Definitions

Definitions.

"Additional Amounts" has the meaning assigned to such term in Section 2.3(i) of this Series D Preferred Share Designation.

"Articles" has the meaning assigned to such term in the introduction to this Series D Preferred Share Designation.

"Business Day" means any weekday in New York, New York that is not a day on which banking institutions in that city are authorized or required by law, regulation, or executive order to be closed.

"Calculation Agent" means the calculation agent for the Series D Preferred Shares, which shall be appointed by the Company prior to the First Reset Date and shall be a third party independent financial institution of national standing with experience providing services as a calculation agent.

"Change of Control" means the occurrence of the following:

any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders, is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of shares representing more than 50.0% of the voting power of the Company's Voting Equity Interests; or

(A) all or substantially all the assets of the Company and the Restricted Subsidiaries, taken as a whole, are sold or otherwise transferred to any person other than a Wholly-Owned Restricted Subsidiary or one or more Permitted Holders or (B) the Company consolidates, amalgamates or merges with or into another person or any person consolidates, amalgamates or merges with or into the Company, in either case under this clause (ii), in one transaction or a series of related transactions in which immediately after the consummation thereof persons beneficially owning (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) Voting Equity Interests representing in the aggregate a majority of the total voting power of the Voting Equity Interests of the Company immediately prior to such consummation do not beneficially own (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) Voting Equity Interests representing a majority of the total voting power of the Voting Equity Interests of the Company, or the applicable surviving or transferee person; provided that this clause shall not apply (I) in the case where immediately after the consummation of the transactions Permitted Holders, directly or indirectly, beneficially own Voting Equity Interests representing in the aggregate a majority of the total voting power of the Company, or the applicable surviving or transferee person, or (II) to any consolidation, amalgamation or merger of the Company with or into (1) a corporation, limited liability company or partnership or (2) a wholly-owned subsidiary of a corporation, limited liability company or partnership that, in either case, immediately following the transaction or series of transactions, has no person or group (other than Permitted Holders), which beneficially owns Voting Equity Interests representing 50.0% or more of the voting power of the total outstanding Voting Equity Interests of such entity.

"Code" has the meaning assigned to such term in Section 2.3(i) of this Series D Preferred Share Designation.

"Company" has the meaning assigned to such term in the introduction to this Series D Preferred Share Designation.

"Distribution Payment Date" means March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2023.

"Distribution Period" means the period from, and including, each Distribution Payment Date to, but excluding, the next succeeding Distribution Payment Date, except for the initial Distribution Period, which will be the period from, and including, March 15, 2023, to, but excluding, June 15, 2023.

"Distribution Rate" has the meaning assigned to such term in Section 2.3 of this Series D Preferred Share Designation.

"Equity Interests" means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership, limited liability company or business trust, partnership, membership or beneficial interests (whether general or limited) or shares in the capital of a company; (d) in the case of an exempted company, shares in the capital of the company; and (e) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing person (but excluding from the foregoing any debt securities convertible into Equity Interests, whether or not such debt securities include any right of participation with Equity Interests).

"First Reset Date" means June 15, 2028.

"Five-Year Treasury Rate" means, for any Reset Period commencing on or after the First Reset Date, the rate determined by the Calculation Agent on the Reset Distribution Determination Date and equal to:

The average of the yields to maturity on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five Business Days appearing under the caption ''Treasury Constant Maturities'' in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board, as determined by the Calculation Agent in its sole discretion; or

If no calculation is provided as described in clause (i), then the Calculation Agent, after consulting such sources as it deems comparable to any of the foregoing calculations, or any such source as it deems reasonable from which to estimate the Five-Year Treasury Rate, shall determine the Five-Year Treasury Rate in its sole discretion, provided that if the Calculation Agent determines there is an industry-accepted successor Five-Year Treasury Rate, then the Calculation Agent shall use such successor rate. If the Calculation Agent has determined a substitute or successor rate in accordance with the foregoing, the Calculation Agent, in its sole discretion, may determine the "business day" convention, the definition of "business day" and the Reset Distribution Determination Date to be used and any other relevant methodology for calculating such substitute or successor rate, including any adjustment factor needed to make such substitute or successor rate comparable to the rate described in clause (i), in a manner that is consistent with industry-accepted practices for such substitute or successor rate.

"Junior Securities" means the Common Shares and any other class or series of the Company's Equity Interests over which the Series D Preferred Shares have preference or priority in the payment of distributions or in the distribution of assets on the Company's liquidation, dissolution or winding up.

"Liquidation" has the meaning assigned to such term in Section 2.8(a) of this Series D Preferred Share Designation.

"Nonpayment" has the meaning set forth in Section 2.7(b)(i) of this Series D Preferred Share Designation.

"Other Voting Preferred Shares" has the meaning assigned to such term in Section 2.7(b)(i) of this Series D Preferred Share Designation.

"Parity Securities" means any class or series of the Company's Equity Interests that ranks equally with the Series D Preferred Shares in the payment of distributions and in the distribution of assets on the Company's liquidation, dissolution or winding up.

"Rating Event" means a change by any rating agency to the criteria employed by such rating agency as of March 15, 2023 for purposes of assigning ratings to securities with features similar to the Series D Preferred Shares, which change results in (i) any shortening of the length of time for which the criteria in effect as of March 15, 2023 are scheduled to be in effect with respect to the Series D Preferred Shares, or (ii) a lower equity credit being given to the Series D Preferred Shares than the equity credit that would have been assigned to the Series D Preferred Shares by such rating agency pursuant to the criteria in effect as of March 15, 2023.

"Reset Date" means the First Reset Date and each date falling on the fifth anniversary of the preceding Reset Date, whether or not a Business Day.

"Reset Distribution Determination Date" means, in respect of any Reset Period, the day falling three Business Days prior to the beginning of such Reset Period.

"Reset Period" means the period from, and including, the First Reset Date to, but excluding, the next following Reset Date and thereafter each period from, and including, each Reset Date to, but excluding, the next following Reset Date.

"Senior Securities" means any class or series of the Company's Equity Interests that has preference or priority over the Series D Preferred Shares in the payment of distributions or in the distribution of assets on the Company's liquidation, dissolution or winding up.

"Series D Holder" means, with respect to any Series D Preferred Shares, the Record Holder of such Series D Preferred Shares.

"Series D Liquidation Preference" means US$25.00 per Series D Preferred Share.

"Series D Nonpayment Board Expansion" has the meaning assigned to such term in Section 2.7(b)(i) of this Series D Preferred Share Designation.

"Series D Nonpayment Directors" has the meaning assigned to such term in Section 2.7(b)(i) of this Series D Preferred Share Designation.

"Series D Nonpayment Meeting" has the meaning assigned to such term in Section 2.7(b)(i) of this Series D Preferred Share Designation.

"Series D Preferred Share" means a 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Share of a par value of US$0.01 in the capital of the Company having the designations, preferences, rights, powers and duties set forth in this Series D Preferred Share Designation and the Articles.

"Series D Preferred Share Tax Redemption Event" means there is, in the Company's determination, a substantial probability that the Company or any entity formed by a consolidation, merger, amalgamation or other similar transaction involving the Company or the entity to which the Company conveys, transfers or leases all or substantially all of its properties and assets would be obligated to pay Additional Amounts on the next Distribution Payment Date with respect to the Series D Preferred Shares.

"Series D Record Date" means, with respect to any Distribution Payment Date, the 1st calendar day of the month of such Distribution Payment Date or such other record date fixed by the Directors as the Record Date for such Distribution Payment Date that is not more than 60 nor less than 10 days prior to such Distribution Payment Date.

"Taxing Jurisdiction" has the meaning assigned to such term in Section 2.3(i) of this Series D Preferred Share Designation.

Terms, Rights, Powers, Preferences and Duties of Series D Preferred Shares

Distribution Rate.

Distribution Payments.

Conventions.

Terms of Accrual.

Limitations following Non-Payment of Distributions.

Shorter Distribution Periods for Junior Securities or Parity Securities.

Distributions in Arrears.

Accumulated distributions in arrears on Series D Preferred Shares for any past Distribution Period may be declared by the Directors and paid on any date fixed by the Directors, whether or not a Distribution Payment Date, to Series D Holders on the Record Date for such payment, which may not be less than 10 days before such distribution. Any such payment shall be made in accordance with Section 2.3(b).

Subject to the next succeeding sentence, if all accumulated distributions in arrears on all Series D Preferred Shares and any Parity Securities have not been declared and paid, or sufficient funds for the payment thereof have not been set apart, payment of accumulated distributions in arrears will be made in order of their respective Distribution Payment Dates, commencing with the earliest Distribution Payment Date. If less than all distributions payable with respect to all Series D Preferred Shares and any Parity Securities are paid, any partial payment will be made pro rata with respect to the Series D Preferred Shares and any Parity Securities entitled to a distribution payment at such time in proportion to the aggregate amounts remaining due in respect of such Series D Preferred Shares and Parity Securities at such time.

Distributions on Junior Securities.

any tax, fee, duty, assessment or governmental charge of whatever nature that would not have been imposed but for the fact that such holder was a resident, citizen, domiciliary or national of, or engaged in business or maintained a permanent establishment or was physically present in, the relevant Taxing Jurisdiction or any political subdivision thereof or otherwise had some connection with the relevant Taxing Jurisdiction other than by reason of the mere ownership of, receipt of payment under, or enforcement of any rights under, such Series D Preferred Shares;

any estate, inheritance, gift, sale, transfer, personal property or similar tax, assessment or other governmental charge;

any tax, fee, assessment or other governmental charge that is payable otherwise than by withholding or deduction from payment on the Series D Preferred Shares;

any tax, fee, duty, assessment or other governmental charge that is imposed or withheld by reason of the failure by the holder of such Series D Preferred Shares to comply with any reasonable request by us addressed to the holder within 90 days of such request (1) to provide information concerning the nationality, citizenship, residence or identity of the holder or (2) to make any declaration or other similar claim or satisfy any information or reporting requirement, which is required or imposed by statute, treaty, regulation or administrative practice of the relevant Taxing Jurisdiction or any political subdivision thereof as a precondition to exemption from all or part of such tax, fee, duty, assessment or other governmental charge;

any taxes that are imposed as a result of the presentation of the Series D Preferred Shares for payment (where presentation is required) more than 30 days after the relevant amount is first made available for payment to the holder (except to the extent that the holder would have been entitled to Additional Amounts had the Series D Preferred Shares been presented on the last day of such 30 day period);

any withholding, deduction, tax, duty, assessment or other government charge pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to current Section 1471(b) of the Code or any amended or successor version described above, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code; or

any combination of items (i), (ii), (iii), (iv), (v) and (vi).

senior and prior to the Common Shares and any class or series of Preferred Shares that by its terms is designated as ranking junior to the Series D Preferred Shares;

pari passu with any class or series of Preferred Shares that by its terms is designated as ranking equal to the Series D Preferred Shares or does not state that it is junior or senior to the Series D Preferred Shares; and

junior to any class or series of Preferred Shares that is expressly designated as ranking senior to the Series D Preferred Shares (subject to receipt of any requisite consents prior to issuance).

Optional Redemption on or after June 15, 2028.

Optional Redemption Following a Rating Event.

Optional Redemption following a Series D Preferred Share Tax Redemption Event.

Optional Redemption following a Change of Control; Distribution Rate Step-Up following a Change of Control.

If the Company elects to redeem any Series D Preferred Shares, the Company will provide notice to the Series D Holders of the Series D Preferred Shares to be redeemed, not less than 30 days and not more than 60 days before the date fixed for redemption thereof (provided, however, that if the Series D Preferred Shares are held in book-entry form through the Depositary, the Company may give this notice in any manner permitted by the Depositary). Any notice given as provided in this Section 2.6 will be conclusively presumed to have been duly given, whether or not the Series D Holder receives such notice, and any defect in such notice or in the provision of such notice to any Series D Holder of Series D Preferred Shares designated for redemption will not affect the redemption of any other Series D Preferred Shares. Each notice of redemption shall state:

the redemption date;

the redemption price;

if fewer than all Series D Preferred Shares are to be redeemed, the number of Series D Preferred Shares to be redeemed; and

the manner in which the Series D Holders of Series D Preferred Shares called for redemption may obtain payment of the redemption price in respect of those shares.

If notice of redemption of any Series D Preferred Shares has been given and if the funds necessary for such redemption have been deposited by the Company in trust with a bank or the Depositary for the benefit of the Series D Holders of any Series D Preferred Shares so called for redemption, then from and after the redemption date such Series D Preferred Shares will no longer be deemed Outstanding for any purpose, all distributions with respect to such Series D Preferred Shares shall cease to accrue on the redemption date and all rights of the Series D Holders of such Series D Preferred Shares will terminate, except the right to receive the redemption price, without interest.

In the case of any redemption of only part of the Series D Preferred Shares at the time Outstanding, the Series D Preferred Shares to be redeemed will be selected either pro rata or by lot. Subject to the provisions of this Series D Preferred Share Designation and applicable law, the Directors will have the full power and authority to prescribe the terms and conditions upon which Series D Preferred Shares may be redeemed from time to time.

Any redemption of the Series D Preferred Shares pursuant to Section 2.5 shall be effected only out of funds legally available for such purpose.

Generally No Voting Rights; Votes Per Share.

Voting Rights Upon Nonpayment of Distributions.

Whenever distributions on any Series D Preferred Shares are in arrears for six or more quarterly Distribution Periods, whether or not consecutive (a "Nonpayment"), the upper limit of the number of Directors comprising the board of Directors under Article 23.1 shall be automatically increased by two (any such increase, a "Series D Nonpayment Board Expansion") if not already increased by two by reason of the appointment of Directors by the holders of any Other Voting Preferred Shares (as defined below) and the holders of Series D Preferred Shares, voting together as a single class. The Series D Holders, voting together as a single class with the holders of any series of Parity Securities then Outstanding upon which like voting rights have been conferred and are exercisable (any such series, "Other Voting Preferred Shares"), will be entitled to vote, by the affirmative vote of a majority of the votes entitled to be cast, for the appointment of two additional Directors ("Series D Nonpayment Directors") at a special meeting of the Series D Holders (any such meeting, a "Series D Nonpayment Meeting") and the holders of such Other Voting Preferred Shares and at each subsequent annual meeting of Common Members at which such Series D Nonpayment Directors are up for re-appointment; provided that when all distributions accumulated on the Series D Preferred Shares for all past Distribution Periods and the then current Distribution Period shall have been fully paid, the right of Series D Holders to appoint any Directors will cease and, unless there are any Other Voting Preferred Shares that are then entitled to vote for the election of Directors, the term of office of the Series D Nonpayment Directors will forthwith terminate, the office of such Series D Nonpayment Directors appointed by Series D Holders shall automatically be vacated and the upper limit of the number of Directors comprising the board of Directors under Article 23.1 shall be automatically reduced by two. However, the right of the Series D Holders and holders of any Other Voting Preferred Shares to appoint two additional Directors will again vest if and whenever six additional quarterly distributions have not been declared and paid, as set forth in this Section 2.7(b)(i). In no event shall the Series D Holders be entitled pursuant to these voting rights to elect a Director that would cause the Company to fail to satisfy a requirement relating to director independence of any national securities exchange or quotation system on which any class or series of the Company's Equity Interests is listed or quoted. For the avoidance of doubt, in no event shall the total number of Directors elected by Series D Holders and holders of any Other Voting Preferred Shares exceed two.

Following a Nonpayment, the Company may, and upon the written request of any Series D Holders (addressed to the Company) shall, call a Series D Nonpayment Meeting for the appointment of the Series D Nonpayment Directors by the Series D Holders and the Other Voting Preferred Shares. The Company shall, in its sole discretion, determine a date and a Record Date for such Series D Nonpayment Meeting, provide notice of such Series D Nonpayment Meeting and conduct such Series D Nonpayment Meeting, in each case applying procedures for general meetings set out in the Articles. Any subsequent annual general meeting of Common Members at which such Series D Nonpayment Directors are up for re-appointment shall be called and held applying procedures for annual general meetings set out in the Articles as if references to (A) Members and Common Members and (B) Outstanding Voting Shares were, solely with respect to the Series D Nonpayment Directors, references to Series D Holders and to Series D Preferred Shares, mutatis mutandis.

If, at any time when the voting rights conferred upon the Series D Preferred Shares are exercisable, any vacancy in the office of a Director appointed pursuant to the procedures described in this Section 2.7(b) shall occur, then such vacancy may be filled only by the remaining Director or by the affirmative vote of a majority of the votes entitled to be cast by the Series D Holders and holders of all Other Voting Preferred Shares, acting as a single class at a special meeting of Series D Holders and holders of any such Other Voting Preferred Shares. Any Director appointed pursuant to the procedures described in this Section 2.7(b) may be removed at any time, with or without cause, only by the affirmative vote of Series D Holders and holders of all Other Voting Preferred Shares, acting as a single class at a special meeting of Series D Holders and holders of any such Other Voting Preferred Shares, such removal to be effected by the affirmative vote of a majority of the votes entitled to be cast by the Series D Holders and holders of Other Voting Preferred Shares that are then entitled to vote for the election of Directors, and may not be removed by the holders of the Common Shares

Additional Voting Rights.

Creation and Issuance of Parity Securities and Junior Securities.

No Voting Rights Following Certain Redemption Events.

Limitations.

Upon the Company's voluntary or involuntary liquidation, dissolution or winding up ("Liquidation"), the Series D Holders shall be entitled to be paid out of the Company's assets legally available for distribution to the Members, before any distribution of assets is made to holders of the Common Shares or any other Junior Securities, a liquidating distribution in the amount of the Series D Liquidation Preference per Series D Preferred Share, plus an amount equal to accumulated and unpaid distributions thereon, if any, to, but excluding, the date of such liquidation distribution, whether or not declared, plus the sum of any declared and unpaid distributions for Distribution Periods prior to the Distribution Period in which the liquidation distribution is made and any declared and unpaid distributions for the then current Distribution Period in which the liquidation distribution is made to the date of such liquidation distribution. After payment to the Series D Holder of the full amount of the liquidating distributions to which the Series D Holders are entitled, the Series D Holders shall have no right or claim to any of the Company's remaining assets.

Distributions to Series D Holders will be made only to the extent that the Company's assets are available after satisfaction of all liabilities to creditors and subject to the rights of holders of any securities ranking senior to the Series D Preferred Shares. If, in the event of a Liquidation, the Company is unable to pay full liquidating distributions to the Series D Holders in accordance with the foregoing provisions of this Section 2.8 and to all Parity Securities in accordance with the terms thereof, then the Company shall distribute its assets to those holders ratably in proportion to the liquidating distributions which they would otherwise have received.

Nothing in this Section 2.8 shall entitle the Series D Holders to be paid any amount upon the occurrence of a Liquidation until holders of any classes or series of Senior Securities ranking, as to the distribution of assets upon a Liquidation, senior to the Series D Preferred Shares have been paid all amounts to which such classes or series of Senior Securities are entitled.

For the purposes of this Series D Preferred Share Designation, the Company's merger or consolidation with or into any other entity or by another entity with or into the Company or the sale, lease, exchange or other transfer of all or substantially all of the Company's assets (for cash, securities or other consideration) shall not be deemed to be a Liquidation. If the Company enters into any merger or consolidation transaction with or into any other entity and the Company is not the surviving entity in such transaction, the Series D Preferred Shares may be converted into shares of the surviving or successor entity or the direct or indirect parent of the surviving or successor entity having terms identical to the terms of the Series D Preferred Shares.