BROOKFIELD PROPERTY REIT INC., BPR CUMULUS LLC, BPR NIMBUS LLC, and GGSI SELLCO, LLC, as Issuers, THE GUARANTORS named herein and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of May 1, 2019 5.750% Senior...

SECTION 1.01.

SECTION 1.02.

SECTION 1.03.

SECTION 1.04.

SECTION 1.05.

SECTION 1.06.

SECTION 2.01.

SECTION 2.02.

SECTION 2.03.

SECTION 2.04.

SECTION 2.05.

SECTION 2.06.

SECTION 2.07.

SECTION 2.08.

SECTION 2.09.

SECTION 2.10.

SECTION 2.11.

SECTION 2.12.

SECTION 2.13.

SECTION 2.14.

SECTION 3.01.

SECTION 3.02.

SECTION 3.03.

SECTION 3.04.

SECTION 3.05.

SECTION 3.06.

SECTION 3.07.

SECTION 3.08.

SECTION 3.09.

SECTION 4.01.

SECTION 4.02.

SECTION 4.03.

SECTION 4.04.

SECTION 4.05.

SECTION 4.06.

SECTION 4.07.

SECTION 4.08.

SECTION 4.09.

SECTION 4.10.

SECTION 4.11.

SECTION 4.12.

SECTION 4.13.

SECTION 4.14.

SECTION 4.15.

SECTION 4.16.

SECTION 4.17.

SECTION 5.01.

SECTION 5.02.

SECTION 6.01.

SECTION 6.02.

SECTION 6.03.

SECTION 6.04.

SECTION 6.05.

SECTION 6.06.

SECTION 6.07.

SECTION 6.08.

SECTION 6.09.

SECTION 6.10.

SECTION 6.11.

SECTION 7.01.

SECTION 7.02.

SECTION 7.03.

SECTION 7.04.

SECTION 7.05.

SECTION 7.06.

SECTION 7.07.

SECTION 7.08.

SECTION 7.09.

SECTION 7.10.

SECTION 7.11.

SECTION 8.01.

SECTION 8.02.

SECTION 8.03.

SECTION 8.04.

SECTION 8.05.

SECTION 8.06.

SECTION 8.07.

SECTION 8.08.

SECTION 8.09.

SECTION 8.10.

SECTION 9.01.

SECTION 9.02.

SECTION 9.03.

SECTION 9.04.

SECTION 9.05.

SECTION 10.01.

SECTION 10.02.

SECTION 10.03.

SECTION 10.04.

SECTION 10.05.

SECTION 10.06.

SECTION 10.07.

SECTION 11.01.

SECTION 11.02.

SECTION 11.03.

SECTION 11.04.

SECTION 11.05.

SECTION 11.06.

SECTION 11.07.

SECTION 11.08.

SECTION 11.09.

SECTION 11.10.

SECTION 11.11.

SECTION 11.12.

SECTION 11.13.

SECTION 11.14.

SECTION 11.15.

SECTION 12.01.

SECTION 12.02.

SECTION 12.03.

SECTION 12.04.

SECTION 12.05.

SECTION 12.06.

Exhibit A

FORM OF NOTE

Exhibit B

FORM OF CERTIFICATE OF TRANSFER

Exhibit C

FORM OF CERTIFICATE OF EXCHANGE

Exhibit D

FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Exhibit E

FORM OF SUPPLEMENTAL INDENTURE

Definitions.

such BPR Property’s or such Person’s Net Income; plus

to the extent reducing such Net Income, the sum, without duplication, of amounts for:

depreciation;

amortization (including, without limitation, amortization of goodwill, software and other intangible assets);

interest expense;

income taxes, franchise taxes or other similar taxes based on income, profits or capital, in each case, paid or any provision made therefor;

(i) any impairment charge (including any charge relating to impairment of goodwill and other assets) and (ii) any asset write-off and/or write-down, in each case excluding any amortization of a prepaid cash charge that was paid in a prior period;

any earn-out obligation expense incurred in connection with the Transactions and/or any acquisition and/or other Investment (including any acquisition or other Investment completed prior to the Issue Date), in each case which is paid or accrued during such period;

any charge attributable to the undertaking and/or implementation of cost savings initiatives, cost rationalization programs, operating expense reductions and/or synergies (including, without limitation, in connection with any integration, restructuring or transition, any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, any facility or BPR Property opening and/or pre-opening, any inventory optimization program and/or any curtailment), any business optimization charge, any restructuring charge (including any charge relating to any tax restructuring), any

charge relating to the closure or consolidation of any facility or BPR Property and/or discontinued operations (including but not limited to severance, rent termination costs, moving costs and legal costs), any systems implementation charge, any severance charge, any charge relating to entry into a new market, any charge relating to any strategic initiative, any signing charge, any retention or completion bonus, any expansion and/or relocation charge, any charge associated with any modification to any pension and post-retirement employee benefit plan, any software development charge, any charge associated with new systems design, any implementation charge, any project startup charge, any charge in connection with new operations, any consulting charge and/or any business development charge;

any charge associated with and/or payment of legal settlements, fines, judgments or orders;

non-cash charges or other items (including the effects of purchase accounting) and items related to FAS 107 adjustments, FAS 141 adjustments, the straight lining of rents, tax stabilization adjustments, the amortization of non-cash interest expense and the amortization of market rate adjustments on any Indebtedness permitted under this Indenture (provided that (x) to the extent that any such non-cash charge or item constitutes an accrual of or reserve for any potential cash item in any future period, (A) the relevant Person may elect not to add back such non-cash charge in the current period and (B) to the extent such Person elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be subtracted from Adjusted EBITDA (as a deduction in calculating net income or otherwise) to such extent and (y) any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period shall be excluded);

(A) any charge incurred as a result of, in connection with or pursuant to any management equity plan, profits interest or stock option plan or any other management or employee benefit plan or agreement, any pension plan (including any post-employment benefit scheme to which the relevant pension trustee has agreed), any stock subscription or shareholder agreement, any employee benefit trust, any employee benefit scheme or any similar equity plan or agreement (including any deferred compensation arrangement), including, without limitation, any non-cash compensation charge and/or any other non-cash charge arising from the granting of any stock option or similar arrangement (including any profits interest), the granting of any stock appreciation right and/or similar arrangement (including any repricing, amendment, modification, substitution or change of any such stock option, stock appreciation right, profits interest or similar arrangement), and (B) any charge incurred in connection with the rollover, acceleration or payout of Equity Interests held by management of BPR (or any direct or indirect parent company thereof), any BPR Property, any Management Company and/or any of their respective Subsidiaries, in each case under this clause (B), to the extent that any cash charge is funded with net cash proceeds contributed to relevant Person as a capital contribution or as a result of the sale or issuance of Qualified Equity Interests;

(A) Transaction Costs, (B) any charge incurred in connection with the consummation of any transaction (or any transaction proposed and not consummated), including (x) any issuance or offering of Equity Interests, any

Disposition, any recapitalization, any merger, consolidation or amalgamation, any option buyout or any incurrence, repayment, refinancing, amendment or modification of Indebtedness (including any amortization or write-off of debt issuance or deferred financing costs, premiums and prepayment penalties) or any similar transaction and/or (y) any Investment (including any acquisition) and/or “growth” Capital Expenditure, including, without limitation, integration expenses, over-time costs to service and re-brand acquired locations and properties, and any break-up fees and lost deposits in connection therewith, (C) the amount of any charge that is actually reimbursed or reimbursable by one or more third parties pursuant to indemnification or reimbursement provisions or similar agreements or insurance; provided that in respect of any charge that is added back in reliance on this clause (C), the relevant Person in good faith expects to receive reimbursement for such fee, cost, expense or reserve within the next four fiscal quarters (it being understood that to the extent any reimbursement amount is not actually received within such fiscal quarters, such reimbursement amount shall be deducted in calculating Adjusted EBITDA for such fiscal quarters) and (D) Public Company Costs;

the amount of any charge or deduction associated with any Restricted Subsidiary that is attributable to any non-controlling interest and/or minority interest of any third party;

the amount of management, monitoring, consulting, transaction and advisory fees and related expenses actually paid by or on behalf of, or accrued by, the relevant Person or any of its Restricted Subsidiaries or the BPR Property (A) the Sponsor or any Management Company (and/or any of their respective Affiliates) to the extent permitted under this Indenture and/or (B) prior to the Issue Date;

the amount of any charge incurred or accrued in connection with any single or one-time event, including, without limitation, in connection with (A) the Transactions and/or any Investment or Disposition (including, without limitation, legal, accounting and other professional fees and expenses incurred in connection with Investments and Dispositions) and/or (B) the closing, consolidation or reconfiguration of any facility or BPR Property during such period; and

extraordinary, unusual or non-recurring charges (which charges shall not be duplicative of items added back pursuant to clauses (a) through (n) above) (and minus extraordinary, unusual or non-recurring gains) including, without limitation, any such charges (or gains) related to (i) the sale of assets, (ii) foreign currency exchange rates, (iii) litigation and/or (iv) securities available-for-sale (but only where such security gain or loss is unrealized) and (v) the early extinguishment or forgiveness of debt; plus

to the extent not otherwise included in the determination of Net Income for such period, the amount of any proceeds of any business interruption insurance policy in an amount representing the earnings for the applicable period that such proceeds are intended to replace (whether or not received during such period so long as the relevant Person in good faith expects to receive the same within the next four fiscal quarters; it being understood that to the extent such proceeds are not actually received within such fiscal quarters, such proceeds shall be deducted in calculating Adjusted EBITDA for such fiscal quarters); plus

to the extent not included in Net Income for such period, cash actually received (or any netting arrangement resulting in reduced cash expenditures) during such period so long as the non-cash gain relating to the relevant cash receipt or netting arrangement was deducted in the calculation of Adjusted EBITDA for any previous period and not added back; plus

the amount of any pro forma “run-rate” expected cost savings, operating expense reductions, operational improvements and synergies (collectively, “Expected Cost Savings”) (net of actual amounts realized) that are reasonably identifiable and factually supportable (in the good faith determination of the relevant Person) related to (A) the Transactions and (B) any Investment, Disposition, operating improvement, restructuring, cost savings initiative, any similar initiative and/or specified transaction (any such operating improvement, restructuring, cost savings initiative or similar initiative or specified transaction, a “Cost Saving Initiative”) in each case, prior to, on or after the Issue Date; provided that, in the case of this clause (B), such Expected Cost Savings are projected to be realized, and to result from actions that have been taken or committed to be taken with respect to which substantial steps have been taken or are expected to be taken, in each case, within 24 months after such Investment, Disposition or Cost Saving Initiative.

1.0% of the principal amount of the Note; or

the excess of:

the present value at such redemption date of (i) the redemption price of the Note on the Initial Call Date, plus (ii) all required interest payments due on the Note through the Initial Call Date (excluding accrued but 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

the principal amount of the Note.

the Equity Interests and/or Joint Venture interests of any Property-Level Restricted Subsidiary;

all or substantially all of the assets of any Property-Level Restricted Subsidiary; or

any Real Estate Asset of such Person.

any Disposition with a Fair Market Value equal to or less than $25,000,000 (including pursuant to a Delaware LLC Division);

Dispositions to any other Person of Equity Interests of any REIT Subsidiary constituting preferred equity with a base liquidation preference of no more than $180,000 in the aggregate for any such REIT Subsidiary;

any Restricted Payment, Permitted Investment or Lien, in each case, to the extent permitted by this Indenture;

any Disposition by a Restricted Subsidiary to BPR or by BPR or a Restricted Subsidiary to another Restricted Subsidiary;

Dispositions of inventory, receivables (including any discount and/or forgiveness thereof), equipment and other current or immaterial assets;

Dispositions, to the extent required pursuant to the terms of any agreement with respect to a Joint Venture (including, but not limited to, buy/sell arrangements between joint venture or similar parties);

Dispositions of non-core assets (which may include Real Estate Assets) acquired in an acquisition or Investment that constituted a Permitted Investment;

leases and/or licenses of Real Estate Assets and assets related thereto (including, without limitation, intellectual property);

terminations of Derivatives Contracts;

any issuance or sale of Equity Interests in, or other securities of, an Unrestricted Subsidiary or any other disposition of such Unrestricted Subsidiary or any disposition of assets of such Unrestricted Subsidiary;

Dispositions of surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of BPR, is (A) no longer useful in business of BPR or its Restricted Subsidiaries or (B) otherwise economically impracticable to maintain;

Dispositions of cash and/or Cash Equivalents and/or other assets that were Cash Equivalents when the relevant original Investment was made;

Dispositions to the extent that (i) the relevant property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of the relevant Disposition are promptly applied to the purchase price of such replacement property;

(i) any termination of any lease in the ordinary course of business and (ii) any surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or litigation claims (including in tort) in the ordinary course of business;

Dispositions of property subject to foreclosure, casualty, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding);

Dispositions of Real Estate Assets and related assets in the ordinary course of business in connection with relocation activities; and

Dispositions made to comply with any order of any Governmental Authority or any applicable Requirement of Law.

marketable direct obligations issued by, or unconditionally guaranteed by, the U.S. government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition;

certificates of deposit, time deposits, eurodollar time deposits, bankers’ acceptances or overnight bank deposits having maturities of one year or less from the date of acquisition issued by any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations) having combined capital and surplus of not less than $500,000,000;

commercial paper of an issuer rated at least A-2 by S&P or P-2 by ▇▇▇▇▇’▇, or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing one year or less from the date of acquisition;

repurchase obligations of any commercial bank satisfying the requirements of clause (2) of this definition, having a term of no more than 30 days with respect to securities issued or fully guaranteed or insured by the U.S. government;

securities with maturities of one year or less from the date of acquisition, issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least A by S&P or A by ▇▇▇▇▇’▇;

securities with maturities of one year or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the requirements of clause (2) of this definition;

shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (1) through (6) of this definition; and

the equivalents of the foregoing in any jurisdiction in which any Restricted Subsidiary or Joint Venture of BPR is organized or doing business.

100% of the Adjusted EBITDA of any BPR Properties owned or leased by BPR and its Wholly Owned Restricted Subsidiaries for such period;

the portion of the Adjusted EBITDA of the BPR Properties owned or leased by any consolidated non-Wholly Owned Restricted Subsidiaries or Joint Ventures of BPR for such period allocable (based on economic share and not necessarily percentage ownership) to BPR and its Wholly Owned Restricted Subsidiaries; and

Adjusted EBITDA of each Issuer, each other Corporate Level Entity and each of the Management Companies for such period.

(i) charges or gains from debt restructuring or sales of assets and (ii) extraordinary, unusual or non-recurring charges or gains, including, without limitation, and any such charges or gains related to (A) foreign currency exchange rates, (B) litigation, (C) securities available-for-sale (but only where such security gain or loss is unrealized) and (D) the early extinguishment or forgiveness of debt;

all non-cash charges or other items (including the effects of purchase accounting) and items related to FAS 107 adjustments, FAS 141 adjustments, the straight lining of rents, tax stabilization adjustments, the amortization of non-cash interest expense and the amortization of market rate adjustments on any Indebtedness permitted to be incurred under this Indenture (provided that (x) to the extent that any such non-cash charge or item constitutes an accrual of or reserve for any potential cash item in any future period, (A) the relevant Person may elect not to add back such non-cash charge in the current period and (B) to the extent such Person elects to add back such non-cash charge, the cash payment in respect thereof in such future period shall be deducted in calculating Net Income) to such extent and (y) any non-cash charge representing amortization of a prepaid cash item that was paid and not expensed in a prior period shall be excluded), and including, without limitation, depreciation, amortization, any impairment charge (including any charge relating to impairment of goodwill and other assets) and any asset write-off and/or write-down (in each case excluding any amortization of a prepaid cash

charge that was paid in a prior period), and any non-cash charge incurred in connection with any management equity plan, profits interest, stock option plan or other management, employee benefit or pension plan or agreement, any stock subscription or shareholder agreement, any employee benefit trust, any employee benefit scheme or similar equity plan or agreement; and

the Net Income of any Unrestricted Subsidiary, whether or not distributed to BPR or one of its Subsidiaries or Joint Ventures.

Liens in respect of taxes, assessments, utilities or governmental charges not more than 120 days overdue, or if more than 120 days overdue, (x) that are being contested in good faith and are subject to appropriate reserves to the extent required under GAAP, or otherwise that are being diligently remedied, (y) which consist of Liens on one or more Specified Properties or (z) which taxes, assessments, utilities or governmental charges do not exceed $125,000,000 in the aggregate;

statutory Liens of landlords, lessors, banks (and rights of set off), carriers, warehousemen, mechanics, repairmen, workmen, materialmen, suppliers or similar Liens in each case incurred in the ordinary course of business not more than 120 days overdue, or if more than 120 days overdue, that (x) are being contested in good faith and are subject to appropriate reserves to the extent required under GAAP, or otherwise that are being diligently remedied, (y) which consist of Liens on one or more Specified Properties or (z) the non-payment of which would not reasonably be expected to result in a material adverse effect on the business, operations or financial condition of BPR and its Restricted Subsidiaries, taken as a whole, or the ability of the Issuers and the Guarantors (taken as a whole) to perform their payment obligations under the applicable Note Documents;

Liens incurred in the ordinary course of business in connection with (x) workers’ compensation, unemployment insurance, or other types of social security or other social legislation or to secure the performance of tenders, statutory obligations, surety, appeal, bid, performance, return-of-money and similar bonds, bids, leases, governmental contracts, trade contracts, and other similar Obligations (exclusive of Obligations for the payment of borrowed money or Capital Leases), or (y) letters of credit or guarantees in respect of the foregoing items (including, without limitation, Liens or cash collateral provided in connection therewith);

easements, reciprocal easement agreements, rights of way, zoning restrictions, encroachments, outstanding mineral and royalty interests, minor defects or irregularities in title, licenses, reservations, covenants, building restrictions and other similar real property encumbrances, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of BPR or any of its Restricted Subsidiaries;

interest or title of a lessor or sublessor under any leases not prohibited under this Indenture;

Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases entered into in the ordinary course of business;

(i) any zoning or similar restriction or law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property, (ii) security given to a public utility or any municipality or Governmental Authority when required by such utility or authority in connection with the operation of such Person in the ordinary course of business and (iii) statutory Liens incurred, or pledges or deposits made, in each case in the ordinary course of business, in favor of a Governmental Authority to secure the performance of obligations of such Person under any environmental laws to which it is subject;

licenses of patents, copyrights, trademarks and other intellectual property rights granted by BPR or any of its Restricted Subsidiaries in the ordinary course of business and not interfering in any material respect with the ordinary conduct of or materially detracting from the value of the business of BPR or such Restricted Subsidiary;

Liens securing (i) Capital Leases and purchase money Indebtedness (provided that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness) and (ii) extensions, refinancings and replacements thereof (provided that individual financings otherwise permitted to be secured hereunder provided by one Person (or its Affiliates) may be cross collateralized to other such financings provided by such Person (or its Affiliates));

Liens on Equity Interests of BPR, any Subsidiary of BPR, or any Joint Venture, securing obligations arising in favor of other holders of Equity Interests of such Person pursuant to agreements governing such Person;

Liens securing judgments that do not constitute an Event of Default under clause (5) of the definition of “Event of Default”;

Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks in the ordinary course of business not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposit or sweep accounts of BPR or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of BPR or any of its Restricted Subsidiaries, (iii) relating to purchase orders and other agreements entered into with customers of BPR or any of its Restricted Subsidiaries in the ordinary course of business and (iv) attaching to brokerage accounts incurred in the ordinary course of business;

Liens in respect of leases, subleases, licenses, sublicenses or other occupancy agreements of property in the ordinary course of business;

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;

Liens securing Derivatives Contracts;

deposits made in the ordinary course of business to secure liability to insurance carriers and Liens on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto;

(i) Liens on advances of cash or Cash Equivalents in favor of the seller of any property to be acquired in a transaction not prohibited under this Indenture to be applied against the purchase price for such transaction, (ii) Liens consisting of an agreement in respect of any Disposition not prohibited under this Indenture and (iii) ▇▇▇▇▇▇▇ money deposits of

cash or Cash Equivalents by BPR or any of its Restricted Subsidiaries in connection with any letter of intent or purchase agreement permitted under this Indenture;

Liens deemed to exist in connection with repurchase agreements constituting Cash Equivalents; provided that such Liens do not extend to any assets other than those that are the subject of such repurchase agreement;

Liens evidencing and/or securing any Municipal Financing; provided that to the extent such Municipal Financing constitutes Indebtedness, such Indebtedness is permitted to be incurred pursuant to Section 4.08 hereof;

Liens existing on the Issue Date;

subdivision agreements, site plan control agreements, development agreements, facilities sharing agreements, cost sharing agreements and other agreements, in each case with respect to property and entered into in the ordinary course of business;

Liens securing Obligations pursuant to the Credit Facilities; and

Liens on assets securing Indebtedness or other obligations in an aggregate amount not to exceed $187,500,000 at any time outstanding.

any Equity Interests that are not Eligible Pledged Equity;

any property or asset of any direct or indirect Restricted Subsidiary of BPR to the extent that such Restricted Subsidiary (or any of its direct or indirect Subsidiaries) is a party to any contract or Indebtedness (or Guarantee in respect thereof) permitted to be incurred pursuant to the Note Documents, the terms of which restrict or do not expressly permit a Lien to be granted on such property or assets securing the Note Documents, or, to the extent permitted, would require an intercreditor agreement or a subordination agreement to be entered into with respect to such Liens;

interests in Joint Ventures and non-Wholly Owned Restricted Subsidiaries (i) which cannot be pledged without the consent of one or more third parties other than the Issuers or any of their Wholly Owned Restricted Subsidiaries (after giving effect to any applicable anti-assignment provision of the UCC or other Requirements of Law) and/or (ii) the pledge of which could give rise to a “right of first refusal,” a “right of first offer” or a similar right that may be exercised by any third party other than the Issuers or any of their Wholly Owned Restricted Subsidiaries;

the Equity Interests of any (i) Captive Insurance Subsidiary, (ii) not-for-profit Restricted Subsidiaries, (iii) special purpose entities used for permitted securitization facilities, (iv) Immaterial Subsidiaries, (v) Person that is not a Subsidiary which, if a Subsidiary, would constitute an Immaterial Subsidiary and/or (vi) GGPLP Prime LLC and GGPLP Real Estate LLC;

any Margin Stock;

any asset, the grant or perfection of a security interest in which would result in material adverse tax consequences to BPR or any of its Restricted Subsidiaries as reasonably determined by BPR, including, without limitation, as a result of the operation of Section 956 of the Code;

any intent-to-use (or similar) Trademark application prior to the filing and acceptance of a “Statement of Use,” “Declaration of Use,” “Amendment to Allege Use” or similar notice and/or filing with respect thereto, only to the extent, if any, that, and solely during the period if any, in which the grant of a security interest therein may impair the validity or enforceability of such intent-to-use Trademark application under Requirements of Law;

any Commercial Tort Claim;

any cash or Cash Equivalents maintained in or credited to any Deposit Account or securities account that are comprised of (a) funds specifically and exclusively used or to be used for payroll and payroll taxes and other employee benefit payments to or for the benefit of employees of BPR or any of its Restricted Subsidiaries, (b) funds specifically and exclusively used or to be used to pay all Taxes required to be collected, remitted or withheld (including withholding Taxes (including the employer’s share thereof)) and (c) any other funds which BPR or any of its Restricted Subsidiaries are permitted or otherwise not prohibited by the terms of this Indenture to hold as an escrow or fiduciary for the benefit of another Person;

any lease, license or agreement or any asset subject to a purchase money security interest, Capital Lease or similar arrangement that is, in each case, permitted by this Indenture to the extent that the grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money, Capital Lease or similar arrangement or trigger a right of termination in favor of any other party thereto (other than the Issuers or any of their Wholly Owned Restricted Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC or any other Requirements of Law;

any asset, the grant or perfection of a security interest in which would be prohibited by applicable Requirements of Law;

any asset the grant of a security interest in which would (i) be prohibited by any enforceable anti-assignment provision set forth in any contract that is permitted or otherwise not prohibited by the terms of this Indenture, (ii) violate the terms of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Indenture, (iii) require any governmental consent, approval, license or authorization that has not been obtained (in the case of clauses (i) and (ii) above and this clause (iii), after giving effect to any applicable anti-assignment provision of the UCC or other Requirements of Law) or (iv) trigger termination of any contract relating to such asset that is permitted or otherwise not prohibited by the terms of this Indenture pursuant to any “change of control” or similar provision; it being understood that the term “Excluded Collateral” shall not include proceeds or receivables arising out of any contract described in this clause (12) to the extent that the assignment of such proceeds or receivables is expressly deemed to be effective under the UCC or any other Requirements of Law notwithstanding the relevant prohibition, violation or termination right;

any Equity Interests of a Disregarded Domestic Subsidiary, Foreign Restricted Subsidiary, Unrestricted Subsidiary or direct or indirect Subsidiary of a Disregarded Domestic Subsidiary or Foreign Restricted Subsidiary or Unrestricted Subsidiary; provided that, notwithstanding the foregoing, 65.0% of the voting Equity Interests and 100% of the non-voting Equity Interests of a Disregarded Domestic Subsidiary or Foreign Restricted Subsidiary owned directly by an Issuer or any Guarantor may be pledged and constitute Collateral;

any assets of any (i) Disregarded Domestic Subsidiary, (ii) Foreign Restricted Subsidiary, (iii) direct or indirect Subsidiary of a Disregarded Domestic Subsidiary or Foreign Restricted Subsidiary, (iv) REIT Subsidiary (including for this purpose any direct or indirect Restricted Subsidiary of BPR that is a REIT), (v) any direct or indirect Restricted Subsidiary of a REIT Subsidiary provided for in clause (iv) and/or (vi) any Unrestricted Subsidiary;

any Real Estate Asset (whether owned or leased); and

any asset with respect to which BPR has reasonably determined that the cost, burden, difficulty or consequence (including any effect on the ability of the relevant Subsidiary of BPR to conduct its operations and business in the ordinary course of its business) of obtaining or perfecting a security interest therein outweighs the benefit of a security interest to the Holder afforded thereby, which determination is evidenced by an officers’ certificate provided to the Trustee on which the Trustee may conclusively rely without further inquiry or investigation.

the Notes issued on the Issue Date and the Note Guarantees thereof;

Indebtedness of the Issuers and the Guarantors under the Credit Facilities (including letters of credit (with outstanding letters of credit being deemed to have a principal amount equal to the stated amount thereof) and reimbursement obligations with respect thereto) that is subject to the Intercreditor Agreement and permitted to be incurred and secured under each applicable Secured Credit Document (as defined in the Intercreditor Agreement); and

any Additional First Lien Obligations (as defined in the Intercreditor Agreement).

regularly scheduled cash payments of principal of Indebtedness for borrowed money of such Persons (other than any balloon payments); plus

Interest Expense of such Persons (minus interest income for such period); plus

payments of dividends in cash in respect of Disqualified Equity Interests of BPR; plus

to the extent not otherwise included in Interest Expense, dividends and other distributions paid in cash during such period by BPR with respect to preferred stock or preferred operating units (excluding, for the avoidance of doubt, the Specified Equity Interests (other than the Series A Preferred Stock)).

each Subsidiary of BPR that executed this Indenture on the Issue Date (other than the Issuers); and

any other Restricted Subsidiary of BPR that becomes a Guarantor in accordance with the provisions of this Indenture,

all indebtedness of such Person for borrowed money;

all Obligations of such Person for the deferred purchase price of property or services (other than (i) deferred compensation to officers and employees, (ii) trade payables and accrued expenses incurred by such Person in the ordinary course of business (including on an inter-company basis), (iii) any earn out obligation or purchase price adjustment until such Obligation (A) becomes a liability on the balance sheet (excluding the footnotes thereto) of such Person in accordance with GAAP and (B) has not been paid within 30 days after becoming due and payable, (iv) any such obligations incurred under ERISA and (v) liabilities associated with customer prepayments and deposits), which purchase price is (A) due more than six months from the date of incurrence of the Obligation in respect thereof or (B) evidenced by a note or similar written instrument, and only to the extent such Obligations constitute indebtedness for purposes of GAAP;

all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments;

all Capitalized Lease Obligations of such Person;

all Obligations of such Person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities;

all Obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Disqualified Equity Interest of such Person;

all contingent obligations of such Person in respect of the foregoing clauses (1) through (6);

all Obligations of the kind referred to in clauses (1) through (7) above secured by any Lien on property owned by such Person, whether or not such Person has assumed or become liable for the payment of such Obligation (but excluding Liens for taxes not overdue by more than 30 days or that are being contested in good faith); and

for the purposes of an Event of Default only, the net Obligations of such Person in respect of Derivatives Contracts.

(i) the income of any Person (other than of the Subject Person or any of its Restricted Subsidiaries) in which any other Person (other than the Subject Person or any of its Restricted Subsidiaries) has a joint interest, except to the extent allocable (based on economic share and not necessarily percentage ownership) to such Subject Person or any of its Restricted Subsidiaries (including to the extent of the amount of dividends or distributions or other payments (including any ordinary course dividend, distribution or other payment) paid in cash (or to the extent converted into cash)) to the Subject Person or any of its Restricted Subsidiaries by such Person during such period or (ii) the loss of any Person (other than the Subject Person or any of its Restricted Subsidiaries) in which any other Person (other than the Subject Person or any of its Restricted Subsidiaries) has a joint interest, other than to the extent that the Subject Person or any of its Restricted Subsidiaries has contributed cash or Cash Equivalents to such Person in respect of such loss during such period;

any charge that is established, adjusted and/or incurred, as applicable, within 12 months of August 24, 2018, that is required to be established, adjusted or incurred, as applicable, as a result of the Transactions in accordance with GAAP;

(A) the effects of adjustments (including the effects of such adjustments pushed down to the relevant Person and its Restricted Subsidiaries) in component amounts required or permitted by GAAP (including, without limitation, in the inventory, property and equipment, lease, software, goodwill, intangible asset, in-process research and development, deferred revenue, advanced billing and debt line items thereof), resulting from the application of purchase accounting or the acquisition method of accounting in relation to the Transactions or any consummated acquisition or similar Investment or recapitalization accounting or the amortization or write-off of any amounts thereof, net of taxes and/or (B) the cumulative effect of any change in accounting principles (effected by way of either a cumulative effect adjustment or a retroactive application, in each case, in accordance with GAAP) and/or any change resulting from the adoption or modification of accounting principles and/or policies in accordance with GAAP;

(i) any realized or unrealized gain or loss in respect of (x) any obligation under any Hedge Agreement as determined in accordance with GAAP and/or (y) any other derivative instrument pursuant to, in the case of this clause (y), Financial Accounting Standards Board’s Accounting Standards Codification No. 815-Derivatives and Hedging and (ii) any realized or unrealized foreign currency exchange gain or loss (including any currency re-measurement of Indebtedness, any net gain or loss resulting from Hedge Agreements for currency exchange risk associated with the foregoing or any other currency related risk and any gain or loss resulting from intercompany Indebtedness); provided that, notwithstanding anything to the contrary herein, realized gains and losses in respect of any Designated Operational FX Hedge shall be included in the calculation of Net Income; and

any deferred tax expense associated with any tax deduction or net operating loss arising as a result of the Transactions, or the release of any valuation allowance related to any such item.

any cash payment or proceeds (including Cash Equivalents) received by BPR or any of its Restricted Subsidiaries (i) under any casualty insurance policy in respect of a covered loss thereunder of any assets of BPR or any of its Restricted Subsidiaries or (ii) as a result of the taking of any assets of BPR or any of its Restricted Subsidiaries by any Person pursuant to the power of eminent domain, condemnation, expropriation or otherwise, or pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking; minus

(i) any actual out-of-pocket costs incurred by BPR or any of its Restricted Subsidiaries in connection with the adjustment, settlement or collection of any claims of BPR or the relevant Restricted Subsidiary in respect thereof, (ii) payment of the outstanding principal amount of, premium or penalty, if any, and interest and other amounts on any Indebtedness (other than any Indebtedness secured by a Lien on the Collateral that is pari passu with or expressly subordinated to the Lien on the Collateral securing the Note Obligations) that is secured by a Lien on the assets in question and that is required to be repaid or otherwise comes due under the terms thereof as a result of such loss, taking or sale, (iii) in the case of a taking, the reasonable out-of-pocket costs of putting any affected property in a safe and secure position, (iv) any selling costs and out-of-pocket expenses (including reasonable broker’s fees or commissions, legal fees, transfer and similar Taxes and BPR’s good faith estimate of (I) income (however denominated), gross receipts, or franchise Taxes paid or payable by the Issuers, a Guarantor or any of their respective Subsidiaries (including pursuant to Tax sharing arrangements or any Tax distribution) and (II) any amounts to be distributed pursuant to Section 4.07(b)(3) hereof) in order to avoid entity level Taxes in connection with any sale or taking of such assets as described in clause (1) of this definition and (v) any amounts provided as a reserve in accordance with GAAP against any liabilities under any indemnification obligation or purchase price adjustments associated with any sale or taking of such assets as referred to in clause (1) of this definition (provided that to the extent and at the time any such amounts are released from such reserve (other than in connection with a payment in respect of such liability), such amounts shall constitute Net Insurance/Condemnation Proceeds).

the sum of rents and other revenues received in the ordinary course from such property (including proceeds of rent loss or business interruption insurance), proceeds and other income received from such property, including all pass-through reimbursables (to the extent the expense being reimbursed is included as an expense in clause (2) below) and percentage rent (but excluding security or other deposits, except to the extent applied in satisfaction of tenants’ obligations for rent or other payments due) during the determination period; less

an amount equal to all costs and expenses (excluding (i) the payment or provision for interest expense, and debt service charges; (ii) income taxes (including any franchise taxes or other similar taxes based on income, profits or capital); (iii) any expenditures that are capitalized in accordance with GAAP; (iv) losses and expenses to the extent covered by third-party insurance that has actually been reimbursed or otherwise paid in the applicable period or that BPR reasonably determines will be reimbursed or paid by the applicable insurance carrier and so long as the applicable insurance carrier has been notified in writing of such loss or expense and not denied coverage therefor; (v) expenses

relating to the relocation of customers as a result of any casualty or condemnation event or temporary shutdown, in whole or in part, of any applicable property; (vi) acquisition costs for consummated acquisitions; (vii) allocations of general overhead expenses; and (viii) depreciation, amortization and other non-cash expenses),

Indebtedness in respect of which recourse for payment (except for customary exceptions for construction/development guarantees, interest and carry guarantees, market completion guarantees, fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness;

if such Person is a Single Asset Entity, any secured Indebtedness of such Person (other than Indebtedness described in the immediately following clause (3)); or

if such Person is a Single Asset Holding Company, any Indebtedness of such Single Asset Holding Company, including mezzanine (or other subordinated) Indebtedness and other Indebtedness, resulting from a guarantee of, or Lien securing, Indebtedness of a Single Asset Entity that is a subsidiary of such Single Asset Holding Company, so long as, in the case of this clause (3), either (i) recourse for payment of such Indebtedness

(except for customary exceptions for construction/development guarantees, interest and carry guarantees, market completion guarantees, fraud, misapplication of funds, environmental indemnities, voluntary bankruptcy, collusive involuntary bankruptcy and other similar customary exceptions to nonrecourse liability) is contractually limited to the Equity Interests held by such Single Asset Holding Company in such Single Asset Entity or (ii) such Single Asset Holding Company has no assets other than Equity Interests in such Single Asset Entity, cash, Cash Equivalents and other assets of nominal value incidental to the ownership of such Single Asset Entity.

Indebtedness under the Notes issued on the Issue Date;

Indebtedness of BPR or any of its Restricted Subsidiaries incurred pursuant to the Credit Facilities in an aggregate principal amount at any time outstanding not to exceed $6,900,000,000 less:

the amount of all mandatory principal payments actually made by BPR or any such Restricted Subsidiary since the Issue Date with the Net Proceeds of an Asset Sale in respect of term loans under the Credit Facilities (excluding any such payments to the extent refinanced at the time of payment); and

any repayments, refinancing or repurchase of term loan borrowings under the Credit Facilities with the proceeds of Applicable Refinancing Proceeds;

Indebtedness of BPR or any of its Restricted Subsidiaries in existence, or pursuant to commitments existing, on the Issue Date, excluding Indebtedness described in clauses (1) and (2) above;

Combined Recourse Indebtedness in an aggregate amount not to exceed 15.0% of Value at the time of incurrence (after giving effect to such incurrence) of such Combined Recourse Indebtedness;

any Indebtedness refinancing, refunding or replacing any Indebtedness incurred pursuant to Section 4.08 hereof (other than Permitted Indebtedness) or pursuant to clauses (1) through (14) of this definition (in any case, including any refinancing Indebtedness incurred in respect thereof, “Refinancing Indebtedness”) and any subsequent Refinancing Indebtedness in respect thereof; provided that the principal amount of such Refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced, refunded or replaced, except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts and other

reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, refunding or replacement, (B) an amount equal to any existing commitments unutilized thereunder and (C) additional amounts permitted to be incurred pursuant to Section 4.08 hereof or pursuant to any Permitted Indebtedness;

Indebtedness of BPR or any of its Restricted Subsidiaries under Hedge Agreements;

the incurrence by BPR or any of its Restricted Subsidiaries of intercompany Indebtedness between or among BPR and any such Restricted Subsidiaries; provided, however, that if the payee is not an Issuer or a Guarantor, such Indebtedness must be unsecured and expressly subordinated in right of payment to the Notes and Note Guarantees;

Indebtedness arising from any agreement providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition, any acquisition (including acquisitions consummated prior to the Issue Date) or any other purchase of assets or Equity Interests, and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of BPR or any of its Restricted Subsidiaries pursuant to any such agreement;

Subordinated BPR Indebtedness;

Indebtedness in respect of Banking Services and incentive, supplier finance or similar programs;

Indebtedness (including obligations in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Indebtedness) in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits;

unsecured Indebtedness consisting of promissory notes issued by BPR or any of its Restricted Subsidiaries to any direct or indirect stockholder of the Parent or any of its direct or indirect parents and any current or former director, officer, employee, member of management, manager or consultant of BPR or any of its Restricted Subsidiaries (or their respective Immediate Family Members) to finance the purchase or redemption of the Equity Interests of BPR or any of its direct or indirect parents, to the extent permitted pursuant to the CNI Restricted Payments Basket;

Indebtedness representing (i) deferred compensation to current or former directors, officers, employees, members of management, managers, and consultants of BPR or any of its Restricted Subsidiaries in the ordinary course of business and (ii) deferred compensation or other similar arrangements in connection with the Transactions, any acquisition or other Investment permitted under this Indenture; and

Indebtedness (to the extent not permitted pursuant to clauses (1) through (13) above) in an aggregate principal amount not to exceed $187,500,000 at any time outstanding.

Investments in Wholly Owned Raw Land; provided, however, that no Wholly Owned Raw Land shall be acquired if the Value represented by such Investment, together with all Wholly Owned Raw Land then owned by BPR and its Subsidiaries, exceeds 5.0% of Value (including such Wholly Owned Raw Land);

Investments in individual BPR Properties; provided, however, that no individual BPR Property or Equity Interests in a Person owning an individual BPR Property shall be acquired if the Value represented by such Investment exceeds 25.0% of Value (including such BPR Property);

Investments in Equity Interests of Joint Ventures in which neither BPR nor any of its Wholly Owned Restricted Subsidiaries is a general partner, co-managing member or managing member; provided, however, that no such Equity Interests shall be acquired if the Value of such Investment, together with all other such Equity Interests then owned by BPR and its Restricted Subsidiaries that is acquired after the Issue Date exceeds 10.0% of Value (including such Equity Interests);

Investments in Real Property Under Construction; provided that the Value of all Real Property Under Construction shall not, at any given time, exceed 15.0% of Value (including such Real Property Under Construction);

Investments in first lien priority Mortgage Loans and real estate mezzanine loans and other similar subordinated debt financing instruments acquired or originated by BPR and its Restricted Subsidiaries; provided that the Value of all such Mortgage Loans and real estate mezzanine loans and other similar subordinated debt financing instruments shall not exceed 5.0% of Value;

any Investment reasonably required in the minimum amount necessary for BPR and each of its REIT Subsidiaries to maintain its qualification as a REIT; and

any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may be increased (x) as required by the terms of such Investment as in existence on the Issue Date or (y) as otherwise permitted under this Indenture.

Liens created under this Indenture or any Security Documents securing the Notes Obligations;

Liens securing Obligations pursuant to the Credit Facilities;

Liens securing Indebtedness permitted under Section 4.08 hereof or pursuant to any Permitted Indebtedness; provided that for any such Indebtedness secured by Liens on the

Collateral, (i) such Liens may, at the option of BPR, rank equally and ratably with or junior (but may not be senior to) to the Liens securing the Notes Obligations, (ii) such Liens are subject to the Intercreditor Agreement or another intercreditor agreement to which the Collateral Agent is a party, (iii) such Indebtedness is not secured by a Lien on any assets that do not constitute Collateral and (iv) such Indebtedness is not guaranteed by Persons that are not Issuers or Guarantors;

Liens securing Capitalized Lease Obligations; and

Customary Permitted Encumbrances.

(a) in the case of (i) any Disposition of all or substantially all of the Equity Interests of any Restricted Subsidiary of BPR, or any division and/or product line of BPR or any of its Restricted Subsidiaries, and (ii) the implementation of any Cost Saving Initiative, income statement items (whether positive or negative and including any Expected Cost Savings) attributable to the property or Person subject to such transaction, shall be excluded as of the first day of the applicable period with respect to any test or covenant for which the relevant determination is being made; and (b) in the case of any Investment, income statement items (whether positive or negative) attributable to the property or Person subject to such Investment shall be included as of the first day of the applicable period with respect to any test or covenant for which the relevant determination is being made; it being understood that any pro forma adjustment described in the definition of “Adjusted EBITDA” may be applied to any such test or covenant solely to the extent that such adjustment is consistent with the definition of “Adjusted EBITDA”;

any retirement or repayment of Indebtedness (other than normal fluctuations in revolving Indebtedness incurred for working capital purposes) shall be deemed to have occurred as of the first day of the applicable period with respect to any test or covenant for which the relevant determination is being made;

any Indebtedness incurred by BPR or any of its Restricted Subsidiaries in connection therewith shall be deemed to have occurred as of the first day of the applicable period with respect to any test or covenant for which the relevant determination is being made; provided that (x) if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to

such Indebtedness at the relevant date of determination (taking into account any interest hedging arrangements applicable to such Indebtedness), (y) interest on any obligation with respect to any Capital Lease shall be deemed to accrue at an interest rate reasonably determined by BPR to be the rate of interest implicit in such obligation in accordance with GAAP and (z) interest on any Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate or other rate shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen by BPR; and

the acquisition of any asset included in calculating Value, whether pursuant to any transaction or any Person becoming a subsidiary or merging, amalgamating or consolidating with or into BPR or any of its Restricted Subsidiaries, or the Disposition of any asset included in calculating Value shall be deemed to have occurred as of the last day of the applicable period with respect to any test or covenant for which such calculation is being made.

any direct or indirect Restricted Subsidiary of BPR that holds a fee or leasehold interest in any building (or group of related buildings, including, without limitation, buildings pooled for purposes of a Nonrecourse Indebtedness financing) or parcel (or group of related parcels including, without limitation, parcels pooled for purposes of a Nonrecourse Indebtedness financing) of real property and related assets (any such subsidiary, a “Property Owner”); and

any other direct or indirect Restricted Subsidiary of BPR that holds a direct ownership interest in a Property Owner and does not otherwise own an interest in a Restricted Subsidiary unrelated to the assets owned by such Property Owner.

only owns either (x) a single property (including any Real Estate Asset) or (y) structured finance investments, and in either case, cash, Cash Equivalents and other assets of nominal value incidental to such Person’s ownership of such property or structured finance investments, as the case may be;

is engaged only in the business of owning, developing and/or leasing such property or owning and/or servicing such structured finance investment, as the case may be; and

receives substantially all of its gross revenues from such property or structured finance investments, as the case may be.

any corporation of which the outstanding Equity Interests having at least a majority of the votes entitled to be cast in the election of directors under ordinary circumstances (other than Equity Interests having such voting power only by reason of the happening of a contingency) shall at the time be owned, directly or indirectly, by such Person; or

any other Person of which at least a majority of the voting interest (other than voting interest held only by reason of the happening of a contingency) under ordinary circumstances is at the time, directly or indirectly, owned by such Person.

Net Operating Income for all BPR Properties for the immediately preceding four calendar quarters, capitalized at 5.75% (excluding any BPR Property included on a cost basis

pursuant to clause (3) below) including for purposes of this definition, the Net Operating Income of international assets;

the book value of development and inactive assets owned by BPR or any of its Restricted Subsidiaries (Wholly Owned Restricted Subsidiaries or otherwise) or Joint Ventures, including raw land, vacant out-parcels, loans receivable, capital expenditures and other underutilized assets with de minimis income (at the lesser of cost or book value);

the cost basis of new acquisitions of BPR or any of its Restricted Subsidiaries (Wholly Owned Restricted Subsidiaries or otherwise) or Joint Ventures (calculated as (i) 100% for assets owned by BPR or any of its Wholly Owned Restricted Subsidiaries and (ii) in the case of consolidated non-Wholly Owned Restricted Subsidiaries and Joint Ventures of BPR, only to the extent allocable (based on economic share and not necessarily percentage ownership) to BPR or its Wholly Owned Restricted Subsidiaries for the 12-month period after any such acquisition);

other than for purposes of the Total Net Indebtedness to Value Ratio, cash and Cash Equivalents of BPR and its Restricted Subsidiaries and Joint Ventures (but, in the case of consolidated non-Wholly Owned Restricted Subsidiaries and Joint Ventures of BPR, only to the extent allocable (based on economic share and not necessarily percentage ownership) to BPR or its Wholly Owned Restricted Subsidiaries), in each case as determined in accordance with GAAP, except as otherwise noted above with respect to non-Wholly Owned Restricted Subsidiary and Joint Venture allocations, without duplication;

aggregate sums spent on the construction of improvements (including land acquisition costs) for any Real Estate Asset which is raw land, vacant out-parcels or is the subject of a material construction project, but excluding such sums with respect to Real Estate Assets subject to material construction projects, if BPR elects to include revenues in Net Operating Income (provided that such costs can be included if the project is a renovation or expansion of a Real Estate Asset that is otherwise complete and operational, the construction will not impair ongoing business and operations and the inclusion of such revenues in Net Operating Income and such aggregate sums in Value is not duplicative);

letters of credit, guarantees and other forms of credit enhancement; and

the Adjusted EBITDA of the Management Companies for the immediately preceding four fiscal quarters, capitalized at 10.0%.

Other Definitions.

Term

Concerning the Trust Indenture Act.

Rules of Construction.

a term has the meaning assigned to it;

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

“or” is not exclusive;

words in the singular include the plural, and in the plural include the singular;

“will” shall be interpreted to express a command;

provisions apply to successive events and transactions; and

references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time.

Currency Equivalents Generally.

Certain Calculations and Tests.

All financial ratios and tests (including the Total Net Indebtedness to Value Ratio, Combined Recourse Indebtedness, the Fixed Charge Coverage Ratio, Value, Cumulative Net Income and Combined EBITDA) contained in this Indenture that are calculated with respect to any period during which any applicable transaction occurs shall be calculated by BPR with respect to such period and such transaction on a Pro Forma Basis. Further, if since the beginning of any such period and on or prior to the date of any required calculation of any financial ratio or test (x) any

Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis), to the extent that the terms in this Indenture require (i) compliance with any financial ratio or test (including, without limitation, any Total Net Indebtedness to Value Ratio test, any Fixed Charge Coverage Ratio test, Cumulative Net Income test and/or any Combined Recourse Indebtedness test) and/or any cap expressed as a percentage of Value or (ii) the absence of a Default or Event of Default (or any type of Default or Event of Default) as a condition to the consummation of any transaction in connection with any acquisition or similar Investment (including the assumption or incurrence of Indebtedness), the determination of whether the relevant condition is satisfied may be made, at the election of BPR, at the time of (or on the basis of the financial statements for the most recently ended applicable period for which internal financial statements are available) either (x) the execution of the definitive agreement with respect to such acquisition or similar Investment or (y) the consummation of such acquisition or Investment, in each case, after giving effect to the relevant acquisition on a Pro Forma Basis; provided that if BPR has elected to test the relevant condition pursuant to clause (x) above, in connection with the calculation of any financial ratio or test following the date of execution of such definitive agreement and prior to the earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated, any such financial ratio or test shall be calculated (A) on a Pro Forma Basis assuming such acquisition and other pro forma events (including any incurrence of Indebtedness) in connection therewith have been consummated and (B) solely in the case of a calculation of any financial ratio in connection with the making of a Restricted Payment, without giving pro forma effect to the consummation of such acquisition.

For purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, any Total Net Indebtedness to Value Ratio test, any Fixed Charge Coverage Ratio test, any Cumulative Net Income test and/or any Combined Recourse Indebtedness test and/or the amount of Combined EBITDA, Cumulative Net Income or Value), such financial ratio or test shall be calculated by BPR at the time such action is taken (subject to the immediately preceding paragraph), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be.

Form and Dating.

General. Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Increases and Decreases in the Global Note” attached thereto). Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Increases and Decreases in the Global Note” attached thereto). The Notes may have notations,

Global Notes. Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall 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 increased or decreased, as appropriate, to reflect exchanges, redemptions or repurchases. 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 Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof.

Temporary Global Notes. Notes offered and sold in reliance on Regulation S will be issued initially in the form of the Regulation S Temporary Global Note, which will be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, at its New York office, as custodian for the Depositary, 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.

Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers of beneficial interests in the Regulation S Temporary Global Note and the Regulation S Permanent Global Note that are held by Participants through Euroclear or Clearstream.

Execution and Authentication.

a copy of the resolution or resolutions of the Board of Directors in or pursuant to which the terms and form of the Notes were established, certified by the Secretary or an Assistant Secretary of each Issuer, to have been duly adopted by the Board of Directors and to be in full force and effect as of the date of such certificate, and if the terms and form of such Notes are established by an Officers’ Certificate pursuant to general authorization of the Board of Directors, such Officers’ Certificate;

an executed supplemental indenture, if any;

an Officers’ Certificate delivered in accordance with Section 11.03 hereof; and

an Opinion of Counsel delivered in accordance with Section 11.03 hereof and which shall also state that the Notes have been duly authorized by all necessary corporate action of each Issuer and, when executed, issued and authenticated in accordance with the terms of this Indenture and delivered by the Trustee, will be the legally valid and binding obligations of each Issuer, enforceable against the Issuers in accordance with their terms, subject to any conditions and qualifications specified in such Opinion of Counsel; provided, however, that an Opinion of Counsel shall not be required to be delivered to the Trustee with respect to Notes authenticated on the Issue Date and the Officers’ Certificate delivered with respect to Notes authenticated on the Issue Date shall only be required to be executed by one Officer of each of the Issuers.

Registrar and Paying Agent.

Paying Agent to Hold Money in Trust.

Holder Lists.

Transfer and Exchange.

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. All Global Notes will be exchanged by the Issuers for Definitive Notes if:

the Issuers deliver to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Issuers within 120 days after the date of such notice from the Depositary;

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 shall the Regulation S Temporary 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

there has occurred and is continuing a Default or Event of Default with respect to the Notes and the Depositary has requested such exchange.

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 of this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

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, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than the initial purchasers of the Notes). 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 shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(1).

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 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either:

both:

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

instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

both:

a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the

instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (i) above;

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 2.06(b)(2) above and the Registrar receives the following:

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

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

if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

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 2.06(b)(2) above and the Registrar receives the following:

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

if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from

Transfer or Exchange of Beneficial Interests for Definitive Notes.

Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes. 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:

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;

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

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, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

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;

if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

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

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,

Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a beneficial interest in the Regulation S Temporary 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.

Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes. 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 the Registrar receives the following:

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

if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall 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 certifications in item (4) thereof;

Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(g) hereof, and the Issuers will execute and the Trustee will, upon receipt of an Authentication Order, authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Registrar from or through the Depositary and the Participant or Indirect Participant. The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered. Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(4) will not bear the Private Placement Legend.

Transfer and Exchange of Definitive Notes for Beneficial Interests.

Restricted Definitive Notes to 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:

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;

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

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

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;

if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable;

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

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,

Restricted Definitive Notes to 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 the Registrar receives the following:

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

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

Unrestricted Definitive Notes to 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 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 a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2) or (3) 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 2.02 hereof, the Trustee will authenticate one or more

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 2.06(e), the Registrar will register the transfer or exchange of Definitive Notes. Prior to such registration of transfer or exchange, the requesting Holder must 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 by its attorney, duly authorized in writing. In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 2.06(e).

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:

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

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

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 the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

Restricted Definitive Notes to 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 the Registrar receives the following:

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

if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall 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 certifications in item (4) thereof;

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

Legends. The following legends will appear on the face of all Global Notes and Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable provisions of this Indenture.

Private Placement Legend.

Except as permitted by subparagraph (B) below, each Global Note and each Definitive Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form:

Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant to subparagraphs (b)(4), (c)(3), (c)(4), (d)(2), (d)(3), (e)(2) or (e)(3) of this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) will not bear the Private Placement Legend.

Global Note Legend. Each Global Note will bear a legend in substantially the following form:

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 hereof. 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 Depositary 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 Depositary at the direction of the Trustee to reflect such increase.

General Provisions Relating to Transfers and Exchanges.

The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note being transferred for registration of transfer. When a Note is presented to the Registrar with a request to register a transfer, such Registrar shall register the transfer as requested if the requirements of this Indenture and Section 8-401(a) of the UCC are met. When Notes are presented to the Registrar with a request to exchange them for an equal principal amount of Notes of other denominations, the Registrar shall make the exchange as requested if the same requirements are met. No service charge shall be made for any registration of transfer or exchange or redemption of the Notes, 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 Section 2.10, 3.06, 3.09, 4.09, 4.14 or 9.04 hereof).

The Registrar shall not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuers, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

Neither the Registrar nor the Issuers shall be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note 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.

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

Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Paying Agent, the Registrar 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, premium, if any, and interest on such Notes and for all other purposes, and none of the Trustee, any Paying Agent, the Registrar or the Issuers shall be affected by notice to the contrary.

None of the Issuers, the Trustee, any agent of any Issuer or the Trustee (including any Paying Agent or Registrar) will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of a Global Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under

Replacement Notes.

Outstanding Notes.

Treasury Notes.

Temporary Notes.

Cancellation.

Defaulted Interest.

CUSIP or ISIN Numbers.

Issuance of Additional Notes.

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

the issue price, the issue date and the “CUSIP,” “ISIN” or other similar identification numbers of such Additional Notes; and

if any Additional Notes are not fungible with any of the Notes then outstanding for U.S. federal income tax purposes, such Additional Notes will have a separate CUSIP number.

Notices to Trustee.

Selection of Notes to Be Redeemed.

Notice of Redemption.

the redemption date;

the redemption price (or manner of calculation if not then known);

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

the name and address of the Paying Agent;

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

that, unless the Issuers default in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date;

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

that no representation is made as to the correctness or accuracy of the “CUSIP,” “ISIN” or other similar identification number, if any, listed in such notice or printed on the Notes.

Effect of Notice of Redemption.

Deposit of Redemption Price.

Notes Redeemed in Part.

Optional Redemption.

At any time prior to the Initial Call Date, the Issuers may on any one or more occasions redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price of 105.750% of the principal amount, plus accrued and unpaid interest, to but excluding the redemption date (subject to the rights of Holders of record on the relevant record date to receive interest due on the related interest payment date falling prior to or on the redemption date), with the net cash proceeds of one or more Equity Offerings; provided, however, that (1) at least 50% of the aggregate principal amount of Notes issued on the Issue Date remains outstanding immediately after the occurrence of such redemption; and (2) the redemption occurs within 180 days of the date of the closing of such Equity Offering.

At any time prior to the Initial Call Date, the Issuers may redeem all or a part of the Notes at a redemption price (calculated by the Issuers) equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest to, but excluding, the redemption date, subject to the rights of Holders of record on the relevant record date to receive interest due on the related interest payment date falling prior to or on the redemption date.

At any time, in connection with any tender offer for the Notes, including a Change of Control Offer or Subject Disposition Offer, if Holders of not less than 90% in aggregate principal amount of the outstanding Notes validly tender and do not withdraw such Notes in such tender offer and the Issuers, or any third party making a such tender offer in lieu of the Issuers, purchases all of the Notes validly tendered and not withdrawn by such Holders, the Issuers will have the right upon not less than 10 nor more than 60 days’ prior notice, given not more than 15 days following such purchase date, to redeem all Notes that remain outstanding following such purchase at a redemption price equal to the price paid to each other Holder in such tender offer plus, to the

Except pursuant to the preceding three paragraphs, the Notes will not be redeemable at the Issuers’ option prior to the Initial Call Date.

On and after the Initial Call Date, the Issuers shall be entitled at their option to redeem the Notes, in whole or in part at the following redemption prices (expressed as percentages of the principal amount thereof) plus accrued and unpaid interest on the Notes redeemed, to but excluding the applicable redemption date, if redeemed during the 12-month period commencing on May 15 of the years set forth below, subject to the rights of Holders on the relevant record date to receive interest due on the related interest payment date falling prior to or on the redemption date.

Year

2022

2023

2024 and thereafter

Any redemption pursuant to this Section 3.07 shall be made pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Mandatory Redemption; Open Market Purchases.

The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes.

The Issuers or their equity holders, including the Sponsor, shall be entitled at their option at any time and from time to time to purchase Notes, whether by privately negotiated transactions, open market purchases, tender offers or otherwise.

Offer to Purchase by Application of Subject Disposition Proceeds.

that the Subject Disposition Offer is being made pursuant to this Section 3.09 and Section 4.09 hereof and the length of time the Subject Disposition Offer shall remain open and, if the Subject Disposition Offer is also made to holders of other Secured Debt of the Issuers or a Restricted Subsidiary of BPR pursuant to Section 4.09 hereof or any similar provision, the notice shall identify such Secured Debt and state that the Subject Disposition Offer is also made to holders of such Secured Debt;

the Subject Disposition Offer Amount, the purchase price and the Purchase Date;

that any Note not tendered or accepted for payment shall continue to accrue interest;

that, unless the Issuers default in making such payment, any Note accepted for payment pursuant to the Subject Disposition Offer shall cease to accrue interest on and after the Purchase Date;

that Holders electing to have a portion of a Note purchased pursuant to a Subject Disposition Offer may only elect to have such Note purchased in denominations of $2,000 and integral multiples of $1,000 in excess thereof;

that Holders electing to have a Note purchased pursuant to any Subject Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the Issuers, a depositary, if appointed by the Issuers, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date;

that Holders shall be entitled to withdraw their election if the Issuers, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, an electronic transmission (PDF), facsimile transmission, transmission in accordance with the Applicable Procedures of the Depositary or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing its election to have such Note purchased;

that, if the aggregate principal amount of Notes surrendered by Holders and other Secured Debt surrendered by the holders thereof exceeds the Subject Disposition Offer Amount, the Issuers shall select the Notes and other Secured Debt of the Issuers or a Restricted Subsidiary of the Issuers to be purchased in accordance with the Depositary’s procedures (based on the amounts of Notes and such other Secured Debt tendered and with such adjustments as may be deemed appropriate by the Issuers so that only Notes or other Secured Debt in denominations of $2,000 and integral multiples of $1,000 in excess thereof, shall be purchased); and

that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer).

Payment of Notes.

Maintenance of Office or Agency.

Reports.

Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, BPR shall furnish to the Holders:

within 60 days after the end of each of the first three fiscal quarters of each fiscal year or within 120 days after the end of each fiscal year, as applicable, all quarterly and annual financial statements and a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that describes the financial condition and results of operations of BPR and its consolidated Subsidiaries, in each case that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if BPR were required to file such Forms (showing in reasonable detail, either on the face of the financial statements or in the footnotes thereto and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the financial condition and results of operations of BPR and its Restricted Subsidiaries separate from the financial condition and results of operations of any Unrestricted Subsidiaries of BPR) and, with respect to the annual information only, a report thereon by BPR’s certified independent accountants;

within five Business Days after the occurrence of an event required to be reported on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.04(a), 2.06, 4.01, 4.02, 5.01, 5.02(b) (with respect to executive officers) and 5.02(c)(1) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K), a notice containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K (but excluding financial statements and exhibits that would be required pursuant to Item 9.01 of Form 8-K, other than financial statements and pro forma financial information required pursuant to clauses (a) and (b) of Item 9.01 of Form 8-K (in each case relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K) to the extent available (as determined by BPR in good faith, which determination shall be conclusive)) if BPR had been a reporting company under the Exchange Act; provided, however, that no such current report will be required to be furnished if BPR determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of BPR and its Restricted Subsidiaries, taken as a whole, and BPR may omit from such disclosure any terms of such event if BPR determines in its good faith judgment that disclosure of such terms would otherwise cause material competitive harm to the business, assets, operations, financial position or prospects of BPR and its Restricted Subsidiaries, taken as a whole; provided that such non-disclosure shall be limited only to those specific provisions that would cause material competitive harm and not the occurrence of the event itself; provided, further, that no such current report will be required to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between BPR (or any of its Subsidiaries) and any director, manager or executive officer, of BPR (or any of its Subsidiaries); and

at the time of providing the information that would be contained in a Form 10-K or Form 10-Q as required by clause (1), non-GAAP supplemental financial information with respect to the periods covered by such information that is substantially consistent with the presentation thereof included in the Final Offering Memorandum.

BPR shall make available the information required by Section 4.03(a) to any Holder and, upon request, to any beneficial owner of the Notes, in each case by posting such information on its website, on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system (which may be nonpublic and may be maintained by BPR or a third party) that will require a confidentiality acknowledgment, and shall make such information readily available to Holders, any bona fide prospective investors in the Notes (which prospective investors will be limited to QIBs or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of BPR), any bona fide securities analysts (to the extent providing analysis of investment in the Notes to investors and prospective investors therein) and any bona fide market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system that will require a confidentiality acknowledgment. BPR may condition the delivery of any such information to such Holders, prospective investors, securities analysts and market makers on the agreement of such Persons to (i) treat all such information as confidential, (ii) not use such information for any purpose other than their investment or potential investment in the Notes or their analysis of investment in the Notes and (iii) not publicly disclose any such information. BPR may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 4.03 to any such Holder, prospective investor, security analyst or market maker that is a direct competitor of BPR and its Subsidiaries or an affiliate of such a direct competitor (other than any affiliate that is a bona fide bank debt fund, distressed asset fund, hedge fund, mutual fund, insurance company, financial institution or investment vehicle engaged in the business of investing in, acquiring or trading commercial loans, bonds and similar extensions of credit in the ordinary course (and not organized primarily for the purpose of making equity investments)) to the extent that BPR determines in good faith that the provision of such information to such Person would be competitively harmful to BPR and its Subsidiaries.

If (i) a Change of Control occurs that results in either (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of BPR to any Person or “group” (as defined in the definition of “Change of Control”) other than a Permitted Holder or (b) any Person or “group” other than a Permitted Holder becoming the beneficial owner, directly or indirectly, of shares representing 100% of the total ordinary voting power represented by the issued and outstanding Equity Interests of BPR, (ii) such Person or “group” acquiring control pursuant to clause (i) above is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, (iii) such Person or “group” shall be a Guarantor and (iv) such Person or “group” maintains ratings from both Rating Agencies that are equal to or higher than the ratings held by BPR on the Issue Date, then BPR will not be subject to Section 4.03(a)(1) and (2) from that time for so long as such Person or “group” continues to file the reports pursuant to Section 13 or 15(d) of the Exchange Act.

For so long as any Notes remain outstanding, to the extent not satisfied by the foregoing, BPR shall furnish to the Holders and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

The financial statements, information and other documents required to be provided as described in this Section 4.03 may be those of any direct or indirect parent of BPR; provided that, if the financial information so furnished relates to such direct or indirect parent of BPR, (i) the same is accompanied by consolidating information that summarizes in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to BPR and its Restricted Subsidiaries on a standalone basis, on the other hand, (ii) such direct or indirect parent of BPR shall be a Guarantor and (iii) such direct or indirect parent maintains ratings from both Rating Agencies that are equal to or higher than the ratings held by BPR on the Issue Date; provided, further, that if such direct or indirect parent is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or does not otherwise file reports containing such information with the SEC, then BPR shall be required to furnish the information required to be provided as described in Section 4.03(a)(3) hereof.

To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, BPR will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Should the Issuers deliver to the Trustee any such information, reports or certificates or any annual reports, information, documents and other reports, delivery of such information, reports or certificates or any annual reports, information, documents and other reports to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including each Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

Compliance Certificate.

BPR shall deliver to the Trustee, within 120 days after the end of each fiscal year beginning with the fiscal year ended December 31, 2019, an Officers’ Certificate stating that in the course of the performance by the signer of the signer’s duties as an Officer of BPR the signer would normally have knowledge of any Default and whether or not the signer knows of any Default that occurred during such period. If the signer knows of any such Default, the certificate shall describe such Default and what action, to the extent known, the Issuers are taking or propose to take with respect thereto. For purposes of this paragraph, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture.

BPR shall, so long as any of the Notes are outstanding, deliver to the Trustee, within five Business Days upon any Officer obtaining knowledge of any Default or Event of Default (provided that such Officers shall provide such certificate at least annually whether or not they know of any Default or Event of Default), an Officers’ Certificate specifying such Default or Event of Default and what action, to the extent known, the Issuers are taking or propose to take with respect thereto.

BPR shall provide prompt written notice to the Trustee of any change to its fiscal year (it being expressly understood that the failure to provide such notice to the Trustee shall not be deemed a Default or Event of Default under this Indenture), which is currently December 31.

Taxes.

Stay, Extension and Usury Laws.

Limitation on Restricted Payments.

BPR shall not, and shall not cause or permit any of the Issuers or the Guarantors (and solely with respect to Section 4.07(a)(3) hereof shall not cause or permit any of its Restricted Subsidiaries) to, directly or indirectly:

declare or pay any dividend or other distribution on account of any shares of any Equity Interest of the Issuers or any Guarantor now or hereafter outstanding, except a dividend payable solely in shares of Equity Interest of such Person or of any direct or indirect parent of such Person or in rights to subscribe for the purchase of such Equity Interest;

make or pay any intercompany loan to the Parent; or

make any Restricted Investment;

no Event of Default under clause (1) or (6) of the definition of “Event of Default” has occurred and is continuing or would occur as a consequence of such Restricted Payment; and

such Restricted Payment, together with the aggregate amount of all other Restricted Payments made pursuant to this clause (ii) after the Issue Date, is less than the sum (the “CNI Restricted Payments Basket”), without duplication, of:

Cumulative Net Income; plus

any realized gain resulting from sales of assets by the Issuers or any Guarantor or any of their respective Restricted Subsidiaries; plus

(x) any realized gain resulting from the sale or other distribution (other than to BPR or a Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or (y) a dividend or distribution from an Unrestricted Subsidiary.

Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph shall not prohibit:

the payment of any dividend or other distribution within 60 days after the date of declaration of the dividend or other distribution, as the case may be, if on the date of declaration, the dividend or other distribution or redemption payment would have complied with the provisions of this Indenture;

any Restricted Payment (i) necessary to pay required dividends to BPR’s and any REIT Subsidiary’s “accommodation” preferred shareholders and/or (ii) as is otherwise required in order to enable BPR or any REIT Subsidiary to remain in compliance with the applicable rules for qualification as a REIT under the Code and to avoid the imposition of any entity level taxes;

any Restricted Payment made to the Issuers or a Restricted Subsidiary, including, for the avoidance of doubt, to the extent necessary for the Issuers or any Restricted Subsidiary of BPR to pay its Taxes and/or to enable BPR to make Restricted Payments permitted by this Indenture;

any Restricted Payment to the extent necessary to permit (i) any of the HoldCos to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses, audit and other accounting and reporting expenses and customary salary, bonus and other benefits payable to any director, officer, employee, member of management, manager and/or consultant of such HoldCo) and franchise Taxes and similar fees and expenses required to maintain the organizational existence of such HoldCo, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of such HoldCo and (ii) the Parent to, on the Issue Date, repay Indebtedness of the Parent outstanding under the Credit Facilities on the Issue Date;

any Restricted Payment to (or any Restricted Payment to allow any of the HoldCos to) repurchase, redeem, retire or otherwise acquire or retire for value the Equity Interests of such HoldCo or any Restricted Subsidiary thereof held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of an Issuer, any Guarantor or any of their respective Restricted Subsidiaries with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Equity Interests of such HoldCo or any Restricted Subsidiary thereof held by any future, present or former employee, director, member of management, officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of an Issuer, any Guarantor or any of their respective Restricted Subsidiaries);

any Restricted Payment:

to either BPR or any of the HoldCos to enable BPR or such HoldCo to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Equity Interests of BPR or such HoldCo; and

consisting of (i) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officer, director, employee, member of management, manager and/or consultant of the Issuers, any Guarantor, any of their respective Subsidiaries or any of the HoldCos or any of their respective Immediate Family Members and/or (ii) repurchases of Equity

Interests in consideration of the payments described in sub-clause (i) above, including demand repurchases in connection with the exercise of stock options;

Restricted Payments made with Net Proceeds remaining after application thereof as required by Section 4.09 hereof (including after the making by the Issuers of any Subject Disposition Offer required to be made by the Issuers pursuant to Section 4.09 and the application of the entire amount of such Subject Disposition Proceeds Offer to purchase Notes tendered therein);

any Restricted Payment in an amount equal to the aggregate amount of any capital contribution, the aggregate proceeds of any issuance of Qualified Equity Interests or the aggregate proceeds of any Subordinated BPR Indebtedness, in each case received by BPR or any of its Restricted Subsidiaries following the Issue Date;

any Restricted Payment to satisfy any payment obligations owing under the Merger Agreement as in effect on the Issue Date;

the payments of amounts due pursuant to the Master Services Agreement as in effect on the Issue Date and any amendment thereto or replacement thereof so long as any such amendment or replacement is not materially disadvantageous, in the good faith judgment of BPR, to the Holders when taken as a whole as compared to the Master Services Agreement in effect on the Issue Date; and

upon occurrence of a Change of Control, and within 60 days after the completion of the Change of Control Offer pursuant to Section 4.14 hereof (including the purchase of all Notes tendered), any purchase or redemption of Obligations of the Issuers that are subordinate or junior in right of payment to the Notes or the Note Guarantees required pursuant to the terms thereof as a result of such Change of Control at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; provided, however, that (A) at the time of such purchase or redemption, no Default or Event of Default shall have occurred and be continuing (or would result therefrom) and (B) such purchase or redemption is not made, directly or indirectly, from the proceeds of (or made in anticipation of) any issuance of Indebtedness by the Issuers or any Subsidiary.

For purposes of determining compliance with this Section 4.07, in the event that a payment or other action meets the criteria of more than one of the exceptions described in Section 4.07(b)(1) through (11) above, or is permitted to be made pursuant to Section 4.07(a) hereof (including by virtue of qualifying as Permitted Investment), BPR will be permitted to classify such payment or other action on the date of its occurrence in any manner that complies with this Section 4.07. Payments or other actions permitted by this Section 4.07 need not be permitted solely by reference to one provision permitting such payment or other action but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.07 permitting such payment or other action (including pursuant to any clause of the definition of “Permitted Investment”).

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date the Restricted Payment is made, or at BPR’s election, the date a commitment is made to make such Restricted Payment, of the assets or securities proposed to be transferred or issued by BPR or any Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.

Limitation on Incurrence of Additional Indebtedness.

Asset Sales; Events of Loss.

No later than the 20th Business Day following the receipt of Net Proceeds in respect of any Asset Sale or Net Insurance/Condemnation Proceeds (and subject to the reinvestment rights set forth in clause (1) of this paragraph), the Issuers shall make an offer (a “Subject Disposition Offer”) at a purchase price equal to 100% of the principal amount thereof plus accrued interest to, but excluding, the date of repurchase in an amount equal to the Required Percentage of the Net Proceeds or Net Insurance/Condemnation Proceeds, as applicable, received with respect thereto in excess of the thresholds set forth in clause (3) of this Section 4.09(a) (and only such excess amount) (collectively, the “Subject Disposition Proceeds”) to all Holders; provided that:

if prior to the date any such Subject Disposition Offer is required to be made, BPR shall notify the Trustee of its intention to reinvest the Subject Disposition Proceeds in assets (including capital expenditures) used or useful in the business (other than cash or Cash Equivalents) of BPR or any of its Restricted Subsidiaries, then so long as no Event of Default then exists, the Issuers shall not be required to make a Subject Disposition Offer to the extent that:

the Subject Disposition Proceeds are so reinvested within 180 days following receipt thereof; or

BPR or any of its Restricted Subsidiaries has committed to so reinvest the Subject Disposition Proceeds during such 180-day period and the Subject Disposition Proceeds are so reinvested within 180 days after the expiration of such 180-day period,

if, at or prior to the time that any such Subject Disposition Offer would be required to be made (the “Subject Disposition Offer Trigger Date”), BPR or any of its Restricted Subsidiaries is or was required to repay or repurchase any other First Lien Debt (or offer to repay or repurchase such First Lien Debt) pursuant to the terms of the documentation

governing such First Lien Debt with the Subject Disposition Proceeds (such First Lien Debt required to be so repaid or repurchased (or offered to be repaid or repurchased), the “Other Applicable Indebtedness”), then the relevant Person may apply the Subject Disposition Proceeds on a pro rata basis to offer to repurchase the Notes and to the repurchase or repayment (or offer of repurchase or repayment) of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Notes and the Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount) at such time); it being understood that:

the portion of the Subject Disposition Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of the Subject Disposition Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof (and the remaining amount, if any, of the Subject Disposition Proceeds shall be allocated to the Notes in accordance with the terms hereof); provided that, to the extent the Holders decline to have the Notes repurchased pursuant to a Subject Disposition Offer, the Issuers may elect to apply the declined amount to the prepayment of Other Applicable Indebtedness; and

to the extent the holders of the Other Applicable Indebtedness decline to have such Indebtedness prepaid or repurchased, the declined amount shall promptly (and in any event within 10 Business Days after the date on which the holders of the Other Applicable Indebtedness are required to provide final notice declining such proceeds) be applied to make a Subject Disposition Offer in accordance with the terms hereof (without giving effect to this proviso);

the obligation to make a Subject Disposition Offer under this Section 4.09(a) shall only apply if and to the extent:

the aggregate amount of (x) Net Proceeds resulting from any individual Asset Sale, together with any Asset Sales which are in connection with the same transaction or related series of transactions and (y) Net Insurance/Condemnation Proceeds, in each case received by BPR and/or any of its Restricted Subsidiaries exceeds $25,000,000; and

the aggregate amount of such Net Proceeds described in clause (3)(A)(x) above resulting from Asset Sales or such Net Insurance/Condemnation Proceeds described in clause (3)(A)(y) above, as applicable, received by BPR or any of its Restricted Subsidiaries in any fiscal year exceeds $150,000,000; and

notwithstanding anything to the contrary contained in this Section 4.09(a), in the case of Net Proceeds or Net Insurance/Condemnation Proceeds received by any non-Wholly Owned Restricted Subsidiary of BPR, only that portion of such proceeds that are allocable (based on economic share and not necessarily percentage ownership) to BPR shall be subject to the requirement to make a Subject Disposition Offer in accordance with this Section 4.09(a) and shall be applied towards the thresholds set forth in clause (3) above.

The Issuers may satisfy the foregoing obligations with respect to any Net Proceeds in respect of any Asset Sale or Net Insurance/Condemnation Proceeds by making a Subject Disposition Offer with respect to such Net Proceeds in respect of any Asset Sale or Net Insurance/Condemnation Proceeds prior to the time period that may be required by this Indenture with respect to all or a

part of the available Net Proceeds in respect of any Asset Sale or Net Insurance/Condemnation Proceeds.

Pending the final application of the amount of any Net Proceeds in respect of any Asset Sale or Net Insurance/Condemnation Proceeds pursuant to this Section 4.09, BPR and its Restricted Subsidiaries may temporarily reduce Indebtedness, or otherwise use such Net Proceeds in any manner not prohibited by this Indenture.

Notice of each Subject Disposition Offer will be sent to DTC, in the case of Global Notes, or mailed to the record Holders as shown on the register of Holders, in the case of Definitive Notes, within 20 Business Days following the Subject Disposition Offer Trigger Date, with a copy to the Trustee, and shall comply with the procedures set forth in Section 3.09 hereof. Upon receiving notice of the Subject Disposition Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 (but in minimum amounts of $2,000) in exchange for cash. To the extent Holders properly tender their Notes in an amount exceeding the Subject Disposition Offer Amount, Notes of tendering Holders will be purchased in accordance with the Depositary’s procedures (based on amounts tendered). A Subject Disposition Offer shall remain open for a period of 20 Business Days after the notice is provided or such longer period as may be required by law. To the extent that the aggregate amount of Notes and other First Lien Debt tendered pursuant to a Subject Disposition Offer is less than the Subject Disposition Offer Amount, the Issuers may use any remaining Subject Disposition Offer Amount for general corporate purposes or for any other purpose not prohibited by this Indenture. Upon completion of any such Subject Disposition Offer, the Subject Disposition Offer Amount shall be reset at zero.

Notwithstanding the above, the Issuers shall not be required to make a Subject Disposition Offer with respect to any amount:

to the extent that the relevant Subject Disposition Proceeds are received by any Foreign Restricted Subsidiary for so long as the repatriation to the Issuers of any such amount would be prohibited under any Requirements of Law or conflict with the fiduciary duties of any such Foreign Restricted Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Restricted Subsidiary (BPR hereby agreeing to cause the applicable any Foreign Restricted Subsidiary to promptly take all commercially reasonable actions required by Requirements of Law to permit such repatriation); it being understood and agreed that if the repatriation of the relevant affected Subject Disposition Proceeds is permitted under Requirements of Law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or be reasonably expected to result in, a material risk of personal or criminal liability for the Persons described above, in either case, within 365 days following the event giving rise to the relevant Subject Disposition Proceeds, the relevant any Foreign Restricted Subsidiary will promptly repatriate the relevant Subject Disposition Proceeds and the repatriated Subject Disposition Proceeds will be applied within 20 Business Days (net of additional Taxes payable or reserved against as a result thereof) to make a Subject Disposition Offer to the extent required herein; or

to the extent that the relevant Subject Disposition Proceeds are received in respect of any Joint Venture for so long as the distribution to the Issuers of such Subject Disposition Proceeds would be prohibited under the organizational documents governing such Joint Venture; it being understood and agreed that if the relevant prohibition ceases to exist within 365 days following the event giving rise to the relevant Subject Disposition

Proceeds, the relevant Joint Venture will promptly distribute the relevant Subject Disposition Proceeds and the distributed Subject Disposition Proceeds will be applied within 20 Business Days to make a Subject Disposition Offer to the extent required herein.

Notwithstanding the above, if BPR determines in good faith that the repatriation to the Issuers as a distribution or dividend of any amounts required to make a Subject Disposition Offer that are attributable to any Foreign Restricted Subsidiary would result in a material and adverse Tax liability (including any withholding Tax) (such amount, a “Restricted Amount”), the amount with respect to which the Issuers shall be required to make a Subject Disposition Offer shall be reduced by the Restricted Amount; provided that to the extent that the repatriation of the relevant Subject Disposition Proceeds from the relevant Foreign Restricted Subsidiary would no longer have a material and adverse tax consequence within 365 days following the event giving rise to the relevant Subject Disposition Proceeds, an amount equal to the Relevant Amount (reduced by any relevant Taxes) will be applied within 20 Business Days to make a Subject Disposition Offer to the extent required herein.

The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Subject Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Section 4.09, the Issuers shall comply with the applicable securities laws and regulations and shall not be deemed to have breached their obligations under this Section 4.09 by virtue thereof.

Limitation on Liens.

BPR shall not, and shall not cause or permit any of the Issuers or the Guarantors to, create, incur, assume or suffer to exist any Lien on any assets of the Issuers or the Guarantors that shall not constitute Collateral, except for Customary Permitted Encumbrances.

BPR shall not, and shall not cause or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist any Lien (other than Permitted Liens) upon any of its property or assets (whether now owned or hereafter acquired), securing any Indebtedness of the Issuers or any Guarantor.

With respect to any Lien securing Indebtedness that was permitted to secure such Indebtedness at the time of the Incurrence of such Indebtedness, such Lien shall also be permitted to secure any Increased Amount of such Indebtedness. The “Increased Amount” of any Indebtedness means any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Indebtedness (in each case whether it would otherwise have been deemed to be incurred at the time or upon the subsequent refinancing thereof).

Conduct of Business.

Corporate Existence.

REIT Status.

Offer to Repurchase upon Change of Control.

If a Change of Control Event occurs, each Holder shall have the right to require that the Issuers purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to, but excluding, the date of purchase. Within 30 days following the date upon which the Change of Control Event occurred (unless the Issuers have previously or concurrently sent a redemption notice with respect to all outstanding Notes that is unconditional or is subject solely to the Change of Control Event occurring), the Issuers must send by first class mail or otherwise electronically in accordance with the procedures of DTC, a notice to the Trustee and each Holder, which notice shall govern the terms of the Change of Control Offer.

On the Change of Control Payment Date, the Issuers shall, to the extent lawful, (1) accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer, (2) deposit with the Paying Agent an amount equal to the Change of Control payment in respect of all Notes or portions thereof so tendered and (3) deliver or cause to be delivered to the applicable Trustee the Notes so accepted together with an Officers’ Certificate stating the aggregate principal amount of Notes or portions thereof being purchased by the Issuers. The Paying Agent shall promptly (but in any case not later than five days after the Change of Control Payment Date) mail or otherwise deliver to each Holder so tendered the Change of Control payment for such Notes, and the Trustee shall, upon receipt of an Authentication Order, promptly

authenticate and mail or deliver (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any; provided that each such new Note will be in a principal amount of $2,000 and integral multiples of $1,000 in excess thereof. The Issuers shall notify the Holders and the Trustee of the results of the Subject Disposition Offer on the Purchase Date by posting such information on its website, on Intralinks, SyndTrak, ClearPar or any comparable password-protected online data system (which may be nonpublic and may be maintained by BPR or a third party).

The Issuers shall comply with the requirements of Rule 14e-1 under the Exchange Act to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the Issuers comply with the provisions of any such securities laws or regulations, the Issuers shall not be deemed to have breached their obligations under this Section 4.14.

Notwithstanding anything to the contrary in this Section 4.14, the Issuers shall not be required to make a Change of Control Offer upon a Change of Control Event if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 4.14 and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

A Change of Control Offer may be made in advance of a Change of Control Event, and conditioned upon such Change of Control Event occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. The Change of Control Payment Date may be delayed until such time (including more than 60 days after the notice is mailed or delivered, including by electronic transmission) as such Change of Control Event occurs. The Issuers may rescind or amend the Change of Control Offer in the event that the Issuers shall determine that the Change of Control Event will not occur by the Change of Control Payment Date, or by the Change of Control Payment Date as so delayed. A Change of Control Offer made in advance of the Change of Control Event may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of this Indenture.

Future Note Guarantees by Restricted Subsidiaries.

If after the Issue Date, any of BPR’s Domestic Restricted Subsidiaries that is not then an Issuer or a Guarantor becomes a borrower, enters into any guarantee or otherwise incurs any Indebtedness under the Credit Facilities, such Restricted Subsidiary shall, within 60 days after the date of such Guarantee or incurrence of Indebtedness, (a) execute and deliver to the Trustee a supplemental indenture substantially in the form attached to this Indenture pursuant to which such Domestic Restricted Subsidiary will Guarantee the Notes and (b) deliver to the Trustee an Opinion of Counsel that such supplemental indenture above has been duly authorized, executed and delivered and constitutes a legally valid and binding and enforceable obligation (subject to customary qualifications and exceptions).

Each Person that becomes a Guarantor after the Issue Date shall (1) at such time, become a party to the applicable Security Documents and (2) as promptly as practicable thereafter, execute and deliver such security instruments, financing statements, mortgages, deeds of trust and certificates (to the extent, and in substantially the form, delivered on the Issue Date) and take such other actions as may be necessary to vest in the Collateral Agent a first-priority perfected security interest (subject to Permitted Liens) in the properties and assets of such Guarantor that constitute Collateral as security for the Notes or the Note Guarantees and deliver to the Trustee and the Collateral Agent an Opinion of Counsel that such Security Documents are permitted and authorized under this Indenture, have been duly authorized, executed and delivered, the

provisions therein are sufficient to create a security interest in the properties and assets of such Guarantor that constitute Collateral as security for the Notes and the Note Guarantees) and the security interests created have been perfected, and constitute a legally valid and binding enforceable obligation (subject to customary qualifications and exceptions), and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

Designation of Restricted and Unrestricted Subsidiaries.

Suspension of Covenants.

During any period of time following the Issue Date that (i) the Notes have Investment Grade Ratings from both Rating Agencies, and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a “Covenant Suspension Event”), BPR and its Restricted Subsidiaries shall not be subject to the following provisions of this Indenture:

Section 4.07;

Section 4.08;

Section 4.09;

Section 4.11;

Section 4.15; and

Section 5.01(a)(3),

On the Reversion Date, all Indebtedness incurred during the Suspension Period will be classified to have been incurred or issued pursuant to Section 4.08 hereof to the extent such Indebtedness would be permitted to be incurred or issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date. To the extent such Indebtedness would not be so permitted to be incurred or issued pursuant to Section 4.08 hereof, such Indebtedness will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the definition of “Permitted Indebtedness.” Calculations made after the Reversion Date of the amount available to be made as Restricted Payments pursuant to Section 4.07 hereof shall be made as though Section 4.07 had been in effect prior to, but not during, the Suspension Period. For purposes of Section 4.09(c) hereof, the amount of Net Proceeds resulting from Asset Sales shall be reset to zero. On and after each Reversion Date, BPR and its Restricted Subsidiaries shall be permitted to consummate the transactions contemplated by any contract entered into during the Suspension Period (and not in contemplation of the Reversion Date), so long as such contract and such consummation would have been permitted during such Suspension Period.

BPR shall deliver to the Trustee an Officers’ Certificate notifying the Trustee of any Covenant Suspension Event or the commencement of any Suspension Period and certifying that such suspension complied with the foregoing provisions. In the absence of such notice, the Trustee shall assume the Suspended Covenants apply and are in full force and effect. BPR shall deliver to the Trustee an Officers’ Certificate notifying the Trustee of any occurrence of a Reversion Date. After any such notice of the occurrence of a Reversion Date, the Trustee shall assume the Suspended Covenants apply and are in full force and effect.

Merger, Consolidation and Sale of Assets.

BPR shall not, directly or indirectly, (i) consolidate or merge with another Person (whether or not BPR is the surviving entity) or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties and assets or BPR and its Restricted Subsidiaries, taken as a

whole, in one or more related transactions, to another Person (including pursuant to a Delaware LLC Division), unless:

either BPR is the survivor, or if BPR is not the survivor, the survivor shall expressly assume the obligations of BPR under the Note Documents;

no Event of Default shall occur immediately after giving effect to such transaction; and

on a Pro Forma Basis after giving effect to such transaction and any related financing transaction as if such transactions had occurred at the beginning of the applicable four quarter period, the Fixed Charge Coverage Ratio would have been (i) at least (a) 1.35 to 1.00 (for each fiscal quarter beginning with the fiscal quarter ending December 31, 2018 through the fiscal quarter ending September 30, 2019) or (b) 1.50 to 1.00 (for the fiscal quarter ending December 31, 2019 and each fiscal quarter thereafter) or (ii) equal to or greater than the Fixed Charge Coverage Ratio immediately prior to such transaction.

Notwithstanding the above, BPR (i) may consolidate or merge with or into an Affiliate of BPR that is incorporated solely for the purposes of reincorporating BPR in another state of the United States or the District of Columbia so long as the amount of Indebtedness of BPR and its Restricted Subsidiaries is not increased thereby and (ii) may be converted into, or reorganized or reconstituted as (A) a corporation in another state of the United States or the District of Columbia or (B) a limited liability company or limited partnership in another state of the United States or the District of Columbia that has a Restricted Subsidiary that is a corporation organized under the laws of any state of the United States or the District of Columbia which, concurrently with the consummation of such conversion, reorganization or reconstitution, becomes a co-issuer of the Notes pursuant to a supplemental indenture reasonably satisfactory to the Trustee.

Subject to Section 10.06(1) and (2) hereof, none of the Issuers (other than BPR) or any Guarantor shall, directly or indirectly, (i) consolidate or merge with another Person (whether or not such Issuer or Guarantor is the surviving entity) or (ii) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to another Person (including, in the case of each of the foregoing clauses, pursuant to a Delaware LLC Division), unless:

no Event of Default shall occur immediately after giving effect to such transaction; and

either:

such Issuer or Guarantor is the survivor, or if such Issuer or Guarantor is not the survivor, the survivor shall expressly assume the obligations of such Issuer or Guarantor under the Note Documents (or in the case of a Delaware LLC Division, any survivor shall expressly assume the obligations of such Issuer or Guarantor); provided if such transaction involves a Specified Subsidiary, such Specified Subsidiary shall be the survivor; or

the transaction is made in compliance with the provisions of Section 4.09 hereof.

Notwithstanding the above, the provisions of this Section 5.01 will not apply to (1) any consolidation or merger between any Issuer or Guarantor, on the one hand, and any Issuer or Guarantor, on the other hand, or (2) any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties and assets of any Issuer or Guarantor, on the one hand, to any Issuer or Guarantor, on the other hand (including pursuant to a Delaware LLC Division). In addition, any Issuer or Guarantor (other than BPR) (i) may consolidate or merge with or into an Affiliate that is incorporated solely for the purpose of reincorporating such Issuer

or Guarantor in another state of the United States or the District of Columbia so long as the amount of Indebtedness of such Issuer or Guarantor is not increased thereby and (ii) may convert into a Person organized or existing under the laws of a jurisdiction in the United States.

In case of any such consolidation, merger, sale or conveyance, and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Guarantee of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Guarantees of the Notes issuable hereunder which theretofore shall not have been signed by the Issuers and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof.

Successor Corporation Substituted.

Events of Default.

the failure to pay interest on the Notes when the same becomes due and payable if the default continues for a period of 30 days;

the failure to pay the principal on the Notes, when such principal becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Subject Disposition Offer on the date specified for such payment in the applicable offer to purchase);

a default in the observance or performance of any other covenant or agreement contained in this Indenture which default continues for a period of 60 days (or 180 days in the case of Section 4.03 hereof) after BPR receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 30% of the outstanding principal amount of the Notes;

the failure to pay at final stated maturity the principal amount of any Recourse Indebtedness by any of the Issuers or Guarantors, or the acceleration of the final stated maturity of any Recourse Indebtedness by the lenders or holders thereof, if the aggregate principal amount of such Recourse Indebtedness (or, in the case of any Derivatives Contract, the Derivatives Termination Value), together with the principal amount of any

other such Recourse Indebtedness (for the avoidance of doubt, only as to the portion of such Indebtedness that is resource to an Issuer or a Guarantor) in default for failure to pay principal at final maturity or which has been accelerated, aggregates $250.0 million or more at any time (in each case excluding such defaults solely relating to any Specified Property or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Equity Interests of a Person all or substantially all of whose assets comprise any Specified Property);

other than with respect to Nonrecourse Indebtedness, one or more judgments in an aggregate amount for which an insurer has denied coverage in excess of $250.0 million shall have been entered against any Issuer, Guarantor or any Material Subsidiary that is a Restricted Subsidiary (other than judgments solely relating to the Specified Properties or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Equity Interests of a Person all or substantially all of whose assets comprise any Specified Property) and such judgments remain undischarged or unpaid for a period of 60 days after such judgments become final and nonappealable;

a case or other proceeding shall be commenced against BPR or any of its Material Subsidiaries that are Restricted Subsidiaries (other than any Specified Property or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Equity Interests of a Person all or substantially all of whose assets comprise any Specified Property) in any court of competent jurisdiction seeking:

relief under Bankruptcy Law or under any other Requirements of Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts and such case or proceeding shall continue undismissed or unstayed for a period of 60 consecutive days; or

the appointment of a trustee, receiver, custodian, liquidator or similar official of such Person, or of all or any substantial part of the assets, domestic or foreign, of such Person, and such appointment shall continue for 90 consecutive days;

BPR or any of its Material Subsidiaries that are Restricted Subsidiaries (other than any Specified Property or any Subsidiary or Subsidiaries all or substantially all of whose assets comprise Specified Properties or Equity Interests of a Person all or substantially all of whose assets comprise any Specified Property) shall:

commence a voluntary case under Bankruptcy Law;

file a petition seeking to take advantage of any other Requirements of Law, domestic or foreign, relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts;

consent to any petition filed against it in an involuntary case under such Bankruptcy Laws or other Requirements of Law or consent to any proceeding or action described in clause (6) above;

apply for or consent to the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of itself or of a substantial part of its property, domestic or foreign;

make a general assignment for the benefit of creditors; or

be generally unable, or fail, or shall admit in writing its inability, to pay its debts as such debts become due;

except as permitted by this Indenture, any Note Guarantee is held in any judicial proceeding to be unenforceable or invalid or ceases for any reason to be in full force and effect, or any Guarantor, or any Person acting on behalf of any Guarantor, denies or disaffirms its Obligations under its Note Guarantee;

with respect to any Collateral having a Fair Market Value in excess of $250.0 million, individually or in the aggregate, unless such Collateral has been or is permitted to be released from the Liens in accordance with the provisions of the Security Documents, (a) the security interest with respect to such Collateral under any Security Document shall fail to be in full force and effect, for any reason, and such failure should continue for 60 days or (b) the assertion by BPR or any Guarantor, in any pleading in any court of competent jurisdiction, that any security interest with respect to such Collateral under any Security Documents is invalid or unenforceable; or

a default in the observance or performance of any covenant or agreement contained in the Parent Agreement which default continues for a period of 60 days after BPR or the Parent receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 30% of the outstanding principal amount of the Notes.

Acceleration.

Other Remedies.

Waiver of Past Defaults.

Control by Majority.

Limitation on Suits.

the Holder gives to the Trustee written notice of a continuing Event of Default;

the Holders of at least 30% in principal amount of the then-outstanding Notes make a written request to the Trustee to pursue the remedy;

such Holder or Holders offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and

during such 60-day period, the Holders of a majority in principal amount of the then-outstanding Notes do not give the Trustee a direction inconsistent with the request.

Rights of Holders of Notes to Receive Payment.

Collection Suit by Trustee.

Trustee May File Proofs of Claim.

Priorities.

Undertaking for Costs.

Duties of Trustee.

If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

Except during the continuance of an Event of Default:

the duties of the Trustee shall be determined solely by the express provisions of this Indenture, and the Trustee need perform only those duties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in the case of certificates or opinions which are specifically provided for by any provision herein to be provided to it, the Trustee shall examine the certificates and opinions which are specifically required to be delivered to the Trustee by any provision of this Indenture to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act or its own willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision), except that:

this paragraph does not limit the effect of paragraphs (b) or (e) of this Section 7.01;

the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof.

Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), (c), (e) and (f) of this Section 7.01.

No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture, the Security Documents, the Parent Agreement or the Intercreditor Agreement at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Issuers. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Rights of Trustee.

The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document.

Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee may consult with counsel of its selection, and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture, the Security Documents or the Intercreditor Agreement.

Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Issuers shall be sufficient if signed by an Officer of the Issuers.

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture, the Security Documents, the Parent Agreement or the Intercreditor Agreement at the request, order or direction of any of the Holders, unless such Holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.

The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of Indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Issuers, personally or by agent or attorney at the sole cost of the Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder.

The permissive right of the Trustee to take or refrain from taking any actions enumerated in this Indenture shall not be construed as a duty.

The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunctions of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authority and governmental action.

Anything in this Indenture notwithstanding, in no event shall the Trustee be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to loss of profit), even if the Trustee has been advised as to the likelihood of such loss or damage and regardless of the form of action.

The Trustee may request that the Issuers deliver a certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture.

By accepting a Note, each Holder will be deemed to have irrevocably authorized the Trustee to execute and deliver each document to be executed by the Trustee on its behalf, including the Intercreditor Agreement and the Parent Agreement, and to perform the duties and exercise the rights and powers that are specifically given to it under such documents to which it is a party, together with any other incidental rights and powers.

Individual Rights of Trustee.

Trustee’s Disclaimer.

Notice of Defaults.

The Trustee shall not be deemed to have notice of any Default or Event of Default unless written notice of such a Default or Event of Default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Notes and this Indenture.

Within 90 days after the occurrence of a Default or an Event of Default, the Trustee shall mail (or otherwise transmit in accordance with the applicable procedures of DTC) to Holders, as their names and addresses appear in the security register for the Notes, a notice of the Default or Event of Default known to the Trustee, unless such Default or Event of Default shall have been cured or waived. Except in the case of a Default or Event of Default in payment of principal of, premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders.

Reports by Trustee to Holders of the Notes.

Compensation and Indemnity.

Replacement of Trustee.

the Trustee fails to comply with Section 7.10 hereof,

the Trustee is adjudged bankrupt or insolvent, or an order for relief is entered with respect to the Trustee under any Bankruptcy Law;

a custodian or public officer takes charge of the Trustee or its property; or

the Trustee becomes incapable of acting.

Successor Trustee by Merger, etc.

Eligibility; Disqualification.

Preferential Collection of Claims Against the Issuers.

Option to Effect Legal Defeasance or Covenant Defeasance.

Legal Defeasance and Discharge.

Covenant Defeasance.

Conditions to Legal or Covenant Defeasance.

the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay the principal of, premium, if any, and interest on, the

Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

in the case of an election under Section 8.02 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee confirming that (A) the Issuers have received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

in the case of an election under Section 8.03 hereof, the Issuers shall have delivered to the Trustee an Opinion of Counsel in the United States of America reasonably acceptable to the Trustee (which may be counsel to BPR) confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which an Issuer or any Guarantor is a party or by which an Issuer or any Guarantor is bound;

such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, this Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowing) or any other material agreement or instrument to which BPR or any of its Subsidiaries is a party or by which BPR or any of its Subsidiaries is bound;

the Issuers shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Issuers with the intent of preferring the Holders over any other creditors of the Issuers or others or with the intent of defeating, hindering, delaying or defrauding any other creditors of the Issuers or others;

the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for, or relating to, the Legal Defeasance or the Covenant Defeasance have been complied with; and

the Issuers shall have paid, or duly provided for payment of, all amounts then due to the Trustee pursuant to Section 7.07 hereof.

Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Satisfaction and Discharge.

Repayment to the Issuers.

Reinstatement.

REIT Compliance.

Survival.

Without Consent of Holders of Notes.

cure any ambiguity, defect or inconsistency;

provide for uncertificated notes in addition to, or in place of, certificated notes or to alter the provisions of Article 2 hereof relating to the form of the Notes (including the related definitions) in a manner that does not materially adversely affect the legal rights of any Holder;

provide for the assumption of an Issuer’s or a Guarantor’s obligations to the holders by a successor to an Issuer or a Guarantor pursuant to Article 5 or Article 10 hereof;

make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights hereunder of any Holder;

provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture;

allow any Guarantor to execute a supplemental indenture, a joinder to any Security Document and/or a Note Guarantee with respect to the Notes; provided that any such supplemental indenture, joinder and/or Note Guarantee need only be executed by such Guarantor;

provide for the issuance of exchange notes or private exchange notes in exchange for the Notes;

conform the text of any Note Document to any provision of the Description of Notes to the extent that such provision in the Description of Notes was intended to be a verbatim recitation of a provision of a Note Document;

evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee hereunder pursuant to the requirements hereof;

add assets to the Collateral or release Collateral from any Lien as permitted under this Indenture;

mortgage, pledge, hypothecate or grant any other Lien in favor of the Trustee for the benefit of the Holders;

provide extensions with respect to timing for, or modifications to the ministerial or administrative requirements for granting Liens, to the extent not prohibited under the Security Documents;

enter into intercreditor arrangements with respect to the Secured Debt regarding the Collateral;

provide for the succession of any parties to the Security Documents (and other amendments that are administrative or ministerial in nature) in connection with an amendment, renewal, extensions, substitution, refinancing, restructuring, replacement, supplementing or other modification to the Credit Facilities or other Secured Debt; or

if any amendments have been made to the Credit Facilities with the consent of the Credit Agreement Administrative Agent (and not including any amendments that were obtained with the consent or waiver of the lenders thereunder) pursuant to Section 1.04 thereof as in effect on the Issue Date (which provides for certain amendments to be made to the Credit Facilities following a change in GAAP or in the application thereof, a change in the functional currency reflected in the financial statements of BPR and its Restricted Subsidiaries or an election by, or requirement that, BPR and its Restricted Subsidiaries report under IFRS), provide for corresponding amendments to be made to this Indenture.

With Consent of Holders of Notes.

reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

reduce the rate of or change or have the effect of changing the time for payment of interest, including defaulted interest, on any Notes;

reduce the principal of or change or have the effect of changing the fixed maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;

make any Notes payable in money other than that stated in such Notes;

make any change in the provisions of this Indenture protecting the right of each Holder to receive payment of principal of and interest on the Notes on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

after the Issuers’ obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Issuers to make and consummate a Change of Control Offer in the event of a Change of Control Event or modify any of the provisions or definitions with respect thereto after a Change of Control Event has occurred; or

modify or change any provision of this Indenture or the related definitions affecting the subordination or ranking of the Notes in a manner which adversely affects the Holders.

Revocation and Effect of Consents.

Notation on, or Exchange of, Notes.

Trustee to Sign Amendments, etc.

Note Guarantees.

Limitation on Liability.

Successors and Assigns.

No Waiver.

Modification.

Release of Guarantor.

in connection with any sale, transfer or other disposition of all or substantially all the assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) BPR or a Restricted Subsidiary of BPR, if the sale or other disposition does not violate the provisions of Section 5.01 hereof;

in connection with any sale or other disposition of Equity Interests of such Guarantor, after which such Guarantor is no longer a Subsidiary of BPR, to a Person that is not (either before or after giving effect to such transaction) BPR or a Restricted Subsidiary of BPR, if the sale or other disposition does not violate the provisions of Sections 4.09 and 5.01 hereof;

if BPR designates such Guarantor to be an Unrestricted Subsidiary pursuant to the terms of this Indenture;

upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as described under Article 8 hereof;

upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default has occurred and is continuing;

upon the full and final payment of the Notes and performance of all Obligations of the Issuer and the Guarantors under the Note Documents;

upon the consolidation or merger of such Guarantor with and into any Issuer or another Guarantor (provided that such Issuer or other Guarantor is the surviving Person in such consolidation or merger) or upon the liquidation of such Guarantor following the transfer of all of its assets to the Issuer or another Guarantor;

upon the release or discharge of the Guarantee by such Guarantor of the Credit Facilities except if such release or discharge is by or as a result of payment by such Guarantor under such Guarantee; or

as described under Article 9 hereof.

Contribution.

Notices.

Certificate and Opinion as to Conditions Precedent.

an Officers’ Certificate (which shall include the statements set forth in Section 11.03 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

an Opinion of Counsel (which shall include the statements set forth in Section 11.03 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with.

Statements Required in Certificate or Opinion.

a statement that the Person making such certificate or opinion has read such covenant or condition;

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

a statement that, in the opinion of such Person, he or she has, or they have made, such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been satisfied; and

a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied.

Rules by Trustee and Agents.

No Personal Liability of Directors, Officers, Employees and Stockholders.

Governing Law.

No Adverse Interpretation of Other Agreements.

Successors.

Severability.

Counterpart Originals.

Table of Contents, Headings, etc.

Waiver of Trial by Jury.

Agreement to Provide Certain Tax-Related Information to the Trustee.

Submission to Jurisdiction.

Intercreditor Agreement Controls.

The Collateral Agent.

By accepting a Note, each Holder will be deemed to have irrevocably appointed the Collateral Agent to act as collateral agent under the applicable Security Documents and irrevocably authorized the Collateral Agent to (i) perform the duties and exercise the rights and powers that are specifically given to it under the Security Documents or other documents to which it is a party, together with any other incidental rights and powers, and (ii) execute each document to be executed by the Collateral Agent on its behalf, including the Intercreditor Agreement or any other intercreditor agreements with future holders or agents of Indebtedness of the Issuers and the Guarantors (collectively, for purposes of this Article 12, the “Intercreditor Agreements”), any Security Documents and all other instruments relating to the Security Documents. The Holders may not, individually or collectively, take any direct action to enforce the Security Documents. The Collateral Agent will have no duties or obligations with respect to the Collateral except those expressly set forth hereunder or in the applicable Security Documents or the Intercreditor Agreements and no implied covenants or obligations shall be read into such documents against the Collateral Agent. The Collateral Agent will not be liable for any action taken or not taken by it in the absence of its own gross negligence, willful misconduct or bad faith (as determined by a court of competent jurisdiction in a final and non-appealable decision). The Collateral Agent will be entitled to rely upon, and will not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it in good faith to be genuine and to have been signed or sent by the proper person. The Collateral Agent may consult with legal counsel (who may be counsel for the Issuers), independent accountants and other experts selected by it, and will not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Without limiting the generality of the foregoing, the Collateral Agent:

shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and is continuing;

shall not have any duty to take any discretionary action or exercise any discretionary powers and shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to any Security Document, the Intercreditor Agreements or applicable law;

shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Issuers or any of their Affiliates that is communicated to or obtained by the Person serving as a Collateral Agent or any of its Affiliates in any capacity;

shall not be liable for any action taken or not taken by it (i) with the consent or at the request of any Applicable Authorized Representative (as defined in the Intercreditor Agreement) or (ii) in the absence of its own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) or (iii) in reliance on an Officers’ Certificate of the Issuers stating that such action is permitted by the terms of the Intercreditor Agreements. The Collateral Agent shall be deemed not to have knowledge of any Event of Default hereunder or under any series of First Lien Obligations unless and until written notice describing such Event of Default is

received by such Collateral Agent from the representative of such First Lien Obligations or the Issuers; and

shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with the Intercreditor Agreements or any Security Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of the Intercreditor Agreements, any other Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by any Security Document, (v) the existence, value or the sufficiency of any Collateral for any series of First Lien Obligations, or (vi) the satisfaction of any condition set forth in any operative agreements governing First Lien Obligations or any Security Document, other than to confirm receipt of items expressly required to be delivered to such Collateral Agent.

Without limiting the Intercreditor Agreements, the Collateral Agent shall be subject to such directions as may be properly given in accordance with this Indenture, the Intercreditor Agreements and the Security Documents. Except as expressly required by this Indenture, the Intercreditor Agreements and the Security Documents, and in each case subject to the Intercreditor Agreements, the Collateral Agent shall not be obligated:

to act upon directions purported to be delivered to it by any other Person;

to foreclose upon or otherwise enforce any Lien securing the Notes or any of the Guarantees; or

to take any other action whatsoever with regard to any or all of (x) the Liens securing the Notes, (y) the Guarantees or (z) the Security Documents, or with regard to the Collateral.

The Collateral Agent may perform any and all of its duties and exercise its rights and powers by or through, and is authorized and empowered to appoint, one or more co-agents or sub-agents or attorneys-in-fact as it deems necessary or appropriate in connection herewith and shall not be liable for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith.

Subject to the appointment and acceptance of a successor Collateral Agent as provided below, the Collateral Agent may resign at any time by notifying the Issuers and the Trustee. Upon any such resignation, the Issuers shall have the right to appoint a successor; provided that, during the existence and continuation of an Event of Default pursuant to clause Section 6.01(1), (2), (6) or (7) hereof, the Holders of a majority in principal amount of the Notes shall have the right to appoint a successor. If no successor shall have been so appointed by the Issuers (or, if applicable, the Holders of a majority in principal amount of the Notes) and shall have accepted such appointment within 30 days after the retiring Collateral Agent gives notice of its resignation, then

such retiring Collateral Agent may, on behalf of the Holders and the Trustee, petition at the expense of the Issuers a court of competent jurisdiction to appoint a successor Collateral Agent. Upon the acceptance of its appointment as a Collateral Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Collateral Agent, and the retiring Collateral Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Issuers to a successor Collateral Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Issuers and such successor. After a Collateral Agent’s resignation hereunder, the provisions of this Article 12 and Article 7 hereof shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while acting as Collateral Agent.

The benefits, protections and indemnities of the Trustee in Sections 7.02, 7.03 and 7.07 hereof shall apply mutatis mutandi to the Collateral Agent in its capacity as such, including, without limitation, the rights to receive and rely on Officers’ Certificates and Opinions of Counsel, reimbursement and indemnification; provided that the applicable standard of care of the Collateral Agent with respect to Sections 7.02, 7.03 and 7.07 hereof shall be gross negligence and willful misconduct.

Each Holder, by its acceptance of any Notes, is deemed to have consented and agreed to the terms of each Security Document, as originally in effect and as amended, supplemented or replaced from time to time in accordance with its terms or the terms of this Indenture; and authorizes and empowers the Trustee and (through the Intercreditor Agreement) each Applicable Authorized Representative and Applicable Collateral Agent (each as defined in the Intercreditor Agreement) to bind the Holders and other holders of First Lien Obligations as set forth in the applicable Security Documents and Intercreditor Agreements to which they are a party and to perform its obligations and exercise its rights and powers thereunder. Notwithstanding the foregoing, no such consent or deemed consent shall be deemed or construed to represent an amendment or waiver, in whole or in part, of any provision of this Indenture or the Notes.

Neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens in any of the Collateral, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers or any Grantor to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

Beyond the exercise of reasonable care in the custody thereof, neither the Trustee nor the Collateral Agent shall have any duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and neither the Trustee nor the Collateral Agent shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Each of the Trustee and the Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Trustee or the Collateral Agent in good faith.

Neither the Trustee nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral or for the validity, perfection, priority or enforceability of the Liens

in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, for the validity or sufficiency of the Collateral or any agreement or assignment contained therein, for the validity of the title of the Issuers to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Trustee and the Collateral Agent shall have no duty to ascertain or inquire as to the performance or observance of any of the terms of this Indenture, the Intercreditor Agreement or the Security Documents by the Issuers, the Guarantors or the Credit Agreement Collateral Agent.

Notwithstanding any other provision hereof, neither the Collateral Agent nor the Trustee shall have any duties or obligations hereunder or under the Intercreditor Agreement or any Security Document except those expressly set forth herein or therein. Without limiting the generality of the foregoing, in the event that the Collateral Agent or the Trustee is required to acquire title to an asset for any reason, or take any managerial action of any kind in regard thereto, in order to carry out any fiduciary or trust obligation for the benefit of another, which in the Collateral Agent’s or the Trustee’s sole discretion may cause it to be considered an “owner or operator” under the provisions of the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), 42 U.S.C. §9601, et seq., or otherwise cause it to incur liability under CERCLA or any other federal, state or local law, the Collateral Agent and the Trustee each reserve the right, instead of taking such action, to either resign or arrange for the transfer of the title or control of the asset to a court-appointed receiver. Neither the Collateral Agent nor the Trustee shall be liable to any person for any environmental claims or contribution actions under any federal, state or local law, rule or regulation by reason of the Collateral Agent’s actions and conduct as authorized, empowered and directed hereunder or relating to the discharge, release or threatened release of hazardous materials into the environment. If at any time it is necessary or advisable for the Collateral to be possessed, owned, operated or managed by any person other than the Grantor, the majority of the Holders shall direct the Collateral Agent or Trustee, as applicable, to appoint an appropriately qualified person who they shall designate to possess, own, operate or manage, as the case may be, the Collateral.

For the avoidance of doubt, the Trustee and the Collateral Agent shall act only within the United States, and shall not be subject to any foreign law, be required to act in any jurisdiction located outside the United States or be required to execute any foreign law governed document.

Acceptance of Security Documents.

Further Assurances.

Release of Liens.

with respect to any Collateral, in accordance with the terms of the Intercreditor Agreement;

in connection with any sale, assignment, transfer, conveyance or other disposition of any such properties or assets to a Person that is not (either before or after giving effect to such transaction) BPR or a Restricted Subsidiary of BPR, if the sale or other disposition does not violate the provisions of Sections 4.09 and 5.01 hereof;

in the case of a Guarantor that is released from its Note Guarantee pursuant to the terms of this Indenture, the release of the property or assets, and Equity Interests, of such Guarantor;