DESCRIPTION
OF THE US PREFERRED SHARES
The US Pref Issuer’s
limited liability company agreement authorizes its board of managers to establish one or more series of US Preferred Shares representing
limited liability company interests of the US Pref Issuer. The US Pref Issuer’s board of managers is able to determine, with respect
to any series of US Preferred Shares, the terms and rights of that series, including:
| · | the designation of the series; |
| · | the number of preferred shares representing limited
liability company interests of the series; |
| · | whether distributions, if any, will be cumulative
or non-cumulative and the distribution rate of the series; |
| · | the dates at which distributions, if any, will
be payable; |
| · | the redemption rights and price or prices, if
any, for preferred shares representing limited liability company interests of the series; |
| · | the terms and amounts of any sinking fund provided
for the purchase or redemption of the preferred shares representing limited liability company interests of the series; |
| · | the amounts payable on preferred shares representing
limited liability company interests of the series in the event of our liquidation or dissolution; |
| · | whether the preferred shares representing limited
liability company interests of the series will be convertible into or exchangeable for interests of any other class or series or any other
security of our company or any other entity; |
| · | restrictions on the issuance of preferred shares
representing limited liability company interests of the series or of any shares representing limited liability company interests of any
other class or series; and |
| · | the voting rights, if any, of the holders of
the preferred shares representing limited liability company interests of the series. |
Guarantee
All US Preferred Shares issued
by the US Pref Issuer will be fully and unconditionally guaranteed by the Company. Set forth below is a summary of information concerning
the preferred share guarantees that the Company will execute and deliver for the benefit of the holders of any series of preferred shares
representing limited liability company interests offered by the US Pref Issuer. A Prospectus Supplement for an offering of US Preferred
Shares will contain more specific information about the terms of the preferred share guarantee.
Pursuant to each preferred
share guarantee, the Company will agree to pay in full, to the holders of US Preferred Shares issued by the US Pref Issuer, the guarantee
payments, except to the extent paid by the US Pref Issuer, as and when due, regardless of any defense, right of set-off or counterclaim
which the US Pref Issuer may have or assert. The following payments, without duplication, with respect to US Preferred Shares, to the
extent not paid by the US Pref Issuer, will be subject to the preferred share guarantee:
| · | any accumulated and unpaid distributions (as
described in the applicable share designation) that have been declared by the board of managers of the US Pref Issuer to be paid on the
US Preferred Shares out of funds legally available for such distributions; |
| · | any redemption price (as described in the applicable
share designation), plus all accrued and unpaid distributions to the date of redemption with respect to any US Preferred Shares called
for redemption by the US Pref Issuer or otherwise required to be redeemed by the terms of the applicable share designation; and |
| · | upon a voluntary or involuntary dissolution,
winding-up or liquidation of the US Pref Issuer, the aggregate stated liquidation preference and all accumulated and unpaid distributions,
whether or not declared, without regard to whether the US Pref Issuer has sufficient assets to make full payment as required on liquidation. |
The Company’s obligation
to make a guarantee payment may be satisfied by direct payment of the required amounts by the Company to the holders of US Preferred Shares
or by causing the US Pref Issuer to pay the amounts to the holders. Each preferred share guarantee will be subordinated to all of the
debt of the Company that is not stated to be pari passu or subordinate to the guarantee and will rank senior to the Class A
Shares.
