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CAPELLA UK MIDCO 4 LIMITED(the “Company”)Formalities Certificate16 JulyDate:2021To:ACREFI Mortgage Lending, LLC as facility agent under the Senior FacilitiesAgreement (as defined below) for itself and behalf of each of the other FinanceParties (as defined under the Senior Facilities Agreement (as defined below));I, the undersigned, acting as an authorised signatory of the Company, refer to the seniorfacilities agreement dated on or about the date hereof and made between, among others,Capella UK Holdco 4 Limited (as company), ACREFI Mortgage Lending, LLC (as themandated lead arranger) and ACREFI Mortgage Lending, LLC (as facility agent andsecurity agent) (the “Senior Facilities Agreement”).Unless the context otherwise requires or unless otherwise defined herein, terms used inthis certificate which are not defined herein shall bear the same meaning as such termswhich are defined in the Senior Facilities Agreement as relevant.I hereby certify (on behalf of the Company and without personal liability) that as at thedate 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 Commitmentswould not cause any borrowing, securing guaranteeing or similar limit binding onthe 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 FinanceDocuments to which the Company is a party and to sign, deliver or sendindividually any document, instrument, certificate, confirmation or notice relatingthereto on behalf of the Company and the signatures appearing opposite thenames of the Authorised Signatories in Schedule 1 to this certificate are truesignatures;4.attached at Schedule 2 is a true, complete, correct and up-to-date copy of thewritten resolutions of the Company taken on the date specified therein:Project Gemini – Formalities Certificate – Capella UK Midco 4 Limited
(a)approving the terms of, and the transactions contemplated by, the FinanceDocuments to which it is a party and resolving that it execute the FinanceDocuments to which it is a party;(b)authorising and empowering Capella UK Holdco 4 Limited to act on itsbehalf as its agent in connection with the Finance Documents;(c)authorising a specified person or persons to execute the FinanceDocuments to which it is a party on its behalf; and(d)authorising a specified person or persons, on its behalf, to sign and/ordespatch all documents and notices (including, to the extent applicable,any Utilisation Request) to be signed and/or despatched by it under or inconnection 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 theresolutions of the sole shareholder of the Company taken on the date specifiedtherein approving the terms of, and transactions contemplated by, the FinanceDocuments to which it is a party;6.attached at Schedule 4 is a true, correct, complete and up-to-date copy of theconstitutional documents of the Company;7.each copy document relating to the Company specified in paragraph 1 of part 1 ofschedule 7 (Conditions Precedent and Conditions Subsequent) to the SeniorFacilities Agreement is correct, complete and in full force and effect as at a dateno earlier than the date of the Utilisation Request under the Senior FacilitiesAgreement.Project Gemini – Formalities Certificate – Capella UK Midco 4 Limited
Schedule 2Resolutions of the Board of DirectorsProject Gemini – Formalities Certificate – Capella UK Midco 4 Limited
Company Number: 12591838CAPELLA UK MIDCO 4 LIMITED(the “Company”)Written resolutions of the Board of Directors of the CompanyPassed on202116 July1.PRELIMINARY MATTERS1.1We, the undersigned, being directors of the Company and the only persons entitled to receivenotice, attend and vote at a meeting of the directors of the Company, hereby pass thefollowing written resolutions in accordance with the Company’s articles of association as ifthey had been passed at a meeting of the directors of the Company duly convened.1.2Save for where otherwise defined in these resolutions, defined terms in these resolutions havethe same meaning as given in the Senior Facilities Agreement.2.DIRECTORS’ INTERESTS2.1Each director who is also a director of shareholders of the Company or any other company inthe Group or in any way (whether directly or indirectly) interested in the documents, theresolutions or the transactions contemplated hereby confirms that he/she has disclosed thenature and extent of those interests in accordance with the Company’s articles of associationand section 177 of the Companies Act 2006 (the “Act”). Each director, notwithstanding anysuch interest, pursuant to the Company’s articles of association, is entitled to pass theseresolutions.3.BACKGROUND AND PURPOSE3.1The 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 Companyinto a senior facilities agreement to be made between, among others, Capella UK Holdco 4Limited (as company), ACREFI Mortgage Lending, LLC (as the mandated lead arranger) andACREFI Mortgage Lending, LLC (as facility agent and security agent) (the “SeniorFacilities Agreement”);3.2It is further noted that it is a condition precedent of the Senior Facilities Agreement that thedocuments listed in Appendix A to these resolutions be entered into by the Company (asapplicable) (the “Transaction Documents”).3.3It is noted that the purpose of the resolutions is to consider and, if thought fit to approve:3.4(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.In respect of the Company’s proposal to enter into the Senior Facilities Agreement asguarantor, the terms of the guarantee and indemnity are set out at clause 19 (Guarantee andIndemnity) of the Senior Facilities Agreement (the “Guarantee”).Project Gemini – Board Resolutions – Capella UK Midco 4 Limited
4.DOCUMENTS4.1Drafts of the Transaction Documents have been previously circulated and were considered bythe Board.5.CORPORATE BENEFIT5.1The interest and benefit to the Company of entering into the Transaction Documents, pursuantto which the Company, and entities within its corporate group, intend to indirectly acquire aportfolio of properties located in the United Kingdom through the acquisition of the entitiesowning such properties (and associated entities), and any other ancillary documents inconnection with and/or relating to the Transaction Documents and the performance of itsobligations pursuant to them (the “Transaction”) have been considered by the directors.5.2The directors considered the terms of, and the transactions contemplated by, the TransactionDocuments, including:5.3(a)the representations, undertakings and events of default set out in the Senior FacilitiesAgreement;(b)the term of each facility, and the interest rate, fees and other elements of the pricingfor each facility contained in the Senior Facilities Agreement;(c)the obligations to be undertaken by the Company by way of guarantee under theSenior Facilities Agreement; and(d)the security to be granted by the Company by way of the Transaction SecurityDocuments and the terms on which it will be granted.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 effectof the Transaction on the net assets of the Company (in particular, having regard tothe current financial position of the Company, and the likelihood of the Guaranteebeing called on or the security granted pursuant to the Transaction SecurityDocuments 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 doso during the year following the entry into the Transaction by the Company;(f)facts and circumstances known to the directors (having made due and carefulenquiries) at the date of these written resolutions; and(g)obligations of a director of the Company pursuant to section 172 of the CompaniesAct 2006.Project Gemini – Board Resolutions – Capella UK Midco 4 Limited
5.4It is further noted and the directors have carefully considered that, the security and guaranteesto be granted by the Company in connection with the Transaction would secure and guaranteethe obligations of each of those other Obligors and Transaction Obligors in connection withthe Transaction.5.5The directors have carefully considered whether it was in the interests of and to the advantageof the Company and would promote the success of the Company for the benefit of itsmembers as a whole to enter into the Transaction and are entitled to take into account thebenefits the Company may obtain from entering into the Transaction. The directors are awarethat the requirement on them in reaching their decision was to consider the whole of theexisting circumstances and ask whether they reasonably believed that the Transaction is forthe benefit of the Company and, in circumstances where solvency is not an issue as is the casewith the Company, the interests of a company are closely allied to those of its shareholders. Inlight of this, the interests of the shareholders could legitimately be taken into account by thedirectors of the Company in reaching their decision. On the basis of the facts andcircumstances known to the directors at the date of these written resolutions and after havingmade due and careful enquiries the Company is currently able to pay its debts as they fall dueand would remain able to do so during the year following the date of entry into theTransaction by the Company.5.6After due and careful consideration, the directors are of the opinion that the Company wouldnot 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.5.7The 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 wouldbenefit the Company.5.8The directors are of the opinion that in resolving that the Company should enter into theTransaction the directors are acting in good faith to promote the success of the Company forthe benefit of its members as a whole and in accordance with their other duties.6.WRITTEN RESOLUTIONS6.1Circulated to the Board was a copy of the written shareholder resolutions which are proposedto 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 Companyis a party.Project Gemini – Board Resolutions – Capella UK Midco 4 Limited
7.EXECUTION AND DELIVERY OF DOCUMENTSWe, the undersigned, being the directors of the Company, and the only persons entitled toreceive notice, attend and vote at a meeting of the Board, subject to the passing of theResolutions 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 awhole to enter into the Transaction and it is to the further benefit and advantage of theCompany to grant the guarantees as set out in the relevant Transaction Documentsand to grant the security as set out in the relevant Transaction Documents;(b)the terms of and the transactions and matters contemplated by each TransactionDocument be and they are hereby approved;(c)the execution, delivery and performance on behalf of the Company of any of theTransaction Documents to which the Company is a party be and it is herebyauthorised (in the form of the drafts produced to the Board or with such amendmentsthereto as the person executing or sealing them pursuant to the authority conferred bythese resolutions may in their absolute discretion think fit);(d)each director of the Company (each an “Authorised Signatory”) be and is herebyauthorised to sign on behalf of the Company any of the Transaction Documents towhich the Company is party and which require execution under hand and to do suchother things as that director may consider necessary or desirable arising out of or inconnection therewith (in each case in such manner or form as such AuthorisedSignatory may in their absolute discretion think fit) and to confirm that theresolutions 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 thingsnecessary or desirable to give effect to these resolutions and to agree, execute anddeliver any and all other documents, instruments, certificates, notices andconfirmations that the Lenders (as defined in the Senior Facilities Agreement) or anyother 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 deedsof release, any deed of indemnity and any document or resolution on behalf of theCompany in its capacity as a shareholder) and which is approved by the person orpersons so authorised and executing each such other agreement or document; theapproval of each such person in any such case to be conclusively evidenced by hissigning such document or witnessing the affixation of the Company's seal thereto orexecution 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 awitness 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 whichrequire execution as a deed;(ii)any and all deeds which may be required pursuant to or in connection withthe Transaction Documents,in each case, in the form of the drafts produced to the Board or in such form as theperson executing or sealing them pursuant to the authority conferred by theseresolutions may in their absolute discretion think fit;Project Gemini – Board Resolutions – Capella UK Midco 4 Limited
8.(g)each Authorised Signatory be and he is hereby authorised to delegate in writing toany 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 arrangementcontemplated by any of the agreements, documents or instruments described in theforegoing resolutions or any action to be taken in accordance with any requirement ofany of the agreements, documents or instruments described in the foregoingresolutions shall in no manner derogate from the authority of the AuthorisedSignatories to take all actions necessary, desirable, advisable or appropriate toconsummate, effectuate, carry out or further the transactions contemplated by, and theintent and purposes of, the foregoing resolutions; and(i)all acts and things heretofore done by any Authorised Signatory or by any employeesor agents of the Company and any subsidiary or any of its subsidiaries, on or beforethe date hereof in connection with the transactions contemplated by the foregoingresolutions be, and hereby are, ratified, approved and confirmed in all respects.FILINGSThe Secretary is hereby instructed to make all necessary filings and returns to the Registrar ofCompanies and all appropriate entries in the Company’s own records in respect of thebusiness contemplated in these resolutions.Project Gemini – Board Resolutions – Capella UK Midco 4 Limited
APPENDIX ATransaction Documents1. A senior facilities agreement to be entered into between, among others, the Company(as guarantor) and ACREFI Mortgage Lending, LLC (as facility agent and securityagent);2. A subordination agreement to be entered into between, among others, the Company (asdebtor and subordinated creditor) and ACREFI Mortgage Lending, LLC (as the securityagent);3. An English law security agreement to be entered into between, among others, theCompany (as chargor) and ACREFI Mortgage Lending, LLC (as security agent);4. A Jersey law security interest agreement over the ownership interests it owns in the JVBidco to be entered into between, among others, the Company (as chargor) andACREFI Mortgage Lending, LLC (as security agent);5. Any other Finance Document as defined in the Senior Facilities Agreement to whichthe Company is a party; and6. 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, shareholderresolutions, waivers, proxies and other documents or further actions as may, in the soleopinion and absolute discretion of any director be considered ancillary, lawful,necessary, desirable, required or requested in direct or indirect connection with theabove documents and the Transaction.
Schedule 3Resolutions of the Sole ShareholderProject Gemini – Formalities Certificate – Capella UK Midco 4 Limited
Company No. 12591838THE COMPANIES ACT 2006COMPANY LIMITED BY SHARESRESOLUTIONS IN WRITINGofCAPELLA UK MIDCO 4 LIMITED(the "Company")16 July2021The undersigned, being the sole member of the Company who (at the date of circulation of thisresolution) is entitled to vote on this resolution, hereby irrevocably agrees pursuant to section288 of the Companies Act 2006 to the passing of the following ordinary resolutions by way ofwritten resolution:ORDINARY RESOLUTIONS1.THAT the Company enters into the documents listed in Appendix A to these resolutions(the “Transaction Documents”) and the transactions and matters contemplated by eachTransaction Document (the “Transaction”);2.THAT the Directors approve the terms of, and the transactions contemplated by theTransaction Documents with such amendments as any director (each an “AuthorisedSignatory”) may in his or her sole discretion approve;3.THAT each Transaction Document in the form produced to the meeting with suchamendments, alterations or additions thereto as any Authorised Signatory may in his orher absolute discretion think fit (whose signature thereto shall be conclusive evidenceof 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 anydocuments 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 theCompany each Transaction Document and any documents as may be required inconnection with the Transaction to which the Company is a party under hand or in thecase of any document which is to be executed as a deed, any two of the AuthorisedSignatories or any one Director in the presence of a witness who attests his signature beand are authorised to execute and deliver such document on behalf of the Company, ineach 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 absolutediscretion think fit;5.THAT each Authorised Signatory be and is severally authorised to do all acts and thingsnecessary or desirable to carry into effect the purposes of the Transaction and theProject Gemini – Shareholder Resolutions – Capella UK Midco 4 Limited
resolutions referred to in these minutes and to agree, give, execute and/or deliver onbehalf of the Company as a deed or otherwise, any and all other communications,instruments, certificates, notices, confirmations or other documents that may be requiredin connection with the Transaction (including confirmation that the resolutions passedat this meeting are still in effect and have not been varied or rescinded) in such form assuch Authorised Signatory may in his or her absolute discretion think fit, and to agreesuch amendments, variations or modifications to any documents as may be required forthe Transaction or such communications, instruments, certificates, notices,confirmations or other documents as such Authorised Signatory may in his or herabsolute discretion think fit;6.THAT the entering into of the Transaction Documents is in the best interests of theCompany's business and the entry by the Company into the proposed transactionssubstantially on the terms set out in the Senior Facilities Agreement is to the commercialbenefit and advantage of the Company;7.THAT the creation of security by the Company for its obligations under the TransactionDocuments and the terms of the Transaction Security Documents (as defined in the SeniorFacilities Agreement) be and hereby is approved; and8.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.Project Gemini – Shareholder Resolutions – Capella UK Midco 4 Limited
Notes:1. You can choose to agree to all of the resolutions or none of them but you cannot agreeto only some of the resolutions. If you agree to all of the resolutions, please indicateyour agreement by signing and dating this document where indicated above andreturning it to the Company by delivery of the PDF document via email toandand delivery of theoriginal to Simpson Thacher & Bartlett LLP, CityPoint, One Ropemaker Street, LondonEC2Y 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 willnot be deemed to agree if you fail to reply.3. Once you have indicated your agreement to the resolutions you may not revoke youragreement.4. Unless by 28 days from circulation date hereof sufficient agreement has been receivedfor the resolutions to pass, they will lapse. If you agree to the resolutions, pleaseensure that your agreement reaches us before or on this date.Project Gemini – Shareholder Resolutions – Capella UK Midco 4 Limited
APPENDIX ATransaction Documents1. A senior facilities agreement to be entered into between, among others, the Company(as guarantor) and ACREFI Mortgage Lending, LLC (as facility agent and securityagent);2. A subordination agreement to be entered into between, among others, the Company (asdebtor and subordinated creditor) and ACREFI Mortgage Lending, LLC (as the securityagent);3. An English law security agreement to be entered into between, among others, theCompany (as chargor) and ACREFI Mortgage Lending, LLC (as security agent);4. A Jersey law security interest agreement over the ownership interests it owns in the JVBidco to be entered into between, among others, the Company (as chargor) andACREFI Mortgage Lending, LLC (as security agent);5. Any other Finance Document as defined in the Senior Facilities Agreement to whichthe Company is a party; and6. 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, shareholderresolutions, waivers, proxies and other documents or further actions as may, in the soleopinion and absolute discretion of any director be considered ancillary, lawful,necessary, desirable, required or requested in direct or indirect connection with theabove documents and the Transaction.
Schedule 4Constitutional DocumentsProject Gemini – Formalities Certificate – Capella UK Midco 4 Limited
Project Gemini - Formalities Certificate - Capella UK Midco 4 Limited (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 and empowering Capella UK Holdco 4 Limited to act on its
