of the SEC in connection with the qualification of this
Indenture under the Trust Indenture Act, if such qualification is required;


 


(g)               
make such provisions as necessary for the issuance of Additional Notes;


 


(h)               
provide for any Subsidiary to provide a Notes Guarantee in accordance with this Indenture, to add Guarantees with
respect to the Notes, to add security to or for the benefit of the Notes, or to confirm and evidence the release, termination,
discharge or retaking of any Notes Guarantee or Lien with respect to or securing the Notes when such release, termination, discharge
or retaking is provided for under this Indenture;


 


(i)                 
evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee, a successor
Collateral Trustee or successor Paying Agent thereunder pursuant to the requirements hereof or to provide for the accession by
the Trustee to any Note Document;


 






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(j)                 
 secure the Notes and/or the related Guarantees or to add collateral thereto;


 


(k)               
add an obligor or a Guarantor under this Indenture;


 


(l)                 
make any amendment to the provisions of this Indenture relating to the transfer and legending of Notes as permitted
by this Indenture, including to facilitate the issuance and administration of Notes; provided, however, that such amendment
does not materially and adversely affect the rights of Holders to transfer the Notes;


 


(m)              
comply with the rules and procedures of any applicable securities depositary;


 


(n)               
make any amendment to the provisions of this Indenture, the Notes Guarantees and/or the Notes to eliminate the effect
of any Accounting Change or in the application thereof as described in the last paragraph of the definition of “GAAP”;


 


(o)               
to mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee or the Collateral Trustee for the
benefit of the Holders, as additional security for the payment and performance of all or any portion of the Parity Lien Obligations,
in any property or assets, including any which are required to be mortgaged, pledged or hypothecated, or in which a Lien is required
to be granted to or for the benefit of the Trustee or the Collateral Trustee pursuant to this Indenture, any of the Security Documents
or otherwise;


 


(p)               
to add Parity Lien Secured Parties to any Security Documents;


 


(q)               
to enter into the Junior Lien Intercreditor Agreement, the Parity Lien Intercreditor Agreement, or any trust or intercreditor
agreement having substantially similar terms with respect to the Holders as those set forth in the Collateral Trust Agreement,
the Parity Lien Intercreditor Agreement, or the Junior Lien Intercreditor Agreement, taken as a whole, in each case, or any joinder
thereto;


 


(r)                 
in the case of any Security Document, to include therein any legend required to be set forth therein pursuant to
the Collateral Trust Agreement or to modify any such legend as required by the Collateral Trust Agreement; and


 


(s)                
to provide for the succession of any parties to the Security Documents (and other amendments that are administrative
or ministerial in nature) in connection with an amendment, renewal, extension, substitution, refinancing, restructuring, replacement,
supplementing or other modification from time to time of any agreement that is not prohibited by this Indenture.


 


Subject to Section
9.2, upon the request of the Issuer and upon receipt by the Trustee and the Collateral Trustee of the documents described in
Section 9.5 and 13.2 hereof, the Trustee and/or the Collateral Trustee will join with the Issuer and the Guarantors
in the execution of such amended or supplemental indenture, security documents or intercreditor agreements, unless such amended
or supplemental indenture, security documents or intercreditor agreements affects the Trustee’s or Collateral Trustee’s
own rights, duties, liabilities or immunities under this Indenture and the Security Documents or otherwise, in which case the Trustee
or Collateral Trustee, as applicable, may in its discretion, but will not be obligated to, enter into such amended or supplemental
indenture, security documents or intercreditor agreements.


 


Section
9.2          With
Consent of Holders. Except as provided below in this Section 9.2, the Issuer, the Guarantors, the Trustee and the
Collateral Trustee may amend or supplement this Indenture, any Guarantee, the Security Documents and the Notes issued
hereunder with the consent of the Holders of at least a majority in principal amount of all the outstanding Notes issued
under this Indenture, including, without limitation, consents obtained before or after a Change of Control or in connection
with a purchase of, or tender offer or exchange offer for, Notes, and any existing Default or Event of Default (other than a
Default or Event of Default in the payment of the principal of, premium, if any, or interest on the Notes, except a payment
default resulting from an acceleration that has been rescinded) or compliance with any provision of this Indenture, the
Notes, the Guarantees or the Security Documents may be waived with the consent of the Holders of at least a majority in
principal amount of all the outstanding Notes issued under this Indenture (including consents obtained before or after a
Change of Control or in connection with a purchase of or tender offer or exchange offer for Notes). Section 2.11
hereof and Section 13.4 hereof shall determine which Notes are considered to be “outstanding” for the
purposes of this Section 9.2.


 






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Upon the request of
the Issuer, and upon delivery to the Trustee and the Collateral Trustee, as applicable, of evidence of the consent of the Holders
of Notes as aforesaid, and upon receipt by the Trustee and/or the Collateral Trustee of the documents described in Section 9.5
and 13.2 hereof, the Trustee and/or the Collateral Trustee will join with the Issuer and the Guarantors in the execution
of such amended or supplemental indenture, security documents or intercreditor agreements unless such amended or supplemental indenture,
security documents or intercreditor agreements affect the Trustee’s or the Collateral Trustee’s own rights, duties,
liabilities or immunities under this Indenture or otherwise, in which case the Trustee or the Collateral Trustee, as applicable,
may in its discretion, but will not be obligated to, enter into such amended or supplemental indenture, security documents or intercreditor
agreements.


 


Without the consent
of each Holder of Notes affected, an amendment, supplement or waiver may not, with respect to any Notes issued thereunder and held
by a nonconsenting Holder:


 


(a)                
reduce the principal amount of such Notes whose Holders must consent to an amendment;


 


(b)               
reduce the stated rate of or extend the stated time for payment of interest on any such Note (other than provisions
relating to Section 3.5 and Section 3.10);


 


(c)                
reduce the principal of or extend the Stated Maturity of any such Note (other than provisions relating to Section
3.5 and Section 3.10);


 


(d)               
reduce the premium payable upon the redemption of any such Note or change the time at which any such Note may be
redeemed, in each case as set forth in Section 5.6;


 


(e)                
make any such Note payable in currency other than that stated in such Note;


 


(f)                 
impair the right of any Holder to institute suit for the enforcement of any payment of principal of and interest
on such Holder’s Notes on or after the due dates therefor;


 


(g)               
waive a Default or Event of Default with respect to the nonpayment of principal, premium or interest (except pursuant
to a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes
outstanding and a waiver of the payment default that resulted from such acceleration); or


 


(h)               
make any change in the amendment or waiver provisions which require the Holders’ consent described in this
Section 9.2.


 


Notwithstanding the
foregoing, without the consent of the Holders of at least 66-2/3% in aggregate principal amount of the Notes then outstanding,
no amendment or waiver may (A) make any change in any Security Document or the provisions in this Indenture dealing with Collateral
or application of trust proceeds of the Collateral with the effect of releasing the Liens on all or substantially all of the Collateral
which secure the Obligations in respect of the Notes or (B) change or alter the priority of the Liens securing the Obligations
in respect of the Notes in any material portion of the Collateral in any way materially adverse, taken as a whole, to the Holders,
other than, in each case, as provided under the terms of this Indenture or the Security Documents.


 


It shall not be necessary
for the consent of the Holders under this Indenture to approve the particular form of any proposed amendment, supplement or waiver,
but it shall be sufficient if such consent approves the substance thereof. A consent to any amendment, supplement or waiver under
this Indenture by any Holder of the Notes given in connection with a tender or exchange of such Holder’s Notes will not be
rendered invalid by such tender or exchange.


 






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Section
9.3         
Revocation and Effect of Consents and Waivers. Until an amendment, supplement or waiver becomes effective,
a consent to it by a Holder of a Note is a continuing consent by the Holder of a Note and every subsequent Holder of a Note or
portion of a Note that evidences the same debt as the consenting Holder’s Note, even if notation of the consent or waiver
is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent or waiver as
to such Holder’s Note or portion of its Note if the Trustee receives written notice of revocation before the date the amendment,
supplement or waiver becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.


 


The Issuer may, but
shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their consent or take
any other action described in this Section 9.3 or required or permitted to be taken pursuant to this Indenture. If a record
date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only those Persons, shall be entitled to give such consent or to revoke any consent previously
given or to take any such action, whether or not such Persons continue to be Holders after such record date. No such consent shall
be valid or effective for more than 120 days after such record date.


 


Section
9.4         
Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement
or waiver on any Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Issuer Order, authenticate new Notes that reflect the amendment, supplement or waiver.


 


Failure to make the
appropriate notation or issue a new Note will not affect the validity and effect of such amendment, supplement or waiver.


 


Section
9.5         
Trustee to Sign Amendments. The Trustee and the Collateral Trustee shall sign any amended or supplemental
indenture, security documents or intercreditor agreements authorized pursuant to this Article IX if the amendment or supplement
does not adversely affect the rights, duties, liabilities or immunities of the Trustee or the Collateral Trustee, as applicable.
In executing any amended or supplemental indenture, the Trustee will be entitled to receive and (subject to Sections 7.1
and 7.2 hereof) shall be fully protected in conclusively relying upon, in addition to the documents required by Section
13.2 hereof, an Officer’s Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental
indenture or security documents or intercreditor agreements is authorized or permitted by this Indenture and is valid, binding
and enforceable against the Issuer or any Guarantor, as the case may be, in accordance with its terms.


 


Article
X

GUARANTEE


 


Section
10.1       Guarantee.
Subject to the provisions of this Article X, each Guarantor that executes this Indenture or a supplemental indenture hereto
will fully, unconditionally and irrevocably guarantee, as primary obligor and not merely as surety, jointly and severally with
each other Guarantor, to each Holder, the Trustee and the Collateral Trustee the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the principal of, premium, if any, and interest on the Notes and all
other obligations and liabilities of the Issuer under this Indenture (including without limitation interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the
Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding
and the obligations under Section 7.6), (all the foregoing being hereinafter collectively called the “Guaranteed
Obligations”). Each Guarantor agrees that the Guaranteed Obligations will rank equally in right of payment with
other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the Guaranteed Obligations,
in which case the obligations of the Guarantors under the Guarantees will rank senior in right of payment to such other Indebtedness.


 


To evidence its Guarantee
set forth in this Section 10.1, each Guarantor hereby agrees that this Indenture or a supplemental indenture shall be executed
on behalf of such Guarantor by an Officer of such Guarantor.


 






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Each Guarantor hereby
agrees that its Guarantee set forth in this Section 10.1 shall remain in full force and effect notwithstanding the absence
of the endorsement of any notation of such Guarantee on the Notes.


 


If an Officer whose
signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Guarantee shall
be valid nevertheless.


 


Each Guarantor further
agrees (to the extent permitted by law) that the Guaranteed Obligations may be extended or renewed, in whole or in part, without
notice or further assent from it, and that it will remain bound under this Article X notwithstanding any extension or renewal
of any Guaranteed Obligation.


 


Each Guarantor waives
presentation to, demand of payment from and protest to the Issuer of any of the Guaranteed Obligations and also waives notice of
protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations.


 


Each Guarantor further
agrees that its Guarantee herein constitutes a Guarantee of payment when due (and not a Guarantee of collection) and waives any
right to require that any resort be had by any Holder to any security held for payment of the Guaranteed Obligations.


 


Except as set forth
in Section 10.2, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment
or termination for any reason (other than payment of the Guaranteed Obligations in full), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination
whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting
the generality of the foregoing, the Guaranteed Obligations of each Guarantor herein shall not be discharged or impaired or otherwise
affected by (a) the failure of any Holder to assert any claim or demand or to enforce any right or remedy against the Issuer
or any other person under this Indenture, the Notes or any other agreement or otherwise; (b) any extension or renewal of any
thereof; (c) any rescission, waiver, amendment or modification of any of the terms or provisions of this Indenture, the Notes
or any other agreement; (d) the release of any security held by any Holder for the Guaranteed Obligations; (e) the failure
of any Holder to exercise any right or remedy against any other Guarantor; (f) any change in the ownership of the Issuer;
(g) any default, failure or delay, willful or otherwise, in the performance of the Guaranteed Obligations; or (h) any
other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the
risk of any Guarantor or would otherwise operate as a discharge of such Guarantor as a matter of law or equity.


 


Each Guarantor agrees
that its Guarantee herein shall remain in full force and effect until payment in full of all the Guaranteed Obligations or such
Guarantor is released from its Guarantee in compliance with Section 10.2, Article VIII or Article XI. Each
Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any
time payment, or any part thereof, of principal of, premium, if any, interest on any of the Guaranteed Obligations is rescinded
or must otherwise be restored by any Holder upon the bankruptcy or reorganization of the Issuer or otherwise.


 


In furtherance of the
foregoing and not in limitation of any other right which any Holder has at law or in equity against any Guarantor by virtue hereof,
upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, whether at maturity,
by acceleration, by redemption or otherwise, each Guarantor hereby promises to and will, upon receipt of written demand by the
Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee on behalf of the Holders an amount equal to
the sum of (i) the unpaid amount of such Guaranteed Obligations then due and owing and (ii) accrued and unpaid interest
on such Guaranteed Obligations then due and owing (but only to the extent not prohibited by law) (including interest accruing after
the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the
Issuer or any Guarantor whether or not a claim for post-filing or post-petition interest is allowed in such proceeding).


 


Each Guarantor
further agrees that, as between such Guarantor, on the one hand, and the Holders, on the other hand, (x) the maturity of
the Guaranteed Obligations guaranteed hereby may be accelerated as provided in this Indenture for the purposes of its
Guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the
Guaranteed Obligations guaranteed hereby and (y) in the event of any such declaration of acceleration of such Guaranteed
Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the
Guarantor for the purposes of this Guarantee.


 






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Each Guarantor also
agrees to pay any and all fees, costs and expenses (including attorneys’ fees and expenses) incurred by the Trustee, the
Collateral Trustee or the Holders in enforcing any rights under this Section 10.1.


 


Section
10.2       Limitation
on Liability; Termination, Release and Discharge.


 


(a)                
Any term or provision of this Indenture to the contrary notwithstanding, the obligations of each Guarantor hereunder
will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor
and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations
of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations
of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal, foreign, state
or provincial law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally.


 


(b)               
Any Note Guarantee of a Guarantor shall be automatically and unconditionally released and discharged upon:


 


(i)                 
a sale, exchange, transfer or other disposition (including by way of merger, amalgamation, consolidation, dividend
distribution or otherwise) of the Capital Stock of such Guarantor or the sale, exchange, transfer or other disposition of all or
substantially all the assets of the Guarantor to a Person other than to the Company or a Restricted Subsidiary, in each case as
otherwise permitted by this Indenture;


 


(ii)               
the designation in accordance with this Indenture of any Subsidiary of the Unsecured Guarantor as an Unrestricted
Subsidiary or the occurrence of any event after which a Subsidiary of the Unsecured Guarantor is no longer a Restricted Subsidiary;


 


(iii)             
in the case of a Secured Guarantee by any Subsidiary of Propco, the occurrence of any event after which the applicable
Secured Guarantor is no longer a Subsidiary of Propco;


 


(iv)              
defeasance or discharge of the Notes pursuant to Article VIII or Article XI;


 


(v)               
in the case of an Unsecured Guarantee by a Subsidiary of the Unsecured Guarantor as a result of its guarantee of
other Indebtedness of the Unsecured Guarantor pursuant to Section 3.7, such Subsidiary of the Company being (or being substantially
concurrently) released or discharged from all of its guarantee of the relevant other Indebtedness, except a release as a result
of payment under such guarantee of such other Indebtedness (it being understood that a release subject to a contingent reinstatement
is still considered a release);


 


(vi)              
upon the merger, amalgamation or consolidation of any Unsecured Guarantor with and into the Company or another Guarantor,
or any Secured Guarantor with and into another Secured Guarantor, or upon the liquidation of any such Guarantor, in each case,
in compliance with the applicable provisions of this Indenture,


 


(vii)            
in the case of any Notes Guarantee (other than the Unsecured Guarantee by the Unsecured Guarantor or any Secured
Guarantee), upon the achievement of Investment Grade Status by the Notes; and


 


(viii)          
as described in Article IX.


 






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Section
10.3       Right
of Contribution. Each Guarantor hereby agrees that to the extent that any Guarantor shall have paid more than its
proportionate share of any payment made on the obligations under the Guarantees, such Guarantor shall be entitled to seek and
receive contribution from and against the Issuer or any other Guarantor who has not paid its proportionate share of such
payment. The provisions of this Section 10.3 shall in no respect limit the obligations and liabilities of each
Guarantor to the Trustee and the Holders and each Guarantor shall remain liable to the Trustee and the Holders for the full
amount guaranteed by such Guarantor hereunder.


 


Section
10.4       No
Subrogation. Notwithstanding any payment or payments made by each Guarantor hereunder, no Guarantor shall be entitled to be
subrogated to any of the rights of the Trustee or any Holder against the Issuer or any other Guarantor or any collateral security
or guarantee or right of offset held by the Trustee or any Holder for the payment of the Guaranteed Obligations, nor shall any
Guarantor seek or be entitled to seek any contribution or reimbursement from the Issuer or any other Guarantor in respect of payments
made by such Guarantor hereunder, until all amounts owing to the Trustee and the Holders by the Issuer on account of the Guaranteed
Obligations are paid in full. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time when
all of the Guaranteed Obligations shall not have been paid in full, such amount shall be held by such Guarantor in trust for the
Trustee and the Holders, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be
turned over to the Trustee in the exact form received by such Guarantor (duly indorsed by such Guarantor to the Trustee, if required),
to be applied against the Guaranteed Obligations.


 


Article
XI

SATISFACTION AND DISCHARGE


 


Section
11.1       Satisfaction
and Discharge. This Indenture will be discharged and will cease to be of further effect as to all Notes issued hereunder, when:


 


(a)                
either:


 


(i)                 
all Notes that have been authenticated and delivered, except lost, stolen or destroyed Notes that have been replaced
or paid and Notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation;
or


 


(ii)               
all such Notes not theretofore delivered to the Trustee for cancellation (A) have become due and payable by
reason of the making of a notice of redemption or otherwise or (B) will become due and payable within one year at their Stated
Maturity or (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee, in the name, and at the expense of the Issuer;


 


(b)               
the Issuer has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for
the benefit of the Holders, cash in Dollars, U.S. Government Obligations, or a combination thereof, in such amounts as will
be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on such Notes
not previously delivered to the Trustee for cancellation, for principal, premium, if any, and interest to the date of deposit (in
the case of Notes that have become due and payable), or to the Stated Maturity or redemption date, as the case may be; provided
that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for
purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated
as of the date of the notice of redemption, as calculated by the Company or on behalf of the Company by such Person as the Company
shall designate, with any Applicable Premium Deficit only required to be deposited with the Trustee on or prior to the date of
redemption, and any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee substantially
concurrently with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied
toward such redemption;


 


(c)                
[reserved];


 


(d)               
the Issuer has paid or caused to be paid all sums payable by the Issuer under this Indenture; and


 






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(e)                
 the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money in Dollars toward
the payment of such Notes issued hereunder at maturity or the redemption date, as the case may be.


 


In addition, the Issuer
shall deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.


 


Notwithstanding the
satisfaction and discharge of this Indenture, the Issuer’s obligations to the Trustee in Section 7.6 hereof and, if
money in Dollars has been deposited with the Trustee pursuant to clause (a)(ii) of this Section 11.1, the provisions
of Sections 11.2 and 8.6 hereof will survive.


 


Section
11.2       Application
of Trust Money. Subject to the provisions of Section 8.6 hereof, all money in Dollars or U.S. Government Obligations
deposited with the Trustee pursuant to Section 11.1 hereof shall be held in trust and applied by it, in accordance with
the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Issuer
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium) and
interest for whose payment such money in Dollars or U.S. Government Obligations has been deposited with the Trustee; but such money
in Dollars or U.S. Government Obligations need not be segregated from other funds except to the extent required by law.


 


If the Trustee or Paying
Agent is unable to apply any money or U.S. Government Obligations in accordance with Section 11.1 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, the Issuer’s and any Guarantor’s obligations under this Indenture and the Notes shall
be revived and reinstated as though no deposit had occurred pursuant to Section 11.1 hereof; provided that if the
Issuer have made any payment of principal of, premium or interest on, any Notes because of the reinstatement of its obligations,
the Issuer shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or U.S. Government
Obligations held by the Trustee or Paying Agent.


 


Article
XII

COLLATERAL


 


Section
12.1       Security
Documents.


 


(a)                 The
due and punctual payment of the principal of, premium and interest on the Notes when and as the same shall be due and
payable, whether on an Interest Payment Date, at maturity, by acceleration, repurchase, redemption or otherwise, and interest
on the overdue principal of, premium and interest on the Notes and performance of all other Obligations of the Issuer and the
Guarantors to the Holders, the Trustee or the Collateral Trustee under this Indenture, the Notes, the Note Guarantees and the
Security Documents, according to the terms hereunder or thereunder, shall be secured as provided in the Security Documents,
which define the terms of the Liens that secure First Lien Notes Obligations, subject to the terms of the Collateral Trust
Agreement and the Parity Lien Intercreditor Agreement. The Trustee, the Issuer and the Guarantors hereby acknowledge and
agree that the Collateral Trustee holds the Collateral in trust for the benefit of the Holders, the Trustee and the
Collateral Trustee (and the holders of Parity Lien Obligations as provided therein) and pursuant to the terms of the Security
Documents. Each Holder, by accepting a Note, consents and agrees to the terms of the Security Documents (including the
provisions providing for the possession, use, release and foreclosure of Collateral), each as may be in effect or may be
amended from time to time in accordance with their terms and this Indenture, and authorizes and directs Trustee and the
Collateral Trustee to enter into the Security Documents (including the Collateral Trust Agreement) and the Access and Use
Rights Agreement on the Issue Date, the Security Documents (including the Parity Lien Intercreditor Agreement or Junior Lien
Intercreditor Agreement, if any), at any time after the Issue Date, if applicable, and to perform its obligations and
exercise its rights thereunder in accordance therewith. The Issuer shall deliver to the Collateral Trustee copies of all
documents required to be filed pursuant to the Security Documents, and will do or cause to be done all such acts and things
as may be reasonably required by the next sentence of this Section 12.1 to assure and confirm to the Collateral
Trustee the security interest in the Collateral contemplated hereby, by the Security Documents or any part thereof, as from
time to time constituted, so as to render the same available for the security and benefit of this Indenture and of the Notes
secured hereby, according to the intent and purposes herein expressed. On or following the Issue Date and subject to the
Collateral Trust Agreement, the Issuer and the Guarantors shall execute, file or cause the filing of any and all further
documents, financing statements (including continuation statements and amendments to financing statements), agreements and
instruments, and take all further action that may be required under applicable law in order to grant, preserve, maintain,
protect and perfect (or continue the perfection of) the validity and priority of the Liens and security interests created or
intended to be created by the Security Documents in the Collateral. For the avoidance of doubt, subject to the Collateral
Trust Agreement, the Trustee, in each of its capacities hereunder, including as Collateral Trustee, shall have no obligation
to file or cause the filing of any and all further documents, financing statements (including continuation statements and
amendments to financing statements), agreements and instruments, or take any further action that may be required under
applicable law in order to grant, preserve, maintain, protect and perfect (or continue the perfection of) the validity and
priority of the Liens and security interests created or intended to be created by this Indenture and/or the Security
Documents in the Collateral.


 






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(b)               
Notwithstanding anything to the contrary herein, Propco shall not be required to deliver mortgages on the Issue Date
with respect to Real Property Collateral owned at such time, in which case it shall use commercially reasonable efforts to cause
first-priority mortgages or deeds of trust in favor of the Collateral Trustee to be delivered and recorded with respect to the
Real Property Collateral and to obtain title insurance policies insuring the first-priority mortgages on the properties comprising
the Real Property Collateral in accordance with the Security Documents, in each case subject to the Permitted Liens, as promptly
as reasonably practicable and in any case within 120 days following the Issue Date, as such date will be extended without further
action by any Person to the extent any such actions are not or cannot be completed within such timeframe as a result of the occurrence
of the COVID-19 pandemic (including, without limitation, as a result of any notary services being unavailable or recording offices
not being open) after the use of commercially reasonable efforts to do so without undue burden or expense or risk to human health.


 


Section
12.2       Release
of Collateral.


 


(a)                
Collateral may be released from the Lien and security interest created by the Security Documents at any time and
from time to time in accordance with the provisions of the Security Documents and this Indenture, including, but not limited to,
Section 7 of the Collateral Trust Agreement.


 


(b)               
The Collateral Trustee’s Parity Liens upon the Collateral shall automatically and unconditionally be released,
and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Trustee’s Parity
Liens on the Collateral will terminate and be discharged:


 


(i)                 
upon satisfaction and discharge of the Indenture as set forth in Article XI;


 


(ii)               
upon a Legal Defeasance or Covenant Defeasance under this Indenture as described in Section 8.2 and Section
8.3 hereof;


 


(iii)             
upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding,
due and payable under this Indenture at the time the Notes are paid in full and discharged;


 


(iv)              
in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with the
provisions described in Article IX;


 


(v)               
in part, upon the disposition of any property or assets (other than any disposition among Secured Guarantors), in
connection with a disposition by the relevant Secured Guarantor to consummate a disposition of such property or assets to the extent
not prohibited under, and subject to compliance with the provisions of Section 3.5;


 


(vi)              
in part, upon the release of a Secured Guarantor from its Guarantee with respect to the Notes in accordance with
this Indenture, the release of the property and assets of such Guarantor; or


 






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(vii)            
 in part, as to any property that is or becomes Excluded Property (as defined in the Security Agreement) pursuant
to a transaction permitted by this Indenture.


 


(c)                
With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions
precedent under this Indenture and the Security Documents, if any, to such release have been met and that it is permitted for the
Trustee and/or Collateral Trustee to execute and deliver the documents requested by the Issuer in connection with such release
and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer, the Trustee and the Collateral
Trustee shall, execute, deliver or acknowledge (at the Issuer’s expense) such documents, instruments or releases to evidence
the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents and shall do or cause
to be done (at the Issuer’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably
practicable. Neither the Trustee nor the Collateral Trustee shall be liable for any such release undertaken in reliance upon any
such Officer’s Certificate, and notwithstanding any term hereof or in any Security Document to the contrary, the Trustee
and the Collateral Trustee shall not be under any obligation to release any such Lien and security interest, or execute and deliver
any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate, upon
which it shall be entitled to conclusively rely.


 


Section
12.3       Suits
to Protect the Collateral.


 


Subject to the provisions
of Article VIII and the Security Documents, the Trustee may or may direct the Collateral Trustee to take all actions it
determines in order to:


 


(a)                
enforce any of the terms of the Security Documents; and


 


(b)               
collect and receive any and all amounts payable in respect of the Obligations hereunder.


 


Subject to the provisions
of the Security Documents, the Trustee and the Collateral Trustee shall have the power to institute and to maintain such suits
and proceedings as the Trustee or the Collateral Trustee may determine to prevent any impairment of the Collateral by any acts
which may be unlawful or in violation of any of the Security Documents or this Indenture, and such suits and proceedings as the
Trustee or the Collateral Trustee may determine to preserve or protect its interests and the interests of the Holders in the Collateral.
Nothing in this Section 12.3 shall be considered to impose any such duty or obligation to act on the part of the Trustee
or the Collateral Trustee.


 


Section
12.4       Authorization
of Receipt of Funds by the Trustee Under the Security Documents.


 


Subject to the provisions
of the Collateral Trust Agreement and the Parity Lien Intercreditor Agreement, the Trustee is authorized to receive any funds for
the benefit of the Holders distributed under the Security Documents, and to make further distributions of such funds to the Holders
according to the provisions of this Indenture.


 


Section
12.5       Purchaser
Protected.


 


In no event shall any
purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Collateral
Trustee or the Trustee to execute the applicable release or to inquire as to the satisfaction of any conditions required by the
provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser
or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article XII
to be sold be under any obligation to ascertain or inquire into the authority of the Issuer or the applicable Guarantor to make
any such sale or other transfer.


 


Section
12.6       Powers
Exercisable by Receiver or Trustee.


 


In case the
Collateral shall be in the possession of a receiver or trustee, lawfully appointed, the powers conferred in this Article
XII upon the Issuer or a Secured Guarantor with respect to the release, sale or other disposition of such property may be
exercised by such receiver or trustee, and an instrument signed by such receiver or trustee shall be deemed the equivalent of
any similar instrument of the Issuer or a Secured Guarantor or of any Officer or Officers thereof required by the provisions
of this Article XII; and if the Trustee or the Collateral Trustee shall be in the possession of the Collateral under
any provision of this Indenture, then such powers may be exercised by the Trustee or the Collateral Trustee.


 






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Section
12.7       Collateral
Trustee  


 


(a)                
The Issuer and each of the Holders, by acceptance of the Notes, hereby designates and appoints the Collateral Trustee
as its agent under this Indenture and the Security Documents (as applicable), and the Issuer and each of the Holders, by acceptance
of the Notes, hereby irrevocably authorizes the Collateral Trustee to take such action on its behalf under the provisions of this
Indenture and the Security Documents (as applicable), and to exercise such powers and perform such duties as are expressly delegated
to the Collateral Trustee by the terms of this Indenture and the Security Documents (as applicable), and consents and agrees to
the terms of each Security Document, as the same may be in effect or may be amended, restated, supplemented or otherwise modified
from time to time in accordance with their respective terms. The Collateral Trustee agrees to act as such on the express conditions
contained in this Section 12.7. Each Holder agrees that any action taken by the Collateral Trustee in accordance with the
provisions of this Indenture and the Security Documents (as applicable), and the exercise by the Collateral Trustee of any rights
or remedies set forth herein and therein shall be authorized and binding upon all Holders. Notwithstanding any provision to the
contrary contained elsewhere in this Indenture and the Security Documents (as applicable), the duties of the Collateral Trustee
shall be ministerial and administrative in nature, and the Collateral Trustee shall not have any duties or responsibilities, except
those expressly set forth herein and in the Security Documents to which the Collateral Trustee is a party, nor shall the Collateral
Trustee have or be deemed to have any trust or other fiduciary relationship with the Trustee, any Holder or any Grantor (as defined
in the Security Agreement), and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Indenture and the Security Documents or otherwise exist against the Collateral Trustee. Without limiting the generality
of the foregoing sentence, the use of the term “agent” in this Indenture with reference to the Collateral Trustee is
not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable
law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.


 


(b)               
The Collateral Trustee may perform any of its duties under this Indenture or the Security Documents by or through
receivers, agents, employees, attorneys-in-fact or with respect to any specified Person, such Person’s Affiliates, and the
respective officers, directors, employees, agents, advisors and attorneys-in-fact of such Person and its Affiliates (a “Related
Person”), and shall be entitled to advice of counsel concerning all matters pertaining to such duties, and shall
be entitled to act upon, and shall be fully protected in taking action in reliance upon any advice or opinion given by legal counsel.
The Collateral Trustee shall not be responsible for the negligence or misconduct of any receiver, agent, employee, attorney-in-fact
or Related Person that it selects as long as such selection was made in good faith and with due care. The exculpatory provisions
of this Article XII shall apply to any such sub-agent and to the affiliates of the Collateral Trustee and any such sub-agent.


 


(c)                
The Collateral Trustee shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution,
notice, consent, certificate, affidavit, letter, telegram, facsimile, certification, telephone message, statement, or other communication,
document or conversation (including those by telephone or e-mail) believed by it to be genuine and correct and to have been signed,
sent, or made by the proper Person or Persons, and upon advice and statements of legal counsel (including, without limitation,
counsel to the Issuer or any Grantor), independent accountants and other experts and advisors selected by the Collateral Trustee.
The Collateral Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document.
The Collateral Trustee shall be fully justified in failing or refusing to take any action under this Indenture or the Security
Documents, unless it shall first receive such advice or concurrence of the Trustee or the Holders of a majority in aggregate principal
amount of the Notes as it determines and, if it so requests, it shall first be indemnified to its satisfaction by the Holders against
any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Collateral
Trustee shall in all cases be fully protected in acting, or in refraining from acting, under this Indenture or the Security Documents
in accordance with a request, direction, instruction or consent of the Trustee or the Holders of a majority in aggregate principal
amount of the then outstanding Notes and such request and any action taken or failure to act pursuant thereto shall be binding
upon all of the Holders.


 






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(d)               
 The Collateral Trustee shall not be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default, unless a Trust Officer of the Collateral Trustee shall have received written notice from the Trustee or the Issuer
referring to this Indenture, describing such Default or Event of Default and stating that such notice is a “notice of default”
and such notice references the Notes, the Issuer and this Indenture. The Collateral Trustee shall take such action with respect
to such Default or Event of Default as may be requested by the Trustee in accordance with Article VI or the Holders of a
majority in aggregate principal amount of the Notes (subject to this Section 12.7).


 


(e)                
The Collateral Trustee may resign at any time by 30 days’ written notice to the Trustee and the Issuer, such
resignation to be effective upon the acceptance of a successor agent to its appointment as Collateral Trustee. If the Collateral
Trustee resigns under this Indenture, the Issuer shall appoint a successor collateral agent. If no successor collateral agent is
appointed prior to the intended effective date of the resignation of the Collateral Trustee (as stated in the notice of resignation),
the Trustee, at the written direction of the Holders of a majority of the aggregate principal amount of the Notes then outstanding,
may appoint a successor collateral agent, subject to the consent of the Issuer (which consent shall not be unreasonably withheld
and which shall not be required during a continuing Event of Default). If no successor collateral agent is appointed and consented
to by the Issuer pursuant to the preceding sentence within thirty (30) days after the intended effective date of resignation (as
stated in the notice of resignation) the Collateral Trustee shall be entitled to petition a court of competent jurisdiction to
appoint a successor. Upon the acceptance of its appointment as successor collateral agent hereunder, such successor collateral
agent shall succeed to all the rights, powers and duties of the retiring Collateral Trustee, and the term “Collateral
Trustee” shall mean such successor collateral agent, and the retiring Collateral Trustee’s appointment,
powers and duties as the Collateral Trustee shall be terminated. After the retiring Collateral Trustee’s resignation hereunder,
the provisions of this Section 12.7 (and Section 7.6 hereof) shall continue to inure to its benefit and the retiring
Collateral Trustee shall not by reason of such resignation be deemed to be released from liability as to any actions taken or omitted
to be taken by it while it was the Collateral Trustee under this Indenture. Any removal or resignation of the Trustee shall not
become effective until the acceptance of appointment by the successor Trustee; provided, however, that, in the event that
the Trustee has resigned in accordance with this Indenture, and no successor trustee shall have been appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction, at the Company’s sole costs and expense, for the appointment of a successor indenture trustee.


 


(f)                 
U.S. Bank National Association shall initially act as Collateral Trustee and shall be authorized to appoint co-Collateral
Trustees as necessary in its sole discretion. Except as otherwise explicitly provided herein or in the Security Documents neither
the Collateral Trustee nor any of its respective officers, directors, employees or agents or other Related Persons shall be liable
for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation
to sell or otherwise dispose of any Collateral upon the request of any other Person or to take any other action whatsoever with
regard to the Collateral or any part thereof. The Collateral Trustee shall be accountable only for amounts that it actually receives
as a result of the exercise of such powers, and neither the Collateral Trustee nor any of its officers, directors, employees or
agents shall be responsible for any act or failure to act hereunder, except for its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction by a final and non-appealable judgment.


 


(g)               
The Collateral Trustee is authorized and directed to (i) enter into the Security Documents to which it is party,
whether executed on or after the Issue Date, (ii) enter into the Collateral Trust Agreement on the Issue Date, (iii) enter into
the Junior Lien Intercreditor Agreement, if any, after the Issue Date, (iv) enter into the Parity Lien Intercreditor Agreement,
if any, after the Issue Date, (v) make the representations of the Holders set forth in the Security Documents, (vi) bind the Holders
on the terms as set forth in the Security Documents and (vii) perform and observe its obligations under the Security Documents.


 


(h)               
If at any time or times the Trustee shall receive (i) by payment, foreclosure, set-off or otherwise, any proceeds
of Collateral or any payments with respect to the Obligations arising under, or relating to, this Indenture, except for any such
proceeds or payments received by the Trustee from the Collateral Trustee pursuant to the terms of this Indenture, or (ii) payments
from the Collateral Trustee in excess of the amount required to be paid to the Trustee pursuant to Article VI, the Trustee
shall promptly turn the same over to the Collateral Trustee, in kind, and with such endorsements as may be required to negotiate
the same to the Collateral Trustee such proceeds to be applied by the Collateral Trustee pursuant to the terms of this Indenture
and the Security Documents.


 






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(i)                 
 The Collateral Trustee is each Holder’s agent for the purpose of perfecting the Holders’ security interest
in assets which, in accordance with Article 9 of the Uniform Commercial Code, can be perfected only by possession. Should the Trustee
obtain possession of any such Collateral, upon a written request from the Issuer, the Trustee shall notify the Collateral Trustee
thereof and promptly shall deliver such Collateral to the Collateral Trustee or otherwise deal with such Collateral in accordance
with the Collateral Trustee’s instructions.


 


(j)                 
The Collateral Trustee shall have no obligation whatsoever to the Trustee or any of the Holders to assure that the
Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral
Trustee’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are
entitled to any particular priority, or to determine whether all or the Grantor’s property constituting Collateral intended
to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered,
as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all
or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities,
and powers granted or available to the Collateral Trustee pursuant to this Indenture or any Security Document, other than pursuant
to the instructions of the Holders of a majority in aggregate principal amount of the Notes or as otherwise provided in the Security
Documents.


 


(k)               
If the Issuer or any Guarantor (i) incurs any obligations in respect of Parity Lien Obligations or Junior Lien Obligations
at any time when no applicable intercreditor agreement is in effect or at any time when Indebtedness constituting Parity Lien Obligations
or Junior Lien Obligations entitled to the benefit of an existing Collateral Trust Agreement, Parity Lien Intercreditor Agreement
or Junior Lien Intercreditor Agreement is concurrently retired, and (ii) delivers to the Trustee and the Collateral Trustee an
Officer’s Certificate so stating and requesting the Trustee and Collateral Trustee, if applicable, to enter into an intercreditor
agreement (on substantially the same terms as the applicable Collateral Trust Agreement, Parity Lien Intercreditor Agreement or
Junior Lien Intercreditor Agreement) in favor of a designated agent or representative for the holders of the Parity Lien Obligations
or Junior Lien Obligations so incurred, together with an Opinion of Counsel, the Collateral Trustee and Trustee, if applicable,
shall (and is hereby authorized and directed to) enter into such intercreditor agreement (at the sole expense and cost of the Issuer,
including legal fees and expenses of the Trustee and Collateral Trustee), bind the Holders on the terms set forth therein and perform
and observe its obligations thereunder; provided that neither an Officer’s Certificate nor an Opinion of Counsel shall be
required in connection with the Collateral Trust Agreement to be entered into by the Collateral Trustee and Trustee on the Issue
Date.


 


(l)                 
No provision of this Indenture or any Security Document shall require the Collateral Trustee (or the Trustee) to
expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder
or to take or omit to take any action hereunder or thereunder or take any action at the request or direction of Holders (or the
Trustee in the case of the Collateral Trustee ) unless it shall have received indemnity and/or security satisfactory to the Collateral
Trustee and the Trustee against potential costs and liabilities incurred by the Collateral Trustee relating thereto. Notwithstanding
anything to the contrary contained in this Indenture or the Security Documents, in the event the Collateral Trustee is entitled
or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral,
the Collateral Trustee shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies
of any property under the mortgages or take any such other action if the Collateral Trustee has determined that the Collateral
Trustee may incur personal liability as a result of the presence at, or release on or from, the Collateral or such property, of
any hazardous substances. The Collateral Trustee shall at any time be entitled to cease taking any action described in this clause
(m) if it no longer reasonably deems any indemnity, security or undertaking from the Issuer or the Holders to be sufficient.


 


(m)               The
Collateral Trustee (i) shall not be liable for any action taken or omitted to be taken by it in connection with this
Indenture and the Security Documents or instrument referred to herein or therein, except to the extent that any of the
foregoing are found by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from its own
gross negligence or willful misconduct, (ii) shall not be liable for interest on any money received by it except as the
Collateral Trustee may agree in writing with the Issuer (and money held in trust by the Collateral Trustee need not be
segregated from other funds except to the extent required by law) and (iii) may consult with counsel of its selection and the
advice or opinion of such counsel as to matters of law shall be full and complete authorization and protection from liability
in respect of any action taken, omitted or suffered by it in good faith and in accordance with the advice or opinion of such
counsel. The grant of permissive rights or powers to the Collateral Trustee shall not be construed to impose duties to
act.


 






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(n)               
Neither the Collateral Trustee nor the Trustee shall be liable for delays or failures in performance resulting from
acts beyond its control. Such acts shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics,
governmental regulations superimposed after the fact, fire, communication line failures, computer viruses, power failures, earthquakes
or other disasters. Neither the Collateral Trustee nor the Trustee shall be liable for any indirect, special, punitive, incidental
or consequential damages (included but not limited to lost profits) whatsoever, even if it has been informed of the likelihood
thereof and regardless of the form of action.


 


(o)               
The Collateral Trustee does not assume any responsibility for any failure or delay in performance or any breach by
the Issuer or any Grantor under this Indenture and the Security Documents. The Collateral Trustee shall not be responsible to the
Holders or any other Person for any recitals, statements, information, representations or warranties contained in this Indenture
or the Security Documents or in any certificate, report, statement, or other document referred to or provided for in, or received
by the Collateral Trustee under or in connection with, this Indenture or any Security Document; the execution, validity, genuineness,
effectiveness or enforceability of the Collateral Trust Agreement, the Parity Lien Intercreditor Agreement, if any, the Junior
Lien Intercreditor Agreement, if any, and any other Security Documents of any other party thereto; the genuineness, enforceability,
collectability, value, sufficiency, location or existence of any Collateral, or the validity, effectiveness, enforceability, sufficiency,
extent, perfection or priority of any Lien therein; the validity, enforceability or collectability of any Obligations; the assets,
liabilities, financial condition, results of operations, business, creditworthiness or legal status of any obligor; or for any
failure of any obligor to perform its Obligations under this Indenture and the Security Documents or for the performance or observance
of any covenants, agreements or other terms and conditions set forth under this Indenture and the Security Documents. The Collateral
Trustee shall have no obligation to any Holder or any other Person to ascertain or inquire into the existence of any Default or
Event of Default, the observance or performance by any obligor of any terms of this Indenture and the Security Documents, or the
satisfaction of any conditions precedent contained in this Indenture and any Security Documents. The Collateral Trustee shall not
be required to initiate or conduct any litigation or collection or other proceeding under this Indenture and the Security Documents
unless expressly set forth hereunder or thereunder. The Collateral Trustee shall have the right at any time to seek instructions
from the Holders with respect to the administration of this Indenture and the Security Documents.


 


(p)                The
parties hereto and the Holders hereby agree and acknowledge that neither the Collateral Trustee nor the Trustee shall assume,
be responsible for or otherwise be obligated for any liabilities, claims, causes of action, suits, losses, allegations,
requests, demands, penalties, fines, settlements, damages (including foreseeable and unforeseeable), judgments, expenses and
costs (including but not limited to, any remediation, corrective action, response, removal or remedial action, or
investigation, operations and maintenance or monitoring costs, for personal injury or property damages, real or personal) of
any kind whatsoever, pursuant to any environmental law as a result of this Indenture or the Security Documents or any actions
taken pursuant hereto or thereto. Further, the parties hereto and the Holders hereby agree and acknowledge that in the
exercise of its rights under this Indenture and the Security Documents, the Collateral Trustee may hold or obtain indicia of
ownership primarily to protect the security interest of the Collateral Trustee in the Collateral and that any such actions
taken by the Collateral Trustee shall not be construed as or otherwise constitute any participation in the management of such
Collateral. In the event that the Collateral Trustee or the Trustee is required to acquire title to an asset for any reason,
or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the
benefit of another, which in either of the Collateral Trustee or the Trustee’s sole discretion may cause the Collateral
Trustee or the Trustee, as applicable, to be considered an “owner or operator” under the provisions of the
Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”),
42 U.S.C. §9601, et seq., or otherwise cause the Collateral Trustee or the Trustee to incur liability under CERCLA or
any other federal, state or local law, each of the Collateral Trustee and the Trustee reserves the right, instead of taking
such action, to either resign as the Collateral Trustee or the Trustee or arrange for the transfer of the title or control of
the asset to a court-appointed receiver. Neither the Collateral Trustee nor the Trustee shall be liable to the Issuer, the
Guarantors or any other Person for any environmental claims or contribution actions under any federal, state or local law,
rule or regulation by reason of either of the Collateral Trustee’s or the Trustee’s actions and conduct as
authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous
materials into the environment. If at any time it is necessary or advisable for property to be possessed, owned, operated or
managed by any Person (including the Collateral Trustee or the Trustee) other than the Issuer or the Guarantors, Holders of a
majority in aggregate principal amount of the then outstanding Notes shall direct the Collateral Trustee or the Trustee to
appoint an appropriately qualified Person (excluding the Collateral Trustee or the Trustee) who they shall designate to
possess, own, operate or manage, as the case may be, the property.


 






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(q)               
Upon the receipt by the Collateral Trustee of a written request of the Issuer signed by an Officer (a “Security
Document Order”), the Collateral Trustee is hereby authorized to execute and enter into, and shall execute and
enter into, without the further consent of any Holder or the Trustee, any Security Document or amendment or supplement thereto
to be executed after the Issue Date; provided that the Collateral Trustee shall not be required to execute or enter into any such
Security Document which, in the Collateral Trustee’s reasonable opinion is reasonably likely to adversely affect the rights,
duties, liabilities or immunities of the Collateral Trustee or that the Collateral Trustee determines is reasonably likely to involve
the Collateral Trustee in personal liability. Such Security Document Order shall (i) state that it is being delivered to the Collateral
Trustee pursuant to, and is a Security Document Order referred to in, this Section 12.7(q), and (ii) instruct the Collateral
Trustee to execute and enter into such Security Document. Other than as set forth in this Indenture, any such execution of a Security
Document shall be at the direction and expense of the Issuer, upon delivery to the Collateral Trustee of an Officer’s Certificate
and Opinion of Counsel stating that all conditions precedent to the execution and delivery of the Security Document have been satisfied.
The Holders, by their acceptance of the Notes, hereby authorize and direct the Collateral Trustee to execute such Security Documents
(subject to the first sentence of this Section 12.7(q)).


 


(r)                 
Subject to the provisions of the applicable Security Documents, each Holder, by acceptance of the Notes, agrees that
the Collateral Trustee shall execute and deliver the Security Documents to which it is a party and all agreements, documents and
instruments incidental thereto, and act in accordance with the terms thereof. For the avoidance of doubt, except as discretionary
rights expressly authorized hereunder or under any applicable Security Document, the Collateral Trustee shall have no discretion
under this Indenture or the Security Documents and shall not be required to make or give any determination, consent, approval,
request or direction without the written direction of the Holders of a majority in aggregate principal amount of the then outstanding
Notes or the Trustee, as applicable. Each Holder, by acceptance of the Notes, authorizes and directs the Trustee to execute and
deliver the Collateral Trust Agreement, in its capacity as Authorized Representative (as defined therein) and all agreements, documents
and instruments incidental thereto, and act in accordance with the terms thereof.


 


(s)                
After the occurrence and continuance of an Event of Default, the Trustee, acting at the direction of the Holders
of a majority of the aggregate principal amount of the Notes then outstanding, may direct the Collateral Trustee in connection
with any action required or permitted by this Indenture or the Security Documents.


 


(t)                 
The Collateral Trustee is authorized to receive any funds for the benefit of itself, the Trustee and the Holders
distributed under the Security Documents and to the extent not prohibited under the Collateral Trust Agreement, the Parity Lien
Intercreditor Agreement, if any, or the Junior Lien Intercreditor Agreement, if any, for turnover to the Trustee to make further
distributions of such funds to itself, the Trustee and the Holders in accordance with the provisions of Section 6.10 and
the other provisions of this Indenture.


 


(u)               
In each case that the Collateral Trustee may or is required hereunder or under any Security Document to take any
action (an “Action”), including without limitation to make any determination,
to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under
any Security Document, the Collateral Trustee may seek direction from the Holders of a majority in aggregate principal amount of
the then outstanding Notes. The Collateral Trustee shall not be liable with respect to any Action taken or omitted to be taken
by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes.
If the Collateral Trustee shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding
Notes with respect to any Action, the Collateral Trustee shall be entitled to refrain from such Action unless and until the Collateral
Trustee shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes,
and the Collateral Trustee shall not incur liability to any Person by reason of so refraining.


 






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(v)               
 Notwithstanding anything to the contrary in this Indenture or in any Security Document in no event shall the Collateral
Trustee or the Trustee be responsible for, or have any duty or obligation with respect to, the recording, filing, registering,
perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Security
Documents (including without limitation the filing or continuation of any UCC financing or continuation statements or similar documents
or instruments), nor shall the Collateral Trustee or the Trustee be responsible for, and neither the Collateral Trustee nor the
Trustee makes any representation regarding, the validity, effectiveness or priority of any of the Security Documents or the security
interests or Liens intended to be created thereby.


 


(w)              
Before the Collateral Trustee acts or refrains from acting in each case at the written request or direction of the
Issuer or the Guarantors, other than as set forth in this Indenture, it may require an Officer’s Certificate and an Opinion
of Counsel, which shall conform to the provisions of this Section 12.7 and Section 13.2 hereof. The Collateral Trustee
shall not be liable for any action it takes or omits to take in good faith in reliance on such certificate or opinion.


 


(x)               
Notwithstanding anything to the contrary contained herein, the Collateral Trustee shall act pursuant to the instructions
of the Holders and the Trustee with respect to the Security Documents and the Collateral.


 


(y)               
The rights, privileges, benefits, immunities, indemnities and other protections given to the Trustee are extended
to, and shall be enforceable by, the Collateral Trustee as if the Collateral Trustee were named as the Trustee herein and the Security
Documents were named as this Indenture herein. The Collateral Trustee shall be entitled to compensation, reimbursement and indemnity
as set forth in Section 7.6, as if references therein to Trustee were references to Collateral Trustee.


 


(z)                
None of the Collateral Trustee or any of its respective officers, directors, employees, agents, advisors and attorneys-in-fact
and its affiliates shall be liable for any action taken or omitted to be taken by any of them under or in connection with this
Indenture and/or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined
by a court of competent jurisdiction by a final and non-appealable judgment) or under or in connection with this Indenture and/or
any Security Document, and/or the transactions contemplated thereby (except for its own gross negligence or willful misconduct
as determined by a court of competent jurisdiction by a final and non-appealable judgment), or be responsible in any manner to
any of the Trustee or any Holder for any recital, statement, representation, warranty, covenant or agreement made by the Issuer
or any Guarantor or affiliate of the Issuer or any Guarantor, or any officer or respective director, employee, agent, advisor and/or
attorney-in-fact and/or affiliate thereof, contained in this Indenture, the Security Documents and/or in any certificate, report,
statement or other document referred to or provided for in, or received by the Collateral Trustee under or in connection with,
this Indenture and/or the Security Documents or the validity, effectiveness, genuineness, enforceability or sufficiency of this
Indenture and/or the Security Documents or for any failure of any Issuer or any other party to this Indenture and/or the Security
Documents to perform its obligations hereunder and/or thereunder. None of the Collateral Trustee or any of its respective officers,
directors, employees, agents, advisors and attorneys-in-fact and its affiliates shall be under any obligation to the Trustee or
any Holder to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions
of, this Indenture or the Security Documents, if any, or to inspect the properties, books or records of the Issuer, any Guarantor
or any of the Issuer’s Affiliates.


 


(aa)             
Notwithstanding any term herein to the contrary, it is hereby expressly agreed and acknowledged that the agreements
set forth herein by the Collateral Trustee are made solely in its capacity as the Collateral Trustee hereunder, and not in its
individual capacity. In the case of any reference herein to the giving of any consent, approval or direction by the Collateral
Trustee, which includes for the avoidance of doubt any provision in respect of the delivery, revocation or rescission of any notice,
it is understood in all cases that the Collateral Trustee shall only take such action under this Indenture and any Security Document
as directed in writing by the Holders in accordance with the terms of this Indenture and the applicable Security Document.


 






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(bb)             Notwithstanding
anything else to the contrary herein, whenever reference is made in this Indenture to any discretionary action by consent,
designation, specification, requirement or approval of, notice, request or other communication form, or other direction given
or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Trustee or to any election,
decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or
remedies to be made (or not to be made) by the Collateral Trustee, it is understood that in all cases the Collateral Trustee
shall be fully justified in failing or refusing to take any such action if it shall not have received written instruction,
advice or concurrence of the Holders in respect of such action. The Collateral Trustee shall have no liability for any
failure or delay in taking any actions contemplated above as a result of a failure or delay on the part of the Holders to
provide such instruction, advice or concurrence.


 


Section
12.8       Disposition
of Collateral; Collateral Proceeds Account.


 


(a)       Propco
and its Subsidiaries shall deposit in a segregated cash collateral account under the control of the Collateral Trustee (the “Collateral
Proceeds Account”):


 


(1)       net
cash proceeds from any sale, lease, transfer or other disposition (or series of related sales, leases, transfers or dispositions)
of Collateral (other than net cash proceeds from payments contemplated by the Master Lease) having an aggregate fair market value
of more than $10.0 million;


 


(2)       any
net cash proceeds in excess of $10.0 million of any Collateral taken by eminent domain, expropriation or other similar governmental
taking; and


 


(3)       net
cash proceeds in excess of $10.0 million of insurance upon any part of the Collateral.


 


(b)       Cash
in the Collateral Proceeds Account may only be invested in Cash Equivalents that are denominated in Dollars and pursuant to clauses (1),
(2), (3), (4), (6), (7) or (13) of the definition thereof. The Collateral Trustee shall have a perfected security interest
in and control of such account for the benefit of the Trustee, the Holders and, to the extent applicable, the holders of other
Parity Lien Obligations in accordance with the Security Agreement. Proceeds of the account may only be released to the Propco or
its Subsidiaries for use as permitted by Section 3.5. Neither the Propco nor any of its Subsidiaries will be required to
deposit any proceeds to the extent that the Company furnishes the Collateral Trustee and the Trustee with an Officer’s Certificate
certifying that it has invested an amount in compliance with such clauses equal to, or in excess of, the amount of such proceeds
in anticipation of receipt of such funds.


 


(c)       Propco
and its Subsidiaries shall comply with the requirements of this Section 12.8 with respect to dispositions of Collateral
before they may use the money in the Collateral Proceeds Account.


 


Section
12.9       Insurance.


 


(a)        The
Company and each of the Secured Guarantors will do or cause to be done all acts and things that may be required, or that the Collateral
Trustee from time to time may reasonably request, to assure and confirm that the Collateral Trustee holds, for the benefit of the
Parity Lien Secured Parties, duly created and enforceable and perfected Liens upon the Collateral (including any property or assets
that are acquired or otherwise become, or are required by any Parity Lien Debt Document to become, Collateral after the Notes are
issued), in each case, as contemplated by, and with the Lien priority required under, the Parity Lien Debt Documents.


 


(b)       Upon
the reasonable request of the Collateral Trustee or any Parity Lien Representative at any time and from time to time, the Company
and each of the Secured Guarantors will promptly execute, acknowledge and deliver such Security Documents, instruments, certificates,
notices and other documents, and take such other actions as may be reasonably required, or that the Collateral Trustee may reasonably
request, to create, perfect, protect, assure or enforce the Liens and benefits intended to be conferred, in each case as contemplated
by the Parity Lien Debt Documents for the benefit of the Parity Lien Secured Parties.


 


(c)        The
Secured Guarantors will:


 


		(1)	keep (or cause to be kept) the Real Property Collateral adequately insured at all times, as determined
in good faith by Propco;



 






    -120-


     


    

 


		(2)	maintain (or cause to be maintained) such other insurance, to such extent and against such risks
(and with such deductibles, retentions and exclusions), including fire and other risks insured against by extended coverage and
coverage for acts of terrorism, as is customary with companies in the same or similar businesses operating in the same or similar
locations, including public liability insurance against claims for personal injury or death or property damage occurring upon,
in, about or in connection with the use of any Real Property Collateral owned, occupied or controlled by them, as determined in
good faith by Propco;



 


		(3)	maintain (or cause to be maintained) such other insurance as may be required by law;



 


		(4)	at their sole cost and expense, cause to be delivered to the Collateral Trustee title insurance
on all Real Property Collateral insuring the Collateral Trustee’s Lien on that property, subject only to exceptions to title
approved by the Collateral Trustee; and



 


		(5)	maintain (or cause to be maintained) such other insurance as may be required by the Security Documents.



 


The Secured Guarantors
will furnish to the Collateral Trustee full information as to their property and liability insurance carriers. The Collateral Trustee,
for the benefit of the Holders of Parity Lien Obligations as a class, will be named as additional insureds, with a waiver of subrogation,
on all liability insurance policies of the Secured Guarantors and the Collateral Trustee will be named as loss payee, with 30 days’
notice of cancellation or material change, on all property and casualty insurance policies of the Secured Guarantors.


 


 


 


Article
XIII

MISCELLANEOUS


 


Section
13.1       Notices.
Any notice, request, direction, consent or communication made pursuant to the provisions of this Indenture or the Notes shall be
in writing and delivered in person, sent by facsimile, sent by electronic mail in pdf format, delivered by commercial courier service
or mailed by first-class mail, postage prepaid, addressed as follows:


 


if to the Issuer or
to any Guarantor:


 


Macy’s, Inc.


151 West 34th Street


New York, New York 10001


Attention: Chief Financial Officer


Attention: Secretary


 


with a copy to:


 


Kirkland & Ellis LLP


601 Lexington Ave

New York, New York 10022

Attention: Joshua Korff, Esq.

                 Tim Cruickshank, Esq.

Facsimile: (212) 446-4900


 


and


 


Jones Day


901 Lakeside Avenue

Cleveland, Ohio 44114

Attention: Michael J. Solecki, Esq.

Facsimile: (216) 579-0212


 


 



    -121-


     


    




 


if to the Trustee and the Collateral
Trustee, at its Corporate Trust Office, which corporate trust office for purposes of Section 13.1 is at the date hereof
located at:


 


U.S. Bank National Association,
as Trustee


Global Corporate Trust


1 Federal St, Boston, Massachusetts
02110


Attn: Macy’s, Inc. – Carolina
D. Altomare


 


The Issuer, the Trustee
or the Collateral Trustee, by written notice to the others, may designate additional or different addresses for subsequent notices
or communications.


 


Any notice or communication
to the Issuer or the Guarantors shall be deemed to have been given or made as of the date so delivered if personally delivered
or if delivered electronically, in pdf format; when receipt is acknowledged, if telecopied; and seven (7) calendar days after mailing
if sent by registered or certified mail, postage prepaid (except that a notice of change of address shall not be deemed to have
been given until actually received by the addressee). Any notice or communication to the Trustee or Collateral Trustee shall be
deemed delivered upon receipt.


 


Any notice or communication
sent to a Holder shall be electronically delivered or mailed to the Holder at the Holder’s address as it appears in the Notes
Register and shall be sufficiently given if so sent within the time prescribed.


 


Failure to mail or
deliver electronically a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect
to other Holders. If a notice or communication is sent in the manner provided above, it is duly given, whether or not the addressee
receives it, except that notices to the Trustee shall be effective only upon receipt.


 


Notwithstanding any
other provision of this Indenture or any Note, where this Indenture or any Note provides for notice of any event (including any
notice of redemption or purchase) to a Holder of a Global Note (whether by mail or otherwise), such notice shall be sufficiently
given if given to DTC (or its designee) pursuant to the standing instructions from DTC or its designee.


 


Section
13.2       Certificate
and Opinion as to Conditions Precedent.


 


Other than with respect
to the entry into this Indenture and any applicable Security Documents and the issuance of the Notes, in each case on the Issue
Date, upon any request or application by the Issuer or any of the Guarantors to the Trustee and/or the Collateral Trustee to take
or refrain from taking any action under this Indenture, the Issuer or such Guarantor, as the case may be, shall furnish to the
Trustee or, if such action relates to a Security Document, the Collateral Trustee:


 


(a)                
an Officer’s Certificate in form satisfactory to the Trustee or the Collateral Trustee, as applicable, (which
shall include the statements set forth in Section 13.3 hereof) stating that, in the opinion of the signers, all conditions
precedent, if any, provided for in this Indenture relating to the proposed action have been satisfied; and


 


(b)               
an Opinion of Counsel in form satisfactory to the Trustee or the Collateral Trustee, as applicable, (which shall
include the statements set forth in Section 13.3 hereof) stating that, in the opinion of such counsel, all such conditions
precedent have been satisfied and all covenants have been complied with.


 






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Section
13.3       Statements
Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a covenant or condition provided
for in this Indenture:


 


(a)                
a statement that the individual making such certificate or opinion has read such covenant or condition;


 


(b)               
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;


 


(c)                
a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary
to enable such individual to express an informed opinion as to whether or not such covenant or condition has been complied with;
and


 


(d)               
a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied
with.


 


In giving such Opinion
of Counsel, counsel may rely as to factual matters on an Officer’s Certificate or on certificates of public officials.


 


Section
13.4       When
Notes Disregarded. In determining whether the Holders of the required aggregate principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuer, any Guarantor or any Affiliate of them shall be disregarded and deemed
not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes which a Trust Officer of the Trustee actually knows are so owned shall be so disregarded.
Also, subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.


 


Section
13.5       Rules
by Trustee, Paying Agent and Registrar. The Trustee may make reasonable rules for action by, or at meetings of, Holders. The
Registrar and the Paying Agent may make reasonable rules for their functions.


 


Section
13.6       Legal
Holidays. A “Legal Holiday” is a Saturday, a Sunday or other day
on which commercial banking institutions are authorized or required to be closed in New York, New York or the jurisdiction of the
place of payment. If a payment date or a Redemption Date is a Legal Holiday, payment shall be made on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening period. If a regular record date is a Legal Holiday, the
record date shall not be affected.


 


Section
13.7       Governing
Law. THIS INDENTURE, THE NOTES AND THE GUARANTEES AND THE RIGHTS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 


Section
13.8       Jurisdiction.
The Issuer and the Guarantors agree that any suit, action or proceeding against the Issuer or any Guarantor brought by any Holder,
the Trustee or the Collateral Trustee arising out of or based upon this Indenture, the Guarantee or the Notes may be instituted
in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each
of them irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The Issuer
and the Guarantors irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding
that may be brought in connection with this Indenture, the Guarantee or the Notes, including such actions, suits or proceedings
relating to securities laws of the United States of America or any state thereof, in such courts whether on the grounds of venue,
residence or domicile or on the ground that any such suit, action or proceeding has been brought in an inconvenient forum. The
Issuer and the Guarantors agree that final judgment in any such suit, action or proceeding brought in such court shall be conclusive
and binding upon the Issuer or the Guarantors, as the case may be, and may be enforced in any court to the jurisdiction of which
the Issuer or the Guarantors, as the case may be, are subject by a suit upon such judgment.


 






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Section
13.9       Waivers
of Jury Trial. EACH OF THE ISSUER, THE GUARANTORS, THE COLLATERAL TRUSTEE AND THE TRUSTEE HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE GUARANTEES AND FOR ANY COUNTERCLAIM THEREIN.


 


Section
13.10   USA PATRIOT Act.
The parties hereto acknowledge that in accordance with Section 326 of the USA PATRIOT Act, the Trustee and the Collateral
Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required
to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens
an account. The parties to this Indenture agree that they will provide the Trustee and the Collateral Trustee with such information
as it may request in order to satisfy the requirements of the USA PATRIOT Act.


 


Section
13.11   No Recourse Against
Others. No director, officer, employee, incorporator or shareholder of the Issuer or any of its respective Subsidiaries or
Affiliates, or such (other than the Issuer and the Guarantors), shall have any liability for any obligations of the Issuer or the
Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations
or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws
and it is the view of the SEC that such a waiver is against public policy.


 


Section
13.12   Successors. All
agreements of the Issuer and each Guarantor in this Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee and the Collateral Trustee in this Indenture shall bind their respective successors.


 


Section
13.13   Multiple Originals.
The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. The words “execution,” signed,” “signature” and words of like import in this
Indenture or in any other certificate, agreement or document related to this Indenture shall include images of manually executed
signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf,” “tif”
or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).  The use of
electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent,
communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually
executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the
Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and
any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the
UCC.


 


Section
13.14   Table of Contents;
Headings. The table of contents, cross-reference table and headings of the Articles and Sections of this Indenture have
been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict
any of the terms or provisions hereof.


 


Section
13.15   Force Majeure.
In no event shall the Trustee or the Collateral Trustee be responsible or liable for any failure or delay in the performance of
its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services,
it being understood that the Trustee and Collateral Trustee shall use reasonable best efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable under the circumstances.


 


Section
13.16   Severability.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 






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Section
13.17   Waiver of
Immunities. To the extent that the Issuer or any Guarantor or any of its properties, assets or revenues may have or may
hereafter become entitled to, or have attributed to them, any right of immunity, on the grounds of sovereignty, from any
legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any court, from service of process,
from attachment upon or prior to judgment, or from attachment in aid of execution of judgment, or from execution of judgment,
or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction
in which proceedings may at any time be commenced, with respect to their obligations, liabilities or any other matter under
or arising out of or in connection with this Indenture, the Notes or the Note Guarantees, the Issuer and each Guarantor
hereby irrevocably and unconditionally, to the extent permitted by applicable law, waives and agrees not to plead or claim
any such immunity and consents to such relief and enforcement.


 


Section
13.18   Judgment Currency.
The Issuer and each Guarantor agrees to indemnify the recipient against any loss incurred by such recipient as a result of any
judgment or order being given or made against the Issuer or any Guarantor for any amount due hereunder and such judgment or order
being expressed and paid in a currency (the “Judgment Currency”) other
than Dollars and as a result of any variation as between (i) the rate of exchange at which the Dollar amount is converted into
the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange in The City of New York at which
such party on the date of payment of such judgment or order is able to purchase Dollars with the amount of the Judgment Currency
actually received by such party if such party had utilized such amount of Judgment Currency to purchase Dollars as promptly as
practicable upon such party’s receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation
of the Issuer and each Guarantor and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid.
The term “rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase
of, or conversion into, the relevant currency.


 


Section
13.19   Collateral Trust Agreements
and Intercreditor Agreements. Reference is made to the Collateral Trust Agreement, Parity Lien Intercreditor Agreement, if
any, and Junior Lien Intercreditor Agreement, if any. Each Holder, by its acceptance of a Note, (a) agrees that it will be bound
by and will take no actions contrary to the provisions of the Collateral Trust Agreement, Parity Lien Intercreditor Agreement,
if any, and Junior Lien Intercreditor Agreement, if any, and (b) authorizes and instructs the Trustee and the Collateral Trustee
to enter into the Collateral Trust Agreement, Parity Lien Intercreditor Agreement, if any, and Junior Lien Intercreditor Agreement,
if any, as Trustee and as Collateral Trustee, as the case may be, and on behalf of such Holder, including without limitation, making
the representations of the Holders contained therein.


 


[Signature on following pages]


 






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IN WITNESS WHEREOF,
the parties have caused this Indenture to be duly executed all as of the date and year first written above.


 


	 	MACY’S, INC.
	 	 
	 	By:	/s/ Elisa D.Garcia
	 	Name:	Elisa D.Garcia
	 	Title:	Executive Vice President,  Chief Legal Officer and Secretary




 


	 	MACY’S RETAIL HOLDINGS, LLC
	 	MACY’S PROPCO HOLDINGS, LLC
	 	MACY’S STATE STREET, LLC
	 	MACY’S BROOKLYN, LLC
	 	MACY’S USQ, LLC
	 	MACY’S LOGISTICS, LLC
	 	MACY’S MALL REAL ESTATE, LLC
	 	BLOOMINGDALES REAL ESTATE, LLC
	 	 
	 	By:	/s/ Elisa D.Garcia
	 	Name:	Elisa D. Garcia
	 	Title:	President



  


[Signature page
to this indenture]


 



    


     


    




  


	 	US BANK NATIONAL ASSOCIATION,
 as Trustee and Collateral Trustee
	 	 
	 	By:	/s/ Carolina D. Altomare
	 	Name:	Carolina D. Altomare
	 	Title:	Vice President 




  


[Signature page
to this indenture]


 









    


     


    

 



 


EXHIBIT A


 


[FORM OF FACE OF GLOBAL RESTRICTED NOTE]


[Applicable Restricted Notes Legend]

[Depository Legend, if applicable]

[OID Legend, if applicable]



  


	No. [___]	Principal Amount $[___________] [as revised by 

    the Schedule of Increases and Decreases in Global Note attached hereto]1

    CUSIP NO. _________________________




 


MACY’S, INC.


 


8.375% Senior Secured Notes due 2025


 


Macy’s, Inc.,
a Delaware corporation (the “Issuer”), promises to pay to [Cede &
Co.],2 or its registered assigns,
the principal sum of _______________ U. S. dollars, [as revised by the Schedule of Increases and Decreases in Global Note attached
hereto],3 on June 15, 2025.


 


Interest Payment Dates:
June 15 and December 15, commencing on December 15, 2020


 


Record Dates: June
1 and December 1


 


Additional provisions
of this Note are set forth on the other side of this Note.


 





 



1             Insert in Global Notes only.


 


2             Insert in Global Notes only.


 


3             Insert in Global Notes only.


 






    A-1 


     


    

 





IN WITNESS WHEREOF, the Issuer has caused
this instrument to be duly executed.


 


	 	MACY’S, INC.
	 	 
	 	By:	     
	 	 	Name:
	 	 	Title:




 






    A-2 


     


    

 





TRUSTEE CERTIFICATE OF AUTHENTICATION


 


This Note is one of
the 8.375% Senior Secured Notes due 2025 referred to in the within-mentioned Indenture.


 


	 	U.S. BANK NATIONAL ASSOCIATION,

    as Trustee
	 	 
	 	By:	 
	 	 	Authorized Signatory




 


	Dated:	      	 




 






    A-3 


     


    

 





[FORM OF REVERSE SIDE OF NOTE]

MACY’S, INC.

8.375% SENIOR SECURED NOTES DUE 2025


 


Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the Indenture.


 


1.       Interest


 


The Issuer promises
to pay interest on the principal amount of this Note at 8.375% per annum from June 8, 2020 until maturity. The Issuer will pay
interest semi-annually in arrears every June 15 and December 15 of each year, or if any such day is not a Business Day, on the
next succeeding Business Day (each, an “Interest Payment Date”). Interest
on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the
date of issuance; provided, that the first Interest Payment Date shall be December 15, 2020. The Issuer shall pay interest
on overdue principal at the rate specified herein, and it shall pay interest (including post-petition interest in any proceeding
under any Bankruptcy Law) on overdue installments of interest (without regard to any applicable grace period) at the same rate
to the extent lawful. Interest on the Notes will be computed on the basis of a 360-day year comprised of twelve 30-day
months.


 


2.       Method
of Payment


 


By no later than 11:00 a.m.
(New York City time) on the date on which any principal of, premium, if any, or interest, on any Note is due and payable, the Issuer
shall deposit with the Paying Agent a sum sufficient in immediately available funds to pay such principal, premium, interest when
due. Interest on any Note which is payable, and is timely paid or duly provided for, on any Interest Payment Date shall be paid
to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the preceding
June 1 and December 1 at the office or agency of the Issuer maintained for such purpose pursuant to Section 2.3 of the Indenture.
The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of Paying Agent or Registrar
designated by the Issuer maintained for such purpose (which shall initially be the Corporate Trust Office of the Trustee maintained
for such purpose), or at such other office or agency of the Issuer as may be maintained for such purpose pursuant to Section
2.3 of the Indenture; provided, however, that, at the option of the Paying Agent, each installment of interest
may be paid by (i) check mailed to addresses of the Persons entitled thereto as such addresses shall appear on the Notes Register
or (ii) wire transfer to an account located in the United States maintained by the payee, subject to the third to the last
sentence of this paragraph. Payments in respect of Notes represented by a Global Note (including principal, premium, if any, and
interest) will be made by wire transfer of immediately available funds to the accounts specified by The Depository Trust Company
or any successor depository. Payments in respect of Notes represented by Definitive Notes (including principal, premium, if any,
and interest) held by a Holder of at least $1,000,000 aggregate principal amount of Notes represented by Definitive Notes will
be made in accordance with the Notes Register, or by wire transfer to a Dollar account maintained by the payee with a bank in the
United States if such Holder elects payment by wire transfer by giving written notice to the Trustee or the Paying Agent to such
effect designating such account no later than 15 days immediately preceding the relevant due date for payment (or such other
date as the Trustee may accept in its discretion). If an Interest Payment Date or a Redemption Date is a Legal Holiday, payment
shall be made on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.
If a regular record date is a Legal Holiday, the record date shall not be affected.


 


3.       Paying
Agent and Registrar


 


The Issuer initially
appoints U.S. Bank National Association (the “Trustee”) as Registrar
and Paying Agent for the Notes. The Issuer may change any Registrar or Paying Agent without prior notice to the Holders. The Issuer
or any Guarantor may act as Paying Agent, Registrar or transfer agent.


 






    A-4 


     


    

 


4.       Indenture


 


The Issuer issued
the Notes under an Indenture dated as of June 8, 2020, among the Issuer, the guarantors party thereto from time to time, the
Trustee and the Collateral Trustee (as it may be further amended or supplemented from time to time in accordance with the
terms thereof, the “Indenture”). The terms of the Notes include
those stated in the Indenture. The Notes are subject to all terms and provisions of the Indenture, and Holders are referred
to the Indenture for a statement of those terms. In the event of a conflict between the terms of the Notes and the terms of
the Indenture, the terms of the Indenture shall control.


 


The Notes are senior
secured obligations of the Issuer. The aggregate principal amount of Notes that may be authenticated and delivered under the Indenture
is unlimited. This Note is one of the 8.375% Senior Secured Notes due 2025 referred to in the Indenture. The Notes include (i) $1,300,000,000
principal amount of the Issuer’s 8.375% Senior Secured Notes due 2025 issued under the Indenture on June 8, 2020 (the “Initial
Notes”) and (ii) if and when issued, additional Notes that may be issued from time to time under the Indenture
subsequent to June 8, 2020 (the “Additional Notes”) as provided in
Section 2.1(a) of the Indenture. The Initial Notes and the Additional Notes shall be considered collectively as a single
class for all purposes of the Indenture; provided that the Additional Notes will not be issued with the same CUSIP as the
existing Notes unless such Additional Notes are fungible with the existing Notes for U.S. federal income tax purposes. The Indenture
imposes certain limitations on the incurrence of indebtedness, the making of restricted payments, the sale of assets, the incurrence
of certain liens, the making of payments for consents, the entering into of agreements that restrict distribution from restricted
subsidiaries and the consummation of mergers and consolidations. The Indenture also imposes requirements with respect to the provision
of financial information and the provision of guarantees of the Notes by certain subsidiaries.


 


5.       Guarantees


 


From and after the
Issue Date, to guarantee the due and punctual payment of the principal, premium, if any, interest (including post-filing or
post-petition interest in any proceeding under Bankruptcy Law) on the Notes and all other amounts payable by the Issuer under
the Indenture and the Notes when and as the same shall be due and payable, whether at maturity, by acceleration or otherwise, according
to the terms of the Notes and the Indenture, each Guarantor will unconditionally guarantee (and future guarantors, jointly and
severally with the Guarantors, will fully and unconditionally Guarantee) such obligations on a senior secured basis pursuant to
the terms of the Indenture.


 


6.       Redemption


 


(a)       At
any time prior to June 15, 2022, the Company may redeem the Notes in whole or in part, at its option, upon not less than 10 nor
more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing
in the Notes Register, at a redemption price (expressed as a percentage of the principal amount of the Notes to be redeemed) equal
to 100.000% plus the Applicable Premium as of, and accrued and unpaid interest, if any, to but excluding the date of redemption
(the “Redemption Date”), subject to the rights of Holders on the
relevant record date to receive interest due on the relevant interest payment date.


 


(b)       At
any time and from time to time prior to June 15, 2022, the Company may on one or more occasions, upon not less than 10 nor more
than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing
in the Notes Register, redeem up to 40.0% of the original principal amount of Notes issued under the Indenture on the Issue Date
(together with Additional Notes) at a redemption price (expressed as a percentage of the principal amount of Notes to be redeemed)
equal to 108.375% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to but excluding, the applicable
Redemption Date, subject to the right of Holders of record of the Notes on the relevant record date to receive interest due
on the relevant interest payment date, with an amount equal to the net cash proceeds received by the Company of one or more Equity
Offerings of the Company; provided that not less than 50.0% of the original principal amount of the then-outstanding Notes
initially issued under the Indenture remains outstanding immediately after the occurrence of each such redemption (including Additional
Notes but excluding Notes held by the Company or any of its Subsidiaries), unless all such notes are redeemed substantially concurrently;
provided further that each such redemption occurs not later than 180 days after the date of closing of the related
Equity Offering. The Trustee shall select the Notes to be purchased in the manner described under Sections 5.1 through
5.5 of the Indenture.


 


(c)       Until
120 days after the Issue Date, the Company may redeem in the aggregate up to 40% of the aggregate principal amount of
the Notes with an amount equal to the net cash proceeds of any loan received pursuant to a Regulatory Debt Facility at a
redemption price of 104.188% of the principal amount of such Notes, plus accrued and unpaid interest, if any, to, but
excluding, the applicable redemption date; provided, however, that not less than 50% of the aggregate principal amount
of the then-outstanding Notes issued under the Indenture remains outstanding immediately thereafter (including Additional
Notes, but excluding Notes held by the Company or any of its Subsidiaries), unless all such Notes are redeemed substantially
concurrently.


 






    A-5 


     


    

 


(d)        Except
pursuant to clauses (a), (b) and (c) of this paragraph 6, the Notes will not be redeemable at the Company’s option
prior to June 15, 2022.


 


(e)       At
any time and from time to time on or after June 15, 2022, the Company may redeem the Notes, in whole or in part, upon not less
than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes to the address of such
Holder appearing in the Notes Register at the redemption prices (expressed as percentages of principal amount of the Notes to be
redeemed) set forth in the table below, plus accrued and unpaid interest thereon, if any, to but excluding the applicable Redemption Date,
subject to the right of Holders of record of the Notes on the relevant record date to receive interest due on the relevant interest
payment date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated in the table below:


 


	Year	 	Percentage	 
	2022	 	 	104.188	%
	2023	 	 	102.094	%
	2024 and thereafter	 	 	100.000	%





 


(f)       Notwithstanding
the foregoing, in connection with any tender offer for the Notes, including a Change of Control Offer, Asset Disposition Offer
or Collateral Advance Offer, if Holders of not less than 90.0% in aggregate principal amount of the outstanding Notes validly tender
and do not withdraw such Notes in such tender offer and the Company, or any third party making such tender offer in lieu of the
Company, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Company or such third party shall have
the right upon not less than 10 nor more than 60 days’ prior notice, with a copy to the Trustee, to each Holder of Notes
to the address of such Holder appearing in the Notes Register, given not more than 30 days following such purchase date to redeem
all Notes that remain outstanding following such purchase at a redemption price equal to the price offered to each other Holder
(excluding any early tender or incentive fee) in such tender offer plus, to the extent not included in the tender offer payment,
accrued and unpaid interest, if any, thereon, to but excluding, the date of such redemption.


 


(g)       Unless
the Company defaults in the payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called
for redemption on the applicable Redemption Date.


 


(h)       Any
redemption pursuant to this paragraph 6 shall be made pursuant to the provisions of Section 5.1 through 5.5
of the Indenture.


 


The Company is not
required to make mandatory redemption or sinking fund payments with respect to the Notes.


 


7.       Repurchase
Provisions


 


If a Change of Control
occurs, each Holder will have the right to require the Issuer to repurchase from each Holder all or any part (equal to a minimum
denomination of $2,000 or an integral multiple of $1,000 in excess thereof) of such Holder’s Notes at a purchase price in
cash equal to 101.0% of the aggregate principal amount thereof plus accrued and unpaid interest, then Holders in whose name the
Notes are registered at the close of business on such record date will receive the interest due on the repurchase date, as provided
in, and subject to the terms of, the Indenture.


 


Upon certain Asset
Dispositions, the Issuer may be required to use the Excess Proceeds from such Asset Dispositions to offer to purchase Notes and,
at the Issuer’s option, Pari Passu Indebtedness out of the Excess Proceeds in accordance with the procedures set forth in
Section 3.5 and in Article V of the Indenture.


 






    A-6 


     


    

 





8.       Denominations;
Transfer; Exchange


 


The Notes shall be
issuable only in fully registered form in minimum denominations of principal amount of $2,000 and any integral multiple of $1,000
in excess thereof. A Holder may transfer or exchange Notes in accordance with the Indenture. The Registrar may require a Holder,
among other things, to furnish appropriate endorsements or transfer documents and to pay a sum sufficient to cover any tax and
fees required by law or permitted by the Indenture. The Registrar need not register the transfer of or exchange of any Note (A) for
a period beginning (1) fifteen (15) calendar days before the mailing of a notice of an offer to repurchase or redeem
Notes and ending at the close of business on the day of such mailing or (2) fifteen (15) calendar days before an Interest
Payment Date and ending on such Interest Payment Date or (B) called for redemption, except the unredeemed portion of any Note
being redeemed in part.


 


9.       Persons
Deemed Owners


 


The registered Holder
of this Note may be treated as the owner of it for all purposes.


 


10.       Unclaimed
Money


 


If money for the payment
of principal, premium, if any, interest remains unclaimed for two years, the Trustee or Paying Agent shall pay the money back to
the Issuer at its written request unless an abandoned property law designates another Person to receive such money. After any such
payment, Holders entitled to the money must look only to the Issuer and not to the Trustee for payment as general creditors unless
an abandoned property law designates another person for payment.


 


11.       Discharge
and Defeasance


 


Subject to certain
exceptions and conditions set forth in the Indenture, the Issuer at any time may terminate some or all of its obligations under
the Notes and the Indenture if the Issuer deposits with the Trustee money or U.S. Government Obligations for the payment of principal,
premium, if any and interest on the Notes to redemption or maturity, as the case may be.


 


12.       Amendment,
Supplement, Waiver


 


Subject to certain
exceptions contained in the Indenture, the Indenture, the Notes and the Security Documents may be amended, or a Default thereunder
may be waived, with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. Without notice
to or the consent of any Holder, the Issuer, the Guarantors, the Trustee and the Collateral Trustee, as applicable, may amend or
supplement the Indenture, the Notes and the Security Documents as provided in the Indenture.


 


13.       Defaults
and Remedies


 


If an Event of Default
(other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Issuer or certain
Guarantors) occurs and is continuing, the Trustee by notice to the Issuer, or the Holders of at least 30.0% in aggregate principal
amount of the outstanding Notes by notice to the Issuer and the Trustee, may declare the principal of and accrued and unpaid interest,
and any other monetary obligations on all the Notes to be due and payable immediately. Upon the effectiveness of such declaration,
such principal, interest, and other monetary obligations will be due and payable immediately. If a bankruptcy, insolvency or reorganization
of the Issuer or a Significant Subsidiary (or any group of Restricted Subsidiaries, that taken together as of the latest audited
consolidated financial statements for the Issuer and its Restricted Subsidiaries, would constitute a Significant Subsidiary) occurs
and is continuing, the principal of and accrued and unpaid interest and any other monetary obligations on all the Notes will become
and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders. Under certain
circumstances, the Holders of a majority in aggregate principal amount of the outstanding Notes may rescind any such acceleration
with respect to the Notes and its consequences.


 






    A-7 


     


    

 





14.       Trustee
Dealings with the Issuer


 


Subject to certain
limitations set forth in the Indenture, the Trustee in its individual or any other capacity may become the owner or pledgee of
Notes and may otherwise deal with the Issuer, Guarantors or their Affiliates with the same rights it would have if it were not
Trustee. In addition, the Trustee shall be permitted to engage in transactions with the Issuer and its Affiliates and Subsidiaries.


 


15.       No
Recourse Against Others


 


No director, officer,
employee, incorporator or shareholder of the Issuer or any of its Subsidiaries or Affiliates, as such (other than the Issuer and
the Guarantors), shall have any liability for any obligations of the Issuer or the Guarantors under the Notes, the Guarantees or
the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting
a note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such
a waiver is against public policy.


 


16.       Authentication


 


This Note shall not
be valid until an authorized signatory of the Trustee (or an authenticating agent acting on its behalf) signs the certificate of
authentication on the other side of this Note by manual, facsimile or electronic signature. Electronically imaged signatures such
as .pdf files, faxed signatures or other electronic signatures to this Note and the authentication pages to this Note shall have
the same effect as original signatures.


 


17.       Abbreviations


 


Customary abbreviations
may be used in the name of a Holder or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the entirety),
JT TEN (= joint tenants with rights of survivorship and not as tenants in common), CUST (= custodian)
and U/G/M/A (= Uniform Gift to Minors Act).


 


18.       CUSIP
and ISIN Numbers


 


The Issuer has caused
CUSIP and ISIN numbers, if applicable, to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers, if
applicable, in notices of redemption or purchase as a convenience to Holders. No representation is made as to the accuracy of such
numbers either as printed on the Notes or as contained in any notice of redemption or purchase and reliance may be placed only
on the other identification numbers placed thereon.


 


19.       Governing
Law


 


This Note shall be
governed by, and construed in accordance with, the laws of the State of New York.


 


20.       Security


 


The Notes and the related
Guarantees will be secured by the Collateral on the terms and subject to the conditions set forth in the Indenture and the Security
Documents. The Trustee and the Collateral Trustee, as the case may be, hold the Collateral in trust for the benefit of the Holders
of the Notes, in each case pursuant to the Security Documents. Each Holder, by accepting this Note, consents and agrees to the
terms of the Security Documents (including the provisions providing for the foreclosure and release of Collateral), each as may
be in effect or may be amended from time to time in accordance with their terms and the Indenture, and authorizes and directs each
of the Trustee and the Collateral Trustee, as applicable, to (i) enter into the Security Documents to which it is party, whether
executed on or after the Issue Date, (ii) enter into the Collateral Trust Agreement on the Issue Date, (iii) enter into the Junior
Lien Intercreditor Agreement, if any, after the Issue Date, (iv) enter into the Junior Lien Intercreditor Agreement, if any, after
the Issue Date and (v) perform and observe its obligations under the Security Documents.


 






    A-8 


     


    

 





The Issuer will furnish
to any Holder upon written request and without charge to the Holder a copy of the Indenture. Requests may be made to:


 


 


Macy’s, Inc.


151 West 34th Street


New York, New York 10001


Attention: Chief Financial Officer


Attention: Secretary





 






    A-9 


     


    

 


ASSIGNMENT FORM


 


To assign this Note, fill in the form below:


 


I or we assign and transfer this Note to:


 


 


(Print or type assignee’s name, address
and zip code)


 


 


(Insert assignee’s social security
or tax I.D. No.)


 


and irrevocably appoint ___________ agent to transfer this Note
on the books of the Issuer. The agent may substitute another to act for him.


 


	Date:	Your Signature:  	 




 


	Signature Guarantee: 	   




(Signature must be guaranteed)


 


 


Sign exactly as your name appears on the other side of this
Note.


 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


The undersigned hereby certifies that it  ̈
is /  ̈ is not an Affiliate of the Issuer and that, to its knowledge, the
proposed transferee  ̈ is /  ̈
is not an Affiliate of the Issuer.


 


In connection with
any transfer or exchange of any of the Notes evidenced by this certificate occurring prior to the date that is one year after the
later of the date of original issuance of such Notes and the last date, if any, on which such Notes were owned by the Issuer or
any Affiliate of the Issuer, the undersigned confirms that such Notes are being:


 


CHECK ONE BOX BELOW:


 


		(1)	 ̈	acquired for the undersigned’s own account, without transfer; or



 


		(2)	 ̈	transferred to the Issuer; or



 


		(3)	 ̈	transferred pursuant to and in compliance with Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”); or



 


		(4)	 ̈	transferred pursuant to an effective registration statement under the Securities Act; or



 


		(5)	 ̈	transferred pursuant to and in compliance with Regulation S under the Securities Act; or



 


		(6)	 ̈	transferred to an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act) or an “accredited investor” (as defined in Rule 501(a)(4) under the Securities Act), that has furnished to the
Trustee a signed letter containing certain representations and agreements (the form of which letter appears as Section 2.7
or 2.9 of the Indenture, respectively); or



 


		(7)	 ̈	transferred pursuant to another available exemption from the registration requirements of the Securities Act of 1933, as amended.



 






    A-10 


     


    

 


Unless one of the boxes is checked, the
Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered
Holder thereof; provided, however, that if box (5), (6) or (7) is checked, the Issuer may require, prior to registering
any such transfer of the Notes, in its sole discretion, such legal opinions, certifications and other information as the Issuer
may reasonably request to confirm that such transfer is being made pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act of 1933, as amended, such as the exemption provided by Rule 144 under
such Act.


 


 


	 	 	Signature






 


Signature Guarantee: 


 


	(Signature must be guaranteed)	 	Signature




 


The signature(s) should be guaranteed by an eligible guarantor
institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee
medallion program), pursuant to Exchange Act Rule 17Ad-15.


 


TO BE COMPLETED BY PURCHASER IF BOX (1) OR (3) ABOVE IS CHECKED.


 


The undersigned represents
and warrants that it is purchasing this Note for its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
under the Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Issuer as the undersigned has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration provided by Rule 144A.


 


 


	 	Dated: 	     







 






    A-11 


     


    

 


[TO BE ATTACHED TO GLOBAL NOTES]


 


SCHEDULE OF INCREASES OR DECREASES IN GLOBAL
NOTES


 


The following increases or decreases in
this Global Note have been made:


 


	Date of Exchange	 	Amount of decrease

 in Principal Amount 

of this Global Note	 	Amount of increase

 in Principal Amount

 of this Global Note	 	Principal Amount of 

this Global Note

 following such 

decrease or increase	 	Signature of 

authorized signatory 

of Trustee or Notes

 Custodian
	 	 	 	 	 	 	 	 	 



 






    A-12 


     


    

 





OPTION OF HOLDER TO ELECT PURCHASE


 


If you elect to have
this Note purchased by the Issuer pursuant to Section 3.5 or Section 3.10 of the Indenture, check either box:


 


Section 3.5  ̈ Section
3.10  ̈


 


If you want to elect
to have only part of this Note purchased by the Issuer pursuant to Section 3.5 or Section 3.10 of the Indenture,
state the amount in principal amount (must be in minimum denominations of $2,000 or an integral multiple of $1,000 in excess thereof):
$___________________________________ and specify the denomination or denominations (which shall not be less than the minimum authorized
denomination) of the Notes to be issued to the Holder for the portion of the within Note not being repurchased (in the absence
of any such specification, one such Note will be issued for the portion not being repurchased): _________________.


 


Date: __________ Your Signature ____________________________________________________


(Sign exactly as your name appears on the other side
of the Note)


 


Signature Guarantee: _______________________________________________________________


(Signature must be guaranteed)


 


The signature(s) should
be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership
in an approved signature guarantee medallion program), pursuant to Exchange Act Rule 17Ad-15.


 






    A-13 


     


    

 



 


EXHIBIT B


 


Form of Supplemental Indenture to Add
Guarantors


 


[          ]
SUPPLEMENTAL INDENTURE, (this “Supplemental Indenture”) dated as of
[ ], by and among the parties that are signatories hereto as Guarantors (the “Guaranteeing
Entities” and each a “Guaranteeing Entity”), Macy’s,
Inc., as Issuer, and U.S. Bank National Association, a national banking association, as Trustee and Collateral Trustee under the
Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, each of Macy’s,
Inc., the Guarantors named therein, the Trustee and the Collateral Trustee have heretofore executed and delivered an indenture
dated as of June 8, 2020 (as amended, supplemented, waived or otherwise modified, the “Indenture”),
providing for the issuance of an aggregate principal amount of $1,300 million of 8.375% Senior Secured Notes due 2025 of the
Issuer (the “Notes”);


 


WHEREAS, the Indenture
provides that under certain circumstances each Guaranteeing Entity shall execute and deliver to the Trustee a supplemental indenture
pursuant to which such Guaranteeing Entity shall unconditionally guarantee, on a joint and several basis with the other Guarantors,
all of the Issuer’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under
the Indenture (the “Guarantee”); and


 


WHEREAS, pursuant to
Section 9.1 of the Indenture, the Issuer, any Guarantor, the Trustee and the Collateral Trustee are authorized to execute
and deliver a supplemental indenture to add additional Guarantors, without the consent of any Holder;


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Entity, the Issuer, the other Guarantors, the Trustee and the Collateral Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders as follows:


 


ARTICLE I



DEFINITIONS


Section 1.1. Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used
herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular Section hereof.


 


ARTICLE II



AGREEMENT TO BE BOUND; GUARANTEE


 


Section 2.1. Agreement
to be Bound. Each Guaranteeing Entity hereby becomes a party to the Indenture as a Guarantor and as such will have all of the
rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.


 


Section 2.2. Guarantee.
Each Guaranteeing Entity agrees, on a joint and several basis with all the existing Guarantors [and the other Guaranteeing Entities],
to fully, unconditionally and irrevocably Guarantee to each Holder of the Notes and the Trustee the Guaranteed Obligations pursuant
to Article X of the Indenture on a senior basis.


 






    B-1


     


    

 


ARTICLE III



MISCELLANEOUS


Section 3.1. Notices.
All notices and other communications to the Guaranteeing Entities shall be given as provided in the Indenture to such Guaranteeing
Entities, at their addresses set forth below, with a copy to the Issuer as provided in the Indenture for notices to the Issuer.


 


[INSERT ADDRESS]


 


Section 3.2. Merger
and Consolidation. No Guaranteeing Entity shall sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor or
becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1 of the Indenture.


 


Section 3.3. Release
of Guarantee. This Guarantee shall be released in accordance with Section 10.2 of the Indenture.


 


Section 3.4. Parties.
Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.


 


Section 3.5. Governing
Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


Section 3.6. Severability.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to
the extent of such invalidity, illegality or unenforceability.


 


Section 3.7. Benefits
Acknowledged. Each Guaranteeing Entity’s Guarantee is subject to the terms and conditions set forth in the Indenture.
Each Guaranteeing Entity acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly
made in contemplation of such benefits.


 


Section 3.8. Ratification
of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby.


 


Section 3.9. The
Trustee and the Collateral Trustee. The Trustee and the Collateral Trustee make no representation or warranty as to the validity
or sufficiency of this Supplemental Indenture or with respect to the recitals contained herein, all of which recitals are made
solely by the other parties hereto.


 


Section 3.10. Counterparts.
The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by
facsimile or electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the
parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto
transmitted by facsimile or electronic shall be deemed to be their original signatures for all purposes.


 


Section 3.11. Execution
and Delivery. Each Guaranteeing Entity agrees that its Guarantee shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of any such Guarantee.


 






    B-2


     


    

 


Section 3.12. Headings.
The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions hereof.


 






    B-3


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.


 


	 	[GUARANTEEING ENTITY],
 as a Guarantor
	 	 
	 	By: 	                
	 	 	Name:
	 	 	Title:
	 	 
	 	MACY’S, INC.
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 


[Signature Page to Supplemental Indenture]


 






    


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
 as Trustee and Collateral Trustee
	 	 
	 	By: 	            
	 	 	Name:
	 	 	Title:



 


[Signature Page to Supplemental Indenture]


 







    


     


    

 


EXHIBIT C


 


Form of Junior Lien Intercreditor Agreement


 






     



     


    



 





[FORM OF] JUNIOR LIEN
INTERCREDITOR AGREEMENT

MACY’S PROPCO HOLDINGS, LLC


 


the other Grantors party
hereto,


 


U.S. BANK NATIONAL ASSOCIATION,

as First Lien Collateral Trustee and First Lien Trustee

for the First Lien Secured Parties and as First-Priority Collateral Agent,


 


and


 


[____________________],


 


as Second Lien Collateral
Agent and Second-Priority Collateral Agent

for the Second-Priority Secured Parties


 


[________], 20[__]


 









     


     


    

 


TABLE
OF CONTENTS


 




	 	Page
	ARTICLE 1 

    Definitions 1	
	 	 
	Section 1.01	Defined Terms	1
	Section 1.02	Terms Generally	9
	 	 
	ARTICLE 2

                                               Lien
                                         Priorities
	10
	 	 
	Section 2.01	Subordination of Liens	10
	Section 2.02	Prohibition on Contesting Liens	10
	Section 2.03	No New Liens	10
	Section 2.04	Perfection of Liens	11
	Section 2.05	Nature of Obligations	11
	 	 
	ARTICLE 3

                                               Enforcement
	11
	 	 
	Section 3.01	Exercise of Remedies	11
	Section 3.02	Cooperation	13
	Section 3.03	Second-Priority Collateral Agent and Second-Priority Secured Parties Waiver	14
	Section 3.04	Actions upon Breach	14
	 	 	 
	ARTICLE 4

                                               Payments
	14
	 	 
	Section 4.01	Application of Proceeds	14
	Section 4.02	Payments Over	14
	 	 
	ARTICLE 5

                                               Other
                                         Agreements
	15
	 	 
	Section 5.01	Releases	15
	Section 5.02	Insurance	16
	Section 5.03	Amendments to Second-Priority Documents	16
	Section 5.04	Rights As Unsecured Creditors	18
	Section 5.05	First-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection	18
	Section 5.06	Second-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection	19
	Section 5.07	When Discharge of First-Priority Obligations Deemed to Not Have Occurred	21
	Section 5.08	No Release Upon Discharge of First-Priority Obligations	21
	Section 5.09	Purchase Option	21



 






    i


     


    

 


	ARTICLE 6

                                                                                Insolvency or Liquidation Proceedings
	22
	 	 
	Section
    6.01	Financing
    Issues	22
	Section
    6.02	Relief
    from the Automatic Stay	23
	Section
    6.03	Adequate
    Protection	23
	Section
    6.04	Preference
    Issues	24
	Section
    6.05	Application	24
	Section
    6.06	506(c)
    Claims	24
	Section
    6.07	Separate
    Grants of Security and Separate Classifications; Plans of Reorganization	24
	Section
    6.08	Section
    1111(b)(2) Waiver	25
	Section
    6.09	Asset
    Sales	25
	Section
    6.10	Reorganization
    Securities; Voting	25
	Section
    6.11	Post-Petition
    Interest	26
	 	 
	ARTICLE 7

                                                                                Reliance; Waivers; etc.
	26
	 	 
	Section
    7.01	Reliance	26
	Section
    7.02	No
    Warranties or Liability	26
	Section
    7.03	Obligations
    Unconditional	27
	 	 
	ARTICLE 8

                                                                                Miscellaneous
	27
	 	 
	Section
    8.01	Conflicts	27
	Section
    8.02	Continuing
    Nature of this Agreement; Severability	27
	Section
    8.03	Amendments;
    Waivers	28
	Section
    8.04	Information
    Concerning Financial Condition of the Company and the Subsidiaries	29
	Section
    8.05	Subrogation	29
	Section
    8.06	Application
    of Payments	29
	Section
    8.07	Consent
    to Jurisdiction; Waivers	29
	Section
    8.08	Notices	30
	Section
    8.09	Further
    Assurances	30
	Section
    8.10	Governing
    Law	30
	Section
    8.11	Binding
    on Successors and Assigns	30
	Section
    8.12	Specific
    Performance	30
	Section
    8.13	Section
    Titles	30
	Section
    8.14	Counterparts	31
	Section
    8.15	Authorization	31
	Section
    8.16	No
    Third Party Beneficiaries; Successors and Assigns	31
	Section
    8.17	Effectiveness	31
	Section
    8.18	First-Priority
    Representatives and Second-Priority Representatives	31
	Section
    8.19	Relative
    Rights	32
	Section
    8.20	Second-Priority
    Collateral Agent	32
	Section
    8.21	Joinder
    Requirements	32
	Section
    8.22	Intercreditor
    Agreements	33
	 	 	 
	Exhibits	 	 
	Exhibit
    A	Form
    of Joinder Agreement (Other First-Priority Obligations)	 
	Exhibit
    B	Form
    of Joinder Agreement (Other Second-Priority Obligations)	 







 






    ii


     


    

 


JUNIOR LIEN INTERCREDITOR
AGREEMENT


 


JUNIOR LIEN INTERCREDITOR
AGREEMENT dated as of [____], 20[_], among U.S. BANK NATIONAL ASSOCIATION (“US Bank”), as First Lien Collateral
Trustee and [●], as Second Lien Collateral Agent [and Second Lien Trustee].


 


A.           Reference
is made to that certain Indenture, dated as of June 8, 2020 (as amended, restated, amended and restated, supplemented or otherwise
modified from time to time, the “Initial First Lien Indenture”, which term shall also include and refer to any
additional issuance of notes under the Indenture) by and among MACY’S, INC., a Delaware corporation (the “Issuer”),
MACY’S PROPCO HOLDINGS, LLC, an Ohio limited liability company, MACY’S LOGISTICS, LLC, an Ohio limited liability company,
MACY’S MALL REAL ESTATE, LLC, an Ohio limited liability company, BLOOMINGDALE’S REAL ESTATE, LLC, an Ohio limited liability
company, MACY’S USQ, LLC, an Ohio limited liability company, MACY’S BROOKLYN, LLC, an Ohio limited liability company
and MACY’S STATE STREET, LLC, an Ohio limited liability company (collectively, the “Guarantors”) and US
Bank, as trustee and as collateral agent, pursuant to which the Issuer issued its 8.375% Senior Secured Notes due 2025 (together
with any additional notes issued under the Indenture, the “Senior Secured Notes”).


 


C.            The
Grantors (as defined below), the guarantors identified therein, and [●], as [trustee/administrative agent] and collateral
agent, are parties to that certain [indenture/credit agreement], dated as of [●] (as amended, restated, supplemented or otherwise
modified, Refinanced or replaced from time to time), with respect to [●] (the “[Initial Second Lien Indenture]”).1
The Obligations of the Grantors under the Initial Second Lien Indenture and the other Second Lien Documents constitute Second Lien
Obligations hereunder.


 


Accordingly, in consideration
of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


ARTICLE 1

Definitions


 


Section 1.01       
Defined Terms. As used in this Agreement, the following terms have the meanings specified
below:


 


“Agreement”
shall mean this Junior Lien Intercreditor Agreement, as amended, renewed, extended, supplemented or otherwise modified from time
to time in accordance with the terms hereof.


 


“Bankruptcy Law”
shall mean Title 11 of the United States Code and any similar federal, state or foreign law for the relief of debtors.


 


“Business Day”
shall mean any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of the State of New York or
on which banking institutions in the State of New York are required or authorized by law or other governmental action to close.


 





 



 


1 Form to be updated
to reflect the form of initial second lien debt issuance.


 









     


     


    

 


“Collateral Trust
Agreement” shall mean that certain Collateral Trust Agreement dated as of June 8, 2020, among the Guarantors and the
First Lien Collateral Trustee, as amended, restated, supplemented, replaced or otherwise modified from time to time.


 


“Common Collateral”
shall mean all of the assets of any Grantor, whether real, personal or mixed, constituting both First-Priority Collateral and Second-Priority
Collateral.


 


“Company”
shall mean Macy’s, Inc., a Delaware corporation.


 


“Comparable Second-Priority
Collateral Document” shall mean, in relation to any Common Collateral subject to any Lien created under any First-Priority
Collateral Document, those Second-Priority Collateral Documents that create a Lien on the same Common Collateral, granted by the
same Grantor.


 


“Deposit Account”
shall have the meaning set forth in the Uniform Commercial Code.


 


“Deposit Account
Collateral” shall mean that part of the Common Collateral (if any) comprised of or contained in Deposit Accounts or Securities
Accounts.


 


“DIP Financing”
shall have the meaning set forth in Section 6.01(a).


 


“Discharge”
shall mean, with respect to any Common Collateral and any Series (or, if applicable, all then-outstanding Series) of First-Priority
Obligations or of Second-Priority Obligations, as applicable, that such Series (or, if applicable, all such Series) of First-Priority
Obligations or of Second-Priority Obligations is no longer secured by such Common Collateral pursuant to the terms of the First-Priority
Collateral Documents or Second-Priority Collateral Documents, as applicable.


 


“Discharge of
First-Priority Obligations” shall mean at any applicable time, except to the extent otherwise provided in ‎Section
5.07, the Discharge of all First-Priority Obligations then outstanding at such time; provided that the Discharge of First-Priority
Obligations shall not be deemed to have occurred if the applicable payments are made with the proceeds of other First-Priority
Obligations that constitute an exchange or replacement for or a Refinancing of such First-Priority Obligations.


 


“Financing Documents”
shall mean the First Lien Documents, the Other First-Priority Documents, the Second Lien Documents and the Other Second-Priority
Documents.


 


“First Lien Claimholders”
shall mean the holders of any First Lien Obligations, including the First Lien Trustee and the First Lien Collateral Trustee.


 


“First Lien Collateral”
shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security
for any First Lien Obligations. For the avoidance of doubt, “First Lien Collateral” shall not include any net cash
proceeds from payments contemplated by the Master Lease.


 


“First Lien Collateral
Agreement” shall mean (a) the Security Agreement dated as of June 8, 2020, among the Guarantors and the First Lien Collateral
Trustee, as amended, restated, supplemented, replaced or otherwise modified from time to time, (b) the Collateral Trust Agreement
and (c) any other collateral agreement entered into from time to time in respect of any First Lien Documents and designated by
the Company as a “First Lien Collateral Agreement,” as amended, restated, supplemented or other modified from time
to time.


 






    2


     


    

 


“First Lien Collateral Documents”
shall mean the First Lien Collateral Agreement and any other documents now existing or entered into after the date hereof that
create Liens on any assets or properties of any Grantor to secure any First Lien Obligations, in each case, as Refinanced from
time to time in accordance with the terms thereof and subject to the terms hereof.


 


“First Lien Collateral
Trustee” shall mean the collateral trustee for the First Lien Claimholders, together with its successors or co-agents
in substantially the same capacity as may, from time to time, be appointed pursuant to the First Lien Indenture. As of the date
hereof, US Bank shall be the First Lien Collateral Trustee.


 


“First Lien Documents”
shall mean (a) the First Lien Indenture and the First Lien Collateral Documents and (b) any other related document or instrument
executed and delivered pursuant to any First Lien Document described in clause (a) above evidencing or governing any obligations
thereunder, in each case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“First Lien Indenture”
shall mean the Initial First Lien Indenture, as amended, restated, supplemented, replaced (whether or not upon termination, and
whether with the original lenders or otherwise), restructured, Refinanced, extended or otherwise modified from time to time, including
any agreement extending the maturity thereof, Refinancing, replacing or otherwise restructuring all or any portion of the indebtedness
under such agreement or agreements or any successor or replacement agreement or agreements or indenture or indentures or increasing
the amount loaned or issued thereunder or altering the maturity thereof (including in this definition any Refinancing, replacement,
restructuring or new debt facility designated by the Company as a “First Lien Indenture” pursuant to Section 8.03).


 


“First Lien Obligations”
shall mean all Obligations of the Issuer and the Guarantors and other obligors under the First Lien Indenture or any of the other
First Lien Documents, and all other obligations to pay principal, premium, if any, and interest (including any interest accruing
after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding)
when due and payable, and all other amounts due or to become due under or in connection with the First Lien Documents and the performance
of all other Obligations of the obligors thereunder to the First Lien Secured Parties under the First Lien Documents, according
to the respective terms thereof (provided that First Lien Obligations shall exclude any such obligations the incurrence
of which was not permitted under each First-Priority Document and each Second-Priority Document extant at the time of the incurrence
or issuance thereof).


 


“First Lien Secured
Parties” shall mean the holders of any First Lien Obligations, including the First Lien Trustee and the First Lien Collateral
Trustee.


 


“First Lien Trustee”
shall mean the trustee for the First Lien Claimholders, together with its successors or co-agents in substantially the same capacity
as may, from time to time, be appointed pursuant to the First Lien Indenture. As of the date hereof, US Bank shall be the First
Lien Trustee.


 


“First-Priority
Collateral” shall mean the First Lien Collateral and all of the assets of any Grantor, whether real, personal or mixed,
with respect to which a Lien is granted as security for any Other First-Priority Obligations (other than the First Lien Obligations).


 


“First-Priority
Collateral Agent” shall mean such agent or trustee as is designated “Collateral Trustee” pursuant
to the terms of the Collateral Trust Agreement (if then in effect) and the First-Priority Documents; it being understood that as
of the date of this Agreement, the First Lien Collateral Trustee shall be so designated First-Priority Collateral Agent.


 






    3


     


    

 


“First-Priority
Collateral Documents” shall mean (a) the First Lien Collateral Documents and (b) any documents now existing or entered
into after the date hereof that create Liens on any assets or properties of any Grantor to secure any Other First-Priority Obligations,
in each case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“First-Priority
Documents” shall mean (a) the First Lien Documents and (b) any Other First-Priority Documents, in each case, as Refinanced
from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“First-Priority
Obligations” shall mean (a) the First Lien Obligations and (b) the Other First-Priority Obligations (if any) (provided
that First-Priority Obligations shall exclude any such obligations the incurrence of which was not permitted under each First-Priority
Document and each Second-Priority Document extant at the time of the incurrence or issuance thereof).


 


“First-Priority
Representatives” shall mean (a) in the case of the First Lien Obligations, the First Lien Collateral Trustee and (b)
in the case of any Series of Other First-Priority Obligations, the Other First-Priority Representative with respect thereto. The
term “First-Priority Representatives” shall include the First-Priority Collateral Agent as the context requires.


 


“First-Priority
Secured Parties” shall mean (a) the First Lien Secured Parties and (b) the Other First-Priority Secured Parties, including
the First-Priority Representatives.


 


“Grantors”
shall mean each Guarantor that has executed and delivered a First-Priority Collateral Document or a Second-Priority Collateral
Document.


 


“Initial First
Lien Indenture” shall have the meaning set forth in the recitals.


 


“Initial Second
Lien Indenture” shall have the meaning set forth in the recitals.


 


“Insolvency
or Liquidation Proceeding” shall mean that there shall be an assignment for the benefit of creditors relating to any
Grantor whether or not voluntary; or any case shall be commenced by or against any Grantor under the Bankruptcy Code or any similar
federal or state law for the relief of debtors, whether or not voluntary; or any proceeding shall be instituted by or agains any
Grantor seeking to adjudicate it bankrupt or insolvent, or seeking liquidation, dissolution, marshalling of assets or liabilities,
winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts, in each case whether
or not voluntary and whether or not involving bankruptcy or insolvency, or seeking the entry of an order for relief or the appointment
of a receiver, trustee, administrator or other similar official for it or for any substantial part of its property and assets,
whether or not voluntary; or any event or action analogous to or having a substantially similar effect to any of the events or
actions set forth above in this definition (other than a solvent reorganization) shall occur under the law of any jurisdiction
applicable to any Grantor.


 


“Joinder Agreement”
shall mean a Joinder Agreement substantially in the form of Exhibit A.


 


“Lien”
shall mean any mortgage, pledge, security interest, encumbrance, lien, hypothecation or charge of any kind (including any conditional
sale or other title retention agreement or lease in the nature thereof); provided that in no event shall Non-Financing Lease Obligations
be deemed to constitute a Lien.


 


“Master
Lease” shall mean that certain Master Lease Agreement, dated as of June 8, 2020, by and among Macy’s
Logistics, LLC, Macy’s Mall Real Estate, LLC, Bloomingdale’s Real Estate, LLC, Macy’s USQ, LLC,
Macy’s Brooklyn, LLC, and Macy’s State Street, LLC, each, an Ohio limited liability company, as landlords, and
Macy’s Retail Holdings, LLC, Macy’s Corporate Services, LLC, Bloomingdale’s, LLC, and Macy’s West
Stores, LLC, each, a Delaware limited liability company, as tenants, as the same may be amended, supplemented or otherwise
modified form time to time in accordance with its terms.


 






    4


     


    

 


“Non-Financing
Lease Obligation” shall mean a lease obligation that is not required to be accounted for as a financing or capital lease
in accordance with GAAP. For the avoidance of doubt, a straight-line or an operating lease shall be considered a Non-Financing
Lease Obligation.


 


“Obligations”
shall mean any principal, interest (including Post-Petition Interest and fees accruing on or after the filing of any petition
in bankruptcy or for reorganization relating to the Issuer or any Guarantor whether or not a claim for Post-Petition Interest or
fees is allowed in such proceedings), penalties, fees, compensation, indemnifications, reimbursements (including reimbursement
obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the
documentation governing any indebtedness.


 


“Other First-Priority
Collateral Agent” shall mean, with respect to any Series of Other First-Priority Obligations, any Other First-Priority
Representative that acts in the capacity of a collateral agent with respect thereto.


 


“Other First-Priority
Documents” shall mean each of the agreements, documents and instruments providing for, evidencing or securing any Other
First-Priority Obligations and any other related document or instrument executed or delivered pursuant to any Other First-Priority
Document at any time or otherwise evidencing or securing any indebtedness arising under any Other First-Priority Document, in each
case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“Other First-Priority
Obligations” shall mean any indebtedness or Obligations (other than First Lien Obligations) of the Grantors that are
to be secured with a Lien on the Common Collateral senior to the Liens securing the Second Lien Obligations and are designated
by the Company as Other First-Priority Obligations hereunder and all other obligations to pay principal, premium, if any, and interest
(including any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed
or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the
Other First-Priority Documents and the performance of all other Obligations of the obligors thereunder to the Other First-Priority
Secured Parties under the Other First-Priority Documents, according to the respective terms thereof (provided that Other
First-Priority Obligations shall exclude any such obligations the incurrence of which was not permitted under each First-Priority
Document and each Second-Priority Document extant at the time of the incurrence or issuance thereof); provided further,
however that the requirements set forth in Section 8.21 shall have been satisfied.


 


“Other First-Priority
Representative” shall mean, with respect to any Series of Other First-Priority Obligations or any separate facility within
such Series, the Person elected, designated or appointed as the administrative agent, trustee, collateral agent or other representative
of such Series or facility by or on behalf of the holders of such Series or facility, and its respective successors in substantially
the same capacity as may from time to time be appointed.


 


“Other First-Priority
Secured Parties” shall mean the Persons holding Other First-Priority Obligations, including the Other First-Priority
Representatives.


 






    5


     


    

 



 


“Other Second-Priority
Collateral Agent” shall mean, with respect to any Series of Other Second-Priority Obligations, any Other Second-Priority
Representative that acts in the capacity of a collateral agent with respect thereto.


 


“Other Second-Priority
Documents” shall mean each of the agreements, documents and instruments providing for, evidencing or securing any Other
Second-Priority Obligations and any other related document or instrument executed or delivered pursuant to any Other Second-Priority
Document at any time or otherwise evidencing or securing any indebtedness arising under any Second-Priority Obligations, in each
case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“Other Second-Priority
Obligations” shall mean any indebtedness or Obligations (other than the Second Lien Obligations) of the Grantors that
are to be equally and ratably or secured on a junior basis with the Second Lien Obligations and are designated by the Company as
Other Second-Priority Obligations hereunder, and all other obligations to pay principal, premium, if any, and interest (including
any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable
in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the Other Second-Priority
Obligations and the performance of all other Obligations of the obligors thereunder to the Other Second-Priority Secured Parties
under the Other Second-Priority Documents, according to the respective terms thereof (provided that Other Second-Priority
Obligations shall exclude any such obligations the incurrence of which was not permitted under each First-Priority Document and
each Second-Priority Document extant at the time of the incurrence or issuance thereof); provided further, however, that
the requirements set forth in Section 8.21 shall have been satisfied.


 


“Other Second-Priority
Representative” shall mean, with respect to any Series of Other Second-Priority Obligations or any separate facility
within such Series, the Person elected, designated or appointed as the administrative agent, trustee, collateral agent or other
representative of such Series or facility by or on behalf of the holders of such Series or facility, and its respective successors
in substantially the same capacity as may from time to time be appointed.


 


“Other Second-Priority
Secured Parties” shall mean the Persons holding Other Second-Priority Obligations, including the Other Second-Priority
Representatives.


 


“Person”
shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability
company or government, individual or family trusts, or any agency or political subdivision thereof.


 


“Plan of Reorganization”
shall mean any plan of reorganization, plan of liquidation, agreement for composition, or other type of plan of arrangement proposed
in or in connection with any Insolvency or Liquidation Proceeding.


 


“Pledged Collateral”
shall mean the Common Collateral in the possession or control of the First-Priority Collateral Agent (or its agents or bailees),
to the extent that possession or control thereof is necessary to perfect a Lien thereon under the Uniform Commercial Code.


 


“Post-Petition
Interest” shall have the meaning set forth in Section 6.11.


 


“Purchase Event”
shall have the meaning set forth in Section 5.09.


 


“Recovery”
shall have the meaning set forth in Section 6.04.


 






    6


     


    

 


“Refinance”
shall mean, in respect of any indebtedness and any agreement governing any such indebtedness, to refinance, extend, increase, renew,
defease, amend, restate, amend and restate, modify, supplement, restructure, replace, refund or repay, or to issue other indebtedness,
in exchange or replacement for or refinancing of, such indebtedness in whole or in part, including by adding or replacing lenders,
creditors, agents, obligors and/or guarantors, and including, in each case, but not limited to, after the original instrument giving
rise to such indebtedness has been terminated. “Refinanced” and “Refinancing” shall have
correlative meanings.


 


“Second Lien
Claimholders” shall mean the holders of any Second Lien Obligations, including the Second Lien Trustee and the Second
Lien Collateral Agent.


 


“Second Lien
Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien
is granted as security for any Second Lien Obligations. For the avoidance of doubt, “Second Lien Collateral” shall
not include any net cash proceeds from payments contemplated by the Master Lease.


 


“Second Lien
Collateral Agent” shall mean the collateral agent for the Second Lien Claimholders, together with its successors or co-agents
in substantially the same capacity as may, from time to time, be appointed pursuant to the Initial Second Lien Indenture. As of
the date hereof, [●] shall be the Second Lien Collateral Agent.


 


“Second Lien
Collateral Agreement” shall mean (a) the “Security Agreement” as defined in the Initial Second Lien Indenture,
and (b) any other collateral agreement entered into from time to time in respect of any Second Lien Indenture and designated by
the Company as a “Second Lien Collateral Agreement,” as amended, restated, supplemented or other modified from time
to time.


 


“Second Lien
Collateral Documents” shall mean the Second Lien Collateral Agreement and any documents now existing or entered into
after the date hereof that create Liens on any assets or properties of any Grantor to secure any Second Lien Obligations, in each
case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“Second Lien
Documents” shall mean (a) the Second Lien Indenture and the Second Lien Collateral Documents and (b) any other related
document or instrument executed and delivered pursuant to any Second Lien Document described in clause (a) above evidencing or
governing any Obligations thereunder in each case, as Refinanced from time to time in accordance with the terms thereof and subject
to the terms hereof.


 


“Second Lien
Indenture” shall mean the Initial Second Lien Indenture, as amended, restated, supplemented, replaced (whether or not
upon termination, and whether with the original lenders or otherwise), restructured, refinanced, extended or otherwise modified
from time to time, including any agreement extending the maturity thereof, refinancing, replacing or otherwise restructuring all
or any portion of the indebtedness under such agreement or agreements or any successor or replacement agreement or agreements or
indenture or indentures or increasing the amount loaned or issued thereunder or altering the maturity thereof, (including in this
definition any refinancing, replacement, restructuring or new debt facility designated by the Company as a “Second Lien Indenture”
pursuant to Section 8.03).


 


“Second
Lien Obligations” shall mean all Obligations of the Company and other obligors under the Initial Second Lien
Indenture or any of the other Second-Priority Documents, and all other obligations to pay principal, premium, if any, and
interest (including any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of
whether allowed or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in
connection with the Second Lien Documents and the performance of all other Obligations of the obligors thereunder to the
Second Lien Secured Parties under the Second Lien Documents, according to the respective terms thereof (provided that
Second Lien Obligations shall exclude any such obligations the incurrence of which was not permitted under each
First-Priority Document and each Second-Priority Document extant at the time of the incurrence or issuance thereof).


 






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“Second Lien
Secured Parties” shall mean the holders of any Second Lien Obligations, including the Second Lien Trustee and the Second
Lien Collateral Agent.


 


“Second Lien
Trustee” shall mean shall mean [●], in its capacity as indenture trustee under the Second Lien Indenture and the
Second Lien Collateral Documents, and its permitted successors in such capacity.


 


“Second-Priority
Collateral” shall mean the Second Lien Collateral and all of the assets of any Grantor, whether real, personal or mixed,
with respect to which a Lien is granted as security for any Other Second-Priority Obligations.


 


“Second-Priority
Collateral Agent” shall mean such agent or trustee as is designated “Second-Priority Collateral Agent”
by Second-Priority Secured Parties holding a majority in principal amount of the Second-Priority Obligations then outstanding;
it being understood that as of the date of this Agreement, the Second Lien Collateral Agent shall be so designated Second-Priority
Collateral Agent.


 


“Second-Priority
Collateral Documents” shall mean (a) the Second Lien Collateral Documents and (b) any documents now existing or entered
into after the date hereof that create Liens on any assets or properties of any Grantor to secure any Other Second-Priority Obligations,
in each case, as Refinanced from time to time in accordance with the terms thereof and subject to the terms hereof.


 


“Second-Priority
Documents” shall mean (a) the Second Lien Documents and (b) the Other Second-Priority Documents.


 


“Second-Priority
Obligations” shall mean (a) the Second Lien Obligations, (b) the Other Second-Priority Obligations and (c) all other
Obligations in respect of, or arising under, the Second-Priority Documents, including all fees and expenses of the collateral agent
for any Other Second-Priority Obligations and shall include all interest and fees, which but for the filing of a petition in bankruptcy
with respect to the Company or any Grantor, would have accrued on such obligations, whether or not a claim for such interest or
fees is allowed in such proceeding (provided that Second-Priority Obligations shall exclude any such obligations the incurrence
of which was not permitted under each First-Priority Document and each Second-Priority Document extant at the time of the incurrence
or issuance thereof).


 


“Second-Priority
Representatives” shall mean (a) in the case of the Second Lien Obligations, the Second Lien Collateral Agent and (b)
in the case of any Series of Other Second-Priority Obligations, the Other Second-Priority Representative with respect thereto.
The term “Second-Priority Representatives” shall include the Second-Priority Collateral Agent as the context
requires. For purposes of this definition, no Discharge of Second Lien Obligations with respect to the Second Lien Obligations
under the Second Lien Indenture and the Second Lien Documents relating thereto shall be deemed to have occurred if any of the Company
or any other Grantor enters into any Refinancing of the Second Lien Indenture, and, in the case of any such Refinancing, the Second
Lien Collateral Agent under such Second Lien Indenture shall continue as the Second-Priority Representative for all purposes hereof.


 


“Second-Priority
Secured Parties” shall mean (a) the Second Lien Secured Parties and (b) the Other Second-Priority Secured Parties, including
the Second-Priority Representatives.


 






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“Secured Parties”
shall mean the First-Priority Secured Parties and the Second-Priority Secured Parties.


 


“Securities Account”
shall have the meaning set forth in the Uniform Commercial Code.


 


“Series”
shall mean (a) the First Lien Obligations and each series of Other First-Priority Obligations, each of which shall constitute a
separate Series of First-Priority Obligations, except that to the extent that the First Lien Obligations and/or any one or more
series of such Other First-Priority Obligations (i) are secured by identical collateral held by a common collateral agent and (ii)
have their security interests documented by a single set of security documents, such First Lien Obligations and/or each such series
of Other First-Priority Obligations shall collectively constitute a single Series, and (b) the Second Lien Obligations and
each series of Other Second-Priority Obligations, each of which shall constitute a separate Series of Second-Priority Obligations,
except that to the extent that the Second Lien Obligations and/or any one or more series of such Other Second-Priority Obligations
(i) are secured by identical collateral held by a common collateral agent and (ii) have their security interests documented by
a single set of security documents, such Second Lien Obligations and/or each such series of Other Second-Priority Obligations shall
collectively constitute a single Series.


 


“Standstill Period”
shall have the meaning set forth in Section 3.01(f).


 


“Subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association
or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more
than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination
is being made, directly or indirectly, owned, controlled or held, or (b) that is, at the time any determination is made, otherwise
controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


 


“Uniform Commercial
Code” or “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State
of New York.


 


“US Bank”
shall have the meaning set forth in the preamble.


 


Section 1.02       
Terms Generally. The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to
any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document
as from time to time amended, restated, supplemented, otherwise modified or permitted to be Refinanced or replaced in accordance
with the terms hereof, in each case to the extent so Refinanced or replaced, in accordance with this Agreement, (b) any reference
herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,”
 “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in
its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer
to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts
and contract rights.


 






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ARTICLE 2 


Lien Priorities


 


Section 2.01       
Subordination of Liens. Notwithstanding the date, time, manner or order of filing or
recordation of any document or instrument or grant, attachment or perfection of any Liens granted to the Second-Priority Secured
Parties on the Common Collateral or of any Liens granted to the First-Priority Secured Parties on the Common Collateral (or any
actual or alleged defect in any of the foregoing), and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority
Documents or the First-Priority Documents or any other circumstance whatsoever (including any non-perfection of any Lien purporting
to secure the First-Priority Obligations and/or the Second-Priority Obligations), each Second-Priority Representative, on behalf
of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing
any First-Priority Obligations now or hereafter held by or on behalf of the any First-Priority Secured Parties or any agent
or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall have
priority over and be senior in all respects and prior to any Lien on the Common Collateral securing any Second-Priority Obligations
and (b) any Lien on the Common Collateral securing any Second-Priority Obligations now or hereafter held by or on behalf of
any Second-Priority Secured Parties or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation
of law, subrogation or otherwise, shall be junior and subordinate in all respects to all Liens on the Common Collateral securing
any First-Priority Obligations. All Liens on the Common Collateral securing any First-Priority Obligations shall be and remain
senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Obligations for all purposes,
whether or not such Liens securing any First-Priority Obligations are subordinated to any Lien securing any other obligation of
the Company, any other Grantor or any other Person.


 


Section 2.02       
Prohibition on Contesting Liens. Each Second-Priority Representative, for itself and
on behalf of each applicable Second-Priority Secured Party, and each First-Priority Representative, for itself and on behalf of
each applicable First-Priority Secured Party, agrees that it shall not (and hereby waives any right to) contest or support any
other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the validity, perfection, priority,
validity or enforceability of (a) a Lien securing any First-Priority Obligations held (or purported to be held) by or on behalf
of any of the First-Priority Secured Parties or any agent or trustee therefor in any First-Priority Collateral or (b) a Lien securing
any Second-Priority Obligations held (or purported to be held) by or on behalf of any Second-Priority Secured Party in the
Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent
or impair the rights of any First-Priority Secured Party or any agent or trustee therefor to enforce this Agreement (including
the priority of the Liens securing the First-Priority Obligations as provided in Section 2.01) or any of the First-Priority
Documents.


 


Section 2.03        No
New Liens. So long as the Discharge of First-Priority Obligations has not occurred, the parties hereto agree that if any
Second-Priority Representative shall hold any Lien on any assets of the Company or any other Grantor securing any
Second-Priority Obligations that are not also subject to the senior and prior Lien in respect of the First-Priority
Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the First-Priority
Collateral Agent promptly upon becoming aware thereof and, upon demand by the First-Priority Collateral Agent or the Company,
will either (i) release such Lien or (ii) assign such Lien to the First-Priority Collateral Agent (and/or its designee) as
security for the applicable First-Priority Obligations (and, in the case of an assignment, each Second-Priority
Representative may retain a junior lien on such assets subject to the terms hereof). Each Second-Priority Representative
agrees that, after the date hereof, if it shall hold any Lien on any assets of the Company or any other Grantor securing any
Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority
Representative, such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon
becoming aware thereof.


 



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Section 2.04       
Perfection of Liens. Subject to Section 5.05, none of the First-Priority Secured Parties
shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit
of the Second-Priority Secured Parties. The provisions of this Agreement are intended solely to govern the respective Lien priorities
as between the First-Priority Secured Parties and the Second-Priority Secured Parties and shall not impose on the First-Priority
Secured Parties or the Second-Priority Secured Parties or any agent or trustee therefor any obligations in respect of the disposition
of proceeds of any Common Collateral which would conflict with prior perfected claims therein in favor of any other Person or any
order or decree of any court or governmental authority or any applicable law.


 


Section 2.05       
Nature of Obligations. The priorities of the Liens provided in Section 2.01 shall not
be altered or otherwise affected by (a) any Refinancing of the First-Priority Obligations or the Second-Priority Obligations or
(b) any action or inaction which any of the First-Priority Secured Parties or the Second-Priority Secured Parties may take or fail
to take in respect of the Common Collateral. Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority
Secured Parties, agrees and acknowledges that (i) a portion of the First-Priority Obligations may be revolving in nature and that
the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed,
(ii) the terms of the First-Priority Collateral Documents and the First-Priority Obligations may be amended, restated, supplemented
or otherwise modified, and the First-Priority Obligations, or a portion thereof, may be Refinanced from time to time and (iii)
the aggregate amount of the First-Priority Obligations may be increased, in each case, without notice to or consent by the Second-Priority
Collateral Agents or the Second-Priority Secured Parties and without affecting the provisions hereof, except as otherwise expressly
set forth herein. As between the Company and the Grantors, the foregoing provisions will not limit or otherwise affect the obligations
of the Company and the Grantors contained in any Second-Priority Document with respect to the incurrence of additional First-Priority
Obligations.


 


ARTICLE 3

Enforcement


 


Section 3.01       
Exercise of Remedies.


 


(a)               So
long as the Discharge of First-Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding
has been commenced by or against the Company or any other Grantor, (i) no Second-Priority Representative or any
Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to
any Common Collateral in respect of any applicable Second-Priority Obligations, institute any action or proceeding with
respect to such rights or remedies (including any action of foreclosure), (y) contest, protest or object to any
foreclosure proceeding or action brought with respect to the Common Collateral by the First-Priority Collateral Agent or any
First-Priority Secured Party in respect of the First-Priority Obligations, the exercise of any right by the
First-Priority Collateral Agent or any First-Priority Secured Party (or any agent or sub-agent on their behalf) in
respect of the First-Priority Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s
letter or similar agreement or arrangement to which any Second-Priority Representative or any Second-Priority Secured Party
either is a party or may have rights as a third party beneficiary, or any other exercise by any such party, of any rights and
remedies relating to the Common Collateral under the First-Priority Documents or otherwise in respect of First-Priority
Obligations, or (z) object to the forbearance by the First-Priority Secured Parties from bringing or pursuing any foreclosure
proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of
First-Priority Obligations and (ii) except as otherwise provided herein, the First-Priority
Collateral Agent and the First-Priority Secured Parties shall have the exclusive right to enforce rights, exercise
remedies (including setoff and the right to credit bid their debt) and make determinations regarding the release, disposition
or restrictions with respect to the Common Collateral without any consultation with or the consent of any Second-Priority
Representative or any Second-Priority Secured Party; provided, however, that (A) in any Insolvency or
Liquidation Proceeding commenced by or against the Company or any other Grantor, each Second-Priority Representative may file
a claim or statement of interest with respect to the applicable Second-Priority Obligations and (B) each Second-Priority
Representative may take any action (not adverse to the prior Liens on the Common Collateral securing the First-Priority
Obligations, or the rights of the First-Priority Collateral Agent or the First-Priority Secured Parties to exercise remedies
in respect thereof) in order to create, prove, perfect, preserve or protect (but not enforce) its rights in, and perfection
and priority of its Lien on, the Common Collateral. In exercising rights and remedies with respect to the First-Priority
Collateral, the First-Priority Collateral Agent and the First-Priority Secured Parties may enforce the provisions of the
First-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in
the exercise of their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them
to sell or otherwise dispose of Common Collateral upon foreclosure, to incur expenses in connection with such sale or
disposition, and to exercise all the rights and remedies of a secured lender under the Uniform Commercial Code of any
applicable jurisdiction and of a secured creditor under Bankruptcy Laws of any applicable jurisdiction.


 






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(b)              
So long as the Discharge of First-Priority Obligations has not occurred, each Second-Priority
Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in its capacity
as a Secured Party, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise
of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Obligations.
Without limiting the generality of the foregoing, unless and until the Discharge of First-Priority Obligations has occurred, except
as expressly provided in the proviso in clause (ii) of Section 3.01(a), the sole right of the Second-Priority Representatives and
the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect
of the applicable Second-Priority Obligations pursuant to the Second-Priority Documents, as applicable, for the period and
to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Priority Obligations
has occurred.


 


(c)              
Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Second-Priority Representative,
for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Representative or Second-Priority
Secured Party will take any action that would hinder any exercise of remedies undertaken by the First-Priority Collateral Agent
or the First-Priority Secured Parties with respect to the Common Collateral under the First-Priority Documents, including any sale,
lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority
Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it
or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which the First-Priority
Collateral Agent or the First-Priority Secured Parties seek to enforce or collect the First-Priority Obligations or the Liens granted
in any of the First-Priority Collateral, regardless of whether any action or failure to act by or on behalf of the First-Priority
Collateral Agent or First-Priority Secured Parties is adverse to the interests of the Second-Priority Secured Parties.


 


(d)               Each
Second-Priority Representative hereby acknowledges and agrees that no covenant, agreement or restriction contained in any
applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the First-Priority
Collateral Agent or the First-Priority Secured Parties with respect to the First-Priority Collateral as set forth in
this Agreement and the First-Priority Documents.


 






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(e)              
Subject to the proviso appearing in the first sentence of Section 3.01(a) and the following
Section 3.01(f), until the Discharge of the First-Priority Obligations, the First-Priority Collateral Agent shall have the
exclusive right to exercise any right or remedy with respect to the Common Collateral and shall have the exclusive right to determine
and direct the time, method and place for exercising such right or remedy or conducting any proceeding with respect thereto.


 


(f)               
Notwithstanding the provisions of Section 3.01 above but subject in all cases to Section 4.02,
the Second-Priority Collateral Agent may enforce any of its rights and exercise any of its remedies (subject to the limitations
set forth in this clause (f) with respect to such actions) with respect to the Second Lien Collateral after a period of 180 consecutive
days has elapsed since the date on which the Second-Priority Collateral Agent has delivered to the First-Priority Collateral Agent
written notice of the acceleration or non-payment at the final stated maturity of the indebtedness then outstanding under any Second
Lien Documents (the “Standstill Period”); provided, however, that (i) notwithstanding the expiration
of the Standstill Period or anything herein to the contrary, in no event shall the Second-Priority Collateral Agent or any other
Second-Priority Secured Party enforce or exercise any rights or remedies with respect to any Common Collateral if the First-Priority
Collateral Agent or any other First-Priority Secured Party shall have commenced, and shall be diligently pursuing (or shall have
sought or requested relief from or modification of the automatic stay or any other stay in any insolvency or liquidation proceeding
to enable the commencement and pursuit thereof) the enforcement or exercise of any rights or remedies with respect to all or a
material portion of such Collateral (prompt written notice thereof to be given to the Second-Priority Collateral Agent by the applicable
First-Priority Representative) and (ii) after the expiration of the Standstill Period, so long as no First-Priority Representative
has commenced any action to enforce the Liens securing the First-Priority Obligations on all or any material portion of the Collateral,
the Second-Priority Secured Parties (or the Second-Priority Collateral Agent on their behalf) may, subject to the provisions of
Article 7, enforce the Liens securing the Second-Priority Obligations with respect to all or any portion of the
Common Collateral to the extent permitted hereunder. If the Second-Priority Collateral Agent or any other Second-Priority Secured
Party exercises any rights or remedies with respect to the Collateral in accordance with the immediately preceding sentence of
this paragraph and thereafter the First-Priority Collateral Agent or any other First-Priority Secured Party commences (or attempts
to commence or give notice of its intent to commence) the exercise of any of its rights or remedies with respect to the Collateral
(including seeking relief from the automatic stay or any other stay in any proceeding under Bankruptcy Law), the Standstill Period
shall recommence and the Second-Priority Collateral Agent and each other Second-Priority Secured Party shall rescind any such rights
or remedies already exercised with respect to the Common Collateral.


 


Section 3.02       
Cooperation. Subject to the proviso in clause (ii) of Section 3.01(a), each Second-Priority
Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that, unless and until the Discharge
of First-Priority Obligations has occurred, it will not commence, or join with any Person (other than the First-Priority Secured
Parties and the First-Priority Collateral Agent upon the request thereof) in commencing, any enforcement, collection, execution,
levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral under any of the applicable
Second-Priority Documents or otherwise in respect of the applicable Second-Priority Obligations.


 






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Section 3.03        Second-Priority
Collateral Agent and Second-Priority Secured Parties Waiver. The Second-Priority Collateral Agent and the Second-Priority
Secured Parties hereby waive any claim they may now or hereafter have against the First-Priority Collateral Agent or any
First-Priority Secured Parties arising out of (i) any actions which the First-Priority Collateral Agent (or any of its representatives)
takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any
Collateral, actions with respect to the foreclosure upon, disposition, release or depreciation of, or failure to realize
upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the Obligations
from any account debtor, guarantor or any other party) in accordance with any relevant First-Priority Collateral Documents or
any other agreement related thereto, or to the collection of the Obligations or the valuation, use, protection or release of
any security for the Obligations, (ii) any election by the First-Priority Collateral Agent (or any of its agents), in any
proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code, or (iii)
subject to Article 6, any borrowing by, or grant of a security interest or administrative expense priority under Section 364
of the Bankruptcy Code by, the Company or any of its Subsidiaries, as debtor-in-possession.


 


Section 3.04       
Actions upon Breach. Should any Second-Priority Representative or any Second-Priority
Secured Party, contrary to this Agreement, in any way, take, attempt to take or threaten to take any action with respect to the
Common Collateral (including any attempt to realize upon or enforce any remedy with respect to this Agreement) or fail to take
any action required by this Agreement, the First-Priority Collateral Agent or any First-Priority Representative or any other First-Priority
Secured Party (in its or their own name or in the name of the Company or any other Grantor) may obtain relief against such Second-Priority
Representative or such Second-Priority Secured Party by injunction, specific performance or other appropriate equitable relief.
Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby (i) agrees
that the First-Priority Secured Parties’ damages from the actions of the Second-Priority Representatives or any Second-Priority
Secured Party may at that time be difficult to ascertain and may be irreparable and waives any defense that the First-Priority
Secured Parties cannot demonstrate damage or be made whole by the awarding of damages and (ii) irrevocably waives any defense based
on the adequacy of a remedy at law and any other defense that might be asserted to bar the remedy of specific performance in any
action that may be brought by the First-Priority Collateral Agent, any First-Priority Representative or any other First-Priority
Secured Party.


 


ARTICLE 4

Payments


 


Section 4.01       
Application of Proceeds. After an Event of Default under (and as defined in) any First-Priority
Document has occurred, and until such Event of Default is cured or waived, so long as the Discharge of First-Priority Obligations
has not occurred, the Common Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection
on, such Common Collateral upon the exercise of remedies, shall be applied by the First-Priority Collateral Agent to the First-Priority
Obligations in such order as specified in the relevant First-Priority Document (subject to the Collateral Trust Agreement)
until the Discharge of First-Priority Obligations has occurred. Upon the Discharge of First-Priority Obligations, the First-Priority
Collateral Agent shall deliver promptly to the Second-Priority Collateral Agent any Common Collateral or proceeds thereof held
by it in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct
to be applied by the Second-Priority Collateral Agent, in such order as specified in the relevant Second-Priority Documents (and
subject to any other applicable intercreditor agreement among the Second-Priority Secured Parties).


 


Section 4.02        Payments
Over. Any Common Collateral or proceeds thereof received by any Second-Priority Representative or any Second-Priority
Secured Party in connection with the exercise of any right or remedy (including setoff) relating to the Common Collateral (or
any distribution in respect of the Common Collateral, whether or not expressly characterized as such) prior to the Discharge
of the First-Priority Obligations shall be segregated and held in trust for the benefit of and forthwith paid over to the
First-Priority Collateral Agent (and/or its designees) for the benefit of the applicable First-Priority Secured
Parties in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise
direct. The First-Priority Collateral Agent is hereby authorized to make any such endorsements as agent for any
Second-Priority Representative or any such Second-Priority Secured Party. This authorization is coupled with an interest and
is irrevocable.


 






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ARTICLE 5

Other Agreements


 


Section 5.01       
Releases.


 


(a)              
If, at any time any Grantor, the First-Priority Collateral Agent or the holder of any First-Priority
Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially
all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner
of such Common Collateral in a transaction not prohibited by any First-Priority Document or (y) otherwise to the extent the
First-Priority Collateral Agent has consented to such sale, transfer or disposition, then (whether or not any Insolvency or Liquidation
Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically
be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations
are released and discharged. Upon delivery to each Second-Priority Representative of a notice from the First-Priority Collateral
Agent or the Company stating that any release of Liens securing or supporting the First-Priority Obligations has become effective
(or shall become effective upon each First-Priority Representative’s release), whether in connection with a sale of such
assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly
execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary
terms (and the Company hereby agrees to deliver any such documents reasonably requested by the First-Priority Collateral Agent
in connection therewith). In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its
Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically
be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations
is released and discharged.


 


(b)              
Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority
Secured Party, hereby irrevocably constitutes and appoints the First-Priority Collateral Agent and any officer or agent of the
First-Priority Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of each Second-Priority Representative or such holder or in the First-Priority Collateral
Agent’s own name, from time to time in the First-Priority Collateral Agent’s discretion, for the purpose of carrying
out the terms of this Section 5.01, to take any and all appropriate action and to execute any and all documents and instruments
that may be necessary or desirable to accomplish the purposes of this Section 5.01, including any termination statements, endorsements
or other instruments of transfer or release.


 


(c)              
Unless and until the Discharge of First-Priority Obligations has occurred, each Second-Priority
Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby consents to the application,
whether prior to or after a default, of proceeds of Common Collateral to the repayment of First-Priority Obligations pursuant to
the First-Priority Documents; provided that nothing in this Section 5.01(c) shall be construed to prevent or impair the
rights of the Second-Priority Representatives or the Second-Priority Secured Parties to receive proceeds in connection with the
Second-Priority Obligations not otherwise in contravention of this Agreement.


 






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(d)              
 Notwithstanding anything to the contrary in any Second-Priority Collateral Document, in the
event the terms of a First-Priority Collateral Document and a Second-Priority Collateral Document each require any Grantor (i)
to make payment in respect of any item of Common Collateral, (ii) to deliver or afford control over any item of Common Collateral
to (to the extent such control can be afforded only to one person under applicable law), or deposit any item of Common Collateral
with, (iii) to register ownership of any item of Common Collateral in the name of or make an assignment of ownership of any Common
Collateral or the rights thereunder to, (iv) cause any securities intermediary, commodity intermediary or other Person acting in
a similar capacity to agree to comply, in respect of any item of Common Collateral, with instructions or orders from, or to treat,
in respect of any item of Common Collateral, as the entitlement holder, (v) hold any item of Common Collateral in trust for (to
the extent such item of Common Collateral cannot be held in trust for multiple parties under applicable law), (vi) obtain
the agreement of a bailee or other third party to hold any item of Common Collateral for the benefit of or subject to the control
of or, in respect of any item of Common Collateral, to follow the instructions of or (vii) obtain the agreement of a landlord with
respect to access to leased premises where any item of Common Collateral is located or waivers or subordination of rights with
respect to any item of Common Collateral in favor of, in any case, both the First-Priority Collateral Agent and any Second-Priority
Representative or Second-Priority Secured Party, such Grantor may, until the applicable Discharge of First-Priority Obligations
has occurred, comply with such requirement under the applicable Second-Priority Collateral Document as it relates to such Common
Collateral by taking any of the actions set forth above only with respect to, or in favor of, the First-Priority Collateral Agent.


 


Section 5.02       
Insurance. Unless and until the Discharge of First-Priority Obligations has occurred,
the First-Priority Collateral Agent and the First-Priority Secured Parties shall have the sole and exclusive right, subject to
the rights of the Grantors under the First-Priority Documents, to adjust settlement for any insurance policy covering the Common
Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting
the Common Collateral. Unless and until the Discharge of First-Priority Obligations has occurred, all proceeds of any such
policy and any such award if in respect of the Common Collateral shall be paid, subject to the rights of the Grantors under the
First-Priority Documents, (a) first, prior to the occurrence of the Discharge of First-Priority Obligations, to the First-Priority
Collateral Agent for the benefit of First-Priority Secured Parties pursuant to the terms of the First-Priority Documents, (b) second,
after the occurrence of the Discharge of First-Priority Obligations, to the Second-Priority Collateral Agent for the benefit
of the Second-Priority Secured Parties pursuant to the terms of the applicable Second-Priority Documents (subject to any applicable
intercreditor agreement among the Second-Priority Secured Parties) and (c) third, if no Second-Priority Obligations are outstanding,
to the owner of the subject property, such other person as may be entitled thereto or as a court of competent jurisdiction may
otherwise direct. If any Second-Priority Representative or any Second-Priority Secured Party shall, at any time, receive any
proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to
the First-Priority Collateral Agent in accordance with the terms of Section 4.02.


 


Section 5.03       
Amendments to Second-Priority Documents.


 


(a)               So
long as the Discharge of the First-Priority Obligations has not occurred, without the prior written consent of the
First-Priority Collateral Agent, no Second-Priority Document may be amended, restated, supplemented or otherwise modified or
entered into to the extent such amendment, supplement or modification, or the terms of any new Second-Priority Document,
would (1) require any scheduled payment of principal (including pursuant to a sinking fund obligation) prior to the maturity
date thereof or accelerate any date upon which a scheduled payment of principal or interest is due, in each case with respect
to any indebtedness outstanding thereunder, (2) shorten the maturity date applicable to any indebtedness incurred thereunder,
(3) add or modify (or have the effect of a modification of) any mandatory prepayment or mandatory redemption provision or
redemption at the option of the holders thereof in a manner that is more favorable to the holders of the applicable
indebtedness, (3) reduce the capacity to incur First-Priority Obligations to an amount
less than the aggregate principal amount of indebtedness (including revolving commitments) under the First-Priority Documents
on the day of any such amendment, restatement, supplement, modification or Refinancing, (4) restrict the ability of the
Grantors to grant liens consistent with the terms of the First-Priority Documents or (5) be prohibited by or inconsistent
with any of the terms of this Agreement or any other First-Priority Document or cause the applicable indebtedness thereunder
to not constitute Junior Lien Obligations (as defined in the First Lien Indenture as in effect on the date thereof). Unless
otherwise agreed to by the First-Priority Collateral Agent, each Grantor agrees that each applicable Second-Priority
Collateral Document shall include language substantially the same as the following paragraph (or language to similar effect
approved by the First-Priority Collateral Agent, such approval not to be unreasonably withheld):


 






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“Notwithstanding
anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative]
for the benefit of the [Second-Priority Secured Parties] pursuant to this Agreement are expressly
subject and subordinate to the liens and security interests granted to (a) U.S. Bank National Association, as collateral trustee
(and its permitted successors), pursuant to the Security Agreement dated June 8, 2020 (as amended, restated, supplemented or otherwise
modified from time to time), by and among Macy’s Propco Holdings, LLC, the other guarantors party thereto and U.S. Bank National
Association, as collateral trustee or (b) any agent or trustee for any Other First-Priority Secured Parties and (ii) the
exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds
(including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions
of the Junior Lien Intercreditor Agreement dated as of [●] (as amended, restated, supplemented or otherwise modified from
time to time, the “Junior Lien Intercreditor Agreement”), by and among U.S.
Bank National Association, in its capacity as the First Lien Collateral Trustee and First Lien Trustee and [●], in
its capacity as the Second Lien Collateral Agent.  In the event of any conflict between the terms of the Junior Lien Intercreditor
Agreement and the terms of this Agreement, the terms of the Junior Lien Intercreditor Agreement shall govern.”


 


(b)              
In the event that the First-Priority Collateral Agent or the First-Priority Secured Parties
enter into any amendment, waiver or consent in respect of or replace any of the First-Priority Collateral Documents for the
purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Priority Collateral
Document or changing in any manner the rights of the First-Priority Collateral Agent, the First-Priority Secured Parties, the Company
or any other Grantor thereunder (including the release of any Liens in First-Priority Collateral), then such amendment, waiver
or consent shall apply automatically to any comparable provision of each Comparable Second-Priority Collateral Document without
the consent of any Second-Priority Representative or any Second-Priority Secured Party and without any action by any Second-Priority
Representative, Second-Priority Secured Party, the Company or any other Grantor; provided, however, that (x) no
such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Collateral
Document, except to the extent that a release of such Lien is provided for in Section 5.01 hereof and (y) written notice of such
amendment, waiver or consent shall have been given to each Second-Priority Representative within 10 Business Days after the effectiveness
of such amendment, waiver or consent.


 






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(c)              
 Notwithstanding the foregoing, without the consent of any Secured Party, any First-Priority
Representative and any Second-Priority Representative may become a party hereto by execution and delivery of a Joinder Agreement
in accordance with and compliance with Section 8.21 of this Agreement and, upon such execution and delivery, such First-Priority
Representative, the First-Priority Secured Parties and the First-Priority Obligations and/or such Second-Priority Representative,
the Second-Priority Secured Parties and the Second-Priority Obligations, as applicable, shall be subject to the terms hereof.


 


Section 5.04       
Rights As Unsecured Creditors. Notwithstanding anything to the contrary in this Agreement,
the Second-Priority Representatives and the Second-Priority Secured Parties may exercise rights and remedies as an unsecured creditor
against the Company or any Subsidiary of the Company that has guaranteed the Second-Priority Obligations in accordance with the
terms of the applicable Second-Priority Documents and applicable law, so long as such rights and remedies do not violate (or are
otherwise not prohibited by) this Agreement. Nothing in this Agreement shall prohibit the receipt by any Second-Priority Representative
or any Second-Priority Secured Party of the required payments of interest and principal so long as such receipt is not the direct
or indirect result of the exercise by any Second-Priority Representative or any Second-Priority Secured Party of rights or remedies
as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect
of Second-Priority Obligations held by any of them. In the event any Second-Priority Representative or any Second-Priority Secured
Party becomes a judgment lien creditor in respect of Common Collateral as a result of its enforcement of its rights as an unsecured
creditor in respect of Second-Priority Obligations, such judgment lien shall be subordinated to the Liens securing First-Priority
Obligations on the same basis as the other Liens securing the Second-Priority Obligations are so subordinated to such Liens securing
First-Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or
remedies the First-Priority Collateral Agent or the First-Priority Secured Parties may have with respect to the First-Priority
Collateral.


 


Section 5.05       
First-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection.


 


(a)              
The First-Priority Collateral Agent agrees to hold the Pledged Collateral that is part of
the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee
and/or gratuitous agent for the benefit of each Second-Priority Representative and any assignee solely for the purpose of perfecting
the security interest granted in such Pledged Collateral pursuant to the Second-Priority Collateral Documents, subject to the terms
and conditions of this Section 5.05.


 


(b)              
The First-Priority Collateral Agent agrees to hold the Deposit Account Collateral (if any)
that is part of the Common Collateral and controlled by the First-Priority Collateral Agent as gratuitous bailee and/or gratuitous
agent for the benefit of each Second-Priority Representative and any assignee solely for the purpose of perfecting the security
interest granted in such Deposit Account Collateral pursuant to the Second-Priority Collateral Documents, subject to the terms
and conditions of this Section 5.05.


 


(c)              
In the event that the First-Priority Collateral Agent (or its agent or bailees) has Lien filings
against intellectual property that is part of the Common Collateral that are necessary for the perfection of Liens in such Common
Collateral, the First-Priority Collateral Agent agrees to hold such Liens as gratuitous bailee and/or gratuitous agent for the
benefit of each Second-Priority Representative and any assignee solely for the purpose of perfecting the security interest
granted in such Liens pursuant to the Second-Priority Collateral Documents, subject to the terms and conditions of this Section
5.05.


 






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(d)              
 Except as otherwise specifically provided herein (including Sections 3.01 and 4.01), until
the Discharge of First-Priority Obligations has occurred, the First-Priority Collateral Agent shall be entitled to deal with the
Pledged Collateral in accordance with the terms of the First-Priority Documents as if the Liens under the Second-Priority Collateral
Documents did not exist. The rights of the Second-Priority Representatives and the Second-Priority Secured Parties with respect
to such Pledged Collateral shall at all times be subject to the terms of this Agreement.


 


(e)              
The First-Priority Collateral Agent shall have no obligation whatsoever to any Second-Priority
Representative or any Second-Priority Secured Party to assure that the Pledged Collateral is genuine or owned by the Grantors or
to protect or preserve rights or benefits of any Person or any rights pertaining to the Common Collateral except as expressly set
forth in this Section 5.05. The duties or responsibilities of the First-Priority Collateral Agent under this Section 5.05 shall
be limited solely to holding the Pledged Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each Second-Priority
Representative for purposes of perfecting the Lien held by the Second-Priority Secured Parties.


 


(f)               
The First-Priority Collateral Agent shall not have by reason of the Second-Priority Collateral
Documents or this Agreement or any other document a fiduciary relationship in respect of any Second-Priority Representative or
any Second-Priority Secured Party and the Second-Priority Representatives and the Second-Priority Secured Parties hereby waive
and release the First-Priority Collateral Agent from all claims and liabilities arising pursuant to the First-Priority Collateral
Agent’s role under this Section 5.05, as gratuitous bailee and/or gratuitous agent with respect to the Common Collateral.


 


(g)              
Upon the Discharge of First-Priority Obligations, the First-Priority Collateral Agent shall
deliver to the Second-Priority Collateral Agent, at the Company’s reasonable expense, to the extent that it is legally permitted
to do so, the Pledged Collateral (if any) and the Deposit Account Collateral (if any) that is part of the Common Collateral together
with any necessary endorsements (or otherwise allow the Second-Priority Collateral Agent to obtain control of such Pledged Collateral
and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct. The Company shall take such further
action as is required to effectuate the transfer contemplated hereby (or, in the case of the Deposit Account Collateral, use commercially
reasonable efforts to effectuate the transfer contemplated hereby) and shall indemnify and/or secure the First-Priority Collateral
Agent for any loss or damage suffered by the First-Priority Collateral Agent as a result of such transfer except for any loss
or damage suffered by the First-Priority Collateral Agent as a result of its own willful misconduct or gross negligence (in each
case as determined in a final nonappealable judgment by a court of competent jurisdiction). The First-Priority Collateral Agent
has no obligation to follow instructions from any Second-Priority Representative in contravention of this Agreement.


 


(h)              
Neither the First-Priority Collateral Agent nor the First-Priority Secured Parties shall be
required to marshal any present or future collateral security for the Company’s or its Subsidiaries’ obligations to
the First-Priority Collateral Agent or the First-Priority Secured Parties under the First-Priority Documents or the First-Priority
Collateral Documents or any assurance of payment in respect thereof or to resort to such collateral security or other assurances
of payment in any particular order, and all of their rights in respect of such collateral security or any assurance of payment
in respect thereof shall be cumulative and in addition to all other rights, however existing or arising.


 


(i)                
The agreement of the First-Priority Collateral Agent to act as gratuitous bailee and/or gratuitous
agent pursuant to this Section 5.05 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2),
9-104(a)(2) and 9-313(c) of the UCC.


 


Section 5.06       
Second-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection.


 






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(a)              
 Upon the Discharge of First-Priority Obligations, the Second-Priority Collateral Agent agrees
to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control
of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of the other Second-Priority Representatives
and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the
applicable Second-Priority Collateral Document, subject to the terms and conditions of this Section 5.06.


 


(b)              
Upon the Discharge of First-Priority Obligations, the Second-Priority Collateral Agent agrees
to hold the Deposit Account Collateral (if any) that is part of the Common Collateral and controlled by the Second-Priority Collateral
Agent as gratuitous bailee and/or gratuitous agent for the benefit of other Second-Priority Representatives and any assignee solely
for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the applicable Second-Priority
Collateral Document, subject to the terms and conditions of this Section 5.06.


 


(c)              
In the event that the Second-Priority Collateral Agent (or its agent or bailees) has Lien
filings against intellectual property that is part of the Common Collateral that are necessary for the perfection of Liens in such
Common Collateral, upon the Discharge of First-Priority Obligations, the Second-Priority Collateral Agent agrees to hold such
Liens as gratuitous bailee and/or gratuitous agent for the benefit of other Second-Priority Representatives and any assignee solely
for the purpose of perfecting the security interest granted in such Liens pursuant to the applicable Second-Priority Collateral
Document, subject to the terms and conditions of this Section 5.06.


 


(d)              
The Second-Priority Collateral Agent, in its capacity as gratuitous bailee and/or gratuitous
agent, shall have no obligation whatsoever to the other Second-Priority Representatives to assure that the Pledged Collateral is
genuine or owned by the Grantors or to protect or preserve rights or benefits of any Person or any rights pertaining to the Common
Collateral except as expressly set forth in this Section 5.06. The duties or responsibilities of the Second-Priority Collateral
Agent under this Section 5.06 upon the Discharge of First-Priority Obligations shall be limited solely to holding the Pledged
Collateral as gratuitous bailee and/or gratuitous agent for the benefit of other Second-Priority Representatives for purposes of
perfecting the Lien held by the applicable Second-Priority Secured Parties.


 


(e)              
The Second-Priority Collateral Agent shall not have by reason of the Second-Priority Collateral
Documents or this Agreement or any other document a fiduciary relationship in respect of the other Second-Priority Representatives
(or the Second-Priority Secured Parties for which such other Second-Priority Representatives are agent) and the other Second-Priority
Representatives hereby waive and release the Second-Priority Collateral Agent from all claims and liabilities arising pursuant
to the Second-Priority Collateral Agent’s role under this Section 5.06, as gratuitous bailee and/or gratuitous agent with
respect to the Common Collateral.


 


(f)                In
the event that the Second-Priority Collateral Agent shall cease to be so designated the Second-Priority Collateral Agent
pursuant to the definition of such term, the then Second-Priority Collateral Agent shall deliver to the successor
Second-Priority Collateral Agent, to the extent that it is legally permitted to do so, the Pledged Collateral (if any) and
the Deposit Account Collateral (if any) together with any necessary endorsements (or otherwise allow the successor
Second-Priority Collateral Agent to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court
of competent jurisdiction may otherwise direct, and such successor Second-Priority Collateral Agent shall perform all duties
of the Second-Priority Collateral Agent as set forth herein. The Company shall take such further action as is required to
effectuate the transfer contemplated hereby (or, in the case of the Deposit Account Collateral, use commercially reasonable
efforts to effectuate the transfer contemplated hereby) and shall indemnify the Second-Priority Collateral Agent for any loss
or damage suffered by the Second-Priority Collateral Agent as a result of such transfer except for any loss or
damage suffered by the Second-Priority Collateral Agent as a result of its own willful misconduct or gross negligence (in
each case as determined in a final nonappealable judgment by a court of competent jurisdiction). The Second-Priority
Collateral Agent has no obligation to follow instructions from the successor Second-Priority Collateral Agent in
contravention of this Agreement


 






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(g)              
The agreement of the Second-Priority Collateral Agent to act as gratuitous bailee and/or gratuitous
agent pursuant to this Section 5.06 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2),
9-104(a)(2) and 9-313(c) of the UCC.


 


Section 5.07       
When Discharge of First-Priority Obligations Deemed to Not Have Occurred. If, at any
time after the Discharge of First-Priority Obligations has occurred, the Company incurs and designates any other First-Priority
Obligations, or the Company or any Grantor enters into any Refinancing of any First-Priority Document evidencing a First-Priority
Obligation, which Refinancing is permitted hereby and by the terms of the Second-Priority Documents, then such Discharge of First-Priority
Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement (other than with respect to any
actions taken prior to the date of such designation as a result of the occurrence of such first Discharge of First-Priority
Obligations), and the obligations under such Refinancing of the First-Priority Document shall automatically be treated as First-Priority
Obligations for all purposes of this Agreement, and the applicable agreement governing such Other First-Priority Obligations shall
automatically be treated as a First-Priority Document (and, upon designation by the Company thereof, the “First Lien Indenture”
hereunder) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral
set forth herein and the granting by the First-Priority Collateral Agent of amendments, waivers and consents hereunder. Upon receipt
of notice of such designation or Refinancing (including the identity of the new First-Priority Collateral Agent), each Second-Priority
Representative shall promptly (i) enter into such documents and agreements (at the expense of the Company), including amendments
or supplements to this Agreement, as the Company or such new First-Priority Collateral Agent shall reasonably request in writing
in order to provide the new First-Priority Representative the rights of the First-Priority Collateral Agent contemplated hereby
and (ii) to the extent then held by any Second-Priority Representative, deliver to the First-Priority Collateral Agent the
Pledged Collateral that is Common Collateral together with any necessary endorsements (or otherwise allow such First-Priority Collateral
Agent to obtain possession or control of such Pledged Collateral).


 


Section 5.08       
No Release Upon Discharge of First-Priority Obligations. Notwithstanding any other
provisions contained in this Agreement, if a Discharge of First-Priority Obligations occurs, the second-priority Liens on the
Second-Priority Collateral securing the Second-Priority Obligations will not be released, except to the extent such Second-Priority
Collateral or any portion thereof was disposed of in order to repay the First-Priority Obligations secured by such Second-Priority
Collateral (including as contemplated under Section 6.09 below) or otherwise as permitted under the First-Priority Documents and
the Second-Priority Documents, as applicable.


 


Section 5.09        Purchase
Option. Without prejudice to the enforcement of the First-Priority Secured Parties’ remedies, the
First-Priority Secured Parties agree that following (a) the acceleration of the First-Priority Obligations in accordance
with the terms of all First-Priority Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each,
a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second-Priority
Secured Parties may request, and the First-Priority Secured Parties hereby offer the Second-Priority Secured Parties the
option, to purchase all, but not less than all, of the aggregate amount of outstanding First-Priority Obligations outstanding
at the time of purchase at par, plus any premium that would be applicable upon prepayment of the First-Priority
Obligations and including all accrued and unpaid interest and fees and expenses as of the date of closing of such
purchase, in accordance with the relevant First-Priority Documents, without warranty or representation or recourse (except
for customary representations and warranties required to be made by assigning lenders pursuant to any assignment agreement
required under any of the First Lien Documents and Other First-Priority Documents). In connection with such purchase, all
issued and undrawn letters of credit constituting First-Priority Obligations shall be cancelled, replaced or cash
collateralized in an amount not less than 105% of the face amount thereof by the purchasing Second-Priority Secured Parties,
or the purchasing Second-Priority Secured Parties shall have provided other similar credit support satisfactory to each
relevant issuer; provided that at such time as all such letters of credit have been cancelled, expired or been fully
drawn, as the case may be, and after all applications described above have been made, any excess cash collateral deposited as
described above shall be returned to the respective purchasers. If such right is exercised, the parties shall endeavor to
close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the
Second-Priority Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually
acceptable to each of the applicable First-Priority Representatives and the applicable Second-Priority Representative. If
none of the Second-Priority Secured Parties exercise such right within the time periods set forth above, the First-Priority
Secured Parties shall have no further obligations pursuant to this Section 5.09 for such Purchase Event and may take any
further actions in their sole discretion in accordance with the First-Priority Documents and this Agreement. The Issuer and
each First-Priority Representative hereby consents to any assignment pursuant to this Section 5.09 to the extent it has a
consent or similar approval right under the assignment provisions of the relevant First-Priority Documents.


 






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ARTICLE 6


 


Insolvency
or Liquidation Proceedings


 


Section 6.01       
Financing Issues.


 


(a)              
If the Company or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding
and the First-Priority Collateral Agent shall desire to permit (or not object to) the use of cash collateral or to permit (or
not object to) the Company or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United
States Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then each Second-Priority
Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (i) objection
to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) such use of cash
collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except
to the extent expressly permitted by the proviso in clause (ii) of Section 3.01(a) and Section 6.03) and, to the extent the Liens
securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing,
will subordinate (and will be deemed to have subordinated) its Liens on the Common Collateral to (x) such DIP Financing (and
all Obligations relating thereto) on the same basis as the other Liens securing the Second-Priority Obligations are so subordinated
to Liens securing First-Priority Obligations under this Agreement, subject to clause (b) of this Section 6.01, (y) any “carve-out”
or administrative charge for professional and United States trustee fees agreed to by the First-Priority Representatives and
(z) all adequate protection liens granted to the First-Priority Secured Parties with respect to any Common Collateral, (ii) objection
to (and will not otherwise contest or join with or support any third party opposing, objecting to or contesting) any motion for
relief from the automatic stay or from any injunction against foreclosure or enforcement in respect of First-Priority Obligations
made by the First-Priority Collateral Agent or any holder of First-Priority Obligations, (iii) objection to (and will not
otherwise contest or join with or support any third party opposing, objecting to or contesting) any lawful exercise by any holder
of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority
Collateral, (iv) objection to (and will not otherwise contest or join with or support any third party opposing, objecting
to or contesting) any other request for judicial relief made in any court by any holder of First-Priority Obligations relating
to the lawful enforcement of any Lien on First-Priority Collateral or (v) objection to (and will not otherwise contest or
join with or support any third party opposing, objecting to or contesting) any order relating to a sale of assets of any Grantor
for which the First-Priority Collateral Agent has consented that provides, to the extent the sale is to be free and clear of Liens,
that the Liens securing the First-Priority Obligations and the Second-Priority Obligations will attach to the proceeds of
the sale (to the extent such proceeds are not applied to repay the First-Priority Obligations) on the same basis of priority as
the Liens securing the First-Priority Collateral rank to the Liens securing the Second-Priority Collateral in accordance with
this Agreement.


 






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(b)              
Notwithstanding the foregoing, the provisions of clause (i) of Section 6.01(a) shall only
be applicable as to the Second-Priority Secured Parties with respect to any use of cash collateral or DIP Financing to the extent
that: (i) the Second-Priority Representatives retain their Liens with respect to the Common Collateral that existed as of the date
of the commencement of the applicable Insolvency or Liquidation Proceeding (including proceeds thereof arising after the commencement
of such Insolvency or Liquidation Proceeding (to the extent such proceeds are not applied to repay the First-Priority Obligations))
and (ii) such DIP Financing is secured by Lien equal or senior to Liens securing First Lien Obligations.


 


(c)              
Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative,
on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall assert a claim under section
507(b) of the Bankruptcy Code.


 


Section 6.02       
Relief from the Automatic Stay. Until the Discharge of First-Priority Obligations has
occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that
none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding or take any
action in respect of the Common Collateral, without the prior written consent of the First-Priority Collateral Agent.


 


Section 6.03        Adequate
Protection. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party,
agrees that none of them shall object or contest (or support any other Person objecting to or contesting) (a) any request by
the First-Priority Collateral Agent or the First-Priority Secured Parties for adequate protection, (b) any objection
by the First-Priority Collateral Agent or the First-Priority Secured Parties to any motion, relief, action or proceeding
based on the First-Priority Collateral Agent’s or the First-Priority Secured Parties’ claiming a lack of
adequate protection or (c) the payment of interest, fees, expenses or other amounts of the First-Priority Collateral Agent,
any First-Priority Representative or any other First-Priority Secured Party under Section 506(b) or 506(c) of
Title 11 of the United States Code or any similar provisions of any other Bankruptcy Law. Notwithstanding the foregoing,
in any Insolvency or Liquidation Proceeding, (i) if the First-Priority Secured Parties (or any subset thereof) are
granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash
collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each
Second-Priority Representative, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request
adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens
securing the First-Priority Obligations and such DIP Financing (and all Obligations relating thereto) on the same basis as
the other Liens securing the Second-Priority Obligations are so subordinated to the Liens securing First-Priority Obligations
under this Agreement and (ii) in the event any Second-Priority Representative, on behalf of itself or any applicable
Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form
of additional collateral, then such Second-Priority Representative, on behalf of itself or each such Second-Priority Secured
Party, agrees that the First-Priority Representatives shall also be granted a senior Lien on such additional collateral as
security for the applicable First-Priority Obligations and any such DIP Financing and that any Lien on such additional
collateral securing the Second-Priority Obligations shall be subordinated to the Liens on such collateral securing the
First-Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to
the First-Priority Secured Parties as adequate protection on the same basis as the other Liens securing the Second-Priority
Obligations are so subordinated to such Liens securing First-Priority Obligations under this Agreement.


 






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Section 6.04       
Preference Issues. If any First-Priority Secured Party is required in any Insolvency
or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Company or any other Grantor (or any
trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential
in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security,
enforcement of any right of setoff or otherwise, then the First-Priority Obligations shall be reinstated to the extent of such
Recovery and deemed to be outstanding as if such payment had not occurred and the First-Priority Secured Parties shall remain entitled
to the benefits of this Agreement until a Discharge of First-Priority Obligations with respect to all such recovered amounts and
shall have all rights hereunder until such time. If this Agreement shall have been terminated prior to such Recovery, this Agreement
shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise
affect the obligations of the parties hereto. Each Second-Priority Representative, for itself and on behalf of each applicable
Second-Priority Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting
or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise,
it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated
and turned over for application in accordance with the priorities set forth in this Agreement.


 


Section 6.05       
Application. This Agreement shall be applicable prior to and after the commencement
of any Insolvency or Liquidation Proceeding. All references herein to any Grantor shall apply to any trustee for such Person and
such Person as debtor in possession. The relative rights as to the Common Collateral and proceeds thereof shall continue after
the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of,
or use of cash collateral by, any Grantor.


 


Section 6.06       
506(c) Claims. Until the Discharge of First-Priority Obligations has occurred, each
Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, will not assert or enforce
any claim under Section 506(c) of the United States Bankruptcy Code senior to or on a parity with the Liens securing the First-Priority
Obligations for costs or expenses of preserving or disposing of any Common Collateral.


 


Section 6.07       
Separate Grants of Security and Separate Classifications; Plans of Reorganization.


 


(a)               Each
Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, acknowledges and
agrees that (i) the grants of Liens pursuant to the First-Priority Collateral Documents and the Second-Priority Collateral
Documents constitute two separate and distinct grants of Liens and (ii) because of, among other things, their differing
rights in the Common Collateral, the Second-Priority Obligations are fundamentally different from the First-Priority
Obligations and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency or
Liquidation Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if
it is held that the claims of the First-Priority Secured Parties and the Second-Priority Secured Parties in respect of
the Common Collateral constitute a single class of claims (rather than separate classes of senior and junior secured claims),
then each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party,
hereby acknowledges and agrees that all distributions shall be made as if there were separate classes of senior and
junior secured claims against the Grantors in respect of the Common Collateral (with the effect being that, to the extent
that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the
Second-Priority Secured Parties), the First-Priority Secured Parties shall be entitled to receive, in addition to amounts
distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of
post-petition interest, fees and expenses (whether or not allowed or allowable) before any distribution is made in respect of
the Second-Priority Obligations, with each Second-Priority Representative, for itself and on behalf of each applicable
Second-Priority Secured Party, hereby acknowledging and agreeing to turn over to the First-Priority Collateral Agent amounts
otherwise received or receivable by them to the extent necessary to effectuate the intent of this sentence, even if such
turnover has the effect of reducing the claim or recovery of the Second-Priority Secured Parties.


 






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(b)              
Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority
Secured Party (whether in the capacity of a secured creditor or an unsecured creditor) shall not propose, vote in favor of, or
otherwise directly or indirectly support any plan of reorganization that is inconsistent with the priorities or other provisions
of this Agreement other than with the prior written consent of the First-Priority Collateral Agent.


 


Section 6.08       
Section 1111(b)(2) Waiver. Each Second-Priority Representative, for itself and on behalf
of the other Second-Priority Secured Parties, waives any claim it may hereafter have against any First-Priority Secured Party arising
out of the election by any First-Priority Secured Party of the application to the claims of any First-Priority Secured Party
of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any sale, use or lease, cash collateral or DIP Financing arrangement
or out of any grant of a security interest in connection with the Common Collateral in any Insolvency or Liquidation Proceeding.


 


Section 6.09       
Asset Sales. Each Second-Priority Representative agrees, for and on behalf of itself
and the applicable Second-Priority Secured Parties represented thereby, that it (i) will not oppose any sale consented to
by the First-Priority Collateral Agent or any First-Priority Representative of any Collateral pursuant to Section 363(f) of
the Bankruptcy Code (or any similar provision under the law applicable to any Insolvency or Liquidation Proceeding), so long as
the Second-Priority Representative, for the benefit of the Second-Priority Secured Parties, shall retain a Lien on the proceeds
of such sale (to the extent such proceeds of such sale are not applied to repay the First-Priority Obligations or otherwise in
accordance with this Agreement) and (ii) shall not have any right to credit bid in any disposition of Collateral in accordance
with sections 363(k) or 1129(b)(2)(A)(ii) of the Bankruptcy Code or otherwise, unless such credit bid contemplates the payment
in full in cash of all First-Priority Obligations on the closing of such disposition.


 


Section 6.10        Reorganization
Securities; Voting. If, in any Insolvency or Liquidation Proceeding, debt obligations of the reorganized debtor secured
by Liens upon any property of the reorganized debtor are distributed, pursuant to a Plan of Reorganization or similar
dispositive restructuring plan, on account of both the First-Priority Obligations and the Second-Priority Obligations, then,
to the extent the debt obligations distributed on account of the First-Priority Obligations and on account of the
Second-Priority Obligations are secured by Liens upon the same assets or property, the provisions of this Agreement will
survive the distribution of such debt obligations pursuant to such plan and will apply with like effect to the Liens securing
such debt obligations. Any such reorganization debt obligations distributed on account of the Second-Priority Obligations
must provide (i) for the payment of interest thereon in kind until such time as the reorganization debt obligations
distributed on account of the First-Priority Obligations are paid in full and Discharged in accordance with the terms thereof
and (ii) for a maturity date and weighted average life to maturity that is later than the maturity date, or longer than the weighted
average life to maturity, as the case may be, of the reorganization debt obligations distributed on account of the
First-Priority Obligations.


 






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Section 6.11       
Post-Petition Interest. Each Second-Priority Secured Party shall not oppose or seek
to challenge any claim by any First-Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of First-Priority
Obligations consisting of claims for post-petition interest, fees, costs, expenses, and/or other charges, under Section 506(b)
of the Bankruptcy Code (or any similar provision of any other Bankruptcy Law) (“Post-Petition Interest”) or
otherwise, to the extent of the value of the Lien of the First-Priority Representative on behalf of the First-Priority Secured
Parties on the First-Priority Collateral (for this purpose ignoring all claims and Liens held by the Second-Priority Secured Parties
on the Common Collateral).


 


ARTICLE 7


 


Reliance;
Waivers; etc.


 


Section 7.01       
Reliance. Other than any reliance on the terms of this Agreement, each First-Priority
Representative, on behalf of itself and each applicable First-Priority Secured Party (other than the First Lien Trustee and the
First Lien Collateral Trustee), acknowledges that it and the applicable First-Priority Secured Parties (other than the First Lien
Trustee and the First Lien Collateral Trustee) have, independently and without reliance on the Second-Priority Collateral Agent
or any Second-Priority Secured Party, and based on documents and information deemed by them appropriate, made their own credit
analysis and decision to enter into the applicable First-Priority Documents, this Agreement and the transactions contemplated hereby
and thereby and they will continue to make their own credit decision in taking or not taking any action under the applicable First-Priority
Documents or this Agreement. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured
Party (other than the Second Lien Trustee and the Second Lien Collateral Agent), acknowledges that it and the applicable Second-Priority
Secured Parties (other than the Second Lien Trustee and the Second Lien Collateral Agent) have, independently and without reliance
on the First-Priority Collateral Agent or any First-Priority Secured Party, and based on documents and information deemed by
them appropriate, made their own credit analysis and decision to enter into the applicable Second-Priority Documents, this
Agreement and the transactions contemplated hereby and thereby and they will continue to make their own credit decision in taking
or not taking any action under the applicable Second-Priority Documents or this Agreement.


 


Section 7.02        No
Warranties or Liability. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority
Secured Party, acknowledges and agrees that neither the First-Priority Collateral Agent nor any First-Priority Secured Party
has made any express or implied representation or warranty, including with respect to the execution, validity, legality,
completeness, collectibility or enforceability of any of the First-Priority Documents, the ownership of any Common Collateral
or the perfection or priority of any Liens thereon. Neither the First-Priority Collateral Agent nor any First-Priority
Secured Party shall have any duty to any Second-Priority Representative or any Second-Priority Secured Party to act or
refrain from acting in a manner that allows, or results in, the occurrence or continuance of an event of default or default
under any agreements with the Company or any Subsidiary thereof (including the Second-Priority Documents), regardless of any
knowledge thereof that they may have or be charged with. Except as expressly set forth in this Junior Lien Intercreditor
Agreement, the First-Priority Collateral Agent, the First-Priority Secured Parties, the Second-Priority Representatives and
the Second-Priority Secured Parties have not otherwise made to each other, nor do they hereby make to each other, any
warranties, express or implied, nor do they assume any liability to each other with respect to (a) the enforceability,
validity, value or collectibility of any of the Second-Priority Obligations, the First-Priority Obligations or any guarantee
or security which may have been granted to any of them in connection therewith, (b) the Company’s or any other
Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly
set forth in this Agreement.


 






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Section 7.03       
Obligations Unconditional. All rights, interests, agreements and obligations of the
First-Priority Collateral Agent and the First-Priority Secured Parties, and the Second-Priority Representatives and the Second-Priority
Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of:


 


(a)              
any lack of validity or enforceability of any First-Priority Documents or any Second-Priority
Documents;


 


(b)              
any change in the time, manner or place of payment of, or in any other terms of, all or any
of the First-Priority Obligations or Second-Priority Obligations, or any amendment or waiver or other modification, including any
increase in the amount thereof, whether by course of conduct or otherwise, of the terms of the First Lien Trustee or any other
First-Priority Document or of the terms of the Second Lien Indenture or any other Second-Priority Document;


 


(c)              
any exchange of any security interest in any Common Collateral or any other collateral, or
any amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of all or any of the First-Priority
Obligations or Second-Priority Obligations or any guarantee thereof;


 


(d)              
the commencement of any Insolvency or Liquidation Proceeding in respect of the Company or
any other Grantor; or


 


(e)              
any other circumstances that otherwise might constitute a defense available to, or a discharge
of, the Company or any other Grantor in respect of the First-Priority Obligations, or of any Second-Priority Representative or
any Second-Priority Secured Party in respect of this Agreement.


 


ARTICLE 8


 


Miscellaneous


 


Section 8.01       
Conflicts. Subject to Section 8.19, in the event of any conflict between the terms
of this Agreement and the terms of any First-Priority Document or any Second-Priority Document, the terms of this Agreement
shall govern. Notwithstanding any other term or provision set forth in this Agreement, nothing herein shall require the First-Priority
Collateral Agent or any of the First-Priority Secured Parties to take any action that would violate any applicable laws.


 


Section 8.02       
Continuing Nature of this Agreement; Severability. Subject to Section 5.07 and Section
6.04, this Agreement shall continue to be effective until the Discharge of First-Priority Obligations shall have occurred. This
is a continuing agreement of lien subordination and the First-Priority Secured Parties may continue, at any time and without notice
to each Second-Priority Representative or any Second-Priority Secured Party, to extend credit and other financial accommodations
and lend monies to or for the benefit of the Company or any other Grantor constituting First-Priority Obligations in reliance hereon.
The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding,
any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 






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Section 8.03        Amendments;
Waivers. No amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made
unless the same shall be in writing signed on behalf of each Second-Priority Representative (or its authorized agent),
each First-Priority Representative (or its authorized agent) and, in the case of any amendment that increases the
obligations, or otherwise adversely affects any right, of the Company hereunder, the Company, and each waiver, if any, shall
be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making
such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding
anything in this Section 8.03 to the contrary, this Agreement may be amended from time to time
at the request of the Company, at the Company’s expense, and without the consent of any First-Priority Representative,
any Second-Priority Representative, any First-Priority Secured Party or any Second-Priority Secured Party or any other Person
then party thereto, but in each case subject to Section 8.21, to (i) add other parties holding Other First-Priority
Obligations (or any agent or trustee therefor) and Other Second-Priority Obligations (or any agent or trustee therefor) in
each case to the extent such Obligations are not prohibited by any First-Priority Document or any Second-Priority Document,
(ii) in the case of Other Second-Priority Obligations, (a) establish that the Lien on the Common Collateral securing such
Other Second-Priority Obligations shall be junior and subordinate in all respects to all Liens on the Common Collateral
securing any First-Priority Obligations and shall share in the benefits of the Common Collateral equally and ratably with or
junior to all Liens on the Common Collateral securing any Second-Priority Obligations (subject to the terms of the applicable
Second-Priority Documents and the Collateral Trust Agreement), and (b) provide to the holders of such Other Second-Priority
Obligations (or any agent or trustee thereof) the comparable rights and benefits (including any improved rights and benefits
that have been consented to by the First-Priority Collateral Agent) as are provided to the holders of Second-Priority
Obligations under this Agreement (subject to the terms of the applicable Second-Priority Documents), (iii) in the case of
Other First-Priority Obligations, (a) establish that the Lien on the Common Collateral securing such Other
First-Priority Obligations shall be superior in all respects to all Liens on the Common Collateral securing any
Second-Priority Obligations and shall share in the benefits of the Common Collateral equally and ratably with all Liens on
the Common Collateral securing any First-Priority Obligations (subject to the terms of the applicable First-Priority
Documents), and (b) provide to the holders of such Other First-Priority Obligations (or any agent or trustee thereof) the
comparable rights and benefits as are provided to the holders of First-Priority Obligations under this Agreement (subject to
the terms of the applicable First-Priority Documents), in each case so long as such modifications are not prohibited by any
First-Priority Document or any Second-Priority Document and (iv) give effect to any Refinancing of any Obligations. In
furtherance thereof, the Company may designate hereunder in writing obligations as a First Lien Indenture (and any Person
operating in such capacity thereunder as a First Lien Trustee or First Lien Collateral Trustee), a Second Lien Document (and
any Person operating in such capacity thereunder as a Second Lien Collateral Agent), Other First-Priority Obligations (and
any Person operating in such capacity thereunder as an Other First-Priority Representative) or Other Second-Priority
Obligations (and any Person operating in such capacity thereunder as an Other Second-Priority Representative), and may
specify that any such obligations constitute a Refinancing of any existing series of Obligations, if the incurrence of such
obligations and related Liens (including the priority thereof) is not prohibited under each of the Financing Documents and
this Agreement. Any such additional party and each First-Priority Representative and Second-Priority Representative shall be
entitled to rely on the determination of an officer of the Company that such modifications are not prohibited by any
First-Priority Document or any Second-Priority Document if such determination is set forth in an officer’s certificate
delivered to such party, the First-Priority Collateral Agent and each Second-Priority Representative. At the request (and
sole expense) of the Company, without the consent of any First-Priority Secured Party or Second-Priority Secured Party, each
of the First-Priority Collateral Agent, the Second-Priority Collateral Agent and each other First-Priority Representative and
Second-Priority Representative shall execute and deliver an acknowledgment and confirmation of such permitted modifications
and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such permitted modifications
(it being understood that such actions shall not be required for the effectiveness of any such modifications).


 






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Section 8.04       
Information Concerning Financial Condition of the Company and the Subsidiaries. The
First-Priority Secured Parties, each Second-Priority Representative and the Second-Priority Secured Parties shall each be responsible
for keeping themselves informed of (a) the financial condition of the Company and the Subsidiaries of the Company and all endorsers
and/or guarantors of the Second-Priority Obligations or the First-Priority Obligations and (b) all other circumstances bearing
upon the risk of nonpayment of the Second-Priority Obligations or the First-Priority Obligations. The First-Priority Collateral
Agent, the First-Priority Secured Parties, each Second-Priority Representative and the Second-Priority Secured Parties shall have
no duty to advise any other party hereunder of information known to it or them regarding such condition or any such circumstances
or otherwise. In the event that the First-Priority Collateral Agent, any First-Priority Secured Party, any Second-Priority
Representative or any Second-Priority Secured Party, in its or their sole discretion, undertakes at any time or from time to time
to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the First-Priority
Collateral Agent, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured
Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness,
truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such
information on any subsequent occasion, (y) to undertake any investigation or (z) to disclose any information that, pursuant to
accepted or reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise required to maintain
confidential.


 


Section 8.05       
Subrogation. Each Second-Priority Representative, on behalf of itself and each applicable
Second-Priority Secured Party, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until
the Discharge of First-Priority Obligations has occurred.


 


Section 8.06       
Application of Payments. Except as otherwise provided herein, all payments received
by the First-Priority Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the First-Priority
Obligations as the First-Priority Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of
the First-Priority Documents and the Collateral Trust Agreement. Except as otherwise provided herein, each Second-Priority Representative,
on behalf of itself and each applicable Second-Priority Secured Party, assents to any such extension or postponement of the time
of payment of the First-Priority Obligations or any part thereof and to any other indulgence with respect thereto, to any substitution,
exchange or release of any security that may at any time secure any part of the First-Priority Obligations and to the addition
or release of any other Person primarily or secondarily liable therefor.


 


Section 8.07        Consent
to Jurisdiction; Waivers. The parties hereto irrevocably and unconditionally agree
that any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in
tort or otherwise, against any party hereto, or any affiliate of thereof, in any way relating to this Agreement or the
transactions relating hereto, shall be tried and litigated only in the courts of the State of New York sitting in Borough of
Manhattan, and in the United States District Court of the Southern District of New York, and any appellate court from any
thereof.  The parties hereto irrevocably and unconditionally submit to the exclusive jurisdiction of any state or
federal court located in the Borough of Manhattan, New York, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and consent that all service of process may be made by
registered mail directed to such party as provided in Section 8.08 for such party. Service so made shall be deemed to be
completed three days after the same shall be posted as aforesaid. The parties hereto waive any objection to any action
instituted hereunder in any such court based on forum non conveniens, and any objection to the venue of any action instituted
hereunder in any such court. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF.


 






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Section 8.08       
Notices. All notices to the First-Priority Secured Parties and the Second-Priority
Secured Parties permitted or required under this Agreement may be sent to the First-Priority Collateral Agent, the Second-Priority
Collateral Agent, or any other First-Priority Representative or Second-Priority Representative as provided in the First Lien
Indenture, the Second Lien Indenture, the relevant First-Priority Document or the relevant Second-Priority Document, as applicable.
Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall
be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and
shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail
or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof,
the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to
each party, at such other address as may be designated by such party in a written notice to all of the other parties. Each First-Priority
Representative hereby agrees to promptly notify each Second-Priority Representative upon payment in full in cash of all indebtedness
under the applicable First-Priority Documents (except for contingent indemnities and cost and reimbursement obligations to the
extent no claim therefor has been made).


 


Section 8.09       
Further Assurances. Each of the Second-Priority Representatives, on behalf of itself
and each applicable Second-Priority Secured Party, and each of the First-Priority Representatives, on behalf of itself and
each applicable First-Priority Secured Party, agrees that each of them shall take such further action and shall execute and deliver
to the First-Priority Collateral Agent and the First-Priority Secured Parties such additional documents and instruments (in recordable
form, if requested) as the First-Priority Collateral Agent or the First-Priority Secured Parties may reasonably request to
effectuate the terms of and the lien priorities contemplated by this Agreement.


 


Section 8.10       
Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE
THE APPLICATION OF ANY OTHER LAW.


 


Section 8.11       
Binding on Successors and Assigns. This Agreement shall be binding upon the First-Priority
Collateral Agent, the other First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Representatives,
the Second-Priority Secured Parties, the Company, the Company’s Subsidiaries party hereto and their respective permitted
successors and assigns.


 


Section 8.12       
Specific Performance. The First-Priority Collateral Agent may demand specific performance
of this Agreement. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party,
hereby irrevocably (x) waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted
to bar the remedy of specific performance in any action that may be brought by the First-Priority Collateral Agent and (y)
agrees that, in connection with the forgoing, the First-Priority Collateral Agent may seek an affirmative injunction to enforce
the Agreement without a requirement to post a bond in connection therewith.


 


Section 8.13       
Section Titles. The section titles contained in this Agreement are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of this Agreement.


 






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Section 8.14       
Counterparts. This Agreement may be executed in one or more counterparts, including
by means of facsimile or in portable document format (pdf), each of which shall be an original and all of which shall together
constitute one and the same document.


 


Section 8.15       
Authorization. By its signature, each Person executing this Agreement on behalf of
a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. Each First-Priority
Representative represents and warrants that this Agreement is binding upon the applicable First-Priority Secured Parties for which
such First-Priority Representative is acting. Each Second-Priority Representative represents and warrants that this Agreement is
binding upon the applicable Second-Priority Secured Parties for which such Second-Priority Representative is acting.


 


Section 8.16       
No Third Party Beneficiaries; Successors and Assigns. This Agreement and the rights
and benefits hereof shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors
and assigns and shall inure to the benefit of each of, and be binding upon, the holders of First-Priority Obligations and Second-Priority
Obligations. No other Person shall have or be entitled to assert rights or benefits hereunder.


 


Section 8.17       
Effectiveness. This Agreement shall become effective when executed and delivered
by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency or Liquidation
Proceeding. All references to the Company or any other Grantor shall include the Company or any other Grantor as debtor and debtor-in-possession
and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.


 


Section 8.18       
First-Priority Representatives and Second-Priority Representatives. It is understood
and agreed that (a) US Bank is entering into this Agreement in its capacity as First Lien Collateral Trustee under the First Lien
Collateral Agreement, and the provisions of Section 6 of the Collateral Trust Agreement applicable to the First Lien Collateral
Trustee thereunder shall also apply to it as First-Priority Collateral Agent and First Lien Collateral Trustee hereunder and (b)
[●] is entering into this Agreement in its capacity as Second Lien Collateral Agent under the Second Lien Indenture, and
the provisions of Article [●] of the Second Lien Indenture applicable to the Second Lien Collateral Agent thereunder shall
also apply to it as Second-Priority Collateral Agent and Second Lien Collateral Agent hereunder. Notwithstanding any term herein
to the contrary, it is hereby expressly agreed and acknowledged that the agreements set forth herein by the First-Priority Collateral
Agent (including in its capacity as First-Priority Representative) are made solely in its capacity as the First-Priority Collateral
Agent hereunder, and not in its individual capacity. In the case of any reference herein to the giving of any consent, approval
or direction by the First-Priority Collateral Agent (including in its capacity as First-Priority Representative), which includes
for the avoidance of doubt any provision in respect of the delivery, revocation or rescission of any notice delivered under Section
3.01 hereof, it is understood in all cases the First-Priority Collateral Agent (including in its capacity as First-Priority Representative)
shall only take such action under this Agreement as directed in writing by the First Priority Secured Parties in accordance with
the terms of the Collateral Trust Agreement (if then in effect) and the First-Priority Documents.


 






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Section 8.19        Relative
Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Sections 5.01
and 5.03(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the
First Lien Indenture, the Second Lien Indenture or any other First-Priority Document or Second-Priority Document entered into
in connection with the First Lien Indenture, the Second Lien Indenture or any other First-Priority Document or
Second-Priority Document or permit the Company or any Subsidiary of the Company to take any action, or fail to take any
action, to the extent such action or failure would otherwise constitute a breach of, or default under, the First Lien
Indenture, the Second Lien Indenture or any other First-Priority Document or Second-Priority Document entered into in
connection with the First Lien Indenture, the Second Lien Indenture or any other First-Priority Document or Second-Priority
Document, (b) change the relative priorities of the First-Priority Obligations or the Liens
granted under the First-Priority Documents on the Common Collateral (or any other assets) as among the First-Priority Secured
Parties or (c) otherwise change the relative rights of the First-Priority Secured Parties in respect of the Common Collateral
as among such First-Priority Secured Parties as set forth in the Collateral Trust Agreement and the First-Priority
Documents or (d) obligate the Company or any Subsidiary of the Company to take any action, or fail to take any action, that
would otherwise constitute a breach of, or default under, the First Lien Indenture, the Second Lien Indenture or any other
First-Priority Document or Second-Priority Document entered into in connection with the First Lien Indenture, the Second
Lien Indenture or any other First-Priority Document or Second-Priority Document. Notwithstanding anything in this Agreement
to the contrary, (i) the First Lien Collateral Trustee and the First Lien Trustee shall be entitled to all of the rights,
protections, immunities and indemnities set forth in the Collateral Trust Agreement (if then in effect) and the
First-Priority Documents as if specifically set forth herein, and (ii) the First Lien Collateral Agent (including in its
capacity as First-Priority Representative) shall be entitled to all of the rights, protections, immunities and indemnities of
the First Lien Collateral Trustee as set forth in the Collateral Trust Agreement (if then in effect) and the First-Priority
Documents as if specifically set forth herein.


 


Section 8.20       
Second-Priority Collateral Agent. The Second-Priority Collateral Agent is executing
and delivering this Agreement solely in its capacity as such and pursuant to directions set forth in the Second Lien Indenture;
and in so doing, the Second-Priority Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for
any purpose. The Second-Priority Collateral Agent shall not have duties or obligations under or pursuant to this Agreement other
than such duties expressly set forth in this Agreement as duties on its part to be performed or observed. In entering into this
Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, the Second-Priority Collateral Agent
shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Second
Lien Indenture and, as applicable, the Second Lien Collateral Agreement.


 


Section 8.21       
Joinder Requirements. The Company may designate additional obligations as Other First-Priority
Obligations or Other Second-Priority Obligations pursuant to this Section 8.21 if (x) the incurrence of such obligations is not
prohibited by any First-Priority Document or Second-Priority Document then in effect and (y) the Company shall have delivered
an officer’s certificate to each First-Priority Representative and each Second-Priority Representative certifying the
same. If not so prohibited, the Company shall (i) notify each of the First-Priority Representative and the Second-Priority
Representative in writing of such designation and (ii) cause the applicable new First-Priority Representative or Second-Priority
Representative to execute and deliver to each other First-Priority Representative and Second-Priority Representative, a Joinder
Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto.


 






    32


     


    

 


Section 8.22       
Intercreditor Agreements.


 


(a)               Each
party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as
among themselves) may each enter into intercreditor agreements (or similar arrangements, including, in the case of the
First-Priority Secured Parties, the Collateral Trust Agreement) with the applicable First-Priority Representatives or
Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the
First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or
all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other
Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common
Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case
so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority
Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor
agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment,
modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral
Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority
Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such
provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof,
including to give effect to any intercreditor agreement (or similar arrangement)).


 


(b)              
In addition, in the event that the Company or any Subsidiary thereof incurs any Obligations
secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority
Obligations, as the case may be, and such Obligations are not designated by the Company as Second-Priority Obligations, then the
First-Priority Collateral Agent and/or Second-Priority Collateral Agent shall upon the request of the Company enter into an
intercreditor agreement with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative
Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights,
benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds
of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral,
in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate
or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as
the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not
be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and
the provisions of this Agreement, the First-Priority Documents and the Second-Priority Documents shall remain in full force and
effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from
time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar
arrangement)).


 


[Remainder of page intentionally
left blank]


 






    33


     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first written above.


 


	 	U.S. BANK NATIONAL
	 	ASSOCIATION,
	 	as First Lien Collateral Trustee, First Lien
	 	Trustee and First-Priority Collateral Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


	 	[_______________],
	 	as Second Lien Collateral Agent and
	 	Second-Priority Collateral Agent
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    34


     


    

 


ACKNOWLEDGMENT


 


The Grantors each hereby
acknowledge that they have received a copy of the foregoing Junior Lien Intercreditor Agreement and consent thereto, agree to recognize
all rights granted thereby to the First Lien Collateral Trustee, and the other First-Priority Secured Parties, and the Second Lien
Collateral Agent, and the other Second-Priority Secured Parties, and waive the provisions of Section 9-615(a) of the UCC in connection
with the application of proceeds of Collateral in accordance with the provisions of the Junior Lien Intercreditor Agreement; provided,
however, that the foregoing shall not, without the consent of Company, impair the rights of any Grantor under the First-Priority
Documents or the Second-Priority Documents. The Grantors each further acknowledge and agree that they are not an intended beneficiary
or third party beneficiary under the foregoing Junior Lien Intercreditor Agreement, as amended, restated, supplemented or otherwise
modified from time to time.


 


[Signatures on following
pages]


 






    


     


    

 



 


Acknowledged as of the
date first written above:


 


	 	Grantors:




  


	 	MACY’S PROPCO HOLDINGS, LLC
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	 	[GUARANTORS]
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  


	 	THE GRANTORS LISTED ON ANNEX I HERETO
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  



    


     


    




 


Annex I

List of Guarantors


  


[To be Attached]


 






    


     


    

 


EXHIBIT A

Joinder Agreement


 


JOINDER AGREEMENT

(Other First-Priority Obligations)


 


JOINDER AGREEMENT (this
 “Agreement”) dated as of [________], [____], delivered by [____________] (the “New Representative”),
as an Other First-Priority Representative, and [[________________] (the “New Collateral Agent”)]2,
as an Other First-Priority Collateral Agent.


 


This Agreement is supplemental
to that certain Junior Lien Intercreditor Agreement, dated as of [●], 2020 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), by and among the parties
(other than the New Representative and the New Collateral Agent) referred to above. This Agreement has been entered into to record
the accession of the New Representative[s] as Other First-Priority Representative[s] under the Junior Lien Intercreditor Agreement
[and to record the accession of the New Collateral Agent as an Other First-Priority Collateral Agent under the Junior Lien Intercreditor
Agreement].


 


ARTICLE I

Definitions


 


SECTION 1.01Capitalized
terms used but not defined herein shall have the meanings assigned thereto in the Junior Lien Intercreditor Agreement.


 


ARTICLE II

Accession


 


SECTION 2.01 [The][/Each]
New Representative agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the Junior Lien
Intercreditor Agreement as an Other First-Priority Representative as if it had originally been party to the Junior Lien Intercreditor
Agreement as an Other First-Priority Representative.


 


SECTION 2.02 [The New
Collateral Agent agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the Junior Lien Intercreditor
Agreement as an Other First-Priority Collateral Agent as if it had originally been party to the Junior Lien Intercreditor Agreement
as an Other First-Priority Collateral Agent.]


 


SECTION 2.03 The New Representative[s]
and the New Collateral Agent confirm[s] that their address details for notices pursuant to the Junior Lien Intercreditor Agreement
[is][/are] as follows: [_____________].


 


SECTION 2.04 [________]
[is][/are] acting in the capacities of Other First-Priority Representative[s] and [________] is acting in its capacity as Other
First-Priority Collateral Agent solely for the Secured Parties under [_____________].


 





 



2 To be included
if applicable.


 






    


     


    

 


ARTICLE III

Miscellaneous


 


SECTION 3.01 This Agreement
shall be governed by, and construed in accordance with, the law of the State of New York.


 


SECTION 3.02 This Agreement
may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute
a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Agreement.


 


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


 


[INSERT SIGNATURE BLOCKS,
INCLUDING

ACKNOWLEDGEMENT BY GRANTORS]


 






    


     


    

 


EXHIBIT B

Joinder Agreement


 


JOINDER AGREEMENT

(Other Second-Priority Obligations)


 


JOINDER AGREEMENT (this
 “Agreement”) dated as of [__________], [_____], delivered by [__________] (the “New Representative”),
as an Other Second-Priority Representative, [and [__________] (the “New Collateral Agent”)]3.


 


This Agreement is supplemental
to that certain Junior Lien Intercreditor Agreement, dated as of [●], 2020 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, the “Junior Lien Intercreditor Agreement”), by and among the parties
(other than the New Representative and the New Collateral Agent) referred to above. This Agreement has been entered into to record
the accession of the New Representative[s] as Other Second-Priority Representative[s] under the Junior Lien Intercreditor Agreement
[and to record the accession of the New Collateral Agent as an Other Second-Priority Collateral Agent under the Junior Lien Intercreditor
Agreement].


 


ARTICLE I

Definitions


 


SECTION 1.01 Capitalized
terms used but not defined herein shall have the meanings assigned thereto in the Junior Lien Intercreditor Agreement.


 


ARTICLE II

Accession


 


SECTION 2.01 [The][/Each]
New Representative agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the Junior Lien
Intercreditor Agreement as an Other Second-Priority Representative as if it had originally been party to the Junior Lien Intercreditor
Agreement as an Other Second-Priority Representative.


 


SECTION 2.02 [The New
Collateral Agent agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the Junior Lien Intercreditor
Agreement as an Other Second-Priority Collateral Agent as if it had originally been party to the Junior Lien Intercreditor Agreement
as an Other Second-Priority Collateral Agent.]


 


SECTION 2.03 The New Representative[s]
and the New Collateral Agent confirm[s] that their address details for notices pursuant to the Junior Lien Intercreditor Agreement
[is][/are] as follows: [_____________].


 


SECTION 2.04 [________]
[is][/are] acting in the capacities of Other Second-Priority Representative[s] and [________] is acting in its capacity as Other
Second-Priority Collateral Agent solely for the Secured Parties under [_____________].


  








 



3 To be included
if applicable.


 






    


     


    

 


ARTICLE III

Miscellaneous


 


SECTION 3.01 This Agreement
shall be governed by, and construed in accordance with, the law of the State of New York.


 


SECTION 3.02 This Agreement
may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute
a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as
delivery of a manually signed counterpart of this Agreement.


 


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


 


[INSERT
SIGNATURE BLOCKS, INCLUDING ACKNOWLEDGEMENT

BY GRANTORS]


  



    


     


    

  


EXHIBIT D


 


Form of Parity Lien Intercreditor Agreement





 






    


     


    

 


[FORM OF] 


 


PARI PASSU INTERCREDITOR AGREEMENT


 


dated as of


 


[ · ]


 


among


 


U.S. BANK NATIONAL ASSOCIATION,

as the Initial Senior Representative and the Collateral Trustee,


 


[________],

as the Initial Additional Representative,


 


and


 


each Additional Parity Lien Representative
from time to time party hereto


 


and acknowledged and agreed to by


 


the Grantors referred to herein


 






    


     


    

 


TABLE
OF CONTENTS


 


Page


 




	Article I. DEFINITIONS	2
	 	 
	Section 1.1	Certain Defined Terms.	2
	 	 	 
	Section 1.2	Rules of Interpretation.	2
	 	 	 
	Article II. AGREEMENTS WITH RESPECT TO BANKRUPTCY or insolvency Proceedings	3
	 	 
	Section 2.1	Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.	3
	 	 	 
	Section 2.2	Reinstatement.	4
	 	 	 
	Section 2.3	Contesting Liens.	4
	 	 	 
	Article III. MISCELLANEOUS	4
	 	 
	Section 3.1	Integration/Conflicts.	4
	 	 	 
	Section 3.2	Effectiveness; Continuing Nature of this Agreement; Severability.	4
	 	 	 
	Section 3.3	Amendments; Waivers.	5
	 	 	 
	Section 3.4	Governing Law;  Jurisdiction; Certain Waivers.	5
	 	 	 
	Section 3.5	Notices.	5
	 	 	 
	Section 3.6	Further Assurances.	5
	 	 	 
	Section 3.7	Binding on Successors and Assigns.	5
	 	 	 
	Section 3.8	Section Headings.	5
	 	 	 
	Section 3.9	Counterparts.	6
	 	 	 
	Section 3.10	Additional Secured Obligations.	6
	 	 	 
	Section 3.11	Authorization.	6
	 	 	 
	Section 3.12	No Third Party Beneficiaries; Provisions Solely to Define Relative Rights.	6
	 	 	 
	Section 3.13	No Indirect Actions.	6
	 	 	 
	Section 3.14	Additional Grantors.	6
	 	 	 
	Section 3.15	Concerning the Initial Senior Representative and Collateral Trustee.	7


 


EXHIBITS


 


	Exhibit A	-	Form of Joinder Agreement (Additional Secured Obligations)
	 	 	 
	Exhibit B	-	Form of Joinder Agreement (Additional Grantors)




 






    i


     


    

 



 


This PARI
PASSU INTERCREDITOR AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time
to time, this “Agreement”) dated as of [ · ], among U.S. BANK NATIONAL ASSOCIATION, as trustee under
the Secured Indenture (in such capacity and together with its successors from time to time in such capacity, the “Initial
Senior Representative”) and as collateral trustee for the Secured Parties (as defined in the Collateral Trust Agreement
(as defined below)) (in such capacity and together with its successors from time to time in such capacity, the “Collateral
Trustee”), [________], as Additional Parity Lien Representative for the Additional Secured Parties (in such capacity
and together with its successors from time to time in such capacity, the “Initial Additional Representative”),
and each Additional Parity Lien Representative from time to time party hereto for the Additional Secured Parties of the Series
with respect to which it is acting in such capacity, and acknowledged and agreed to by Grantors party hereto from time to time.
Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to such terms in the Collateral Trust
Agreement (as defined below).


 


Reference is made to
the Secured Indenture, dated as of June 8, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified
from time to time, the “Secured Indenture”) by and among MACY’S, INC., a Delaware corporation (the “Issuer”),
MACY’S PROPCO HOLDINGS, LLC, an Ohio limited liability company, MACY’S LOGISTICS, LLC, an Ohio limited liability company,
MACY’S MALL REAL ESTATE, LLC, an Ohio limited liability company, BLOOMINGDALE’S REAL ESTATE, LLC, an Ohio limited liability
company, MACY’S USQ, LLC, an Ohio limited liability company, MACY’S BROOKLYN, LLC, an Ohio limited liability company
and MACY’S STATE STREET, LLC, an Ohio limited liability company (collectively, the “Grantors”) and U.S.
BANK NATIONAL ASSOCIATION, as trustee and as collateral trustee, pursuant to which the Issuer issued its 8.375% Senior Secured
Notes due 2025 (together with any additional notes issued under the Secured Indenture, the “Secured Notes”).


 


In connection with the
Secured Indenture, the Grantors, the Initial Senior Representative and the Collateral Trustee entered into that certain Collateral
Trust Agreement, dated as of June 8, 2020, by and among the Grantors from time to time party thereto, the Initial Senior Representative
and each Additional Parity Lien Representative from time to time party thereto, if any (as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, the “Collateral Trust Agreement”).


 


The obligations of the
Issuer and the Grantors under the Secured Indenture and the other Secured Note Documents are secured on a first-priority basis
by liens on certain of the assets of the Grantors pursuant to the terms of the Security Documents.


 


The Secured Note Documents
and the Additional Secured Debt Documents provide, among other things, that the parties thereto shall set forth in this Agreement
certain rights and remedies with respect to the Collateral.


 


In consideration of the
foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, each of the Initial Senior Representative (for itself and on behalf of each other
Senior Secured Note Secured Party), the Collateral Trustee (for itself and on behalf of each Secured Party), the Initial Additional
Representative (for itself and on behalf of each other Additional Secured Party) and each Additional Parity Lien Representative,
intending to be legally bound, hereby agrees as follows:


 






    1


     


    

 


Article
I.


 





DEFINITIONS


 


Section
1.1          
Certain Defined Terms.Capitalized terms used and not otherwise defined herein
shall have the meanings set forth in the Collateral Trust Agreement (whether or not then in effect):


 


“Bankruptcy
Case” has the meaning set forth in ‎Section 2.1(b).


 


“Bankruptcy
Code” means Title 11 of the United States Code, as amended, or any successor statute.


 


“Bankruptcy
Law” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, examinership, insolvency, reorganization or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Declined
Liens” means, with respect to a particular Series, any Lien which the Collateral Trustee expressly declines to
accept on an asset or property.


 


“DIP Financing”
has the meaning set forth in ‎Section 2.1(b).


 


“DIP Financing
Liens” has the meaning set forth in ‎Section 2.1(b).


 


“DIP Lenders”
has the meaning set forth in ‎Section 2.1(b).


 


“Grantors”
has the meaning set forth in the recitals hereto.


 


“Initial Senior
Representative” has the meaning set forth in the introductory paragraph to this Agreement.


 


“Joinder Agreement”
means a document in the form of Exhibit A to this Agreement required to be delivered by a Parity Lien Representative to
the Collateral Trustee and each other Parity Lien Representative in order to create an additional Series of Additional Secured
Obligations or a Refinancing of any Series of Secured Obligations (including the Secured Indenture) and bind the Secured Parties
hereunder.


 


“Secured Indenture”
has the meaning set forth in the second paragraph of this Agreement.


 


Section
1.2                Rules
of Interpretation. The definitions in Section 1.1 shall apply equally to both the
singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed
to have the same meaning and effect as the word “shall”; and the words “asset” and
 “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights. All references herein to
Sections, Exhibits and Schedules shall be deemed references to Sections of, and Exhibits and Schedules to, this Agreement
unless the context shall otherwise require. All references herein to any Person shall be construed to include such
Person’s successors and permitted assigns. Unless otherwise indicated, any reference to any agreement or
instrument will be deemed to include a reference to that agreement or instrument as assigned, amended, supplemented, amended
and restated, or otherwise modified from time to time or replaced in accordance with the terms of this Agreement.


 






    2


     


    

 


AGREEMENTS WITH RESPECT TO BANKRUPTCY or insolvency Proceedings


 


Section
2.1          
Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings. (a)
This Agreement and the Collateral Trust Agreement shall
continue in full force and effect notwithstanding the commencement of any Bankruptcy Proceeding under the Bankruptcy Code,
any other Bankruptcy Law or any other federal, state or foreign bankruptcy,
insolvency or receivership law or other Bankruptcy Law by or against
any Grantor or any of its subsidiaries.


 


(b)         
If any Grantor shall become subject to a case (a “Bankruptcy Case”) under
the Bankruptcy Code and shall, as debtor-in-possession, move for approval of financing (“DIP Financing”) to
be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of
cash collateral under Section 363 of the Bankruptcy Code, each Secured Party agrees that it will not raise any objection to any
such DIP Financing or to the Liens on the Collateral securing such DIP Financing (and all obligations relating thereto, including
any “carve-out” from the Collateral granting administrative priority status or Lien priority to secure the payment
of fees and expenses of the United States Trustee or professionals retained by any debtor or creditors’ committee agreed
to by the Collateral Trustee or by an Act of Required Parity Lien Secured Parties) (“DIP Financing Liens”) or
to any use of cash collateral that constitutes Collateral, unless an Act of Required Parity Lien Secured Parties shall then oppose
or object to such DIP Financing or such DIP Financing Liens or use of cash collateral, in each case so long as (A) the Secured
Parties of each Series retain the benefit of their Liens on all such Collateral pledged to the DIP Lenders, including proceeds
thereof arising after the commencement of such proceeding, with the same priority vis-à-vis all the other Secured Parties
(other than any Liens of the Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy
Case, (B) the Secured Parties of each Series are granted Liens on any additional collateral pledged to any Secured Parties as adequate
protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-à-vis
all the other Secured Parties as set forth in this Agreement (other than any Liens of any Secured Parties constituting DIP Financing
Liens), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the Secured Obligations, such amount
is applied pursuant to Section 4(d) of the Collateral Trust Agreement, and (D) if any Secured Parties are granted adequate protection
with respect to the Secured Obligations subject hereto, including in the form of periodic payments, in connection with such use
of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 4(d) of the Collateral Trust Agreement;
provided that the Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing
over any Collateral subject to Liens in favor of the Secured Parties of such Series or its Parity Lien Representative that shall
not constitute Collateral (unless the Lien in respect thereof constitutes a Declined Lien with respect to such Secured Parties
or their Parity Lien Representative); provided, further, that the Secured Parties receiving adequate protection shall
not object to any other Secured Party receiving adequate protection comparable to any adequate protection granted to such Secured
Parties in connection with a DIP Financing or use of cash collateral, so long as the proceeds of such adequate protection are applied
pursuant to Section 4(d) of the Collateral Trust Agreement. Nothing herein shall prohibit the Collateral Trustee or any Controlling
Claimholder from offering to provide a DIP Financing that does not otherwise violate the terms and conditions of this Agreement.


 









    3


     


    

 


(c)         
 If any Secured Party is granted adequate protection (A) in the form of Liens on any additional
collateral, then each other Secured Party shall be entitled to seek, and each Secured Party will consent and not object to, adequate
protection in the form of Liens on such additional collateral with the same priority vis-à-vis all the other Secured Parties
as set forth in this Agreement, (B) in the form of a superpriority or other administrative claim, then each other Secured Party
shall be entitled to seek, and each Secured Party will consent and not object to, adequate protection in the form of a pari passu
superpriority or administrative claim or (C) in the form of periodic or other cash payments, then the proceeds of such adequate
protection must be applied to all Secured Obligations pursuant to Section 4(d) of the Collateral Trust Agreement.


 


Section
2.2          
Reinstatement.In the event that any of the Secured Obligations shall be paid
in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement
of a preference under Title 11 of the Bankruptcy Code, or any other Bankruptcy Law, or the settlement of any claim in respect thereof),
be required to be returned or repaid, the terms and conditions of this Agreement shall be fully applicable thereto until all such
Secured Obligations shall again have been paid in full in cash. This Section 2.2 shall survive termination of this Agreement.



 


Section
2.3         
Contesting Liens. Each of the Secured Parties agrees that it will not (and hereby
waives any right to) contest or support any other Person in contesting, in any proceeding (including any Bankruptcy Proceeding),
the perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the Secured Parties in all or any
part of the Collateral or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent
or impair (i) the rights of the Collateral Trustee or any Parity Lien Representative to enforce this Agreement or (ii) the rights
of any Secured Party to contest or support any other Person in contesting the enforceability of any Lien purporting to secure obligations
not constituting Secured Obligations.


 


Article
III.


 


MISCELLANEOUS


 


Section
3.1          
Integration/Conflicts.This Agreement, together with the other Secured Debt Documents,
represents the entire agreement of each of the Grantors and the Secured Parties with respect to the subject matter hereof and thereof
and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof and thereof.
There are no promises, undertakings, representations or warranties by any Parity Lien Representative, Collateral Trustee or Secured
Party relative to the subject matter hereof and thereof not expressly set forth or referred to herein or therein. In the event
of any conflict between the provisions of this Agreement and the provisions of the Collateral Trust Agreement, the provisions of
the Collateral Trust Agreement shall govern and control.


 


Section
3.2            Effectiveness;
Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by
the parties hereto. This is a continuing agreement and the Secured Parties of any Series may continue, at any time and
without notice to any Secured Party of any other Series, to extend credit and other financial accommodations and lend monies
to or for the benefit of any Grantor constituting Secured Obligations in reliance hereon. Each Parity Lien Representative and
the Collateral Trustee, on behalf of itself and each other Secured Party represented by it, hereby waives any right it may
have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement
shall survive, and shall continue in full force and effect, in any Bankruptcy Proceeding. Any provision of this Agreement
that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
The parties hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable
provisions. All references to any Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver,
trustee or similar person for the Issuer or any other Grantor (as the case may be) in any Bankruptcy Proceeding. This
Agreement shall terminate and be of no further force and effect with respect to the Collateral Trustee, any Parity Lien
Representative and the Secured Parties represented by such Parity Lien Representative and their Secured Obligations, in
accordance with Sections 7 and 21 (as applicable) of the Collateral Trustee Agreement; provided, however, that
such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such
termination.


 






    4


     


    

 


Section
3.3        
Amendments; Waivers.(a) The provisions of
Section 8 of the Collateral Trust Agreement are set forth herein mutatis mutandus.


 


(b)          
Notwithstanding the foregoing, without the consent of any Secured Party, any Parity Lien Representative
may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 3.10 of this Agreement
and upon such execution and delivery, such Parity Lien Representative, the Collateral Trustee and the Other Secured Parties and
Additional Secured Obligations of the Series for which such Parity Lien Representative and Collateral Trustee is acting shall be
subject to the terms hereof.


 


(c)           
Notwithstanding the foregoing, without the consent of any other Parity Lien Representative
or Secured Party, the Collateral Trustee may effect amendments and modifications to this Agreement to the extent necessary to reflect
any incurrence of any Additional Secured Obligations in compliance with the Secured Indenture, the Collateral Trust Agreement and
the other Secured Debt Documents.


 


Section
3.4          
Governing Law; Jurisdiction; Certain Waivers.The provisions of Sections 16,
17, 18 and 20 of the Collateral Trust Agreement are set forth herein mutatis mutandus. 


 


Section
3.5            
Notices.The provisions of Section 9 of the Collateral Trust Agreement are set
forth herein mutatis mutandus.


 


Section
3.6            Further
Assurances. Each Parity Lien Representative and Collateral Trustee, on behalf of itself and each other Secured Party
represented by it, and the Grantors agree that each of them shall take such further action and shall execute and deliver such
additional documents and instruments (in recordable form, if requested) as any Parity Lien Representative and Collateral
Trustee may reasonably request to effectuate the terms of and the Lien priorities contemplated by this Agreement.


 


Section
3.7         
Binding on Successors and Assigns.This Agreement shall be binding upon each
Additional Parity Lien Representative, the Collateral Trustee, the Secured Parties, the Grantors, and their respective successors
and assigns from time to time. If any of the Additional Parity Lien Representatives and/or the Collateral Trustee resigns or is
replaced pursuant to the applicable Secured Debt Documents, its successor shall be deemed to be a party to this Agreement and shall
have all the rights of, and be subject to all the obligations of, this Agreement. No provision of this Agreement will inure to
the benefit of a trustee, debtor-in-possession, creditor trust or other representative of an estate or creditor of any Grantor,
including where any such trustee, debtor-in-possession, creditor trust or other representative of an estate is the beneficiary
of a Lien securing Collateral by virtue of the avoidance of such Lien in an Insolvency or Liquidation Proceeding.


 


Section
3.8         Section
Headings.Section headings and the Table of Contents used in this Agreement are for convenience
of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement.


 






    5


     


    

 


Section
3.9          
Counterparts.This Agreement may be executed in one or more counterparts and
by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original
for all purposes, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed
signature page to this Agreement by telecopy or electronic transmission (including Adobe pdf file) shall be as effective as delivery
of a manually executed counterpart of this Agreement.


 


Section
3.10        Additional
Secured Obligations. To the extent that the Issuer incurs
Additional Secured Obligations in accordance with the provisions of the Secured
Indenture, the Collateral Trust Agreement and the Additional Secured Debt Documents,
the Additional Parity Lien Representative of any such Additional Secured
Obligations, acting on behalf of the holders of such Additional Secured Obligations and the
holders of such Additional Secured Obligations (such Additional Parity
Lien Representative, the holders in respect of such Additional Secured Obligations and the holders of such Additional
Secured Obligations being referred to as “Additional Secured Parties”),
shall become a party to this Agreement. 


 


(b)         
In order for any Additional Parity Lien Representative to become a party to this Agreement
such Additional Parity Lien Representative shall have executed and delivered an instrument substantially in the form of Exhibit
A (with such changes as may be reasonably approved by the Collateral Trustee and such Additional Parity Lien Representative)
pursuant to which such Additional Parity Lien Representative becomes a Parity Lien Representative hereunder, and such Additional
Secured Obligations and such Series of Additional Secured Obligations and the Additional Secured Parties of such Series become
subject hereto and bound hereby.


 


Section
3.11         Authorization.
By its signature, each Person executing this Agreement, on behalf of such party or Grantor but not in his or her personal
capacity as a signatory, represents and warrants to the other parties hereto that it is duly authorized to execute this
Agreement.


 


Section
3.12      
No Third Party Beneficiaries; Provisions Solely to Define Relative Rights.The
provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the Secured Parties
in relation to one another. None of the Issuer, any other Grantor nor any other creditor thereof shall have any rights or obligations
hereunder, and no such Person is an intended beneficiary or third party beneficiary hereof, except, in each case, as expressly
provided in this Agreement, and no Grantor may rely on the terms hereof. Nothing in this Agreement is intended to or shall impair
the obligations of any Grantor, which are absolute and unconditional, to pay the Secured Obligations as and when the same shall
become due and payable in accordance with their terms. Without limitation of any other provisions of this Agreement, each Grantor
hereby (a) acknowledges that it has read this Agreement and consents hereto, (b) agrees that it will not take any action that
would be contrary to the express provisions of this Agreement and (c) agrees to abide by the requirements expressly applicable
to it under this Agreement.


 


Section
3.13       
No Indirect Actions.Unless otherwise expressly stated, if a party may not take
an action under this Agreement, then it may not take that action indirectly, or support any other Person in taking that action
directly or indirectly. “Taking an action indirectly” means taking an action that is not expressly prohibited for the
party but is intended to have substantially the same effects as the prohibited action. 


 


Section
3.14     
Additional Grantors.Each Grantor agrees that it shall ensure that each of its
Subsidiaries that is or is to become a party to any Secured Debt Document and which grants or purports to grant a Lien on any of
its assets shall either execute this Agreement on the date hereof or shall confirm that it is a Grantor hereunder pursuant to a
joinder agreement substantially in the form attached hereto as Exhibit B that is executed and delivered by such Subsidiary
prior to or concurrently with its execution and delivery of such Secured Debt Document.


 






    6


     


    

 


Section
3.15         
Concerning the Initial Senior Representative and Collateral Trustee.


 


(a)         
Notwithstanding any term herein to the contrary, it is hereby expressly
agreed and acknowledged that the agreements set forth herein by the Initial Senior Representative and/or the Collateral Trustee
are made solely in each of their capacities as the Initial Senior Representative or the Collateral Teustee hereunder, and not in
their individual capacities. 


 


(b)          
Notwithtstanding any term herein to the contrary, in the case of any reference
herein to the giving of any consent, approval or direction by the Initial Senior Representative and/or the Collateral Trustee,
which includes for the avoidance of doubt any provision in respect of the delivery, revocation or rescission of any notice delivered
hereunder, it is understood in all cases the Initial Senior Representative and/or the Collateral Trustee shall only take such action
under this Agreement as directed in writing by the Secured Parties in accordance with the terms of the Collateral Trust Agreement
(if then in effect), the other Security Documents, and the Secured Debt Documents. 


 


(c)            Notwithstanding
anything in this Agreement to the contrary, (i) the Initial Senior Representative and the Collateral Trustee shall be
entitled to all of the rights, protections, immunities and indemnities set forth in the
Collateral Trust Agreement (if then in effect), the other Security Documents, and the Secured Debt Documents as if
specifically set forth herein.


 


(d)          
In connection with its execution and acting hereunder, each of the Collateral
Trustee and the Initial Senior Representative are entitled to all rights, privileges, protections, immunities, benefits and indemnities
provided to them under the Security Documents and any other applicable Secured Debt Documents.


 


[Remainder of this page intentionally left
blank]


 









    7


     


    

 


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


 


	 	U.S. BANK NATIONAL ASSOCIATION,

    as Initial Senior Representative and Collateral Trustee
	 	 
	 	By:	                                                         
	 	Name:
	 	Title:
	 	 
	 	Notice Address:
	 	 
	 	[_____]
	 	 
	 	[________________________],
	 	as Initial Additional Representative
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	Notice Address:
	 	 
	 	[_____]






 


[Signature Page to Pari Passu Intercreditor]


 






    


     


    

 


	Acknowledged and Agreed to
    by:	 
	 	 
	[           
    ],	 
	a [           ]	 
	 	 
	By:	                          	 
	Name:	 
	Title:	 
	 	 
	[            ],	 
	a [            ]	 
	 	 
	By:	 	 
	Name:	 
	Title:	 
	 	 
	Notice Address:	 
	 	 
	[            ]	 







 


[Signature Page to Pari Passu Intercreditor]


 






    


     


    

 


Exhibit A


to Pari Passu Intercreditor Agreement


 


JOINDER AGREEMENT


 


JOINDER NO. [__] dated
as of [_____] (this “Joinder Agreement”) to the PARI PASSU INTERCREDITOR AGREEMENT, dated as of [_____] (as
amended, restated, supplemented or otherwise modified from time to time, the “Pari Passu Intercreditor Agreement”),
among [ ], as Initial Senior Representative, [ ], as Collateral Trustee, [_________], as Initial Additional Representative and
the additional Parity Lien Representatives from time to time party thereto, and acknowledged and agreed to by the Grantors party
thereto from time to time.


 


A.               
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned
to such terms in the Pari Passu Intercreditor Agreement.


 


B.                
As a condition to the ability of the Issuer to incur [Additional Secured Obligations] and
to secure such [Additional Secured Obligations] with the liens and security interests created by the [Additional Secured Debt Documents],
the undersigned Additional Parity Lien Representative (the “New Representative”) are executing this Joinder
Agreement in accordance with the requirements of the Pari Passu Intercreditor Agreement.


 


Accordingly, the New
Representative agrees as follows:


 


SECTION 1.    
In accordance with Section 3.10 of the Pari Passu Intercreditor Agreement, the New Representative
by their signatures below become a Parity Lien Representative and a Collateral Trustee, respectively, under, and the related Additional
Secured Obligations and Additional Secured Parties become subject to and bound by, the Pari Passu Intercreditor Agreement with
the same force and effect as if the New Representative had originally been named therein as a Parity Lien Representative, and hereby
agree to all the terms and provisions of the Pari Passu Intercreditor Agreement applicable to them as Additional Parity Lien Representative
and Additional Secured Parties, respectively.


 


SECTION 2.     
Each of the New Representative represent and warrant to the Collateral Trustee, each other
Parity Lien Representative and the other Secured Parties, individually, that (i) it has full power and authority to enter into
this Joinder Agreement, in its capacity as [agent][trustee], (ii) this Joinder Agreement has been duly authorized, executed and
delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except
as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’
rights generally or by equitable principles relating to enforceability, and (iii) the Additional Secured Debt Documents relating
to such Additional Secured Obligations provide that, upon the New Representative’s entry into this Joinder Agreement, the
Additional Secured Parties represented by them will be subject to and bound by the provisions of the Pari Passu Intercreditor Agreement.


 


SECTION 3.    
This Joinder Agreement may be executed in one or more counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original for all purposes, but
all such counterparts together shall constitute but one and the same instrument. This Joinder Agreement shall become effective
when the Collateral Trustee shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Representative.
Delivery of an executed signature page to this Joinder Agreement by telecopy or electronic transmission (including Adobe pdf file)
shall be as effective as delivery of a manually executed counterpart of this Joinder Agreement.


 






    Exhibit A - Page 1


     


    

 


SECTION 4.       
Except as expressly supplemented hereby, the Pari Passu Intercreditor Agreement shall remain in full force and effect.


 


SECTION 5.        THIS JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING
TO THIS JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES THAT WOULD RESULT IN THE APPLICATION
OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE LAW GOVERNING PERFECTION AND THE EFFECT
OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).


 


SECTION 6.        Any
provision of this Joinder Agreement that is held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof and of the Pari Passu Intercreditor Agreement, and the invalidity
of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties
hereto shall endeavor in good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions.


 


SECTION 7.      
All communications and notices hereunder shall be in writing and given as provided in Section
3.5 of the Pari Passu Intercreditor Agreement. All communications and notices hereunder to the New Representative shall be
given to them at their respective addresses set forth below their signatures hereto.


 


SECTION 8.       
Section 3.6 of the Pari Passu Intercreditor Agreement is hereby incorporated herein
by reference.


 


[Remainder of this page intentionally left
blank]


 









    Exhibit A - Page 2


     


    

 


IN WITNESS WHEREOF, the
New Representative have duly executed this Joinder Agreement to the Pari Passu Intercreditor Agreement as of the day and year first
above written.


 


	 	[NAME OF NEW REPRESENTATIVE],
	 	as [_____] for the holders
    of [_____]
	 	 
	 	By:	
	 	 	Name:	          
	 	 	Title:	



 


	 	Address for notices:
	 	 
	 	 
	 	 
	 	Attention of: 	 
	 	Telecopy: 	 	 




 









    Exhibit A - Page 3


     


    

 


	 	Receipt acknowledged by:
	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION,
	 	as Initial Senior Representative
    and Collateral Trustee
	 	 
	 	By:	                           
	 	 	Name:
	 	 	Title:




 









    Exhibit A - Page 4


     


    

 


Exhibit B


to Pari Passu Intercreditor Agreement


 


GRANTOR JOINDER AGREEMENT


 


GRANTOR JOINDER AGREEMENT
NO. [__] (this “Grantor Joinder Agreement”) dated as of [_____] to the PARI PASSU INTERCREDITOR AGREEMENT
dated as of [_____] (as amended, restated, supplemented or otherwise modified from time to time, the “Pari Passu Intercreditor
Agreement”), among [ ], as Initial Senior Representative and as Collateral Trustee, [_________], as Initial Additional
Representative and the additional Parity Lien Representatives from time to time party thereto, and acknowledged and agreed to by
the Grantors party thereto from time to time.


 


Capitalized terms used
herein but not otherwise defined herein shall have the meanings assigned to such terms in the Pari Passu Intercreditor Agreement.


 


The undersigned, [______________],
a [________________] (the “New Grantor”), wishes to acknowledge and agree to the Pari Passu Intercreditor Agreement
and become a party thereto to the limited extent contemplated by Section 3.14 thereof and to acquire and undertake the rights
and obligations of a Grantor thereunder.


 


Accordingly, the New
Grantor agrees as follows for the benefit of the Parity Lien Representatives, the Collateral Trustee and the other Secured Parties:


 


Section 1.              
Accession to the Pari Passu Intercreditor Agreement. The New Grantor (a) acknowledges
and agrees to, and becomes a party to, the Pari Passu Intercreditor Agreement as a Grantor to the limited extent contemplated by
Section 3.12 thereof, (b) agrees to all the terms and provisions of the Pari Passu Intercreditor Agreement and (c) shall
have all the rights and obligations of a Grantor under the Pari Passu Intercreditor Agreement. This Grantor Joinder Agreement supplements
the Pari Passu Intercreditor Agreement and is being executed and delivered by the New Grantor pursuant to Section 3.14 of
the Pari Passu Intercreditor Agreement.


 


Section 2.            
Representations, Warranties and Acknowledgement of the New Grantor. The New Grantor
represents and warrants to each Additional Parity Lien Representative, the Collateral Trustee and the other Secured Parties that
(a) it has full power and authority to enter into this Grantor Joinder Agreement, in its capacity as Grantor, and (b) this Grantor
Joinder Agreement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation,
enforceable against it in accordance with the terms of this Grantor Joinder Agreement.


 


Section 3.             
Counterparts. This Grantor Joinder Agreement may be executed in one or more counterparts
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original
for all purposes, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Grantor Joinder Agreement or any document or instrument delivered in connection herewith
by telecopy or electronic transmission (including Adobe pdf file) shall be effective as delivery of a manually executed counterpart
of this Grantor Joinder Agreement or such other document or instrument, as applicable.


 


Section 4.             Section
Headings. Section headings used in this Grantor Joinder Agreement are for convenience of reference only, are not part of this
Grantor Joinder Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Grantor
Joinder Agreement.


 






    Exhibit B - Page 1


     


    

 


Section 5.               Benefit of Agreement. The agreements set forth herein or undertaken pursuant hereto are for
the benefit of, and may be enforced by, any party to the Pari Passu Intercreditor Agreement subject to any limitations set forth
in the Pari Passu Intercreditor Agreement with respect to the Grantors.


 


Section 6.              
Governing Law. THIS GRANTOR JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY
ARISING OUT OF OR RELATING TO THIS GRANTOR JOINDER AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE), SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES
THAT WOULD RESULT IN THE APPLICATION OF A DIFFERENT GOVERNING LAW (OTHER THAN ANY MANDATORY PROVISIONS OF THE UCC RELATING TO THE
LAW GOVERNING PERFECTION AND THE EFFECT OF PERFECTION OR PRIORITY OF THE SECURITY INTERESTS).


 


Section 7.             
Severability. Any provision of this Grantor Joinder Agreement that is held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality
or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof and of the Pari
Passu Intercreditor Agreement, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such
provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.


 


Section 8.              
Notices. All communications and notices hereunder shall be in writing and given as
provided in Section 3.5 of the Pari Passu Intercreditor Agreement. All communications and notices hereunder to the New Grantor
shall be given to it at the address set forth under its signature hereto, which information supplements Section 3.5 of the
Pari Passu Intercreditor Agreement.


 









    Exhibit B - Page 2


     


    

 


IN WITNESS WHEREOF,
the New Grantor has duly executed this Grantor Joinder Agreement to the Pari Passu Intercreditor Agreement as of the day and year
first above written.


 


	 	[NAME OF NEW GRANTOR]
	 	 
	 	By:	 
	 	 	Name:	
	 	 	Title:	



 


	 	Address for notices:
	 	 
	 	 
	 	 
	 	Attention of:	 
	 	Telecopy:  	 	 




 






    Exhibit B - Page 3