Exhibit 4.2


  


 


THIRD SUPPLEMENTAL INDENTURE


 


among


 


DIVERSIFIED HEALTHCARE TRUST






THE SUBSIDIARY GUARANTORS NAMED HEREIN


 


and


 


U.S. BANK NATIONAL ASSOCIATION,


as Trustee


 


Dated as of June 2, 2020


 


SUPPLEMENTAL TO THE INDENTURE DATED AS OF
FEBRUARY 18, 2016


 





 



 


DIVERSIFIED HEALTHCARE TRUST


 


9.750% Senior Notes due 2025


 





 



 


 


 



     


     


    

 


This THIRD SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”) dated as of June 2, 2020 among Diversified Healthcare Trust (formerly
known as Senior Housing Properties Trust), a real estate investment trust organized and existing under the laws of the State of
Maryland (the “Company”) having its principal office at Two Newton Place, 255 Washington Street, Suite 300,
Newton, Massachusetts 02458, the other entities (other than the Trustee (as defined below)) listed on the signature pages hereto
(the “Initial Subsidiary Guarantors”) and U.S. Bank National Association, a national banking organization organized
and existing under the laws of the United States, as Trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


The Company (then known
as Senior Housing Properties Trust) and the Trustee are parties to an Indenture, dated as of February 18, 2016 (as from time to
time hereafter amended, supplemented or otherwise modified in so far as applies to the Notes (as defined herein), the “Base
Indenture” and, together with this Supplemental Indenture, as amended, supplemented or otherwise modified from time to
time, the “Indenture”) to provide for the future issuance of the Company’s senior unsecured debentures,
notes or other evidences of indebtedness (the “Securities”) to be issued from time to time in one or more series,
including any such Securities that may have the benefit of guarantees; and


 


Pursuant to the terms
of the Base Indenture, the Company desires to provide for the establishment of a series of its Securities, to be known as its 9.750%
Senior Notes due 2025, the form and substance of such Securities and the terms, provisions and conditions thereof, including the
guarantees thereof by the Subsidiary Guarantors (as defined herein), to be set forth as provided in the Indenture;


 


NOW, THEREFORE, THIS
SUPPLEMENTAL INDENTURE WITNESSETH:


 


ARTICLE
1



DEFINED TERMS


 


Section
1.1            Terms Defined
in Indenture. Capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Base Indenture.


 


Section
1.2            Supplemental
Definitions. The following definitions supplement, and, to the extent inconsistent with, replace the definitions in Section 101
of the Base Indenture:


 


“Acquired
Debt” means Debt of a Person (i) existing at the time such Person becomes a Subsidiary or (ii) assumed in connection
with the acquisition of assets from such Person, in each case, other than Debt incurred in connection with, or in contemplation
of, such Person becoming a Subsidiary or such acquisition. Acquired Debt shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary.


 


“Adjusted
Total Assets” has the meaning provided in clause (i) of Section 3.1(a) of this Supplemental Indenture.


 



     


     


    

 


“Annual Debt
Service” as of any date means the maximum amount which is expensed in any 12-month period for interest on Debt of the
Company and its Subsidiaries, excluding amortization of debt discounts and deferred financing costs.


 


“Business
Day” means any day other than a Saturday or Sunday or a day on which banking institutions in The City of New York or
in the city in which the Corporate Trust Office is located are required or authorized to close.


 


“Capital Stock”
means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participation or other ownership
interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for capital
stock), warrants or options to purchase any thereof.


 


“Cash Equivalents”
means demand deposits, certificates of deposit or repurchase agreements with banks or other financial institutions, marketable
obligations issued or directly and fully guaranteed as to timely payment by the United States of America or any of its agencies
or instrumentalities, or any commercial paper or other obligation rated, at time of purchase, “P-2” (or its equivalent)
or better by Moody’s or “A-2” (or its equivalent) or better by Standard & Poor’s.


 


“Change of
Control” means the occurrence of one or more of the following events:


 


(i)              
any direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation),
in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Subsidiaries
taken as a whole to any “person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of the
Exchange Act), other than the Company or any of its Subsidiaries or one or more Permitted Holders;


 


(ii)            
a “person” or “group” (as such terms are defined in Sections 13(d) and 14(d) of the Exchange
Act), other than one or more Permitted Holders, becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act, except that such person or group will be deemed to have “beneficial ownership” of all securities
that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of
time) of more than 50% of the total voting power of the Voting Stock of the Company on a fully diluted basis;


 


(iii)           
the approval by the holders of common shares of beneficial interest of the Company of any plan or proposal for the
liquidation or dissolution of the Company; or


 


(iv)           
RMR or any of its subsidiaries ceases for any reason to act as the sole business manager for the Company.


 



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Notwithstanding
the foregoing, a transaction will not be deemed to involve a Change of Control solely as a result of the Company becoming a
direct or indirect wholly owned subsidiary of a holding company if (A) the direct or indirect holders of the Voting Stock of
such holding company immediately following that transaction are substantially the same as the holders of the Company’s
Voting Stock immediately prior to that transaction or (B) immediately following that transaction, no “person” or
 “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but other than a holding company
satisfying the requirements of this sentence), other than one or more Permitted Holders, is the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of Voting Stock representing more than 50% of the voting power
of the Voting Stock of such holding company.


 


“Consolidated
Income Available for Debt Service” for any period means Earnings from Operations of the Company and its Subsidiaries
plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): (i) interest
or distributions on Debt of the Company and its Subsidiaries, (ii) provision for taxes of the Company and its Subsidiaries based
on income, (iii) amortization of debt premiums/discounts and deferred debt issuance costs, (iv) provisions for gains and losses
on properties and property depreciation and amortization, (v) the effect of any noncash charge resulting from a change in accounting
principles in determining Earnings from Operations for such period and (vi) amortization of deferred charges.


 


“Debt”
of the Company or any Subsidiary means, without duplication, any indebtedness of the Company or any Subsidiary, whether or not
contingent, in respect of:


 


(i)              
borrowed money or evidenced by bonds, notes, debentures or similar instruments;


 


(ii)             
borrowed money secured by any Encumbrance existing on property owned by the Company or any Subsidiary, to the extent
of the lesser of (x) the amount of indebtedness so secured or (y) the fair market value of the property subject to such Encumbrance;


 


(iii)            
the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued
(other than letters of credit issued to provide credit enhancement or support with respect to other indebtedness of the Company
or any Subsidiary otherwise reflected as Debt hereunder) or amounts representing the balance deferred and unpaid of the purchase
price of any property or services, except any such balance that constitutes an accrued expense or trade payable, or all conditional
sale obligations or obligations under any title retention agreement;


 


(iv)           
the principal amount of all obligations of the Company or any Subsidiary with respect to redemption, repayment or
other repurchase of any Disqualified Stock; or


 


(v)            
any lease of property by the Company or any Subsidiary as lessee which is reflected on the Company’s consolidated
balance sheet as a capitalized lease in accordance with generally accepted accounting principles,


 



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to the extent, in
the case of items of indebtedness under (i) through (v) above, that any such items (other than letters of credit) would be
properly classified as a liability on the Company’s consolidated balance sheet in accordance with generally accepted
accounting principles. Debt also (1) excludes any indebtedness (A) with respect to which a defeasance or covenant defeasance
or discharge has been effected (or an irrevocable deposit is made with a trustee in an amount at least equal to the
outstanding principal amount of such indebtedness, the remaining scheduled payments of interest thereon to, but not
including, the applicable maturity date or redemption date, and any premium or otherwise as provided in the terms of such
indebtedness) in accordance with the terms thereof or which has been repurchased, retired, repaid, redeemed, irrevocably
called for redemption (and an irrevocable deposit is made with a trustee in an amount at least equal to the outstanding
principal amount of such indebtedness, the remaining scheduled payments of interest thereon to, but not including, such
redemption date, and any premium) or otherwise satisfied or (B) that is secured by cash or Cash Equivalents irrevocably
deposited with a trustee in an amount, in the case of this clause (B), at least equal to the outstanding principal amount of
such indebtedness and the remaining scheduled payments of interest thereon and (2) includes, to the extent not otherwise
included, any obligation by the Company or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise
(other than for purposes of collection in the ordinary course of business), Debt of another Person (other than the Company or
any Subsidiary) (it being understood that Debt shall be deemed to be incurred by the Company or any Subsidiary whenever the
Company or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof).


 


“Depositary”
has the meaning provided in Section 2.1(d) of this Supplemental Indenture.


 


“Disqualified
Stock” means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or
by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of
any event or otherwise (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than
Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt),
(ii) is convertible into or exchangeable or exercisable for Debt, other than Subordinated Debt, or Disqualified Stock, or (iii)
is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in
exchange for Capital Stock which is not Disqualified Stock or for Subordinated Debt), in each case on or prior to the Stated Maturity
of the principal of the Notes.


 


“Domestic
Subsidiary” means any Subsidiary of the Company that was organized under the laws of the United States or any state of
the United States or the District of Columbia (excluding, for the avoidance of doubt, any Subsidiary organized under U.S. possessions
such as Puerto Rico).


 


“Earnings
from Operations” for any period means net earnings excluding gains and losses on sales of investments, gains or losses
on early extinguishment of debt, extraordinary items and property valuation losses, in each case as reflected in the financial
statements of the Company and its Subsidiaries for such period, determined on a consolidated basis in accordance with generally
accepted accounting principles.


 


“Encumbrance”
means any mortgage, lien, charge, pledge, security interest or other encumbrance of any kind.


 






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“Equity Offering”
means an offering for cash by the Company of its common shares of beneficial interest, or options, warrants or rights with respect
to its common shares, other than public offerings with respect to the Company’s common shares, or options, warrants or rights,
registered on Form S-4 or S-8 or any successors thereto.


 


“Excluded
Subsidiary” means any Subsidiary of the Company (i) that is not a Wholly Owned Subsidiary or that holds no material assets
other than the Capital Stock of one or more Subsidiaries that are not Wholly Owned Subsidiaries or (ii)(a) holding title to or
beneficially owning Properties which are subject to an Encumbrance securing Debt of such Subsidiary, or being a beneficial owner
of a Subsidiary of the Company holding title to or beneficially owning such Properties (but having no material assets other than
such beneficial ownership interests or the Capital Stock of a Subsidiary of the Company having no material assets other than such
beneficial ownership interests) and (b) which (x) is, or is expected to be, prohibited from Guaranteeing the indebtedness of any
other Person pursuant to any document, instrument or agreement evidencing such Secured Debt or (y) is prohibited from Guaranteeing
the indebtedness of any other Person pursuant to a provision of such Subsidiary’s organizational documents which provision
was included in such Subsidiary’s organizational documents as a condition or anticipated condition to the extension of such
Secured Debt; for purposes of this subsection (ii), any Subsidiary which is a lessee under a lease with a Subsidiary which is an
Excluded Subsidiary under subsection (ii) shall also be deemed to be an Excluded Subsidiary. In addition, (i) RSA Healthcare, Inc.,
a Tennessee corporation, a Wholly Owned Subsidiary that does not own any Property or other assets, and (ii) any Subsidiary that
is an “Excluded Subsidiary” as defined under any Existing Credit Agreement shall be deemed to be an Excluded Subsidiary
for purposes of this definition.


 


“Existing
Credit Agreements” means, collectively, (i) that certain Amended and Restated Credit Agreement, dated August 1, 2017,
by and among the Company, Wells Fargo Bank, National Association, as administrative agent, and the lenders and the other parties
thereto, (ii) that certain Amended and Restated Term Loan Agreement, dated August 1, 2017, by and among the Company, Wells Fargo
Bank, National Association, as administrative agent, and the lenders and the other parties thereto, and (iii) and that certain
Term Loan Agreement, dated December 12, 2019, by and among the Company, Wells Fargo Bank, National Association, as administrative
agent, and the lenders and the other parties thereto, in each case, as amended, restated, supplemented, modified, renewed, refunded,
increased, extended, replaced in any manner (whether upon or after termination or otherwise) or refinanced in whole or in part
from time to time.


 


“Foreign Subsidiary”
means (a) any Real Foreign Subsidiary, (b) any Domestic Subsidiary that has no material assets (with the determination of materiality
to be made in good faith by the Company) other than Capital Stock of one or more Real Foreign Subsidiaries, and (c) any Subsidiary
(including any Subsidiary that would otherwise be a Domestic Subsidiary) of the Company that owns any Capital Stock of a Real Foreign
Subsidiary if the provision of a subsidiary guarantee by such Subsidiary could reasonably be expected, in the good faith judgment
of the Company, cause any earnings of such Real Foreign Subsidiary, as determined for U.S. federal income tax purposes, to be treated
as a deemed dividend to such Real Foreign Subsidiary’s United States parent for U.S. federal income tax purposes.


 






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“generally
accepted accounting principles” means generally accepted accounting
principles in the United States of America which were in effect on December 20, 2001.


 


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


 


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


 


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


 


provided, however, that the
term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term
 “Guarantee” used as a verb has a corresponding meaning.


 


“Interest
Payment Date” with respect to the Notes is defined in Section 101 of the Base Indenture and Section 2.1(e)
of this Supplemental Indenture.


 


“Investment
Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s or BBB- (or the equivalent)
by S&P, or if Moody’s or Standard & Poor’s ceases to rate the Notes for reasons outside of the Company’s
control, the equivalent investment grade rating from any other Rating Agency.


 


“Issue Date”
means June 2, 2020.


 


“Joint Venture
Interests” means assets of the Company and its Subsidiaries constituting an equity investment in real estate assets or
other properties, or in an entity holding real estate assets or other properties, jointly owned by the Company and its Subsidiaries,
on the one hand, and one or more other Persons not constituting Affiliates of the Company, on the other hand, excluding any entity
or properties (i) which is a Subsidiary or are properties if the co-ownership thereof (if in a separate entity) would constitute
or would have constituted a Subsidiary, or (ii) to which, at the time of determination, the Company’s manager at such time
or an Affiliate of the Company’s manager at such time provides management services. In no event shall Joint Venture Interests
include equity securities that are part of a class of equity securities that are traded on a national or regional securities exchange
or a recognized over-the-counter market or any investments in debt securities, mortgages or other Debt.


 


“Make-Whole Amount” means,
in connection with any redemption of any Note whose Redemption Price is to be determined by reference to the Make-Whole Amount,
the greater of:


 


(i)                
1.0% of the principal amount of such Note; and


 






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(ii)             
the excess, if any, of (i) the aggregate present value as of the applicable Redemption Date of the Redemption
Price of such Note that would apply if such Note were redeemed on June 15, 2022 (such Redemption Price (expressed as a percentage
of principal amount) being set forth in the table in Section 2.1(g) of this Supplemental Indenture) and the amount of interest
(exclusive of interest accrued to the Redemption Date) that would have been payable in respect of each dollar of principal of such
Note being redeemed if such redemption had been made on June 15, 2022 determined by discounting, on a semiannual basis, such Redemption
Price and interest at the Reinvestment Rate (determined on the third Business Day preceding the date the notice of redemption relating
to such redemption is given) from June 15, 2022 (in the case of such redemption price) and, in the case of interest, from respective
dates on which such interest would have been payable if such redemption had been made on June 15, 2022 over (ii) the aggregate
principal amount of such Note being redeemed.


 


The Make-Whole Amount shall be calculated
by the Company and set forth in an Officer’s Certificate delivered to the Trustee, and the Trustee shall be entitled to rely
on said Officer’s Certificate.


 


“Mid-BBB Investment Grade Rating”
means a rating equal to or higher than Baa2 (or the equivalent) by Moody’s or BBB (or the equivalent) by S&P, or if Moody’s
or Standard & Poor’s ceases to rate the Notes for reasons outside of the Company’s control, the equivalent investment
grade rating from any other Rating Agency.


 


“Moody’s”
means Moody’s Investors Service, Inc., or any successor thereof.


 


“Net Cash
Proceeds” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale net
of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts
or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale
and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions
and any tax sharing arrangements).


 


“Notes”
means the Company’s 9.750% Senior Notes due 2025, issued under this Supplemental Indenture and the Indenture, as amended
or supplemented from time to time.


 


“Permitted
Holder” means (i) RMR or any Person to which RMR or its subsidiaries provide management services, in each case, so long
as one or more Principal Parties together, directly or indirectly, control RMR, (ii) a Principal Party and (iii) any Person, directly
or indirectly, controlled by a Principal Party.


 


“Principal
Party” means the individual who, as of the Issue Date, is the ultimate controlling stockholder of RMR, and his immediate
family members and his and their lineal descendants.


 


“Property”
means any parcel of real property, together with all improvements thereon.


 






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“Rating
Agencies” means (1) each of Moody’s and Standard & Poor’s; and (2) if either Moody’s or
Standard & Poor’s ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons
outside of the Company’s control, a ‘‘nationally recognized statistical rating organization’’
as such term is defined in Section 3(a)(62) of the Exchange Act, selected by the Company as a replacement agency for
Moody’s or Standard & Poor’s, or either of them, as the case may be.


 


“Real Foreign Subsidiary”
means a Subsidiary of the Company that is not a Domestic Subsidiary.


 


“Regular Record
Date” with respect to the Notes is defined in Section 101 of the Base Indenture and Section 2.1(e)
of this Supplemental Indenture.


 


“Reinvestment
Rate” means a rate per annum equal to the sum of 0.50% (fifty one hundredths of one percent) plus the arithmetic mean
of the yields on treasury securities at constant maturity displayed for each of the five most recent days published in the Statistical
Release under the caption “Treasury Constant Maturities” for the maturity (rounded to the nearest month) corresponding
to the remaining life to maturity (which, in the case of maturities corresponding to the principal and interest due on the Notes
at their maturity, shall be deemed to be June 15, 2022), as of the Redemption Date of the principal being redeemed. If no maturity
exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such remaining life
to maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For
purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination
of the Make-Whole Amount shall be used.


 


“RMR”
means The RMR Group Inc. or its successors and assigns.


 


“Secured Debt”
means Debt of the Company or its Subsidiaries secured by an Encumbrance on the property of the Company or its Subsidiaries.


 


“Significant
Subsidiary” means any Subsidiary which is a “significant subsidiary” (within the meaning of Regulation S-X,
promulgated by the Commission under the Securities Act) of the Company.


 


“Standard
 & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business, or any successor thereof.


 


“Statistical
Release” means the statistical release designated “H.15” or any successor publication which is published
daily by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted
to constant maturities or, if such statistical release (or any successor publication) is not published at the time of any determination
under the Indenture, then any publicly available source of similar market data used for this purpose in accordance with customary
market practice which shall be designated by the Company.


 


“Subordinated
Debt” means Debt which by the terms of such Debt is subordinated in right of payment to the principal of and interest
and premium, if any, on the Notes.


 






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“Subsidiary”
means any corporation or other Person of which a majority of (i) the voting power of the voting equity securities or (ii) the outstanding
equity interests of which are owned, directly or indirectly, by the Company or one or more other Subsidiaries of the Company, and
which is required to be consolidated in accordance with generally accepted accounting principles. For the purposes of this definition,
 “voting equity securities” means equity securities having voting power for the election of directors or persons serving
comparable functions as directors, whether at all times or only so long as no senior class of security has such voting power by
reason of any contingency.


 


“Subsidiary Guarantee”
means, individually, any Guarantee of payment of the Notes by a Subsidiary Guarantor pursuant to the terms of Article 6
of this Supplemental Indenture.


 


“Subsidiary
Guarantor” means each Initial Subsidiary Guarantor and any other Subsidiary of the Company that provides a Subsidiary
Guarantee of the Notes in accordance with the Indenture; provided that upon the release or discharge of such Person from
its Subsidiary Guarantee in accordance with the Indenture, such Person ceases to be a Subsidiary Guarantor.


 


“Total Assets”
as of any date means the sum of (i) the Undepreciated Real Estate Assets and (ii) all other assets of the Company and its Subsidiaries
determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles).


 


“Total Unencumbered
Assets” as of any date means the sum of (i) Undepreciated Real Estate Assets not securing any portion of Secured Debt
and (ii) the amount of all other assets of the Company and its Subsidiaries not securing any portion of Secured Debt, in each case
on such date determined on a consolidated basis in accordance with generally accepted accounting principles (but excluding accounts
receivable and intangibles); provided that, in determining Total Unencumbered Assets as a percentage of the aggregate outstanding
principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis for purposes of the covenant
set forth in Section 3.1(b) of this Supplemental Indenture, Joint Venture Interests shall be excluded from Total Unencumbered
Assets to the extent such Joint Venture Interests would otherwise be included therein.


 


“Undepreciated
Real Estate Assets” as of any date means the cost (original cost plus capital improvements) of real estate and associated
tangible personal property used in connection with the real estate assets of the Company and its Subsidiaries on such date, before
depreciation and amortization determined on a consolidated basis in accordance with generally accepted accounting principles.


 


“Unsecured
Debt” means any Debt of the Company or its Subsidiaries which is not Secured Debt.


 


“Voting Stock”
means with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors,
trustees, managers or other voting members of the governing body of such Person.


 


“Wholly Owned
Subsidiary” means any Subsidiary of the Company of which all the outstanding Voting Stock of such Subsidiary (other
than directors’ qualifying shares and other than an immaterial amount of Voting Stock required to be owned by other Persons
pursuant to applicable law or regulation) is owned by the Company and/or one or more Subsidiaries of the Company.


 






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ARTICLE
2



TERMS OF THE NOTES


 


Section
2.1                Terms of the
Notes. Pursuant to Section 301 of the Base Indenture, the Notes shall have the following terms and conditions:


 


(a)              
Title. The Notes shall be in registered form under the Indenture and shall be known as the Company’s
 “9.750% Senior Notes due 2025.”


 


(b)              
Aggregate Principal Amount. Except (i) as provided in this Section and (ii) for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other Notes pursuant to Section 304, 305,
306, 906 or 1107 of the Base Indenture and except for any Notes which, pursuant to Section 303
of the Base Indenture, are deemed never to have been authenticated and delivered hereunder, the Notes will be limited to an aggregate
principal amount of $1,000,000,000, subject to the right of the Company to reopen such series for issuances of additional Notes
(“Additional Notes”) having the same terms and conditions as the Notes issued on the Issue Date except for issue
date, issue price and, if applicable, the first Interest Payment Date thereon and related interest accrual date.


 


(c)              
Form of Notes. The Notes (together with the Trustee’s certificate of authentication) shall be substantially
in the form of Exhibit A hereto, which is hereby incorporated in and made a part of this Supplemental Indenture.


 


(d)              
Registered Securities in Book Entry Form. The Notes shall be initially issued in the form of one or more registered
Global Securities without coupons (each, a “Global Note”) and shall be deposited with, or on behalf of, The
Depository Trust Company (“DTC” and, together with any successor depositary with respect to the Global Notes
appointed under the Indenture, the “Depositary”) and registered in the name of DTC’s nominee, Cede &
Co. Unless and until it is exchanged in whole or in part for the individual Notes represented thereby under the circumstances described
below, a Global Note may not be transferred except as a whole by a Depositary to its nominee, by a nominee of a Depositary to such
Depositary or another nominee of such Depositary, or by a Depositary or its nominee to a successor Depositary or a nominee of such
successor.


 


So long as a Depositary
or its nominee is the Holder of a Global Note, such Depositary or its nominee, as the case may be, will be considered the sole
owner or Holder of the Notes represented by such Global Note for all purposes under the Indenture. Except as provided below, owners
of a beneficial interest in Notes evidenced by a Global Note will not be entitled to have any of the individual Notes represented
by such Global Note registered in their names, will not receive or be entitled to receive physical delivery of any such Notes in
definitive form and will not be considered the owners or Holders thereof under the Indenture for any purpose, including with respect
to giving of any direction, instructions or approvals to the Trustee hereunder.


 






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A Global Note may be
exchanged in whole or in part for individual Notes represented thereby only if (i) the Depositary (A) has notified the Company
that it is unwilling or unable to continue as a depositary for such Global Note or (B) has ceased to be a clearing agency registered
under the Exchange Act, and in either case a successor depositary shall not have been appointed by the Company within 90 days after
such notice is received by the Company or the Company becomes aware of such cessation, respectively, or (ii) there shall have occurred
and be continuing an Event of Default with respect to such Global Note and the Security Registrar has received a written request
from an owner of beneficial interest in such Global Note to receive registered Notes. In any such case, the Company will issue
individual Notes in exchange for such Global Note representing such Notes in authorized denominations.


 


Notwithstanding any provisions
of Section 2.1(e) or Section 2.1(f) of this Supplemental Indenture to the contrary, payments of principal, premium,
if any, and interest on any Global Note shall be made in accordance with the procedures of the Depositary and its participants
in effect from time to time.


 


(e)              
Interest and Interest Rate. The Notes will bear interest at a rate of 9.750% per annum, from June 2, 2020
(or, in the case of Notes issued after June 2, 2020, from the date designated by the Company in connection with such issuance),
or from the immediately preceding Interest Payment Date to which interest has been paid or duly provided for, payable semi-annually
in arrears on June 15 and December 15 of each year, commencing December 15, 2020 (each of which shall be an “Interest
Payment Date”), or if such day is not a Business Day, on the next succeeding Business Day, to the Persons in whose names
the Notes are registered in the Security Register at the close of business on the Regular Record Date for such interest, which
shall be June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date (each,
a “Regular Record Date”).


 


(f)                Principal
Repayment; Currency. The Stated Maturity of the principal of the Notes is June 15, 2025; provided, however, the Notes may
be earlier redeemed at the option of the Company as provided in Section 2.1(g) of this Supplemental Indenture and
the Company may be obligated to repurchase the Notes prior to the Stated Maturity of the principal of the Notes as provided
in Section 3.1(f) of this Supplemental Indenture. The principal of each Note payable at its Maturity shall be paid
against presentation and surrender thereof at the Corporate Trust Office, in such coin or currency of the United States of
America as at the time of payment is legal tender for the payment of public or private debts.


 


(g)              
Redemption at the Option of the Company. The Notes will be subject to redemption (pursuant to the terms of
this Section 2.1(g)) in whole at any time or in part from time to time before they mature at the option of the Company
upon not less than 15 nor more than 60 days’ notice to each Holder of Notes to be redeemed at its address appearing in the
Security Register, or, in the case of any Global Note, in accordance with the procedures of the Depositary and its participants
in effect from time to time. On and after June 15, 2022, the Company may redeem the Notes
at its option, in whole or from time to time in part, at the following Redemption Prices (expressed as a percentage of principal
amount) plus accrued and unpaid interest, if any, on the Notes being redeemed to, but not including, the applicable Redemption
Date, if redeemed during the twelve-month period beginning on June 15 of the years indicated below:


 






    11


     


    

 


	Year	 	Percentage	 
	2022	 	 	104.875	%
	2023	 	 	102.438	%
	2024 and thereafter	 	 	100.000	%



 


Prior to June
15, 2022, the Company may, at its option, on any one or more occasions, redeem
up to 40% of the original aggregate principal amount of Notes (including the original aggregate principal amount of any Additional
Notes) with the Net Cash Proceeds of one or more Equity Offerings at a Redemption Price (expressed as a percentage of the principal
amount thereof) of 109.750% plus accrued and unpaid interest, if any, to, but not including, the applicable Redemption Date;
provided that


 


(i)              
at least 50% of the original aggregate principal amount of the Notes (including the original aggregate principal
amount of any Additional Notes) remains outstanding after each such redemption; and


 


(ii)             
the Redemption Date occurs within 90 days after the closing of such Equity Offering (for purposes of clarity, in
the event that there are two or more closings for any Equity Offering, then each such closing shall be deemed a separate “closing”
for purposes of the foregoing provisions of this clause (ii) with respect to the securities issued at such closing).


 


In
addition, the Company may redeem the Notes at its option, in whole or from time to time in part, at any time prior to June 15,
2022, at a Redemption Price equal to the outstanding principal amount of the Notes
being redeemed, plus accrued and unpaid interest, if any, on the Notes being redeemed, to, but not including, the applicable Redemption
Date, plus the Make-Whole Amount, if any.


 


On or before 11:00
a.m. Eastern Time on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company
is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003 of the Base Indenture) an amount
of money sufficient to pay the Redemption Price of, and accrued and unpaid interest on, all the Notes which are to be redeemed
on such Redemption Date. If the Company instructs the Trustee in writing to send the notice of redemption in the name of and at
the expense of the Company as provided in Section 1104 of the Base Indenture, the Company shall provide the Trustee with
such written instruction at least five (5) Business Days (or such shorter time as the Trustee may agree) prior to the date such
notice of redemption is to be sent.


 


(h)               Notices.
Notices to the Company or any Subsidiary Guarantor shall be directed to it at Two Newton Place, 255 Washington Street, Suite
300, Newton, Massachusetts 02458-1634, fax number (617) 796-8349, Attention: President; notices to the Trustee shall be
directed to it at One Federal Street, 3rd Floor, Boston, Massachusetts 02110, email: david.doucette@usbank.com, fax number
(617) 603-6683, Attention: Corporate Trust Department, re: Diversified Healthcare Trust 9.750%
Senior Notes due 2025, or as to any party, at such other address as shall be
designated by such party in a written notice to the other parties. All notices and communications (other than those sent to
Holders of the Notes) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five
(5) calendar days after mailing if sent by registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the addressee); when receipt is acknowledged, if
sent by e-mail or facsimile; and the next Business Day after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.


 






    12


     


    

 


(i)                
Legal Holidays. If any Interest Payment Date, Redemption Date or Change of Control Payment Date for the Notes
or the Stated Maturity for the principal of the Notes falls on a day that is not a Business Day, the payment otherwise payable
on such day will be due and payable on the next succeeding Business Day, and no interest will accrue thereon for the period from
and after such Interest Payment Date, Redemption Date, Change of Control Payment Date or Stated Maturity, as the case may be, through
such next succeeding Business Day. The provisions of this Section 2.1(i) shall supersede and replace Section 113
of the Base Indenture with respect to the Notes.


 


ARTICLE
3



ADDITIONAL COVENANTS


 


Section
3.1               Additional
Covenants. In addition to the covenants of the Company set forth in Article Eight and Article Ten of the Base Indenture, Holders
of the Notes shall have the benefit of the following covenants:


 


(a)              
Limitations on Incurrence of Debt.


 


(i)                
The Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to
the incurrence of such additional Debt and the application of the proceeds therefrom, the aggregate principal amount of all outstanding
Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles
is greater than 60% of the sum of (without duplication):


 


(A)            
 the Total Assets of the Company and its Subsidiaries as of the end of the fiscal quarter covered by the Company’s
Annual Report on Form 10-K, or its Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission
(or, if such filing is not permitted or required under the Exchange Act, with the Trustee) prior to the incurrence of such additional
Debt; and


 


(B)             
the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering
proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used
to reduce Debt), by the Company or any Subsidiary since the end of such fiscal quarter, including those proceeds obtained in connection
with the incurrence of such additional Debt.


 


For purposes of this Supplemental Indenture, “Adjusted
Total Assets” means the sum of (A) and (B) above.


 






    13


     


    

 


(ii)             
The Company will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving
effect to the incurrence of such additional Secured Debt and the application of the proceeds therefrom, the aggregate principal
amount of all outstanding Secured Debt of the Company and its Subsidiaries on a consolidated basis determined in accordance with
generally accepted accounting principles is greater than 40% of Adjusted Total Assets.


 


(iii)           
The Company will not, and will not permit any Subsidiary to, incur any Debt if, immediately after giving effect to
the incurrence of such additional Debt and on a pro forma basis, including the application of the proceeds therefrom, the ratio
of Consolidated Income Available for Debt Service to the Annual Debt Service for the four consecutive fiscal quarters most recently
ended prior to the date on which such additional Debt is to be incurred is less than 1.5 to 1.0, calculated on the assumptions
that:


 


(A)            
such Debt and any other Debt incurred by the Company and its Subsidiaries on a consolidated basis since the first
day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred
at the beginning of such period;


 


(B)             
the repayment, retirement or other discharge of any other Debt by the Company and its Subsidiaries on a consolidated
basis since the first day of such four-quarter period had occurred at the beginning of such period (except that, in making such
computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such
Debt during such period);


 


(C)             
in the case of Acquired Debt or Debt incurred in connection with or in contemplation of any acquisition, including
any Person becoming a Subsidiary, since the first day of such four-quarter period, the related acquisition had occurred as of the
first day of such period with appropriate adjustments with respect to such acquisition being included in such pro forma calculation;
and


 


(D)            
in the case of any acquisition or disposition by the Company and its Subsidiaries on a consolidated basis of any
asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase
or sale, such acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with
the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation.


 


If the Debt
giving rise to the need to make the foregoing calculation or any other Debt incurred after the first day of the relevant four-quarter
period bears interest at a floating interest rate, then, for purposes of calculating the Annual Debt Service, the interest rate
on such Debt shall be computed on a pro forma basis as if the average interest rate which would have been in effect during the
entirety of such four-quarter period had been the applicable rate for the entirety of such period.


 






    14


     


    

 



 


(b)              
Maintenance of Total Unencumbered Assets. The Company and its Subsidiaries will at all times maintain Total
Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and
its Subsidiaries on a consolidated basis in accordance with generally accepted accounting principles.


 


(c)              
Provision of Financial Information. Whether or not the Company is subject to Section 13 or 15(d) of the Exchange
Act, it will, within 15 days after each of the respective dates by which it would have been required to file annual reports, quarterly
reports and other documents with the Commission if it were so subject, (1) transmit by mail to all Holders, as their names and
addresses appear in the Security Register, without cost to such Holders, copies of the annual reports, quarterly and other reports,
financial statements and other documents which it would have been required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act, if it were subject to such Sections, (2) file with the Trustee copies of the annual reports, quarterly
or other reports, financial statements and other documents which it would have been required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act, if it was subject to such Sections, and (3) promptly upon written request and payment
of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder; provided that, the
foregoing requirements shall be deemed satisfied if the foregoing materials are available on the Commission’s EDGAR system
or on the Company’s website within the applicable time period. The Trustee shall have no liability or responsibility for
the filing, timeliness or content of any such reports, financial statements, documents or information filed by the Company and
delivery of such reports, financial statements, documents or information to the Trustee is for informational purposes only and
receipt of such shall not constitute constructive notice thereof or any information contained therein.


 


Notwithstanding the
foregoing, if at any time the Notes are guaranteed by any direct or indirect parent company of the Company, the Company may satisfy
its obligations under this Section 3.1(c) with respect to financial information relating to the Company by furnishing financial
information relating to such direct or indirect parent company; provided, however, that the same is accompanied by consolidating
information that explains in reasonable detail the differences between the information relating to such direct or indirect parent
company and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating
to the Company and its Subsidiaries on a standalone basis, on the other hand.


 


(d)              
Additional Subsidiary Guarantees. If at any time (i) any Subsidiary (whether existing at the Issue Date or
acquired or created after the Issue Date) becomes (including on the date of acquisition or creation) a Subsidiary that is not an
Excluded Subsidiary or a Foreign Subsidiary or (ii) any Subsidiary ceases to be an Excluded Subsidiary or a Foreign Subsidiary,
then the Company will cause such Subsidiary to execute and deliver to the Trustee, within thirty (30) days from the date such Subsidiary
became a Subsidiary that is not an Excluded Subsidiary or a Foreign Subsidiary or ceased to be an Excluded Subsidiary or a Foreign
Subsidiary, as the case may be, a supplemental indenture in a form reasonably satisfactory to the Trustee pursuant to which such
Subsidiary will fully and unconditionally guarantee the Notes, jointly and severally with all other Subsidiary Guarantors, and
deliver an Officer’s Certificate and Opinion of Counsel reasonably satisfactory to the Trustee.


 






    15 


     


    

 





The covenant in this
Section 3.1(d) will automatically and permanently terminate and the Company will be automatically and permanently released
from all its obligations under this Section 3.1(d) on and after the date that (a) the Notes have an Investment Grade Rating
from both Rating Agencies and one of such Investment Grade Ratings is a Mid-BBB Investment Grade Rating; and (b) no Default or
Event of Default has occurred and is continuing.


 


(e)              
Subsidiary Guarantor May Consolidate, Etc., Only on Certain Terms; Successor Substituted. A Subsidiary Guarantor
may not consolidate with or merge into any other Person or convey, transfer or lease all or substantially all of its properties
and assets to any other Person (other than the Company or another Subsidiary Guarantor), and a Subsidiary Guarantor may not permit
any other Person (other than the Company or another Subsidiary Guarantor) to consolidate with or merge into it, unless:


 


(i)                
either (1) the Subsidiary Guarantor is the surviving entity or (2) the Person formed by or surviving any such consolidation
or merger (if other than the Subsidiary Guarantor) or to which such conveyance, transfer or lease has been made is an entity organized
and validly existing under the laws of the United States, any state thereof or the District of Columbia and expressly assumes,
by a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, the Subsidiary Guarantor’s
obligations under its Subsidiary Guarantee and the Indenture;


 


(ii)             
immediately after giving effect to such transaction, and treating any indebtedness which becomes an obligation of
the Subsidiary Guarantor, any other Subsidiary or the Company as a result of such transaction as having been incurred by the Subsidiary
Guarantor, such Subsidiary or the Company at the time of such transaction, no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default shall have happened and be continuing; and


 


(iii)           
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture comply with this Section 3.1(e) and that all conditions precedent provided for in the
Indenture relating to such transaction have been complied with;


 


provided that this Section
3.1(e) shall not apply to a transaction pursuant to which such Subsidiary Guarantor shall be released from its obligations under
its Subsidiary Guarantee and the Indenture in accordance with Section 6.4 of this Supplemental Indenture.


 


Upon any consolidation of a Subsidiary
Guarantor with, or merger of a Subsidiary Guarantor into, any other Person or any conveyance, transfer or lease all or
substantially all of the properties and assets of a Subsidiary Guarantor in accordance with this Section 3.1(e), the
successor Person formed by such consolidation or into which such Subsidiary Guarantor is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, such
Subsidiary Guarantor under the Indenture with the same effect as if such successor Person had been named as a Subsidiary
Guarantor in the Indenture, and thereafter, except in the case of a lease, the predecessor Subsidiary Guarantor shall be
relieved of all obligations and covenants under the Indenture and its Subsidiary Guarantee.


 






    16 


     


    

 


(f)               
Repurchase of Notes upon Change of Control. If a Change of Control occurs, each Holder of Notes will have
the right to require the Company to repurchase some or all (in minimum principal amounts of $2,000 or an integral multiple of $1,000,
provided that the remaining principal amount of any Note repurchased in part must not be less than $2,000) of such Holder’s
Notes at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any,
up to, but not including, the date of repurchase (the “Change of Control Payment”).


 


Within ten (10) Business
Days following a Change of Control, the Company will mail a notice to each Holder of Notes (with a copy to the Trustee) describing
the transaction or transactions that constitute, or are expected to constitute, the Change of Control and offering to repurchase
Notes on a specified date (the “Change of Control Payment Date”), at a purchase price equal to the Change of
Control Payment (the “Change of Control Offer”). The Change of Control Payment Date will be no earlier than
30 days and no later than 60 days from the date such notice is mailed (or in the case of Global Notes, given pursuant to applicable
procedures of the Depositary).


 


On the Change of Control
Payment Date, the Company will, to the extent lawful:


 


(i)                accept
for payment all Notes or portions thereof properly tendered and not withdrawn pursuant to the Change of Control Offer;


 


(ii)             
deposit with the Paying Agent for the Notes an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so accepted; and


 


(iii)           
deliver or cause to be delivered to the Trustee the Notes accepted and an Officer’s Certificate stating the
aggregate principal amount of all Notes purchased by the Company.


 


The Paying Agent for
the Notes will promptly mail to each Holder of Notes properly tendered (or in the case of Global Notes, will promptly pay to the
Depositary or its nominee) the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail to
each Holder a new Note in principal amount equal to any unpurchased portion of the Notes surrendered; provided that such
new Note will be in a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof.


 


The Company will comply
with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations to the extent those laws
and regulations are applicable to any Change of Control Offer. If the provisions of any of the applicable securities laws or regulations
conflict with the provisions of this Section 3.1(f), the Company will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under this Section 3.1(f) by virtue of that compliance.


 






    17 


     


    

 


The Company will
not be obligated to make or consummate a Change of Control Offer 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 3.1(f) applicable to a
Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under such Change of
Control Offer. In addition, the Company will not be obligated to make or consummate a Change of Control Offer with respect to
the Notes, if it has irrevocably elected to redeem all of the Notes under Section 2.1(g) of this Supplemental
Indenture and has not defaulted on its redemption obligations. Notwithstanding anything to the contrary contained herein, a
Change of Control Offer may be made in advance of a Change of Control, subject to one or more conditions precedent,
including, but not limited to, the consummation of such Change of Control. 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 is consummated. The Company may rescind or amend the Change of Control Offer in the event that the
Company shall determine that the Change of Control 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 may be made at the
same time as consents are solicited with respect to an amendment, supplement or waiver of the Indenture. Prior to the occurrence of a Change of Control, the provisions of this Section 3.1(f) relating to the Company’s obligation
to make a Change of Control Offer may be waived or modified with the written consent of the Holders of a majority in principal
amount of the Notes then outstanding.


 


ARTICLE
4



SUPPLEMENTAL INDENTURES


 


Section
4.1            Restatement
of Section 901 of the Base Indenture. The provisions of Section 901 of the Base Indenture, as applied to the Notes,
are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“Section 901       
Supplemental Indentures Without Consent of Holders


 


Without the consent
of any Holders, the Company, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the Trustee, for any of the following purposes:


 


(a)              
to evidence the succession of another Person to the Company or a Subsidiary Guarantor and the assumption by any such
successor of the covenants of the Company herein and in the Securities or the covenants of such Subsidiary Guarantor herein and
in its Subsidiary Guarantee; or


 


(b)              
to add to the covenants of the Company or any Subsidiary Guarantor for the benefit of the Holders of all or any series
of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants
are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the
Company or any Subsidiary Guarantor; or


 


(c)              
to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if
such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional
Events of Default are expressly being included solely for the benefit of such series); or


 






    18 


     


    

 





(d)              
to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the issuance of Securities of any series in bearer form, registrable or not registrable as to principal, and with or without interest
coupons, or to permit or facilitate the issuance of any series of Securities in uncertificated form; or


 


(e)              
to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities,
provided that any such addition, change or elimination (i) shall neither (A) apply to any Security of any series created
prior to the execution of such supplemental indenture and entitled to the benefit of such provision nor (B) modify the rights of
the Holder of any such Security with respect to such provision or (ii) shall become effective only when there is no such Security
Outstanding; or


 


(f)               
to add guarantees of or to secure all or any series of the Securities or any guarantees thereof; or


 


(g)              
to evidence the release of any Subsidiary Guarantor or any guarantor of the Securities of any series; or


 


(h)              
to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities
of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or


 


(i)                
to establish the forms or terms of Securities of any series as permitted by Sections 201 and 301 or to provide for
the issuance of additional Securities of any series; or


 


(j)                
to cure any ambiguity, to correct or supplement any provision contained herein or in any indenture supplemental hereto
which may be defective or inconsistent with any other provision contained herein or in any supplemental indenture or to conform
the terms hereof, as amended and supplemented, that are applicable to the Securities of any series to the description of the terms
of such Securities in the offering memorandum, prospectus supplement or other offering document applicable to such Securities at
the time of initial sale thereof; or


 


(k)              
to supplement any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate
the defeasance (whether legal or covenant defeasance) or satisfaction and discharge of any series of Securities; provided
that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of
Securities in any material respect; or


 


(l)                
to prohibit the authentication and delivery of additional series of Securities; or


 


(m)            
to add to or change or eliminate any provision of this Indenture as shall be necessary or desirable in accordance
with any amendments to the Trust Indenture Act;


 


(n)              
to comply with the rules of any applicable Depositary; or


 






    19 


     


    

 





(o)              
to make any other provisions with respect to matters or questions arising under the Indenture, provided that
such action pursuant to this clause (n) shall not adversely affect the interests of the Holders of Securities of any series
in any material respect.”


 


Section
4.2            Restatement
of Section 902 of the Base Indenture. The provisions of Section 902 of the Base Indenture, as applied to the Notes, are restated
in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:



 “Section 902       
Supplemental Indentures With Consent of Holders


 


With the consent of
the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution,
and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Security affected thereby,


 


(a)              
change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security,
or reduce the principal amount thereof or the rate of interest thereon, or reduce the amount (including the amount of any premium)
due upon the redemption thereof, or  reduce the amount of the principal of a Security
which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502, or change
the date on which any Security may be subject to redemption, or change any Place of Payment where, or the coin or currency in which,
any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date or, in the case
of a Change of Control Offer, on or after the Change of Control Payment Date (or Change of Control Payment Date as may be delayed,
as the case may be)), or


 


(b)              
reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders
is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or


 


(c)              
release any Subsidiary Guarantor from any of its obligations under its Subsidiary Guarantee or this Indenture except
in accordance with the terms of this Indenture; or


 


(d)               amend,
supplement, waive or modify the Company’s obligation to make a Change of Control Offer, or reduce the premium payable
upon any repurchase of Notes pursuant to a Change of Control Offer or change the time at which any Notes may be repurchased
pursuant to Section 3.1(f) of the Supplemental Indenture, whether through an amendment, supplement, waiver or
modification of provisions in Section 3.1(f) of the Supplemental Indenture or any definitions or other provisions in this
Indenture or otherwise, unless such amendment, supplement waiver or modification shall be in effect prior to the occurrence
of the applicable Change of Control; or


 






    20 


     


    

 


(e)              
modify any of the provisions of this Section, Section 513 or Section 1006, except to increase any such
percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the
Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to
require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes
in this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements of Section 611
and clause (h) of Section 901.


 


A supplemental indenture which changes or
eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or
more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to
such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of
any other series.


 


It shall not be necessary for any Act of
Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if
such Act shall approve the substance thereof.”


 


ARTICLE
5



OTHER PROVISIONS


 


Section
5.1            Restatement
of Section 101 of the Base Indenture. (a) The provisions of Section 101(a) of the Base Indenture, as applied to the Notes,
are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“(a)       
the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular,
and the terms “Change of Control,” “Change of Control Offer,” “Change of Control Payment Date,”
 “Notes,” “Subsidiary Guarantee” and “Subsidiary Guarantor” have the meanings assigned to them
in the Supplemental Indenture and include the plural as well as the singular;”


 


(b) Section 101 of the Base Indenture,
as applied to the Notes, is further amended by adding the following defined term in its appropriate alphabetical position:


 


““Supplemental Indenture” means the Third Supplemental Indenture to this Indenture, dated as of June 2, 2020,
by and among the Company, the subsidiary guarantors named therein, and the Trustee, as the same may be amended or supplemented
from time to time.”


 


Section
5.2            Restatement
of Section 501(a) of the Base Indenture. The provisions of Section 501(a) of the Base Indenture, as applied to
the Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 





“(a)        default in the payment of principal of or any premium on any Security of that series at its Maturity (including, in the case
of the Notes, a default in making a payment to purchase Notes pursuant to a Change of Control Offer); or”


 






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Section
5.3            Sinking Funds
not Applicable. Section 501(c) of the Base Indenture shall not be applicable to the Notes.


 


Section
5.4            Restatement
of Section 501(d) of the Base Indenture. The provisions of Section 501(d) of the Base Indenture, as applied to
the Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“(d)        default
in the performance of, or breach of, any covenant of the Company or any Subsidiary Guarantor in this Indenture (other than a default
under Section 501(a) or Section 501(b) or which has been expressly included in this Indenture solely for the benefit of a series
of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given,
by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of more than 25%
in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder; or”


 


Section
5.5            Restatement
of Section 501(e) of Base Indenture. The provisions of Section 501(e) of the Base Indenture, as applied to the
Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“(e)         the
Company or one of its Significant Subsidiaries, if any, pursuant to or within the meaning of any Bankruptcy Law (i) commences a
voluntary case, (ii) consents to the entry of an order for relief against it in an involuntary case, or (iii) consents to the appointment
of a Custodian of it or for all or substantially all of its property; or”


 


Section
5.6            Restatement
of Section 501(f) of Base Indenture. The provisions of Section 501(f) of the Base Indenture, as applied to the
Notes, are restated in their entirety and shall be deemed to read as follows in lieu of the provisions set forth therein:


 


“(f)        a
court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (i) is for relief against the Company
or one of its Significant Subsidiaries in an involuntary case, (ii) appoints a Custodian of the Company or such Significant Subsidiary
or for all or substantially all of its property, or (iii) orders the liquidation of the Company or such Significant Subsidiary,
and the order or decree remains unstayed and in effect for 90 days; or”


 






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Section
5.7            Additional
Events of Default. In accordance with Section 501(g) of the Base Indenture, each of the following shall also constitute
an “Event of Default” with respect to the Notes:


 


(1)
default under any bond, debenture, note or other evidence of indebtedness of the Company, or under any mortgage, indenture or
other instrument of the Company (including a default with respect to Securities issued under the Indenture other than the
Notes) under which there may be issued or by which there may be secured any indebtedness of the Company (or by any
Subsidiary, the repayment of which the Company has guaranteed or for which the Company is directly responsible or liable as
obligor or guarantor), whether such indebtedness now exists or shall hereafter be created, which default shall constitute a
failure to pay an aggregate principal amount exceeding $50,000,000 of such indebtedness when due and payable after the
expiration of any applicable grace period with respect thereto and shall have resulted in such indebtedness in an aggregate
principal amount exceeding $50,000,000 becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been
rescinded or annulled, within a period of 10 days after there shall have been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of more than 25% in aggregate principal amount of the
Outstanding Notes, a written notice specifying such default and requiring the Company to cause such indebtedness to be
discharged or cause such acceleration to be rescinded or annulled and stating that such notice is a “Notice of
Default” under the Indenture; and


 


(2) any
Subsidiary Guarantee of a Subsidiary Guarantor that is a Significant Subsidiary ceases to be in full force and effect (except as
contemplated by the terms of the Indenture) or is declared null and void in a judicial proceeding or any Subsidiary Guarantor that
is a Significant Subsidiary or group of Subsidiary Guarantors that taken together would constitute a Significant Subsidiary denies
or disaffirms its or their, as the case may be, obligations under the Indenture or its or their Subsidiary Guarantees, as the case
may be.


 


Section
5.8            No Premium
or Make-Whole Amount Upon Acceleration. Notwithstanding any provisions to the contrary in the Base Indenture, upon any acceleration
of the Notes under Section 502 of the Base Indenture (other than, with respect to an Event of Default under Section
501(a) of the Base Indenture arising out of a default in the payment of the Redemption Price of the Notes involving a premium
or Make-Whole Amount or the payment of a Change of Control Payment, any such acceleration as it relates to the Notes in respect
of which such payments were not made) the amount immediately due and payable in respect of the Notes shall equal the outstanding
principal amount thereof, plus accrued and unpaid interest thereon; it being understood that nothing in this Section 5.8 shall
deprive any Holder of Notes in respect of which the Company defaults in paying the Redemption Price or Change of Control Payment
thereof of such Holder’s right to any premium or Make-Whole Amount that is part of the Redemption Price or Change of Control
Payment in respect of such Notes.


 


Section
5.9            Applicability
of Satisfaction and Discharge. Article Four of the Base Indenture applies to the Notes, except for the proviso at the
end of Section 401(a). For the avoidance of doubt, upon satisfaction and discharge of the Indenture with respect to the
Notes pursuant to Article Four of the Base Indenture, the Subsidiary Guarantees will automatically terminate, all other
obligations of the Subsidiary Guarantors under the Indenture will automatically terminate and the Subsidiary Guarantors will be
automatically released from their obligations under their Subsidiary Guarantees and their other obligations under the Indenture.


 


Section 5.10       
Applicability of Defeasance and Covenant Defeasance Provisions. Article Thirteen of the Base Indenture, including
provisions for Defeasance and Covenant Defeasance, applies to the Notes, except for the proviso at the end of the first sentence
of Section 1304(a). For the avoidance of doubt, upon Defeasance or Covenant Defeasance with respect to the Notes, the Subsidiary
Guarantees will automatically terminate, all other obligations of the Subsidiary Guarantors under the Indenture will automatically
terminate and the Subsidiary Guarantors will be automatically released from their obligations under their Subsidiary Guarantees
and their obligations under the Indenture.


 






    23 


     


    

 


ARTICLE
6



SUBSIDIARY GUARANTEES


 


Section
6.1            Subsidiary
Guarantee. Subject to this Article 6, each of the Subsidiary Guarantors hereby, jointly and severally,
unconditionally guarantees on a senior unsecured basis to each Holder of a Note authenticated and delivered by the Trustee
and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the
Notes or the obligations of the Company under the Indenture or the Notes, that: (a) the principal of and interest on the
Notes shall be promptly paid in full when due, whether at Stated Maturity, upon redemption or repurchase, by acceleration or
otherwise, and interest on the overdue principal of, and overdue premium and interest on, the Notes, if any, if lawful, and
all other obligations of the Company to Holders of the Notes or the Trustee under the Indenture or the Notes shall be
promptly paid in full or promptly performed, as the case may be, all in accordance with the terms of the Indenture and the
Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations,
that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal,
whether at Stated Maturity, upon redemption or repurchase, by acceleration or otherwise. Failing payment when due of any
amount so guaranteed or failing performance of any other obligation so guaranteed for whatever reason, each Subsidiary
Guarantor shall be obligated to pay, or to perform or cause the performance of, the same immediately. Each Subsidiary
Guarantor agrees that this is a guarantee of payment and not a guarantee of collection.


 


Each
of the Subsidiary Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity,
regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent
by any Holder of the Notes with respect to any provisions of the Indenture or the Notes, the release of any other Subsidiary Guarantor,
the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise
constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. Each Subsidiary Guarantor hereby waives, to the
extent permitted by applicable law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained
in the Notes and the Indenture.


 






    24 


     


    

 


Unless and until released with respect
to any Subsidiary Guarantor in accordance with Section 6.4 of this Supplemental Indenture, this Subsidiary Guarantee shall
remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation
or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a custodian,
trustee, liquidator or other similar official be appointed for all or any part of the Company’s assets. If any Holder of
the Notes or the Trustee is required by any court or governmental authority or is otherwise required to return to the Company,
any Subsidiary Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or
such Subsidiary Guarantor, any amount paid by the Company or such Subsidiary Guarantor to the Trustee or such Holder, the Notes
and this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary
Guarantor further agrees (to the fullest extent permitted by law) that, as between it, on the one hand, and the Holders of the
Notes and the Trustee, on the other hand, (a) subject to this Article 6, the maturity of the obligations guaranteed hereby
may be accelerated as provided in Article Five of the Base Indenture, as supplemented by this Supplemental Indenture, for the
purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration
in respect of the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in such
Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by the Subsidiary
Guarantors for the purpose of this Subsidiary Guarantee.


  


Section
6.2            Limitation
on Subsidiary Guarantor Liability. Each Subsidiary Guarantor, and by its acceptance
of Notes, each Holder of the Notes, hereby confirms that it is the intention of all such parties that the Subsidiary Guarantee
of such Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or
state law to the extent applicable to any Subsidiary Guarantee. To effectuate the
foregoing intention, the Trustee, the Holders of the Notes and the Subsidiary Guarantors
hereby irrevocably agree that the obligations of each Subsidiary Guarantor under its
Subsidiary Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities
of such Subsidiary Guarantor that are relevant under such laws, and after giving effect
to any collections from, rights to receive contribution from or payments made by or on behalf of any other Subsidiary Guarantor
in respect of the obligations of such other Subsidiary Guarantor under this Article
6, result in the obligations of such Subsidiary Guarantor under its Subsidiary
Guarantee and the Indenture not constituting a fraudulent transfer or conveyance under such
laws. Each Subsidiary Guarantor that makes a payment under its Subsidiary Guarantee
is entitled to a contribution from each other Subsidiary Guarantor in a pro rata amount
based on the adjusted net assets of each Subsidiary Guarantor, so long as the exercise of such right does not impair the rights of the Holders of the Notes under this Subsidiary
Guarantee.


 


Section
6.3            Execution
and Delivery of Subsidiary Guarantee. To evidence its Subsidiary Guarantee set forth in Section 6.1 of this Supplemental
Indenture, each Subsidiary Guarantor hereby agrees that this Supplemental Indenture or a supplemental indenture entered into by
such Subsidiary Guarantor pursuant to Section 3.1(d) of this Supplemental Indenture, as the case may be, shall be executed on behalf
of such Subsidiary Guarantor by an officer or other authorized signatory of such Subsidiary Guarantor.


 


Each Subsidiary Guarantor
hereby agrees that its Subsidiary Guarantee set forth in Section 6.1 of this Supplemental Indenture shall remain in
full force and effect notwithstanding the absence of the endorsement of any notation of such Subsidiary Guarantee on the Notes.


 


If an officer or
other authorized signatory of any Subsidiary Guarantor whose signature is on this Supplemental Indenture or a supplemental
indenture entered into by such Subsidiary Guarantor pursuant to Section 3.1(d) of this Supplemental Indenture, as the case
may be, no longer holds that office or is no longer such an authorized signatory at the time the Trustee authenticates any
Note, the Subsidiary Guarantee of such Subsidiary Guarantor shall be valid nevertheless with respect to such Note.


 


The delivery of any
Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Subsidiary Guarantee set
forth in the Indenture on behalf of the Subsidiary Guarantors.


 






    25 


     


    

 


Section
6.4            Release of
a Subsidiary Guarantor. The Subsidiary Guarantee of a Subsidiary Guarantor will automatically terminate and be released, all
other obligations of such Subsidiary Guarantor under the Indenture will automatically terminate and such Subsidiary Guarantor will
be automatically released from its obligations under its Subsidiary Guarantee and its other obligations under the Indenture:


 


(a)              
in the event of a sale or other disposition of all or substantially all of the properties or assets of such Subsidiary
Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction)
the Company or a Subsidiary;


 


(b)              
in the event of a sale or other disposition (including through merger or consolidation) of Capital Stock of such
Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary
and such Subsidiary Guarantor ceases to be a Subsidiary as a result of the sale or other disposition;


 


(c)              
upon such Subsidiary Guarantor becoming an Excluded Subsidiary or a Foreign Subsidiary;


 


(d)              
upon the satisfaction and discharge, Defeasance or Covenant Defeasance of the Notes in accordance with Article Four
or Article Thirteen of the Base Indenture;


 


(e)              
upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default has occurred
that is continuing;


 


(f)               
upon the merger of such Subsidiary Guarantor into, or the consolidation of such Subsidiary Guarantor with, (a) a
Subsidiary if the surviving or resulting entity is an Excluded Subsidiary or a Foreign Subsidiary or (b) the Company or another
Subsidiary Guarantor; or


 


(g)              
on and after the date that (a) the Notes have an Investment Grade Rating from both Rating Agencies and one of such
Investment Grade Ratings is a Mid-BBB Investment Grade Rating; and (b) no Default or Event of Default has occurred and is continuing.


 


At the request of
the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel each stating that
all conditions provided for in this Supplemental Indenture to the release of a Subsidiary Guarantor from its Subsidiary
Guarantee have been complied with (provided that the legal counsel delivering such Opinion of Counsel may rely as to matters
of fact on one or more Officer’s Certificates of the Company), the Trustee shall execute and deliver an appropriate
instrument evidencing such release (it being understood that the failure to obtain any such instrument shall not impair any
release pursuant to this Section 6.4).


 






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Section
6.5           Benefits Acknowledged.
Each Subsidiary Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Subsidiary Guarantee are knowingly
made in contemplation of such benefits.


 


Section
6.6           Waiver of
Subrogation. Until all of the Notes are discharged and paid in full, each Subsidiary Guarantor hereby irrevocably waives and
agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of the Company’s obligations under the Notes or the Indenture and such Subsidiary
Guarantor’s obligations under this Subsidiary Guarantee and the Indenture, in any such instance including, without limitation,
any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim
or remedy of the Holders of the Notes against the Company, whether or not such claim, remedy or right arises in equity, or under
contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly,
in cash or other assets or by set off or in any other manner, payment or security on account of such claim or other rights. If
any amount shall be paid to any Subsidiary Guarantor in violation of the preceding sentence and any amounts owing to the Trustee
or the Holders of the Notes under the Notes or the Indenture, shall not have been paid in full, such amount shall have been deemed
to have been paid to such Subsidiary Guarantor for the benefit of, and held in trust for the benefit of, the Trustee or the Holders
of the Notes and shall forthwith be paid to the Trustee for the benefit of itself or such Holders to be credited and applied to
the obligations in favor of the Trustee or such Holders, as the case may be, whether matured or unmatured, in accordance with
the terms of the Indenture.


 


Section
6.7           Same Currency;
No Set Off. Each payment to be made by a Subsidiary Guarantor under
its Subsidiary Guarantee shall be payable in the currency in which corresponding payment obligations of the Company under the Notes
or the Indenture are denominated, and shall be made without set off, counterclaim, reduction or diminution of any kind or nature.


 


Section
6.8            Guarantee
Obligations Continuing. The obligations of each Subsidiary
Guarantor under the Indenture shall be continuing and shall remain in full force and effect until all such obligations have
been paid and satisfied in full. Each Subsidiary Guarantor agrees with the Trustee that, to the fullest extent permitted by
applicable law, it will from time to time deliver to the Trustee suitable acknowledgments of this continued liability in such
form as counsel to the Trustee may reasonably request and as will prevent any action brought against it in respect of any
default under the Indenture being barred by any statute of limitations now or hereafter in force and, in the event of the
failure of a Subsidiary Guarantor so to do, it hereby irrevocably appoints the Trustee the attorney and agent of such
Subsidiary Guarantor to make, execute and deliver such written acknowledgment or acknowledgments or other instruments as may
from time to time become necessary or reasonably advisable, in the judgment of the Trustee on the advice of counsel,
to fully maintain and keep in force the liability of such Subsidiary Guarantor under the Indenture.


 






    27 


     


    

 


Section
6.9            No Merger
or Waiver; Cumulative Remedies. To the fullest extent permitted by
applicable law, no Subsidiary Guarantee shall operate by way of merger of any of the obligations of a Subsidiary Guarantor under
any other agreement. To the fullest extent permitted by applicable law, no failure to exercise and no delay in exercising, on the
part of the Trustee or the Holders of the Notes, any right, remedy, power or privilege under the Indenture or the Notes, shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder or under
the Indenture or the Notes preclude any other or further exercise thereof or the exercise of any other right, remedy, power or
privilege. To the fullest extent permitted by applicable law, the rights, remedies, powers and privileges in the Indenture, the
Notes and any other document or instrument between a Subsidiary Guarantor and/or the Company and the Trustee and the Holders of
the Notes are cumulative and not exclusive of any rights, remedies, powers and privilege provided by law.


 


Section
6.10          Dealing with
the Company and Others. The Holders and the Trustee, without releasing, discharging, limiting or otherwise affecting in whole
or in part the obligations and liabilities of any Subsidiary Guarantor under the Indenture and without the consent of or notice
to any Subsidiary Guarantor, may to the fullest extent permitted by applicable law:


 


(a)           grant time, renewals, extensions, compromises, concessions, waivers, releases, discharges and other indulgences to
the Company or any other Person;


 


(b)           take or abstain from taking security or collateral from the Company or from perfecting security or collateral of
the Company;


 


(c)           release, discharge, compromise, realize, enforce or otherwise deal with or do any act or thing in respect of (with
or without consideration) any and all collateral, mortgages or other security given by the Company or any third party with respect
to the obligations or matters contemplated by the Indenture or the Notes;


 


(d)           accept compromises or arrangements from the Company;


 


(e)           apply all monies at any time received from the Company or from any security upon such part of the obligations of
the Subsidiary Guarantors under Section 6.1 of this Supplemental Indenture as the Holders may see fit or change any such application
in whole or in part from time to time as the Holders may see fit; and


 


(f)            otherwise deal with, or waive or modify their right to deal with, the Company and all other Persons and any security
as the Holders or the Trustee may see fit.


 


Section
6.11          Enforcement;
Expenses. If any Subsidiary Guarantor defaults in performing any of its obligations under the Indenture, the Trustee may proceed
in its name as trustee under the Indenture in the enforcement of such obligations against such Subsidiary Guarantor by any remedy
provided by law, whether by legal proceedings or otherwise. Each of the Subsidiary Guarantors, jointly and severally, agree to
pay all costs, fees and expenses (including, without limitation, reasonable fees and expenses of legal counsel) incurred by the
Trustee, any Holder of the Notes, or the agent, advisor or counsel of the Trustee or any Holder, in enforcing the performance by
any Subsidiary Guarantor of its obligations under the Indenture.


 


ARTICLE
7



EFFECTIVENESS


 


This Supplemental Indenture shall be effective
for all purposes as of the date and time this Supplemental Indenture has been executed and delivered by the Company, the Initial
Subsidiary Guarantors and the Trustee in accordance with Article Nine of the Base Indenture. As supplemented hereby, the Base Indenture
is hereby confirmed as being in full force and effect.


 


ARTICLE
8



MISCELLANEOUS


 


Section
8.1            Separability.
In the event any provision of this Supplemental Indenture shall be held invalid or unenforceable by any court of competent jurisdiction,
such holding shall not invalidate or render unenforceable any other provision hereof or any provision of the Indenture.


 


Section
8.2            Construction
of Terms. To the extent that any terms of this Supplemental Indenture or the Notes are inconsistent with the terms of the Base
Indenture, the terms of this Supplemental Indenture or the Notes shall govern and supersede such inconsistent terms.


 


Section
8.3            Effect of
Headings. The section headings herein are for convenience only and shall not affect the construction hereof.


 


Section
8.4            Governing
Law. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.


 






    28 


     


    

 


Section
8.5            Counterparts.
This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument. The words “execution,” “signed,”
 “signature,” and words of like import in this Supplemental Indenture or in any other certificate, agreement or
document related to this Supplemental Indenture or the Notes shall include images of manually executed signatures transmitted
by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or
 “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of
electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability
as a manually executed signature or use of a paper-based recordkeeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform
Electronic Transactions Act or the Uniform Commercial Code. The Company and the Subsidiary Guarantors agree to assume all
risks arising out of the use of using digital signatures and electronic methods to submit communications to the Trustee,
including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and
misuse by third parties.


 


[Signature Page Follows]





 






    29 


     


    

 



 


IN WITNESS WHEREOF,
the Company, the Initial Subsidiary Guarantors and the Trustee have caused this Supplemental Indenture to be executed as an instrument
under seal in their respective corporate names as of the date first above written.


 


 


	 	COMPANY:
	 	 
	 	DIVERSIFIED
    HEALTHCARE TRUST
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
			Name:
                                         Richard W. Siedel, Jr.
	 	 	Title:
    Chief Financial Officer and Treasurer
	 	 	 
	 	INITIAL SUBSIDIARY GUARANTORS:
	 	 
	 	CCC
    ALPHA INVESTMENTS TRUST
	 	CCC
    DELAWARE TRUST
	 	CCC
    FINANCING I TRUST
	 	CCC
    INVESTMENTS I, L.L.C.
	 	CCC
    LEISURE PARK CORPORATION
	 	CCC
    PUEBLO NORTE TRUST
	 	CCC
    RETIREMENT PARTNERS TRUST
	 	CCC
    RETIREMENT TRUST
	 	CCDE
    SENIOR LIVING LLC
	 	CCOP
    SENIOR LIVING LLC
	 	CRESTLINE
    VENTURES LLC
	 	CSL
    GROUP, INC.
	 	DHC
    HOLDINGS LLC
	 	ELLICOTT
    CITY LAND I, LLC
	 	HRES1
    PROPERTIES TRUST
	 	HRES2
    PROPERTIES TRUST
	 	MSD
    POOL 1 LLC
	 	MSD
    POOL 2 LLC
	 	O.F.C.
    CORPORATION
	 	SNH
    30 NEWCROSSING INC.
	 	SNH
    AL AIMO II, INC.
	 	SNH
    AL AIMO TENANT II, INC.
	 	SNH
    AL AIMO TENANT, INC.
	 	SNH
    AL AIMO, INC.
	 	SNH
    AL CRIMSON TENANT INC.
	 	SNH
    AL CUMMING LLC
	 	SNH
    AL CUMMING TENANT LLC
	 	SNH
    AL GEORGIA HOLDINGS LLC
	 	SNH
    AL GEORGIA LLC
	 	SNH
    AL GEORGIA TENANT LLC
	 	SNH
    AL PROPERTIES LLC
	 	SNH
    AL PROPERTIES TRUST
	 	SNH
    AL TRS, INC.
	 	SNH
    AL WILMINGTON TENANT INC.



 


[Signature Page to Third Supplemental Indenture]


 



     


     


    

 


	 	SNH
    ALPHARETTA LLC
	 	SNH
    ALT LEASED PROPERTIES TRUST
	 	SNH
    AZ TENANT LLC
	 	SNH
    BAKERSFIELD LLC
	 	SNH
    BAMA TENANT LLC
	 	SNH
    BATON ROUGE (NORTH) LLC
	 	SNH
    BATON ROUGE (REALTORS) LLC
	 	SNH
    BLAINE INC.
	 	SNH
    BRFL PROPERTIES LLC
	 	SNH
    BRFL TENANT LLC
	 	SNH
    BRIDGEWATER LLC
	 	SNH
    CAL TENANT LLC
	 	SNH
    CALI TENANT LLC
	 	SNH
    CCMD PROPERTIES BORROWER LLC
	 	SNH
    CCMD PROPERTIES LLC
	 	SNH
    CCMD TENANT LLC
	 	SNH
    CHS PROPERTIES TRUST
	 	SNH
    CLEAR BROOK LLC
	 	SNH
    CLEAR CREEK PROPERTIES TRUST
	 	SNH
    CO TENANT LLC
	 	SNH
    CONCORD LLC
	 	SNH
    DEL TENANT LLC
	 	SNH
    DENHAM SPRINGS LLC
	 	SNH
    DERBY TENANT LLC
	 	SNH
    DURHAM LLC
	 	SNH
    FLA TENANT LLC
	 	SNH
    FM FINANCING LLC
	 	SNH
    FM FINANCING TRUST
	 	SNH
    GEORGIA TENANT LLC
	 	SNH
    GLENVIEW (PATRIOT) LLC
	 	SNH
    GP VALENCIA LLC
	 	SNH
    GRANITE GATE LANDS TENANT LLC
	 	SNH
    GRANITE GATE LANDS TRUST
	 	SNH
    GROVE PARK TENANT LLC
	 	SNH
    GROVE PARK TRUST
	 	SNH
    HARRISBURG LLC
	 	SNH
    IL JOPLIN INC.
	 	SNH
    IL PROPERTIES TRUST
	 	SNH
    INDEPENDENCE PARK LLC
	 	SNH
    INDY TENANT LLC
	 	SNH
    JACKSON LLC
	 	SNH
    KENT PROPERTIES LLC







 


[Signature Page to Third Supplemental Indenture]


 



     


     


    




	 	SNH
    LINCOLN TENANT LLC
	 	SNH
    LONGHORN TENANT LLC
	 	SNH
    LTF PROPERTIES LLC
	 	SNH
    MARYLAND HEIGHTS LLC
	 	SNH
    MASS TENANT LLC
	 	SNH
    MD TENANT LLC
	 	SNH
    MEDICAL OFFICE PROPERTIES LLC
	 	SNH
    MEDICAL OFFICE PROPERTIES TRUST
	 	SNH
    MEZZCO SAN ANTONIO LLC
	 	SNH
    MO TENANT LLC
	 	SNH
    MODESTO LLC
	 	SNH
    NC TENANT LLC
	 	SNH
    NEB TENANT LLC
	 	SNH
    NJ TENANT GP LLC
	 	SNH
    NJ TENANT LLC
	 	SNH
    NM TENANT LLC
	 	SNH
    NORTHWOODS LLC
	 	SNH
    NORTHWOODS TENANT LLC
	 	SNH
    NS PROPERTIES TRUST
	 	SNH
    OHIO TENANT LLC
	 	SNH
    OMISS TENANT LLC
	 	SNH
    PARKVIEW PROPERTIES TRUST
	 	SNH
    PENN TENANT LLC
	 	SNH
    PHOENIX (COTTON) LLC
	 	SNH
    PLAQUEMINE LLC
	 	SNH
    PLFL PROPERTIES LLC
	 	SNH
    PLFL TENANT LLC
	 	SNH
    PRAIRIEVILLE LLC
	 	SNH
    PROJ LINCOLN TRS LLC
	 	SNH
    REDMOND PROPERTIES LLC
	 	SNH
    REIT IRVING LLC
	 	SNH
    REIT ROCKWALL LLC
	 	SNH
    REIT SAN ANTONIO LLC
	 	SNH
    REIT VICTORIA LLC
	 	SNH
    RMI FOX RIDGE MANOR PROPERTIES LLC
	 	SNH
    RMI JEFFERSON MANOR PROPERTIES LLC
	 	SNH
    RMI MCKAY MANOR PROPERTIES LLC
	 	SNH
    RMI NORTHWOOD MANOR PROPERTIES LLC
	 	SNH
    RMI OAK WOODS MANOR PROPERTIES LLC
	 	SNH
    RMI PARK SQUARE MANOR PROPERTIES LLC
	 	SNH
    RMI PROPERTIES HOLDING COMPANY LLC
	 	SNH
    RMI SMITH FARMS MANOR PROPERTIES LLC
	 	SNH
    RMI SYCAMORE MANOR PROPERTIES LLC
	 	SNH
    SC TENANT LLC
	 	SNH
    SE ASHLEY RIVER LLC
	 	SNH
    SE ASHLEY RIVER TENANT LLC







 


[Signature Page to Third Supplemental Indenture]


 



     


     


    




	 	SNH
    SE BARRINGTON BOYNTON LLC
	 	SNH
    SE BARRINGTON BOYNTON TENANT LLC
	 	SNH
    SE BURLINGTON LLC
	 	SNH
    SE BURLINGTON TENANT LLC
	 	SNH
    SE DANIEL ISLAND LLC
	 	SNH
    SE DANIEL ISLAND TENANT LLC
	 	SNH
    SE HABERSHAM SAVANNAH LLC
	 	SNH
    SE HABERSHAM SAVANNAH TENANT LLC
	 	SNH
    SE HOLLY HILL LLC
	 	SNH
    SE HOLLY HILL TENANT LLC
	 	SNH
    SE KINGS MTN LLC
	 	SNH
    SE KINGS MTN TENANT LLC
	 	SNH
    SE MOORESVILLE LLC
	 	SNH
    SE MOORESVILLE TENANT LLC
	 	SNH
    SE N. MYRTLE BEACH LLC
	 	SNH
    SE N. MYRTLE BEACH TENANT LLC
	 	SNH
    SE PROPERTIES LLC
	 	SNH
    SE PROPERTIES TRUST
	 	SNH
    SE SG LLC
	 	SNH
    SE SG TENANT LLC
	 	SNH
    SE TENANT 2 TRS, INC.
	 	SNH
    SE TENANT TRS, INC.
	 	SNH
    SOMERFORD PROPERTIES TRUST
	 	SNH
    ST. LOUIS LLC
	 	SNH
    TEANECK PROPERTIES LLC
	 	SNH
    TEANECK TENANT LLC
	 	SNH
    TELLICO TENANT LLC
	 	SNH
    TELLICO TRUST
	 	SNH
    TEMPE LLC
	 	SNH
    TENN TENANT LLC
	 	SNH
    TOTO TENANT LLC
	 	SNH
    TRS INC.
	 	SNH
    TRS LICENSEE HOLDCO LLC
	 	SNH
    VA TENANT LLC
	 	SNH
    VIKING TENANT LLC
	 	SNH
    WARD AVE. PROPERTIES I INC.
	 	SNH
    WELL PROPERTIES GA-MD LLC
	 	SNH
    WELL PROPERTIES TRUST
	 	SNH
    WILMINGTON LLC
	 	SNH
    WIS TENANT LLC
	 	SNH
    WY TENANT LLC
	 	SNH
    YONKERS PROPERTIES TRUST
	 	SNH
    YONKERS TENANT INC.
	 	SNH/CSL
    PROPERTIES TRUST
	 	SNH/LTA
    PROPERTIES GA LLC



 


[Signature Page to Third Supplemental Indenture]


 



     


     


    




	 	SNH/LTA
    PROPERTIES TRUST
	 	SNH/LTA
    SE HOME PLACE NEW BERN LLC
	 	SNH/LTA
    SE MCCARTHY NEW BERN LLC
	 	SNH/LTA
    SE WILSON LLC





	 	SPTGEN
    PROPERTIES TRUST
	 	SPTIHS
    PROPERTIES TRUST
	 	SPTMISC
    PROPERTIES TRUST
	 	SPTMNR
    PROPERTIES TRUST
	 	SPTMRT
    PROPERTIES TRUST
	 	SPTSUN
    II PROPERTIES TRUST
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer
	 	 
	 	LEXINGTON
    OFFICE REALTY TRUST
	 	SNH
    MEDICAL OFFICE REALTY TRUST
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
	 	 	Richard W. Siedel, Jr.,
	 	 	as Trustee and not individually
	 	 
	 	CCC
    FINANCING LIMITED, L.P.
	 	 
	 	By: 	CCC RETIREMENT TRUST,
	 	 	its general partner
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer
	 	 
	 	CCC
    RETIREMENT COMMUNITIES II, L.P.
	 	 
	 	By: 	CRESTLINE VENTURES LLC,
	 	 	its general partner
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer




 


[Signature Page to Third Supplemental Indenture]


 



     


     


    

 


	 	LEISURE
    PARK VENTURE LIMITED PARTNERSHIP
	 	 
	 	By: 	CCC LEISURE PARK CORPORATION,
	 	 	its general partner
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer
	 	 
	 	SNH
    NJ TENANT LP
	 	 
	 	By: 	SNH NJ TENANT GP LLC,
	 	 	its general partner
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer
	 	 
	 	SNH
    VALENCIA LP
	 	 
	 	By: 	SNH GP VALENCIA LLC,
	 	 	its general partner
	 	 
	 	By:	/s/
    Richard W. Siedel, Jr.
	 	 	Name: Richard W. Siedel, Jr.
	 	 	Title: Chief Financial Officer and Treasurer



 


[Signature Page to Third Supplemental Indenture]


 






     


     


    

 


	 	TRUSTEE:
	 	 
	 	U.S.
    BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	/s/
    David W. Doucette
	 	 	Name: David W. Doucette
	 	 	Title: Vice President






 


[Signature Page to Third Supplemental Indenture]


 



     


     


    

 


EXHIBIT A


 


FORM OF NOTE


 


[Form of Face of Security]


 


[Insert Applicable Legends]


 


DIVERSIFIED HEALTHCARE TRUST


 


9.750%
Senior Notes due 2025


 


	No. ____	$ ___________




 


Diversified Healthcare
Trust (formerly known as Senior Housing Properties Trust), a real estate investment trust duly organized and existing under the
laws of Maryland (herein called the “Company”, which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to _____________________________, or registered assigns, the
principal sum of ___________________ Dollars ($_____________) [(as the same may be revised from time to time on the Schedule of
Exchanges of Interests in the Global Security attached hereto)] on June 15, 2025, and to pay interest thereon from _________, 20__
or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and
December 15 in each year, commencing _________, 20__ at the rate of 9.750% per annum,
until the principal hereof is paid or made available for payment. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one
or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall
be June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close
of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall
be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture.


 


Payment of the principal
of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained
for that purpose in such coin or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts or, in the case of any Note that is a Global Security, in accordance with the procedures of The Depository
Trust Company (“DTC”), or any successor depositary with respect to the Global Notes appointed under the Indenture,
the “Depositary”), and its participants in effect from time to time; provided, however, that at
the option of the Company payment of interest may be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register.


 


Reference is hereby
made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.


 


Unless the certificate
of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.


 



    A-30


     


    

 


THE AMENDED AND
RESTATED DECLARATION OF TRUST ESTABLISHING DIVERSIFIED HEALTHCARE TRUST, DATED SEPTEMBER 20, 1999, AS AMENDED AND
SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER,
SHAREHOLDER, EMPLOYEE OR AGENT OF DIVERSIFIED HEALTHCARE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY,
FOR ANY OBLIGATION OF, OR CLAIM AGAINST, DIVERSIFIED HEALTHCARE TRUST. ALL PERSONS DEALING WITH DIVERSIFIED HEALTHCARE TRUST
IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF DIVERSIFIED HEALTHCARE TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY
OBLIGATION.


 


IN WITNESS WHEREOF,
the Company has caused this instrument to be duly executed.


 


	Dated:	DIVERSIFIED
    HEALTHCARE TRUST
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


CERTIFICATE OF AUTHENTICATION


 


Dated:


 


This is one of the
Securities of the series designated therein referred to in the within-mentioned Indenture.


 


	 	U.S.
    BANK NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	               
	 	 	Name:
	 	 	Title:




 






    A-31


     


    

 


[Form of Reverse of Security]


 


1.       General.
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of February 18, 2016 (the “Base Indenture”),
between the Company and U.S. Bank National Association (herein called the “Trustee”, which term includes any
successor trustee under the Base Indenture), as supplemented by a Third Supplemental Indenture, dated as of June 2, 2020 (as amended,
supplemented or otherwise modified from time to time, the “Supplemental Indenture” and the Base Indenture, as
supplemented by such Supplemental Indenture, the “Indenture”), among the Company, the Initial Subsidiary Guarantors
and the Trustee, and reference is hereby made to the Indenture for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Subsidiary Guarantors, the Trustee, and the Holders of the Securities and
of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of the series designated
on the face hereof (such series, the “Notes”). Capitalized terms used but not defined herein have the meaning
given to them in the Indenture.


 


2.       Optional
Redemption. The Notes will be subject to redemption in whole at any time or in part from time to time before they mature at
the option of the Company upon not less than 15 nor more than 60 days’ notice by mail to each Holder of Notes to be redeemed
at its address appearing in the Security Register or, in the case of any Note that is a Global Security, in accordance with the
procedures of the Depositary and its participants in effect from time to time. On and after
June 15, 2022, the Company may redeem the Notes at its option, in whole or from time to time in part, at the following Redemption
Prices (expressed as a percentage of principal amount) plus accrued and unpaid interest, if any, on the Notes being redeemed to,
but not including, the Redemption Date, if redeemed during the twelve-month period beginning on June 15 of the years indicated
below:


 


	Year	 	Percentage	 
	2022	 	 	104.875	%
	2023	 	 	102.438	%
	2024 and thereafter	 	 	100.000	%



 


Prior to June
15, 2022, the Company may, at its option, on any one or more occasions, redeem up to 40% of the original aggregate principal
amount of Notes (including the original aggregate principal amount of any Additional Notes) with the Net Cash Proceeds of one or
more Equity Offerings at a Redemption Price (expressed as a percentage of the principal amount thereof) of 109.750% plus
accrued and unpaid interest, if any, to, but not including, the Redemption Date; provided that


 


(1) at least 50% of the original
aggregate principal amount of the Notes (including the original aggregate principal amount of any Additional Notes) remains outstanding
after each such redemption; and


 


(2) the Redemption Date occurs
within 90 days after the closing of such Equity Offering (for purposes of clarity, in the event that there are two or more closings
for any Equity Offering, then each such closing shall be deemed a separate “closing” for purposes of the foregoing
provisions of this clause (2) with respect to the securities issued at such closing).


 


In
addition, the Company may redeem the Notes at its option, in whole or from time to time in part, at any time prior to June 15,
2022, at a Redemption Price equal to the outstanding principal amount of the Notes being redeemed, plus accrued and unpaid
interest, if any, on the Notes being redeemed, to, but not including, the Redemption Date, plus the Make-Whole Amount, if any.


 


As used herein the term “Make-Whole
Amount” means, in connection with any redemption of any Note whose Redemption Price is to be determined by reference
to the Make-Whole Amount, the greater of:


 


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



 






    A-32


     


    

 


		(2)	the
                                         excess, if any, of (i) the aggregate present value as of the applicable Redemption
                                         Date of the Redemption Price of such Note that would apply if such Note were redeemed
                                         on June 15, 2022 (such Redemption Price
                                         (expressed as a percentage of principal amount) being set forth in the table above) and
                                         the amount of interest (exclusive of interest accrued to the Redemption Date) that would
                                         have been payable in respect of each dollar of principal of such Note being redeemed
                                         if such redemption had been made on June 15, 2022
                                         determined by discounting, on a semiannual basis, such Redemption Price and interest
                                         at the Reinvestment Rate (determined on the third Business Day preceding the date such
                                         notice of redemption relating to such redemption is given) from June
                                         15, 2022 (in the case of such Redemption Price) and, in the case of interest,
                                         from respective dates on which such interest would have been payable if such redemption
                                         had been made on June 15, 2022 over (ii) the
                                         aggregate principal amount of such Note being redeemed.



 


The Make-Whole Amount
shall be calculated by the Company and set forth in an Officer’s Certificate delivered to the Trustee, and the Trustee shall
be entitled to rely on said Officer’s Certificate.


 


As used herein the
term “Reinvestment Rate” means a rate per annum equal to the sum of 0.50% (fifty one hundredths of one percent)
plus the arithmetic mean of the yields on treasury securities at constant maturity displayed for each of the five most recent days
published in the Statistical Release under the caption “Treasury Constant Maturities” for the maturity (rounded to
the nearest month) corresponding to the remaining life to maturity (which, in the case of maturities corresponding to the principal
and interest due on the Notes at their maturity, shall be deemed to be June 15, 2022),
as of the Redemption Date of the principal being redeemed. If no maturity exactly corresponds to such maturity, yields for the
two published maturities most closely corresponding to such remaining life to maturity shall be calculated pursuant to the immediately
preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding
in each of such relevant periods to the nearest month. For purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount shall be used.


 


As used herein the
term “Statistical Release” means the statistical release designated “H.15” or any successor publication
which is published daily by the Federal Reserve System and which establishes yields on actively traded United States government
securities adjusted to constant maturities or, if such statistical release (or any successor publication) is not published at the
time of any determination under the Indenture, then any publicly available source of similar market data used for this purpose
in accordance with customary market practice which shall be designated by the Company.


 


The Company shall not
be required to make sinking fund or redemption payments with respect to the Notes. However, under certain circumstances in connection
with the occurrence of a Change of Control, the Company may be required to offer to the repurchase the Notes as provided for under
Section 3.1(f) of the Supplemental Indenture.


 


In the event of redemption
of this Security in part only, a new Note or Notes and of like tenor for the unredeemed portion hereof will be issued in the name
of the Holder hereof upon the cancellation hereof.


 


3.       Discharge
and Defeasance. The Indenture contains provisions for discharge or defeasance at any time of the entire indebtedness of this
Security or certain restrictive covenants and Events of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.


 


4.       Defaults
and Remedies. If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes, plus
accrued and unpaid interest thereon, may be declared due and payable in the manner and with the effect provided in the Indenture.


 


5.       Actions
of Holders. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to
be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also
contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.


 






    A-33


     


    

 


As provided in and
subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or this Security or for the appointment of a receiver or trustee or for any other remedy thereunder, unless
such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes,
the Holders of not less than a majority in principal amount of the Notes at the time Outstanding shall have made written request
to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in principal amount of Notes at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice,
request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement
of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.


 


6.       Payments
Not Impaired. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair
the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this
Security at the times, place and rate, and in the coin or currency, herein prescribed.


 


7.       Denominations,
Transfer, Exchange. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this
Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed
by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Notes and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.


 


The Notes are issuable
only in registered form without coupons in denominations of $2,000 and integral multiples of $1,000 in excess thereof. As provided
in the Indenture and subject to certain limitations therein set forth, Notes are exchangeable for a like aggregate principal amount
of Notes and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.


 


No service charge shall
be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.


 


8.       Persons
Deemed Owners. Prior to due presentment of this Security for registration of transfer, the Company, the Subsidiary Guarantors,
the Trustee and any agent of the Company, any Subsidiary Guarantor or the Trustee may treat the Person in whose name this Security
is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Subsidiary
Guarantors, the Trustee nor any such agent shall be affected by notice to the contrary.


 


9.       Subsidiary
Guarantees. The Notes will be entitled to the benefits of certain Subsidiary Guarantees
made for the benefit of the Holders of the Notes. Reference is hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations thereunder of the Subsidiary Guarantors, the Trustee and the Holders.


 


10.     Defined
Terms. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.


 






    A-34


     


    

 


[ASSIGNMENT FORM]


 


ABBREVIATIONS


 


The following abbreviations,
when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:


 


	TEN
    COM	--	as
    tenants in common	UNIF
    GIFT MIN ACT	--	 	Custodian	 
	TEN
    ENT	--	as
    tenants by the entireties			(Cust)	 	(Minor)
	JT
    TEN	--	as
    joint tenants with right of survivorship and not as tenants in common		 	Under
                                         Uniform Gifts to Minors Act
	 				 	 	 	 
	 	 	 	 	 	(State)	 	 







 


Additional abbreviations may also be used
though not in the above list.


 


______________________________________


 


FOR VALUE RECEIVED, the undersigned registered
Holder hereby sell(s), assign(s) and transfer(s) unto


 


Please Insert Social
Security Or Other Identifying Number Of Assignee


 


	 	 	 
	 	 	 
	 	 	 



 


 


 


 





 









Please Print Or Typewrite
Name And Address Of Assignee


 

 


 


 





 



the within security and all rights thereunder,
hereby irrevocably constituting and appointing


 


 


                                                                                                                                                                                                                                                                     


Attorney to transfer said security on
the books of the Company with full power of substitution in the premises.


 


	Dated:	 	 	Signed:	                                                   
	 	 	 
	 	 	Notice:
    The signature to this assignment must correspond with the name as it appears upon the face of the within security in every
    particular, without alteration or enlargement or any change whatever.
	 	 	 
	 	 	Signature
    Guarantee*:___________________
	 	 	 
	 	 	*
    Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).



 






    A-35


     


    

 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security purchased
by the Company pursuant to a Change of Control Offer, check the box below:


 


 ̈          Change
of Control Offer


 


If you want to elect to have only part
of this Security purchased by the Company pursuant to a Change of Control Offer, state the amount you elect to have purchased
(must be a minimum principal amount of $2,000 or an integral multiple of $1,000 in excess thereof; provided that the remaining
principal amount of this Security after such partial purchase must not be less than $2,000 in principal amount):  $___________


 


	Date:	                                    	 	Your
                                         Signature:	                           
	 	 	 	(Sign
                                         exactly as your name appears on the Note)
	 	 	 	 	 
	 	 	 	Tax
                                         Identification No.:	 	 
	 	 	 	 	 




 


Signature Guarantee*:                                                                                                  


 


*
Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee)


 






    A-36


     


    

 


[Include this Schedule
only for a Global Security]


SCHEDULE
OF EXCHANGES OF INTERESTS IN THE GLOBAL Security


 


The initial principal
amount of this Global Security is $[●].


 


The following
exchanges, transfers or cancellations of this Global Security have been made:


 


	
        Date of

        Exchange 
	 	Amount of

Decrease in

Principal

Amount of this

Global Security	 	Amount of

Increase in

Principal

Amount of this

Global Security	 	Principal

Amount of this

Global Security

Following Such

Decrease (or

Increase)	 	Signature of

Authorized

Officer of

Trustee 


 






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