Exhibit 4.5


 


FIVE STAR SENIOR LIVING INC.


 


TO


 







 



 


Indenture


 


Dated as of                , 20


 


Junior Subordinated Debt Securities


 






    


     


    

 





Certain Sections of this Indenture relating to
Sections 3.10 through 3.18,

inclusive, of the Trust Indenture Act of 1939:


 


	Trust Indenture Act Section	 	Indenture Section
	§ 310(a)(1)	 	609
	(a)(2)	 	609
	(a)(3)	 	Not Applicable
	(a)(4)	 	Not Applicable
	(a)(5)	 	609
	(b)	 	608
	§ 311(a)	 	613
	(b)	 	613
	§ 312(a)	 	701
	(b)	 	702
	(c)	 	702
	§ 313(a)	 	703
	(b)	 	Article 14, Not Applicable
	(c)	 	703
	(d)	 	703
	§ 314(a)	 	704
	(b)	 	Article 14, Not Applicable
	(c)	 	102
	(d)	 	Article 14, Not Applicable
	(e)	 	102
	§ 315(a)	 	601, 603
	(b)	 	602
	(c)	 	601
	(d)	 	601, 603
	(e)	 	514
	§ 316(a)(1)(A)	 	512
	(a)(1)(B)	 	513
	(a)(2)	 	Not Applicable
	(b)	 	508
	(c)	 	104
	§ 317(a)(1)	 	503
	(a)(2)	 	504
	(b)	 	10.03
	§ 318	 	107


 


NOTE: This reconciliation and tie shall not, for any purpose, be deemed
to be part of the Indenture.


 






    


     


    

 





TABLE OF CONTENTS


 


	ARTICLE
    One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1




 


	Section 1.01.	Definitions	1
	Section 1.02.	Compliance Certificates and Opinions	7
	Section 1.03.	Form of Documents Delivered to Trustee	8
	Section 1.04.	Acts of Holders; Record Dates	8
	Section 1.05.	Notices, Etc., to Trustee and Company	10
	Section 1.06.	Notice to Holders; Waiver	10
	Section 1.07.	Conflict with Trust Indenture Act	11
	Section 1.08.	Effect of Headings and Table of Contents	11
	Section 1.09.	Successors and Assigns	11
	Section 1.10.	Separability Clause	11
	Section 1.11.	Benefits of Indenture	11
	Section 1.12.	Governing Law	11
	Section 1.13.	Legal Holidays	12
	Section 1.14.	Language of Notices, Etc.	12
	 	 	 



 


	ARTICLE Two SECURITY FORMS	12
	 	 	 



 


	Section 2.01.	Forms Generally	12
	Section 2.02.	Form of Legend for Global Securities	12
	Section 2.03.	Form of Trustee’s Certificate of Authentication	13
	Section 2.04.	Securities in Global Form	13
	 	 	 
	ARTICLE Three THE SECURITIES	14
	 	 	 
	Section 3.01.	Amount Unlimited; Issuable in Series	14
	Section 3.02.	Denominations	18
	Section 3.03.	Execution, Authentication, Delivery and Dating	18
	Section 3.04.	Temporary Securities	19
	Section 3.05.	Registration, Registration of Transfer and Exchange	19
	Section 3.06.	Mutilated, Destroyed, Lost and Stolen Securities	21
	Section 3.07.	Payment of Interest; Interest Rights Preserved	22
	Section 3.08.	Persons Deemed Owners	23
	Section 3.09.	Cancellation	23
	Section 3.10.	Computation of Interest	23
	Section 3.11.	CUSIP Numbers	23



 






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	ARTICLE Four SATISFACTION AND DISCHARGE 	24







 





	Section 4.01.	Satisfaction and Discharge of Indenture	24
	Section 4.02.	Application of Trust Money	25
	 	 	 
	ARTICLE Five REMEDIES	25
	 	 	 
	Section 5.01.	Events of Default	25
	Section 5.02.	Acceleration of Maturity; Rescission and Annulment	26
	Section 5.03.	Collection of Indebtedness and Suits for Enforcement by Trustee	27
	Section 5.04.	Trustee May File Proofs of Claim	27
	Section 5.05.	Trustee May Enforce Claims Without Possession of Securities	28
	Section 5.06.	Application of Money Collected	28
	Section 5.07.	Limitation on Suits	29
	Section 5.08.	Unconditional Right of Holders to Receive Principal, Premium and Interest	29
	Section 5.09.	Restoration of Rights and Remedies	29
	Section 5.10.	Rights and Remedies Cumulative	30
	Section 5.11.	Delay or Omission Not Waiver	30
	Section 5.12.	Control by Holders	30
	Section 5.13.	Waiver of Past Defaults	30
	Section 5.14.	Undertaking for Costs	31
	Section 5.15.	Waiver of Usury, Stay or Extension Laws	31
	 	 	 
	ARTICLE Six THE TRUSTEE	31
	 	 	 
	Section 6.01.	Certain Duties and Responsibilities	31
	Section 6.02.	Notice of Defaults	31
	Section 6.03.	Certain Rights of Trustee	32
	Section 6.04.	Not Responsible for Recitals or Issuance of Securities	33
	Section 6.05.	May Hold Securities	33
	Section 6.06.	Money Held in Trust	33
	Section 6.07.	Compensation and Reimbursement	33
	Section 6.08.	Conflicting Interests	34
	Section 6.09.	Corporate Trustee Required; Eligibility	34
	Section 6.10.	Resignation and Removal; Appointment of Successor	34
	Section 6.11.	Acceptance of Appointment by Successor	35
	Section 6.12.	Merger, Conversion, Consolidation or Succession to Business	36
	Section 6.13.	Preferential Collection of Claims Against Company	36
	Section 6.14.	Appointment of Authenticating Agent	36
	Section 6.15.	Rules by Trustee	37




 






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	ARTICLE Seven HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY	38
	 	 	 
	Section 7.01.	Company to Furnish Trustee Names and Addresses of Holders	38
	Section 7.02.	Preservation of Information; Communications to Holders	38
	Section 7.03.	Reports by Trustee	38
	Section 7.04.	Reports by Company	38
	 	 	 
	ARTICLE Eight CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE	39
	 	 	 
	Section 8.01.	Company May Consolidate, Etc., Only on Certain Terms	39
	Section 8.02.	Successor Substituted	40
	 	 	 
	ARTICLE Nine SUPPLEMENTAL INDENTURES	40
	 	 	 
	Section 9.01.	Supplemental Indentures Without Consent of Holders	40
	Section 9.02.	Supplemental Indentures With Consent of Holders	41
	Section 9.03.	Execution of Supplemental Indentures	42
	Section 9.04.	Effect of Supplemental Indentures	43
	Section 9.05.	Conformity with Trust Indenture Act	43
	Section 9.06.	Reference in Securities to Supplemental Indentures	43
	 	 	 
	ARTICLE Ten COVENANTS	43
	 	 	 
	Section 10.01.	Payment of Principal, Premium and Interest	43
	Section 10.02.	Maintenance of Office or Agency	43
	Section 10.03.	Money for Securities Payments to Be Held in Trust	44
	Section 10.04.	Statement by Officers as to Default	45
	Section 10.05.	Existence	45
	Section 10.06.	Waiver of Certain Covenants	45
	 	 	 
	ARTICLE Eleven REDEMPTION OF SECURITIES	45
	 	 	 
	Section 11.01.	Applicability of Article	45
	Section 11.02.	Election to Redeem; Notice to Trustee	46
	Section 11.03.	Selection by Trustee of Securities to Be Redeemed	46
	Section 11.04.	Notice of Redemption	47
	Section 11.05.	Deposit of Redemption Price	48
	Section 11.06.	Securities Payable on Redemption Date	48
	Section 11.07.	Securities Redeemed in Part	48
	 	 	 
	ARTICLE Twelve SINKING FUNDS	48
	 	 	 
	Section 12.01.	Applicability of Article	48
	Section 12.02.	Satisfaction of Sinking Fund Payments with Securities	49
	Section 12.03.	Redemption of Securities for Sinking Fund	49




 






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	ARTICLE Thirteen DEFEASANCE AND COVENANT DEFEASANCE	49
	 	 	 
	Section 13.01.	Company’s Option to Effect Defeasance or Covenant Defeasance	49
	Section 13.02.	Defeasance and Discharge	49
	Section 13.03.	Covenant Defeasance	50
	Section 13.04.	Conditions to Defeasance or Covenant Defeasance	50
	Section 13.05.	Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous Provisions	52
	Section 13.06.	Reinstatement	53
	 	 	 
	ARTICLE Fourteen SUBORDINATION OF SECURITIES	53
	 	 	 
	ARTICLE Fifteen GUARANTEES	53




 






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INDENTURE, dated as of           , 20 between Five Star Senior
Living Inc., a corporation organized and existing under the laws of the State of Maryland (herein called the “Company”) having
its principal office at 400 Centre Street, Newton, Massachusetts 02458, and U.S. Bank National Association, a national banking organization
organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).


 


RECITALS OF THE
COMPANY


 


The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness
(herein called the “Securities”), to be issued in one or more series as in this Indenture provided.


 


All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.


 


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


 


For and in consideration of the premises and the
purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the
Securities or of series thereof, as follows:


 


ARTICLE
One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


 


Section 1.01.     
Definitions


 


For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:


 


(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;


 


(b)              
all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;


 


(c)              
all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with United States generally
accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles”
with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the
Issue Date;


 


(d)              
unless otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a
consolidated basis in accordance with generally accepted accounting principles;


 


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


 


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


 






    1


     


    

 


Certain terms used principally in Article Fourteen,
are defined in that Article.


 


“Act,” when used with respect to any
Holder, has the meaning specified in Section 1.04.


 


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


 


“Authenticating Agent” means any Person
authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.


 


“Authorized Newspaper” means a newspaper,
in the English language or in an official language of the country of publication, customarily published on each Business Day, whether
or not published on Saturdays, Sundays or holidays, and of general circulation in each place in connection with which the term is used
or in the financial community of each such place. Where successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in the same city meeting the foregoing requirements and in
each case on any Business Day.


 


“Bankruptcy Law” means Title 11, United
States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law relating to bankruptcy, insolvency, receivership,
winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.


 


“Board” means either the board of directors
of the Company or any duly authorized committee of that board.


 


“Board Resolution” means a copy of
a resolution certified by a Secretary or Assistant Secretary of the Company to have been duly adopted by the Board and to be in full force
and effect on the date of such certification, and delivered to the Trustee.


 


“Business Day,” when used with respect
to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in
that Place of Payment are authorized or obligated by law or executive order to close.


 


“Commission” means the Securities and
Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument
such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such
duties at such time.


 


“Company” means the Person named as
the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Company” shall mean such successor Person.


 


“Company Request” or “Company
Order” means a written request or order signed in the name of the Company by a Managing Director, its Chief Executive Officer, its
Chief Operating Officer, its Chief Financial Officer, its President or a Vice President, and by its Treasurer, an Assistant Treasurer,
its Controller, its Secretary or an Assistant Secretary, and delivered to the Trustee.


 


“Corporate Trust Office” means the
principal office of the Trustee at which at any particular time its corporate trust business shall be administered, which on the date
hereof is located at .


 


“corporation” means a corporation,
association, partnership, limited liability, joint-stock or other company, real estate investment trust or business trust.


 






    2


     


    

 


“Covenant Defeasance” has the meaning
specified in Section 13.03.


 


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


 


“Defaulted Interest” has the meaning
specified in Section 3.07.


 


“Defeasance” has the meaning specified
in Section 13.02.


 


“Depositary” means, with respect to
Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under
the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.01.


 


“Event of Default” has the meaning
specified in Section 5.01.


 


“Exchange Act” means the Securities
Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.


 


“Expiration Date” has the meaning specified
in Section 1.04.


 


“Global Security” means a Security
that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.02 (or such legend as may be specified
as contemplated by Section 3.01 for such Securities).


 


“Government Obligation” has the meaning
specified in Section 13.04.


 


“Holder” means a Person in whose name
a Security is registered in the Security Register.


 


“Indenture” means this instrument
as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. The term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 3.01.


 


“interest,” when used with respect
to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.


 


“Interest Payment Date,” when used
with respect to any Security, means the Stated Maturity of an installment of interest on such Security.


 


“Issue Date” means the date of initial
issuance of the Securities pursuant to this Indenture.


 






    3


     


    

 


“Maturity,” when used with respect
to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.


 


“Notice of Default” means a written
notice of the kind specified in Section 5.01(d).


 


“Officer’s Certificate” means
a certificate signed on behalf of the Company by a Managing Director, the Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, the President, a Vice President, the Treasurer, an Assistant Treasurer, the Controller, the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee.


 


“Opinion of Counsel” means a written
opinion of legal counsel addressed to the Trustee. The counsel may be an employee of or counsel to the Company or any Affiliate.


 


“Original Issue Discount Security”
means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.02.


 


“Outstanding,” when used with respect
to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:


 


		(i)	Securities theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;



 


		(ii)	Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying
Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;



 


		(iii)	Securities as to which Defeasance has been effected pursuant to Section 13.02 or satisfaction and discharge has been effected pursuant
to Article Four; and



 


		(iv)	Securities which have been paid pursuant to Section 3.06 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of
the Company;



 


provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent,
waiver or other action hereunder as of any date, or whether a quorum is present at a meeting of Holders of Securities, (A) the principal
amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which
would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.02, (B) if, as of
such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security
which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.01, (C) the principal
amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be
the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.01, of the principal amount
of such Security (or, in the case of a Security described in clause (A) or (B) above, of the amount determined as provided in such clause),
and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor
shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon
any such request, demand, authorization, direction, notice, consent, waiver or other action, or upon any such determination as to the
presence of a quorum, only Securities that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction
of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other obligor.


 






    4


     


    

 


“Paying Agent” means any Person authorized
by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.


 


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


 


“Place of Payment,” when used with
respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities
of that series are payable as specified as contemplated by Section 3.01.


 


“Predecessor Security” of any particular
Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and,
for the purposes of this definition, any Security authenticated and delivered under Section 3.06 in exchange for or in lieu of a mutilated,
destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.


 


“Redemption Date,” when used with respect
to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption Price,” when used with
respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.


 


“Regular Record Date” for the interest
payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section
3.01.


 


“Responsible Officer,” when used with
respect to the Trustee, means the chairman or any vice-chairman of the board of directors, the chairman or any vice-chairman of the executive
committee of the board of directors, the chairman of the trust committee, the president, any vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any assistant cashier, any trust officer or assistant trust officer, the
controller or any assistant controller or any other officer of the Trustee customarily performing functions similar to those performed
by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom
such matter is referred because of his or her knowledge of and familiarity with the particular subject and who shall have responsibility
for the administration of this Indenture.


 


“Securities” has the meaning stated
in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.


 


“Securities Act” means the Securities
Act of 1933 and any statute successor thereto, in each case as amended from time to time.


 


“Security Register” and “Security
Registrar” have the respective meanings specified in Section 3.05.


 


“Senior Debt” has the meaning specified
in Article Fourteen.


 


“Special Record Date” for the payment
of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.07.


 


“Stated Maturity,” when used with respect
to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date
on which the principal of such Security or such installment of principal or interest is due and payable.


 


“Subsidiary” means a corporation
more than 50% of the outstanding voting stock of which is owned, directly or indirectly, by the Company or by one or more other
Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, “voting stock”
means the equity interest that ordinarily has voting power for the election of directors, managers or trustees of an entity, or
persons performing similar functions, whether at all times or only so long as no senior class of equity interest has such voting
power by reason of any contingency.


 






    5


     


    

 


“Trust Indenture Act” means the Trust
Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent required by any such amendment,
the Trust Indenture Act of 1939 as so amended.


 


“Trustee” means the Person named as
the “Trustee” in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder,
and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.


 


“Vice President,” when used with respect
to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after
the title “vice president.”


 


Section 1.02.     
Compliance Certificates and Opinions


 


Upon any application or request by the Company
to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and
opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officer’s
Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.


 


Every certificate or opinion with respect to compliance
with a condition or covenant provided for in this Indenture (except for certificates provided for in Section 10.04) shall include,


 


(1)              
a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein
relating thereto;


 


(2)              
a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(3)              
a statement that, in the opinion of each such individual, such individual has made such examination or investigation as is necessary
to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(4)              
a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.


 


Section 1.03.     
Form of Documents Delivered to Trustee


 


In any case where several matters are required
to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered
by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.


 






    6


     


    

 


Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless
such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect
to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be
based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the
Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are
erroneous.


 


Where any Person is required to make, give or execute
two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may,
but need not, be consolidated and form one instrument.


 


Section 1.04.     
Acts of Holders; Record Dates


 


Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied
in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed
in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section.


 


The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public
or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing
acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the
Trustee deems sufficient.


 


The ownership of Securities shall be proved by
the Security Register.


 


Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder
of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon
such Security.


 


The Company may set any day as a record date for
the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization,
direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities
of such series; provided, that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect
to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set
pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall
be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided, that no such action
shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of
Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Company from setting
a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall
be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant
series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in
writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.


 






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The Trustee may set any day as a record date
for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i)
any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.02, (iii) any request to institute proceedings
referred to in Section 5.07(b) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such
series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record
date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; provided, that no such action shall be effective hereunder unless taken on or prior to the
applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record
date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and
with no action by any Person be cancelled and of no effect), and nothing in this paragraph shall be construed to render ineffective
any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such
action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense,
shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company
in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.06.


 


With respect to any record date set pursuant to
this Section, the party hereto that sets such record date may designate any day as the “Expiration Date” and from time to
time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party in writing, and to each Holder of Securities of the relevant series in the manner
set forth in Section 1.06, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record
date set pursuant to this Section, the party hereto that sets such record date shall be deemed to have initially designated the 180th
day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided
in this paragraph.


 


Without limiting the foregoing, a Holder entitled
hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal
amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all
or any part of such principal amount.


 


Section 1.05.     
Notices, Etc., to Trustee and Company


 


Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished
to, or filed with,


 


(1)              
the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed
in writing to or with the Trustee at its Corporate Trust Office, Attention: ; or


 


(2)              
the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office
specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company.


 


Section 1.06.     
Notice to Holders; Waiver


 


Where this Indenture provides for notice to
Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each Holder affected by such event, at the address of such Holder as it appears in the Security
Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of
such notice. Notwithstanding any other provision of this Indenture or any Security of any series other than a provision that
expressly states that this paragraph is not applicable to the Securities of such series, when this Indenture or any Security
provides for notice of any event (including any notice of redemption) to a Holder of Securities in global form (whether by mail or
otherwise), such notice shall be sufficiently given if given to the Depositary for such Security (or its designee) pursuant to the
customary procedures of such Depositary. In any case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled
to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice
by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver.


 


In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be
made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.


 






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Section 1.07.     
Conflict with Trust Indenture Act


 


If any provision hereof limits, qualifies or conflicts
with a provision of the Trust Indenture Act which is required thereunder to be a part of and govern this Indenture, the latter provision
shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified
or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.


 


Section 1.08.     
Effect of Headings and Table of Contents


 


The Article and Section headings herein and the
Table of Contents hereof are for convenience only and shall not affect the construction hereof.


 


Section 1.09.     
Successors and Assigns


 


All covenants and agreements in this Indenture
by the Company shall bind its successors and assigns, whether so expressed or not.


 


Section 1.10.     
Separability Clause


 


In case any provision in this Indenture or in the
Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 


Section 1.11.     
Benefits of Indenture


 


Nothing in this Indenture or in the Securities,
express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, the holders of Senior Debt
and the Holders of Securities any benefit or any legal or equitable right, remedy or claim under this Indenture.


 


Section 1.12.     
Governing Law


 


This Indenture and the Securities shall be governed
by and construed in accordance with the law of the State of New York.


 






    9


     


    

 


Section 1.13.     
Legal Holidays


 


In any case where any Interest Payment Date, Redemption
Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision
of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply
in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity.


 


Section 1.14.     
Language of Notices, Etc.


 


Any request, demand, authorization, direction,
notice, consent or waiver required or permitted under this Indenture shall be in the English language, except that any published notice
may be in an official language of the country of publication.


 


ARTICLE
Two

SECURITY FORMS


 


Section 2.01.     
Forms Generally


 


The Securities of each series shall be in substantially
the forms set forth in Exhibit A hereto or in such other form (including temporary or permanent global form) as shall be established by
or pursuant to a Board Resolution or in one or more Officer’s Certificates or indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with
the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing
such Securities as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant
to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.03 for the authentication
and delivery of such Securities (or any such temporary global Security).


 


The definitive Securities shall be printed, lithographed
or engraved on steel engraved borders or may be produced in any other manner, all as determined by the officers executing such Securities,
as evidenced by their execution of such Securities.


 


Section 2.02.     
Form of Legend for Global Securities


 


Unless otherwise specified as contemplated by Section
3.01 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially
the following form:


 


THIS SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE
THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE
OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.


 






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


 


Section 2.03.     
Form of Trustee’s Certificate of Authentication


 


The Trustee’s certificates of authentication
shall be in substantially the following form:


 


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


 


	 	 
	 	As Trustee
	 	 	 
	 	By	 
	 	 	Authorized Signatory


 


Section 2.04.     
Securities in Global Form


 


If Securities of or within
a series are issuable in global form, as specified as contemplated by Section 3.01, then, notwithstanding clause (i) of Section 3.01
and the provisions of Section 3.02, any such Security shall represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate amount of Outstanding Securities from time to time endorsed
thereon and that the aggregate amount of Outstanding Securities represented thereby may from time to time be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in such manner and upon instructions given by such Person or
Persons as shall be specified therein or in the Company Order to be delivered to the Trustee pursuant to Section 3.03 or Section
3.04. Subject to the provisions of Section 3.03 and, if applicable, Section 3.04, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.03 or Section 3.04 has been, or simultaneously is, delivered, any
instructions by the Company with respect to endorsement or delivery or redelivery of a Security in global form shall be in writing
but need not comply with Section 1.02 and need not be accompanied by an Opinion of Counsel.


 






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The provisions of the last sentence of Section
3.03 shall apply to any Security represented by a Security in global form if such Security was never issued and sold by the Company and
the Company delivers to the Trustee the Security in global from together with written instructions (which need not comply with Section
1.02 and need not be accompanied by an Opinion of Counsel) with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence of Section 3.03.


 


Notwithstanding the provisions of Section 3.07,
unless otherwise specified as contemplated by Section 3.01, payment of principal of and any premium and interest on any Security in permanent
global form shall be made to the Person or Persons specified therein.


 


ARTICLE
Three

THE SECURITIES


 


Section 3.01.     
Amount Unlimited; Issuable in Series


 


The aggregate principal amount of Securities which
may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued in one or more series.
There shall be either (i) established in or pursuant to a Board Resolution and, subject to Section 3.03, set forth, or determined in the
manner provided, in an Officer’s Certificate, or (ii) established in one or more Officer’s Certificates or indentures supplemental
hereto, prior to the issuance of Securities of any series,


 


(a)              
the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series,
except to the extent that additional Securities of an existing series are being issued);


 


(b)              
any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which, pursuant to Section
3.03, are deemed never to have been authenticated and delivered hereunder);


 


(c)              
the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security
(or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest and the extent
to which, or the manner in which, any interest payable on a temporary global Security on an Interest Payment Date will be paid if other
than in the manner provided in Section 3.04;


 


(d)              
the date or dates on which the principal of any Securities of the series is payable;


 









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(e)              
 the rate or rates at which the Securities of the series shall bear interest, if any, or the method by which such rate shall be
determined, the date or dates from which such interest shall accrue, or the method by which such date or dates shall be determined, the
Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest
Payment Date;


 


(f)               
the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;


 


(g)              
the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the
series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which
any election by the Company to redeem the Securities shall be evidenced;


 


(h)              
the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous
provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and
conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;


 


(i)                
if other than minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof, the denominations in which Securities
of such series shall be issuable;


 


(j)                
whether the amount of payments of principal, premium, if any, or interest, if any, on the Securities of the series may be determined
with reference to an index, formula or other method (which index, formula or method may be based, without limitation, on one or more interest
rate, currency, commodity, equity or other indices), and the manner in which such amounts shall be determined;


 


(k)              
the currency or currencies, including composite currencies, in which payment of the principal of and any premium and interest on
any Securities of the series shall be payable, if other than the currency of the United States of America, and the manner of determining
the equivalent thereof in the currency of the United States of America for purposes of the definition of “Outstanding” in
Section 1.01;


 


(l)                
if the principal of and any premium and interest on the Securities of the series are to be payable, at the election of the Company
or a Holder thereof, in a currency or currencies, including composite currencies, other than that or those in which the Securities are
stated to be payable, the currency or currencies in which payment of the principal of and any premium and interest on Securities of such
series as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election
is to be made and the amount so payable (or the manner in which such amount shall be determined);


 


(m)            
if other than the principal amount thereof, the portion of the principal amount of any Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.02;


 









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(n)              
 if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one
or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such
date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity
other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such
case, the manner in which such amount deemed to be the principal amount shall be determined);


 


(o)              
any addition to or change in the provisions related to satisfaction and discharge in Article Four or defeasance in Article Thirteen,
or the inapplicability of such Articles or provisions therein to the Securities of such series;


 


(p)              
if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more temporary or
permanent Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends
which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.02 and any circumstances in
addition to or in lieu of those set forth in clause (a) of the last paragraph of Section 3.05 in which any such Global Security may be
exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered,
in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;


 


(q)              
any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of
the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.02;


 


(r)               
any addition to or change in the provisions set forth in Article Ten which applies to Securities of the series;


 


(s)               
if applicable, that the Securities of the series are convertible into or exchangeable for any securities of any Person (including
the Company), the period or periods within which, the price or prices at which and the terms and conditions upon which, and the limitations
and restrictions, if any, upon which, any Securities of the series shall be so convertible or exchangeable, and any additions or changes
to this Indenture, if any, to permit or facilitate such conversion or exchange;


 


(t)                
the place or places where any Securities of the series may be surrendered for registration of transfer, where Securities of the
series may be surrendered for exchange, where Securities of the series that are convertible or exchangeable may be surrendered for conversion
or exchange, as applicable, and where notices and demands to or upon the Company in respect of the Securities of the series and this Indenture
may be served;


 


(u)              
the form of the Securities of such series;


 


(v)              
whether the Securities of such series are to be issued as Original Issue Discount Securities and the amount of discount with which
such Securities may be issued;


 









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(w)            
 the guarantors, if any, of the Securities of such series, and the form and terms of the guarantees (including provisions relating
to seniority or subordination of such guarantees and the release of the guarantors), if any, of any payment or other obligations on such
Securities and any additions or changes to this Indenture to permit or facilitate guarantees of such Securities;


 


(x)              
whether the Securities of such series are subject to subordination and the terms of such subordination;


 


(y)              
if any payment or other obligations on Securities of such series are to be secured by any property, the nature of such security
and provisions related thereto;


 


(z)              
any restriction or condition on the transferability of the Securities of such series;


 


(aa)           
any addition or change in the provisions related to compensation and reimbursement of the Trustee which applies to Securities of
such series;


 


(bb)          
whether and in what circumstances, and the currency in which, the Company will pay additional amounts to any Holder of Securities
of the series that is not a United States Person (including the definition of that term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to redeem such Securities rather than pay such additional amounts (and the
terms of any such option);


 


(cc)           
provisions, if any, granting special rights to Holders of Securities of such series upon the occurrence of specified events;


 


(dd)          
any addition or change in the provisions related to supplemental indentures set forth in Sections 9.01, 9.02 and 9.04 which applies
to Securities of such series;


 


(ee)           
any modification to the subordination provisions set forth in Article Fourteen which applies to Securities of such series; and


 


(ff)             
any other terms of the Securities of such series (which terms shall not be inconsistent with the provisions of the Trust Indenture
Act, but may modify, amend, supplement or delete any of the terms of this Indenture with respect to such series).


 


All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and
(subject to Section 3.03) set forth, or determined in the manner provided, in the Officer’s Certificate referred to above or in
any such indenture supplemental hereto.


 


If any of the terms of the series are established
by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or
an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officer’s Certificate setting
forth the terms of the series.


 






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Section 3.02.     
Denominations


 





Unless otherwise provided as contemplated by Section
3.01 with respect to the Securities of any series, any Securities of such series, other than Securities issued in global form (which may
be of any denomination), shall be issuable in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.


 


Section 3.03.     
Execution, Authentication, Delivery and Dating


 


The Securities shall be executed on behalf of the
Company by its Chairman of the Board, its Vice Chairman of the Board, its President, one of its Vice Presidents or its Treasurer. The
signature of any of these officers on the Securities may be manual or facsimile.


 


Securities bearing the manual or facsimile signatures
of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices
at the date of such Securities.


 


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication,
together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order
shall authenticate and deliver such Securities. If the forms or terms of the Securities of the series have been established by or pursuant
to one or more Board Resolutions as permitted by Sections 201 and 3.01, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating,


 


(a)              
if the forms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 2.01, that such
forms have been established in conformity with the provisions of this Indenture;


 


(b)              
if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.01, that such
terms have been established in conformity with the provisions of this Indenture; and


 


(c)              
that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any
conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance
with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.


 


If such forms or terms have been so established,
the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect
the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably
acceptable to the Trustee.


 


Notwithstanding the
provisions of Section 3.01 and of the two preceding paragraphs, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officer’s Certificate otherwise required pursuant to Section 3.01 or the
Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraphs at or prior to the authentication of
each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.


 






    16


     


    

 


Each Security shall be dated the date of its authentication.


 


No Security shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially
in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing,
if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall
deliver such Security to the Trustee for cancellation as provided in Section 3.09, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.


 


Section 3.04.     
Temporary Securities


 


Pending the preparation of definitive Securities
of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which
are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other
variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.


 


If temporary Securities of any series are issued,
the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive
Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon
surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized
denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all
respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.


 


Section 3.05.     
Registration, Registration of Transfer and Exchange


 


The Company shall cause to
be kept at an office or agency to be maintained by the Company in accordance with Section 10.02 a register (being the combined
register of the Security Registrar and all transfer agents designated pursuant to Section 10.02 for the purpose of registration of
transfer of Securities and sometimes collectively referred to as the “Security Register”) in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and the registration of
transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities
and transfers of Securities as herein provided.


 






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Upon surrender for registration of transfer of
any Security of a series at the office or agency of the Company maintained pursuant to Section 10.02 for such purpose in a Place of Payment
for that series, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal
amount.


 


At the option of the Holder, Securities of any
series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal
amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled
to receive.


 


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


 


Every Security presented or surrendered for registration
of transfer or for exchange shall (if so required by the Company or the Trustee or any transfer agent) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof
or the attorney of such Holder duly authorized in writing.


 


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to
Section 3.04, 9.06 or 11.07 not involving any transfer.


 


If the Securities of any series (or of any series
and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange
any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of
business 15 days before any selection of Securities of that series to be redeemed and ending at the close of business on the day of the
mailing of the relevant notice of redemption, or (B) to register the transfer of or exchange any Security so selected for redemption,
in whole or in part, except the unredeemed portion of any Security being redeemed in part.


 






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The provisions of clauses (a), (b) and (c) below
shall apply only to Global Securities:


 


(a)               Notwithstanding
any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such
Global Security or a nominee thereof unless (i) such Depositary (A) has notified the Company that it is unwilling or unable to
continue as Depositary for such Global Security or (B) has ceased to be a clearing agency registered under the Exchange Act and, in
the case of each of (A) and (B), a successor Depositary is not appointed by the Company within 90 days after such notice is received
by the Company or the Company becomes aware of such cessation, respectively, (ii) there shall have occurred and be continuing an
Event of Default with respect to such Global Security and the Security Registrar has received a written request from an owner of a
beneficial interest in such Global Security to receive registered securities or (iii) there shall exist such circumstances, if any,
in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.01.


 


(b)              
Subject to clause (a) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities
issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security
shall direct.


 


(c)              
Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security
or any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered
in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary
for such Global Security or a nominee thereof.


 


Section 3.06.     
Mutilated, Destroyed, Lost and Stolen Securities


 


If any mutilated Security is surrendered to the
Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series
and of like tenor and principal amount and bearing a number not contemporaneously outstanding.


 


If there shall be delivered to the Company and
the Trustee (a) evidence to their satisfaction of the destruction, loss or theft of any Security and (b) such security or indemnity as
may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or
the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate
and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.


 


Notwithstanding the provisions of the previous
two paragraphs, in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company
in its discretion may, instead of issuing a new Security, pay such Security.


 


Upon the issuance of any new Security under this
Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.


 


Every new Security of any series issued
pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series
duly issued hereunder.


 


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


 






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Section 3.07.     
Payment of Interest; Interest Rights Preserved


 


Except as otherwise provided as contemplated by
Section 3.01 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided
for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.


 


Any interest on any Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”)
shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided in clause (a) or (b) below:


 


(a)              
The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or
their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest
proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held
in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix
a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior
to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.
The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause
notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities
of such series in the manner set forth in Section 1.06., not less than 10 days prior to such Special Record Date. Notice of the proposed
payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business
on such Special Record Date and shall no longer be payable pursuant to the following clause (b).


 


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


 


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


 


Section 3.08.     
Persons Deemed Owners


 


Prior to due presentment of a Security for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section
3.07) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.


 






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Section 3.09.     
Cancellation


 


All Securities surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the
Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee for cancellation
any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder
which the Company has not issued and sold, and all Securities so delivered shall be promptly cancelled by the Trustee. No Securities shall
be authenticated in lieu of or in exchange for any Securities cancelled as provided in this Section, except as expressly permitted by
this Indenture. All cancelled Securities held by the Trustee shall be disposed of as directed by a Company Order or, in the absence of
such a Company Order, in the Trustee’s customary manner, which manner shall be communicated in writing to the Company.


 


Section 3.10.     
Computation of Interest


 


Except as otherwise specified as contemplated by
Section 3.01 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year
of twelve 30-day months.


 


Section 3.11.     
CUSIP Numbers


 


The Company, in issuing the Securities, may
use “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use such “CUSIP” numbers in
notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any
defect in or omission of such numbers. The Company will notify the Trustee of any change in “CUSIP” numbers.


 


ARTICLE
Four

SATISFACTION AND DISCHARGE


 


Section 4.01.     
Satisfaction and Discharge of Indenture


 


This Indenture shall upon Company Request cease
to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided
for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when


 


(a)         
(a) either


 


		(i)	all Securities theretofore authenticated and delivered (other than (A) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.06 and (B) Securities for whose payment money has theretofore been deposited in trust
or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section
10.03) have been delivered to the Trustee for cancellation; or



 






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		(ii)	all such Securities not theretofore delivered to the Trustee for cancellation



 


(A)            
have become due and payable, or


 


(B)             
will become due and payable at their Stated Maturity within one year, or


 


(C)             
are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption
by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (A), (B) or (C) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the purpose money in an amount sufficient to pay and discharge the
entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest
to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date,
as the case may be; provided that with respect to a Redemption Date, if all or a portion of the Redemption Price is based on or consists
of a redemption premium that is required to be calculated based on a treasury rate or other floating or adjustable rate a specified number
of days prior to the redemption date, the Redemption Price deposited shall be sufficient for purposes of this paragraph to the extent
that the Redemption Price so deposited is calculated using an amount equal to such premium computed using such treasury rate or other
floating or adjustable rate as of such specified number of days preceding the date of such deposit;


 


(b)          
 the Company has paid or caused to be paid all other sums payable hereunder by the Company; and


 


(c)          
the Company has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.


 


Notwithstanding the satisfaction and discharge
of this Indenture, the obligations of the Company to the Trustee under Section 6.07, the obligations of the Trustee to any Authenticating
Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of this Section,
the obligations of the Trustee under Section 4.02 and the last paragraph of Section 10.03 shall survive such satisfaction and discharge.


 


Section 4.02.     
Application of Trust Money


 


Subject to the provisions of the last paragraph
of Section 10.03, all money deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest
for whose payment such money has been deposited with the Trustee. Money deposited pursuant to this Section not in violation of this Indenture
shall not be subject to claims of the Holders of Senior Debt under Article Fourteen.


 






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ARTICLE
Five

REMEDIES


 


Section 5.01.     
Events of Default


 


“Event of Default,” wherever used herein
with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):


 


(a)              
default in the payment of the principal of or any premium on any Security of that series at its Maturity; or


 


(b)              
default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such
default for a period of 30 days; or


 


(c)              
default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series and continuance of
such default for a period of 30 days; or


 


(d)               default
in the performance of, or breach of, any covenant of the Company in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section specifically dealt with 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 at least a majority 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


 


(e)              
the Company 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


 


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


 


(g)              
any other Event of Default provided with respect to Securities of that series.


 


Section 5.02.     
Acceleration of Maturity; Rescission and Annulment


 


If an Event of Default (other than an Event of
Default specified in Section 5.01(e) or 5.01(f)) with respect to Securities of any series at the time Outstanding occurs and is continuing,
then in every such case the Trustee or the Holders of not less than a majority of the principal amount of the Outstanding Securities of
that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue
Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal
amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in clause (e) or (f) of Section
5.01 with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series
(or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities
as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee
or any Holder, become immediately due and payable.


 






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At any time after such a declaration of acceleration
with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of
that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if


 


(a)         
the Company has paid or deposited with the Trustee a sum sufficient to pay


 


		(i)	all overdue interest on all Securities of that series,



 


		(ii)	the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration
of acceleration and any interest thereon at the rate or rates prescribed
therefor in such Securities,



 








		(iii)	to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in
such Securities, and



 


		(iv)	all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; and



 


(b)         
all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13.


 


No such rescission shall affect any subsequent
default or impair any right consequent thereon.


 


Section 5.03.     
Collection of Indebtedness and Suits for Enforcement by Trustee


 


The Company covenants that if


 


(a)              
default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues
for a period of 30 days, or


 


(b)              
default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any such premium (if any) and interest and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal and premium (if any) and on any overdue interest, at the rate or rates prescribed therefor
in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.


 


If an Event of Default with respect to Securities
of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of
the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem reasonably necessary to protect
and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise
of any power granted herein, or to enforce any other proper remedy.


 






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Section 5.04.     
Trustee May File Proofs of Claim


 


In case of any judicial proceeding relative
to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and
empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in
order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized
to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.07.


 


No provision of this Indenture shall be deemed
to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.


 


Section 5.05.     
Trustee May Enforce Claims Without Possession of Securities


 


All rights of action and claims under this Indenture
or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof
in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.


 


Section 5.06.     
Application of Money Collected


 


Any money collected by the Trustee pursuant to
this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment
if only partially paid and upon surrender thereof if fully paid:


 


FIRST: To the payment of all amounts due the Trustee
under Section 6.07;


 


SECOND: To the extent provided in Article Fourteen,
to the holders of the Senior Debt of the Company in accordance with Article Fourteen.


 


THIRD: To the payment of the amounts then due and
unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has
been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal
and any premium and interest, respectively; and


 


FOURTH: To the Company.


 






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Section 5.07.     
Limitation on Suits


 


No Holder of any Security of any series shall have
any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or
trustee, or for any other remedy under this Indenture or any Security of any series, unless


 


(a)              
such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of that series;


 


(b)              
the Holders of not less than a majority in principal amount of the Outstanding Securities of that series shall have made written
request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c)              
such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


(d)              
the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding;
and


 


(e)              
no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a
majority in principal amount of the Outstanding Securities of that series;


 


it being understood and intended that no one or more of such Holders
shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or any Security of any series
to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over
any other of such Holders or to enforce any right under this Indenture or any Security of any series, except in the manner herein or therein
provided and for the equal and ratable benefit of all of such Holders.


 


Section 5.08.     
Unconditional Right of Holders to Receive Principal, Premium and Interest


 


Notwithstanding any other provision of this Indenture,
but subject to Article Fourteen of this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional,
to receive payment of the principal of and any premium and (subject to Section 3.07) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement
of any such payment, and such rights shall not be impaired without the consent of such Holder.


 


Section 5.09.     
Restoration of Rights and Remedies


 


If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding,
the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.


 


Section 5.10.     
Rights and Remedies Cumulative


 


Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.06, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right
and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate right or remedy.


 






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Section 5.11.     
Delay or Omission Not Waiver


 


No delay or omission of the Trustee or of any Holder
of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute
a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the
case may be.


 


Section 5.12.     
Control by Holders


 


The Holders of a majority in principal amount of
the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series,
provided that


 


(a)              
such direction shall not be in conflict with any rule of law or with this Indenture, and


 


(b)              
the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


Section 5.13.     
Waiver of Past Defaults


 


The Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default
hereunder with respect to such series and its consequences, except a default


 


(a)              
in the payment of the principal of or any premium or interest on any Security of such series, or


 


(b)              
in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the
Holder of each Outstanding Security of such series affected.


 


Upon any such waiver, such default shall cease
to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 






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Section 5.14.     
Undertaking for Costs


 


In any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may
require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party
litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that neither this Section nor the Trust Indenture
Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the
Company.


 


Section 5.15.     
Waiver of Usury, Stay or Extension Laws


 


The Company covenants (to the extent that it may
lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage
of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance
of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any
such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer
and permit the execution of every such power as though no such law had been enacted.


 


ARTICLE
Six

THE TRUSTEE


 


Section 6.01.     
Certain Duties and Responsibilities


 


The duties and responsibilities of the Trustee
shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions
of this Section.


 


Section 6.02.     
Notice of Defaults


 


If a default occurs hereunder with respect to Securities
of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by
the Trust Indenture Act; provided, however, that in the case of any default of the character specified in clause (d) of Section 5.01 with
respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.


 






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Section 6.03.     
Certain Rights of Trustee


 


Subject to the provisions of Section 6.01:


 





(a)              
 the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)              
any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order,
and any resolution of the Board shall be sufficiently evidenced by a Board Resolution;


 


(c)              
whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior
to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the
absence of bad faith on its part, rely upon an Officer’s Certificate;


 


(d)              
the Trustee may consult with counsel of its own selection and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon;


 


(e)              
the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request
or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security
or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;


 


(f)               
the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it
may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney;


 


(g)              
the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through
agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(h)              
the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(i)                
the Trustee shall not be deemed to have notice of any default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate
Trust Office of the Trustee, and such notice references the Securities and this Indenture; and


 






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


 


Section 6.04.     
Not Responsible for Recitals or Issuance of Securities


 


The recitals contained herein and in the Securities,
except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor
any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use
or application by the Company of Securities or the proceeds thereof.


 


Section 6.05.     
May Hold Securities


 


The Trustee, any Authenticating Agent, any Paying
Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee
of Securities and, subject to Sections 6.08 and 6.13, may otherwise deal with the Company with the same rights it would have if it were
not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.


 


Section 6.06.     
Money Held in Trust


 


Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.


 


Section 6.07.     
Compensation and Reimbursement


 


The Company agrees


 


(1)              
to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall
not be limited by any provision of law in regard to the compensation of a trustee of an express trust);


 


(2)              
except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation
and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable
to its negligence or bad faith; and


 


(3)               to
indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith
on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the
costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.


 






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Section 6.08.     
Conflicting Interests


 


If the Trustee has or shall acquire a conflicting
interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and
in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such
Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to
Securities of more than one series [or a trustee under — list here any prior indentures between the Company and the Trustee that
have not been satisfied and discharged and that may be excluded by the proviso to Section 310(b)(1) of the Trust Indenture Act].


 


Section 6.09.     
Corporate Trustee Required; Eligibility


 


There shall at all times be one (and only one)
Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series.
Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such, and has a combined capital and surplus
of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of
its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act,
the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in
this Article.


 


Section 6.10.     
Resignation and Removal; Appointment of Successor


 


No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor
Trustee in accordance with the applicable requirements of Section 6.11.


 


The Trustee may resign at any time with respect
to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor
Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.


 


The Trustee may be removed at any time with respect
to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series,
delivered to the Trustee and to the Company.


 






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If at any time:


 





(1)              
 the Trustee shall fail to comply with Section 6.08 after written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or


 


(2)              
the Trustee shall cease to be eligible under Section 6.09 and shall fail to resign after written request therefor by the Company
or by any such Holder, or


 


(3)              
the Trustee shall become incapable of acting or shall be adjudged bankrupt or insolvent or a receiver of the Trustee or of its
property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee with
respect to all Securities, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of such Holder and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or Trustees.


 


If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more
series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that
or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or
all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence
of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority
in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee
so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11,
become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed
by the Company. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the
Holders of Securities of such series and accepted appointment in the manner required by Section 6.11, any Holder who has been a bona fide
Holder of a Security of such series for at least six months may, on behalf of such Holder and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.


 


The Company shall give notice of each resignation
and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect
to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.06. Each notice shall
include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.


 






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Section 6.11.     
Acceptance of Appointment by Successor


 





In case of the appointment hereunder of a successor
Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company
and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder.


 


In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee
with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor
Trustee shall accept such appointment and which (a) shall contain such provisions as shall be necessary or desirable to transfer and confirm
to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities
of that or those series to which the appointment of such successor Trustee relates, (b) if the retiring Trustee is not retiring with respect
to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee, and (c) shall 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, it being understood that nothing
herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall
be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee;
and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective
to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to
the Securities of that or those series to which the appointment of such successor Trustee relates.


 


Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.


 


No successor Trustee shall accept its appointment
unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.


 






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Section 6.12.     
Merger, Conversion, Consolidation or Succession to Business


 





Any corporation into which the Trustee may be merged
or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without
the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been
authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had
itself authenticated such Securities.


 


Section 6.13.     
Preferential Collection of Claims Against Company


 


If and when the Trustee shall be or become a creditor
of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Company (or any such other obligor). For purposes of Section 311(b)(4) and (6) of the Trust Indenture
Act:


 


(a)              
“cash transaction” means any transaction in which full payment for goods or securities sold is made within seven days
after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable upon demand;
and


 


(b)              
“self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn, negotiated
or incurred by the Company for the purpose of financing the purchase, processing, manufacturing, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession of, or a lien upon, the goods, wares or merchandise or
the receivables or proceeds arising from the sale of the goods, wares or merchandise previously constituting the security, provided the
security is received by the Trustee simultaneously with the creation of the creditor relationship with the Company arising from the making,
drawing, negotiating or incurring of the draft, bill of exchange, acceptance or obligation.


 


Section 6.14.     
Appointment of Authenticating Agent


 


The Trustee may appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Any such appointment shall be evidenced by an
instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to
the Company. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating
Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws
to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined
capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this
Section.


 






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Any corporation into which an Authenticating Agent
may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business
of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under
this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may resign at any time
by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating
Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or
upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions
of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice
of such appointment in the manner provided in Section 1.06. to all Holders of Securities of the series with respect to which such Authenticating
Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.


 


The Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed
for such payments, subject to the provisions of Section 6.07.


 


If an appointment with respect to one or more series
is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate
of authentication, an alternative certificate of authentication in the following form:


 


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


 


	 	As Trustee
	 	As Authenticating Agent
	 	By	 
	 	Authorized Signatory





 






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If all of the Securities of a series may not be
originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities upon original issuance
located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon original issuance, the Trustee,
if so requested by the Company in writing (which writing need not comply with Section 1.02 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section an Authenticating Agent having an office in a Place of Payment designated by the
Company with respect to such series of Securities.


 


Section 6.15.     
Rules by Trustee


 


The Trustee may make reasonable rules for any Act
of Holders or a meeting of Holders of one or more series of Securities.


 


ARTICLE
Seven

HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


 


Section 7.01.     
Company to Furnish Trustee Names and Addresses of Holders


 


The Company will furnish or cause to be furnished
to the Trustee


 


(a)              
semi-annually, not later than 15 days after each Regular Record Date or in the case of any series of Securities on which semi-annual
interest is not payable, not more than 15 days after such semi-annual dates specified by the Trustee, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Holders of Securities of each series as of the Regular Record Date or such semi-annual
date, as the case may be, and


 


(b)              
at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request,
a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; excluding from any such
list names and addresses received by the Trustee in its capacity as Security Registrar.


 


Section 7.02.     
Preservation of Information; Communications to Holders


 


The Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided
in Section 7.01 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a new list so furnished.


 


The rights of Holders to communicate with other
Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the
Trustee, shall be as provided by the Trust Indenture Act.


 





Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held
accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.


 






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Section 7.03.     
Reports by Trustee


 


The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in
the manner provided pursuant thereto.


 


A copy of each such report shall, at the time of
such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission
and with the Company. The Company will notify the Trustee when any Securities are listed on or delisted from any stock exchange.


 


Section 7.04.     
Reports by Company


 


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant
to the Trust Indenture Act at the times and in the manner provided pursuant thereto; provided that any such information, documents or
reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee within
15 days after the same is so required to be filed with the Commission.


 


ARTICLE
Eight

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


 


Section 8.01.     
Company May Consolidate, Etc., Only on Certain Terms


 


The Company shall 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 Person (other than a direct
or indirect wholly owned subsidiary of the Company), and the Company shall not permit any Person (other than a direct or indirect wholly
owned subsidiary of the Company) to consolidate with or merge into the Company, unless:


 


(a)              
The Company is the surviving corporation (as so defined in Section 1.01) or, in case the Company shall consolidate with or merge
into another Person or convey, transfer or lease all or substantially all of its properties and assets to any Person, the Person formed
by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, all
or substantially all of the properties and assets of the Company shall be a corporation (as so defined in Section 1.01) organized and
validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume,
by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of
this Indenture on the part of the Company to be performed or observed;


 





(b)              
 immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or
any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary 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


 


(c)              
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 Article and that all conditions precedent herein provided for relating to such transaction have been complied
with.


 






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Section 8.02.     
Successor Substituted


 


Upon any consolidation of the Company with, or
merger of the Company into, any other Person or any conveyance, transfer or lease all or substantially all of the properties and assets
of the Company in accordance with Section 8.01, the successor Person formed by such consolidation or into which the Company 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, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the
Securities.


 


ARTICLE
Nine

SUPPLEMENTAL INDENTURES


 


Section 9.01.     
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 and the assumption by any such successor of the covenants of the Company
herein and in the Securities; or


 


(b)              
to add to the covenants of the Company 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


 


(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


 


(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 in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or
facilitate the issuance of Securities in uncertificated form; or


 






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(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


 


(g)              
to establish the forms or terms of Securities of any series as permitted by Sections 2.01 and 3.01; 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 6.11; or


 


(i)                
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


 


(j)                
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


 


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


 


(l)                
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;


 


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


 


(n)              
to make any other provisions with respect to matters or questions arising under this 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.


 






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Section 9.02.     
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 any premium payable upon the redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 5.02, 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


 


(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)              
modify any of the provisions of this Section, Section 5.13 or Section 10.06, 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 6.11 and clause (h) of Section 9.01.


 


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.


 






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Section 9.03.     
Execution of Supplemental Indentures


 


In executing, or accepting the additional
trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee’s own rights,
duties or immunities under this Indenture or otherwise.


 


Section 9.04.     
Effect of Supplemental Indentures


 


Upon the execution of any supplemental indenture
under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound
thereby.


 


Section 9.05.     
Conformity with Trust Indenture Act


 


Every supplemental indenture executed pursuant
to this Article shall conform to the requirements of the Trust Indenture Act.


 


Section 9.06.     
Reference in Securities to Supplemental Indentures


 


Securities of any series authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation
in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Securities
of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.


 


ARTICLE
Ten

COVENANTS


 


Section 10.01. 
Payment of Principal, Premium and Interest


 


The Company covenants and agrees for the benefit
of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that
series in accordance with the terms of the Securities and this Indenture.


 


Section 10.02. 
Maintenance of Office or Agency


 


The Company will maintain in each Place of
Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for
payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Company in respect of the Securities of that series and this Indenture may be served. The Company will give prompt
written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company
hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.


 






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The Company may also from time to time designate
one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes
and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of
any such other office or agency.


 


Section 10.03. 
Money for Securities Payments to Be Held in Trust


 


If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest
on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient
to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed
of as herein provided and will promptly notify the Trustee of its action or failure so to act.


 


Whenever the Company shall have one or more Paying
Agents for any series of Securities, it will, prior to each due date of the principal of or any premium or interest on any Securities
of that series, deposit with a Paying Agent a sum sufficient to pay the principal and any premium or interest so becoming due, such sum
to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure so to act.


 


The Company will cause each Paying Agent for any
series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree
with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture
Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Company (or any other obligor upon the Securities
of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith
pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.


 


The Company may at any time, for the purpose of
obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent
to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts
as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to such money.


 






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Any money deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the principal of or any premium or interest on any Security
of any series and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper in each Place of Payment, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the Company.


 


Section 10.04. 
Statement by Officers as to Default


 


The Company will deliver to the Trustee, within
120 days after the end of each fiscal year of the Company ending after the date hereof, an Officer’s Certificate, stating whether
or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions
and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company
shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.


 


Section 10.05. 
Existence


 


Subject to Article Eight, the Company will do or
cause to be done all things necessary to preserve and keep in full force and effect its existence, rights (charter and statutory) and
franchises; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Company.


 


Section 10.06. 
Waiver of Certain Covenants


 


Except as otherwise specified as contemplated by
Section 3.01 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance
to comply with any term, provision or condition set forth in any covenant provided pursuant to clause (r) of Section 3.01 or clause (b)
or (g) of Section 9.01 for the benefit of the Holders of such series or in Section 10.05, if before the time for such compliance the Holders
of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force
and effect.


 


ARTICLE
Eleven

REDEMPTION OF SECURITIES


 


Section 11.01. 
Applicability of Article


 


Securities of any series which are redeemable before
their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section
3.01 for such Securities) in accordance with this Article.


 






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Section 11.02. 
Election to Redeem; Notice to Trustee


 


The election of the Company to redeem any Securities
shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.01 for such Securities. In case of
any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only
a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed (unless all of the Securities of a specified tenor are to be
redeemed). In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officer’s Certificate evidencing
compliance with such restriction.


 


Section 11.03. 
Selection by Trustee of Securities to Be Redeemed


 


If less than all the Securities of any series are
to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects
only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date
by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by such method as the Trustee shall
deem appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series,
provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be
less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor
are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days (subject to Section 11.04) prior to the Redemption Date by the Trustee, from the Outstanding Securities of such
series and specified tenor not previously called for redemption in accordance with the preceding sentence.


 


The Trustee shall promptly notify the Company in
writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid,
the principal amount thereof to be redeemed.


 


The provisions of the two preceding paragraphs
shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in
part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized
denomination (which shall not be less than the minimum authorized denomination) for such Security.


 


For all purposes of this Indenture, unless the
context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed
or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.


 






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Section 11.04. 
Notice of Redemption


 


Notice of redemption shall be given in the manner
provided in Section 1.06. to the Holders of Securities to be redeemed not less than 30 nor more than 60 days prior to the Redemption Date,
except that any notice of redemption may be given more than 60 days prior to a Redemption Date if the notice is issued in connection with
a Defeasance of Securities pursuant to Article Thirteen hereof or a satisfaction and discharge of this Indenture pursuant to Article Four
hereof. In connection with any redemption of Securities, any such redemption may, at the Company’s discretion, be subject to satisfaction
of one or more conditions precedent. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent,
such notice may state that, in the Company’s discretion, the Redemption Date may be delayed until such time as any or all such conditions
shall be satisfied (or waived by the Company in its sole discretion), or such redemption may not occur and such notice may be rescinded
in the event that any or all such conditions shall not have been satisfied (or waived by the Company in its sole discretion) by the Redemption
Date, or by the Redemption Date so delayed.


 


All notices of redemption shall state:


 


(a)              
the Redemption Date,


 


(b)              
the Redemption Price,


 


(c)              
if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification
(and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and,
if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of
the particular Security to be redeemed,


 


(d)              
that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable,
that interest thereon will cease to accrue on and after said date,


 


(e)              
the place or places where such Securities are to be surrendered for payment of the Redemption Price,


 


(f)               
that the redemption is for a sinking fund, if such is the case,


 


(g)              
the applicable “CUSIP” numbers, if any, and


 


(h)              
if applicable, that such redemption may be subject to satisfaction of one or more conditions precedent.


  


Notice of redemption of Securities to be redeemed
at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the
expense of the Company.


 






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Section 11.05. 
Deposit of Redemption Price


 


Prior to 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 10.03) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.


 


Section 11.06. 
Securities Payable on Redemption Date


 


Notice of redemption having been given as aforesaid,
the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 3.01, installments of interest whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.07.


 


If any Security called for redemption shall not
be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date
at the rate prescribed therefor in the Security.


 


Section 11.07. 
Securities Redeemed in Part


 


Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or the attorney of such
Holder duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security
so surrendered.


 


ARTICLE
Twelve

SINKING FUNDS


 


Section 12.01. 
Applicability of Article


 


The provisions of this Article shall be applicable
to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.01 for such
Securities.


 


The minimum amount of any sinking fund payment
provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,” and any payment in
excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment.”
If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02.


 






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Each sinking fund payment shall be applied to the
redemption of Securities as provided for by the terms of such Securities.


 


Section 12.02. 
Satisfaction of Sinking Fund Payments with Securities


 


The Company (1) may deliver Outstanding Securities
of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for
by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to
be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities
so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.


 


Section 12.03. 
Redemption of Securities for Sinking Fund


 


Not less than 30 days prior to each sinking fund
payment date for any Securities, the Company will deliver to the Trustee an Officer’s Certificate specifying the amount of the next
ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant
to Section 12.02 and will also deliver to the Trustee any Securities to be so delivered. Not less than 15 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified
in Section 11.03 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner
provided in Section 11.04. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.06 and 11.07.


 


ARTICLE
Thirteen

DEFEASANCE AND COVENANT DEFEASANCE


 


Section 13.01. 
Company’s Option to Effect Defeasance or Covenant Defeasance


 


The Company may, at its option, at any time, elect
to have either Section 13.02 or Section 13.03 applied to any Securities or any series of Securities, as the case may be, upon compliance
with the conditions set forth below in this Article.


 


Section 13.02. 
Defeasance and Discharge


 


Upon the Company’s exercise under Section
13.01 hereof of the option to have this Section 13.02 applied to any Securities or any series of Securities, as the case may be, the Company
shall be deemed to have been discharged from its obligations, and the provisions of Article Fourteen shall cease to be effective, with
respect to such Outstanding Securities on the date the conditions set forth in Section 13.04 are satisfied (hereinafter “Defeasance”).
For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented
by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the
following, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Securities to receive,
solely from the trust fund described in Section 13.04 and as more fully set forth in such Section, payments in respect of the principal
of and any premium and interest on such Securities when such payments are due, (b) the Company’s obligations with respect to such
Securities under Sections 3.04, 305, 3.06, 10.02 and 10.03, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (d) this Article. Subject to compliance with this Article, the Company may exercise its option under this Section 13.02 notwithstanding
the prior exercise of its option under Section 13.03.


 






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Section 13.03. 
Covenant Defeasance


 


Upon the Company’s exercise under Section
13.01 hereof of the option to have this Section 13.03 applied to any Securities or any series of Securities, as the case may be, (a) the
Company shall be released from its obligations with respect to such Securities under Section 8.01, Section 10.05 and Section 10.06 and
any covenants provided pursuant to clause (r) of Section 3.01 or clause (b) or (g) of Section 9.01 for the benefit of the Holders of such
Securities, (b) the occurrence of any event specified in clause (c), (d) (with respect to any of Section 8.01, Section 10.05 or Section
10.06 and any such covenants provided pursuant to clause (r) of Section 3.01 or clause (b) or (g) of Section 9.01) or (g) of Section 5.01
shall not be deemed to be an Event of Default , and (c) the provisions of Article Fourteen shall cease to be effective, on and after the
date the conditions set forth in Section 13.04 are satisfied (hereinafter “Covenant Defeasance”). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect of
any term, condition or limitation set forth in any such Section or Article, whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or Article or by reason of any reference in any such Section or Article to any other provision herein
or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.


 






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Section 13.04. 
Conditions to Defeasance or Covenant Defeasance


 


The following shall be the conditions to the application
of either Section 13.02 or Section 13.03, as applicable, to any Securities or any series of Securities, as the case may be:


 


(a)              
The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the
requirements contemplated by Section 6.09 and agrees to comply with the provisions of this Article applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of
the Holders of such Securities, (i) money in an amount, or (ii) Government Obligations which through the scheduled payment of principal
and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment,
money in an amount, or (iii) a combination thereof, in each case sufficient to pay and discharge, and which shall be applied by the Trustee
(or any such other qualifying trustee) to pay and discharge, the principal of, and any premium (if any) and interest on, such Securities
on the respective Stated Maturities or the applicable Redemption Date, in accordance with the terms of this Indenture and such Securities;
provided that with respect to a Redemption Date, if all or a portion of the Redemption Price is based on or consists of a redemption premium
that is required to be calculated based on a treasury rate or other floating or adjustable rate a specified number of days prior to the
Redemption Date, the Redemption Price deposited shall be sufficient for purposes of the immediately preceding sentence to the extent that
the Redemption Price so deposited is calculated using an amount equal to such premium computed using such treasury rate or other floating
or adjustable rate as of such specified number of days preceding the date of such deposit. As used herein, “Government Obligations”
means, with respect to any series of Securities, securities that are (x) direct obligations of the government that issued the currency
in which such series is denominated (or, if such series is denominated in euros, the direct obligations of any government that is a member
of the European Monetary Union) for the payment of which such government’s full faith and credit is pledged or (y) obligations of
a Person controlled or supervised by and acting as an agency or instrumentality of such government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, which, in either case, are not callable or redeemable at the option
of the issuer thereof and shall also include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act)
as custodian with respect to any Government Obligation where the relevant government is the United States of America or a specific payment
of principal of or interest on any such Government Obligation held by such custodian for the account of the holder of such depositary
receipt, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the
holder of such depositary receipt from any amount received by the custodian in respect of such Government Obligation or the specific payment
of principal of or interest on such Government Obligation evidenced by such depositary receipt.


 


(b)               In
the event of an election to have Section 13.02 apply to any Securities or any series of Securities, as the case may be, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (i) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (ii) since the date of this Indenture, there has been a change in the
applicable Federal income tax law, in either case (i) or (ii) to the effect that the Holders of the Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes as a result of such deposit, Defeasance and discharge and
will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such
deposit, Defeasance and discharge had not occurred.


 






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(c)              
In the event of an election to have Section 13.03 apply to any Securities or any series of Securities, as the case may be, the
Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of the Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes as a result of such deposit and Covenant Defeasance and will be
subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant
Defeasance had not occurred.


 


(d)              
No Event of Default with respect to the Securities of such series shall have occurred and be continuing at the time of such deposit
(other than an Event of Default resulting from transactions occurring contemporaneously with the borrowing of funds, or the borrowing
of funds, to be applied to such deposit or other indebtedness which is being repaid, repurchased, redeemed, defeased (whether legal or
covenant defeasance) or discharged, and, in each case, the granting of liens in connection therewith).


 


(e)              
Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any material
agreement or instrument (other than this Indenture or any agreement or instrument governing any other indebtedness which is being repaid,
repurchased, redeemed, defeased (whether legal or covenant defeasance) or discharged) to which the Company is a party or by which the
Company is bound.


 


(f)               
The Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the Defeasance or the Covenant Defeasance have been satisfied.


 


The Defeasance or Covenant Defeasance will be effective
on the day on which all of the applicable conditions above have been satisfied. Upon satisfaction of such conditions, the Trustee shall,
upon written request, execute proper instrument(s) acknowledging such Defeasance or Covenant Defeasance.


 


Section 13.05. 
Deposited Money and Government Obligations to Be Held in Trust; Miscellaneous
Provisions


 


Subject to the provisions of the last paragraph
of Section 10.03, all money and Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying
trustee (solely for purposes of this Section and Section 13.06, the Trustee and any such other trustee are referred to collectively, for
purposes of this Section 13.05, as the “Trustee”) pursuant to Section 13.04 in respect of any Securities shall be held in
trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly
or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of
such Securities, of all sums due and to become due thereon in respect of principal and premium (if any) and interest, but such money need
not be segregated from other funds except to the extent required by law.


 


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the Government Obligations deposited pursuant to Section 13.04 or
the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of
the Holders of Outstanding Securities.


 


Anything in this Article Thirteen to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Obligations
held by it as provided in Section 13.04 hereof which, in the opinion or based on a report or certificate of a nationally recognized firm
of independent public accountants, investment bank or appraisal firm expressed in a written certification thereof delivered to the Trustee,
are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Defeasance or Covenant Defeasance,
as the case may be.


 






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Section 13.06. 
Reinstatement


 


If the Trustee or the Paying Agent is unable to
apply any money in accordance with Section 13.02 or 13.03 by reason of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application, then the Company’s obligations under this Indenture and the Securities of
such series shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with Section 13.02 or 13.03; provided, however, that if the
Company makes any payment of principal of (and premium, if any) or interest on any Security following the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of the Securities of such series to receive such payment from the money held
by the Trustee or the Paying Agent.


 


ARTICLE
Fourteen 


SUBORDINATION
OF SECURITIES


 


[Subordination provisions with respect to Junior
Subordinated Debt Securities to be provided here.]


 


ARTICLE
Fifteen

GUARANTEES


 


[Provisions for Subsidiary Guarantees to be provided
here, if applicable.]


 


This instrument may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one
and the same instrument. In proving the existence of this Indenture it shall not be necessary to produce more than one copy.


 






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In Witness Whereof, the parties hereto have caused
this Indenture to be duly executed, all as of the day and year first above written.


 





	 	FIVE STAR SENIOR LIVING INC.



 


	 	By	 
	 	 	Name:
	 	 	
    Title: 




 





	 	U.S. BANK NATIONAL ASSOCIATION



 


	 	By	 
	 	 	Name:
	 	 	Title:



 






    


    


    

 


EXHIBIT A


 


FORM OF REGISTERED
SECURITY


 


[Face of Registered
Security]


 


	No.	$


 


Five Star Senior Living Inc., a corporation organized
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 on [If the Security
is to bear interest prior to Maturity, insert — , and to pay interest thereon from or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on and in each year, commencing , at the rate of % per annum,
until the principal hereof is paid or made available for payment, provided that any principal and premium (if any), and any such installment
of interest, which is overdue shall bear interest at the rate of % per annum (to the extent that the payment of such interest shall be
legally enforceable), from the dates such amounts are due until they are paid or made available for payment, and such interest shall be
payable on demand. 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 the or (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].


 


[If the Security is not to bear interest prior
to Maturity, insert — The principal of this Security shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest
at the rate of % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts
are due until they are paid or made available for payment. Interest on any overdue principal or premium (if any) shall be payable on demand.
Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of % per annum (to the extent
that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded
is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]


 






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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 , 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; 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.


 


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


 


	Dated:	Five Star Senior Living Inc. Inc.
	 	 
	 	By:	 
	 	 	Title:


 


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


 


	Dated:	 
	 	 
	U.S. Bank National Association, As Trustee	
    

	 	 
	By:	 	 
	 	Authorized Signatory	 


 






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[Reverse of Registered Security]


 


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 [, as supplemented] (herein called the “Indenture,” which term shall have the meaning assigned to it in such instrument),
between the Company and , as Trustee (herein called the “Trustee,” which term includes any successor trustee under the Indenture),
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 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 [if applicable, insert — , limited in aggregate
principal amount to $ ].


 


[If applicable, insert — The Securities
of this series are subject to redemption upon not less than 30 days’ notice by mail or pursuant to such rules and procedures of
the Depositary that apply to such notices, [if applicable, insert — (1) on in any year commencing with the year and ending
with the year through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)]
at any time [if applicable, insert — on or after , ], as a whole or in part, at the election of the Company, at the following
Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert — on or before ,
%, and if redeemed] during the 12-month period beginning of the years indicated,


 


	Year	 	Redemption Price For

Redemption Through 

Operation

of the Sinking Fund	 	Redemption Price For

Redemption Otherwise Than

Through Operation of the 

Sinking

Fund
	 	 	 	 	 


 


and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption [if applicable, insert — (whether through operation of the sinking fund or otherwise)]
with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]


 


[If applicable, insert — The Securities
of this series are subject to redemption upon not less than 30 days’ notice by mail or pursuant to such rules and procedures of
the Depositary that apply to such notices, (1) on in any year commencing with the year and ending with the year through operation of
the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert — on or after , ], as
a whole or in part, at the election of the Company, at the Redemption Prices for redemption otherwise than through operation of the sinking
fund expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12-month period beginning
of the years indicated,


 


	Year	 	[Redemption Price For

Redemption Through 

Operation

of

the Sinking Fund]	 	Redemption Price [For

Redemption Otherwise Than

Through Operation of the

Sinking Fund]
	 	 	 	 	 


 


and thereafter at a Redemption Price equal to % of the principal amount,
together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the
Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders
of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Record Dates referred to
on the face hereof, all as provided in the Indenture.]


 






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[If applicable, insert — Notwithstanding
the foregoing, the Company may not, prior to , , redeem any Securities of this series as contemplated by [if applicable, insert
 — clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by the application, directly
or indirectly, of moneys borrowed having an interest cost to the Company (calculated in accordance with generally accepted financial practice)
of less than % per annum.]


 


[If applicable, insert — The sinking
fund for this series provides for the redemption on in each year beginning with the year and ending with the year of [if applicable,
insert — not less than $ (“mandatory sinking fund”) and not more than] $ aggregate principal amount of Securities
of this series. Securities of this series acquired or redeemed by the Company otherwise than through [if applicable, insert —
mandatory] sinking fund payments may be credited against subsequent [if applicable, insert — mandatory] sinking fund payments
otherwise required to be made [if applicable, insert — , in the inverse order in which they become due].]


 


[If the Security is subject to redemption of
any kind, insert — In the event of redemption of this Security in part only, a new Security or Securities of this series and
of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]


 


The indebtedness evidenced by this Security is,
to the extent set forth in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Debt,
and this Security is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Security, by accepting
the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on such Holder’s behalf to
take such action as may be necessary or appropriate to effectuate the subordination so provided and (c) appoints the Trustee to be such
Holder’s attorney-in-fact for any and all such purposes.


 


[If applicable, insert — The Indenture
contains provisions for 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.]


 


[If the Security is not an Original Issue Discount
Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal
of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]


 






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[If the Security is an Original Issue Discount
Security, insert — If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount
of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.
Such amount shall be equal to [— insert formula for determining the amount.] Upon payment (i) of the amount of principal
so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment
of such interest shall be legally enforceable), all of the Company’s obligations in respect of the payment of the principal of and
premium and interest, if any, on the Securities of this series shall terminate.]


 


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.


 


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 Securities of this series, the Holders of not less
than a majority in principal amount of the Securities of this series 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 Securities of this series 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.


 


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.


 






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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 the attorney of such Holder duly authorized in writing, and thereupon one
or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.


 


The Securities of this series are issuable only
in registered form without coupons in denominations of $ and any integral multiple of $ in excess thereof. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series 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.


 


Prior to due presentment of this Security for registration
of transfer, the Company, the Trustee and any agent of the Company 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 Trustee nor any
such agent shall be affected by notice to the contrary.


 


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


 








    A-6