CAPELLA UK HOLDCO 4 LIMITED (the “Company”)

Project Gemini – Formalities Certificate – Capella UK Holdco 4 Limited

CAPELLA UK HOLDCO 4 LIMITED (the “Company”)

_____________________________________________________________________

Formalities Certificate _____________________________________________________________________

Date: ________ 2021

To: ACREFI Mortgage Lending, LLC as facility agent under the Senior Facilities Agreement (as defined below) for itself and behalf of each of the other Finance Parties (as defined under the Senior Facilities Agreement (as defined below));

I, the undersigned, acting as an authorised signatory of the Company, refer to the senior facilities agreement dated on or about the date hereof and made between, among others, the Company (as company), ACREFI Mortgage Lending, LLC (as the mandated lead arranger) and ACREFI Mortgage Lending, LLC (as facility agent and security agent) (the “Senior Facilities Agreement”).

Unless the context otherwise requires or unless otherwise defined herein, terms used in this certificate which are not defined herein shall bear the same meaning as such terms which are defined in the Senior Facilities Agreement as relevant.

I hereby certify (on behalf of the Company and without personal liability) that as at the date of this certificate:

1. I am authorised by the Company and duly empowered to give this certificate;

2. borrowing, securing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, securing guaranteeing or similar limit binding on the Company to be exceeded;

3. the persons listed in Schedule 1 to this certificate (the “Authorised Signatories”) are authorised to individually execute on behalf of the Company the Finance Documents to which the Company is a party and to sign, deliver or send individually any document, instrument, certificate, confirmation or notice relating thereto on behalf of the Company and the signatures appearing opposite the names of the Authorised Signatories in Schedule 1 to this certificate are true signatures;

4. attached at Schedule 2 is a true, complete, correct and up-to-date copy of the written resolutions of the Company taken on the date specified therein:

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(a) approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b) authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c) authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, to the extent applicable, any Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party;

5. attached at Schedule 3 is a true, complete, correct and up-to-date copy of the resolutions of the sole shareholder of the Company taken on the date specified therein approving the terms of, and transactions contemplated by, the Finance Documents to which it is a party;

6. attached at Schedule 4 is a true, correct, complete and up-to-date copy of the constitutional documents of the Company;

7. in respect of each Original Obligor incorporated in the United Kingdom whose shares are the subject of the Transaction Security (a “Charged Company”), either:

(a) each member of the Group has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies Act 2006 from that Charged Company; and

(b) no "warning notice" or "restrictions notice" (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of those shares,

or such Charged Company is not required to comply with Part 21A of the Companies Act 2006; and

8. each copy document relating to the Company specified in paragraph 1 of part 1 of schedule 7 (Conditions Precedent and Conditions Subsequent) to the Senior Facilities Agreement is correct, complete and in full force and effect as at a date no earlier than the date of the Utilisation Request under the Senior Facilities Agreement.


Schedule 2

Resolutions of the Board of Directors

Project Gemini – Board Resolutions – Capella UK Holdco 4 Limited

Company Number: 12591754

CAPELLA UK HOLDCO 4 LIMITED (the “Company”)

Written resolutions of the Board of Directors of the Company Passed on ________ 2021

1. PRELIMINARY MATTERS

1.1 We, the undersigned, being directors of the Company and the only persons entitled to receive notice, attend and vote at a meeting of the directors of the Company, hereby pass the following written resolutions in accordance with the Company’s articles of association as if they had been passed at a meeting of the directors of the Company duly convened.

1.2 Save for where otherwise defined in these resolutions, defined terms in these resolutions have the same meaning as given in the Senior Facilities Agreement.

2. DIRECTORS’ INTERESTS

2.1 Each director who is also a director of shareholders of the Company or any other company in the Group or in any way (whether directly or indirectly) interested in the documents, the resolutions or the transactions contemplated hereby confirms that he/she has disclosed the nature and extent of those interests in accordance with the Company’s articles of association and section 177 of the Companies Act 2006 (the “Act”). Each director, notwithstanding any such interest, pursuant to the Company’s articles of association, is entitled to pass these resolutions.

3. BACKGROUND AND PURPOSE

3.1 The Board of Directors of the Company (“Board”) note that the purpose of the resolutions, amongst others, is to approve the Transaction (as defined below) and entry by the Company into a senior facilities agreement to be made between, among others, the Company (as company), ACREFI Mortgage Lending, LLC (as the mandated lead arranger) and ACREFI Mortgage Lending, LLC (as facility agent and security agent) (the “Senior Facilities Agreement”);

3.2 It is further noted that it is a condition precedent of the Senior Facilities Agreement that the documents listed in Appendix A to these resolutions be entered into by the Company (as applicable) (the “Transaction Documents”).

3.3 It is noted that the purpose of the resolutions is to consider and, if thought fit to approve:

(A) the transactions and matters contemplated by each Transaction Document; and

(B) the execution by the Company of the Transaction Documents to which it is party.

3.4 In respect of the Company’s proposal to enter into the Senior Facilities Agreement as guarantor, the terms of the guarantee and indemnity are set out at clause 19 (Guarantee and Indemnity) of the Senior Facilities Agreement (the “Guarantee”).

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4. DOCUMENTS

4.1 Drafts of the Transaction Documents have been previously circulated and were considered by the Board.

5. CORPORATE BENEFIT

5.1 The interest and benefit to the Company of entering into the Transaction Documents, pursuant to which the Company, and entities within its corporate group, intend to indirectly acquire a portfolio of properties located in the United Kingdom through the acquisition of the entities owning such properties (and associated entities), and any other ancillary documents in connection with and/or relating to the Transaction Documents and the performance of its obligations pursuant to them (the “Transaction”) have been considered by the directors.

5.2 The directors considered the terms of, and the transactions contemplated by, the Transaction Documents, including:

(a) the representations, undertakings and events of default set out in the Senior Facilities Agreement;

(b) the term of each facility, and the interest rate, fees and other elements of the pricing for each facility contained in the Senior Facilities Agreement;

(c) the obligations to be undertaken by the Company by way of guarantee under the Senior Facilities Agreement; and

(d) the security to be granted by the Company by way of the Transaction Security Documents and the terms on which it will be granted.

5.3 It is noted that regard must be given to the:

(a) current financial position of the Company;

(b) information available on the working capital, the prospective cash flow and the effect of the Transaction on the net assets of the Company (in particular, having regard to the current financial position of the Company, and the likelihood of the Guarantee being called on or the security granted pursuant to the Transaction Security Documents being enforced);

(c) benefits to the Company of entering into the Transaction;

(d) interests of the Company's shareholders;

(e) fact that the Company was currently able to pay its debts and would remain able to do so during the year following the entry into the Transaction by the Company;

(f) facts and circumstances known to the directors (having made due and careful enquiries) at the date of these written resolutions; and

(g) obligations of a director of the Company pursuant to section 172 of the Companies Act 2006.


5.4 It is further noted and the directors have carefully considered that, the security and guarantees to be granted by the Company in connection with the Transaction would secure and guarantee the obligations of each of those other Obligors and Transaction Obligors in connection with the Transaction.

5.5 The directors have carefully considered whether it was in the interests of and to the advantage of the Company and would promote the success of the Company for the benefit of its members as a whole to enter into the Transaction and are entitled to take into account the benefits the Company may obtain from entering into the Transaction. The directors are aware that the requirement on them in reaching their decision was to consider the whole of the existing circumstances and ask whether they reasonably believed that the Transaction is for the benefit of the Company and, in circumstances where solvency is not an issue as is the case with the Company, the interests of a company are closely allied to those of its shareholders. In light of this, the interests of the shareholders could legitimately be taken into account by the directors of the Company in reaching their decision. On the basis of the facts and circumstances known to the directors at the date of these written resolutions and after having made due and careful enquiries the Company is currently able to pay its debts as they fall due and would remain able to do so during the year following the date of entry into the Transaction by the Company.

5.6 After due and careful consideration, the directors are of the opinion that the Company would not be in breach of:

(h) any law or regulation applicable to it;

(i) its constitutional documents; or

(j) any agreement or instrument binding on it or on its assets,

by entering into, executing and delivering the Transaction Documents.

5.7 The directors are of the opinion that:

(a) the Company would enter into the transaction in good faith;

(b) the Company is acting for the purpose of carrying on its business; and

(c) there are reasonable grounds for believing that entering into the transaction would benefit the Company.

5.8 The directors are of the opinion that in resolving that the Company should enter into the Transaction the directors are acting in good faith to promote the success of the Company for the benefit of its members as a whole and in accordance with their other duties.

6. WRITTEN RESOLUTIONS

6.1 Circulated to the Board was a copy of the written shareholder resolutions which are proposed to be sent to the sole member of the Company entitled to vote on the resolutions (the “Resolutions”) approving the execution of the Transaction Documents to which the Company is a party.


7. EXECUTION AND DELIVERY OF DOCUMENTS

We, the undersigned, being the directors of the Company, and the only persons entitled to receive notice, attend and vote at a meeting of the Board, subject to the passing of the Resolutions by the sole shareholder of the Company, RESOLVE that:

(a) it would promote the success of the Company for the benefit of its members as a whole to enter into the Transaction and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the relevant Transaction Documents and to grant the security as set out in the relevant Transaction Documents;

(b) the terms of and the transactions and matters contemplated by each Transaction Document be and they are hereby approved;

(c) the execution, delivery and performance on behalf of the Company of any of the Transaction Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the Board or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit);

(d) each director of the Company (each an “Authorised Signatory”) be and is hereby authorised to sign on behalf of the Company any of the Transaction Documents to which the Company is party and which require execution under hand and to do such other things as that director may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed herein are still in effect and have not been varied or rescinded;

(e) each Authorised Signatory be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Lenders (as defined in the Senior Facilities Agreement) or any other person may require in connection with any of the Transaction Documents (including, without limitation, any joinder, accession, agreement, any bank mandate, any drawdown notice, any hedging agreement, any payment instructions, any deeds of release, any deed of indemnity and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be);

(f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company:

(i) those Transaction Documents to which the Company is a party and which require execution as a deed;

(ii) any and all deeds which may be required pursuant to or in connection with the Transaction Documents,

in each case, in the form of the drafts produced to the Board or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit;


(g) each Authorised Signatory be and he is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above;

(h) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and

(i) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

8. FILINGS

The Secretary is hereby instructed to make all necessary filings and returns to the Registrar of Companies and all appropriate entries in the Company’s own records in respect of the business contemplated in these resolutions.

APPENDIX A

Transaction Documents

1. A senior facilities agreement to be entered into between, among others, the Company (as company) and ACREFI Mortgage Lending, LLC (as facility agent and security agent);

2. A subordination agreement to be entered into between, among others, the Company (as debtor and subordinated creditor) and ACREFI Mortgage Lending, LLC (as the security agent);

3. A margin letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

4. An arrangement fee letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

5. A prepayment fee letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

6. A facility agent fee letter to be entered into between the Company (as company) and Situs Asset Management Limited (as the incoming facility agent);

7. A security agent fee letter to be entered into between the Company (as company) and Situs Asset Management Limited (as the incoming security agent);

8. A side letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

9. A process agent letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

10. An English law security agreement to be entered into between, among others, the Company (as chargor) and ACREFI Mortgage Lending, LLC (as security agent);

11. A Guernsey law security interest agreement over the ownership interests it owns in any Beta Propco incorporated in Guernsey to be entered into between, among others, the Company (as chargor) and ACREFI Mortgage Lending, LLC (as security agent) or Situs Asset Management Limited (as the incoming security agent) as may be applicable;

12. A required equity amount certificate to be provided by the Company to ACREFI Mortgage Lending, LLC (as the facility agent);

13. Any other Finance Document as defined in the Senior Facilities Agreement to which the Company is a party; and

14. Any other agreement to be entered into by the Company in relation to the Transaction, including but not limited to any deeds, instruments, agreements, powers of attorney, hedging agreements, documents, notes, letters, notices (including, but not limited to, security agreement notices), certificates, side letters, registers, acknowledgments,, instructions, authorisations, receipts, forms, filings, releases, resolutions, shareholder

resolutions, waivers, proxies and other documents or further actions as may, in the sole opinion and absolute discretion of any director be considered ancillary, lawful, necessary, desirable, required or requested in direct or indirect connection with the above documents and the Transaction.


Schedule 3

Resolutions of the Sole Shareholder

Project Gemini – Shareholder Resolutions – Capella UK Holdco 4 Limited

Company No. 12591754

THE COMPANIES ACT 2006

COMPANY LIMITED BY SHARES

RESOLUTIONS IN WRITING

of

CAPELLA UK HOLDCO 4 LIMITED

(the "Company")

__________ 2021

The undersigned, being the sole member of the Company who (at the date of circulation of this

resolution) is entitled to vote on this resolution, hereby irrevocably agrees pursuant to section

288 of the Companies Act 2006 to the passing of the following ordinary resolutions by way of

written resolution:

ORDINARY RESOLUTIONS

1. THAT the Company enters into the documents listed in Appendix A to these resolutions (the “Transaction Documents”) and the transactions and matters contemplated by each Transaction Document (the “Transaction”);

2. THAT the Directors approve the terms of, and the transactions contemplated by the Transaction Documents with such amendments as any director (each an “Authorised Signatory”) may in his or her sole discretion approve;

3. THAT each Transaction Document in the form produced to the meeting with such amendments, alterations or additions thereto as any Authorised Signatory may in his or her absolute discretion think fit (whose signature thereto shall be conclusive evidence of his or her approval to such amendments, alterations or additions) be and is approved, and the execution and delivery by the Company of each Transaction Document and any documents as may be required for the Transaction be and is approved;

4. THAT any Authorised Signatory be and is authorised to execute on behalf of the Company each Transaction Document and any documents as may be required in connection with the Transaction to which the Company is a party under hand or in the case of any document which is to be executed as a deed, any two of the Authorised Signatories or any one Director in the presence of a witness who attests his signature be and are authorised to execute and deliver such document on behalf of the Company, in each case in the form of the drafts produced to the meeting or with such amendments, alterations or additions as such Authorised Signatory may in his or her absolute discretion think fit;

5. THAT each Authorised Signatory be and is severally authorised to do all acts and things necessary or desirable to carry into effect the purposes of the Transaction and the

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resolutions referred to in these minutes and to agree, give, execute and/or deliver on behalf of the Company as a deed or otherwise, any and all other communications, instruments, certificates, notices, confirmations or other documents that may be required in connection with the Transaction (including confirmation that the resolutions passed at this meeting are still in effect and have not been varied or rescinded) in such form as such Authorised Signatory may in his or her absolute discretion think fit, and to agree such amendments, variations or modifications to any documents as may be required for the Transaction or such communications, instruments, certificates, notices, confirmations or other documents as such Authorised Signatory may in his or her absolute discretion think fit;

6. THAT the entering into of the Transaction Documents is in the best interests of the Company's business and the entry by the Company into the proposed transactions substantially on the terms set out in the Senior Facilities Agreement is to the commercial benefit and advantage of the Company;

7. THAT the creation of security by the Company for its obligations under the Transaction Documents and the terms of the Transaction Security Documents (as defined in the Senior Facilities Agreement) be and hereby is approved; and

8. THAT the entry by the Company into the guarantees and indemnities set out at clause 19 (Guarantee and Indemnity) of the Senior Facilities Agreement be and hereby is approved.


Notes:

1. You can choose to agree to all of the resolutions or none of them but you cannot agree to only some of the resolutions. If you agree to all of the resolutions, please indicate your agreement by signing and dating this document where indicated above and returning it to the Company by delivery of the PDF document via email to

and and delivery of the original to Simpson Thacher & Bartlett LLP, CityPoint, One Ropemaker Street, London EC2Y 9HU acting on behalf of the Company.

2. If you do not agree to all of the resolutions you do not need to do anything: you will not be deemed to agree if you fail to reply.

3. Once you have indicated your agreement to the resolutions you may not revoke your agreement.

4. Unless by 28 days from circulation date hereof sufficient agreement has been received for the resolutions to pass, they will lapse. If you agree to the resolutions, please ensure that your agreement reaches us before or on this date.

APPENDIX A

Transaction Documents

1. A senior facilities agreement to be entered into between, among others, the Company (as company) and ACREFI Mortgage Lending, LLC (as facility agent and security agent);

2. A subordination agreement to be entered into between, among others, the Company (as debtor and subordinated creditor) and ACREFI Mortgage Lending, LLC (as the security agent);

3. A margin letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

4. An arrangement fee letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

5. A prepayment fee letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

6. A facility agent fee letter to be entered into between the Company (as company) and Situs Asset Management Limited (as the incoming facility agent);

7. A security agent fee letter to be entered into between the Company (as company) and Situs Asset Management Limited (as the incoming security agent);

8. A side letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

9. A process agent letter to be entered into between the Company (as company) and ACREFI Mortgage Lending, LLC (as the facility agent);

10. An English law security agreement to be entered into between, among others, the Company (as chargor) and ACREFI Mortgage Lending, LLC (as security agent);

11. A Guernsey law security interest agreement over the ownership interests it owns in any Beta Propco incorporated in Guernsey to be entered into between, among others, the Company (as chargor) and ACREFI Mortgage Lending, LLC (as security agent) or Situs Asset Management Limited (as the incoming security agent) as may be applicable;

12. A required equity amount certificate to be provided by the Company to ACREFI Mortgage Lending, LLC (as the facility agent);

13. Any other Finance Document as defined in the Senior Facilities Agreement to which the Company is a party; and

14. Any other agreement to be entered into by the Company in relation to the Transaction, including but not limited to any deeds, instruments, agreements, powers of attorney, hedging agreements, documents, notes, letters, notices (including, but not limited to, security agreement notices), certificates, side letters, registers, acknowledgments,, instructions, authorisations, receipts, forms, filings, releases, resolutions, shareholder

resolutions, waivers, proxies and other documents or further actions as may, in the sole opinion and absolute discretion of any director be considered ancillary, lawful, necessary, desirable, required or requested in direct or indirect connection with the above documents and the Transaction.


Schedule 4

Constitutional Documents

CAPELLA UK HOLDCO 4 LIMITED (the “Company”)

Documents

Transcript of CAPELLA UK HOLDCO 4 LIMITED (the “Company”)