Neiman Marcus Group LTD LLC The Neiman Marcus Group LLC Mariposa Borrower, INC. The NMG Subsidiary LLC as Issuers and the Subsidiary Guarantors party hereto 14.0% Second Lien Notes due 2024

Exhibit 10.5

EXECUTION VERSION

Neiman Marcus Group LTD LLC
The Neiman Marcus Group LLC
Mariposa Borrower, INC.
The NMG Subsidiary LLC
as Issuers

and

the Subsidiary Guarantors party hereto

14.0% Second Lien Notes due 2024

INDENTURE
Dated as of June 7, 2019

ANKURA TRUST COMPANY, LLC
as Trustee and Notes Collateral Agent

TABLE OF CONTENTS

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INDENTURE, dated as of June 7, 2019 as amended or supplemented from time to time (this “Indenture”), among NEIMAN MARCUS GROUP LTD LLC, a Delaware limited liability company (the “Issuer”), and THE NEIMAN MARCUS GROUP LLC, a Delaware limited liability company (the “LLC Co-Issuer”), MARIPOSA BORROWER, INC., a Delaware corporation (the “Corporate Co-Issuer”), and THE NMG SUBSIDIARY LLC, a Delaware limited liability company (the “New Co-Issuer Subsidiary” and, together with the Corporate Co-Issuer and the LLC Co-Issuer, the “Co-Issuers” and, together with the Issuer, the “Issuers”), the Subsidiary Guarantors party hereto and ANKURA TRUST COMPANY, LLC, as trustee (in such capacity, the “Trustee”) and as collateral agent (in such capacity, the “Notes Collateral Agent”).

Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Holders (as defined herein) of the Notes (as defined herein):

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.1.      Definitions.

“144A Global Note” means a global note substantially in the form of Exhibit A hereto bearing the Global Note Legend, the Guarantor Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“2028 Debentures” means the 7.125% senior debentures due 2028 issued by The Neiman Marcus Group LLC (f/k/a Neiman Marcus Group, Inc.) pursuant to the 2028 Debentures Indenture.

“2028 Debentures Collateral” means (i) the Extended Term Loan Priority Real Estate Collateral, (ii) the Original Term Loan Priority Collateral, (iii) the Notes Priority Real Estate Collateral, (iv) the Notes PropCo Equity Interests and (v) the Extended Term Loan PropCo Equity Interests, in each of case (i) to (v), consisting solely of assets if and to the extent required by the 2028 Debentures Letter Agreement in effect on the Issue Date and/or the “equal and ratable clause” set forth in the 2028 Debentures Indenture in effect on the Issue Date.

“2028 Debentures Indenture” means the indenture dated as of May 27, 1998, by and between The Neiman Marcus Group LLC (f/k/a Neiman Marcus Group, Inc.) and Wilmington Savings Fund Society, FSB, as trustee, as supplemented and/or otherwise modified from time to time, including on or about the date hereof.

“2028 Debentures Letter Agreement” means that certain Letter Agreement, dated as of April 10, 2019, by and among TNMG LLC and certain holders of the 2028 Debentures signatory thereto.

“2028 Debentures Liens” means Liens on the 2028 Debentures Collateral, which Liens have the Required Collateral Lien Priority for Liens securing the 2028 Debentures Obligations.

“2028 Debentures Obligations” means the Indebtedness and the related Obligations under the 2028 Debentures and the other Indebtedness Documents related to the 2028 Debentures.

“ABL Agent” means Deutsche Bank AG New York Branch as Administrative Agent under the ABL Credit Agreement, together with its successors and assigns, and any subsequent or successor administrative agent under the ABL Credit Agreement.

“ABL Availability” means, as of any time, the amount available for borrowing by the Issuers and the Subsidiary Guarantors under the ABL Credit Agreement then in effect.

“ABL Credit Agreement” means that certain Revolving Credit Agreement, dated as of October 25, 2013 (as amended, restated, amended and restated, supplemented, extended, renewed or otherwise modified from time to time), as amended by a certain Fourth Amendment on the Issue Date (the “Issue Date ABL Credit Agreement”) among the Issuer, the Corporate Co-Issuer, the guarantors from time to time party thereto, the financial institutions named therein and the ABL Agent, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, as amended, restated, supplemented, waived, renewed or otherwise modified from time to time, and (if designated by the Issuer) as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including (if designated by the Issuer) any agreement or indenture or commercial paper facilities with banks or other institutional lenders or investors extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder (to the extent permitted under Section 3.3) or altering the maturity thereof or adding Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. Notwithstanding the foregoing, in order for any instrument (other than the Issue Date ABL Credit Agreement, as amended, supplemented, modified or waived from time to time) to be an “ABL Credit Agreement” under this Indenture, the Issuer shall designate such instrument in writing to the Trustee as an “ABL Credit Agreement.”

“ABL Intercreditor Agreement” means the ABL/Term Loan/Notes Intercreditor Agreement, dated as of the Issue Date, among the Notes Collateral Agent, on behalf of the Holders, the Extended Term Loan Agent, the ABL Agent and the Third Lien Notes Collateral Agent, on behalf of the holders of the Third Lien Notes, as such agreement may be amended, modified, supplemented or restated from time to time in accordance with its terms.

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“ABL Liens” means Liens on the Collateral having the Required Collateral Lien Priority for Liens securing the ABL Obligations.

“ABL Obligations” means the Indebtedness and the related Obligations under the ABL Credit Agreement and the other Indebtedness Documents related to the ABL Credit Agreement.

“ABL Priority Collateral” means all of the following Collateral:

(1)           all accounts, but excluding rights to payment for any property that, but for this clause (1), would constitute Term/Notes Priority Collateral that has been or is to be sold, leased, licensed, assigned or otherwise disposed of;

(2)           all chattel paper (including tangible chattel paper and electronic chattel paper) to the extent evidencing, governing, securing or otherwise related to accounts or inventory;

(3)           (x) all deposit accounts and money and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein and (y) all securities, security entitlements and securities accounts, in each case, to the extent constituting cash or Cash Equivalents or representing a claim to Cash Equivalents; provided that the foregoing shall not include (A) the asset sale proceeds account and all cash, checks and other property held therein or credited thereto and (B) any money, cash, checks other negotiable instruments, funds and other evidences of payment that, but for this clause (3), constitute identifiable Term/Notes Priority Proceeds;

(4)           all inventory;

(5)           to the extent involving or governing any of the items referred to in the preceding clauses (1) through (4), all documents, general intangibles (including all payment intangibles but excluding intellectual property), instruments (including promissory notes), commercial tort claims (it being understood that a commercial tort claim does not “involve” or “govern” any of clauses (1) through (4) solely because a claim for money damages is made) and letter-of-credit rights;

(6)           to the extent evidencing or governing any of the items referred to in the preceding clauses (1) through (5), all supporting obligations;

(7)           all books and records relating to the foregoing (including all books, databases, customer lists, engineer drawings, and records, whether tangible or electronic, which contain any information relating to any of the foregoing); and

(8)           all collateral security and guarantees with respect to any of the foregoing and all cash, money, instruments, securities, financial assets, deposit accounts and insurance payments directly received as proceeds of any ABL Priority Collateral (“ABL Priority Proceeds”); provided, however, that no

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proceeds of ABL Priority Proceeds will constitute ABL Priority Collateral unless such proceeds of ABL Priority Proceeds would otherwise constitute ABL Priority Collateral.

“Acquired Indebtedness” means, with respect to any specified Person:

(1)           Indebtedness of any other Person existing at the time such other Person is merged with or into or becomes a Restricted Subsidiary of such specified Person, whether or not such Indebtedness is Incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of such specified Person; and

(2)           Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Ad Hoc Committee of Unsecured Noteholders” means that certain ad hoc committee of Consenting Pre-Transactions Unsecured Noteholders represented by ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

“Additional Notes” means additional Notes (other than the Initial Notes and the PIK Interest Notes) issued from time to time under this Indenture in accordance with this Indenture, it being understood that any Notes issued in exchange for or in replacement of any Initial Notes or PIK Interest Notes shall not be Additional Notes.

“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 purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.  For the avoidance of doubt, (i) no holder of MYT Holdco Series A Preferred Stock shall be deemed to be an Affiliate of the Issuers or the Subsidiary Guarantors solely due to its holdings of MYT Holdco Series A Preferred Stock and (ii) no holder of the Third Lien Notes shall be deemed to be an Affiliate of the Issuers or the Subsidiary Guarantors solely due to the pledge of the MYT Holdco Common Equity (or the exercise of remedies with respect to such pledge).

“After-Pledged Property” means any property (other than property that constitutes the Collateral as of the Issue Date) of an Issuer and any Subsidiary Guarantor that is required under the Notes Documents to be pledged as Collateral to secure the Notes Obligations.

“Agents” means Notes Collateral Agent, Paying Agent and Registrar.

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“Applicable Premium” means, with respect to any Note on any applicable redemption date, the greater of:

(1)           1.0% of the then outstanding principal amount of such Note; and

(2)           the excess, if any, of

(a)           the present value at such redemption date of:

(i)            the redemption price at the First Call Date (such redemption price being set forth in the applicable table in Paragraph 7 of the form of Note set forth in Exhibit A hereto); plus

(ii)           all required interest payments due on such Note through the First Call Date (assuming all such interest is paid in the form of Cash Interest, but excluding accrued and unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points; over

(b)           the then outstanding principal amount of the Note.

Calculation of the Applicable Premium will be made by the Issuer or on behalf of the Issuer by such Person as the Issuer shall designate, provided that such calculation or the correctness thereof shall not be a duty or obligation of the Trustee.

“Applicable Procedures” means, with respect to any transfer, exchange, payment, redemption, offer, communications delivered or other activity of the Depositary, Euroclear and Clearstream on behalf of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer, exchange, payment, redemption, offer, communications delivered or other activity.

“Asset Sale” means:

(1)           the sale, conveyance, transfer or other disposition (whether in a single transaction or a series of related transactions) of property or assets of the Issuer or any Restricted Subsidiary; or

(2)           the issuance or sale of Equity Interests (other than preferred stock of Restricted Subsidiaries issued in compliance with Section 3.3 and directors’ qualifying shares or shares or interests required to be held by foreign nationals or other third parties to the extent required by applicable law) of any Restricted Subsidiary (other than to the Issuer or another Restricted Subsidiary) (whether in a single transaction or a series of related transactions),

(each of the foregoing referred to in this definition as a “disposition”).

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Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale:

(1)           a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities, or of obsolete, damaged, unnecessary, unsuitable or worn out equipment or other assets in the ordinary course of business, or dispositions of property no longer used, useful or economically practicable to maintain in the conduct of the business of the Issuer and its Restricted Subsidiaries (including allowing any registrations or any applications for registration of any intellectual property to lapse or become abandoned);

(2)           the sale, conveyance, lease or other disposition of all or substantially all of the assets of the Issuers in compliance with Section 4.1 or any disposition that constitutes a Change of Control;

(3)           any Restricted Payment that is permitted to be made, and is made, under Section 3.4 or any Permitted Investment;

(4)           dispositions of assets or issuances or sales of Equity Interests of any Restricted Subsidiary with an aggregate Fair Market Value in any calendar year of less than $15.0 million;

(5)           any transfer or disposition of property or assets or issuance or sale of Equity Interests by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to another Restricted Subsidiary;

(6)           the creation of any Lien permitted under this Indenture;

(7)           [Reserved];

(8)           the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable, notes receivable or other current assets held for sale in the ordinary course of business or the conversion of accounts receivable to notes receivable or dispositions of accounts receivable in connection with the collection or compromise thereof;

(9)           the lease, assignment, license, sublicense or sublease of any real or personal property in the ordinary course of business;

(10)         [Reserved];

(11)         [Reserved];

(12)         any exchange of assets for Related Business Assets (including a combination of Related Business Assets and a de minimis amount of cash or Cash Equivalents) of comparable or greater market value, as determined in good faith by the Issuer;

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(13)         (a)           non-exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles; and

(b)           exclusive licenses, sublicenses or cross-licenses of intellectual property or other general intangibles in the ordinary course of business of the Issuer and the Restricted Subsidiaries;

(14)         the surrender or waiver of obligations of trade creditors or customers or other contract rights that were incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or compromise, settlement, release or surrender of a contract, tort or other litigation claim, arbitration or other disputes;

(15)         dispositions arising from foreclosures, condemnations, eminent domain, seizure, nationalization or any similar action with respect to assets, dispositions of property subject to casualty events and (except for purposes of calculating Net Cash Proceeds of any Asset Sale under Section 3.7(b) and Section 3.7(c))  dispositions necessary or advisable (as determined by the Issuer in good faith) in order to consummate any acquisition of any Person, business or assets;

(16)         [Reserved]; and

(17)         to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business, provided that to the extent the property being transferred constitutes Term/Notes Priority Collateral, such replacement property will constitute Term/Notes Priority Collateral.

For the avoidance of doubt, the unwinding of Hedge Agreements will not be deemed to constitute an Asset Sale.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Bankruptcy Law” means the Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, general assignment for the benefit of creditors, moratorium, rearrangement, receivership, examinership, insolvency, reorganization, administration, compromise, scheme of arrangement, voluntary arrangement, or similar federal, state or foreign law for the relief of debtors, adjustment of debts or affecting the rights of creditors generally.

“Beneficial Owner” has the meaning given to that term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will not be deemed to have beneficial ownership of any securities that such “person” has the right to acquire or vote only upon the happening of any future event or

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contingency (including the passage of time) that has not yet occurred.  The terms “Beneficial Ownership,” “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board of Directors” means, as to any Person, the board of directors, board of managers or other governing body of such Person, or if such Person is owned or managed by a single entity, the board of directors, board of managers or other governing body of such entity, and the term “directors” means members of the Board of Directors.

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City or the place of payment are authorized or required by law to close.

“Call Right” means the right of the lenders under the Extended Term Loan Agreement to finance and cause the redemption by the Issuers of the Third Lien Obligations (or, if less than $200.0 million principal amount of Third Lien Obligations are then outstanding, the Second Lien Obligations, following the redemption in full of the Third Lien Obligations), at par, in cash, in an aggregate principal amount equal to $200.0 million, upon the occurrence and during the continuance of an event of default under the Extended Term Loan Agreement, which $200.0 million shall be treated under such Extended Term Loan Agreement as additional Extended Term Loans, including by being secured ratably with all other Extended Term Loans by the same assets and with the same Required Collateral Lien Priority; provided that such additional Extended Term Loans shall have a “first-out” right relative to the other Extended Term Loans, with respect to claims in respect of the Notes Priority Real Estate Collateral and Notes PropCo Equity Interests.

“Call Right Cap Recovery” has the meaning assigned to such term in the Junior Lien Intercreditor Agreement.

“Call Right Collateral” means the Notes Priority Real Estate Collateral and the Notes PropCo Equity Interests.

“Capital Stock” means:

(1)           in the case of a corporation, corporate stock;

(2)           in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3)           in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(4)           any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

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“Capitalized Lease Obligation” means, with respect to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other similar arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as finance or capital leases on a balance sheet of such Person under GAAP (as in effect on the Issue Date, notwithstanding any modification or interpretative change thereto after the Issue Date and excluding the effect to any treatment of leases under Accounting Standards Codification 842 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect)) and, for purposes hereof, the amount of such obligations at any time will be the capitalized amount thereof at such time determined in accordance with GAAP.

“Cash Equivalents” means:

(1)           dollars, Canadian dollars, Japanese yen, pounds sterling, euros or the national currency of any participating member of the European Union or, in the case of any Foreign Subsidiary, any local national currencies held by it from time to time in the ordinary course of business and not for speculation;

(2)           direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case, with maturities not exceeding two years;

(3)           time deposits, eurodollar time deposits, certificates of deposit and money market deposits, in each case, with maturities not exceeding one year from the date of acquisition thereof, and overnight bank deposits, in each case, with any commercial bank having capital, surplus and undivided profits of not less than $250.0 million;

(4)           repurchase obligations for underlying securities of the types described in clauses (2) and (3) above and clause (6) below entered into with a bank meeting the qualifications described in clause (3) above;

(5)           commercial paper or variable or fixed rate notes maturing not more than one year after the date of acquisition issued by a corporation rated at least “P-1” by Moody’s or “A-1” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(6)           securities with maturities of two years or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, having one of the two highest rating categories obtainable from either Moody’s or S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(7)           Indebtedness issued by Persons (other than the Sponsors) with a rating of at least “A-2” by Moody’s or “A” by S&P (or reasonably equivalent

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ratings of another internationally recognized rating agency), in each case, with maturities not exceeding one year from the date of acquisition, and marketable short-term money market and similar securities having a rating of at least “A-2” or “P-2” from either S&P or Moody’s (or reasonably equivalent ratings of another internationally recognized rating agency);

(8)           Investments in money market funds with average maturities of 12 months or less from the date of acquisition that are rated “Aaa3” by Moody’s and “AAA” by S&P (or reasonably equivalent ratings of another internationally recognized rating agency);

(9)           instruments equivalent to those referred to in clauses (1) through (8) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above customarily utilized in the countries where any such Restricted Subsidiary is located or in which such Investment is made; and

(10)         shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (1) through (9) above.

Notwithstanding the foregoing, Cash Equivalents will include amounts denominated in national currencies other than those set forth in clause (1) above; provided that such amounts are converted into any currency listed in clause (1) above as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Cash Management Obligations” means obligations owed by any Issuer or any Subsidiary Guarantor to any other Person in respect of or in connection with Cash Management Services.

“Cash Management Services” means any treasury, depository, pooling, netting, overdraft, stored value card, purchase card (including so called “procurement card” or “P-card”), debit card, credit card, cash management and similar services and any automated clearing house transfer of funds.

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

(a)           any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act, but excluding any employee benefit plan and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than one or more of the Permitted Holders, acquires Beneficial Ownership of Voting Stock of the Issuer representing more than 50% of the aggregate ordinary voting power for the election of directors of the Issuer (determined on a fully diluted basis but without giving effect to contingent voting rights that have not yet vested); or

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(b)           the sale, lease or transfer, in one or a series of related transactions, of all or substantially all the assets of the Issuer and its Restricted Subsidiaries, taken as a whole, to any Person other than one or more of the Permitted Holders.

“Clearstream” means Clearstream Banking, Société Anonyme.

“Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time.

“Collateral” means Extended Term Loan Priority Real Estate Collateral, the Extended Term Loan PropCo Equity Interests, the Original Term Loan Priority Collateral, the ABL Priority Collateral, the Notes Priority Real Estate Collateral and the Notes PropCo Equity Interests.  The Collateral does not include any Excluded Assets.

“Collateral Asset Sale” means an Asset Sale of (i) any Collateral or (ii) any assets of Notes PropCo or Extended Term Loan PropCo.

“Company Order” means a written request or order signed in the name of the Issuers by any Officer of each of the Issuers.

“Company Parties” means, collectively, Neiman Marcus Group, Inc. and each of its Subsidiaries that has executed and delivered the Transaction Support Agreement.

“Consignment Inventory” means any Inventory (as defined in the UCC) held by a grantor on a consignment basis, which Inventory is not owned by a grantor (and would not be reflected on a consolidated balance sheet of Issuers and their Subsidiaries prepared in accordance with GAAP).

“Consignment Proceeds” means any proceeds from the sale of any Consignment Inventory, solely to the extent that such proceeds are identifiable proceeds from the sale of Consignment Inventory and that the Issuer, acting in good faith, identifies such proceeds as such in writing to the Notes Collateral Agent.

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

(1)           increased, in each case to the extent deducted in calculating such Consolidated Net Income (and without duplication), by:

(a)           provision for Tax Distributions based on income, profits or capital, including state, franchise, excise and similar taxes and foreign withholding taxes, paid or accrued, including any penalties and interest relating to any tax examinations, and state taxes in lieu of business fees (including business license fees) and payroll tax credits, income tax credits and similar tax credits, and including an amount equal to the amount of Tax Distributions actually made to the holders of Equity Interests of the Issuer or any Parent Entity in respect of such period (in each case, to the

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extent attributable to the operations of the Issuer and its Subsidiaries), which will be included as though such amounts had been paid as income taxes directly by the Issuer; plus

(b)           Consolidated Interest Expense; plus

(c)           cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock of the Issuer or any Restricted Subsidiary; plus

(d)           all depreciation and amortization charges and expenses; plus

(e)           all:

(i)            losses, charges, fees, costs and expenses relating to the Transactions;

(ii)           transaction fees, costs and expenses incurred in connection with the consummation of any transaction that is out of the ordinary course of business (or any transaction proposed but not consummated) permitted under this Indenture, including equity issuances, investments, acquisitions, dispositions, recapitalizations, mergers, option buyouts and the Incurrence, modification or repayment of Indebtedness permitted to be Incurred under this Indenture (including any Permitted Refinancing Indebtedness in respect thereof) or any amendments, waivers or other modifications under the agreements relating to such Indebtedness or similar transactions; and

(iii)          without duplication of any of the foregoing, non-operating or non-recurring professional fees, costs and expenses for such period; plus

(f)            any expense or deduction attributable to minority equity interests of third parties in any Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Issuer; plus

(g)           the amount of indemnities, fees, charges and expenses paid or accrued to or on behalf of any Parent Entity or any of the Permitted Holders, in each case, to the extent permitted by Section 3.8; plus

(h)           earn-out obligations incurred in connection with any acquisition of any business, assets or Person in accordance with the terms of this Indenture or other Investment; plus

(i)            all charges, costs, expenses, accruals or reserves in connection with the rollover, acceleration or payout of Equity Interests

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held by officers or employees of the Issuer and all losses, charges and expenses related to payments made to holders of options or other derivative Equity Interests in the common equity of the Issuer or any Permitted Parent in connection with, or as a result of, any distribution being made to equityholders of such Person or any of its direct or indirect parents, 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; plus

(j)            all non-cash losses, charges and expenses, including any write-offs or write-downs; provided that if any such non-cash charge represents an accrual or reserve for potential cash items in any future four-fiscal quarter period:

(i)            the Issuer may determine not to add back such non-cash charge in the period for which Consolidated EBITDA is being calculated; and

(ii)           to the extent the Issuer does decide to add back such non-cash charge, the cash payment in respect thereof in such future four-fiscal quarter period will be subtracted from Consolidated EBITDA for such future four-fiscal quarter period; plus

(k)           all costs and expenses in connection with pre-opening and opening of stores, distribution centers and other facilities that were not already excluded in calculating such Consolidated Net Income; and

(2)           decreased, without duplication and to the extent increasing such Consolidated Net Income for such period, by non-cash gains (excluding any non-cash gains that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that were deducted (and not added back) in the calculation of Consolidated EBITDA for any prior period ending after the Issue Date).  For the avoidance of doubt, amortization of tenant and developer allowances will not be deducted pursuant to this clause (2).

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

(1)           the aggregate interest expense of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP, to the extent such expense was deducted in computing Consolidated Net Income (including pay-in-kind interest payments, amortization of original issue discount, the interest component of Capitalized Lease Obligations and net payments and receipts (if any) pursuant to Hedging Agreements relating to interest rates (other than in connection with the early termination thereof) but excluding any non-cash interest expense attributable to the movement in the ▇▇▇▇-to-market valuation of hedging obligations, all amortization and write-offs

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of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees, any expenses resulting from the discounting of the 2028 Debentures as a result of the purchase accounting treatment of the Original Transactions (as defined in the Extended Term Loan Agreement) and the Transactions and all discounts, commissions, fees and other charges associated with any receivables facility), plus

(2)           consolidated capitalized interest of the referent Person and its Restricted Subsidiaries for such period, whether paid or accrued, plus

(3)           any amounts paid or payable in respect of interest on Indebtedness the proceeds of which have been contributed to the referent Person and that has been guaranteed by the referent Person, less

(4)           interest income of the referent Person and its Restricted Subsidiaries for such period;

provided that when determining Consolidated Interest Expense in respect of any four-quarter period ending prior to the first anniversary of the Issue Date, Consolidated Interest Expense will be calculated by multiplying the aggregate Consolidated Interest Expense accrued since the Issue Date by 365 and then dividing such product by the number of days from and including the Issue Date to and including the last day of such period.

For purposes of this definition, interest on Capitalized Lease Obligations will be deemed to accrue at the interest rate reasonably determined by the Issuer to be the rate of interest implicit in such Capitalized Lease Obligations in accordance with GAAP.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the net income (or loss) of such Person and its Restricted Subsidiaries for such period, calculated on a consolidated basis in accordance with GAAP and before any deduction for preferred stock dividends; provided that:

(1)           all net after-tax extraordinary, nonrecurring or unusual gains, losses, income, expenses and charges, and in any event including all restructuring, severance, relocation, consolidation, integration or other similar charges and expenses, contract termination costs, excess pension charges, system establishment charges, start-up or closure or transition costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to curtailments or modifications to pension and post-retirement employee benefit plans, expenses associated with strategic initiatives, facilities shutdown and opening costs, and any fees, expenses, charges or change in control payments (including any transition-related expenses incurred before, on or after the Issue Date), will be excluded;

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(2)           all net after-tax income, loss, expense or charge from abandoned, closed or discontinued operations and any net after-tax gain or loss on the disposal of abandoned, closed or discontinued operations will be excluded;

(3)           all net after-tax gain, loss, expense or charge attributable to business dispositions and asset dispositions other than in the ordinary course of business (as determined in good faith by an Officer of the Issuer) will be excluded;

(4)           all net after-tax income, loss, expense or charge attributable to the early extinguishment or cancellation of Indebtedness, Hedge Agreements or other derivative instruments will be excluded;

(5)           all non-cash gain, loss, expense or charge attributable to the movement in the ▇▇▇▇-to-market valuation of Hedge Agreements or other derivative instruments will be excluded;

(6)           (a) the net income for such period of any Person that is not a Restricted Subsidiary of the referent Person, or that is accounted for by the equity method of accounting, will be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period and (b) the net income for such period will include any ordinary course dividends, distributions or other payments in cash received from any such Person during such period in excess of the amounts included in clause (a) hereof;

(7)           the cumulative effect of a change in accounting principles during such period will be excluded;

(8)           the effects of purchase accounting, fair value accounting or recapitalization accounting adjustments (including the effects of such adjustments pushed down to the referent Person and its Restricted Subsidiaries) resulting from the application of purchase accounting, fair value accounting or recapitalization accounting in relation to any acquisition consummated before or after the Issue Date, and the amortization, write-down or write-off of any amounts thereof, net of Taxes, will be excluded;

(9)           all non-cash impairment charges and asset write-ups, write-downs and write-offs will be excluded;

(10)         all non-cash expenses realized in connection with or resulting from stock option plans, employee benefit plans or agreements or post-employment benefit plans or agreements, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other similar rights will be excluded;

(11)         any costs or expenses incurred in connection with the payment of dividend equivalent rights to option holders pursuant to any management equity

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plan, stock option plan or any other management or employee benefit plan or agreement or post-employment benefit plan or agreement will be excluded;

(12)         accruals and reserves for liabilities or expenses that are established or adjusted as a result of the Transactions within 12 months after the Issue Date will be excluded;

(13)         all amortization and write-offs of deferred financing fees, debt issuance costs, commissions, fees and expenses and expensing of any bridge, commitment or other financing fees, will be excluded;

(14)         any currency translation gains and losses related to changes in currency exchange rates (including remeasurements of Indebtedness and any net loss or gain resulting from Hedge Agreements for currency exchange risk), will be excluded;

(15)         (a) the non-cash portion of “straight-line” rent expense will be excluded and (b) the cash portion of “straight-line” rent expense that exceeds the amount expensed in respect of such rent expense will be included;

(16)         expenses and lost profits with respect to liability or casualty events or business interruption will be disregarded to the extent covered by insurance and actually reimbursed, or, so long as such Person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer, but only to the extent that such amount:

(a)           has not been denied by the applicable carrier in writing; and

(b)           is in fact reimbursed within 365 days of the date on which such liability was discovered or such casualty event or business interruption occurred (with a deduction for any amounts so added back that are not reimbursed with such 365-day period);

provided that any proceeds of such reimbursement when received will be excluded from the calculation of Consolidated Net Income to the extent the expense or lost profit reimbursed was previously disregarded pursuant to this clause (16);

(17)         losses, charges and expenses that are covered by indemnification or other reimbursement provisions in connection with any asset disposition will be excluded to the extent actually reimbursed, or, so long as such Person has made a determination that a reasonable basis exists for indemnification or reimbursement, but only to the extent that such amount is in fact indemnified or reimbursed within 365 days of such determination (with a deduction in the applicable future period for any amount so added back to the extent not so indemnified or reimbursed within such 365 days);

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(18)         (a)           cash costs and expenses in connection with pre-opening and opening of stores, distribution centers and other facilities in an aggregate amount not to exceed $20.0 million for any four-quarter period, and all non-cash pre-opening costs and expenses, will be excluded; and

(b)           all income, loss, charges and expenses associated with stores, distribution centers and other facilities closed in any period, or scheduled for closure within 12 months of the date on which Consolidated Net Income is being calculated, will be excluded; and

(19)         non-cash charges for deferred tax asset valuation allowances will be excluded.

“Consolidated Total Assets” means, as of any date, the total assets of the Issuer and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP, determined based upon the most recent month-end financial statements available internally as of the date of determination, and calculated on a Pro Forma Basis.

“continuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“Contractual Performance Amount” means, with respect to an Event of Default, an amount equal to the redemption price of all then outstanding Notes, calculated in accordance with Paragraph 7 of the form of Note set forth in Exhibit A hereto (including accrued and unpaid interest thereon), as if the date such Event of Default occurred was a redemption date for purposes thereof.

“Control Agreement” means a deposit account control agreement, a securities account control agreement or a commodity account control agreement, as applicable, which provides the Notes Collateral Agent (or other bailee for perfection pursuant to the Intercreditor Agreements) with control of any such accounts, in form and substance reasonably satisfactory to the Notes Collateral Agent, and such other parties thereto in accordance with the Intercreditor Agreements.

“Corporate Co-Issuer” has the meaning set forth in the preamble hereto.

“Corporate Trust Office” will be at the address of the Trustee specified in Section 13.1 or such other address as to which the Trustee may give notice to the Issuers or Holders pursuant to the procedures set forth in Section 13.1.

“Credit Agreement” means:

(1)           the Extended Term Loan Agreement; and

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(2)           whether or not the Extended Term Loan Agreement remains outstanding, if designated by the Issuer in writing to the Trustee to be included in the definition of “Credit Agreement,” one or more:

(a)           debt facilities, indentures or commercial paper facilities providing for revolving credit loans, term loans, notes, debentures, receivables financing (including through the sale of receivables to lenders or to special purpose entities formed to borrow from lenders against such receivables) or letters of credit;

(b)           debt securities, notes, mortgages, guarantees, collateral documents, indentures or other forms of debt financing (including convertible or exchangeable debt instruments or bank guarantees or bankers’ acceptances); or

(c)           instruments or agreements evidencing any other Indebtedness, including Capitalized Lease Obligations, in each case, with the same or different borrowers or issuers,

in each case, as amended, supplemented, modified, extended, restructured, renewed, refinanced, restated, increased (provided that such increase in borrowings is permitted under this Indenture), replaced or refunded in whole or in part from time to time and whether by the same or any other agent, lender or investor or group of lenders or investors.

“Credit Support” means, with respect to any Person and any Indebtedness or other Obligations, (i) such Person’s guarantee of or becoming a direct or indirect obligor with respect to, such Indebtedness or other Obligations, (ii) such Person’s pledge or other hypothecation of its assets to directly or indirectly secure or provide recourse with respect to such Indebtedness or other Obligations, (iii) such Person becoming directly or indirectly liable for such Indebtedness or other Obligations or (iv) such Person providing any other form of direct or indirect credit support for such Indebtedness or other Obligations (including by means of a “keepwell” or other similar commitment).

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

“Customary Intercreditor Agreement” means (a) to the extent executed in connection with the incurrence of Pari Passu Lien Indebtedness, a customary intercreditor agreement in form and substance reasonably acceptable to the Notes Collateral Agent and the Issuer, which agreement shall provide that the Liens on the Collateral securing such Pari Passu Lien Indebtedness shall be Pari Passu Liens, and (b) to the extent executed in connection with the incurrence of Junior Lien Indebtedness, the Junior Lien Intercreditor Agreement or another customary intercreditor agreement in form and substance reasonably acceptable to the Notes Collateral Agent and the Issuer, which agreement shall provide that the Liens on the Collateral securing such Junior Lien Indebtedness shall be Junior Liens.

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“Default” means any event which, but for the giving of notice, lapse of time or both, would be, an Event of Default.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 2.6, substantially in the form of Exhibit A hereto except that such Note will not bear the Global Note Legend and will not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means, with respect to the Global Notes, The Depository Trust Company and any successor thereto.

“Designated Non-cash Consideration” means the Fair Market Value of non-cash consideration received by the Issuer or any Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate of the Issuer, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

“Designated Preferred Stock” means Preferred Stock of the Issuer or any Parent Entity, as applicable (other than Excluded Equity), that is issued after the Issue Date for cash and is so designated as Designated Preferred Stock, pursuant to an Officer’s Certificate of the Issuer, on the issuance date thereof, the cash proceeds of which are contributed to the capital of the Issuer (if issued by Parent or any other Parent Entity).

“Disqualified Stock” means, with respect to any Person, any Equity Interests of such Person that, by its terms (or by the terms of any security into which it is convertible or for which it is puttable, redeemable or exchangeable), in each case, at the option of the holder thereof or upon the happening of any event:

(1)           matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than as a result of a change of control or asset sale; provided that the relevant asset sale or change of control provisions, taken as a whole, are no more favorable in any material respect to holders of such Equity Interests than the asset sale and change of control provisions applicable to the Notes and any purchase requirement triggered thereby may not become operative until compliance with the asset sale and change of control provisions applicable to the Notes (including the purchase of any Notes tendered pursuant thereto)), or

(2)           is convertible or exchangeable for Indebtedness or Disqualified Stock, or

(3)           is redeemable at the option of the holder thereof, in whole or in part,

in each case prior to the date that is 91 days after the earlier of the maturity date of the Notes and the date the Notes are no longer outstanding; provided that only the portion of Equity Interests that so mature or are mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date

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will be deemed to be Disqualified Stock; and provided, further, that if such Equity Interests are issued to any employee or to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Equity Interests will not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability; and provided, further, that any class of Equity Interests of such Person that by its terms authorizes such Person to satisfy its obligations thereunder by delivery of Capital Stock that is not Disqualified Stock will not be deemed to be Disqualified Stock.

“Domestic Subsidiary” means any Restricted Subsidiary that is not a Foreign Subsidiary.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

“Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear system.

“Event of Default” has the meaning ascribed in Section 6.1.

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

“Exchange Offers” means the offers to exchange the Third Lien Notes for Unsecured Notes as described in the Offering Circular under the caption “Summary—The Recapitalization Transactions.”

“Excluded Assets” means:

(a)           all Excluded Equity Interests;

(b)           all leasehold Real Property interests that do not constitute the Issuer’s or its Subsidiaries’ interests in full line stores, Bergdorf ▇▇▇▇▇▇▇ store real properties or warehouse or distributions centers;

(c)           all fee simple Real Property interests acquired after the Issue Date with a fair market value (as determined by an Officer of the Issuer reasonably and in good faith and the Extended Term Loan Agent (in its capacity as collateral agent under the Extended Term Loan Agreement)) of less than or equal to $2.5 million on a per property basis;

(d)           assets of any Foreign Subsidiary that is existing as of the Issue Date to the extent such Foreign Subsidiary is not required to become a Subsidiary Guarantor;

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(e)           assets of any Foreign Subsidiaries or FSHCO, in each case, that is created or acquired after the Issue Date (“Exempted Future Foreign Assets”) with respect to which the grant of Liens thereon securing the Notes Obligations, the Extended Term Loan Obligations or the Non-Participating Term Loan Exchange Obligations would result in materially adverse tax consequences or materially adverse regulatory consequences (in each case, “Material Adverse Consequences”), in each case, as reasonably determined by an Officer of the Issuer reasonably and in good faith and the Extended Term Loan Agent (in its capacity as collateral agent under the Extended Term Loan Agreement) (it being understood for purposes of the foregoing that any asset may be deemed an Exempted Future Foreign Asset due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change in law occurring after the Issue Date, including, for the avoidance of doubt, a change to the Final Regulations under section 956 of the Code, published on May 23, 2019);

(f)            any governmental licenses or state or local franchises, charters and authorizations that are not permitted to be pledged under applicable law;

(g)           any “intent-to-use” applications for trademark or service ▇▇▇▇ registrations filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of the ▇▇▇▇▇▇ Act has been filed, to the extent that, and solely during the period for which, any assignment of an “intent-to-use” application prior to such filing would violate the ▇▇▇▇▇▇ Act;

(h)           any Excluded Account (as defined on the Issue Date in the Extended Term Loan Collateral Agreement);

(i)            vehicles and any other assets subject to certificates of title;

(j)            any letter of credit rights to the extent not perfected as supporting obligations by the filing of a UCC financing statement on the primary Collateral;

(k)           any Issuer’s or Subsidiary Guarantor’s right, title or interest in any lease, license, contract or agreement to which such entity is a party or any of its right, title or interest thereunder to the extent, but only to the extent, that such a grant would, under the terms of such lease, license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability of or create a right of termination in favor of or require the consent of any other party thereto (other than the Issuer or any Subsidiary), such lease, license, contract or agreement (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 of the UCC or any other applicable law (including Title 11 of the United States Code) or principles of equity);

(l)            assets to the extent the granting of a security interest therein would be prohibited or restricted by applicable law, rule or regulation (including any

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requirement to obtain the consent of any Governmental Authority which has not been obtained);

(m)          any Commercial Tort Claim (as defined in the UCC) with an asserted or nominal value not in excess of $5.0 million;

(n)           any assets to the extent the cost, burden, difficulty or consequence of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as reasonably determined by the Issuer and the Extended Term Loan Agent (in its capacity as collateral agent under the Extended Term Loan Agreement);

(o)           (a) any assets and proceeds thereof subject to a Lien permitted under clause (3) of the definition of “Permitted Liens” to the extent that the documents providing for the Indebtedness secured by such Liens do not permit such assets and proceeds thereof to be pledged to the Notes Collateral Agent or (b) any assets subject to a Lien permitted by clause (7) of the definition of “Permitted Liens” so long as the documents providing for such Lien do not permit such assets to be pledged to the Notes Collateral Agent;

(p)           the Specified Credit Card Receivables, any Specified Credit Card Payments and any Specified In-Store Credit Card Payments (in each case, as defined on the Issue Date in the Extended Term Loan Collateral Agreement);

(q)           the Capital One Credit Card Receivables Accounts (as defined on the Issue Date in the Extended Term Loan Collateral Agreement);

(r)            any Consignment Inventory and any Consignment Proceeds; or

(s)            any Leased-Department Inventory and any Leased-Department Proceeds (in each case, as defined on the Issue Date in the Extended Term Loan Collateral Agreement).

In the event any asset described above (1) is an asset described in clauses (a) through (g) or clauses (i) through (n) above and is pledged for the benefit of creditors under any Obligations (other than the Notes Obligations), or (2) is an asset described in clause (h) or clauses (p) through (s) above and is pledged for the benefit of any Obligation listed in the Required Collateral Lien Priority table (other than the Notes Obligations), in each case of clause (1) and (2), such asset shall be pledged as After-Pledged Property with respect to the Notes with the Required Collateral Lien Priority; provided, however, in the case of clause (1), any such asset pledged for the benefit of a third-party creditor under any Obligations (other than an Obligation listed in the Required Collateral Lien Priority table) may be pledged on a first-priority basis to such third-party creditor, followed by subordinated Liens in favor of the Notes Obligations otherwise in accordance with the Required Collateral Lien Priority, but reducing the priority of each Lien described in such Required Collateral Lien Priority table by one level of Lien priority and giving effect to the first-priority Liens of such third-party creditor on such subject asset).

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An Officer of the Issuer shall evaluate whether the Material Adverse Consequences still apply to any Exempted Future Foreign Assets pursuant to clause (e) above on no less than a quarterly basis. An Exempted Future Foreign Asset shall no longer be an Excluded Asset under clause (e) above upon the earlier to occur of (A) the tenth Business Day after an Officer determines that the Material Adverse Consequences no longer apply to such Exempted Future Foreign Asset and (B) the date a Lien on such Exempted Future Foreign Asset is granted to secure any other Obligations of the Issuers or the Subsidiary Guarantors.

“Excluded Equity” means:

(a)           Disqualified Stock;

(b)           any Equity Interests issued or sold to a Restricted Subsidiary or any employee stock ownership plan or trust established by the Issuer or any of its Subsidiaries (to the extent such employee stock ownership plan or trust has been funded by the Issuers or any Restricted Subsidiaries); and

(c)           any Equity Interest that has already been used or designated (x) as (or the proceeds of which have been used or designated as) Designated Preferred Stock, or (y) to increase the amount available under clause (15) of the definition of “Permitted Investments.”

“Excluded Equity Interests” means any and all of the following Equity Interests, whether now owned or hereafter acquired:

(a)           interests in partnerships, joint ventures and non-wholly owned subsidiaries which cannot be pledged without the consent of one or more unaffiliated third parties or not permitted by the terms of such person’s organizational or joint venture documents (so long as such prohibition did not arise as part of the acquisition or formation thereof or in anticipation of a pledge to secure the Notes Obligations);

(b)           Equity Interests in not-for-profit subsidiaries;

(c)           to the extent applicable law requires that a Subsidiary of such pledging Issuer or Subsidiary Guarantor issue directors’ qualifying shares, nominee shares or similar shares which are required by applicable law to be held by Persons other than the such Issuer or Subsidiary Guarantor, such qualifying shares, nominee shares or similar shares held by Persons other than the Issuer or Subsidiary Guarantor, as applicable;

(d)           any Equity Interests (including Equity Interests in captive insurance subsidiaries) if, to the extent and for so long as the pledge of such Equity Interests hereunder is prohibited or restricted by any applicable law, including any requirement to obtain consent of any Governmental Authority which has not been obtained (other than to the extent such prohibition would be rendered ineffective under the UCC or any other applicable law); provided that

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such Equity Interests shall cease to be Excluded Equity Interests at such time as such prohibition ceases to be in effect; or

(e)           any Equity Interests of Foreign Subsidiaries or FSHCOs (“Excluded Foreign Equity Interests”) in each case with respect to which the grant of Liens thereon securing the Notes Obligations, the Extended Term Loan Obligations or the Non-Participating Term Loan Exchange Obligations would result in Material Adverse Consequences, in each case, as reasonably determined by an Officer of the Issuer reasonably and in good faith and the Extended Term Loan Agent (in its capacity as collateral agent under the Extended Term Loan Agreement) (it being understood for purposes of the foregoing that any Equity Interests may be deemed to be Excluded Foreign Equity Interests due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change in law occurring after the Issue Date, including, for the avoidance of doubt, a change to the Final Regulations under section 956 of the Code, published on May 23, 2019).

An Officer of the Issuer shall re-evaluate whether the Material Adverse Consequences still apply to any Excluded Foreign Equity Interests pursuant to clause (e) above on no less than a quarterly basis.  An Excluded Foreign Equity Interest shall no longer be an Excluded Foreign Equity Interest under clause (e) above upon the earlier to occur of (A) the tenth Business Day after an Officer determines that the Material Adverse Consequences no longer apply to such Excluded Foreign Equity Interest and (B) the date a Lien on such Excluded Foreign Equity Interest is granted to secure any other Obligations of the Issuers or the Subsidiary Guarantors.

“Excluded Subsidiary” means any:

(a)           (i) Unrestricted Subsidiary, (ii) captive insurance Subsidiary, and (iii) not-for-profit Subsidiary;

(b)           Subsidiary that is not a Wholly Owned Subsidiary of the Issuer, only to the extent such Subsidiary was created, formed or acquired in connection with a Permitted Acquisition;

(c)           Foreign Subsidiary or FSHCO acquired or created after the Issue Date and with respect to which (i) an Officer of the Issuer reasonably and in good faith and the Extended Term Loan Agent have determined that making such Subsidiary a Subsidiary Guarantor is not practicable (including as a result of local law in the jurisdiction in which such Subsidiary is organized or other applicable law, rule or regulation), or (ii) an Officer of the Issuer reasonably and in good faith and the Extended Term Loan Agent determine that the burden or cost (including as a result of any adverse changes in applicable tax laws) of providing a guarantee from such Subsidiary outweigh the benefit of the guaranty afforded thereby (it being understood for purposes of each of the foregoing that any such Subsidiary Guarantee may be released due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change

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in law occurring after the Issue Date, including, for the avoidance of doubt, a change to the Final Regulations under section 956 of the Code, published on May 23, 2019); and

(d)           Subsidiary if acting as a Subsidiary Guarantor, or its Guarantee, would (i) be prohibited by law or regulation or (ii) require a governmental or third-party consent, approval, license or authorization;

in each case, unless the Issuer determines in its sole discretion, upon written notice to the Notes Collateral Agent, that any of the foregoing Persons should not be an Excluded Subsidiary until the date on which the Issuer has informed the Notes Collateral Agent that it elects to have such Person be an Excluded Subsidiary; provided that the Subsidiary Guarantee and the security interest provided by such Person is full and unconditional and fully enforceable in the jurisdiction of organization of such Person.

With respect to any Foreign Subsidiary or FSHCO that is an Excluded Subsidiary under clause (c) above, an Officer of the Issuer shall re-evaluate whether the conditions described in sub clause (i) or (ii) that caused such Foreign Subsidiary or FSHCO to be an Excluded Subsidiary under clause (c) above (the “Exclusion Conditions”) still are applicable to such Foreign Subsidiary or FSHCO no less than quarterly.  A Foreign Subsidiary or FSHCO shall no longer be an Excluded Subsidiary under clause (c) above upon the earliest to occur of (A) the tenth Business Day after an Officer determines that the Exclusion Conditions no longer apply to such Foreign Subsidiary or FSHCO, (B) the date a Lien on such Foreign Subsidiary or FSHCO  is granted to secure any other Obligations of the Issuers or the Subsidiary Guarantors and (C) the date such Foreign Subsidiary or FSHCO provides Credit Support for any Indebtedness of the Issuers or any Subsidiary Guarantors.

“Extended Post-Closing Period” means the Initial Post-Closing Period automatically extended by an additional 30 days.

“Extended Term Loan Agent” means Credit Suisse AG, as Administrative Agent under the Extended Term Loan Agreement, together with its successors or assigns, and any subsequent administrative agent under the Extended Term Loan Agreement.

“Extended Term Loan Agreement” means the amended or amended and restated credit agreement to be entered into on or around the Issue Date (the “Issue Date Extended Term Loan Agreement”) among the Issuer, the LLC Co-Issuer, the New Co-Issuer Subsidiary, the financial institutions named therein and the Extended Term Loan Agent, amending or amending and restating in its entirety the Pre-Transactions Term Loan Agreement, including any notes, mortgages, guarantees, collateral documents, instruments and agreements executed in connection therewith, in each case as amended, restated, supplemented, waived, renewed or otherwise modified from time to time, and (if designated by the Issuer) as replaced (whether or not upon termination, and whether with the original lenders or otherwise), restructured, repaid, refunded, refinanced or otherwise modified from time to time, including (if designated by the Issuer) any agreement or indenture or commercial paper facilities with banks or other institutional lenders or

25

investors extending the maturity thereof, refinancing, replacing or otherwise restructuring all or any portion of the Indebtedness under such agreement or agreements or indenture or indentures or any successor or replacement agreement or agreements or indenture or indentures or increasing the amount loaned or issued thereunder permitted under Section 3.3 or altering the maturity thereof or adding Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. Notwithstanding the foregoing, in order for any instrument (other than the Issue Date Extended Term Loan Agreement, as amended, supplemented, modified or waived from time to time) to be an “Extended Term Loan Agreement” under this Indenture, the Issuer shall designate such instrument in writing to the Trustee as an “Extended Term Loan Agreement.”

“Extended Term Loan Liens” means Liens on the Collateral, which Liens have the Required Collateral Lien Priority for Liens securing the Extended Term Loan Obligations.

“Extended Term Loan Obligations” means the Indebtedness and related Obligations under the Extended Term Loan Agreement and the Obligations under other Indebtedness Documents related to the Extended Term Loans (but not including, for the avoidance of doubt, Non-Participating Term Loan Obligations and Non-Participating Term Loan Exchange Obligations).

“Extended Term Loan PropCo” means NMG Term Loan PropCo LLC, a Delaware limited liability company that is a Subsidiary of the Issuer formed to hold the Extended Term Loan Priority PropCo Assets.

“Extended Term Loan PropCo Equity Interests” means the Equity Interests of Extended Term Loan PropCo.

“Extended Term Loans” means the term loans extended by the lenders under the Extended Term Loan Agreement beyond the maturity date contemplated by the Pre-Transactions Term Loan Agreement (but not including, for the avoidance of doubt, Non-Participating Term Loans and Non-Participating Term Loan Exchange Indebtedness).

“Fair Market Value” means, with respect to any asset or property, the price that could be negotiated in an arm’s-length, free market transaction, for cash, between a willing seller and a willing and able buyer, neither of whom is under undue pressure or compulsion to complete the transaction (as determined in good faith by the senior management or the Board of Directors of the Issuer, whose determination will be conclusive for all purposes under this Indenture and the Notes).

“First Call Date” means June 7, 2021.

“First Lien” means, with respect to any Collateral, the Lien on such Collateral securing the Extended Term Loan Obligations as of the Issue Date and any Lien on such Collateral that has the same priority as that of the Lien on such Collateral securing the Extended Term Loan Obligations as of the Issue Date, including any Lien

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thereon securing the 2028 Debentures Obligations to the extent such Lien is pari passu with the Lien thereon securing the Extended Term Loan Obligations, as applicable.

“Foreign Subsidiary” means a Restricted Subsidiary not organized or existing under the laws of the United States of America, any state thereof or the District of Columbia.

“FSHCO” means any Domestic Subsidiary substantially all the assets of which are Equity Interests or Indebtedness of one or more Foreign Subsidiaries that are treated as controlled foreign corporations within the meaning of Section 957 of the Code.

“GAAP” means, generally accepted accounting principles in the United States of America as in effect from time to time, including those 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 approved by a significant segment of the accounting profession (but excluding the policies, rules and regulations of the SEC applicable only to public companies); provided that the Issuer may at any time elect by written notice to the Trustee to fix GAAP as in effect on the date specified in such notice and, upon any such notice, references herein to GAAP will thereafter be construed to mean for all purposes of this Indenture (other than for financial reporting purposes):

(a)           for periods beginning on and after the date specified in such notice, GAAP as in effect on the date specified in such notice; and

(b)           for prior periods, GAAP as in effect from time to time during such periods.  Notwithstanding anything to the contrary above or in the definition of Capitalized Lease Obligations, in the event of a change under GAAP (or the application thereof) requiring any leases to be capitalized that are not required to be capitalized as of the Issue Date, only those leases that would result or would have resulted in Capitalized Lease Obligations on the Issue Date (assuming for purposes hereof that they were in existence on the Issue date) will be considered capital leases and all calculations under this Indenture will be made in accordance therewith.

“Global Note Legend” means the legend set forth in Section 2.1(c), which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, substantially in the form of Exhibit A hereto issued in accordance with Section 2.1 or Section 2.6.

“Governmental Authority” means any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“guarantee” means, as to any Person, a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business),

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direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means any guarantee of the Obligations of the Issuers under this Indenture and the Notes in accordance with the provisions of this Indenture.

“Hedge Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions, in each case, not entered into for speculative purposes; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any of its Subsidiaries will be a Hedge Agreement.

“Holder” means the Person in whose name a Note is registered on the Registrar’s books; provided that it may include the “beneficial owner” of an interest in a Note.

“▇▇▇▇▇▇ Yards Indebtedness” means the deferred financing obligations reflected on the balance sheet of the Issuer related to its ownership for accounting purposes of a portion of the Issuer’s retail property at ▇▇▇▇▇▇ Yards.

“Immaterial Subsidiary” means, as of any date, any Subsidiary that (i) did not, as of the last day of the most recent fiscal quarter for which Required Financial Statements have been delivered, have assets with a value in excess of 2.5% of the Consolidated Total Assets or revenues representing in excess of 2.5% of total revenues of the Issuer and the Restricted Subsidiaries for the period of four consecutive fiscal quarters for which Required Financial Statements have been delivered, calculated on a consolidated basis in accordance with GAAP; and (ii) taken together with all Immaterial Subsidiaries as of the last day of the most recent fiscal quarter of the Issuer for which Required Financial Statements have been delivered, did not have assets with a value in excess of 5.0% of Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of the Issuer and the Restricted Subsidiaries on a consolidated basis for such four-quarter period.

“Incur” means, with respect to any Indebtedness, Capital Stock or Lien, to issue, assume, guarantee, incur or otherwise become liable for, or subject to, such Indebtedness, Capital Stock or Lien, as applicable; provided that any Indebtedness, Capital Stock or Lien of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Person at the time it becomes a Subsidiary, and “Incurrence” shall have a corresponding meaning.

“Indebtedness” means, with respect to any Person, without duplication:

(1)           all obligations of such Person for borrowed money;

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

(3)           all obligations of such Person under conditional sale or title retention agreements relating to property or assets purchased by such Person;

(4)           all obligations of such Person issued or assumed as the deferred purchase price of property or services, to the extent the same would be required to be shown as a long-term liability on a balance sheet prepared in accordance with GAAP;

(5)           all Capitalized Lease Obligations of such Person;

(6)           all net payments that such Person would have to make in the event of an early termination, on the date Indebtedness of such Person is being determined, in respect of outstanding Hedge Agreements;

(7)           the principal component of all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and bank guarantees;

(8)           the principal component of all obligations of such Person in respect of bankers’ acceptances;

(9)           all Guarantees by such Person of Indebtedness described in clauses (1) through (8) above; and

(10)         the amount of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock);

provided that Indebtedness will not include:

(a)           trade payables, accrued expenses and intercompany liabilities arising in the ordinary course of business;

(b)           prepaid or deferred revenue arising in the ordinary course of business;

(c)           purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset; or

(d)           earn-out obligations until such obligations become a liability on the balance sheet of such Person in accordance with GAAP.

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The Indebtedness of any Person will include the Indebtedness of any partnership in which such Person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such Person in respect thereof.

“Indebtedness Documents” means, with respect to any Indebtedness, all agreements and instruments governing such Indebtedness, all evidences of such Indebtedness or Credit Support thereof, all security documents for such Indebtedness (and documents and filings related thereto) and any intercreditor or similar agreements related thereto.

“Indenture” has the meaning set forth in the preamble hereto.

“Independent Third Party” means a person or entity other than (i) any member of the Company Parties, (ii) any of the Sponsors, (iii) an affiliate of any member of the Company Parties or any of the Sponsors or (iv) another Person or entity in which the Company Parties and/or any of the Sponsors and/or their respective affiliates own at least 10% of the outstanding Equity Interests of such Person or entity (measured by voting power, economic value or number).

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” means the $550.0 million in aggregate principal amount of the 14.0% Second Lien Notes due 2024 of the Issuers issued under this Indenture on the Issue Date.

“Initial Post-Closing Period” means the period which ends 90 days after the Issue Date.

“Initial Purchasers” means Credit Suisse Securities (USA) LLC with respect to the offer and sale of the Initial Notes, and such other initial purchasers party to future purchase agreements entered into in connection with an offer and sale of any Additional Notes.

“Intercreditor Agreements” means the ABL Intercreditor Agreement, the Junior Lien Intercreditor Agreement, any other Customary Intercreditor Agreement, the Extended Term Loan Subordination Agreement and the Notes PropCo Subordination Agreement.

“Interest Coverage Ratio” means, as of any date, the ratio of (1) the Consolidated EBITDA of the Issuer for the most recent period of four consecutive fiscal quarters for which Required Financial Statements have been delivered, calculated on a Pro Forma Basis, to (2) the sum of (a) the Consolidated Interest Expense of the Issuer for such period, calculated on a Pro Forma Basis, and (b) all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock of the Issuer or Preferred Stock of the Issuer or any Restricted Subsidiary made during such period; provided that, in the event that the Issuer classifies Indebtedness Incurred on the

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date of determination as, in part, Ratio Debt and, in part, Permitted Debt (other than Permitted Refinancing Indebtedness), any calculation of Consolidated Interest Expense pursuant to this definition will not include any such Permitted Debt.

“Interest Payment Date” means, in the case of the Initial Notes, April 15 and October 15 of each year, commencing on October 15, 2019 and, in the case of any Additional Notes, such interest payment dates as may be designated by the Issuer in accordance with the provisions of Section 2.2 and, in each case, ending at the Stated Maturity of the Notes.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by ▇▇▇▇▇’▇ and BBB- (or the equivalent) by S&P, or an equivalent rating by any other Rating Agency.

“Investment Grade Securities” means:

(1)           securities issued or directly and fully guaranteed or insured by the U.S. government or any agency or instrumentality thereof (other than Cash Equivalents);

(2)           securities that have an Investment Grade Rating, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries;

(3)           corresponding instruments in countries other than the United States customarily utilized for high quality investments and in each case with maturities not exceeding two years from the date of acquisition; and

(4)           investments in any fund that invests at least 95.0% of its assets in investments of the type described in clauses (1) and (2) above which fund may also hold immaterial amounts of cash pending investment and/or distribution.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees of Indebtedness), advances or capital contributions (excluding accounts receivable, trade credit and advances or other payments made to customers, dealers, suppliers and distributors and payroll, commission, travel and similar advances to officers, directors, managers, employees, consultants and independent contractors made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. If the Issuer or any Restricted Subsidiary sells or otherwise disposes of any Equity Interests of any Restricted Subsidiary, or any Restricted Subsidiary issues any Equity Interests, in either case, such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of the Issuer, the Issuer will be deemed to have made an Investment on the date of any such sale or other disposition equal to the Fair Market Value of the Equity Interests of and all other

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Investments in such Restricted Subsidiary retained. In no event will a guarantee of an operating lease of the Issuer or any Restricted Subsidiary be deemed an Investment.

The amount of any Investment outstanding at any time (including for purposes of calculating the amount of any Investment outstanding at any time under any provision of Section 3.4 and for all other purposes of Section 3.4) will be the original cost of such Investment (determined, in the case of any Investment made with assets of the Issuer or any Restricted Subsidiary, based on the Fair Market Value of the assets invested), reduced by any dividend, distribution, interest payment, return of capital, repayment or other amount received in cash by the Issuer or a Restricted Subsidiary in respect of such Investment, and in the case of an Investment in any Person, will be net of any Investment by such Person in the Issuer or any Restricted Subsidiary.

“Issue Date” means June 7, 2019.

“Issue Date Extended Term Loan Amount” means the aggregate principal amount of Extended Term Loans outstanding immediately after the completion of the Transactions on the Issue Date.

“Issue Date Remaining Unsecured Notes Amount” means the aggregate principal amount of the Remaining Unsecured Notes outstanding immediately after the completion of the Transactions on as of the Issue Date.

“Junior Lien Indebtedness” means Indebtedness that is secured only by Junior Liens on the Collateral.

“Junior Lien Intercreditor Agreement” means the Junior Lien Intercreditor Agreement, dated as of the Issue Date, among the Notes Collateral Agent, on behalf of the Holders, and the collateral agents holding the First Liens and the Third Liens, among others, as such agreement may be amended, modified, supplemented or restated from time to time in accordance with its terms.

“Junior Lien Obligations” means the Indebtedness and the related Obligations under the Indebtedness Documents governing Junior Lien Indebtedness.

“Junior Liens” means Liens on the Collateral, which Liens on any item of Collateral rank junior to the Notes Liens on such item of Collateral pursuant to a Customary Intercreditor Agreement.

“Lien” means, with respect to any asset (1) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar encumbrance in or on such asset; or (2) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event will an operating lease or an agreement to sell be deemed to constitute a Lien.

“Liquidated Damages Amount” has the meaning ascribed in Section 6.2.

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“Management Agreements” means each of (i) that certain Management Services Agreement, dated as of October 25, 2013, by and among ACOF Operating Manager III, LLC, a Delaware limited liability company, The Neiman Marcus Group LLC and Neiman Marcus Group, Inc., (ii) that certain Management Services Agreement, dated as of October 25, 2013, by and among ACOF Operating Manager IV, LLC, a Delaware limited liability company, The Neiman Marcus Group LLC and Neiman Marcus Group, Inc., and (iii) that certain Management Services Agreement, dated as of October 25, 2013, by and among CPPIB Equity Investments Inc., a corporation incorporated under the Canada Business Corporations Act, The Neiman Marcus Group LLC and Neiman Marcus Group, Inc., in each case, as in effect on the Issue Date, as amended, amended and restated, supplemented or otherwise modified in a manner not adverse to the Holders in any material respect.

“Management Group” means the group consisting of the directors, executive officers and other management personnel of the NM Group on the Issue Date or who became directors, officers or management personnel of NM Group or any direct or indirect parent of NM Group, as applicable, and its Subsidiaries following the Issue Date (other than in connection with a transaction that would otherwise be a Change of Control if such persons were not included in the definition of “Permitted Holders”), or (in each case) family members thereof, or trusts, partnerships or limited liability companies for the benefit of any of the foregoing, or any of their heirs, executors, successors and legal representatives, who at any date Beneficially Own or have the right to acquire, directly or indirectly, Equity Interests of the Issuer or any Permitted Parent.

“Mariposa Intermediate” means Mariposa Intermediate Holdings LLC, a Delaware limited liability company, and its successors.

“Maturity Date” means April 25, 2024.

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc. or any successor to the rating agency business thereof.

“MYT Account” means a segregated account of MYT Parent for the benefit of the Trustee on behalf of the Holders, pledged to secure the Notes.  Upon the maturity of the Notes or their earlier retirement, replacement or redemption in full, the proceeds held in the MYT Account shall be released to the MYT Guarantor Entities or their assignees for application in accordance with the MYT Holdco Preferred Series A Certificate or, whenever no shares of MYT Holdco Series A Preferred Stock are outstanding, the MYT Holdco Preferred Series B Certificate, or whenever no shares of MYT Holdco Series B Preferred Stock are outstanding, the MYT Third Lien Notes Pledge Agreement.

“MYT Alternate Security” means any security that is acceptable in the sole discretion of holders of at least 66-2/3% of the aggregate principal amount of the outstanding Notes.

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“MYT Asset Sale” means any direct or indirect sale, disposition, monetization or other transfer of any assets or property of the MYT Entities (whether directly or indirectly or synthetically, including through derivative transactions) to an Independent Third Party.

Notwithstanding the preceding, none of the following items will be deemed to be a MYT Asset Sale:

(1)           a sale, exchange or other disposition of cash, Cash Equivalents or Investment Grade Securities, or of obsolete, damaged, unnecessary, unsuitable or worn out equipment or other assets in the ordinary course of business, or dispositions of property no longer used, useful or economically practicable to maintain in the conduct of the business of the MYT Entities (including allowing any registrations or any applications for registration of any intellectual property to lapse or become abandoned);

(2)           dispositions of  assets or property with an aggregate Fair Market Value in any calendar year of less than $5.0 million;

(3)           any transfer or disposition of property or assets or issuance or sale of Equity Interests by a Subsidiary of the MYT Holdco to the MYT Holdco or by the MYT Holdco or a Subsidiary of the MYT Holdco to another Subsidiary of MYT Holdco;

(4)           the sale, lease, assignment, license or sublease of inventory, equipment, accounts receivable, notes receivable or other current assets held for sale in the ordinary course of business,  liquidation of inventory in the ordinary course of business or the conversion of accounts receivable to notes receivable or dispositions of accounts receivable in connection with the collection or compromise thereof;

(5)           the lease, assignment, license, sublicense or sublease of any real or personal property in the ordinary course of business;

(6)           the surrender or waiver of obligations of trade creditors or customers or other contract rights that were incurred in the ordinary course of business of the MYT Entities, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or compromise, settlement, release or surrender of a contract, tort or other litigation claim, arbitration or other disputes; and

(7)           dispositions arising from foreclosures, condemnations, eminent domain, seizure, nationalization or any similar action with respect to assets, dispositions of property subject to casualty events.

“MYT Assets” means the assets described in clauses (1), (2), and (3) of the definition of MyTheresa Distribution.

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“MYT Covenants” means the covenants contained in Section 4.06 of the MYT Guarantee and Collateral Agreement.

“MYT Deposit Event” means (i) the irrevocable deposit of net cash proceeds of MYT Secondary Sales or distributions in respect of the equity of MYT Holdco in the MYT Account in an aggregate amount that is not less than (x) $200.0 million less (y) the aggregate amount of Qualified LCs that have been provided and (ii) the provision of such Qualified LCs.

“MYT Entities” means, collectively, (i) Mariposa Luxembourg I S.à ▇.▇. (Luxembourg), (ii) Mariposa Luxembourg II S.à ▇.▇. (Luxembourg), (iii) NMG Germany GmbH, (iv) ▇▇▇▇▇▇▇▇▇.▇▇▇ GmbH (Germany), (v) ▇▇▇▇▇▇▇▇▇.▇▇▇ Service GmbH (Germany), (vi) ▇▇▇▇▇▇▇ Warenvertrieb GmbH (Germany), (vii) New MYT Dutch HoldCo (Netherlands) and (viii) the Subsidiaries of any of the foregoing described in clauses (i) through (vii).

“MYT Guarantee and Collateral Agreement” means the Guarantee and Collateral Agreement, dated as of the Issue Date, among MYT Parent, the MYT Guarantor Entities and the Trustee as Trustee and Notes Collateral Agent, as such agreement may be amended, modified, supplemented or restated from time to time in accordance with its terms.

“MYT Guarantor Entities” means, collectively, and together with their respective successors, MYT Holdco, MYT Intermediate Holdco, Mariposa Luxembourg I S. à ▇.▇., Mariposa Luxembourg II S. à ▇.▇. and New MYT Dutch HoldCo (and each other Person who is required to become a MYT Guarantor Entity pursuant to the terms of the MYT Guarantee and Collateral Agreement).

“MYT Holdco” means MYT Holding Co., a direct Wholly Owned Subsidiary of MYT Parent, a newly formed Delaware corporation, together with its successors.

“MYT Holdco Common Equity” means the common Equity Interests of the MYT Holdco.

“MYT Holdco Preferred Series A Certificate” means the certificate of designation governing the MYT Holdco Series A Preferred Stock.

“MYT Holdco Preferred Series B Certificate” means the certificate of designation governing the MYT Holdco Series B Preferred Stock.

“MYT Holdco Series A Preferred Stock” means the Cumulative Series A Preferred Stock of the MYT Holdco under the MYT Holdco Preferred Series A Certificate.

“MYT Holdco Series B Preferred Stock” means the Cumulative Series B Preferred Stock of the MYT Holdco under the MYT Holdco Preferred Series B Certificate.

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“MYT Intermediate Holdco” means MYT Intermediate Holding Co., a direct Wholly Owned Subsidiary of MYT Holdco, a newly formed Delaware corporation, together with its successors.

“MYT Limited Guarantee” means the guarantee provided by each of the MYT Guarantor Entities pursuant to the MYT Guarantee and Collateral Agreement.

“MYT Limited Guarantee Collateral” means the “Collateral,” as defined in the MYT Guarantee and Collateral Agreement.

“MYT Operating Entities” means (i) NMG Germany GmbH, (ii) ▇▇▇▇▇▇▇▇▇.▇▇▇ GmbH (Germany), (iii) ▇▇▇▇▇▇▇▇▇.▇▇▇ Service GmbH (Germany), (iv) ▇▇▇▇▇▇▇ Warenvertrieb GmbH (Germany) and (v) the Subsidiaries of any of the foregoing described in clauses (i) through (iv).

“MYT Parent” means MYT Parent Co., a newly formed Delaware corporation, together with its successors.

“MYT Secondary Sale” means (i) the sale, disposition, monetization or other transfer (whether directly, indirectly or synthetically, including through derivative transactions or by means of a transaction involving MYT Parent or any other entity that directly or indirectly owns equity interests in the MYT Holdco) of equity interests of the MYT Holdco by Neiman Marcus Group, Inc. or its subsidiaries to any Independent Third Party, other than a primary sale of equity interests for cash whose net cash proceeds are contributed to or retained by the MYT Entities or (ii) any MYT Asset Sale other than a Qualified MYT Asset Sale.

“MYT Third Lien Notes Pledge Agreement” means the pledge agreement to be entered into or on around the Issue Date among MYT Parent, MYT Holdco, the trustee under each Third Lien Notes Indenture and the Third Lien Notes Collateral Agent, on behalf of the holders of the Third Lien Notes.

“MYT Waterfall” means clauses (11) through (13) of Section 4.03 of the MYT Guarantee and Collateral Agreement.

“MyTheresa Designation” means, collectively, all designations by any of the Company Parties or any of their related parties prior to the execution date of the Transaction Support Agreement of any of the MYT Entities as “unrestricted” subsidiaries under the indentures governing the Unsecured Notes, the Pre-Transactions Term Loan Agreement, or the ABL Credit Agreement, and all acts or omissions taken by any Company Party or any of its related parties in structuring, implementing, or effectuating the foregoing designations.

“MyTheresa Distribution” means, collectively, all distributions or dividends by any Company Party (including but not limited to NMG International LLC, a Delaware limited liability company) prior to the execution date of the Transaction Support Agreement to or for the benefit of any other Company Parties of (1) any Equity Interests in the MYT Entities, (2) any indebtedness owed by the MYT Entities to any

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Company Party (including but not limited to NMG International LLC), and (3) any and all other Claims or Equity Interests of any Company Party (including but not limited to NMG International LLC) in the MYT Entities, and all acts or omissions taken by any Company Party or any of its related parties in structuring, implementing, or effectuating the distributions or dividends described in clauses (1) to (3) above.

“Net Cash Proceeds” means the aggregate cash proceeds (using the Fair Market Value of any Cash Equivalents) received by the Issuer or any of its Restricted Subsidiaries in respect of any Asset Sale (including any cash received in respect of or upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale and any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, and including any proceeds received as a result of unwinding any related Hedge Agreements in connection with such transaction but excluding the assumption by the acquiring Person of Indebtedness relating to the disposed assets or other consideration received in any other non-cash form), net of the direct cash costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration (including legal, accounting and investment banking fees, and brokerage and sales commissions), and any relocation expenses incurred as a result thereof, Taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements related thereto), amounts required to be applied to the repayment of principal, premium (if any) and interest on Indebtedness required (other than pursuant to Section 3.7(b) or (c), as applicable) to be paid as a result of such transaction, any costs associated with unwinding any related Hedge Agreements in connection with such transaction and any deduction of appropriate amounts to be provided by the Issuer or any of its Restricted Subsidiaries as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“New MYT Dutch HoldCo” means a Dutch B.V. to be formed after the Issue Date, wholly-owned subsidiary of MYT Intermediate Holding Co. and direct parent of NMG Germany GmbH as a result of a merger by absorption of Mariposa Luxembourg II S.à ▇.▇. into Mariposa Luxembourg I S.à ▇.▇. and a subsequent merger by absorption of Mariposa Luxembourg I S.à ▇.▇. into such newly formed Dutch B.V.

“NM Group” means, collectively, Neiman Marcus Group, Inc. and its Subsidiaries.

“Non-Mortgageable Leases” means all leasehold Real Properties subject to provisions restricting the mortgaging, assignment or other creation of a security interest in or of any such lease, agreement or other instrument governing such leasehold interest or in respect of which a mortgage, assignment or creation of a security interest therein or thereof could reasonably be expected (as determined in good faith by an Officer of the Issuer) to be in conflict with, result in a breach of, constitute (alone or with notice or lapse of time or

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both) a default under, or give rise to a right of or result in any cancellation, revocation or acceleration of any right or obligation (including any payment) or to a loss of a material benefit under, any such lease, agreement or other instrument governing such leasehold interest; provided that no leasehold Real Property shall be a Non-Mortgageable Lease if it is not treated as a Non-Mortgageable Lease under any of the Indebtedness Documents governing any Indebtedness of the Issuer or any Restricted Subsidiary.

“Non-Participating Term Loan Collateral” means the Original Term Loan Priority Collateral and the ABL Priority Collateral.

“Non-Participating Term Loan Exchange Indebtedness” means Indebtedness incurred by the Issuers, or by any of them or any Subsidiary Guarantor, under the Extended Term Loan Agreement or otherwise to Refinance any of the Non-Participating Term Loans, in an aggregate principal amount not exceeding 100% of the aggregate principal amount of the Non-Participating Term Loans actually Refinanced by, such Indebtedness and guarantees of such Indebtedness by the Issuers and/or Subsidiary Guarantors; so long as any such Indebtedness (i) otherwise qualifies as Permitted Refinancing Indebtedness with respect to the Non-Participating Term Loans (except that such Indebtedness and guarantees thereof may be unsecured, secured with Extended Term Loan Liens or secured with Liens junior to the Extended Term Loan Liens any or all of on the Collateral and guaranteed by any Person that guarantees the Extended Term Loans, including the Notes PropCo and the Extended Term Loan PropCo)), (ii) has no amortization, (iii) is not subject to any “most-favored nation” provision, (iv) has a maturity date no earlier than the maturity date of the Extended Term Loans on the Issue Date, (v) has a cash interest rate not exceeding that of the Extended Term Loans on the Issue Date and (vi) is subordinated in right of payment or “waterfall” priority to the Extended Term Loan Obligations.

“Non-Participating Term Loan Exchange Obligations” means the Indebtedness and the related Obligations under the Indebtedness Documents related to the Non-Participating Term Loan Exchange Indebtedness.

“Non-Participating Term Loan Liens” means Liens on the Non-Participating Term Loan Collateral, securing the Non-Participating Term Loan Obligations, which Liens have the Required Collateral Lien Priority for Liens securing the Non-Participating Term Loan Obligations.

“Non-Participating Term Loans” means term loans outstanding under the Pre-Transactions Term Loan Agreement on the Issue Date that the lenders decline to exchange into Extended Term Loans (but not including, for the avoidance of doubt, any Non-Participating Term Loan Exchange Indebtedness).

“Non-Participating Term Loan Obligations” means the Indebtedness and the related Obligations under the Indebtedness Documents related to the Non-Participating Term Loans.

“Non-U.S. Person” means a Person who is not a U.S. Person.

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“Note Party” means each Issuer, each Subsidiary Guarantor and each MYT Guarantor Entity.

“Notes” means the Initial Notes, the PIK Notes (or any increase in the principal amount of a Global Note) and the Additional Notes, all of which will be treated as a single class for all purposes, except as otherwise provided in this Indenture, and unless the context otherwise requires, all references to the Notes will include the Initial Notes, the PIK Notes (or any increase in the principal amount of a Global Note) and any Additional Notes, and any references to “principal amount” of the Notes include any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.

“Notes Collateral Agent” means Ankura Trust Company, LLC, in its capacity as such, until a successor replaces it and, thereafter, means the successor.

“Notes Collateral Agreement” means that certain Second Lien Notes Collateral Agreement, dated as of the Issue Date, by and among the Issuers, the Subsidiary Guarantors and the Notes Collateral Agent, as such agreement may be amended, modified, supplemented or restated from time to time in accordance with its terms.

“Notes Custodian” means the custodian with respect to the Global Note (as appointed by the Depositary), or any successor Person thereto and will initially be The Huntington National Bank.

“Notes Documents” means this Indenture, the Notes, the Guarantees, the Security Documents, the Intercreditor Agreements and any other Indebtedness Documents related thereto.

“Notes Liens” means Liens on the Collateral securing the Notes Obligations, which Liens have the Required Collateral Lien Priority for Liens securing the Notes Obligations.

“Notes Obligations” means the Indebtedness and the related Obligations of the Issuers and the Subsidiary Guarantors under the Notes Documents.

“Notes Priority Real Estate Collateral” consists of the assets known as (1) Tysons Galleria (Store 1023) located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (2) Topanga Plaza (Store 1105) located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (3) Walnut Creek (Store 1110) located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (4) Fort Lauderdale (Store 1018) located at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, (5) Troy (Store 1033) located at ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (6) Coral Gables (Store 1034) located at ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, (7) Charlotte (Store 1102) located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and (8) Austin (Store 1101) located at ▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, each of which is not collateral for the Pre-Transactions Term Loan Obligations as of the Issue Date.

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“Notes Priority Real Estate Recovery” means the occurrence of either (a) the exercise and consummation of the Call Right or (b) the recovery by the holders of the Third Lien Obligations and the Second Lien Obligations of $200.0 million, in the aggregate, on the realization of (x) Liens securing such Third Lien Obligations and Second Lien Obligations on (i) the Notes Priority Real Estate Collateral and (ii) the Notes PropCo Equity Interests and (y) guarantees of the Second Lien Obligations and Third Lien Obligations by Notes PropCo (including the Subsidiary Guarantee by Notes PropCo).

“Notes PropCo” means NMG Notes PropCo LLC, a Delaware limited liability company that is a Subsidiary of the Issuer formed to hold the Notes Priority PropCo Assets.

“Notes PropCo Equity Interests” means the Equity Interests of Notes PropCo.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), premium, penalties, fees, 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 Circular” means the Offering Circular related to the offering of the Notes, dated June 3, 2019.

“Officer” means, with respect to any Person, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary (or any person serving the equivalent function of any of the foregoing) of such Person (or of the general partner of such Person) or any individual designated as an “Officer” for purposes of this Indenture by the Board of Directors of such Person (or the Board of Directors of the general partner of such Person).

“Officer’s Certificate” means a certificate signed on behalf of the Issuer by an Officer of the Issuer that meets the requirements set forth in this Indenture.

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

“Original Term Loan Priority Collateral” means assets of the Issuers and the Subsidiary Guarantors constituting collateral for the Obligations under the Pre-Transactions Term Loan Agreement immediately prior to the Issue Date, which assets include, among other things, seven owned real properties and substantially all personal property (including substantially all intellectual property) of the Issuers and the Subsidiary Guarantors other than the ABL Priority Collateral and Excluded Assets.  The

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Original Term Loan Priority Collateral does not include the Extended Term Loan Priority Real Estate Collateral, the Extended Term Loan PropCo Equity Interests, the Notes Priority Real Estate Collateral or the Notes PropCo Equity Interests.

“Parent” means Neiman Marcus Group, Inc., a corporation organized under the laws of the State of Delaware, and its successors.

“Parent Entity” means any direct or indirect parent of the Issuer.

“Pari Passu Lien Indebtedness” means Indebtedness that is secured only by Pari Passu Liens on the Collateral; provided that if such Indebtedness is guaranteed by Notes PropCo or Extended Term Loan PropCo, such guarantees provided by Notes PropCo and Extended Term Loan PropCo shall be unsecured and rank pari passu in right of payment with the Notes PropCo Guarantee and the Extended Term Loan PropCo Guarantee, respectively.

“Pari Passu Lien Obligations” means the Indebtedness and the related Obligations under the Indebtedness Documents related to Pari Passu Lien Indebtedness.

“Pari Passu Liens” means Liens on the Collateral, which Liens on any item of Collateral shall rank pari passu to the Notes Liens on such item of Collateral (but without regard to the control of remedies), pursuant to a Customary Intercreditor Agreement.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream a Person who has an account with the Depositary, respectively (and, with respect to the Depositary, will include Euroclear or Clearstream).

“Permanent Regulation S Global Note” means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend, the Guarantor Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Temporary Regulation S Global Note upon expiration of the Restricted Period.

“Permitted Acquisition” means the purchase or other acquisition, by merger, consolidation, amalgamation or otherwise, by the Issuer or its Restricted Subsidiaries of Equity Interests in, the assets of (including all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person, including minority investments and joint ventures (or any subsequent investment made in a Person, business unit, division, product line or line of business previously acquired in a Permitted Acquisition); provided, that joint ventures (x) may not be consummated with affiliates of Mariposa Intermediate, the Issuers, or their Subsidiaries and (y) must be bona fide operating businesses reasonably related to the Issuer’s business and any such acquisition, minority investment or joint venture may not constitute an investment in debt or equity of Mariposa Intermediate or its Subsidiaries.

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“Permitted Asset Swap” means the substantially concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided that any cash or Cash Equivalents received must be applied in accordance with Section 3.7.

“Permitted Debt” has the meaning assigned to it in Section 3.3(b).

“Permitted Holders” means each of:

(1)           the Sponsors;

(2)           any member of the Management Group (or any controlled Affiliate thereof of which members of the Management Group hold at least 50% of the Voting Stock and 50% of the economic value);

(3)           any other holder of a direct or indirect Equity Interest in Parent that holds such Equity Interest as of the Issue Date;

(4)           any group (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of which the Persons described in clauses (1), (2) or (3) above are members; provided that (a) without giving effect to the existence of such group or any other group, the Persons described in clauses (1), (2) and (3) above, collectively, Beneficially Owned Voting Stock representing 50% or more of the aggregate ordinary voting power of the Voting Stock of the Issuer (or any Permitted Parent) then held by such group and (b) if the Beneficial Ownership described in subclause (a) is shared with any Person other than the Persons described in clauses (1), (2) and (3) above, the Persons described in clauses (1), (2) and (3) above hold at least 50% of the economic value of the equity securities of the Issuer (or Permitted Parent, as the case may be) then held by such group; and

(5)           any Permitted Parent.

Any Person or group, together with its Affiliates, whose acquisition of Beneficial Ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional Permitted Holder.

“Permitted Investments” means:

(1)           Investments made in order to consummate or complete the Transactions;

(2)           loans and advances to officers, directors, employees or consultants of any Parent Entity, the Issuer or any Restricted Subsidiary not to exceed $25.0 million in an aggregate principal amount at any time outstanding (calculated without regard to write-downs or write-offs thereof after the date made); provided

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that loans and advances to consultants in the form of upfront payments made in connection with employment or consulting arrangements entered into in the ordinary course of business shall not be subject to such $25.0 million cap;

(3)           Investments in (i) the Issuers or Subsidiary Guarantors, provided that any Investment in Notes PropCo and Extended Term Loan PropCo shall only be made to fund lease and other operating payments that are due in the ordinary course or to maintain its respective legal existence, to the extent they are not already covered by Issuer or any other Subsidiary other than Notes PropCo or Extended Term Loan PropCo, as applicable or (ii) Restricted Subsidiaries that are not Subsidiary Guarantors not to exceed $25.0 million in an aggregate principal amount at any time outstanding, provided that Investments (other than in respect of Excluded Assets) under this subclause (ii) shall take the form of intercompany loans which shall be pledged as Collateral to secure the Notes Obligations, provided further in case of both subclause (i) and (ii) that Investments in Subsidiaries that are not Wholly Owned Subsidiaries shall be on arm’s length terms;

(4)           [Reserved];

(5)           Cash Equivalents and Investment Grade Securities and Investments that were Cash Equivalents or Investment Grade Securities when made:

(6)           Investments arising out of the receipt by the Issuer or any of its Restricted Subsidiaries of non-cash consideration in connection with any sale of assets permitted under Section 3.7;

(7)           accounts receivable, security deposits and prepayments and other credits granted or made in the ordinary course of business and any Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors and others, including in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, such account debtors and others, in each case in the ordinary course of business;

(8)           Investments acquired as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(9)           Hedging Agreements;

(10)         Investments existing on, or contractually committed as of, the Issue Date and any replacements, refinancings, refunds, extensions, renewals or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (10) is not increased at any time above the amount of such Investments existing or committed on the Issue Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the

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Issue Date or as otherwise permitted under this definition or under Section 3.4, provided that Investments outstanding as of the Issue Date which were Incurred or allocated under a specific clause of the definition of “Permitted Investments” under the indentures governing the Remaining Unsecured Notes as of immediately prior to the Issue Date shall be deemed to be incurred on the Issue Date under the corresponding specific clause of the definition of “Permitted Investments” under this Indenture and not under this clause (10);

(11)         Investments resulting from pledges and deposits that are Permitted Liens;

(12)         intercompany loans among Foreign Subsidiaries and Guarantees by Foreign Subsidiaries Incurred pursuant to Section 3.3(b)(xxi);

(13)         acquisitions of obligations of one or more officers or other employees of any Parent Entity, the Issuer or any Subsidiary of the Issuer in connection with such officer’s or employee’s acquisition of Equity Interests of any Parent Entity, so long as no cash is actually advanced by the Issuer or any Restricted Subsidiary to such officers or employees in connection with the acquisition of any such obligations;

(14)         Guarantees of operating leases (for the avoidance of doubt, excluding Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case, entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(15)         Investments to the extent that payment for such Investments is made with Equity Interests (other than Excluded Equity) of the Issuer;

(16)         Investments consisting of the redemption, purchase, repurchase or retirement of any Equity Interests permitted under Section 3.4;

(17)         Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers consistent with past practices;

(18)         Guarantees permitted under Section 3.3;

(19)         advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or any Restricted Subsidiary;

(20)         Investments consisting of the leasing or licensing of intellectual property in the ordinary course of business or the contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

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(21)         purchases or acquisitions of inventory, supplies, materials and equipment or purchases or acquisitions of contract rights or intellectual property in each case in the ordinary course of business;

(22)         [Reserved];

(23)         intercompany current liabilities owed to joint ventures Incurred in the ordinary course of business in connection with the cash management operations of the Issuer and its Subsidiaries;

(24)         (a)           Investments in Permitted Acquisitions in an aggregate amount, taken together with all other Investments made pursuant to this clause (24) and the aggregate principal amount of any Indebtedness Incurred or assumed under clause (xii) of the definition of “Permitted Debt” that are at the time outstanding, not to exceed $300.0 million less the aggregate consideration paid by TNMG LLC prior to the Issue Date in respect of that certain investment made by TNMG LLC pursuant to that certain Unit Purchase Agreement, dated as of April 17, 2019, by and among FashionPhile Group, LLC, TNMG LLC and the other parties party thereto (the “FashionPhile Consideration”) (not including any consideration consisting of common equity of Mariposa Intermediate, proceeds of common equity issued by Mariposa Intermediate and contributed to Issuer or contributions to Mariposa Intermediate’s common equity capital further contributed to Issuer, and not including any transaction costs of the Issuer and its Restricted Subsidiaries associated with such Permitted Acquisition); provided that affiliates of Mariposa Intermediate, the Issuers, or their Subsidiaries (including any Sponsor but excluding Mariposa Intermediate, the Issuers, and their Subsidiaries) may co-invest in any such joint venture with an unaffiliated third party on terms substantially similar to the terms of the applicable Issuers’ or Subsidiary’s investment without such affiliates’ investments being subject to the caps set forth herein); provided, further, however, that (1) no individual Permitted Acquisition transaction or series of related transactions shall, together with the aggregate principal amount of any Indebtedness Incurred or assumed under clause (xii) of the definition of “Permitted Debt” that is at the time outstanding, exceed $150.0 million plus, after such Permitted Acquisition is made, an additional incremental aggregate amount of $25.0 million in such Permitted Acquisition (subject to the aggregate cap of $300.0 million of this clause (24)), and (2) no Permitted Acquisition transaction may be made if pro forma ABL Availability would be less than $300.0 million;

(b)           Any Wholly Owned Subsidiary acquired pursuant to subclause (a) of this clause (24) must become a Subsidiary Guarantor, and assets acquired pursuant to Permitted Acquisitions (including 100% of all equity interests, which shall not, for the avoidance of doubt, constitute Excluded Assets) must be included in the Collateral in each case in accordance with the terms and conditions set forth in the Security Documents; provided however that any non-Wholly Owned Subsidiary or any minority-owned entity or joint venture entity so acquired pursuant to

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this clause shall be permitted to utilize this clause to permit such entity to fund its ratable share of investments in other bona fide operating businesses, in each case, subject to the $300.0 million aggregate cap, $150.0 million per transaction cap and $25.0 million incremental cap set forth above, and for purposes of clarity, a third party owner (that is not Mariposa Intermediate or any of its Subsidiaries) of a non-Wholly Owned Subsidiary, minority-owned entity or joint venture entity shall not be required to pledge its equity interests in such entity as Collateral;

(25)         [Reserved];

(26)         Investments that are made with the net proceeds of common equity issued by or contributed to Mariposa Intermediate and contributed to the Issuer; and

(27)         additional Investments; provided that the aggregate Fair Market Value of such Investments made since the Issue Date that remain outstanding (with all such Investments being valued at their original Fair Market Value and without taking into account subsequent increases or decreases in value) does not exceed $25.0 million, plus any returns of capital actually received by the Issuer or any Restricted Subsidiary in respect of such Investments; provided that any Investments pursuant to this clause (27) cannot be in any Parent Entity or its subsidiaries (other than an Issuer or Subsidiary Guarantor or its subsidiaries), including any MYT Entity, and the Investment shall take the form of an intercompany loan which shall be pledged to secure the Notes Obligations (other than Excluded Assets); provided that Investments by the Issuer or its Restricted Subsidiaries with non-Wholly Owned Subsidiaries shall be on arm’s-length terms.

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

(1)           (a)           Extended Term Loan Liens on the Collateral, securing Indebtedness Incurred in accordance with clause (i) of the definition of “Permitted Debt” and Extended Term Loan Obligations related thereto;

(b)           ABL Liens on the Collateral, securing Indebtedness Incurred in accordance with clause (ii) of the definition of “Permitted Debt” and ABL Obligations related thereto;

(c)           Third Lien Notes Liens on the Collateral, securing Indebtedness Incurred in accordance with clause (iii)(B) of the definition of “Permitted Debt” and the Third Lien Notes Obligations related thereto;

(d)           2028 Debentures Liens on the 2028 Debentures Collateral, securing Indebtedness Incurred in accordance with clause (iii)(C) of the definition of “Permitted Debt” and the 2028 Debentures Obligations related thereto;

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(e)           Third Lien Notes Liens on the Collateral, securing (i) Indebtedness Incurred in accordance with clause (iii)(D)(2) of the definition of “Permitted Debt” and Remaining Unsecured Notes Exchange Obligations related thereto and (ii) Permitted Refinancing Indebtedness incurred in respect of such Indebtedness and Obligations related to such Permitted Refinancing Indebtedness;

(f)            (i) Non-Participating Term Loan Liens on the Non-Participating Term Loan Collateral, securing Indebtedness Incurred in accordance with clause (iii)(E)(1) of the definition of “Permitted Debt” and Non-Participating Term Loan Obligations related thereto, and (ii) Extended Term Loan Liens, Pari Passu Liens or Junior Liens on the Collateral, securing Non-Participating Term Loan Exchange Indebtedness Incurred in accordance with clause (iii)(E)(2) of the definition of “Permitted Debt” and Non-Participating Term Loan Exchange Obligations related thereto;

(g)           (i) Notes Liens on the Collateral securing Indebtedness Incurred in accordance with clause (iii)(A)(1) of the definition of “Permitted Debt” and the Notes Obligations related thereto and (ii) Pari Passu Liens on the Collateral, securing Indebtedness Incurred in accordance with clause (iii)(A)(2) of the definition of “Permitted Debt” and Pari Passu Lien Obligations related thereto;

(2)           Liens existing on the Issue Date; provided that Liens outstanding as of the Issue Date that were incurred or allocated under a specific Liens clause under the indentures governing the Remaining Unsecured Notes shall be deemed to be incurred on the Issue Date under the corresponding Liens clause under this Indenture, and not under this clause (2);

(3)           Liens securing Indebtedness Incurred in accordance with clause (v) of the definition of “Permitted Debt;” provided that such Liens only extend to the assets financed with such Indebtedness (and any replacements, additions, accessions and improvements thereto);

(4)           [Reserved];

(5)           (a) Liens on assets of Foreign Subsidiaries that are not Subsidiary Guarantors and (b) Junior Liens on assets of Foreign Guarantors, in either case securing Indebtedness Incurred in accordance with clause (xxi) of the definition of “Permitted Debt”;

(6)           Liens securing Permitted Refinancing Indebtedness incurred in accordance with clause (xxiv) of the definition of “Permitted Debt” (with respect to clauses (iv) and (xxiv) of the definition of “Permitted Debt”); provided that the Liens securing such Permitted Refinancing Indebtedness are limited to all or part of the same property that secured (or, under the written arrangements under which

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the original Lien arose, could secure) the original Lien (plus any replacements, additions, accessions and improvements thereto) and are no higher priority than the original Lien;

(7)           (a) Liens on property or Equity Interests of a Person at the time such Person becomes a Restricted Subsidiary if such Liens were not created in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary and (b) Liens on property at the time the Issuer or a Restricted Subsidiary acquired such property, including any acquisition by means of a merger or consolidation with or into the Issuer or any of its Restricted Subsidiaries, if such Liens were not created in connection with, or in contemplation of, such acquisition;

(8)           [Reserved];

(9)           Liens for Taxes, assessments or other governmental charges or levies not yet delinquent or that are being contested in good faith by appropriate proceedings and for which reserves have been set aside in accordance with GAAP;

(10)         Liens disclosed by the title insurance commitments or policies delivered on or subsequent to the Issue Date and any replacement, extension or renewal of any such Liens (so long as the Indebtedness and other obligations secured by such replacement, extension or renewal Liens are permitted by this Indenture); provided that such replacement, extension or renewal Liens do not cover any property other than the property that was subject to such Liens prior to such replacement, extension or renewal;

(11)         Liens securing judgments that do not constitute an Event of Default pursuant to Section 6.1(g) and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and in respect of which the Issuer or any affected Restricted Subsidiary, has set aside on its books reserves in accordance with GAAP with respect thereto;

(12)         Liens imposed by law, including landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction or other like Liens arising in the ordinary course of business securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, to the Issuer or a Restricted Subsidiary has set aside on its books reserves in accordance with GAAP;

(13)         (a) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other similar laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (b) pledges and

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deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or any Restricted Subsidiary;

(14)         deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), the delivery of merchandise or services with factors (to company suppliers), vendors, shippers, brand partners, credit insurers and other service providers (but not to secure Indebtedness or receivables or capital lease financing), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) Incurred, in each case, by the Issuer or any Restricted Subsidiary in the ordinary course of business, including those Incurred to secure health, safety and environmental obligations in the ordinary course of business;

(15)         survey exceptions and such matters as an accurate survey would disclose, easements, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights of way covenants, conditions, restrictions and declarations on or with respect to the use, ownership or operation of real property, servicing agreements, development agreements, site plan agreements and other similar encumbrances Incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of the Issuer or any Restricted Subsidiary;

(16)         any interest or title of a lessor or sublessor under any leases or subleases entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business;

(17)         Liens that are contractual rights of set-off (a) relating to pooled deposit or sweep accounts of the Issuer or any Restricted Subsidiary to permit satisfaction of overdraft or similar obligations Incurred in the ordinary course of business of the Issuer or any Restricted Subsidiary or (b) relating to purchase orders and other agreements entered into with customers of the Issuer or any Restricted Subsidiary in the ordinary course of business;

(18)         Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights;

(19)         leases or subleases, licenses or sublicenses (including with respect to intellectual property and software) granted to others in the ordinary course of business that do not interfere in any material respect with the business of the Issuer and any of its Restricted Subsidiaries, taken as a whole;

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(20)         Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by the Issuer or any Restricted Subsidiary in connection with any letter of intent or other agreement in respect of any Permitted Investment;

(21)         the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(22)         Liens arising from precautionary Uniform Commercial Code financing statements;

(23)         Liens on Equity Interests of any joint venture, to the extent such Equity Interests are Excluded Equity Interests, (a) securing obligations of such joint venture or (b) pursuant to the relevant joint venture agreement or arrangement;

(24)         Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(25)         Liens on securities that are the subject of repurchase agreements constituting Cash Equivalents under clause (4) of the definition thereof;

(26)         Liens securing insurance premium financing arrangements;

(27)         [Reserved];

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

(29)         Liens (a) of a collection bank arising under Section 4-210 of the Uniform Commercial Code, or any comparable or successor provision, on items in the course of collection; (b) attaching to pooling, commodity trading accounts or other commodity brokerage accounts Incurred in the ordinary course of business; and (c) in favor of banking or other financial institutions or entities, or electronic payment service providers, arising as a matter of law encumbering deposits (including the right of set-off) and which are within the general parameters customary in the banking or finance industry;

(30)         Liens on specific items of inventory or other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances or letters of credit entered into in the ordinary course of business issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(31)         Junior Liens on the Collateral securing Indebtedness permitted to be Incurred pursuant to Section 3.3(a) and related Junior Lien Obligations; and

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(32)         Junior Liens on the Collateral securing additional obligations in an aggregate outstanding principal amount not to exceed the $50.0 million; provided that the cash interest rate on any such obligations may not exceed 8.0% per annum.

For purposes of determining compliance with this definition, (x) a Lien need not be Incurred solely by reference to one category of Permitted Liens described in this definition but may be Incurred under any combination of such categories (including in part under one such category and in part under any other such category), (y) in the event that a Lien (or any portion thereof) meets the criteria of one or more of such categories of Permitted Liens, the Issuer will, in its sole discretion, classify or reclassify such Lien (or any portion thereof) in any manner that complies with this definition, and (z) in the event that a portion of Indebtedness secured by a Lien could be classified as secured in part pursuant to clause (1) or (32) above (giving effect to the Incurrence of such portion of such Indebtedness), the Issuer, in its sole discretion, may classify such portion of such Indebtedness (and any Obligations in respect thereof) as having been secured pursuant to clause (1) or (32) above and thereafter the remainder of the Indebtedness as having been secured pursuant to one or more of the other clauses of this definition. Notwithstanding the foregoing, (A) all Extended Term Loan Liens shall be Incurred under clause (1)(a) of this definition, (B) all ABL Liens shall be Incurred under clause (1)(b) of this definition, (C) all Third Lien Notes Liens securing Third Lien Notes Incurred under clause (iii)(B) of the definition of “Permitted Debt” and the Third Lien Notes Obligations related thereto shall be Incurred under clause (1)(c) of this definition, (D) all 2028 Debentures Liens shall be Incurred under clause (1)(d) of this definition, (E) all Third Lien Notes Liens securing Indebtedness Incurred under clause (iii)(D)(2) or (iii)(D)(4) of the definition of “Permitted Debt” and the Third Lien Notes Obligations related thereto shall be Incurred under clause (1)(e) of this definition, (F) all Non-Participating Term Loan Liens shall be Incurred under clause (1)(f)(i) of this definition, (G) all Liens securing Non-Participating Term Loan Exchange Obligations shall be Incurred under clause (1)(f)(ii) of this definition, (H) all Notes Liens securing Notes Incurred under clause (iii)(A)(1) of the definition of “Permitted Debt” and related Notes Obligations shall be Incurred under clause (1)(g)(i) of this definition and (I) all Pari Passu Liens shall be Incurred under clause (1)(g)(ii) of this definition, and, in each case of subclauses (A) through (I) above, such Liens may not be later reallocated.

“Permitted Parent” means any Parent Entity for so long as it is controlled only by one or more Persons that are Permitted Holders pursuant to clause (1), (2), (3) or (4) of the definition thereof; provided that such Parent Entity was not formed in connection with, or in contemplation of, a transaction (other than the Transactions) that would otherwise constitute a Change of Control.

“Permitted PropCo Guaranteed Obligations” means the (i) the Extended Term Loan Obligations, (ii) the Notes Obligations, (iii) the Third Lien Notes Obligations, (iv) the ABL Obligations, (v) the Non-Participating Term Loan Exchange Obligations and (vi) the 2028 Debentures Obligations.

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“Permitted Refinancing Indebtedness” means any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, “Refinance” or a “Refinancing”) the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided that:

(1)           the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including interest previously paid in kind and tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses);

(2)           the final maturity of such Permitted Refinancing Indebtedness is equal to or later than the maturity of the Indebtedness so Refinanced and the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the shorter of (a) the Weighted Average Life to Maturity of the Indebtedness being Refinanced and (b) the Weighted Average Life to Maturity that would result if all payments of principal on the Indebtedness being Refinanced that were due on or after the date that is one year following the Maturity Date were instead due on the date that is one year following the Maturity Date; provided that no Permitted Refinancing Indebtedness Incurred in reliance on this subclause (b) will have any scheduled principal payments due prior to the Maturity Date in excess of, or prior to, the scheduled principal payments due prior to such Maturity Date for the Indebtedness being Refinanced;

(3)           if the Indebtedness being Refinanced is subordinated, as to any assets, in right of payment or lien priority to the Notes Obligations, such Permitted Refinancing Indebtedness is subordinated, as to such assets, in right of payment or lien priority to such Notes Obligations on terms at least as favorable to the lenders as those contained in the documentation governing the Indebtedness being Refinanced;

(4)           no Permitted Refinancing Indebtedness will have different obligors, or greater (including higher ranking priority) Guarantees or security, than the Indebtedness being Refinanced (and, for the avoidance of doubt, any Liens securing such Permitted Refinancing Indebtedness may not extend to additional assets or be higher in priority than the Liens securing the Indebtedness being Refinanced); and

(5)           in the case of a Refinancing of Indebtedness that is secured by any Collateral and subject to specified Required Collateral Lien Priority, the applicable Liens securing such Permitted Refinancing Indebtedness do not have a higher priority than the Required Collateral Lien Priority applicable to the Notes Liens and a debt representative acting on behalf of the holders of such Indebtedness has become party to or is otherwise subject to the provisions of the

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Junior Lien Intercreditor Agreement and, if applicable, the ABL Intercreditor Agreement.

Indebtedness constituting Permitted Refinancing Indebtedness will not cease to constitute Permitted Refinancing Indebtedness as a result of the subsequent extension of the Maturity Date after the date of original Incurrence thereof.

Notwithstanding the foregoing: (a) Indebtedness incurred to Refinance the Remaining Unsecured Notes must be Remaining Unsecured Notes Exchange Indebtedness; (b) Indebtedness incurred to Refinance the Non-Participating Term Loans must be Non-Participating Term Loan Exchange Indebtedness; (c) Indebtedness incurred to Refinance the Notes and the related Notes Obligation must be unsecured Indebtedness, Junior Lien Indebtedness or Pari Passu Lien Indebtedness; (d) Indebtedness incurred to Refinance any Indebtedness guaranteed by Notes PropCo may not have the benefit of a guarantee by Notes PropCo that has a higher priority in right of payment than the guarantee by Notes PropCo of the Indebtedness being Refinanced; and (e) Indebtedness incurred to Refinance any Indebtedness guaranteed by Extended Term Loan PropCo may not have the benefit of a guarantee by Extended Term Loan PropCo that has a higher priority in right of payment than the guarantee by Extended Term Loan PropCo of the Indebtedness being Refinanced.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company, government, individual or family trust, Governmental Authority or other entity of whatever nature.

“Preferred Stock” means any Equity Interest with preferential right of payment of dividends or upon liquidation, dissolution or winding up.

“Pre-Transactions Term Loan Agreement” means that certain term loan credit agreement, dated as of October 25, 2013, among Mariposa Intermediate Holdings LLC, the Issuer (as successor by merger to Mariposa Merger Sub LLC), the subsidiaries of the Issuer from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and Collateral Agent, and the lenders party thereto from time to time, as amended, amended and restated, supplemented or otherwise modified prior to (but not on or after) the Issue Date (and which Pre-Transactions Term Loan Agreement, for the avoidance of doubt, is not the Extended Term Loan Agreement).

“Pre-Transactions Term Loan Lenders” means the lenders party to the Pre-Transactions Term Loan Agreement.

“Pre-Transactions Term Loan Obligations” means the Indebtedness and related Obligations under the Pre-Transactions Term Loan Agreement and the Obligations under other Indebtedness Documents related to the Pre-Transactions Term Loans.

“Pre-Transactions Term Loans” means the term loans by the lenders under the Pre-Transactions Term Loan Agreement.

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“Pro Forma Basis” means, as of any date, that pro forma effect will be given to the Transactions, any Investment, any issuance, Incurrence, assumption or permanent repayment of Indebtedness (including Indebtedness issued or Incurred as a result of, or to finance, any relevant transaction and for which any such financial ratio or other calculation is being calculated) and all sales, transfers and other dispositions or discontinuance of any Subsidiary, line of business, division or store, in each case that have occurred during the four consecutive fiscal quarter period of the Issuer being used to calculate such financial ratio (the “Reference Period”), or subsequent to the end of the Reference Period but prior to such date or prior to or simultaneously with the event for which a determination under this definition is made (including any such event occurring at a Person who became a Restricted Subsidiary after the commencement of the Reference Period), as if each such event occurred on the first day of the Reference Period, and pro forma effect will be given to factually supportable and identifiable pro forma cost savings related to operational efficiencies, strategic initiatives or purchasing improvements and other synergies, in each case, reasonably expected by the Issuer and its Restricted Subsidiaries to be realized based upon actions taken or reasonably expected to be taken within 12 months of the date of such calculation (without duplication of the amount of actual benefit realized during such period from such actions), which cost savings, improvements and synergies can be reasonably computed, as certified in writing by the chief financial officer of the Issuer and provided further that such adjustments shall not exceed 10% of Consolidated EBITDA (after giving effect to such application or adjustment) of the Issuer for the applicable four fiscal quarter period.

“QIB” means any “qualified institutional buyer” (as defined in Rule 144A).

“Qualified LCs” means one or more letters of credit issued by a reputable bank or trust company that is organized under the laws of the United States of America or any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act)) supporting the guarantee of the Notes by the MYT Guarantor Entities, in an aggregate amount equal to the difference between (x) $200.0 million and (y) the amount of net cash proceeds of MYT Secondary Sales that has been irrevocably deposited in the MYT Account.

“Qualified MYT Asset Sale” means any MYT Asset Sale made for fair market value and for not less than 75% cash, the net cash proceeds of which are reinvested within 180 days after receipt thereof by the MYT Entities in non-current assets (or an operating business that is similar to the business of the MYT Entities) held by the MYT Entities; provided that (i) any MYT Asset Sale or series of related MYT Asset Sales for more than $100.0 million in consideration may not be deemed to be a Qualified MYT Asset Sale, and (ii) non-current assets (or an operating business that is similar to the business of the MYT Entities) received by the MYT Entities from an Independent Third Party as consideration for a MYT Asset Sale shall be deemed to be cash for purposes of this definition.

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“Rating Agency” means:

(1)           each of ▇▇▇▇▇’▇ and S&P; and

(2)           if ▇▇▇▇▇’▇ or S&P ceases to rate the Notes for reasons outside of the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3 of the Exchange Act selected by the Issuer or any Parent Entity as a replacement agency for ▇▇▇▇▇’▇ or S&P, as the case may be.

“Real Property” means, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interest in real property owned in fee or leased, together with, in each case, all easements, hereditaments and appurtenances relating thereto, and all improvements and appurtenant fixtures incidental to the ownership or lease thereof.

“Record Date” for the interest payable on any applicable Interest Payment Date means, in the case of the Initial Notes, April 1 and October 1 immediately preceding such Interest Payment Date (whether or not a Business Day) and, in the case of any Additional Notes, such record date (whether or not a Business Day) as may be designated by the Issuers in accordance with the provisions Section 2.2, in each case, next preceding such Interest Payment Date.

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

“Regulation S Global Note” means a Temporary Regulation S Global Note or Permanent Regulation S Global Note, as applicable.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary will not be deemed to be Related Business Assets if they consist of securities of a Person, unless such Person is, or upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Remaining Unsecured Notes” means any 8.00% senior cash pay notes due 2021 and 8.75%/9.50% senior PIK toggle notes due 2021 that remain outstanding following the consummation of the Exchange Offers.

“Remaining Unsecured Notes Exchange Indebtedness” means:

(a)           additional Third Lien Notes Incurred to Refinance any of the Remaining Unsecured Notes and guarantees of such additional Third Lien Notes by the Subsidiary Guarantors; or

(b)           unsecured Indebtedness Incurred to Refinance any of the Remaining Unsecured Notes and guarantees of such unsecured Indebtedness by the Subsidiary Guarantors;

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so long as, in each case of (a) and (b), any such Indebtedness (i) otherwise qualifies as Permitted Refinancing Indebtedness with respect to the Remaining Unsecured Notes (except that such additional Third Lien Notes and guarantees thereof may be secured with Third Lien Notes Liens on the Collateral and guaranteed by any Person that guarantees the Third Lien Notes, including the Notes PropCo and the Extended Term Loan PropCo), (ii) has no amortization, (iii) is not subject to any “most-favored nation” provision, (iv) has a maturity date no earlier than the maturity date of the Third Lien Notes issued on the Issue Date, (v) in the case of (a), has a cash interest rate not exceeding the cash interest rate on the Third Lien Notes issued in the Exchange Offer for the same class of Unsecured Notes and (vi) in the case of (b), has a cash interest rate not exceeding the cash interest rate on the relevant class of Remaining Unsecured Notes outstanding as of the Issue Date.

“Remaining Unsecured Notes Exchange Obligations” means the Indebtedness and the related Obligations under the Remaining Unsecured Notes Exchange Indebtedness and the other Indebtedness Documents related to the Remaining Unsecured Notes Exchange Indebtedness.

“Required Collateral Lien Priority” means, with respect to any Lien on any Collateral, that such Lien on such Collateral has the priority indicated in the table below, based on the category of asset subject to such Lien listed at the top of each column and the Obligations secured by such Lien listed at the beginning of each row:

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(i)             Notes Liens on MYT Limited Guarantee Collateral will be released following the earlier to occur of (i) a MYT Deposit Event and (ii) the provision of MYT Alternate Security pursuant to the terms of the MYT Guarantee and Collateral Agreement.

(ii)          Recovery not to exceed $200.0 million, together with recovery for Second Lien Notes Obligations.

(iii)       Recovery not to exceed $200.0 million, together with recovery for Third Lien Notes Obligations.

(iv)      Priority shall be pari passu with the Extended Term Loan Liens and the Non-Participating Term Loan Exchange Liens (or if there are no Extended Term Loan Liens or Non-Participating Term Loan Exchange Liens, (i) with respect to the Call Right Collateral prior to the Call Right Cap Recovery, the 2028 Debenture Obligations will retain its Lien priority thereon (i.e., third priority) and (ii) with respect to the Extended Term Loan Priority Real Estate Collateral, Original Term Loan Priority Collateral, and the Equity Interests in the Extended Term Loan PropCo, the Lien priority provided for the 2028 Debentures will be pari passu with the highest priority Lien remaining on the relevant asset) solely on assets if and to the extent required by the 2028 Debentures Indenture as in effect on the Issue Date. The Trustee and the Notes Collateral Agent may conclusively rely on a written statement of an Officer of the Issuers as to the priority of any asset and any requirements set forth in documents referenced in this footnote.

(v)         To the extent no Extended Term Loan Obligations or Non-Participating Term Loan Exchange Obligations are outstanding, if the Call Right Cap Recovery has occurred, priority will be pari passu with the highest priority Lien remaining on the relevant asset, solely on assets if and to the extent required by the 2028 Debentures Indenture. The Trustee and the Notes Collateral Agent may conclusively rely on a written statement of an Officer of the Issuers as to the priority of any asset and any requirements set forth in documents referenced in this footnote.

“Required PropCo Guarantee Priority” means, with respect to any guarantee of Permitted PropCo Guaranteed Obligations by Notes PropCo or Extended Term Loan PropCo, that such guarantee has the priority indicated in the table below in respect of contractual right of payment, based on the Obligations guaranteed by Notes PropCo and Extended Term Loan PropCo (as the case may be) listed at the beginning of each row:

To the extent no Extended Term Loan Obligations nor any Non-Participating Term Loan Exchange Obligations are outstanding, after a Call Right Cap Recovery the priority of the guarantee by Notes PropCo of 2028 Debenture Obligations shall match the priority of the senior-most remaining guarantee.

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“Required Financial Statements” means the financial statements required to be delivered under Section 3.2.

“Restricted Definitive Note” means a Definitive Note bearing the Private Placement Legend.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

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

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means any Subsidiary of a Person other than an Unrestricted Subsidiary of such Person.  Unless otherwise indicated in this Indenture, all references to Restricted Subsidiaries will mean Restricted Subsidiaries of the Issuer.

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

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

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, or any successor to the rating agency business thereof.

“SEC” means the Securities and Exchange Commission.

“Second Lien Obligations” means, with respect to any Collateral, the Notes Obligations and any other Indebtedness or other Obligations secured by a Second Lien thereon.

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

“Security Documents” means the Notes Collateral Agreement, the MYT Guarantee and Collateral Agreement, the Intercreditor Agreements, the Copyright Security Agreement and the Trademark Security Agreement related to the Notes and mortgages, intellectual property security notices and any other agreements, filings and instruments granting, perfecting or otherwise evidencing the Notes Liens.

“Senior Priority Obligations” means, with respect to the Net Cash Proceeds of a Collateral Asset Sale of any asset, (i) if such asset is not an asset of Notes PropCo or Extended Term Loan PropCo, Indebtedness that is secured by a Lien on such

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asset that ranks senior to the Notes Liens on such asset (after taking into account the Notes Priority Real Estate Recovery, if applicable), (ii) if such asset is an asset of Notes PropCo, Indebtedness that is guaranteed by Notes PropCo on a basis senior to the Notes PropCo Guarantee (after taking into account the Notes Priority Real Estate Recovery, if applicable), and (iii) if such asset is an asset of Extended Term Loan PropCo, Indebtedness that is guaranteed by Extended Term Loan PropCo on a basis senior to the Extended Term Loan PropCo Guarantee; provided that, in no event shall Remaining Unsecured Notes Obligations be Senior Priority Obligations.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Similar Business” means any business engaged or proposed to be engaged in by the Issuer and its Restricted Subsidiaries on the Issue Date and any business or other activities that are similar, ancillary, complementary, incidental or related to, or an extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries is engaged on the Issue Date.

“Sponsors” means, any of Ares Corporate Opportunities Fund III, L.P., Ares Corporate Opportunities Fund IV, L.P., the Canada Pension Plan Investment Board and any of their respective Affiliates and funds or partnerships managed or advised by any of them or any of their respective Affiliates, but not including any operating portfolio company of any of the foregoing.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

“Subordinated Indebtedness” means (i) any Indebtedness or related Obligations of the Issuers or the Subsidiary Guarantors that are subordinated in right of payment to any of the Notes Obligations, (ii) any unsecured Indebtedness or related Obligations of the Issuers or the Subsidiary Guarantors (including the Remaining Unsecured Notes), (iii) any Indebtedness or related Obligations of the Issuers or the Subsidiary Guarantors (including Junior Lien Obligations) that are secured by Liens on the Collateral ranking junior to the Notes Liens, (iv) the Third Lien Notes Obligations, (v) the Remaining Unsecured Notes Exchange Obligations and (vi) the Non-Participating Term Loan Obligations; provided that Non-Participating Term Loan Obligations shall not be deemed to be Subordinated Indebtedness with respect to repayments of such Indebtedness from Net Cash Proceeds of Non-Participating Term Loan Collateral securing such Indebtedness (to the extent the Non-Participating Term Loan Liens on such Non-Participating Term Loan Collateral are senior in priority to the Notes Liens on such Non-Participating Term Loan Collateral) in accordance with Section 3.7.  For the avoidance of doubt, (i) the ABL Obligations, the Extended Term Loan Obligations, the

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Non-Participating Term Loan Exchange Obligations and the 2028 Debentures Obligations shall not be deemed to be Subordinated Indebtedness and (ii) for purposes of the application of Section 3.7 with respect to any asset, (A) any Obligations guaranteed by the holder of such asset on a basis that is junior to the relevant guarantee of the Notes Obligations and (B) any Obligations secured by a Lien on such asset ranking junior to the Lien on such asset securing the Notes Obligations, in each case, shall be Subordinated Indebtedness.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which (1) Equity Interests having ordinary voting power (other than Equity Interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors of such corporation, partnership, limited liability company or other entity are at the time owned by such Person; or (2) more than 50.0% of the Equity Interests are at the time owned by such Person.

“Subsidiary Guarantee” means the guarantee of the Guaranteed Obligations that is required to be provided pursuant to Section 3.11 and Article X, including the Notes PropCo Guarantee and the Extended Term Loan PropCo Guarantee and excluding the MYT Limited Guarantees.

“Subsidiary Guarantor” means any Subsidiary of the Issuers that provides a guarantee of the Guaranteed Obligations, as required by Section 3.11 and Article X, including Notes PropCo and Extended Term Loan PropCo and excluding the MYT Entities and the MYT Guarantor Entities unless such entities Incur Indebtedness or other Obligations after the Issue Date that require such entities to provide Subsidiary Guarantees pursuant to Section 3.11 and Article X.

“Taxes” means all present and future taxes, levies, imposts, deductions, duties, assessment, fees, withholdings (including backup withholding) or other charges imposed by any government or taxing authority, including any interest, additions to tax or penalties with respect thereto.

“Temporary Regulation S Global Note” means a temporary Global Note in the form of Exhibit A bearing the Global Note Legend, the Guarantor Legend, the Private Placement Legend, and the Temporary Regulation S Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903.

“Temporary Regulation S Legend” means the legend set forth in Section 2.1(e).

“Term/Notes Priority Collateral” means all Collateral other than ABL Priority Collateral.

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“Term/Notes Priority Proceeds” means all cash, money, instruments, securities, financial assets, deposit accounts and insurance payments directly received as proceeds of any Term/Notes Priority Collateral.

“Third Lien” means, with respect to any Collateral, the Lien on such Collateral securing the Third Lien Notes Obligations and any Lien on such Collateral that has the same priority as that of the Lien on such Collateral securing the Third Lien Notes Obligations.

“Third Lien Notes” means (x) the 8.000% Third Lien Notes due October 25, 2024 and (y) the 8.750% Third Lien Notes due October 25, 2024, in each of case (x) and (y) to be issued by the Issuer pursuant to an indenture to be dated on or about the Issue Date, as the same may be amended from time to time (the “Third Lien Notes Indentures”).

“Third Lien Notes Collateral Agent” means Wilmington Trust, National Association, as collateral agent under each of the Third Lien Notes Indentures and any successor thereto.

“Third Lien Notes Liens” means Liens on the Collateral, which Liens have the Required Collateral Lien Priority for Liens securing the Third Lien Obligations.

“Third Lien Notes Obligations” means the Indebtedness and related Obligations under the Third Lien Notes and the other Indebtedness Documents related to the Third Lien Notes.

“Third Lien Obligations” means, with respect to any Collateral, the Third Lien Notes Obligations and any other Indebtedness or other Obligations secured by a Third Lien thereon.

“TIA” means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the Issue Date.

“Transaction Support Agreement” means that certain transaction support agreement, dated March 25, 2019, by and among Neiman Marcus Group, Inc. and each of its Subsidiaries signed thereunder, the Sponsors, certain Pre-Transactions Term Loan Lenders signed thereunder (the “Consenting Pre-Transactions Term Loan Lenders”), nominees, investment managers, advisors or subadvisors to funds and/or accounts, or trustees of trusts, that hold certain of the Issuer’s Unsecured Notes signed thereunder (the “Consenting Pre-Transactions Unsecured Noteholders”).

“Transactions” means the issuance of the Second Lien Notes and the Guarantees thereof, the issuance of the Third Lien Notes and the guarantees thereof, the amendment or amendment and restatement of the Pre-Transactions Term Loan Agreement into the Extended Term Loan Agreement and the borrowing thereunder, the issuance of the MYT Holdco Preferred Stock and other transactions as contemplated by the terms of the Transaction Support Agreement.

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“Treasury Rate” means, as of the applicable Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to such Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to the First Call Date; provided, however, that if the period from such Redemption Date to the First Call 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 will be used.

“Trust Officer” means any officer within the corporate trust administration department of the Trustee, with direct responsibility for performing the Trustee’s duties under this Indenture and also means, with respect to a particular corporate trust matter, any other officer of the Trustee to whom such matter is referred because of such person’s knowledge of and familiarity with the particular subject.

“Trustee” has the meaning set forth in the preamble hereto.

“Uniform Commercial Code” or “UCC” means the Uniform Commercial Code as in effect from time to time in the State of New York; provided, however, that in the event that, by reason of mandatory provisions of law, any or all of the perfection or priority of, or remedies with respect to, any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction solely for purposes of the provisions hereof relating to such perfection, priority or remedies.

“Unrestricted Definitive Note” means one or more Definitive Notes that do not bear and are not required to bear the Private Placement Legend.

“Unrestricted Global Note” means a permanent Global Note substantially in the form of Exhibit A attached hereto that bears the Global Note Legend and the Guarantor Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary or its nominee, representing Notes that do not bear the Private Placement Legend.

“Unrestricted Subsidiary” means, at any time that such Person is a Subsidiary of the Issuer, any MYT Entity in the event any MYT Entity is required to be contributed to the Issuer or its subsidiaries in accordance with any settlement, judgment, court order or other resolution of a claim, cause of action or litigation with respect to the MyTheresa Distribution.  In the event any such MYT Entity is required to be contributed to the Issuer or its subsidiaries in accordance with the immediately preceding sentence, 100% of the Equity Interests of the top-tier MYT Entity (the “Contributed MYT Equity Interests”) held by the Issuer or any of its Subsidiary Guarantors immediately following such contribution shall be required to be pledged as Collateral to the Notes Collateral

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Agent to secure the Notes Obligations on a second-priority basis, subject to (i) the first-priority Liens on such Contributed MYT Equity Interests securing the Extended Term Loan Obligations and the 2028 Debentures Obligations and Non-Participating Term Loan Exchange Obligations (if any), (ii) the third-priority Liens on such Contributed MYT Equity Interests securing the Third Lien Notes Obligations and (iii) the fourth-priority Liens on such Contributed MYT Equity Interests securing the ABL Obligations; provided, however, that notwithstanding the foregoing, such pledge of Contributed MYT Equity Interests shall not affect the MYT Waterfall or the MYT Covenants; provided, further, however that in the event such Contributed MYT Equity Interests are required to be distributed in accordance with Section 3.4(b)(xiv), then any such equity pledges or Liens granted on such Contributed MYT Equity Interests contemplated by this definition of “Unrestricted Subsidiary” shall be automatically and immediately released without any further action by any party.

“Unsecured Notes” means the 8.00% senior cash pay notes due 2021 and the 8.75%/9.50% senior PIK toggle notes due 2021 of the Issuer and Corporate Co-Issuer.

“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 by the United States of America,

which, in each case, are not callable or redeemable at the option of the issuer thereof, and will also include a depository 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 depository 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 depository 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 depository receipt.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote (without regard to the occurrence of any contingency) in the election of the Board of Directors of such Person.

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“Weighted Average Life to Maturity” means, when applied to any Indebtedness or Disqualified Stock or Preferred Stock, as the case may be, at any date, the quotient obtained by dividing:

(1)           the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment, by

(2)           the sum of all such payments.

“Wholly Owned Restricted Subsidiary” is any Wholly Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a direct or indirect Subsidiary of such Person 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares or shares or interests required pursuant to applicable law) will at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.

SECTION 1.2.      Other Definitions.

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SECTION 1.3.              Rules of Construction.  Unless the context otherwise requires:

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

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

(c)           “or” is not exclusive;

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(d)           “including” means including without limitation;

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

(f)            the word “will” has the same meaning as “shall” and denotes a mandatory requirement;

(g)           references to sections of, or rules under, the Securities Act or Exchange Act will be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(h)           unless the context otherwise requires, any reference to an “Article,” “Section” or “clause” refers to an Article, Section or clause, as the case may be, of this Indenture;

(i)            unless the context otherwise requires, all references to any “interest” or to any other amount payable on or with respect to the Notes shall be deemed to refer to Cash Interest or PIK Interest as the context may require;

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

(k)           notwithstanding anything to the contrary in this Indenture, solely for purposes of determining whether any notice, direction, action to be taken or consent to be given under this Indenture is authorized, provided or given (as the case may be) by a sufficient aggregate principal amount of Notes, an owner of a beneficial interest in a Global Note shall be treated as a Holder, and the Trustee shall accept reasonable evidence of such beneficial interest provided by such owner (which may be in the form of “screenshots” of such owner’s position).

ARTICLE II

The Notes

SECTION 2.1.              Form and Dating.

(a)           The Notes and the Trustee’s certificate of authentication will be substantially in the form of Exhibit A hereto, the terms of which are incorporated in and made a part hereof.  The Notes may have notations, legends or endorsements approved as to form by the Issuers, and required by law, stock exchange rule, agreements to which the Issuers are subject or usage.  Each Note will be dated the date of its authentication.  The Notes will be issuable only in minimum denominations of $2,000.00 and integral multiples of $1.00 in excess thereof. On any Interest Payment Date on which the Issuers pay PIK Interest (a “PIK Payment”), with respect to a Global Note, the Trustee will increase the principal amount of such Global Note by an amount equal to the PIK Interest payable, rounded down to the nearest whole dollar, for the relevant interest period on the

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principal amount of such Global Note, to the credit of the Holders on the relevant record date and an adjustment will be made on the register maintained by the Registrar with respect to such Global Note to reflect such increase. On any Interest Payment Date on which the Issuers makes a PIK Payment by issuing Definitive Notes (a “PIK Interest Note”) under this Indenture having the same terms as the Notes, the principal amount of any such PIK Interest Note issued to any Holder, for the relevant interest period as of the relevant record date for such Interest Payment Date, will be rounded down to the nearest whole dollar. In connection with any PIK Payment, the Issuers are entitled, without the consent of the Holders (and without regard to any restrictions or limitations set forth under Sections 3.3 and 3.5), to increase the outstanding principal amount of the Notes or to issue the PIK Interest Notes under this Indenture on the same terms and conditions as the Notes.

(b)           Additional Notes may be issued only in compliance with this Indenture, including Sections 3.3 and 3.5 of this Indenture. The Issuers will have the right to designate the maturity date, interest rate and optional redemption provisions applicable to each series of Additional Notes, which may differ from the maturity date, interest rate and optional redemption provisions applicable to the Initial Notes.  Additional Notes that differ with respect to maturity date, interest rate or optional redemption provisions from the Initial Notes will constitute a different series of Notes from the Initial Notes.  Additional Notes that have the same maturity date, interest rate and optional redemption provisions as the Initial Notes will be treated as the same series as the Initial Notes and any PIK Interest Notes (including any increases in Global Notes reflecting a PIK Payment) unless otherwise designated by the Issuers.  Except as otherwise provided in Section 9.2(a), the Initial Notes, any PIK Interest Notes (including any increases in Global Notes reflecting a PIK Payment) and any Additional Notes issued under this Indenture will vote and consent together on all matters as one class and no series of Notes will have the right to vote or consent as a separate class on any matter.  The Issuers will also have, subject to the provisions of Section 9.2(a), the right to vary the application of the provisions of this Indenture to any series of Additional Notes. Unless the context requires otherwise, references to “Notes” for all purposes of this Indenture include the PIK Interest Notes (or any increase in the principal amount of a Global Note) and any Additional Notes that are actually issued and any references to “principal amount” of the Notes include any increase in the principal amount of the outstanding Notes as a result of a PIK Payment.

(c)           The Notes will initially be issued in the form of one or more Global Notes and The Depository Trust Company (“DTC”), its nominees and their respective successors, will act as the Depositary with respect thereto.  Each Global Note will represent such of the outstanding Notes as will be specified therein and each will provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions and the payment of PIK Interest.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Notes Custodian, at the direction of the Trustee, in accordance with instructions given by

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the Holder thereof as required by Section 2.6 or by the Issuers in connection with a PIK Payment. Each Global Note (i) will be registered in the name of the Depositary for such Global Note or the nominee of such Depositary, (ii) will be delivered by the Trustee to such Depositary or held by the Notes Custodian for the Depositary pursuant to such Depositary’s instructions, (iii) will bear a Global Note Legend in substantially the following form:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUERS OR THEIR AGENT 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.

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE DEPOSITARY OR A NOMINEE OF THE DEPOSITARY OR A SUCCESSOR DEPOSITARY.  THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

and (iv) will bear a Guarantor Legend in substantially the following form:

(A) THE GUARANTEE BY EXTENDED TERM LOAN PROPCO OF THE GUARANTEED OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “EXTENDED TERM LOAN SUBORDINATION AGREEMENT”) DATED AS OF JUNE 7, 2019 AMONG THE

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COLLATERAL AGENT, EXTENDED TERM LOAN PROPCO AND THE OTHER PARTIES THERETO, TO THE SENIOR PRIORITY GUARANTEE OBLIGATIONS (AS DEFINED THEREIN); AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT; AND (B) THE GUARANTEE BY NOTES PROPCO OF THE GUARANTEED OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “NOTES PROPCO SUBORDINATION AGREEMENT”) DATED AS OF JUNE 7, 2019 AMONG THE COLLATERAL AGENT, NOTES PROPCO AND THE OTHER PARTIES THERETO, TO THE SENIOR PRIORITY GUARANTEE OBLIGATIONS (AS DEFINED TEHREIN); AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF THE NOTES PROPCO SUBORDINATION AGREEMENT.

(d)           Except as permitted by Section 2.6(g), any Note not registered under the Securities Act will bear the following private placement legend (the “Private Placement Legend”) on the face thereof:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  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, SUCH REGISTRATION.  THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH AN ISSUER OR ANY AFFILIATE OF THE ISSUERS WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE

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ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A 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) 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, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

BY ITS ACQUISITION OF THIS NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-103 AS MODIFIED BY SECTION 3(42) OF ERISA OR OTHERWISE OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.

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(e)           The Temporary Regulation S Global Note will bear a legend in substantially the following form:

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  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, SUCH REGISTRATION.  THE HOLDER OF THIS NOTE, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED NOTES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, (A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A 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) 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 OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUERS’ AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.  BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR

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THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

BY ITS ACQUISITION OF THIS NOTE, THE HOLDER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (1) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE OR HOLD THIS NOTE CONSTITUTES THE ASSETS OF AN EMPLOYEE BENEFIT PLAN THAT IS SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), A PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR PROVISIONS UNDER ANY OTHER FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, “SIMILAR LAWS”), OR OF AN ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-103 AS MODIFIED BY SECTION 3(42) OF ERISA OR OTHERWISE OR (2) THE ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A SIMILAR VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.

(f)            Each Global Note and each Definitive Note issued at a more than de minimis discount to its redemption price at maturity (and all Notes issued in exchange therefor or substitution thereof) will bear an OID Legend in substantially the following form (the “OID Legend”):

THIS NOTE IS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR PURPOSES OF SECTION 1271 ET SEQ. OF THE INTERNAL REVENUE CODE. A HOLDER MAY OBTAIN THE ISSUE PRICE, AMOUNT OF ORIGINAL ISSUE DISCOUNT, ISSUE DATE AND YIELD TO MATURITY FOR SUCH NOTE BY SUBMITTING A REQUEST FOR SUCH INFORMAITON TO THE ISSUERS AT THE FOLLOWING ADDRESS: NEIMAN MARCUS GROUP LTD INC., ONE MARCUS SQUARE, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, ATTENTION: LEGAL DEPARTMENT.

(g)           Members of, or Participants in, the Depositary (“Agent Members”) will have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary, or the Trustee as Notes Custodian and the Depositary may be treated by the Issuers, the Trustee and any agent of the Issuers or the Trustee as the absolute owner of the Global Note for all purposes whatsoever, including but not limited

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to notices and payments.  Notwithstanding the foregoing, nothing herein will prevent the Issuers, the Trustee or any agent of the Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices governing the exercise of the rights of a Holder of any Note.  Notwithstanding anything to the contrary contained herein, any notice to be delivered to DTC (including, but not limited to, a notice of redemption) may be delivered electronically by the Trustee or the Issuers in accordance with Applicable Procedures of DTC.

SECTION 2.2.              Form of Execution and Authentication.  An Officer will sign the Notes for each of the Issuers by manual or facsimile signature.

If an Officer whose signature is on a Note no longer holds that office at the time the Note is authenticated, the Note will nevertheless be valid.

A Note will not be valid until authenticated by the manual signature of the Trustee.  The signature of the Trustee will be conclusive evidence that the Note has been authenticated under this Indenture.

The Trustee will authenticate (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $550,000,000 and (b) subject to compliance with Section 3.3, one or more series of Additional Notes for original issue after the Issue Date (such Notes to be substantially in the form of Exhibit A) in an unlimited amount, in each case upon written order of each of the Issuers signed by an Officer of each of the Issuers (an “Authentication Order”), which Authentication Order will, in the case of any issuance of Additional Notes, certify that such issuance is in compliance with Section 3.3.  In addition, at any time, from time to time, the Trustee shall upon an Authentication Order authenticate and deliver PIK Interest Notes that may be validly issued under this Indenture.

Each such Authentication Order will specify the amount of Notes to be authenticated, the date on which the Notes are to be authenticated, whether the securities are to be Initial Notes or Additional Notes and the aggregate principal amount of Notes outstanding on the date of authentication, and will further specify the amount of such Notes to be issued as Global Notes or Definitive Notes.  Such Notes will initially be in the form of one or more Global Notes, which (i) will represent, and will be denominated in an amount equal to the aggregate principal amount of, the Notes to be issued, (ii) will be registered in the name of the Depositary or its nominee and (iii) will be held by the Notes Custodian.

The Trustee may appoint an authenticating agent reasonably acceptable to the Issuers to authenticate Notes.  Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with the Issuers or any Affiliate of the Issuers. The initial authenticating agent is The Huntington National Bank.

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Notwithstanding anything to the contrary herein, no Officer’s Certificate or Opinion of Counsel shall be required to be delivered in connection with a payment of PIK Interest (whether by an issuance of PIK Interest Notes or by an increase in Global Notes reflecting a PIK Payment).

SECTION 2.3.              Registrar and Paying Agent.  The Issuers will maintain (i) an office or agency where Notes may be presented for registration of transfer or for exchange (including any co-registrar, the “Registrar”) and (ii) an office or agency in the United States where Notes may be presented for payment (“Paying Agent”).  The Registrar will keep a register of the Notes and of their transfer and exchange and, upon written request from the Issuers, the Registrar will provide the Issuers with a copy of such register to enable them to maintain a register of the Notes at their registered offices.  The Issuers may appoint one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent.  The Issuers may change any Paying Agent, Registrar or co-registrar without prior notice to any Holder.  The Issuers will notify the Trustee in writing and the Trustee will notify the Holders of the name and address of any Agent not a party to this Indenture.  The Issuers or any of their Subsidiaries may act as Paying Agent, Registrar or co-registrar.  The Issuers will enter into an appropriate agency agreement with any Agent not a party to this Indenture.  The agreement will implement the provisions hereof that relate to such Agent.  The Issuers will notify the Trustee in writing of the name and address of any such Agent.  If the Issuers fail to maintain a Registrar or Paying Agent, or fails to give the foregoing notice, the Trustee will act as such, and will be entitled to appropriate compensation in accordance with Section 7.6.

The Issuers initially appoint the Trustee as Registrar and Paying Agent  with respect to the Notes.

The Issuers shall be responsible for making all calculations called for under the Notes, including determination of redemption price, premium, if any, Applicable Premium, if any, interest, determination of the amount of interest that shall be payable as PIK Interest or Cash Interest and any additional amounts or other amounts payable on the Notes.  The Issuers will make the calculations in good faith and, absent manifest error, their calculations will be final and binding on the Holders.  The Issuers will provide a schedule of such calculations to the Trustee, certified by an Officer of the Issuer, and the Trustee is entitled to rely conclusively on the accuracy of the Issuer’s calculations without independent verification.  The Trustee shall forward the Issuers’ calculations to any Holder upon the written request of such Holder.

SECTION 2.4.              Paying Agent to Hold Money in Trust.  The Issuers will require each Paying Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of the Holders or the Trustee all money held by the Paying Agent for the payment of principal of, premium, if any, and interest on the Notes, and will notify the Trustee in writing of any Default by the Issuers in making any such payment.  While any such Default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee.  The Issuers at any time may require a Paying Agent to pay all money held by such Paying Agent to the Trustee.  Upon payment over to

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the Trustee, the Paying Agent (if other than one of the Issuers) will have no further liability for the money delivered to the Trustee.  If one of the Issuers acts as Paying Agent, it will segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent.

SECTION 2.5.              Lists of Holders.  The Trustee will preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders and will otherwise comply with TIA § 312(a).  If the Trustee is not the Registrar, the Issuers will furnish to the Trustee at least seven 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, including the aggregate principal amount of the Notes held by each thereof, and the Issuers will otherwise comply with TIA § 312(a).

SECTION 2.6.              Transfer and Exchange.

(a)           Transfer and Exchange of Global Notes.  A Global Note may not be transferred except, as a whole, by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  Global Notes will be exchanged by the Issuers for Definitive Notes, subject to any applicable laws, only (i) if the Issuers deliver to the Trustee written notice from the Depositary that the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or that is it is no longer a clearing agency registered under the Exchange Act and, in either case, the Issuers fail to appoint a successor Depositary within 120 days after the date of such notice from the Depositary; (ii) if the Issuers in their sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Definitive Notes and deliver a written notice to such effect to the Trustee; provided that in no event will the Temporary Regulation S Global Note be exchanged by the Issuers for Definitive Notes prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or (iii) upon request of the Trustee or Holders of a majority of the aggregate principal amount of outstanding Notes if there will have occurred and be continuing an Event of Default with respect to the Notes.  In any such case, the Issuers will notify the Trustee in writing that, upon surrender by the Participants and Indirect Participants of their interests in such Global Note, certificated Notes will be issued to each Person that such Participants, Indirect Participants and DTC jointly identify as being the beneficial owner of the related Notes.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Section 2.7 and Section 2.10.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.6 or Section 2.7 or Section 2.10, will be authenticated and delivered in the form of, and will be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 2.6(a).  However, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.6(b) or Section 2.6(c) below.

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(b)           Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions hereof and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth in this Indenture to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also will require compliance with the applicable subparagraphs below.

(i)            Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, no transfer of beneficial interests in a Temporary Regulation S Global Note may be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser) unless permitted by applicable law and made in compliance with Section 2.6(b)(ii) and Section 2.6(b)(iii) below.  Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions will be required to be delivered to the Registrar to effect the transfers described in this Section 2.6(b)(i) unless specifically stated above.

(ii)           All Other Transfers and Exchanges of Beneficial Interests in Global Notes.  In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.6(b)(i) above, the transferor of such beneficial interest must deliver to the Registrar either (A) (1) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase, or (B) (1) if Definitive Notes are at such time permitted to be issued pursuant to this Indenture, a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note will be registered to effect the transfer or exchange referred to in (1) immediately above; provided that in no event will Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Temporary Regulation S Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee will adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.6(i) below.

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(iii)          Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.6(b)(ii) above and the Registrar receives the following:

(A)          if the transferee will take delivery in the form of a beneficial interest in a 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and

(B)          if the transferee will take delivery in the form of a beneficial interest in the Temporary Regulation S Global Note or the Permanent Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof.

(iv)          Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.6(b)(ii) above, and

(A)          the Registrar receives the following:

(1)           if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(2)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who will take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers have so requested) in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

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If any such transfer is effected pursuant to subparagraph (A) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer will issue and, upon receipt of an Authentication Order in accordance with Section 2.2, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (A) above.

Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(c)           Transfer and Exchange of Beneficial Interests for Definitive Notes.

(i)            Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes.  Subject to Section 2.6(a), if any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then upon receipt by the Registrar of the following documentation:

(A)          if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

(B)          if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)          if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)          if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)           if such beneficial interest is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)           if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof;

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the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(i) below, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the certificate a Restricted Definitive Note in the appropriate principal amount.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest will instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee will deliver such Restricted Definitive Notes to the Persons in whose names such Notes are so registered.  Any Restricted Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.6(c)(i) will bear the Private Placement Legend and will be subject to all restrictions on transfer contained therein.

(ii)           Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes.  Notwithstanding Section 2.6(c)(i)(A) and Section 2.6(c)(i)(C), a beneficial interest in the Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(iii)          Transfer and Exchange of Beneficial Interests in Restricted Global Notes for Unrestricted Definitive Notes.  Subject to Section 2.6(a), a holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

(A)          the Registrar receives the following:

(1)           if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Definitive Note that does not bear the Private Placement Legend, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(2)           if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who will take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof,

and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuers (except in the case the

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Issuers have so requested) in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iv)          Transfer and Exchange of Beneficial Interests in Unrestricted Global Notes for Unrestricted Definitive Notes.  Subject to Section 2.6(a), if any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.6(b)(ii) above, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.6(i) below, and the Issuers will execute and the Trustee will authenticate and deliver to the Person designated in the certificate an Unrestricted Definitive Note in the appropriate principal amount.  Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iv) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest will instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee will deliver such Unrestricted Definitive Notes to the Persons in whose names such Notes are so registered.  Any Unrestricted Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.6(c)(iv) will not bear the Private Placement Legend.

(d)           Transfer and Exchange of Definitive Notes for Beneficial Interests.

(i)            Transfer and Exchange of Restricted Definitive Notes for Beneficial Interests in Restricted Global Notes.  If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation:

(A)          if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)          if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)          if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with

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Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)          if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)           if such Restricted Definitive Note is being transferred to the Issuers or any of their Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(F)           if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note.

(ii)           Transfer and Exchange of Restricted Definitive Notes for Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)          the Registrar receives the following:

(1)           if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(2)           if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who will take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers so request or if the Applicable Procedures so require, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers have so requested) in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this

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Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.6(d)(ii), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(iii)          Transfer and Exchange of Unrestricted Definitive Notes for Beneficial Interests in Unrestricted Global Notes.  A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from an Unrestricted Definitive Note or a Restricted Definitive Note, as the case may be, to a beneficial interest is effected pursuant to Section 2.6(d)(ii)(A) or this Section 2.6(d)(iii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuers will issue and, upon receipt of an Authentication Order in accordance with Section 2.2, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Unrestricted Definitive Notes or Restricted Definitive Notes, as the case may be, so transferred.

(e)           Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 2.6(e), the Registrar will register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder will present or surrender to the Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or its attorney, duly authorized in writing.  In addition, the requesting Holder will provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.6(e).

(i)            Transfer of Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the following:

(A)          if the transfer will be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

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(B)          if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)          if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including, if the Issuers so request, a certification and/or Opinion of Counsel in form reasonably acceptable to the Issuers to the effect that such transfer is in compliance with the Securities Act.

(ii)           Transfer and Exchange of Restricted Definitive Notes for Unrestricted Definitive Notes.  Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

(A)          the Registrar receives the following:

(1)           if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(2)           if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who will take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the applicable certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (A), if the Registrar or the Issuers so request, an Opinion of Counsel of the Holder or the Issuers (except in the case the Issuers so request) in form reasonably acceptable to the Issuers to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained in this Indenture and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(iii)          Transfer of Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Registrar will register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)            Temporary Regulation S Global Note.

(i)            Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Temporary Regulation S Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Notes

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Custodian and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Issuers and authenticated by the Trustee as hereinafter provided.

(ii)           During the Restricted Period, beneficial ownership interests in Temporary Regulation S Global Notes may only be sold, pledged or transferred (A) to the Issuers, (B) in an offshore transaction in accordance with Rule 904 of Regulation S (other than a transaction resulting in an exchange for an interest in a Permanent Regulation S Global Note) or (C) pursuant to an effective registration statement under the Securities Act, in each case in accordance with any applicable securities laws of any State of the United States; and beneficial interests in a 144A Global Note may be transferred to a Person who takes delivery in the form of an interest in a Regulation S Global Note, whether before or after the expiration of the Restricted Period, only if the transferor first delivers to the Trustee a written certificate to the effect that such transfer is being made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if applicable).

(iii)          Within a reasonable period after expiration or termination of the Restricted Period, beneficial interests in each Temporary Regulation S Global Note will be exchanged for beneficial interests in a Permanent Regulation S Global Note upon delivery to DTC of the certification of compliance and the transfer of applicable Notes pursuant to the Applicable Procedures.  Simultaneously with the authentication of the corresponding Permanent Regulation S Global Note, the Trustee will cancel the corresponding Temporary Regulation S Global Note.  The aggregate principal amount of a Temporary Regulation S Global Note and a Permanent Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided.

(iv)          Notwithstanding anything to the contrary in this Section 2.6, a beneficial interest in the Temporary Regulation S Global Note may not be exchanged for a Definitive Note or transferred to a Person who takes delivery thereof in the form of a Definitive Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904.

(g)           Private Placement Legend.

(i)            Except as permitted by subparagraph (ii) below, each Restricted Global Note and each Restricted Definitive Note (and all Notes issued in exchange therefor or substitution thereof) will bear the Private Placement Legend.

(ii)           Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii) or (e)(iii) of this Section 2.6 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

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(h)           Global Note Legend.  Each Global Note will bear the Global Note Legend.

(i)            Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 2.11.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Notes Custodian at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Notes Custodian at the direction of the Trustee to reflect such increase.

(j)            General Provisions Relating to Transfers and Exchanges.

(i)            To permit registrations of transfers and exchanges, the Issuers will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Authentication Order in accordance with Section 2.2 or at the Registrar’s request.

(ii)           No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuers may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.2, 2.10, 3.7, 3.9, 5.7, 5.8 and 9.4).

(iii)          All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits hereof, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(iv)          Neither the Registrar nor the Issuers will be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business on a Business Day 15 days before the delivery of a notice of redemption of Notes and ending at the close of business on the day of such delivery, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a Record Date and the next succeeding Interest Payment Date.

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(v)           Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Issuers may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Issuers will be affected by notice to the contrary.

(vi)          The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 2.2.

(vii)         All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.6 to effect a registration of transfer or exchange may be submitted by facsimile or electronically.

(viii)        The Trustee will have no 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 Participants or Indirect Participants) 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.

(ix)          None of the Trustee, the Issuers or any Agent will have any responsibility for any actions taken or not taken by the Depositary.

(x)           Affiliates of the Issuers, including investment funds affiliated with either of the Sponsors, may acquire, hold and dispose of the Notes and exercise voting, consent and other similar rights with respect to such Notes (subject to the express restrictions contained in this Indenture).

SECTION 2.7.              Replacement Notes.  If any mutilated Note is surrendered to the Trustee, or the Issuers and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, the Issuers will issue and the Trustee, upon receipt of an Authentication Order, will authenticate a replacement Note if the Trustee’s requirements for replacements of Notes are met.  The Holder must supply indemnity or security sufficient in the judgment of the Trustee (with respect to the Trustee) and the Issuers (with respect to the Issuers) to protect the Issuers, the Trustee, any Agent or any authenticating agent from any loss which any of them may suffer if a Note is replaced.  The Issuers and the Trustee may charge for their fees and expenses in replacing a Note including amounts to cover any tax, assessment, fee or other governmental charge that may be imposed in relation thereto.

Every replacement Note is an obligation of the Issuers.

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SECTION 2.8.              Outstanding Notes.  The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation and those described in this Section 2.8 as not outstanding.

For the avoidance of doubt, the aggregate principal amount outstanding under any Note shall include any increase in the outstanding principal amount in Global Notes as the result of payment of PIK Interest.

If a Note is replaced pursuant to Section 2.7, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a protected purchaser.

If the principal amount of any Note is considered paid under Section 3.1, it will cease to be outstanding and interest on it will cease to accrue.

Subject to Section 2.9, a Note does not cease to be outstanding because the Issuers, a Subsidiary of the Issuers or an Affiliate of any of the Issuers holds the Note.

SECTION 2.9.              Treasury Notes.  In determining whether the Holders of the requisite portion of outstanding Notes have concurred in any request, demand, authorization, direction, notice, waiver or consent (other than in respect of any action pursuant to Section 9.2(a), which requires the consent of each Holder of an affected Note), Notes Beneficially Owned by, or held by or for the account of, the Issuers, any Subsidiary of the Issuers or any Affiliate of any of the Issuers will be disregarded and considered as though not outstanding.  For purposes of determining whether the Trustee will be protected in relying on any such request, demand, authorization, direction, notice, waiver or consent, only Notes which a Trust Officer actually knows to be so Beneficially Owned or held will be considered as not outstanding.  Upon request of the Trustee, the Issuers will promptly furnish to the Trustee an Officer’s Certificate listing and identifying all Notes, if any, known by the Issuers to be Beneficially Owned or held by or for the account of any of the above-described persons, and the Trustee will be entitled to accept such Officer’s Certificate as conclusive evidence of the facts therein set forth and of the fact that all Notes not listed therein are outstanding for the purpose of any such determination.

SECTION 2.10.            Temporary Notes.  Until Definitive Notes are ready for delivery, the Issuers may prepare and the Trustee will upon receipt of an Authentication Order authenticate temporary Notes.  Temporary Notes will be substantially in the form of Definitive Notes but may have variations that the Issuers consider appropriate for temporary Notes.  Without unreasonable delay, the Issuers will prepare and the Trustee, upon receipt of an Authentication Order, will authenticate Definitive Notes in exchange for temporary Notes.  Until such exchange, temporary Notes will be entitled to the same rights, benefits and privileges as Definitive Notes.

SECTION 2.11.            Cancellation.  The Issuers at any time may deliver Notes to the Trustee for cancellation.  The Registrar and Paying Agent will forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment.  The Trustee

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will cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and will dispose of all canceled Notes in its customary manner (subject to the record retention requirements of the Exchange Act and the Trustee), and upon the written request of the Issuers, the Trustee will deliver copies of such canceled Notes to the Issuers.  The Issuers may not issue new Notes to replace Notes that it has redeemed or paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12.            Payment of Interest; Defaulted Interest.

(a)           Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date will 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 interest at the office or agency of the Issuers maintained for such purpose pursuant to Section 2.3.

(b)           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 will forthwith cease to be payable to the Holder on the regular Record Date by virtue of having been such Holder, 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”) will be paid by the Issuers, at their election in each case, as provided in clause (i) or (ii) below:

(i)            The Issuers 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 will be fixed in the following manner.  The Issuers will 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 unless a shorter period will be acceptable to the Trustee) of the proposed payment (the “Special Interest Payment Date”), and at the same time the Issuers will deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or will make arrangements 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 clause provided.  Thereupon the Issuers will fix a record date (the “Special Record Date”) for the payment of such Defaulted Interest, which will be not more than 15 days and not less than 10 days prior to the Special Interest Payment Date and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Issuers will promptly notify the Trustee of such Special Record Date and will, or at the written request and in the name and expense of the Issuers, the Trustee will, 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 10 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 will be paid on the Special Interest Payment Date to the Persons in

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whose names the Notes (or their respective predecessor Notes) are registered at the close of business on such Special Record Date and will no longer be payable pursuant to the following clause (ii).

(ii)           The Issuers 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 notice given by the Issuers to the Trustee of the proposed payment pursuant to this clause (ii), such manner of payment will be deemed practicable by the Trustee.

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

SECTION 2.13.            CUSIP and ISIN Numbers.  The Issuers in issuing the Notes may use “CUSIP” and/or “ISIN” numbers (if then generally in use).  The Trustee will not be responsible for the use of CUSIP or ISIN numbers, and the Trustee makes no representation as to their correctness as printed on any Note or notice to Holders.  The Issuers will promptly notify the Trustee in writing of any change in the CUSIP or ISIN numbers.  A separate CUSIP or ISIN number will be issued for any Additional Notes, unless (i) the Initial Notes and such Additional Notes have the same maturity date, interest rate and optional redemption provisions and are treated as “fungible” for U.S. federal income tax purposes, (ii) both the Initial Notes and such Additional Notes are issued in the same series (as set forth in Section 2.2) without (or with less than a de minimis amount of) original issue discount for U.S. federal income tax purposes or (iii) another then-recognized identifier is used.

SECTION 2.14.            Record Date.  The Record Date for purposes of determining the identity of Holders entitled to vote or consent to any action by vote or consent authorized or permitted under this Indenture will be determined as provided for in TIA § 316(c).

ARTICLE III

Covenants

SECTION 3.1.              Payment of Notes.  The Issuers will 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 will be considered paid on the date due if by 3:00 p.m. (New York City time) on the Business Day prior to 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 coming 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 payment date pursuant to the terms of this Indenture.

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Each Note will bear interest at a rate equal to: (1) an annual rate of 8.0% payable in cash (“Cash Interest”), plus (2) an annual rate of 6.0% (the “PIK Interest”) payable by increasing the principal amount of the outstanding Notes represented by one or more book entry Notes or Global Notes or, with respect to Notes represented by individual certificates, if any, by issuing PIK Interest Notes, in each case by rounding down to the nearest $1.00.

PIK Interest will be considered paid on the date due if on such date the Trustee has received (i) an Officer’s Certificate to increase the balance of any Global Note to reflect such PIK Interest or (ii) PIK Interest Notes duly executed by the Issuers together with a written order, pursuant to Section 2.02, of the Issuers signed by an Officer of the Issuers requesting the authentication of such PIK Interest Notes by the Trustee. In connection with the payment of PIK Interest in respect of the Notes, the Issuers will, without the consent of Holders (and without regard to any restrictions or limitations set forth under Section 3.3 and Section 3.5), either increase the outstanding principal amount of the Notes or issue PIK Interest Notes under this Indenture.

The Issuers will pay interest on overdue principal at the rate specified therefor in the Notes.

Notwithstanding anything to the contrary contained in this Indenture, the Issuers may, to the extent they are 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.  Any Issuer, any Subsidiary Guarantor, the Trustee and the Paying Agent or any successor in interest to any of the foregoing (each, a “Payor”) may withhold from any interest payment made on any Note to or for the benefit of any Person who is not a “United States person” (as such term is defined for U.S. federal income tax purposes) U.S. federal withholding tax, and pay such withheld amounts to the Internal Revenue Service, unless such Person provides documentation to such Issuer or other Payor such that an exemption from U.S. federal withholding tax would apply to such payment if interest on such Note were treated entirely as income from sources within the United States for U.S. federal income tax purposes. The Payors will have no obligation to gross-up for any such withholding or deduction.

The Issuers shall notify the Trustee and the Paying Agent in the event that they determine that any payment to be made by the Trustee or the Paying Agent under the Notes is a payment which could be subject to FATCA Withholding if such payment were made to a recipient that is generally unable to receive payments free from FATCA Withholding, and the extent to which the relevant payment is so treated, provided, however, that the Issuer’s obligation under this Section 3.1 shall apply only to the extent that such payments are so treated by virtue of characteristics of the Issuers, the Notes, or both.  For purposes of this paragraph, “FATCA Withholding” means any withholding or deduction required pursuant to an agreement described in section 1471(b) of the Code, or otherwise imposed pursuant to sections 1471 through 1474 of the Code, any regulations or agreements thereunder, any official interpretations thereof, or any law implementing an intergovernmental approach thereto.  Additionally, the Issuers hereby covenant with the Trustee and Paying Agent that they will provide the Trustee and Paying Agent with

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sufficient information so as to enable the Trustee or Paying Agent to determine whether or not the Trustee or Paying Agent is obliged, in respect of any payments to be made by it under this Indenture, to make any FATCA Withholding.

SECTION 3.2.              Reports and Other Information.

(a)           Whether or not the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer will provide to the Holders and the Trustee the following reports:

(i)            within 90 days after the end of each fiscal year (or such longer period as would be provided by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), an annual report containing:

(A)          audited annual financial statements of the Issuer and a report thereon from the Issuer’s independent accounting firm;

(B)          a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section similar in scope to the information required under such caption by Form 10-K of the Exchange Act (which shall include a reasonably detailed description during the most recently completed fiscal quarter of any Permitted Investment in excess of $15.0 million made pursuant to clause (24) of the definition thereof); and

(C)          until the earlier to occur of (1) a MYT Deposit Event and (2) the provision of MYT Alternate Security, a narrative discussion of the key financial metrics of the MYT Entities consistent with a customary earnings press release;

(ii)           within 45 days after the end of each of the first three fiscal quarters of each fiscal year (or such longer period as would be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated filer), quarterly reports containing:

(A)          unaudited quarterly financial statements of the Issuer for the fiscal quarter most recently ended and the corresponding fiscal quarter of the prior fiscal year;

(B)          a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” similar in scope to the information required under such caption by Form 10-Q of the Exchange Act and, in the case of the second and third fiscal quarters, the period from the beginning of such fiscal year to the end of such fiscal quarter (which shall include a reasonably detailed description during the most recently completed fiscal quarter of any Permitted Investment in excess of $15.0 million made pursuant to clause (24) of the definition thereof); and

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(C)          until the earlier to occur of (1) a MYT Deposit Event and (2) the provision of MYT Alternate Security, a narrative discussion of the key financial metrics of the MYT Entities consistent with a customary earnings press release; and

(iii)          within the time period specified for filing current reports on Form 8-K by the SEC, all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports for any of the following events (A) significant acquisitions or dispositions by the Issuer or its Restricted Subsidiaries or the MYT Entities, (B) the bankruptcy of the Issuer or a Significant Subsidiary or of any of the MYT Entities, (C) the acceleration of any Indebtedness of the Issuer or any Restricted Subsidiary or any of the MYT Entities having a principal amount in excess of $15.0 million, (D) a change in the Issuer’s certifying independent auditor, (E) the appointment or departure of the Chief Executive Officer or Chief Financial Officer (or persons fulfilling similar duties) of the Issuer or any of the MYT Operating Entities, (F) non-reliance on previously issued financial statements of the Issuer or the MYT Entities, (G) change of control transactions with respect to the Issuer or the MYT Entities, (H) entering into, materially modifying or terminating material contracts of the Issuer or its Restricted Subsidiaries (for the avoidance of doubt, excluding officer employment arrangements) and (I) the incurrence of costs associated with exit or disposal activities by the Issuer, its Restricted Subsidiaries or the MYT Entities; and

(iv)          In addition, the Issuer shall provide, in the same manner as the reports described above, copies of all operative Indebtedness Documents (including full and complete schedules and exhibits thereto) with respect to any outstanding Indebtedness of the Issuer and its Restricted Subsidiaries or the MYT Entities whose principal amount (or committed amount) exceeds $25.0 million.

The information described in clauses (iii) and (iv) above with respect to the MYT Entities need not be provided after the earlier to occur of (x) a MYT Deposit Event and (y) the provision of MYT Alternate Security.

(b)           For the avoidance of doubt, notwithstanding the foregoing, (i) the Issuer will not be required to furnish any information, certificates or reports required by (A) Section 302, Section 404 or Section 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, or related Items 307 or 308 of Regulation S-K or (B) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (ii) the reports referred to above will not be required to contain the separate financial statements or other information contemplated by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X and (iii) the reports referred to above will not be required to present compensation or beneficial ownership information.

(c)           At any time that the Issuer (and any applicable Parent Entity) is not subject to the reporting requirements of Section 13 and 15(d) of the Exchange Act, in lieu of filing such reports with the SEC, the Issuer may make available such information electronically (including by posting to a non-public, password-protected website

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maintained by the Issuer or a third party) to any Holder, any bona fide prospective investor the Notes, any bona fide market maker (or person who intends to be a market maker) in the Note or any bona fide securities analyst, in each case, who provides to the Issuer its email address, employer name and other information reasonably requested by the Issuer. Any Person who requests such financial information from the Issuer or seeks to participate in any conference call required by this covenant will be required to represent to and agree with the Issuer (and by accepting such financial information, such Person will be deemed to have represented to and agreed with the Issuer) to the Issuer’s good faith satisfaction that:

(i)            it is a Holder, a bona fide prospective investor in the Notes, a bona fide market maker (or intended market maker) with respect to the Notes or a bona fide securities analyst, as applicable;

(ii)           if it is a prospective purchaser of the Notes, it is (A) a Qualified Institutional Buyer (as defined in Rule 144A of the Securities Act), (B) a non-U.S. Person (as defined in Regulation S under the Securities Act) or (C) an institutional “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act;

(iii)          it will not use the information in violation of applicable securities laws or regulations;

(iv)          it will not communicate the information to any Person and will keep the information confidential;

(v)           it will use such information only in connection with evaluating an investment in the Notes (or, if it is a bona fide market maker or intended market maker, only in connection with making a market in the Notes or, if it is a bona fide securities analyst, for preparing analysis for Holders and prospective purchasers of the Notes that otherwise have access to the financial information in compliance with this covenant); and

(vi)          it (A) will not use such information in any manner intended to compete with the business of the Issuer and (B) is not a Person (which includes such Person’s Affiliates, other than the Affiliates of a bona fide securities research analyst with whom such research analyst does not share such information) that is principally engaged in or derives a significant portion of its revenues from operating or owning a business which is substantially similar to the business engaged in by the Issuer and its Restricted Subsidiaries on the Issue Date.

(d)           The Issuer shall respond, as promptly as practicable, in good faith, to any request for access to the website described above.

(e)           To the extent not satisfied by the foregoing, for so long as any Notes are outstanding (unless satisfied and discharged or defeased), the Issuer will furnish to Holders and prospective purchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act (or any successor provision).

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(f)            Notwithstanding the foregoing, the financial statements, information, auditors’ reports and other documents required to be provided as described above, may be, rather than those of the Issuer, those of any Parent Entity; provided that, if the financial information so furnished relates to such Parent Entity, the same is accompanied by consolidating information, which may be posted to the website of the Issuer or on a non-public, password-protected website maintained by the Issuer or a third party, which explains in reasonable detail the differences between the information relating to such Parent Entity, on the one hand, and the information relating to the Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand.

(g)           Issuer will be deemed to have satisfied the reporting requirements of Section 3.2(a) if (i) at any time that the Issuer or any Parent Entity is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is a voluntary filer, the Issuer or any Parent Entity has filed such reports containing such information (including the information required pursuant to Section 3.2(e), which, for the avoidance of doubt, need not be filed with the SEC via ▇▇▇▇▇ to the extent it is otherwise provided to Holders in accordance with this Section 3.2) with the SEC via the ▇▇▇▇▇ (or successor) filing system or (ii) at any time that the Issuer or any Parent Entity does not file such reports with the SEC via the ▇▇▇▇▇ (or a successor) filing system, the Issuer or any Parent Entity makes such reports available electronically (including by posting to a non-public, password-protected website as provided above) pursuant to this Section 3.2. Notwithstanding the foregoing, the Trustee shall have no obligation to monitor or confirm, on a continuing basis or otherwise, whether the Issuer or any Parent Entity posts such reports, information and documents on any website or the SEC’s ▇▇▇▇▇ service, or to collect any such information from the Issuer’s or any  Parent Entity’s website or the SEC’s ▇▇▇▇▇ service.

(h)           Promptly after the date the annual and quarterly financial information for the prior fiscal period have been furnished pursuant to Section 3.2(a)(i) or Section 3.2(a)(ii), the Issuer will hold a quarterly conference call to review the most recent financial results, which shall  also include  a  discussion  of  the  financial  metrics  of  the MYT Entities and a reasonable question and  answer session open to all invited call   participants. Prior to the date such conference call is to be held, the Issuer will post to its website or a non-public, password-protected website maintained by the Issuer or a third party an announcement of such quarterly conference call for the benefit of the Trustee, the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which announcement will contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Issuer (for whom contact information will be provided in such notice) to obtain information on how to access such quarterly conference call; provided that any Person who attends such conference call with the Issuer will be required to represent to and agree with the Issuer (and by attending such conference call, such person will be deemed to have represented and agreed with the Issuer) to clauses (i) through (vi) of Section 3.2(c).

(i)            Delivery of reports, information and documents to the Trustee is for informational purposes only and its receipt of such reports, information and

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documents shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’, any Parent Entity’s, any Subsidiary Guarantor’s or any other Person’s compliance with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate delivered pursuant to this Indenture). The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report, information or document delivered or filed under or in connection with this Indenture or the transactions contemplated thereunder.

SECTION 3.3.              Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock.

(a)           The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) or issue any shares of Disqualified Stock, and the Issuer will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Stock; provided, however, that the Issuers and any Subsidiary Guarantor may Incur unsecured or Junior Lien Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock and any Subsidiary Guarantor may issue shares of Preferred Stock, in each case if the Interest Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which Required Financial Statements have been delivered immediately preceding the date on which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued is 2.25 to 1.00 or greater (“Ratio Debt”), as if the additional Indebtedness had been Incurred, or the Disqualified Stock or Preferred Stock had been issued, as the case may be, and the application of the proceeds therefrom had occurred, at the beginning of such four-quarter period.

(b)           The foregoing limitations will not apply to (collectively, “Permitted Debt”):

(i)            the Incurrence by the Issuers and the Subsidiary Guarantors of Indebtedness pursuant to one or more Credit Agreements up to an aggregate outstanding principal amount, including all Indebtedness incurred to Refinance any Indebtedness originally Incurred pursuant to this clause (i) (and any successive Refinancing Indebtedness), not to exceed an amount equal to the Issue Date Extended Term Loan Amount plus, solely in the event the Call Right is exercised, an amount equal to the aggregate principal amount of the Third Lien Notes and Notes redeemed in connection therewith (plus unpaid accrued interest and premium (including interest previously paid in kind and tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses) in connection with any Refinancings less the amount applied to permanently repay Indebtedness incurred under this clause (i) pursuant to Section 3.7;

(ii)           the Incurrence by the Issuers and the Subsidiary Guarantors of Indebtedness pursuant to the ABL Credit Agreement and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof)

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up to an aggregate outstanding principal amount, including all Indebtedness incurred to Refinance any Indebtedness originally Incurred pursuant to this clause (ii) (and any successive Refinancing Indebtedness), not to exceed an amount equal to $1,000.0 million (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses) in connection with any Refinancings less the amount applied to permanently repay Indebtedness incurred under this clause (ii) pursuant to Section 3.7;

(iii)

(A)          (1)           the Incurrence by the Issuers of the Notes issued on the Issue Date and PIK Notes issued in respect thereof (and PIK Notes issued in respect of such PIK Notes) and the Incurrence by the Subsidiary Guarantors of the Subsidiary Guarantees related to the foregoing Notes and PIK Notes; and

(2)           the Incurrence by the Issuers and the Subsidiary Guarantors of Permitted Refinancing Indebtedness in respect of any of the Indebtedness described in subclause (1);

(B)          (1)           the Incurrence by the Issuers of the Third Lien Notes issued on the Issue Date and the Incurrence by the Subsidiary Guarantors of guarantees of such Third Lien Notes; and

(2)           the Incurrence by the Issuers and the Subsidiary Guarantors of Permitted Refinancing Indebtedness in respect of any of the Indebtedness described in subclause (1);

(C)          (1)           the Incurrence by the LLC Co-Issuer of the 2028 Debentures outstanding on the Issue Date and the Incurrence by Extended Term Loan PropCo and Notes PropCo of a guarantee of such 2028 Debentures having the Required PropCo Guarantee Priority; and

(2)           the Incurrence by the LLC Co-Issuer and Extended Term Loan PropCo of Permitted Refinancing Indebtedness in respect of any of the Indebtedness described in subclause (1);

(D)          (1)           the Incurrence by the Issuers of the Remaining Unsecured Notes and the Incurrence by the Subsidiary Guarantors of guarantees outstanding on the Issue Date of such Remaining Unsecured Notes;

(2)           the Incurrence by the Issuers and the Subsidiary Guarantors of Remaining Unsecured Notes Exchange Indebtedness described in clause (a) of the definition thereof in respect of the Indebtedness described in subclause (1), in an aggregate principal amount not to exceed (w) 85% of the Issue Date Remaining Unsecured Notes Amount, minus (x) 85% of the aggregate principal amount of Remaining Unsecured Notes previously Refinanced by the Incurrence of Remaining Unsecured Notes Exchange

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Indebtedness pursuant to subclause (3) below, minus (y) 85% of the aggregate principal amount of Remaining Unsecured Notes that have been repaid after the Issue Date (other than as a result of a Refinancing with Remaining Unsecured Notes Exchange Indebtedness), minus (z) the aggregate principal amount of Indebtedness Incurred pursuant to this subclause (2) that is repaid after the Issue Date (including as a result of the Incurrence of Refinancing Indebtedness (provided that clause (y) above shall not apply to any Remaining Unsecured Notes repaid pursuant to Section 3.4(b)(xii)(D) within 45 days prior to the stated maturity date of the Remaining Unsecured Notes);

(3)           the Incurrence by the Issuers and the Subsidiary Guarantors of Remaining Unsecured Notes Exchange Indebtedness described in clause (b) of the definition thereof in respect of the Indebtedness described in subclause (1), in an aggregate principal amount not to exceed (w) 100% of the Issue Date Remaining Unsecured Notes Amount, minus (x) 100% of the aggregate principal amount of Remaining Unsecured Notes previously Refinanced by the Incurrence of Remaining Unsecured Notes Exchange Indebtedness Incurred pursuant to subclause (2) above, minus (y) 100% of the aggregate principal amount of Remaining Unsecured Notes that have been repaid after the Issue Date (other than as a result of a Refinancing with Remaining Unsecured Notes Exchange Indebtedness), minus (z) the aggregate principal amount of indebtedness Incurred pursuant to this subclause (3) that is repaid after the Issue Date (including as a result of the Incurrence of Refinancing Indebtedness); and

(4)           the Incurrence by the Issuers and the Subsidiary Guarantors of Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to subclause (2) or (3) above; and

(E)           (1)           the Incurrence by the Issuers of the Non-Participating Term Loans and the Incurrence by the Subsidiary Guarantors of guarantees of such Non-Participating Term Loans; and

(2)           the Incurrence by the Issuers and the Subsidiary Guarantors of Non-Participating Term Loan Exchange Indebtedness;

(iv)          Indebtedness of the Issuer and its Restricted Subsidiaries existing on the Issue Date (other than Indebtedness described in clause (i), (ii) or (iii) above), provided that Indebtedness outstanding as of the Issue Date which was incurred or allocated under a specific clause of the definition of “Permitted Debt” under the indentures governing the Remaining Unsecured Notes as of immediately prior to the Issue Date shall be deemed to be incurred on the Issue Date under the corresponding specific clause of the definition of “Permitted Debt” under this Indenture, and not under this clause (iv);

(v)           Capitalized Lease Obligations, Indebtedness with respect to mortgage financings and purchase money Indebtedness (including, for the avoidance of

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doubt, the ▇▇▇▇▇▇ Yards Indebtedness outstanding as of Issue Date) to finance all or any part of the purchase, lease, construction, installation, repair or improvement of property (real or personal), plant or equipment or other fixed or capital assets and Indebtedness arising from the conversion of the obligations of the Issuer or any of its Restricted Subsidiaries under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of the Issuer or such Restricted Subsidiary, in an aggregate outstanding principal amount, including all Permitted Refinancing Indebtedness Incurred to Refinance any Indebtedness originally Incurred pursuant to this clause (v) (and any successive Permitted Refinancing Indebtedness), not to exceed the greater of (A) $200.0 million and (B) 2.25% of Consolidated Total Assets as of the date any such Indebtedness is Incurred (the “Capitalized Lease Obligations Cap”); provided that (x) such Indebtedness is Incurred within 270 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness and (y) the Capitalized Lease Obligations Cap shall be reduced by an amount equal to the amount that the ▇▇▇▇▇▇ Yards Indebtedness is reduced (whether by repayment, retirement, recharacterization, discharge or otherwise) after the Issue Date (but such reductions shall not result in a Capitalized Lease Obligations Cap of less than the greater of (A) $100.0 million and (B) 1.125% of Consolidated Total Assets as of the date any such Indebtedness is Incurred);

(vi)          Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Person providing workers’ compensation, health, disability or other employee benefits (whether to current or former employees) or property, casualty or liability insurance or self-insurance in respect of such items, or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, health, disability or other employee benefits (whether current or former) or property, casualty or liability insurance; provided that upon the Incurrence of any Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 45 days following such Incurrence;

(vii)         Indebtedness arising from agreements of the Issuer or any Restricted Subsidiary providing for indemnification, earn-outs, adjustment of purchase or acquisition price or similar obligations, in each case, Incurred in connection with the acquisition or disposition of any business, assets or a Restricted Subsidiary of any of the Issuers in accordance with the terms of this Indenture, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition;

(viii)        intercompany Indebtedness between or among the Issuer or any of its Restricted Subsidiaries; provided that (A) such Indebtedness owing to a Restricted Subsidiary that is not a Subsidiary Guarantor will only be permitted by this clause (viii) if at all times such Indebtedness is unsecured and subordinated in right of payment to the applicable Issuer’s Obligations with respect to the Notes or Guarantee of such Subsidiary Guarantor, as applicable, (B) no such Indebtedness owing by the Extended Term Loan PropCo or Notes PropCo shall be incurred hereunder except to the extent permitted under clause (3)(i) of the definition of “Permitted Investments”, and

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(C) any subsequent issuance or transfer of any Capital Stock or any other event that results in any Restricted Subsidiary lending such Indebtedness ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) will be deemed, in each case, to be an Incurrence of such Indebtedness not permitted by this clause (viii);

(ix)          Indebtedness pursuant to Hedge Agreements;

(x)           Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case, provided in the ordinary course of business, including those Incurred to secure health, safety and environmental obligations in the ordinary course of business;

(xi)          (A) guarantees of Indebtedness of the Issuers or any of the Subsidiary Guarantors; or (B) guarantees of Indebtedness of any other Subsidiary, in each case of (A) and (B) permitted to be Incurred under this Indenture; in each case of (A) and (B), to the extent (1) such guarantees are Permitted Investments (other than pursuant to clause (18) of the definition thereof) and (2) in the case of guarantees made by the Issuers or any of the Subsidiary Guarantors pursuant to clause (B) above, such guarantees are made in connection with a Permitted Acquisition;

(xii)         (A) Indebtedness Incurred or assumed in connection with an acquisition of any assets (including Capital Stock), business or Person and Indebtedness of any Person that becomes a Restricted Subsidiary or is merged into or consolidated or amalgamated with Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture and (B) Indebtedness Incurred or assumed in anticipation of an acquisition of any assets, business or Person; provided that in each case contemplated by the foregoing subclauses (A) and (B):

(1)           immediately after giving effect for such acquisition, merger, consolidation or amalgamation, no Event of Default has occurred and is continuing and on a Pro Forma Basis, either (x) the Issuer would be permitted to incur at least $1.00 of additional Ratio Debt or (y) the Interest Coverage Ratio of the Issuer would increase;

(2)           the aggregate principal amount of any such Indebtedness Incurred pursuant to this clause (xii) by Restricted Subsidiaries that are not Subsidiary Guarantors, together with any Permitted Refinancing Indebtedness Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors to Refinance any Indebtedness originally Incurred pursuant to this clause (xii) (and any successive Permitted Refinancing Indebtedness thereof), may not exceed $50.0 million at any one time outstanding;

(3)           the aggregate principal amount of any Indebtedness Incurred or assumed under the foregoing subclauses (A) and (B), together with (x) the aggregate principal amount of any Permitted

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Refinancing Indebtedness in respect thereof and (y) the aggregate amount of any Investments outstanding under clause (24) of the definition of “Permitted Investments”, does not exceed the limits set forth in that clause; and

(4)           the assets acquired, if held in the Issuer or a Subsidiary Guarantor (other than Notes PropCo and Extended Term Loan PropCo), shall be pledged as Collateral, subject to Liens with the Required Collateral Lien Priority;

(xiii)        Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness (other than credit or purchase cards) is extinguished within 10 Business Days after notification is received by the Issuer of its incurrence;

(xiv)        Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit issued pursuant to any Credit Agreement, so long as such letter of credit has not been terminated and is in a principal amount not in excess of the stated amount of such letter of credit;

(xv)         [Reserved];

(xvi)        Indebtedness consisting of (A) the financing of insurance premiums or (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(xvii)       [Reserved];

(xviii)      Cash Management Obligations and other Indebtedness in respect of Cash Management Services entered into in the ordinary course of business;

(xix)        Indebtedness issued to future, current or former officers, directors, managers, and employees, consultants and independent contractors of the Issuer or any Restricted Subsidiary or any direct or indirect parent thereof, their respective estates, heirs, family members, spouses or former spouses, in each case to finance the purchase or redemption of Equity Interests of any Parent Entity permitted by Section 3.4;

(xx)         [Reserved];

(xxi)        Indebtedness of Foreign Subsidiaries in an aggregate outstanding principal amount, together with any Permitted Refinancing Indebtedness Incurred by Foreign Subsidiaries to Refinance any Indebtedness originally Incurred pursuant to this clause (xxi) (and any successive Permitted Refinancing Indebtedness), not to exceed $25.0 million;

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(xxii)       unsecured Indebtedness in respect of short-term obligations to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services so long as such obligations are Incurred in the ordinary course of business and not in connection with the borrowing of money;

(xxiii)      Indebtedness representing deferred compensation or other similar arrangements Incurred by the Issuer or any Restricted Subsidiary (A) in the ordinary course of business or (B) in connection with any Permitted Investment;

(xxiv)     any Permitted Refinancing Indebtedness Incurred to Refinance Indebtedness Incurred as Ratio Debt or under clause (iv) or this clause (xxiv) of this Section 3.3(b);

(xxv)      customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business;

(xxvi)     Indebtedness Incurred by the Issuer or any Restricted Subsidiary in connection with bankers’ acceptances, discounted bills of exchange, warehouse receipts or similar facilities or the discounting or factoring of receivables for credit management purposes, in each case Incurred or undertaken in the ordinary course of business;

(xxvii)    Indebtedness Incurred by the Issuer or any Restricted Subsidiary to the extent that the net proceeds thereof are promptly deposited with the Trustee to satisfy and discharge the Notes in accordance with this Indenture; and

(xxviii)   additional Indebtedness in an aggregate outstanding principal amount, including all Permitted Refinancing Indebtedness Incurred to Refinance any Indebtedness originally Incurred pursuant this clause (xxviii) (and any successive Permitted Refinancing Indebtedness), not to exceed $100.0 million; provided that the cash interest rate on any such Indebtedness may not exceed 8.0% per annum.

(c)           For purposes of determining compliance with this Section 3.3, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the categories of Permitted Debt or is entitled to be Incurred as Ratio Debt, the Issuer may, in its sole discretion, at the time of Incurrence, combine, divide, classify or reclassify, or at any later time combine, divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 3.3; provided that (i) all Indebtedness under the Extended Term Loans or guarantees thereof (and any Refinancing Indebtedness in respect thereof) will be deemed to have been Incurred pursuant to clause (i) of the definition of “Permitted Debt,” (ii) all Indebtedness under the ABL Credit Agreement or guarantees thereof (and any Refinancing Indebtedness in respect thereof) will be deemed to have been Incurred pursuant to clause (ii) of the definition of “Permitted Debt,” (iii) all Indebtedness under the Third Lien Notes or guarantees thereof (and any Permitted Refinancing Indebtedness in respect thereof) will be deemed to have been Incurred pursuant to clause (iii)(B) of the definition

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of “Permitted Debt,” (iv) all Indebtedness under the 2028 Debentures or guarantees thereof (and any Permitted Refinancing Indebtedness in respect thereof) will be deemed to have been Incurred pursuant to clause (iii)(C) of the definition of “Permitted Debt,” (v) all Indebtedness under the Remaining Unsecured Notes or guarantees thereof (and any Permitted Refinancing Indebtedness in respect thereof) will be deemed to have been Incurred pursuant to clause (iii)(D) of the definition of “Permitted Debt,” and (vi) all Indebtedness under the Non-Participating Term Loans or guarantees thereof (and any Permitted Refinancing Indebtedness in respect thereof) will be deemed to have been Incurred pursuant to clause (iii)(E) of the definition of “Permitted Debt,” and, in each case of clauses (i) through (vi) above, the Issuer will not be permitted to reclassify at any later date all or any portion of such Indebtedness.  All Indebtedness originally Incurred under clause (xxviii) of the definition of “Permitted Debt” will be automatically reclassified as Ratio Debt on the first date on which such Indebtedness would have been permitted to be Incurred by the obligor thereon as Ratio Debt. Accrual of interest, the accretion of accreted value, amortization of original issue discount, the payment of interest or dividends in the form of additional Indebtedness with the same terms (including PIK Interest on the Notes), and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. Guarantees of, or obligations in respect of letters of credit relating to Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness will not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the Indebtedness represented by such Guarantee or letter of credit, as the case may be, was in compliance with this Section 3.3.

(d)           For purposes of determining compliance with any dollar-denominated restriction on the Incurrence of Indebtedness, the dollar-equivalent principal amount of Indebtedness denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term debt, or first committed or first Incurred (whichever yields the lower dollar-equivalent), in the case of revolving credit debt; provided that if such Indebtedness is Incurred to Refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced (plus unpaid accrued interest and premiums (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses in connection therewith).

SECTION 3.4.              Limitation on Restricted Payments.

(a)           The Issuer will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:

(i)            declare or pay any dividend or make any payment or distribution on account of the Issuer’s or any of its Restricted Subsidiaries’ Equity

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Interests, including any payment made in connection with any merger or consolidation involving the Issuer (other than (A) dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Restricted Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities);

(ii)           purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any Parent Entity, including in connection with any merger or consolidation;

(iii)          make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness of any of the Issuers or any Subsidiary Guarantor (other than the payment, redemption, repurchase, defeasance, acquisition or retirement of (A) Subordinated Indebtedness of any of the Issuers or any Subsidiary Guarantor in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within 45 days of the date of such payment, redemption, repurchase, defeasance, acquisition or retirement (provided that a repayment of Remaining Unsecured Notes during such 45-day period shall be in an amount that would be permitted pursuant to Section 3.4(b)(xii)(D) and will count against the amount permitted pursuant to such provision) and (B) Indebtedness permitted under Section 3.3(b)(viii)); or

(iv)          make any Restricted Investment;

(all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”).

(b)           The provisions of Section 3.4(a) will not prohibit:

(i)            the making of any Restricted Payment described in Section 3.4(a)(iii) or Section 3.4(a)(iv) in exchange for, or out of or with the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer (other than Disqualified Stock) or from the substantially concurrent contribution of common equity capital to the Issuer; provided that the amount of any such net cash proceeds that are utilized for any Restricted Payment pursuant to this clause (i) will be excluded from and Section 3.4(b)(ii)(C);

(ii)           Restricted Payments to any Parent Entity the proceeds of which are used to purchase, retire, redeem or otherwise acquire, or to any Parent Entity for the purpose of paying to any other Parent Entity to purchase, retire, redeem or otherwise acquire, the Equity Interests of such Parent Entity (including related stock appreciation rights or similar securities) held directly or indirectly by then present or former directors, consultants, officers, employees, managers or independent contractors

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(collectively, “Related Persons”) of the Issuer or any of the Restricted Subsidiaries or any Parent Entity or their estates, heirs, family members, spouses or former spouses (including for all purposes of this clause (ii), Equity Interests held by any entity whose Equity Interests are held by any such future, present or former employee, officer, director, manager, consultant or independent contractor or their estates, heirs, family members, spouses or former spouses) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement or any stock subscription or shareholder or similar agreement; provided that the aggregate amount of such purchases or redemptions may not exceed:

(A)          $20.0 million in any fiscal year for purchases or redemptions from Persons that are current Related Persons at the time of such purchase or redemption; plus

(B)          $5.0 million in the aggregate from the Issue Date for purchases or redemptions from former Related Persons; plus

(C)          the amount of net cash proceeds contributed to the Issuer that were received by any Parent Entity since the Issue Date from sales of Equity Interests of any Parent Entity to directors, consultants, officers, employees, managers or independent contractors of any Parent Entity, the Issuer or any Restricted Subsidiary in connection with permitted employee compensation and incentive arrangements; plus

(D)          the amount of net proceeds of any key man life insurance policies received during such fiscal year; plus

(E)           the amount of any bona fide cash bonuses otherwise payable (but not actually paid) to directors, consultants, officers, employees, managers or independent contractors of any Parent Entity, the Issuer or any Restricted Subsidiary that are foregone in return for the receipt of Equity Interests; and;

provided, further, that cancellation of Indebtedness owing to the Issuer or any of its Restricted Subsidiaries from directors, consultants, officers, employees, managers or independent contractors of any Parent Entity, the Issuer or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of any Parent Entity will not be deemed to constitute a Restricted Payment;

(iii)          [Reserved];

(iv)          [Reserved];

(v)           Restricted Payments to any Parent Entity that files, or to any Parent Entity for the purpose of paying to any other Parent Entity that files, a consolidated U.S. federal or combined or unitary state tax return that includes the Issuer and its Restricted Subsidiaries (or the taxable income thereof) (such payments being referred to as “Tax Distributions”), or to any Parent Entity that is a partner or a sole

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owner of the Issuer in the event the Issuer is treated as a partnership or a “disregarded entity” for U.S. federal income tax purposes, in each case, in an amount not to exceed the amount that the Issuer and its Restricted Subsidiaries would have been required to pay in respect of federal, state or local Taxes (as the case may be) in respect of such fiscal year if the Issuer and its Subsidiaries paid such Taxes directly as a stand-alone taxpayer (or stand-alone group) (such amounts, plus any cash actually distributed by an Unrestricted Subsidiary for such period pursuant to the second proviso below, the “Issuer Tax Amount”); provided, that any amounts paid pursuant to this clause (v) shall actually be used by a Parent Entity to pay taxes to an applicable taxing authority; provided further that Restricted Payments will be permitted in respect of the income of an Unrestricted Subsidiary only to the extent of the amount of cash distributed to the Issuer or any Restricted Subsidiary by such Unrestricted Subsidiary for such purpose; provided further that amounts paid under this clause (v) and taken together with any amounts paid in respect of federal, state or local Taxes under Section 3.8(b)(xvi) shall not exceed the Issuer Tax Amount for any applicable year;

(vi)          Restricted Payments to permit any Parent Entity to:

(A)          pay operating, overhead, legal, accounting and other professional fees and expenses (including directors’ fees and expenses and administrative, legal, accounting, filings and similar expenses), in each case to the extent related to its separate existence as a holding company or to its ownership of the Issuer and the Restricted Subsidiaries, but not, for the avoidance of doubt, any costs, fees and expenses for, or directly  allocable to, the MYT Entities, or in respect of any litigation related thereto (other than litigation for defense of Claims brought against any Parent Entity which may be covered so long as reasonably related to the Issuers and their Subsidiaries; for the avoidance of doubt, prosecution of defamation or similar claims and defense against claims of wrongful disclosures by a Parent Entity shall not  be paid for, directly or indirectly, with a Restricted Payment to a Parent Entity), subject to reasonable pro-ration of joint services, costs, fees and expenses;

(B)          pay fees and expenses related to any public offering or private placement of debt or equity securities of any Parent Entity or any Permitted Investment, whether or not consummated, to the extent the proceeds of any of the foregoing transactions are contributed to the Issuers;

(C)          pay franchise Taxes and other fees and expenses in connection with any Parent Entity’s ownership of any Restricted Subsidiary or the maintenance of its legal existence;

(D)          make payments under transactions permitted by Section 3.8 (other than Section 3.8(b)(viii)), to the extent such payments are due at the time of such Restricted Payment; or

(E)           pay customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, employees, directors,

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