Mittwoch, 01.02.2023

Aktuell:

Accentro Real Estate AG: Invitation to vote

Accentro Real Estate AG

Berlin

Not for general distribution, directly or indirectly, in whole or in part, in or into the United States.

This invitation to vote (the “Invitation to Vote) is neither an offer to purchase nor a solicitation of an offer to sell securities. The Invitation to Vote is not being made to holders of the Notes in any jurisdiction in which the Invitation to Vote would not be in compliance with the securities or other laws of such jurisdiction. The securities referred to herein have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States, unless registered under the Securities Act or unless an exemption from the registration requirements set forth in the Securities Act applies to them. No public offering of the securities will be made in the United States and the Issuer does not intend to make any such registration under the Securities Act.

3.625% Senior Notes due 2023

ISIN: DE000A254YS5 /​ WKN A254YS

Invitation to Vote without Meeting

by

Accentro Real Estate AG,

a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its seat in Berlin, registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Charlottenburg under HRB 103691 B with its business address at Kantstraße 44/​45, 10625 Berlin, Germany (the “Issuer”)

regarding the

€250,000,000 3.625% Senior Notes due 2023

ISIN: DE000A254YS5 /​ WKN A254YS

(the “Notes”).

The Issuer hereby requests the holders of the Notes (the “Holders”) to participate in the vote without meeting (Abstimmung ohne Versammlung)

within the voting period (the “Voting Period”)
beginning on 5 January 2023, 00:00 CET and
ending on 9 January 2023, 24:00 CET (end of day)

and to submit their votes towards the notary public Dr. Christiane Mühe
with her business seat at Taunusanlage 17, 60325 Frankfurt/​Main, Germany
(the “Scrutineer”).

Important Notice

Unless otherwise defined herein, terms used and defined in the Conditions of Issue of the Notes (the “Conditions of Issue”) shall have the meaning attributed to them in the Conditions of Issue when used in this Invitation to Vote.

The Vote Without Meeting (Abstimmung ohne Versammlung) (the “Voting”) will be conducted by the Scrutineer who has been appointed by the Issuer for such purpose. Votes must be submitted to the Scrutineer in text form (as defined in section 126b of the German Civil Code (Bürgerliches Gesetzbuch – “BGB”)) within the voting period which will commence on 5 January 2023, 00:00 CET and end on 9 January 2023, 24:00 CET (end of day) (the “Voting Period”).

In order to participate in the Voting, Holders must provide proof of eligibility for exercising voting right by means of a special confirmation and a blocking note issued by their custodian.

Holders may cast their Votes through Kroll Issuer Services Limited (the “Tabulation Agent”) acting as their proxy (Stellvertreter) by instructing the Tabulation Agent to vote in favour of or against the resolution sought by the Issuer in the Voting or abstain from voting (the “Voting Instruction”).

Holders wishing to cast their vote via the Tabulation Agent need to register (the “Registration”) under https:/​/​deals.is.kroll.com/​accentro (the “Voting Platform”) by no later than 11:59 p.m. CET on 4 January 2023 (the “Registration Deadline”). Registration is however not a prerequisite for participating in the Voting. By submitting a valid Voting Instruction, the Holder will appoint the Tabulation Agent as proxy (Stellvertreter) to vote in the manner specified in their Voting Instruction at the Voting during the Voting Period.

For details on the prerequisites which must be met by Holders for participating in the Voting and exercising voting rights see “F. – Voting Procedures”.

Holders should be aware that certain additional formalities need to be fulfilled prior to the voting period in order to validly pass votes through the tabulation agent (in addition to a timely registration). Also, if the holders wish to cast votes directly to the scrutineer, certain formalities need to be fulfilled by the end of the voting period. holders should therefore carefully read this invitation to vote and the voting procedures described herein.

Holders are advised to check with any nominee, custodian, intermediary or person acting in a similar capacity for the Holder whether such nominee, custodian, intermediary or person acting in a similar capacity for the Holder would require receipt of instructions to participate in the Voting before the Registration Deadline. The deadlines set by the Clearing System for the submission of Instructions may also be earlier than the relevant deadlines specified in this Invitation to Vote.

A. Background

This section “Background” has been included in this Invitation to Vote voluntarily by the Issuer to outline the background for the Voting and the proposed resolution. This section does not purport to provide a complete basis for the decision of the Holders sought in this Invitation to Vote. The Issuer does not warrant that this section “Background” contains all information that is necessary or appropriate for passing the proposed resolution sought by the Issuer. Holders must rely on their own examination of the Issuer, the terms of the Invitation to Vote and the proposed resolution sought thereunder as well as the securities described in this Invitation to Vote. Holders should not consider any information in this Invitation to Vote to be investment, legal or tax advice. Holders should consult their own counsel, accountant or other advisors for legal, tax, business, financial and related advice regarding the proposed resolution sought as well as the Voting.

In addition to this Invitation to Vote, the Issuer has prepared a non-binding consent solicitation statement dated on or about 21 December 2022 (the “ Consent Solicitation Statement ”). Copies of the Consent Solicitation Statement are available on the Issuer’s website under https:/​/​investors.accentro.de/​en/​bondholdermeeting and from the Tabulation Agent at https:/​/​deals.is.kroll.com/​accentro or under accentro@is.kroll.com.

Certain statements in this section “Background” are forward-looking statements. Forward looking statements include statements concerning the Issuer’s plans, objectives, goals, strategies, future events, future sales or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, its competitive strengths and weaknesses, its business strategy and the trends the Issuer anticipates in the industries and the economic, political and legal environment in which it operates and other information that is not historical information. Words such as “believe”, “anticipate”, “estimate”, “expect”, “intend”, “predict”, “project”, “could”, “may”, “will”, “plan” and similar expressions are intended to identify forward looking statements but are not the exclusive means of identifying such statements. By their very nature, forward looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward looking statements will not be achieved. Holders should be aware that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward looking statements.

The Issuer, ACCENTRO Real Estate AG (“ACCENTRO” and, together with its consolidated subsidiaries, the “ACCENTRO Group”), is a listed property company focusing on residential real estate located in Germany and mostly Berlin. In addition to Berlin, regional focal points include eastern German cities and conurbations, as well as the Rhine-Ruhr metropolitan region. ACCENTRO has in excess of 13,000 retail and institutional customers and, between 2009 and 30 September 2022, sold more than 18,000 units with a combined value of over €2.0 billion. As of 30 September 2022, its real estate portfolio comprised a total of 5,247 assets, covering the entire spectrum from affordable subsidised housing to high-end apartment communities.

The ongoing COVID-19 pandemic, disrupted supply chains, rising prices and the war in Ukraine notably impacted the performance of the German economy in the first half of 2022. The Federal Statistical Office expects the inflation rate in Germany for November 2022 to remain high at +10.0% (as compared to 10.4% in October 2022), primarily in response to rising energy and food prices. In the German real estate market, the first half of 2022 was characterised by at times significant uncertainty, particularly due to the rapid rise in mortgage interest rates and adjustments to the funding available from the KfW development bank for enhancing the energy efficiency of developments. Severe supply bottlenecks and price hikes for energy and metals caused by the war in Ukraine have resulted in a major increases in construction costs while, according to figures released by Germany’s savings banks, the cost of financing construction projects has nearly quadrupled, causing real estate financing to become considerably more expensive as a result. These developments contributed to a significant slowdown in ACCENTRO’s business, and in particular the trading and privatisation business, over the course of 2022. In November 2022, ACCENTRO announced an adjustment to its forecast for the 2022 financial year. The adjusted forecast provides for consolidated revenues of €160 million to €170 million and consolidated earnings before interest and tax in the amount of €8 million to €10 million.

This economic uncertainty combined with a significant increase of interest rates caused volatility in the capital markets and had a negative impact on the trading price of the Notes. In the case of the Issuer, these effects were further amplified by a general negative sentiment towards issuers from the German real estate sector. As a result, the trading price for the Notes has been significantly below par for all of 2022. In the Issuer’s view, these circumstances rendered a refinancing of the Notes through new debt instruments at viable terms impossible.

Against the background of the maturity of the Notes, ACCENTRO plans to carry out a refinancing by way of an amend & extend process under the German Act on Debt Securities of 2009 (SchVG) in relation to the Notes. The amendments sought by ACCENTRO include (i) the extension of the maturity of the Notes to 13 February 2026, (ii) an increase in the interest rate payable upon the Notes to 5.625% per annum, (iii) an obligation to make mandatory redemptions of the Notes from the net cash proceeds of certain asset disposals as well as the net cash proceeds from certain loans and investments, (iv) an obligation to ensure certain minimum redemptions or repayments of the Notes starting on 31 December 2023, (v) certain other changes to the financial and other covenants under the Notes, (vi) provisions allowing for the Notes to be secured on a pari passu basis with ACCENTRO’s €100,000,000 4.125% Notes due 2026 and (vii) provisions allowing for the Notes to be secured by certain subsidiaries of the Issuer. In addition, ACCENTRO proposes that the Holders appoint Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft as joint representative (gemeinsamer Vertreter).

B. Agenda

Each capitalised term appearing below that is not defined herein or elsewhere in this Invitation to Vote has the meaning assigned to such term in the Conditions of Issue, unless the context otherwise requires.

The following proposed resolution constitutes the proposal for a single resolution that can only be voted on as a whole (the “Resolution”). The Issuer submits the proposal for the Resolution to the Holders and puts it to a vote and proposes to the Holders to consent by exercising their voting rights with “yes” (the “Consent”) to the Resolution.

The Holders resolve as follows:

Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft (the “Holders’ Representative”) is appointed as joint representative (gemeinsamer Vertreter) of the holders (the “Holders”) of the €250,000,000 3.625% Senior Notes due 2023 (the “Notes”) issued by ACCENTRO Real Estate AG (the “Issuer”). The Holders’ Representative shall have the powers granted to it by the conditions of issue of the Notes or by a majority resolution of the Holders.

The Holders’ Representative shall be exempt from the restrictions set forth in Section 181 of the German Civil Code (Bürgerliches Gesetzbuch).

The Issuer shall pay to the Holders’ Representative fees, costs, expenses and disbursements as separately agreed between the Issuer and the Holders’ Representative.

The Holders’ Representative shall be liable for the proper performance of its duties towards the Holders who shall be joint and several creditors (Gesamtgläubiger); in the performance of its duties it shall act with the diligence and care of a prudent business manager (ordentlicher und gewissenhafter Geschäftsleiter within the meaning of Section 7(3) the German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz – “SchVG”).

As soon as the Holders’ Representative is permitted to act in accordance with the SchVG, it shall:

(i)

agree the final terms of, and execute as notes representative, in its own name and acting in the interest of the Holders, an intercreditor agreement between, inter alios, the Issuer, certain subsidiaries of the Issuer and Kroll Trustee Services Limited as security trustee (the “Security Agent”) which implements the terms summarised in Annex 1 (Summary of New Intercreditor Agreement Terms) (the “New Intercreditor Agreement”) including the appointment of the Security Agent as trustee (Treuhänder) and administrator for the purpose of holding on trust, accepting, administering and enforcing the security interests securing pursuant to the terms set out in the Intercreditor Agreement and as contemplated by the Amended Conditions of Issue (as defined below);

(ii)

perform upon instruction by majority resolution of the Holders the duties set forth in the Intercreditor Agreement; and

(iii)

instruct the Security Agent to enter into a German law governed guarantee agreement which implements the terms summarised in Annex 2 (Summary of New Guarantee Agreement Terms) (the “New Guarantee Agreement”) pursuant to which each of Accentro 25. Wohneigentum GmbH, LuxCo 1 (as defined below) and LuxCo 2 (as defined below) (the “Guarantors” provided that LuxCo 1 and LuxCo 2 shall only be required to enter into the New Guarantee Agreement and shall only be included in the definition of “Guarantors” if limbs (a), (b) and (c) of the definition of “Corporate Reorganisation” are required to be implemented) will guarantee the obligations under the Notes.

The conditions of issue of the Notes are amended (the “Amendments”) as set forth in Annex 3 (Form of Amended Conditions of Issue) (the “Amended Conditions of Issue”), which lays out the text of the provisions of the conditions of issue of the Notes that will be added, deleted or amended.

The Issuer may not implement (vollziehen im Sinne des § 21 SchVG) the Amendments unless the following conditions precedent (aufschiebende Bedingungen im Sinne des § 158 des Bürgerlichen Gesetzbuch) have been satisfied:

(a)

the completion of the Corporate Reorganisation (as defined below);

(b)

the due execution of the New Intercreditor Agreement by the parties thereto and the effectiveness of the New Intercreditor Agreement not being subject to any conditions precedent other than the occurrence of the Amendment Effective Date;

(c)

the due execution of the New Security Documents (as defined below) by the parties thereto and the effectiveness of the New Security Documents not being subject to any conditions precedent other than the occurrence of the Amendment Effective Date;

(d)

the due execution of the New Guarantee Agreement by the parties thereto and the effectiveness of the New Guarantee Agreement not being subject to any conditions precedent other than the occurrence of the Amendment Effective Date;

(e)

the due execution of the Private Placement Notes Amendment Agreement (as defined below) by the parties thereto and the effectiveness of the Private Placement Notes Amendment Agreement not being subject to any conditions precedent other than the occurrence of the Amendment Effective Date;

(f)

(i) the execution of an escrow agreement (including without limitation, customary release conditions) between an escrow agent and the Issuer, (ii) an amount in cash equal to €25,000,000 (the “Escrow Assets”) having been deposited into (and not withdrawn from) the escrow account and (iii) the Issuer having provided an irrevocable payment instruction to the escrow agent to transfer the Escrow Asset immediately following, but in any event no later than three business days after, the Amendment Effective Date to the paying agent under the Notes for partial redemption of the Notes pursuant to section 6.3 of the Amended Conditions of Issue;

(g)

a copy of a tax structure paper prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft or any other reputable Luxembourg tax and/​or legal advisor with respect to the potential tax consequences of the Corporate Reorganisation (as defined below) has been made available to the legal counsel of the ad hoc committee of holders, to the extent reasonably possible with reliance for the benefit of those Holders which are an original party to, or have acceded to, the Lock-Up Agreement (as defined below) and which have agreed to the terms and conditions outlined in a separate letter (duty of care /​ reliance letter) provided by the relevant tax and/​or legal advisor;

(h)

a person which is included on a shortlist of four persons agreed between the ad hoc committee of Holders and the Issuer has been appointed and continues to act as member of the Issuer’s management board (Vorstand) and has, as a member of the management board (Vorstand) of the Issuer according to the internal rules of procedure of the management board (Vorstand) of the Issuer, at least the Required CIO Responsibilities and Competencies (as defined in the Amended Conditions of Issue);

(i)

all amounts which have become due and payable by the Issuer under any Fee Arrangement (as defined below) by the point in time on which all the conditions referred to under (a) through to and including (h) have been satisfied, have been paid by the Issuer; and

(j)

either (A) expiry of one month contestation period pursuant to section 20 para 3 sent. 1 of the SchVG without a contestation having been filed, or (B) if a contestation action has been filed pursuant to section 20 para 3 of the SchVG, the settlement or clearance of such contestation action,

(together, the “Requisite Conditions”).

Amendment Effective Date” shall mean the date on which the Amendments become effective in accordance with the terms of the Invitation to Vote and the SchVG.

Corporate Reorganisation” shall mean the reorganisation of the corporate holding structure of the Issuer’s subsidiaries as follows:

(a)

interposition of an entity which is incorporated and has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg (“LuxCo 1”) beneath the Issuer;

(b)

interposition of an entity which is incorporated and has its centre of main interest (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg, (“LuxCo 2”) beneath LuxCo 1;

(c)

interposition of Accentro 25. Wohneigentum GmbH, an entity which is incorporated and has its centre of main interest (as defined in the European Insolvency Regulation) in Germany (“Intermediate HoldCo”), beneath LuxCo 2 (together with the measures set out under paragraphs (a) and (b) above, the “LuxCo Structure Implementation”); and

(d)

transfer of all of the Issuer’s shares in each of (i) Accentro Sachsen GmbH, (ii) Quartier Danziger Straße 143 GmbH, (iii) Johanniterstr. 3-6 Liegenschaften GmbH, (iv) Quartier Hasenheide GmbH, (v) Accentro 24. Wohneigentum GmbH, (vi) Accentro 20. Wohneigentum GmbH, (vii) Berliner Platz UG, (viii) ACCENTRO Binz GmbH, (ix) Wintersteinstr.7,9 Liegenschaften 1 GmbH, (x) Accentro 2. Sachsen GmbH, (xi) Düsseldorfer Str. 68-69 Projekt GmbH, and (xii), subject to the consent of the relevant financial creditor to a transfer of Riehmers Hofgarten Grundbesitz GmbH and Riehmers Dachgeschoss Grundbesitz GmbH being obtained prior to the Amendment Effective Date, Riehmers Hofgarten Grundbesitz GmbH and Riehmers Dachgeschoss Grundbesitz GmbH to Intermediate HoldCo, other than in each case 10.1% of shares (for the avoidance of doubt, to ensure to not incur German real estate transfer tax (Grunderwerbsteuer)) which shall be retained by the Issuer,

provided that the LuxCo Structure Implementation shall not form part of the Corporate Reorganisation (and, for the avoidance of doubt, the Corporate Reorganisation shall then only consist of the actions set out under paragraph (d) above) if (A) the Tax Discussion Paper evidences negative tax consequences (taking into account structural mitigants, if any) solely arising from the envisaged LuxCo Structure Implementation as part of Corporate Reorganisation that would render the Transaction incapable of implementation in accordance with the Final Extended IBR (i.e., the business plan underlying this independent business review would no longer be capable of implementation), and (B) the Issuer notifies the Holders thereof (by way of a press release on its website).

Fee Arrangement” shall mean any fee arrangement agreed from time to time between the Issuer and (i) any legal counsel to the ad hoc committee of Holders, and (ii) any financial advisor to the ad hoc committee of Holders.

Final Extended IBR” shall mean the independent business review, including an assessment of the Issuer’s business plan, prepared and signed by Andersch AG reflecting the Transaction and demonstrating, in substance, that the requirements developed by the German Federal Court of Justice on restructuring opinions and the requirements of IDW S6 (Anforderungen an Sanierungskonzepte) are met.

Lock-up Agreement” shall mean the lock-up agreement in relation to the Notes dated on or about 16 December 2022 initially entered into between the Issuer and the ad hoc committee of Holders.

New Security Documents” shall mean

(a)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in LuxCo 1 (for the avoidance of doubt, if and to the extent LuxCo 1 is required to be established as part of the Corporate Reorganisation);

(b)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in LuxCo 2 (for the avoidance of doubt, if and to the extent LuxCo 2 is required to be established as part of under the Corporate Reorganisation);

(c)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in Intermediate HoldCo;

(d)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in Accentro Wohneigentum GmbH;

(e)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in Accentro 2. Wohneigentum GmbH;

(f)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in Accentro 6. Wohneigentum GmbH;

(g)

a first-priority share pledge agreement over 89.9% of the shares (including ancillary rights) in Werdauer Weg 3 Projektentwicklungs GmbH;

(h)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in Accentro 11. Wohneigentum GmbH;

(i)

a first-priority share pledge agreement over 75.02% of the shares (including ancillary rights) in GeSoNa Verwaltungs GmbH & Co. Hermannstraße KG;

(j)

a first-priority share pledge agreement over 89.84% of the shares (including ancillary rights) in GeSoNa Verwaltungs GmbH;

(k)

a first-priority share pledge agreement over 89.9% of the shares (including ancillary rights) in Lekova 26 GmbH;

(l)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in Kantstraße 44, 45 Verwaltungsgesellschaft mbH;

(m)

a first-priority share pledge agreement over 100% of the shares (including ancillary rights) in Accentro 23. Wohneigentum GmbH;

(n)

a first-priority share pledge agreement over 89.9% of the shares (including ancillary rights) in Wissmannstraße 15 Grundbesitz GmbH;

(o)

a first-priority share pledge agreement over 10,1% of the shares in each of Accentro Sachsen GmbH, Quartier Danziger Straße 143 GmbH, Johanniterstr. 3-6 Liegenschaften GmbH, Quartier Hasenheide GmbH, Accentro 24. Wohneigentum GmbH, Accentro 20. Wohneigentum GmbH, Berliner Platz UG, Accentro Binz GmbH, Wintersteinstr.7,9 Liegenschaften 1 GmbH, Accentro 2. Sachsen GmbH, Düsseldorfer Str. 68-69 Projekt GmbH and, subject to the consent of the relevant financial creditor to a share pledge being obtained prior to the Amendment Effective Date, Riehmers Hofgarten Grundbesitz GmbH and Riehmers Dachgeschoss Grundbesitz GmbH

(p)

a security assignment of certain receivables of the Issuer, LuxCo 1 and LuxCo 2 (for the avoidance of doubt, the latter two if and to the extent LuxCo 1 and LuxCo 2, respectively, are required to be established as part of the Corporate Reorganisation) under profit and loss transfer agreements;

(q)

a security assignment of certain intercompany receivables of the Issuer, LuxCo 1, LuxCo 2 (for the avoidance of doubt, the latter two if and to the extent LuxCo 1 and LuxCo 2, respectively, are required to be established as part of the Corporate Reorganisation), Intermediate HoldCo and Accentro 11. Wohneigentums GmbH;

(r)

a security assignment of receivables of the Issuer against DIM Holding AG under or in connection with a certain loan agreement dated 12 February 2021, as amended on 24 February 2021 and as amended from time to time;

(s)

a security assignment of receivables of the Issuer against Green Living GmbH under a certain loan agreement dated 31 May 2022 /​ 02 June 2022 and as amended from time to time; and

(t)

a second-ranking land charge over the property Kantstraße 44, 45 Verwaltungsgesellschaft mbH located in Kantstraße 44/​45, Berlin (land register of Charlottenburg, folio 25178).

Private Placement Notes” shall the €100,000,000 Senior Notes originally due 2026 issued by the Issuer on 23 March 2021.

Private Placement Notes Amendment Agreement” shall mean the consent and amendment agreement dated on or about 16 December 2022 relating to the Private Placement Notes and entered between the Issuer and all of the holders of such Notes, a summary of certain key terms of which is set out in Annex 4 (Summary of Private Placement Notes Terms) hereto.

Tax Discussion Paper” shall mean the most-recent draft of the discussion paper prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft or any other reputable Luxembourg tax advisor instructed by the Company with respect to the potential tax consequences of the Corporate Reorganisation, including potential structuring options.

Transaction” shall mean, collectively, the Amendments, the transactions contemplated by the Private Placement Notes Amendment Agreement, the Corporate Reorganisation, the entry into the New Security Documents and the entry into the New Guarantee Agreement.

Annex 1 (Summary of New Intercreditor Agreement Terms)

[Will be identical with Annex A Summary of New Intercreditor Agreement Terms to this Invitation to Vote]

Annex 2 (Summary of New Guarantee Agreement Terms)

[Will be identical with Annex B Summary of New Guarantee Agreement Terms to this Invitation to Vote]

Annex 3 (Form of Amended Conditions)

[Will be identical with Annex C Amended Conditions of Issue to this Invitation to Vote]

Annex 4 (Summary of Private Placement Notes Terms)

[Will be identical with Annex D Summary of Private Placement Notes Terms]

C. Consent of the Issuer to the Amendments

The Issuer hereby declares its consent (Einwilligung) with the Amendments and agrees to the Requisite Conditions for the implementation of the Amendments.

D. Legal Basis for the Vote without Meeting, Quorum and Majority Requirements

The Conditions of Issue provide that in accordance with the German Act on Debt Securities of 2009 (Schuldverschreibungsgesetz – “SchVG”), the Holders may in a vote without meeting pursuant to section 18 SchVG by majority resolution (i) agree with the Issuer on amendments of the Conditions of Issue with regard to matters permitted by the SchVG and (ii) appoint or dismiss a holders’ representative.

According to the Conditions of Issue, resolutions of Holders have to be passed by a majority of not less than 50 % plus one vote of the votes cast, unless a higher majority is required under mandatory provisions of statutory law or the Conditions of Issue provide for a higher majority. In accordance with the SchVG, resolutions that significantly affect the interests of the Holders (including any material amendment or waiver decision of Holders) require a majority of 75% of the votes cast.

As of the date of this Invitation to Vote, the aggregate principal amount of Notes issued and outstanding is €250,000,000. Each Holder shall participate in the Voting in accordance with the nominal amount of the Notes held by such Holder. Each Note in the principal amount of €1,000 shall count as one vote.

Adoption of the Resolution requires the consent of at least 75% of the Holders casting a vote (the “Requisite Consents”). In order to have a quorum, it is required under the SchVG that Holders representing at least 50% of the aggregate outstanding principal amount of the Notes participate in the Voting (the “Quorum”).

The Issuer will publish the results of the Voting as soon as reasonably possible on its website and in the Federal Gazette (Bundesanzeiger).

E. Legal Consequences in Case of an Adoption of the Resolutions

The implementation of the Consents sought pursuant to this Invitation to Vote (the “Consent Solicitation”) is subject to (i) the participation of the Quorum, (ii) the receipt of the Requisite Consents and (iii) the expiry of the statutory contestation period under the SchVG (provided that no contestation proceeding is outstanding with respect to the Consent Solicitation or the Resolution at such time) or if a contestation claim has been filed, the settlement or clearance of such contestation claim (together the “Consent Conditions”).

The Holders’ Representative may not act under its authorisation prior to the satisfaction of the Consent Conditions. The Issuer will procure that the New Intercreditor Agreement, the New Security Documents and the New Guarantee Agreement are entered if into and as soon as possible after satisfaction of the Consent Conditions. The effectiveness of the New Intercreditor Agreement, the New Security Documents and the New Guarantee Agreement will however be subject to the Amendments being effective.

The Issuer will procure that the Amendments are implemented by filing the Resolution with Clearstream Banking AG, Frankfurt am Main, Germany (“CBF”) and procuring that the Resolution is physically attached to the Global Note by CBF as soon as possible after satisfaction of the Consent Conditions and the Requisite Conditions. The Amendments will become effective once the Resolution has been filed with CBF and attached to the Global Note in accordance with section 21 SchVG.

If the Amendments become effective, these will be binding on all Holders of Notes issued and outstanding under the Conditions of Issue and their successors and transferees, whether or not such Holders consented to the Amendments or participated in the Voting at all.

The Issuer will make a public announcement as soon as reasonably practicable after the Amendments have become effective and the New Intercreditor Agreement, the New Guarantee Agreement and the New Security Documents have been executed by all parties thereto.

F. Voting Procedures

I. Voting Period; Termination

The Voting Period begins on 5 January 2023, 00:00 CET and ends on 9 January 2023, 24:00 CET (end of day). The Issuer reserves the right, in its sole discretion, subject to applicable law and certain contractual restrictions, at any time prior to the beginning of the Voting Period, to terminate the Voting for any reason.

The Issuer will promptly disclose such termination in a public announcement.

Without limiting the manner in which the Issuer may choose to make a public announcement of any termination of the Voting, the Issuer shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by making a timely announcement to Holders and complying with any applicable notice provisions of the Conditions of Issue and the SchVG.

II. Procedures for Voting

1. Participation in the Voting

In accordance with section 18 para. 4 SchVG in connection with section 10 para. 3 SchVG, participation in the Voting is subject to the submission of evidence of the Holder’s beneficial or legal ownership of its Notes. In order to participate in the Voting directly via the Scrutineer, Holders must provide proof of eligibility for exercising voting rights by submitting:

(1)

A special confirmation issued by the bank or other financial institution with which the Holder maintains a securities account in respect of the Notes (the “Custodian”) stating (i) the full name and address of the Holder and (ii) specifying the aggregate principal amount and/​or the number of the Notes credited to such securities account on the date of such statement (the “Special Confirmation”), and

(2)

a blocking note issued by the Custodian stating that the respective Notes are not transferable during the period from the date of such blocking note until the last day (inclusive) of the Voting Period, i.e. 9 January 2023, 24:00 CET (end of day) (the “Blocking Note” and, if submitted in combination with the Special Confirmation, the “Special Confirmation and Blocking Note”).

No separate Special Confirmation and Blocking Note is required from Holders casting their Vote through the Tabulation Agent in accordance with the procedures set out below since a special confirmation and blocking note is part of the Consent Instruction.

Votes, Voting Instructions and Consent Instructions (as defined below) may only be submitted in relation to the specified denomination of the Notes, being €1,000 (the “Specified Denomination”) and integral multiples thereof. Each Note in the Specified Denomination will carry one vote.

2. Voting through the Tabulation Agent

Holders may cast their Votes through the Tabulation Agent acting as their proxy (Stellvertreter) by instructing the Tabulation Agent to vote in favour of or against the Resolution or abstain from voting via https:/​/​deals.is.kroll.com/​accentro (the “Voting Platform”) by no later than 23:59 p.m. CET on 4 January 2023 (the “Registration Deadline”). By submitting a valid Voting Instruction, the Holder will appoint the Tabulation Agent as proxy (Stellvertreter) to vote in the manner specified in their Voting Instruction at the Voting during the Voting Period.

Holders wishing to cast their vote via the Tabulation Agent need to register by no later than the Registration Deadline and provide the following information:

the Holder’s name;

the Holder’s address; and

the aggregate principal amount and/​or number of Notes credited to such Holder’s securities account on such date

(together, the “Holder Details”).

In addition, as part of the registration, Holders must certify that they are:

(1)

a non “U.S. Person” as defined in Regulation S under the U.S. Securities Act;

(2)

a “Qualified Institutional Buyer” (“QIB”) as defined under Rule 144A of the U.S. Securities Act;

(3)

an “Accredited Investor” as defined in Rule 501(a) under the U.S. Securities Act; or

(4)

none of (1) to (3) above

(the “Certification as to Investor Status”).

Persons who certify that they are “none of (1) to (3) above” must provide the Tabulation Agent with their contact details (including telephone number and email address) as well as any other information reasonably requested by the Tabulation Agent in order to participate in the Voting through the Tabulation Agent.

Upon completion of this step of the registration process, the Voting Platform will generate an email to the Holder confirming that the registration was successfully completed and specifying a “Unique Identifier Reference”.

In addition, a Holder must, by the Registration Deadline submit (or procure the submission of) an electronic voting instruction (including a special confirmation and blocking note) to Vote and to block the relevant Notes in CBF, Clearstream Banking, S.A. or Euroclear Bank S.A./​N.V., as applicable (each a “Clearing System”), given in such form as is specified by the relevant Clearing System from time to time (a “Consent Instruction”) to the relevant Clearing System and procure that the Tabulation Agent receives such Consent Instruction via the Clearing System, by the Registration Deadline.

Each Consent Instruction must contain the following information:

the Holder Details;

the aggregate nominal amount of the Notes in respect of which a Holder wishes the Tabulation Agent (or its nominee) to vote as its proxy (Stellvertreter) in respect of the Resolution;

whether such Holder votes in favour of or against the Resolution or abstains from voting;

the name of person shown in the records of the Clearing Systems as a holder of the Notes (the “Direct Participant”) and the securities account number at the Clearing System in which the Notes are held; and

an instruction to immediately block the Notes which are the subject of the Consent Instruction in accordance with the procedures set out below under “-Procedures in respect of the Clearing System”.

The Holder must also provide the Unique Identifier Reference as obtained from the Voting Platform to its Direct Participant, so that the Direct Participant can submit the Unique Identifier Reference to the Tabulation Agent as further described below under “-Further Details on Consent Instructions”.

By submitting a Consent Instruction, the Holder makes the representations and warranties set out in this Invitation to Vote. If the Holder has validly (i) registered on the Voting Platform and instructed the Tabulation Agent and (ii) submitted a Consent Instruction in due time before the Registration Deadline, the Tabulation Agent will cast the vote on behalf of the Holder as instructed in the Voting Instruction during the Voting Period.

Separate Consent Instructions must be submitted on behalf of each Holder. The authorisations, instructions and requests described in this paragraph must be irrevocable.

Holders submitting Consent Instructions must also procure that the Clearing Systems block the Notes which are the subject of the Consent Instruction in accordance with the procedures set out in below in “-Procedures in respect of the Clearing System”.

Only Direct Participants may submit Consent Instructions to the Clearing System.

In case Holders wish to cast their vote via the Tabulation Agent, Holders need to register and provide a Consent Instruction prior to the Registration Deadline. Holders who fail to register or provide a Consent Instruction prior to the Registration Deadline will not be eligible to vote via the Tabulation Agent.

A Holder choosing to vote through the Tabulation Agent declares that in case a Countermotion (as defined in “Countermotions and Requests for Additional Resolution Items”) is submitted by a Holder (i) that is published by the Issuer in accordance with section 13 para. 4 SchVG no later than 24:00 CET (end of day) on 3 January 2023 and (ii) and in respect of which the Issuer has announced its support, any Voting Instructions submitted by a Holder prior to the submission of the Countermotion shall remain valid and will be cast by the Tabulation Agent in accordance with the Holder’s voting instructions (yes, no or abstention) in relation to the Countermotion.

If a Countermotion is submitted that does not meet any of the requirements set out in the preceding paragraph, Holders will be given the option to vote either on the Issuer’s proposed Resolution or the Countermotion. Any Voting Instructions submitted in relation to the Issuer’s proposed Resolution prior to the filing of the Countermotion will remain valid unless revoked by the Holder.

Holders may revoke or amend their Voting Instruction by sending a revocation or amendment to the Tabulation Agent at the contact details set forth in this Invitation to Vote (including via e-mail). Any such revocation or amendment of a previous Voting Instruction must be received (zugehen) by the Tabulation prior to the start of the Voting Period.

Holders that are not Direct Participants

Each Holder that is not a Direct Participant must arrange for the Direct Participant through which it holds the Notes or for the nominee, custodian, intermediary or person acting in a similar capacity for the Holder through which it holds the Notes to arrange for their Direct Participant in the Clearing System to submit a Consent Instruction, as the case may be, on its behalf to the Clearing System prior to the deadline(s) specified by such Clearing System and so as to be received by the Tabulation Agent prior to the Registration Deadline. Holders that are not Direct Participants shall instruct their Custodian to submit a Consent Instruction in respect of the Resolution, by submitting or arranging for the submission of a duly completed and valid Consent Instruction to the Clearing System in accordance with the requirements of the Clearing System.

Further Details on Consent Instructions

Receipt of such Consent Instruction by CBF from a Direct Participant will be acknowledged in accordance with the standard practices of CBF and will result in the blocking of the relevant Notes in the relevant Direct Participant’s account with CBF so that no transfers may be effected in relation to such Notes (see “—Procedures in respect of the Clearing System”).

In addition to the Consent Instruction to CBF, the Direct Participant must provide the Tabulation Agent with a detailed spreadsheet which includes the individual instructions from the underlying instructing Holders which include (i) the name of the Holder, (ii) the address of the Holder and (iii) the Unique Identifier Reference the Holder obtained from the Tabulation Agent when submitting its Voting Instruction on the Voting Platform.

CBF will transmit the Consent Instructions received from Direct Participants, either acting for itself or on behalf of the Holders, electronically to the Tabulation Agent. Upon receipt of such electronic message from CBF, the Tabulation Agent will assess whether the Holder Details in such messages correspond to the Holder Details submitted by the Holder to the Tabulation Agent upon registration on the Voting Platform. If the Tabulation Agent, in its reasonable discretion, determines that the details correspond and that it is validly instructed to vote on behalf of the relevant Holder, the Tabulation Agent will cast the votes during the Voting Period on behalf of the Holder as instructed in the Voting Instruction in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email) to the Scrutineer.

Holders may submit, or procure the submission of, a Consent Instruction at any time prior to the Registration Deadline.

Holders are advised to check with any nominee, custodian, intermediary or person acting in a similar capacity for the Holder whether such nominee, custodian, intermediary or person acting in a similar capacity for the Holder would require receipt of instructions to participate in the Voting before the Registration Deadline. The deadlines set by the Clearing System for the submission of Consent Instructions may also be earlier than the relevant deadlines specified in this Consent Solicitation Statement.

Procedures in respect of the Clearing System

A Holder will, upon submitting a Consent Instruction, or arranging for such Consent Instruction to be submitted by the Custodian, agree that its Notes (i) held in the relevant account of the relevant Custodian will be blocked from the date the relevant instruction is received by the Custodian and (ii) held in the relevant account in the Clearing System will be blocked from the date the relevant Consent Instruction is submitted, in each case until the earlier of (x) the date on which the relevant instruction and/​or Consent Instruction is validly revoked, (y) the date on which the Consent Solicitation is terminated, withdrawn or otherwise not consummated and (z) the expiry of the Voting Period.

By submission of a Consent Instruction each Holder procures that its Notes subject to a Consent Instruction will be blocked in the securities account to which they are credited in the Clearing System with effect as from, and including, the day on which the Consent Instruction is submitted, so that no transfers of such Notes may be effected at any time after such date until the earlier of (i) the date on which the relevant instruction and/​or Consent Instruction is validly revoked, (ii) the date on which the Consent Solicitation is terminated, withdrawn or otherwise not consummated and (iii) the expiry of the Voting Period. Such Notes should be blocked in accordance with the procedures of the Clearing System and the deadlines required by the Clearing System. The Tabulation Agent shall be entitled to treat the receipt of a Consent Instruction as a confirmation that such Notes have been so blocked. The Tabulation Agent may require the Clearing System to confirm in writing that such Notes have been blocked with effect as from the date of submission of the Consent Instruction. In the event that the Clearing System fails to provide such confirmation, the Tabulation Agent shall inform the Scrutineer, and the Scrutineer shall be entitled, but not obliged, to reject the Consent Instruction and if rejected, the Vote in respect thereof shall be treated as not having been made.

Direct Participants in CBF give authority to CBF to disclose their identity to the Tabulation Agent, the Scrutineer and their respective legal advisers upon submission of a Consent Instruction, and as long as such Consent Instruction has not been validly revoked in accordance with the terms herein prior to the provision of such details.

Additional Terms when voting through the Tabulation Agent

The following additional terms apply to all Holders who vote through the Tabulation Agent.

For the avoidance of doubt, these additional terms do not apply to Holders who cast their vote to the Scrutineer directly.

1.

All communications, notices, certificates, or other documents to be delivered to or by a Holder will be delivered by or sent to or by it at the Holder’s own risk. None of the Issuer, the Guarantors, the Security Agent, the Scrutineer, the Tabulation Agent or the Holders’ Representative shall accept any responsibility for failure of delivery of a notice, communication or any other document.

2.

All delivered Votes shall be deemed to be made on the terms set out in this Invitation to Vote.

3.

The Scrutineer may determine the validity of a registration or a delivery of Votes.

4.

Holders are solely responsible for complying with all of the procedures for participating in the Voting, including timely registration and the submission of Consent Instructions to the Tabulation Agent. To the extent the Scrutineer determines there are any defects or irregularities in connection with the registration or deliveries of Votes, these must be cured prior to the end of the Voting Period. None of the Scrutineer, the Issuer, or any other person shall be under any duty to give notification of any defects or irregularities in a registration or delivery of Votes, nor shall any of them incur any liability for failure to give such notifications. Such registration and delivery of such Votes may be deemed not to have been made until such irregularities have been cured.

5.

Without limiting the manner in which the Issuer may choose to make any public announcement, the Issuer shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by making a timely announcement to Holders and complying with any applicable notice provisions of the Conditions of Issue or the SchVG.

6.

Each Holder who votes through the Tabulation Agent represents that it is not an affiliate (verbundenes Unternehmen) of the Issuer in the meaning of section 271 para. 2 of the German Commercial Code (Handelsgesetzbuch) and does not hold the Notes for the account of the Issuer or any of its affiliates. In accordance with the SchVG, voting rights are suspended with respect to Notes which are (i) attributable to the Issuer or an affiliate of the Issuer or (ii) held for the account of the Issuer or any of its affiliates.

7.

If Holders vote through the Tabulation Agent, the submission of a Consent Instruction to the Clearing System shall constitute an agreement, acknowledgement, undertaking, representation and warranty by the Holder and any Direct Participant submitting a Consent Instruction on such Holder’s behalf (if applicable) to each of the Issuer, the Tabulation Agent and the Scrutineer that at the time of submission of the Consent Instruction prior to the Registration Deadline:

(a)

it acknowledges that it has received and reviewed, understands and accepts the terms, conditions, risk factors, offer and distribution restrictions and other considerations set out in this Invitation to Vote;

(b)

in case of a Direct Participant, by blocking Notes in the Clearing System, it will consent and authorise the Clearing System to provide the Tabulation Agent, the Scrutineer and their respective legal advisers with details of the identity of the Direct Participant and as long as such Consent Instruction has not been withdrawn in accordance with the terms herein prior to the provision of such details;

(c)

it acknowledges that none of the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees has made any recommendation as to whether (or how) to vote in respect of the Resolution and it represents that it has made its own decision with regard to voting in respect of the Resolution based on any legal, tax or financial advice that it has deemed necessary to seek;

(d)

it acknowledges that none of the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees has given it any information with respect to the Voting save as expressly set out in this Invitation to Vote and the Consent Solicitation Statement and any notice in relation thereto nor has any of the Tabulation Agent or the Scrutineer made any recommendation to it as to whether or how it should vote in respect of the Resolution and it has made its own decision with regard to voting in respect of the Resolution based on any legal, tax or financial advice it has deemed necessary to seek;

(e)

it acknowledges that no information has been provided to it by the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees with regard to the tax consequences to Holders arising from the Resolution;

(f)

it has observed the laws of all relevant jurisdictions, obtained all requisite governmental, exchange control or other required consents, complied with all requisite formalities and paid any issue, transfer or other taxes or requisite payments due from it, in each respect, in connection with the Voting or submitting a Consent Instruction, in any jurisdiction and that it has not taken or omitted to take any action in breach of these representations or which will or may result in the Scrutineer or any other person acting in breach of the legal or regulatory requirements of any such jurisdiction in connection with the Voting or any votes;

(g)

it has full power and authority to submit a Consent Instruction to vote;

(h)

any Consent Instruction delivered by it in respect of the Resolution is made upon the terms and subject to the conditions of the Invitation to Vote;

(i)

in case of a Consent Instruction, it will, upon request, execute and deliver any additional documents and/​or do such other things deemed by the Issuer to be necessary or desirable to effect delivery of the Consent Instructions related to such Notes or to evidence such power and authority;

(j)

it is not a person from whom it is unlawful to seek approval of the Resolution, to receive the Invitation to Vote or otherwise to participate in the Voting;

(k)

in case of a Consent Instruction, the terms and conditions of the Invitation to Vote shall be deemed to be incorporated in, and form a part of, the Consent Instruction which shall be read and construed accordingly and that the information given by or on behalf of such Holder in the Consent Instruction is true and will be true in all respects at the time of the Voting;

(l)

in case of a Consent Instruction, it holds and will hold, the Notes specified in the Consent Instruction in the account(s) specified in the Consent Instruction. It further hereby represents, warrants to the Issuer, the Tabulation Agent and the Scrutineer and undertakes that, in accordance with the procedures of CBF, and by the deadline required by CBF it has irrevocably instructed as the case may be to block such Notes with effect on and from the date of the Consent Instruction so that, at any time until the earlier of (i) the date on which the Voting is terminated, withdrawn or otherwise not consummated, (ii) the date on which the relevant Consent Instruction is validly revoked and (iii) the last day (inclusive) of the Voting Period, i.e. 9 January 2023, 24:00 (CET) (end of day), no transfers of such Notes may be effected; and it hereby represents, warrants and undertakes that it has delivered an individual, matching blocking instruction in respect of the relevant Notes specified in the Consent Instruction to CBF and has ensured that the relevant blocking instruction can be allocated to such Notes; and

(m)

it is not a Sanctioned Person (as defined below).

If the relevant Holder wishing to vote through the Tabulation Agent is unable to give any of the representations and warranties described above, such Holder should contact the Tabulation Agent.

8.

Save as otherwise provided herein, any announcement given to a Holder who voted through the Tabulation Agent will be deemed to have been duly given if delivered by the Tabulation Agent for onward transmission through the Clearing System. All notices will be given or published in accordance with the Conditions of Issue.

9.

Each Holder voting through the Tabulation Agent and submitting a Consent Instruction in accordance with its terms agrees to indemnify and hold harmless on an after-tax basis, the Issuer, the Tabulation Agent, the Scrutineer, and any of their respective affiliates, directors or employees against all and any losses, costs, claims, liabilities, expenses, charges, actions or demands which any of them may incur or which may be made against any of them as a result of any breach of any of the terms of, or any of the representations, warranties and/​or undertakings given pursuant to, such Consent Instruction to vote by such Holder.

10.

All questions as to the validity, form and eligibility of any Consent Instruction (including the time of receipt or the compliance of such Consent Instruction with all applicable laws and regulations, including any regulations published by a Sanctions Authority) or revocation or revision thereof or delivery of Consent Instructions will be determined by the Scrutineer, in its sole discretion, subject to applicable law, which determination will be final and binding. Subject to applicable law, the Scrutineer’s interpretation of the terms and conditions of and validity, form and eligibility of the Voting and any vote (including any instructions in the Consent Instruction) shall be final and binding. No alternative, conditional or (subject to the terms herein) contingent Consent Instructions will be accepted. Subject to applicable law, the Scrutineer may: (a) in its duly exercised discretion reject any Consent Instruction submitted by a Holder or (b) in its duly exercised discretion elect to treat as valid a Consent Instruction, in both cases, not complying in all respects with the terms of the Invitation to Vote or in respect of which the relevant Holder does not comply with all the subsequent requirements of these terms and such determination will be final and binding.

11.

Unless waived by the Scrutineer any irregularities in connection with any Consent Instruction must be cured within such time as the Scrutineer shall in its absolute discretion determine, subject to applicable law. None of the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees or any other person will be under any duty to give notification of any defects or irregularities in such Consent Instruction, nor will any of such entities or persons incur any liability for failure to give such notification.

12.

Any communication (whether electronic or otherwise) addressed to the Scrutineer or the Tabulation Agent is communicated on behalf of a Holder by an attorney-in-fact, custodian, trustee, administrator, director or officer of a corporation or any other person acting in a fiduciary or representative capacity (other than a Direct Participant in its capacity as such), that fact must be indicated in the communication, and a power of attorney or other form of authority, in a form satisfactory to the Scrutineer, must be delivered to the Tabulation Agent by the end of the Voting Period. Failure to submit such evidence as aforesaid may result in rejection of the acceptance. Neither the Scrutineer nor the Tabulation Agent shall have any responsibility to check the genuineness of any such power of attorney or other form of authority so delivered and may conclusively rely on, and shall be protected in acting in reliance upon, any such power of attorney or other form of authority.

13.

None of the Issuer, the Tabulation Agent, the Scrutineer or any of their respective affiliates, directors or employees accepts any responsibility whatsoever for failure of delivery of any Consent Instruction or any other notice or communication or any other action required under these terms. The Scrutineer’s determination in respect of any Consent Instruction or any other notice or communication shall be final and binding.

For purposes of this section “Additional Terms when voting through the Tabulation Agent”:

Sanctions Authority” refers to (i) the United States government, (ii) the United Nations, (iii) the European Union (or any of its member states), (iv) the United Kingdom or (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions, and the respective governmental institutions and agencies of any of the foregoing, including, without limitation, the Office of Foreign Assets Control of the U S Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury; and

Sanctioned Person” refers to a person or entity (a “Person”) (i) that is organised or resident in a country or territory which is the target of comprehensive country sanctions administered or enforced by any Sanctions Authority, (ii) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (a) the most current “Specially Designated Nationals and Blocked Persons” list (which as of the date hereof can be found at: https:/​/​www.treasury.gov/​ofac/​downloads/​sdnlist.pdf) or (b) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http:/​/​www.treasury.gov/​ofac/​downloads/​fse/​fselist.pdf) or (c) the most current “Consolidated list of persons, groups and entities subject to EU financial sanctions” (which as of the date hereof can be found at: https:/​/​data.europa.eu/​data/​datasets/​consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions?locale=en) or (iii) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the most current “Sectoral Sanctions Identifications” list (which as of the date hereof can be found at: https:/​/​www.treasury.gov/​ofac/​downloads/​ssi/​ssilist.pdf) (the “SSI List”), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/​2014, as amended (the “EU Annexes”), or (c) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes.

3. Direct Voting to the Scrutineer

While Holders are encouraged (but not required) to cast Votes through the Voting Platform, each Holder may alternatively cast votes directly to the Scrutineer, either by acting as principal on its own behalf or by appointing a proxy (Stellvertreter), voting agent or other agent (other than the Tabulation Agent). A Registration however is not necessary in this case.

Holders may cast their Votes by sending a document in text form (as defined in Section 126b of the German Civil Code (Bürgerliches Gesetzbuch), e.g. via mail, fax or email), in the German or English language, setting out the Holder Details and the vote in favour or against the Resolution or the abstaining vote (the “Voting Form”) during the Voting Period in text form in the German or English language to the following address of the Scrutineer:

Notary public Dr. Christiane Mühe

Address: Taunusanlage 17, 60325 Frankfurt am Main, Federal Republic of Germany

Fax: +49 69 7079 685 – 55

Email: accentro@fm-notare.com

The Voting Form must be received (zugehen) by the Scrutineer within the Voting Period.

Holders are requested to use the standard form for voting document which can be downloaded under https:/​/​investors.accentro.de/​en/​bondholdermeeting. However, use of the standard form of voting document is not required to participate in the Voting.

Moreover, Holders must provide proof of eligibility for exercising voting rights by submitting the Special Confirmation and Blocking Note issued by the Custodian by the end of the Voting Period (i.e. until 9 January 2023, 24:00 (CET) (end of day)) in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email) to the Scrutineer. If the Special Confirmation and Blocking Note is issued after the vote was cast, a confirmation must be submitted by the end of the Voting Period that the relevant Notes had already been blocked at the date the vote was cast. It is the Holders’ responsibility to inform their Custodian of whether they already cast their votes at the time they instruct the Custodian to issue the Special Confirmation and Blocking Note.

A form of the Special Confirmation and Blocking Note can be downloaded under https:/​/​investors.accentro.de/​en/​bondholdermeeting. Use of the form of Special Confirmation and Blocking Note is not required to participate in the Voting. However, Holders who fail to provide a proper Special Confirmation and Blocking Note by the end of the Voting Period will not be eligible to vote.

In addition, Holders are requested (but not required) to provide a Certification as to Investor Status. Persons who certify that they are neither (1) a non-“U.S. Person” as defined in Regulation S under the U.S. Securities Act, (2) a “Qualified Institutional Buyer” (“QIB”) as defined under Rule 144A of the U.S. Securities Act nor (3) an “Accredited Investor” as defined in Rule 501(a) under the U.S. Securities Act in the Certification as to Investor Status must provide the Scrutineer with their contact details (including telephone number and email address) as well as any other information reasonably requested by the Scrutineer.

For the avoidance of doubt, Holders who cast their votes directly to the Scrutineer are not bound by the additional terms as set out under “ Additional Terms when voting through the Tabulation Agent ”.

Votes which are received by the Scrutineer prior to the beginning of or after the expiry of the Voting Period will be disregarded and will be of no effect.

4. Representation by Proxy

When voting directly to the Scrutineer, each Holder may be represented by a proxy (Stellvertreter), voting agent or other agent. The power of attorney and any instructions given to the proxy (Stellvertreter) by the principal must be in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email). A form of a power of attorney can be downloaded under https:/​/​investors.accentro.de/​en/​bondholdermeeting. However, use of the form of power of attorney is not required to participate in the Voting. The Scrutineer must receive (zugehen) the power of attorney (and the Special Confirmation and Blocking Note) by no later than the end of the Voting Period by submitting the power of attorney in text form (as defined in Section 126b of the BGB, e.g. via mail, fax or email). To the extent applicable, the power of representation of the person issuing the power of attorney shall also be received by the Scrutineer by no later than the end of the Voting Period. Votes cast by a proxy (Stellvertreter), voting agent or other agent (other than the Tabulation Agent) on behalf of a Holder without submitting a power of attorney by the end of the Voting Period may not be considered by the Scrutineer.

If Holders are represented by legal representatives (e.g. a child by its parents, a ward by its guardian) or by an official administrator (e.g., an insolvent debtor by its insolvency administrator), the legal representative or the official administrator are requested to prove their statutory power of representation in adequate form (e.g. by means of a copy of the civil status documents (Personenstandsunterlagen) or the warrant of appointment (Bestellungsurkunde)) in addition to providing proof that the person they represent is a Holder.

Holders that are incorporated as corporations, partnerships or other legal entities under German law (e.g. a stock corporation (Aktiengesellschaft), a limited liability company (GmbH), a limited partnership (Kommanditgesellschaft), a general partnership (Offene Handelsgesellschaft), an entrepreneurial company (Unternehmergesellschaft) or a partnership under the Civil Code (Gesellschaft bürgerlichen Rechts)) or under foreign law (e.g. a limited company under English law) are requested to prove the power of representation of their legal representatives and authorised signatories by the end of the Voting Period, in addition to providing proof of the qualification as Holder of Notes of the entity or partnership they represent. This may be done by submitting a current excerpt from the relevant register (e.g. commercial register (Handelsregister), register of associations (Vereinsregister)) or by means of another, equivalent certification (e.g. certificate of incumbency, secretary certificate). Such proof of power of representation is not a condition for participating in the Voting.

All questions as to the form of documents and validity, form, eligibility (including time of receipt) and acceptance of a Vote will be determined by the Scrutineer, which determination shall be final and binding subject to applicable law.

5. No General Revocation Rights

Any Voting Forms received by the Scrutineer may generally not be revoked by Holders after the beginning of the Voting Period. A revocation of a cast Vote after receipt shall only be considered if there is good cause prior to the beginning of the Voting Period.

III. Countermotions and Requests for Additional Resolution Items

Each Holder is entitled to submit own resolution proposals regarding the resolution items to be voted on pursuant to this Invitation to Vote (the “Countermotions”). Any Countermotion submitted by a Holder prior to the beginning of the Voting Period will promptly be made available by the Issuer on its website (www.accentro.de) under https:/​/​investors.accentro.de/​en/​bondholdermeeting to all Holders up to the end of the Voting Period. One or more Holders holding together not less than 5% of the outstanding aggregate principal amount of the Notes may request that new items are published for resolution (the “Requests for Additional Resolution Items”).

Requests for Additional Resolution Items shall be submitted to the Scrutineer via post, facsimile or email at the contact details set forth above under “Direct Voting to the Scrutineer” prior to the commencement of the Voting Period. Requests for Additional Resolution Items should be submitted in a timely manner in accordance with the provisions of the SchVG in order to ensure that they are received by the Issuer prior to the beginning of the Voting Period so they can be published by the Issuer in the Federal Gazette (Bundesanzeiger) and delivered to the Clearing System for communication to the Holders in accordance with the Conditions of Issue no later than the third day before the start of the Voting Period, i.e. no later than 2 January 2023. Accordingly, Requests for Additional Resolution Items need to be received no later than 27 December 2022.

Countermotions and Requests for Additional Resolution Items should be accompanied by a Special Confirmation evidencing the status as Holder and (in the case of a Request for Additional Resolution Items) the 5% quorum.

IV. Voting Fee

No voting fee, consent fee or similar fee or consideration will be paid to Holders in connection with the Voting.

V. Tabulation Agent

The Issuer has retained Kroll Issuer Services Limited to act as Tabulation Agent in connection with the Voting.

The Tabulation Agent will answer questions from Holders in respect of the Registration, Voting Instructions and Consent Instructions. Questions may be directed to the Tabulation Agent at the following contact details:

Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Paul Kamminga /​ Arlind Bytyqi
E-mail: accentro@is.kroll.com
https:/​/​deals.is.kroll.com/​accentro

The Tabulation Agent may contact Holders regarding the Consent Solicitation, the Registration and the Voting, and may, subject to the terms of this Invitation to Vote, request brokerage houses, custodians, nominees, fiduciaries and others to forward this Invitation to Vote, the Consent Solicitation Statement, any notice in relation thereto and related materials to Holders. On 25 October 2022, the Issuer has entered into an engagement letter with the Tabulation Agent, which contains certain provisions regarding payment of fees, expense reimbursement and indemnity arrangements relating to the Voting.

VI. Scrutineer

The Issuer has appointed the notary public Dr. Christiane Mühe, Taunusanlage 17, 60325 Frankfurt am Main, Federal Republic of Germany, to act as Scrutineer in connection with the Voting.

The Scrutineer will conduct the Voting. The Scrutineer will determine each Holder’s entitlement to vote on the basis of evidence presented and prepare a register of the Holders entitled to vote. The Scrutineer will also take minutes of the Voting. The Scrutineer will receive a statutory fee for its services.

The contact details of the Scrutineer are set forth above under “Direct Voting to the Scrutineer”.

VII. Fees and Expenses of the Voting

The Issuer will bear the costs of the Voting and pay all fees and expenses in connection with the Voting, except for any fees and expenses incurred by any individual Holder in connection with the Voting.

VIII. Requests for Assistance

Requests for assistance in completing and delivering Votes or any documents related to the Voting and requests for additional copies of this Invitation to Vote or the Consent Solicitation Statement and other relevant documents may be directed to the Tabulation Agent at its contact details set forth above. Holders may also contact their broker, dealer, commercial bank, custodian, trust company or other nominee for assistance concerning the Voting.

G. Available Information

From the date of this Invitation to Vote until the end of the Voting Period, the following documents will be accessible to Holders on the Voting Platform and on ACCENTRO’s website at https:/​/​investors.accentro.de/​en/​bondholdermeeting:

(1)

this Invitation to Vote;

(2)

the Consent Solicitation Statement;

(3)

a standard Voting Form;

(4)

a standard Special Confirmation and Blocking Note;

(5)

a standard power of attorney; and

(4)

the current version of the Conditions of Issue.

The Tabulation Agent will also furnish without charge to each Holder who has provided a Certification as to Investor Status additional copies of the Consent Solicitation Statement and the other documents listed above. Requests for such documents should be directed to the Tabulation Agent at its contact details set forth above under “Tabulation Agent”.

Berlin, 21 December 2022

Accentro Real Estate AG

The management board (Vorstand) (Lars Schriewer)

Annex A—Summary of New Intercreditor Agreement Terms

The following description of certain provisions of the New Intercreditor Agreement summarises certain provisions of the Intercreditor Agreement. It does not restate the New Intercreditor Agreement in its entirety nor does it describe provisions relating to the rights and obligations of holders of other classes of the ACCENTRO Group’s debt.

Parties

The New Intercreditor Agreement will be entered into among:

the Issuer;

the Holders’ Representative;

Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellshaft (the “Private Placement Notes Holders’ Representative”) as the holders’ representative for the €100,000,000 Senior Notes originally due 2026 issued by the Issuer on 23 March 2021 (the “Private Placement Notes”);

certain subsidiaries of the Issuer as intra-group lenders (the “Intra-Group Lenders”);

the Guarantors; and

the Security Agent.

The New Intercreditor Agreement will provide that all measures, actions and declarations for the Holders are taken, executed, performed and given by the Holders’ Representative.

Effectiveness

The Effectiveness of the New Intercreditor Agreement will be conditional upon (aufschiebend bedingt) (i) the Amendments to the Notes being effective and (ii) the Issuer having notified each of the Holders’ Representative, the Private Placement Holders’ Representative and the Security Agent thereof.

General

The New Intercreditor Agreement will govern, inter alia, the relationships and relative priorities among (i) the Holders and the Holders’ Representative; (ii) the holders of the Private Placement Notes and the Private Placement Notes Holders’ Representative; (iii) certain intra-group creditors and debtors; (iv) upon accession, any direct or indirect shareholder of the Issuer that has made a loan to a member of the Group and has acceded to the New Intercreditor Agreement as a subordinated creditor (each a “Subordinated Creditor”) and (v) the Security Agent.

The New Intercreditor Agreement, among other things, sets out:

when payments can be made in respect of certain indebtedness of the Debtors (as defined below), in particular certain intra-group indebtedness and subordinated liabilities;

when enforcement actions can be taken in respect of that indebtedness;

the terms pursuant to which that indebtedness will be subordinated upon the occurrence of certain insolvency events;

when enforcement actions can be taken in respect of the transaction security (including the security interests to be granted under the New Security Documents);

turnover provisions; and

when the transaction security and Guarantees will be released to permit a sale of the Collateral.

Ranking and Priority; Transaction Security

Primary Liabilities

The New Intercreditor Agreement will provide that, subject to the terms of the New Intercreditor Agreement, the liabilities owed by the Issuer, the Guarantors and each other debtor under the New Intercreditor Agreement (together, the “Debtors”) to each Holder, each holder of the Private Placement Notes, the Holders’ Representative, the Private Placement Notes Holders’ Representative and the Security Agent (together, the “Primary Creditors”) under the Notes Finance Documents (as defined below) (such liabilities, the “Primary Liabilities”) shall rank pari passu and without any preference between them

Notes Finance Documents” refers to the Notes (including the Amended Conditions of Issue), the Private Placement Notes (including the conditions of issue thereof), the Guarantees, the guarantees for the benefit of the Private Placement Notes, the New Intercreditor Agreement, the New Security Documents and each other document entered into under or in connection with the Notes or the Private Placement Notes.

Intra-Group Liabilities and Subordinated Liabilities

The New Intercreditor Agreement will provide that the liabilities owed by the Issuer or any of the Guarantors to any of the Intra-Group Lenders (the “Intra-Group Liabilities”) or any Subordinated Creditor (the “Subordinated Liabilities”) will be postponed and subordinated to the Primary Liabilities. However, the Debtors will not be prohibited from making payments in respect of Intra-Group Liabilities if (i) such payment would not result in a breach of the Notes Finance Documents and (ii) no “acceleration event” has occurred under the Notes Finance Documents or following, the occurrence of an acceleration event if such payment is made facilitate a payment of Primary Liabilities or made with the consent of the Instructing Group (as defined below). The Debtors may make payments on the Subordinated Liabilities if (i) the payment is not prohibited by the Notes Finance Documents or (ii) the Primary Creditors consent to such payment.

Other than in relation to instructions as to enforcement with respect to the transaction security, “Instructing Group” means:

prior to the first date on which all liabilities under the Notes have been fully and finally discharged to the satisfaction of the Holders’ Representative, whether or not as a result of an enforcement, and the Holders and the Holders’ Representative are under no further obligation to provide financial accommodation to any of the Debtors under the Notes, the Guarantees, the New Security Documents, the New Security Documents and each other document entered into under or in connection with the Notes (the “Notes Discharge Date”), the Primary Creditors who, when taken together in the aggregate hold more than 50% of the principal amount of the Notes and the Private Placement Notes outstanding at that time; and

on or after the Notes Discharge Date, holders of the Private Placement Notes who, when taken together in the aggregate hold more than 50% of the principal amount of the Private Placement Notes then outstanding (the “Majority Private Placement Notes Creditors”).

Transaction Security

The New Intercreditor Agreement will further provide that the transaction security (including the security interests to be granted under the New Security Documents) shall rank and secure the Primary Liabilities pari passu and without any preference between them (but only to the extent that such transaction security is expressed to secure those liabilities).

No Primary Creditor may take, accept or receive the benefit of any security, guarantee, indemnity or other assurance against loss from (or over the assets of or over the shares in) any member of the ACCENTRO Group in respect of any Primary Liabilities other than (i) common transaction security and (ii) any guarantee, indemnity or other assurance against loss contained or provided for in the Notes Finance Documents and the New Intercreditor Agreement unless the prior consent of the Instructing Group is obtained.

Limitation on Amendments of Notes Finance Documents

The New Intercreditor Agreement will provide that, subject to the immediately succeeding paragraph, the Primary Creditors and the Debtors may amend or waive the terms of the Notes Finance Documents in accordance with their terms (and subject to any consent required under them) at any time.

However a group of Primary Creditors and the Debtors may not amend or waive the terms of the Notes Finance Documents without the prior written consent of the other Primary Creditors (or its creditor representative) if the amendments or waiver results in, in relation to the Notes Finance Documents (in the form immediately following the effectiveness of the New Intercreditor Agreement), an amendment or waiver which:

(a)

constitutes an increase in the applicable margin, or the inclusion of an additional margin relating to the Notes and/​or the Private Placement Notes (as applicable), in each case (i) in an amount exceeding the Margin Headroom (as defined below), other than such an increase, addition or inclusion which is contemplated by the Notes Finance Documents (in the form immediately following the effectiveness of the New Intercreditor Agreement) or (ii) without applying such increase in the applicable margin, or the inclusion of an additional margin relating to the Private Placement Notes or to the Notes also to the respective other instrument in the same amount;

(b)

constitutes an increase in, or addition of, any fees or commission other than such an increase or addition which is:

(i)

in respect of arm’s length fees, commission or other premia, in consideration for the amendment or waiver of, or the giving of a consent under, any term of a Notes Finance Document (in the form immediately following the effectiveness of the New Intercreditor Agreement);

(ii)

contemplated by the Notes Finance Documents (in the form immediately following the effectiveness of the New Intercreditor Agreement); or

(iii)

in respect of an arm’s length fee or commission payable to a creditor representative;

(c)

has the effect of making a member of the ACCENTRO Group liable to make additional or increased payments other than:

(i)

such additional or increased payments provided for under the Notes Finance Documents (in the form immediately following the effectiveness of the New Intercreditor Agreement); or

(ii)

such an amendment or waiver which is permitted as a consequence of paragraphs (a) and (b) above;

(d)

which changes the final maturity date of the Private Placement Notes to a date that is earlier than 23 March 2029 or provides for an obligation to mandatorily repurchase or redeem the Private Placement Notes which is not contemplated by the terms of the Private Placement Notes (in the form immediately following the effectiveness of the New Intercreditor Agreement).

Margin Headroom” means, at any time and in relation to (i) any increase to the margin applicable to the Notes in accordance with the terms of the New Intercreditor Agreement (the “Notes Margin Increase”) and (ii) any increase to the margin applicable to the Private Placement Notes in accordance with the terms of the New Intercreditor Agreement (the “Private Placement Notes Margin Increase”), an effect, which, when aggregated with any other or previously applicable Notes Margin Increase or Private Placement Notes Margin Increase is equivalent to an increase in the relevant margin (as it applied to the Notes and the Private Placement Notes (as applicable) following the effectiveness of the New Intercreditor Agreement) by up to 2 per cent. per annum.

Enforcement Regime

Composition of the Instructing Group

The New Intercreditor Agreement will provide that the Security Agent may generally refrain from enforcing the transaction security or taking other enforcement action unless instructed otherwise by the requisite group of Primary Creditors. Subject to the consultation requirements described under “—Consultation” and the remainder of this section, the Security Agent shall enforce the transaction security in such manner (including the selection of any administrator of any Debtor to be appointed by the Security Agent) (the “Enforcement Instructions”) as Holders who, when taken together in the aggregate hold more than 50% of the principal amount of the Notes then outstanding (the “Majority Notes Creditors”) shall instruct it. However, if the Majority Notes Creditors have not either

(a)

made a determination as to the method of enforcement they wish to instruct the Security Agent to pursue (and notified the Security Agent of that determination in writing); or

(b)

appointed a financial advisor to assist them in making such determination

within three (3) months of the date of the Initial Enforcement Notice (as defined below), then the Security Agent will act in accordance with enforcement instructions received from the Majority Private Placement Notes Creditors.

Following the Notes Discharge Date, any Enforcement Instructions with respect to the transaction security may be given by the Majority Private Placement Notes Creditors.

Prior to the Notes Discharge Date:

(a)

if the Majority Notes Creditors have instructed the Security Agent to cease or not proceed with an enforcement; or

(b)

in the absence of Enforcement Instructions following a period of three months from the date of relevant transaction security becoming enforceable from the Majority Notes Creditors,

the Security Agent shall give effect to any instructions to enforce the transaction security in accordance with the instructions provided by the Majority Private Placement Notes Creditors.

Consultation

Before giving any enforcement instructions to the Security Agent or taking any other enforcement action, the relevant group of Primary Creditors (through their respective creditor representative where relevant) shall consult with the other Primary Creditors (through their respective creditor representatives where relevant) in good faith about such instructions for a period of not less than fourteen (14) days (the “Consultation Period”) and only following the expiry of a Consultation Period shall the relevant group of Primary Creditors be entitled to give such enforcement instructions to the Security Agent to enforce the transaction security or take any other enforcement action in accordance with the New Intercreditor Agreement.

A creditor representative shall not be obliged to consult in accordance with the preceding paragraph and the relevant group of Primary Creditors or Instructing Group (as applicable) shall be entitled to give any enforcement instructions to the Security Agent or take any other enforcement action prior to the end of a Consultation Period if:

(a)

the transaction security subject to the relevant enforcement instructions or enforcement action has become enforceable as a result of an Insolvency Event (as defined below); or

(b)

the relevant Instructing Group or creditor representatives of any of the members of the relevant Instructing Group (acting on their instructions) determines in good faith (and notifies each other creditor representative and the Security Agent) that to enter into such consultation and delay the commencement of enforcement of the transaction security could reasonably be expected to have an adverse effect on:

(i)

the Security Agent’s ability to enforce any of the transaction security;

(ii)

the realisation proceeds of any enforcement of the transaction security; or

(iii)

the quantum or timing of recovery of the relevant Primary Liabilities.

Insolvency Event” includes, in relation to any member of the ACCENTRO Group, (a) the passing of any resolution or making of any order for the winding up, judicial management, dissolution, administration, reorganisation or commencement of business rescue proceedings of that member of the ACCENTRO Group, and in particular, if that member of the ACCENTRO Group is incorporated, established or having its centre of main interests in Germany, that member of the ACCENTRO Group files a petition for the opening of insolvency proceedings (Antrag auf Eröffnung des Insolvenzverfahrens) or that the competent court takes any of the actions set out in the German Insolvency Code (Insolvenzordnung) or opens insolvency proceedings (Eröffnung des Insolvenzverfahrens) against that member of the Group, (b) the declaration of a moratorium in relation to any of its indebtedness, (c) any composition, compromise, assignment or arrangement is made with any of its creditors, (d) the appointment of a liquidator, receiver, examiner, administrative receiver, compulsory manager or other similar officer in respect of it or any of its assets, or (e) any analogous procedure or step is taken in any jurisdiction.

Enforcement of Transaction Security

If either the Majority Notes Creditors or the Majority Private Placement Notes Creditors wish to issue enforcement instructions, the creditor representative representing the Majority Notes Creditors or Majority Private Placement Notes Creditors (as the case may be) shall deliver a copy of those proposed enforcement instructions (an “Initial Enforcement Notice”) to the Security Agent and the Security Agent shall promptly forward such Initial Enforcement Notice to each creditor representative which did not deliver such Initial Enforcement Notice.

If (i) an Initial Enforcement Notice is delivered by the Private Placement Notes Holders’ Representative or (ii) the relevant Consultation Period has commenced, the Holders’ Representative representing the Majority Notes Creditors shall, without undue delay, call for a meeting of the Holders to provide Enforcement Instructions to such Holders’ Representative representing the Majority Notes Creditors.

If (i) an Initial Enforcement Notice is delivered by the creditor representative representing the Majority Private Placement Notes Creditors because the Majority Private Placement Notes Creditors wish to enforce or (ii) the Consultation Period has commenced, the Notes Representative representing the Majority Notes Creditors shall without undue delay call for a meeting of the Holders to provide Enforcement Instructions to such Notes Representative representing the Majority Notes Creditors.

If the transaction security is being enforced in accordance with the terms of the New Intercreditor Agreement, the Security Agent shall enforce the relevant transaction security in accordance with the Enforcement Instructions or, in the absence of any such Enforcement Instructions, as the Security Agent considers in its reasonable discretion to be appropriate.

No secured party shall have any independent power to enforce, or to have recourse to enforce, any transaction security or to exercise any right, power, authority or discretion arising under the security documents except through the Security Agent.

Turnover by Creditors

Subject to certain exceptions, the New Intercreditor Agreement provides that if, at any time prior to the first date on which the Primary Liabilities have been discharged in full (the “Final Discharge Date”) any creditor receives or recovers:

(a)

any payment or distribution of, or on account of or in relation to, any of the liabilities owed to the creditors under the Debt Documents (as defined below) other than any payment or distribution which is either (x) permitted under the New Intercreditor Agreement or (y) made in accordance with the provisions set out below under “—Application of Proceeds”;

(b)

subject to certain exceptions, any amount by way of set-off in respect of any of the liabilities owed to it under the Debt Documents which does not give effect to a payment permitted under the New Intercreditor Agreement;

(c)

subject to certain exceptions regarding set-off and other than any amount received or recovered in accordance with the provisions set out below under “—Application of Proceeds”, any amount:

(i)

on account of, or in relation to, any of the liabilities owed to the creditors under the Debt Documents (A) after the occurrence of an acceleration event which has occurred and is continuing or the enforcement of any transaction security (a “Distress Event”) or (B) as a result of any other litigation or proceedings against a member of the Group (other than after the occurrence of an Insolvency Event); or

(ii)

by way of set-off in respect of any of the liabilities owed to it after the occurrence of Distress Event;

(d)

the proceeds of any enforcement of any of the transaction security except in accordance with the provisions set out below under “—Application of Proceeds”; or

(e)

subject to certain exceptions regarding set-off, any distribution in cash or in kind or payment of, or on account of or in relation to, any of the liabilities owed by any member of the Group which is not in accordance with the provisions set out below under “—Application of Proceeds” and which is made as a result of, or after, the occurrence of an Insolvency Event (as defined below),

that creditor will:

(f)

in relation to receipts and recoveries not received or recovered by way of set-off (x) hold an amount of that receipt or recovery equal to the relevant liabilities (or if less, the amount received or recovered) on trust for (or otherwise on behalf and for the account of) the Security Agent and promptly pay or distribute that amount to the Security Agent for application in accordance with the terms of the New Intercreditor Agreement, and (y) promptly pay or distribute an amount equal to the amount (if any) by which the receipt or recovery exceeds the relevant liabilities to the Security Agent for application in accordance with the terms of the New Intercreditor Agreement; and

(g)

in relation to receipts and recoveries received or recovered by way of set-off, promptly pay an amount equal to that recovery to the Security Agent for application in accordance with the terms of the New Intercreditor Agreement.

Debt Document” refers to the New Intercreditor Agreement, the Notes Finance Documents, the New Security Documents, any agreement evidencing the terms of the Intra-Group Liabilities, any agreement evidencing the terms of the Subordinated Liabilities and any other document designated as such by the Security Agent and the Issuer.

The New Intercreditor Agreement will further provide that if any of the Debtors receives or recovers any amount which, under the terms of any of the Debt Documents, should have been paid to the Security Agent, that Debtor will (a) hold an amount of that receipt or recovery equal to the relevant liabilities (or if less, the amount received or recovered) on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of the New Intercreditor Agreement and (b) promptly pay an amount equal to the amount (if any) by which the receipt or recovery exceeds the relevant liabilities to the Security Agent for application in accordance with the terms of the New Intercreditor Agreement.

Non-Cash Recoveries

To the extent the Security Agent receives or recovers any non-cash recoveries, the New Intercreditor Agreement will provide that it may (acting on the instructions of the Instructing Group):

distribute those non-cash recoveries in accordance with the provisions set out below under “—Application of Proceeds” as if they were cash proceeds;

hold, manage, exploit, collect, realise and dispose of those non-cash recoveries; and

hold, manage, exploit, collect, realise and distribute any resulting cash proceeds.

The cash value of any non-cash recoveries shall be determined by reference to a valuation obtained by the Security Agent from a financial adviser appointed by the Security Agent. The Security Agent shall not distribute any non-cash recoveries to any Primary Creditor entitled to a distribution of non-cash recoveries (an “Entitled Creditor”) who has notified and supplied the Security Agent with supporting evidence showing that it would be unlawful for an Entitled Creditor to receive such non-cash recoveries (or it would otherwise conflict with that Entitled Creditor’s constitutional documents for it to do so) (such Primary Creditor a “Cash Only Creditor” and the non-cash recoveries to which it is entitled the “Retained Non-Cash”).

Subject to the Security Agent protection provisions, the Security Agent shall hold any Retained Non-Cash and shall, acting on the instructions of the Cash Only Creditor entitled to it, manage, exploit, collect, realise and dispose of that Retained Non-Cash for cash consideration and shall distribute any Cash Proceeds of that Retained Non-Cash to that Cash Only Creditor in accordance with the provisions set out below under “—Application of Proceeds”.

Application of Proceeds

Subject to certain provisions set out in the New Intercreditor Agreement and to the provisions described below, all amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Debt Document or in connection with the realisation or enforcement of all or any part of the transaction security shall be applied at any time as the Security Agent (in its reasonable discretion) sees fit, to the extent permitted by applicable law in the following order of priority:

(a)

in discharging any sums owed to the Security Agent (other than pursuant to the parallel debt claim);

(b)

in payment of all costs and expenses incurred by any Primary Creditor in connection with any realisation or enforcement of the transaction security taken in accordance with the terms of the New Intercreditor Agreement or any action taken at the request of the Security Agent under the New Intercreditor Agreement;

(c)

in payment or distribution to the respective paying agents under the Notes and the Private Placement Notes or, if applicable, to the respective notes representative on its own behalf and on behalf of the other Primary Creditors;

(d)

if none of the Debtors is under any further actual or contingent liability under any Notes Finance Document, in payment to any other person whom the Security Agent is obliged to pay in priority to any Debtor; and

(e)

the balance, if any, in payment to the relevant Debtor.

Release of Security—Non Distressed Disposals

In circumstances where (i) a disposal to a person or persons outside of the ACCENTRO is not a Distressed Disposal (as defined below) and (ii) is permitted under and has been carried out in accordance with the Notes Finance Documents, the New Intercreditor Agreement provides that the Security Agent is irrevocably authorised and instructed to enter into documentation reasonably required by the Issuer:

in order to release the transaction security or any other claim (relating to a Debt Document) over that asset;

where that asset consists of shares in the capital of a member of the ACCENTRO Group, to release the transaction security and any other claim, including, without limitation, any guarantee liabilities or other liabilities (relating to a Debt Document) over that member’s of the ACCENTRO Group or its assets; and

to execute and deliver or enter into any release of the transaction security or any claim described in the before mentioned paragraphs, and, if applicable, issue any certificates of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable.

If any disposal proceeds are required to be applied in mandatory prepayment of any of the Primary Liabilities then those disposal proceeds shall be applied as follows:

(a)

first, toward the Primary Liabilities in relation to the Notes only until the application of such disposal proceeds results in the aggregate amount outstanding of the Notes being (for the avoidance of doubt, after such application) equal to €100,000,000;

(b)

thereafter, on a pro rata basis between the then outstanding Primary Liabilities.

Release of Security and Guarantees—Distressed Disposals and Appropriation

In circumstances where a disposal of an asset or shares of a member of the ACCENTRO Group which is being effected (i) at the request of an Instructing Group in circumstances where the transaction security has become enforceable, (ii) by enforcement of the transaction security or (iii) after the occurrence of a Distress Event by a Debtor to a person or persons which is not a member of the ACCENTRO Group (together a “Distressed Disposal”) or an appropriation (Aneignung) of, or any notice of initiation of enforcement of a pledge (or similar enforcement process) over, the shares in the capital of a member of the ACCENTRO Group by the Security Agent which is effected (to the extent permitted under the relevant security document and applicable law) by enforcement of the transaction security (an “Appropriation”) is being effected, the New Intercreditor Agreement provides, subject to certain conditions, that the Security Agent is irrevocably authorized and instructed:

to release the transaction security or any other claim over that asset and execute and deliver or enter into any release of that transaction security or claim and issue any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable;

if the asset that is disposed of consists of shares in the capital of a Debtor, to release (i) that Debtor and any subsidiary of that Debtor from all or any part of its borrowing liabilities, guarantee liabilities and certain other liabilities; (ii) any transaction security granted over that Debtor’s assets or the assets of any subsidiary of that Debtor; and (iii) any other claim of a Debtor or Intra-Group Lender over that Debtor’s assets or over the assets of any subsidiary of that Debtor;

if the asset that is disposed of consists of shares in the capital of any holding company of a Debtor, to release (i) that holding company and any subsidiary of that holding company from all or any part of its borrowing liabilities, guarantee liabilities and certain other liabilities; (ii) any transaction security granted by that holding company or any subsidiary of that holding company over any of its assets or the holding company of that holding company over that holding company’s shares, subject to certain conditions; and (iii) any other claim of an Intra-Group Lender, a Subordinated Creditor or other Debtor over the assets of that holding company or any subsidiary of that holding company;

if the asset which is disposed of consists of shares in the capital of a Debtor or any holding company of a Debtor and the Security Agent decides to dispose of all or any part of the liabilities of any member of the ACCENTRO Group to any Creditor under the Debt Documents (the “Liabilities”) or the Debtor’s intra-group receivables, in each case, owed by that Debtor or holding company or any subsidiary of that Debtor or holding company to (i) (if the Security Agent does not intend any transferee of those Liabilities or the Debtors’ intra-group receivables (the “Transferee”) to be treated as a Primary Creditor or a secured party for the purposes of the New Intercreditor Agreement), execute and deliver or enter into any agreement to dispose of all or part of those Liabilities of the Debtor’s intra-group receivables subject to certain conditions and (ii) (if the Security Agent does intend any Transferee to be treated as a Primary Creditor or a secured party for the purposes of the New Intercreditor Agreement), to execute and deliver or enter into any agreement to dispose of all (and not part only) of the Liabilities owed to the Primary Creditors and all or part of any other Liabilities and the Debtors’ intra-group receivables on behalf of, in each case, the relevant Creditors and Debtors; and

if the asset which is disposed of consists of shares in the capital of a Debtor or any holding company of a Debtor and the Security Agent decides to transfer to another Debtor (the “Receiving Entity”) all or any part of the disposed entity’s obligations or any obligations of any subsidiary of that disposed entity in respect of the Debtor’s Intra-Group Liabilities or the Debtor’s intra-group receivables to execute and deliver or enter into any agreement to (i) agree to the transfer of all or part of the obligations in respect of those Intra-Group Liabilities or the Debtors’ intra-group receivables on behalf of the relevant Intra-Group Lenders and Debtors to which those obligations are owed and on behalf of the Debtors which owe those obligations; and (ii) to accept the transfer of all or part of the obligations in respect of those Intra-Group Liabilities of the Debtors’ intra-group receivables on behalf of the Receiving Entity or Receiving Entities to which the obligations in respect of those Intra-Group Liabilities or the Debtors’ intra-group receivables are to be transferred, subject to certain conditions.

A Distressed Disposal or a disposal of a Debtor’s intra-group receivables pursuant to the paragraphs above may be made in whole or in part for consideration in the form of cash or, if not for cash, for non-cash Consideration which is acceptable to the Security Agent.

Any net proceeds of the Distressed Disposal or Appropriation must be applied in accordance with the enforcement proceeds waterfall described under “—Application of Proceeds”.

Amendments

The New Intercreditor Agreement will provide that, subject to certain exceptions, its terms may be amended or waived only with the consent of the Issuer, the Holders’ Representative, the Private Placement Notes Holders’ Representative and the Security Agent.

Governing law

The Intercreditor Agreement and any non-contractual obligations arising out of or in connection with it will be governed by German law.

Annex B—Summary of New Guarantee Agreement Terms

Each guarantee of the Notes (a “Guarantee”) will constitute direct and unsubordinated obligations of the relevant Guarantor, ranking at least pari passu with all other present and future obligations of such Guarantor, unless such obligations are accorded priority under mandatory provisions of statutory law. The Guarantees are entered into with the Security Agent and will not constitute a contract for the benefit of the Holders in accordance with section 328(1) of the German Civil Code (Bürgerliches Gesetzbuch) and will not give rise to a right of each Holder to require performance of the Guarantee directly from any of the Guarantors or to enforce the Guarantee directly against any of the Guarantors. The Guarantees will constitute a contract in favour of the Holders’ Representative as third-party beneficiary pursuant to section 328(1) of the German Civil Code (Bürgerliches Gesetzbuch) so that the Security Agent and/​or the Holders’ Representative will be entitled to claim performance of the Guarantee directly from the Guarantors and to enforce the Guarantee directly against the Guarantors.

The New Guarantee Agreement will also include a customary limitation on enforcement (“limitation language”) and provisions regarding the automatic release of the Guarantees under the circumstances described in the Amended Conditions of Issue.

The effectiveness of the New Guarantee Agreement will be subject to the Amendments being effective.

Annex C—Form of Amended Conditions of Issue

Legend:
[Insertion]

[Deletion ]

 

1.

Currency, Denomination, Form
1.1 Currency; Denomination

This issue of notes (the “Notes”) of ACCENTRO Real Estate AG (the “Issuer”) [is being][was originally] issued in the aggregate principal amount of EUR 250,000,000 (in words: Two Hundred and Fifty Million Euro) in a denomination of EUR 1,000 each (the “Specified Denomination”) on 13 February 2020 (the “Issue Date”)[.][, as amended on [●] 2023 (the “Amendment Date”), and upon consummation of the partial redemption of EUR 25,000,000 of aggregate principal amount of Notes immediately following the Amendment Date in accordance with § 6.3, the aggregate principal amount of the Notes will be EUR 225,000,000.]

1.2 Form
(a)

The Notes are [being ]issued in bearer form.

(b) The Notes are represented by a global note (the “Global Note”) without interest coupons. The Global Note will be signed by or on behalf of the Issuer.
Definitive Notes and interest coupons will not be issued. Holders will have no right to require the issue of definitive Notes or interest coupons.
The Global Note will be deposited with the Clearing System until the Issuer has satisfied and discharged all its obligations under the Notes.
(c) Holders will receive proportional co-ownership interests or rights in the Global Note, which are transferable in accordance with applicable law and the rules and regulations of the Clearing System.
(d) Pursuant to the book-entry registration agreement between the Issuer and Clearstream Frankfurt, the Issuer has appointed Clearstream Frankfurt as its book-entry registrar in respect of the Notes and agreed to maintain a register showing the aggregate number of the Notes represented by the Global Note under the name of Clearstream Frankfurt, and Clearstream Frankfurt has agreed, as agent of the Issuer, to maintain records of the Notes credited to the accounts of the accountholders of Clearstream Frankfurt for the benefit of the holders of the co-ownership interests in the Notes represented by the Global Note, and the Issuer and Clearstream Frankfurt have agreed, for the benefit of the holders of co-ownership interests in the Notes, that the actual number of Notes from time to time will be evidenced by the records of Clearstream Frankfurt.
2. Status[; Guarantee; Collateral; Intercreditor Agreement; Escrow
2.1 Status]

The obligations under the Notes constitute direct, unconditional, [unsecured][secured] and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other [unsecured][secured] and unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law.

[2.2 Guarantee; Release
(a) Pursuant to a guarantee dated on or about the Amendment Date (the “Guarantee”), Accentro 25. Wohneigentum GmbH (“Intermediate HoldCo”) [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote):and LuxCo 1 and LuxCo 2] (each a “Guarantor” and, together with any other Subsidiary of the Issuer that guarantees the Notes from time to time, the “Guarantors”) having given towards Kroll Trustee Services Limited (the “Security Trustee”) for the benefit of the Holders’ Representative jointly and severally (gesamtschuldnerisch) the unconditional and irrevocable guarantee with effect as of the Amendment Date for the payment of principal and interest together with all other sums payable by the Issuer under these Terms and Conditions. The Guarantee constitutes direct and unsubordinated obligations of the Guarantors, ranking at least pari passu with all other present and future unsubordinated obligations of the Guarantors, unless such obligations are accorded priority under mandatory provisions of statutory law. Upon discharge of any payment obligation of a Guarantor subsisting under the Guarantee in favour of any Holder, the relevant guaranteed right of such Holder under these Terms and Conditions will cease to exist.
(b) The Guarantee shall not constitute a contract for the benefit of the Holders pursuant to section 328 paragraph 1 of the German Civil Code (Bürgerliches Gesetzbuch – the “BGB”). The Guarantee shall not give rise to the right of any Holder to require performance of the Guarantee directly from any of the Guarantors and to enforce the Guarantee directly against any Guarantor.
(c) The Guarantee shall constitute a contract in favour of the Holders’ Representative as third-party beneficiary pursuant to section 328 paragraph 1 of the BGB so that the Holders’ Representative will be entitled to claim performance of the Guarantee directly from the relevant Guarantors and to enforce the Guarantee directly against any of the Guarantors.
(d) Each guarantee provided by any Guarantor under the Guarantee or otherwise under these Terms and Conditions, as the case may be, will automatically terminate and be released under any one or more of the following circumstances: (i) in connection with any sale or other disposition of the shares in such Guarantor to any Person as a result of which such Guarantor ceases to be a direct or indirect Subsidiary of the Issuer if such sale or other disposition occurs in accordance with § 11.10; (ii) if the guarantee granted by such Guarantor in favour of any Financial Indebtedness that gave rise to the obligation to grant such guarantee pursuant to § 11.5 is released; (iii) in accordance with the provisions under § 13; (iv) upon payment in full of principal, interest and any other amounts on the Notes, if any; or (v) in accordance with an enforcement action pursuant to the Intercreditor Agreement. At the request of the Issuer or any Guarantor, the Security Trustee shall take all necessary action required to effectuate or document any release of any guarantee in accordance with the terms of these Terms and Conditions, the Guarantee or any other guarantee, as the case may be. Each of the releases set forth above shall be effected or documented by the Security Trustee without the consent of the Holders. In the event of a release of a guarantee by any Guarantor, the Issuer will inform the Holders thereof in accordance with § 14 without undue delay.
2.3 Collateral; Release; Intercreditor Agreement
(a) On the Amendment Date, the payment obligations of the Issuer under the Notes and the Guarantors under the Guarantee will be secured by security interests over the following (in each case, subject to certain limitations equivalent to those applicable to the Guarantee with respect to each relevant Guarantor to recognize limitations arising under or imposed by mandatory law which relate to financial assistance, corporate purpose or benefit, capital maintenance or similar laws) (together, the “Collateral”):
i) [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote): 100% of the shares in an entity which is incorporated and has its centre of main interests (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is held by the Issuer (“LuxCo 1”);]
ii) [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote):100% of the shares in an entity which is incorporated and has its centre of main interests (as defined in the European Insolvency Regulation) in the Grand Duchy of Luxembourg and is held by LuxCo 1 (“LuxCo 2”);]
iii) 100% of the shares in Intermediate HoldCo;
iv) 100% of the shares in Accentro Wohneigentum GmbH;
v) 100% of the shares in Accentro 2. Wohneigentum GmbH;
vi) 100% of the shares in Accentro 6. Wohneigentum GmbH;
vii) 89.9% of the shares in Werdauer Weg 3 Projektentwicklungs GmbH;
viii) 100% of the shares in Accentro 11. Wohneigentum GmbH;
ix) 75.02% of the shares in GeSoNa Verwaltungs GmbH & Co. Hermannstraße KG;
x) 89.84% of the shares in GeSoNa Verwaltungs GmbH;
xi) 89.9% of the shares in Lekova 26 GmbH;
xii) 100% of the shares in Kantstraße 44, 45 Verwaltungsgesellschaft mbH;
xiii) 89.5% of the shares in Wissmanstraße 15 Grundbesitz GmbH;
xiv) 100% of the shares in Accentro 23. Wohneigentum GmbH;
xv) 10.1% of the shares in each of Accentro Sachsen GmbH, Quartier Danziger Straße 143 GmbH, Johanniterstr. 3-6 Liegenschaften GmbH, Quartier Hasenheide GmbH, Accentro 24. Wohneigentum GmbH, Accentro 20. Wohneigentum GmbH, Berliner Platz UG, Accentro Binz GmbH, Wintersteinstr. 7,9 Liegenschaften 1 GmbH, Accentro 2. Sachsen GmbH, Düsseldorfer Str. 68-69 Projekt GmbH and, subject to the consent to a share pledge by the relevant financial creditor of Riehmers Hofgarten Grundbesitz GmbH and Riehmers Dachgeschoss Grundbesitz GmbH being obtained prior to the Amendment Date, Riehmers Hofgarten Grundbesitz GmbH and Riehmers Dachgeschoss Grundbesitz GmbH;
xvi) certain intercompany receivables of the Issuer [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote):LuxCo 1, LuxCo 2], Intermediate HoldCo and of Accentro 11. Wohneigentums GmbH;
xvii) certain receivables of the Issuer [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote): LuxCo 1 and LuxCo 2] under profit and loss transfer agreements;
xviii) certain receivables of the Issuer against DIM Holding AG under or in connection with a certain loan agreement dated 12 February 2021, as amended on 24 February 2021 and as amended from time to time;
xix) certain receivables of the Issuer against Green Living GmbH under a certain loan agreement dated 31 May 2022 /​ 2 June 2022 and as amended from time to time; and
xx) second ranking land charge over the property of Kantstraße 44, 45 Verwaltungsgesellschaft mbH located in Kantstraße 44/​45, Berlin (Grundbuch Stadt Charlottenburg, Blatt 25178).
Any additional security interests that may in the future be granted to secure obligations under the Notes and the Guarantee will also constitute “Collateral”.
(b) The Issuer, its Subsidiaries and any provider of Collateral shall be entitled to the release of the security interests in respect of the relevant Collateral in accordance with the Intercreditor Agreement under any one or more of the following circumstances: (i) in connection with any sale or other disposition of the shares in any Subsidiary to any Person as a result of which such Subsidiary ceases to be a direct or indirect Subsidiary of the Issuer if such sale or other disposition occurs in accordance with § 11.10, the release of the security interests over the shares of such Subsidiary; (ii) automatically without any action by the Security Trustee, if the security interest granted in favour of any Financial Indebtedness that gave rise to the obligation to grant such security interest over such Collateral pursuant to § 3.1 is released; (iii) in accordance with the provisions under § 13; (iv) upon payment in full of principal, interest and any other amounts on the Notes, if any; or (v) in accordance with an enforcement action pursuant to the Intercreditor Agreement. At the request of the Issuer, the Security Trustee shall take all necessary action required to effectuate or document any release of Collateral securing the Notes and the Guarantee in accordance with the terms of these Terms and Conditions, the Intercreditor Agreement and the relevant Security Documents. Each of the releases set forth above shall be effected or documented by the Security Trustee without the consent of the Holders. In the case of a release of any Collateral, the Issuer will inform the Holders thereof in accordance with § 14 without undue delay.
(c) The relative rights of the Holders and the holders of certain other outstanding notes (or future notes, as the case may be) of the Issuer are governed by an intercreditor agreement to be entered into on or about the Amendment Date between, among others, the Issuer, the Guarantors, the Holders’ Representative and the Security Trustee as set forth in Annex 1 (Intercreditor Agreement) to these Terms and Conditions (as amended or supplemented from time to time, the “Intercreditor Agreement”).
2.4 Escrow
(a) On or prior to the Amendment Date, the Issuer will have deposited, or caused to be deposited on its behalf, an amount in cash equal to EUR 25,000,000 into an escrow account (the “Escrow Account”) held by Kroll Issuer Services Limited (or an affiliate thereof), as escrow agent (in such capacity, together with its successors, the “Escrow Agent”) in order to effect the mandatory redemption in accordance with § 6.3. The Escrow Agent will segregate the funds credited to the Escrow Account and hold such funds solely for the purposes specified herein. The Escrow Account will be controlled by the Escrow Agent subject to the terms of an escrow agreement (as amended, supplemented or modified from time to time, the “Escrow Agreement”) among the Issuer, the Holders’ Representative and the Escrow Agent on behalf of the Holders.
(b) In order to secure the mandatory prepayment of the Notes set out in § 6.3, the Escrow Agent will grant the Holders’ Representative, for its benefit and the benefit of the Holders, an irrevocable right to request payment of an amount in cash equal to EUR 25,000,000 from the Escrow Account to the Paying Agent in order to effect the mandatory redemption in accordance with § 6.3.]
3. Negative Pledge
3.1 Negative Pledge

The Issuer undertakes[ and each Guarantor has undertaken on the basis of the Guarantee], so long as any Notes are outstanding, but only up to the time all amounts of principal and interest have been placed at the disposal of the Paying Agent, not to create or permit to subsist, and to procure that none of its [relevant ]Subsidiaries will create or permit to subsist, any security interest in rem over its assets to secure any [Capital Market][Financial] Indebtedness unless, subject to § 3.3, the Issuer’s obligations under the Notes are secured equally with (or, in [case such Capital Market][the event such Financial] Indebtedness is subordinated debt, senior in priority to) the [Capital Market][Financial] Indebtedness secured by such security interest.

3.2 Limitation

The undertaking pursuant to § 3.1 shall not apply to a security which (a) was granted over assets of a subsidiary of the Issuer [or any Guarantor ]that becomes a Subsidiary only after the Issue Date, provided that the security was not created in anticipation of the acquisition of the [Subsidiary and does not extend to any other asset owned by the Issuer or any ]Subsidiary, (b) is mandatory according to applicable laws, (c) is required as a prerequisite for governmental approvals, (d) existed on the Issue Date, (e) is granted [by a Subsidiary over any existing or future claims of this Subsidiary against the Issuer or any of its Subsidiaries as a result of passing on proceeds from the sale of any issuance of any securities, provided that such security serves as security for obligations of this Subsidiary under such securities or (f)][over assets of any AssetCo to secure Financial Indebtedness incurred under and in accordance with sub-paragraph (i) of § 11.3 (b); (f) is granted over assets of the Issuer or any AssetCo to secure Financial Indebtedness incurred under and in accordance with sub-paragraph (ii) of § 11.3 (b); or (g)] constitutes the renewal, extension or replacement of any security pursuant to the foregoing (a) through ([e][f]).

Any security which is to be provided pursuant to this § 3.2 may also be provided to a person acting as trustee for the Holders.
3.3 Provision of Additional Security

Whenever the Issuer [or any Guarantor ]becomes obligated to secure (or procure that a Subsidiary secures) the Notes pursuant to this § 3, the Issuer [or such Guarantor ]shall be entitled to discharge such obligation by providing (or procuring that the relevant Subsidiary provides) a security interest in the relevant collateral to a security trustee, such security trustee to hold such collateral and the security interest that gave rise to the creation of such collateral, equally, for the benefit of the Holders and the holders of the [Capital Market][Financial] Indebtedness secured by the security interest that gave rise to the creation of such security interest in such collateral, such equal rank to be created in rem or, if impossible to create in rem, contractually.

4. Interest
4.1 Rate of Interest and Interest Payment Dates

The Notes shall bear interest on their principal amount at the rate of 3.625% per annum from (and including) the Issue Date to (but excluding) the [Maturity][Amendment] Date. Interest shall be payable semi-annually in arrears on 13 February and 13 August of each year (each such date, an “Interest Payment Date”), commencing on 13 August 2020.[ From (and including) the Amendment Date to (but excluding) the Maturity Date, the Notes shall bear interest on their principal amount at the rate of 5.625% per annum.]

4.2 Late Payment

If the Issuer for any reason fails to redeem the Notes when due, interest shall continue to accrue on the outstanding amount from (and including) the due date to (but excluding) the date of actual redemption of the Notes at the default rate of interest established by law (footnote: The default rate of interest established by statutory law is five percentage points above the base rate of interest published by Deutsche Bundesbank from time to time, sections 288 paragraph 1, 247 paragraph 1 of the [German Civil Code (Bürgerliches Gesetzbuch)][BGB]) Claims for further damages in [the ]case of late payment are not excluded.

4.3 Calculation of Interest
Where interest is to be calculated in respect of any period of time, the interest will be calculated on the basis of the Day Count Fraction (Actual/​Actual (ICMA)).
Day Count Fraction (Actual/​Actual (ICMA))” means, in respect of the calculation of an amount of interest for any period of time (from and including the first day of such period to but excluding the last day of such period) (the “Interest Calculation Period”):
[(a)]

[i) ]if the Interest Calculation Period is equal to or shorter than the Determination Period during which it falls, the number of days in the Interest Calculation Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and

[(b)]

[ii) ]if the Interest Calculation Period is longer than one Determination Period, the sum of:b

[i)][(a)]

the number of days in such Interest Calculation Period falling in the Determination Period in which the Interest Calculation Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year; and

[ii)][(b)]

the number of days in such Interest Calculation Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of Determination Periods normally ending in any year.
Determination Period” means each period from and including a Determination Date in any year to but excluding the next Determination Date.
Determination Date” means 13 February and 13 August in each year.
5. Payments
5.1 Payment of Principal and Interest
5.2 Payment of principal and interest in respect of the Notes shall be made, subject to § 5.2 below, to the Paying Agent for forwarding to the Clearing System or to its order for credit to the accounts of the relevant accountholders of the Clearing System outside the United States.
5.2 Manner of Payment
Subject to applicable fiscal and other laws and regulations, payments of amounts due in respect of the Notes shall be made in Euro.
5.3 Discharge
The Issuer shall be discharged by payment to, or to the order of, the Clearing System.
5.4 Business Day
If the date for payment of any amount in respect of any Note is not a Business Day then the Holder shall not be entitled to payment until the next such day in the relevant place and shall not be entitled to further interest or other payment in respect of such delay. For these purposes, “Business Day” means a day (other than a Saturday or a Sunday) on which banks are open for general business in Frankfurt am Main and on which the Clearing System as well as all relevant parts of the Trans-European Automated Real-time Gross Settlement Express Transfer System 2 (TARGET2) are operational to effect payments.
5.5 References to Principal and Interest

References in these Terms and Conditions to principal in respect of the Notes shall be deemed to include, as applicable: the Final [Redemption Amount, the Call ]Redemption Amount, the Put Redemption Amount, Additional Amounts which may be payable under § 8 and any other premium and any other amounts which may be payable under or in respect of the Notes. References in these Terms and Conditions to interest in respect of the Notes shall be deemed to include, as applicable, any Additional Amounts which may be payable under § 8.

5.6 Deposit of Principal and Interest
The Issuer may deposit with the local court in Berlin-Charlottenburg principal or interest not claimed by Holders within 12 months after the Maturity Date, even though such Holders may not be in default of acceptance of payment. If and to the extent that the deposit is effected and the right of withdrawal is waived, the respective claims of such Holders against the Issuer shall cease.
6. Redemption
6.1 Redemption at Maturity

Unless previously redeemed in whole or in part or purchased and cancelled, the Notes shall be redeemed at their Final Redemption Amount on 13 February [2023][2026] (the “Maturity Date”). The “Final Redemption Amount” in respect of each Note shall be its principal amount.

6.2 Early Redemption for Reasons of Taxation
If as a result of any change in, or amendment to, the laws or regulations of the Federal Republic of Germany (or in the event the Issuer becoming subject to another tax jurisdiction pursuant to § 8.4, the laws or regulations of such other tax jurisdiction) affecting taxation or the obligation to pay duties of any kind, or any change in, or amendment to, an official interpretation or application of such laws or regulations, which amendment or change becomes effective on or after the date on which the Notes were issued, the Issuer is required to pay Additional Amounts on the next succeeding Interest Payment Date, and this obligation cannot be avoided by the use of measures available to the Issuer which are, in the judgement of the Issuer, in each case taking into account the interests of Holders, reasonable, the Notes may be redeemed, in whole but not in part, at the option of the Issuer, at any time upon not less than 45 days’ nor more than 60 days’ prior notice of redemption given to the Paying Agent and, in accordance with § 14, to the Holders, at the principal amount together with interest accrued to (but excluding) the date fixed for redemption.
However, no such notice of redemption may be given (a) earlier than 90 days prior to the earliest date on which the Issuer would be obligated to pay such Additional Amounts if a payment in respect of the Notes was then due, or (b) if at the time such notice is given, such obligation to pay such Additional Amounts does not remain in effect.
Any such notice shall be given in accordance with § 14. It shall be irrevocable, must specify the date fixed for redemption and must set forth a statement summarizing the facts constituting the basis for the right of the Issuer so to redeem.
[6.3 Mandatory Redemption Immediately Following the Amendment Date
Immediately following the Amendment Date, but in any event not later than three (3) Business Days following the Amendment Date, the Issuer shall redeem EUR 25,000,000 of the aggregate principal amount of the Notes a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules, at their principal amount together with any unpaid interest accrued to (but excluding) the date of redemption.]

[ 6.3

Early Redemption at the Option of the Issuer (Make-Whole)

The Issuer may, upon not less than 45 days’ nor more than 60 days’ prior notice of redemption given to the Paying Agent and, in accordance with § 14, to the Holders, redeem on any date specified by it (the “Call Redemption Date”), at its option, the Notes (except for any Note which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Note under § 6.4) in whole but not in part, at their Call Redemption Amount together with any unpaid interest accrued to (but excluding) the Call Redemption Date (but excluding accrued interest accounted for in the Call Redemption Amount). It shall be irrevocable and must specify the Call Redemption Date at which such Notes are to be redeemed.

The “Call Redemption Amount” per Note means the higher of (a) the principal amount per Note and (b) the Make-Whole Amount per Note. The “Make-Whole Amount” will be an amount calculated by the Paying Agent on the Redemption Calculation Date by discounting the principal amount and the remaining interest payments to the Maturity Date on an annual basis, assuming a 365-day year or a 366-day year, as the case may be, and the actual number of days elapsed in such year and using the Bund Rate plus 65 basis points.

The “Bund Rate” shall be the yield to maturity per annum at the Redemption Calculation Date of a direct obligation of the Federal Republic of Germany with a constant maturity (as officially compiled and published in the most recent financial statistics that have become publicly available at least two Business Days (but not more than five Business Days) prior to the relevant Redemption Calculation Date (or, if such financial statistics are not so published or available, any publicly available source of similar market data selected by the Paying Agent)) most nearly equal to the period from the relevant Call Redemption Date to the Maturity Date; provided, however, that if the period from the relevant Call Redemption Date to the Maturity Date is not equal to the constant maturity of the direct obligation of the Federal Republic of Germany for which a weekly average yield is given, the Bund Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of a direct obligation of the Federal Republic of Germany for which such yields are given, except that if the period from the relevant Call Redemption Date to the Maturity Date is less than one year, the weekly average yield on an actually traded direct obligation of the Federal Republic of Germany adjusted to a constant maturity of one year shall be used.

“Redemption Calculation Date” means the tenth Business Day prior to the Call Redemption Date.]

6.4 Early Redemption at the Option of the Holders upon a Change of Control
(a) If a Change of Control occurs after the Issue Date, each Holder shall have the right, but not the obligation, to require the Issuer to redeem or, at the Issuer’s option, purchase (or procure the purchase of) in whole or in part his Notes, within 60 days after a Put Event Notice under subparagraph (b) has been published (the “Put Period”), at the Put Redemption Amount (the “Put Option”). Such Put Option shall operate as set out below under subparagraphs (b) to (c).
A “Change of Control” shall be deemed to have occurred at each time (whether or not approved by the management board or supervisory board of the Issuer) that:
i) in the event of a public tender offer for shares of the Issuer a situation arises in which
(a) shares already directly or indirectly under the control of the bidder and/​or Persons acting in concert with the bidder and shares which have already been tendered in the tender offer, carry in aggregate more than 30% of the voting rights in the Issuer; and
(b)

The offer is or has become unconditional (other than for conditions relating to regulatory, in particular merger control, approvals and other conditions the satisfaction of which may remain pending following the end of the acceptance period pursuant to section 16[(][ paragraph] 1[) ] of the German Takeover Act (Gesetz zur Regelung von öffentlichen Angeboten zum Erwerb von Wertpapieren und von Unternehmensübernahmen – [the “]WpÜG[])); or

ii) any Person and/​or Persons acting in concert (other than one or more Permitted Holders) otherwise acquires Control; or
iii) the Issuer sells or otherwise transfers all or substantially all of its assets to any Person (except to any Controlled Subsidiary).
Control” means any direct or indirect legal or beneficial ownership or any legal or beneficial entitlement (as defined in section 22 of the German Securities Trading Act (Wertpapierhandelsgesetz – [the “]WpHG[]) of, in the aggregate, more than 30% of the voting shares of the Issuer.
Controlled Subsidiary” means any entity controlled (abhängiges Unternehmen) by the Issuer within the meaning of section 17 of the German Stock Corporation Act (Aktiengesetz[ – the “AktG”]).
Put Redemption Amount” means for each Note 101% of the principal amount of such Note plus unpaid interest accrued to (but excluding) the Put Date.
(b) If a Change of Control occurs after the Issue Date, then the Issuer shall, without undue delay, after the Issuer becoming aware thereof, give notice of the Change of Control (a “Put Event Notice”) to the Holders in accordance with § 14 specifying the nature of the Change of Control and the procedure for exercising the Put Option contained in this § 6.4 (including the information on the Clearing System account of the Paying Agent for purposes of subparagraph (c) (ii) (x) of this § 6.4).
(c) To exercise the Put Option, the Holder must deliver on any Business Day within the Put Period (i) to the Paying Agent at its specified office a duly signed and completed notice of exercise in the then current form obtainable from the Paying Agent (a “Put Notice”) and (ii) the aggregate Specified Denomination of Notes for which the Holder wishes to exercise its Put Option by either (x) transferring such Notes to the Clearing System account of the Paying Agent or (y) giving an irrevocable instruction to the Paying Agent to withdraw such Notes from a securities account of the Holder with the Paying Agent. The Issuer shall redeem or, at its option, purchase (or procure the purchase of) the relevant Note(s) on the date seven days after the expiration of the Put Period (the []Put Date[]) unless previously redeemed or purchased and cancelled. Payment in respect of any Note so delivered will be made in accordance with the customary procedures through the Clearing System. A Put Notice, once given, shall be irrevocable.

[6.5

Early Redemption in case of Minimal Outstanding Aggregate Principal Amount of the Notes

If 80% or more of the aggregate principal amount of the Notes (calculated as of the Issue Date) have been redeemed or purchased by the Issuer or any direct or indirect Subsidiary of the Issuer pursuant to the provisions of this § 6, the Issuer may at any time, on not less than 30 or more than 60 days’ notice to the Holders given in accordance with § 14, redeem, at its option, the remaining Notes in whole but not in part at the principal amount thereof plus unpaid interest accrued to (but excluding) the date of actual redemption.]

[6.5 Mandatory Redemption from Investment Property Sale Proceeds
In the case of an Investment Property Sale consummated by the Issuer or any direct or indirect Subsidiary of the Issuer, the Issuer shall apply any Investment Property Sale Proceeds to redeem the Notes in whole or in part on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules (each such redemption, an “Investment Property Sale Redemption”) at the principal amount, together with interest accrued to (but excluding) the relevant Investment Property Sale Redemption Date on the relevant Investment Property Sale Redemption Date, provided that the Issuer shall apply any Investment Property Sale Proceeds, if and to the extent any such Investment Property Sale Redemption would result in the aggregate principal amount of Notes being decreased to an amount below EUR 100,000,000, to redeem the Notes and the 2029 Notes, respectively, in whole or in part on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules. Any Investment Property Sale Redemption shall be credited in full against the applicable Minimum Redemption Amounts referred to in § 6.7 in the chronological order in which the Minimum Redemption Amounts fall due, beginning with the earliest due date.
Following the receipt of any Investment Property Sale Proceeds by the Issuer or any of its Subsidiaries, the Issuer shall, without undue delay, give notice thereof to the Holders in accordance with § 14 specifying (a) the date of receipt and the amount of the relevant Investment Property Sale Proceeds, (b) the aggregate amount of Relevant Proceeds received by the Issuer or any of its Subsidiaries since the Amendment Date, (c) whether or not as a result of the receipt of the relevant Investment Property Sale Proceeds a Relevant Proceeds Threshold Date occurred, (d) the aggregate amount of any such Investment Property Sale Proceeds to be applied by the Issuer towards such Investment Property Sale Redemption in accordance with this § 6.5 and (e) in case a Relevant Proceeds Threshold Date occurred, the intended Investment Property Sale Redemption Date (such notice, the “Investment Property Sale Redemption Notice”).
“Investment Property” means any property determined (or, upon acquisition or other consolidation by the Issuer or any of its Subsidiaries, would be determined) as an investment property by reference to the Consolidated Financial Statements of the Issuer (or any equivalent item, as the case may be), or which would have to be determined as an investment property pursuant to the accounting principles applied in the Consolidated Financial Statements of the Issuer, including, for the avoidance of doubt, Investment Property (Kantstraße).
“Investment Property (Kantstraße)” means the Investment Property located at Kantstraße 44/​45, 10625 Berlin, Germany.
“Investment Property Sale” means any sale or other disposition by the Issuer or any direct or indirect Subsidiary of the Issuer of any Investment Property (whether directly or indirectly, e.g., through the sale of the shares in any AssetCo which owns any Investment Property) held by the Issuer or any direct or indirect Subsidiary of the Issuer, including, for the avoidance of doubt, any sale and leaseback transaction entered into with respect to Investment Property (Kantstraße).
“Investment Property Sale Proceeds” means the proceeds received by the Issuer or any direct or indirect Subsidiary of the Issuer from any Investment Property Sale net of (i) all legal, accounting, investment banking, title and recording tax expenses properly incurred, commissions and other reasonable fees and expenses properly incurred, and all taxes paid or required to be paid or accrued as a liability in connection with such Investment Property Sale; (ii) all payments made on any Financial Indebtedness which is secured by any Investment Property in accordance with the terms of any Lien upon such Investment Property, or which must by its terms, or in order to obtain a necessary consent to such Investment Property Sale, or by applicable law, be repaid out of the proceeds from such Investment Property Sale; (iii) all distributions and other payments required to be made to minority interest holders in any direct or indirect Subsidiaries or joint ventures of the Issuer or any of its direct or indirect Subsidiaries as a result of such Investment Property Sale; and (iv) any taxes paid or required to be paid or accrued as a liability in connection with any upstream payments of any Investment Property Sale Proceeds from any direct or indirect Subsidiary of the Issuer to the Issuer.
“Investment Property Sale Redemption Date” means in respect of any Investment Property Sale Proceeds the earlier of (i) a Business Day fixed by the Issuer in an Investment Property Sale Redemption Notice which will be no more than 21 days after the Relevant Proceeds Threshold Date; (ii) the applicable Minimum Redemption Date immediately following receipt of the Investment Property Sales Proceeds by the Issuer and/​or a Subsidiary; and (iii) the date which falls three (3) months after the date on which the Issuer and/​or the Subsidiary have received Investment Property Sale Proceeds which have not yet been used towards a redemption in accordance with § 6.5 or § 6.6.
“Relevant Proceeds” means collectively Investment Property Sale Proceeds, Investment Proceeds and Loan Proceeds.
“Relevant Proceeds Threshold Date” means any date on which the aggregate amount of Relevant Proceeds received by the Issuer and/​or the Subsidiary (taken together), which have not yet been used towards a redemption in accordance with § 6.5 or § 6.6., exceeds EUR 10,000,000.
6.6 Mandatory Redemption from Investment Proceeds and Loan Proceeds
The Issuer shall apply any Investment Proceeds or Loan Proceeds, as the case may be, to redeem the Notes in whole or in part on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules (each such redemption, an “Investment and Loan Redemption”) at the principal amount, together with interest accrued to (but excluding) the relevant Investment and Loan Redemption Date on the relevant Investment and Loan Redemption Date, provided that the Issuer shall apply any Investment Proceeds or Loan Proceeds, as the case may be, if and to the extent any such Investment and Loan Redemption would result in the aggregate principal amount of Notes being decreased to an amount below EUR 100,000,000, to redeem the Notes and the 2029 Notes, respectively, in whole or in part on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules. Any Investment and Loan Redemption shall be credited in full against the applicable Minimum Redemption Amounts referred to in § 6.7 in the chronological order in which the Minimum Redemption Amounts fall due, beginning with the earliest due date.
Following the receipt of any Investment Proceeds or Loan Proceeds by the Issuer or any of its Subsidiaries, the Issuer shall, without undue delay, give notice thereof to the Holders in accordance with § 14 specifying (a) the date of receipt and the amount of the relevant Investment Proceeds or Loan Proceeds, (b) the aggregate amount of the Relevant Proceeds received by the Issue or any of its Subsidiaries since the Amendment Date, (c) whether or not as a result of the receipt of the relevant Investment Proceeds or Loan Proceeds, as the case may be, a Relevant Proceeds Threshold Date occurred, (d) the aggregate amount of any such Investment Proceeds or Loan Proceeds to be applied by the Issuer towards such Investment and Loan Redemption in accordance with this § 6.6 and (e) in case a Relevant Proceeds Threshold Date occurred, the intended Investment and Loan Redemption Date (such notice, the “Investment and Loan Redemption Notice”).
“Investment Proceeds” means any proceeds received by the Issuer or any of its Subsidiaries in connection with any investments or acquisitions made by the Issuer or any of its Subsidiaries net of (i) all legal, accounting, investment banking, title and recording tax expenses properly incurred, commissions and other reasonable fees and expenses properly incurred, and all taxes paid or required to be paid or accrued as a liability in connection with such transaction; and (ii) any Buy-Out Amounts.
“Investment and Loan Redemption Date” means the earlier of (i) a Business Day fixed by the Issuer in Investment and Loan Redemption Notice which will be no more than 21 days after the Relevant Proceeds Threshold Date, (ii) the applicable Minimum Redemption Date immediately following receipt of the Investment Proceeds or Loan Proceeds by the Issuer and/​or a Subsidiary; and (iii) the date which falls three (3) months after the date on which the Issuer and/​or the Subsidiary have received Investment Proceeds or Loan Proceeds which have not yet been used towards a redemption in accordance with § 6.5 or § 6.6.
“Loan Proceeds” means any proceeds received by the Issuer or any of its Subsidiaries in connection with the repayment of loans or other extension of credit granted by the Issuer or any of its Subsidiaries to any third parties net of (i) all legal, accounting, investment banking, title and recording tax expenses properly incurred, commissions and other reasonable fees and expenses properly incurred, and all taxes paid or required to be paid or accrued as a liability in connection with such loan or other extension of credit and (ii) any Buy-Out Amounts.
6.7 Minimum Mandatory Redemption
(a) The Issuer shall apply any 2023 Minimum Redemption Amount (as defined below) to redeem the Notes on the 2023 Minimum Redemption Date on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules at the principal amount, together with interest accrued to (but excluding) the 2023 Minimum Redemption Date.
“2023 Minimum Redemption Amount” means, as of the 2023 Minimum Redemption Date, EUR 65,000,000 minus the aggregate principal amount of Notes which has been redeemed by the Issuer in accordance with §§ 6.3, 6.5, 6.6, 6.7, 6.8 and 6.9 since the Amendment Date but prior to the 2023 Minimum Redemption Date, subject to a zero floor.
“2023 Minimum Redemption Date” means 31 December 2023.
(b) The Issuer shall apply any 2024 Minimum Redemption Amount (as defined below) to redeem the Notes on the 2024 Minimum Redemption Date on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules at the principal amount, together with interest accrued to (but excluding) the 2024 Minimum Redemption Date.
“2024 Minimum Redemption Amount” means, as of the 2024 Minimum Redemption Date, EUR 130,000,000 minus the aggregate principal amount of Notes which has been redeemed by the Issuer in accordance with §§ 6.3, 6.5, 6.6, 6.7, 6.8 and 6.9 since the Amendment Date but prior to the 2024 Minimum Redemption Date, subject to a zero floor.
“2024 Minimum Redemption Date” means 31 December 2024.
(c) The Issuer shall apply any 2025 Minimum Redemption Amount (as defined below) to redeem the Notes on the 2025 Minimum Redemption Date on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules at the principal amount, together with interest accrued to (but excluding) the 2025 Minimum Redemption Date.
“2025 Minimum Redemption Amount” means, as of the 2025 Minimum Redemption Date, EUR 150,000,000 minus the aggregate principal amount of Notes which has been redeemed by the Issuer in accordance with §§ 6.3, 6.5, 6.6, 6.7, 6.8 and 6.9 since the Amendment Date but prior to the 2025 Minimum Redemption Date, subject to a zero floor.
“2025 Minimum Redemption Date” means 28 February 2025.
(d) The Issuer shall give notice to the Holders in accordance with § 14 if it is required to apply a Minimum Redemption Amount to redeem Notes on a Minimum Redemption Date in accordance with the foregoing paragraphs at least 30 days’ prior to the applicable Minimum Redemption Date. Any such notice shall be irrevocable and must specify the applicable Minimum Redemption Amount.
“Minimum Redemption Amount” means the 2023 Minimum Redemption Amount, the 2024 Minimum Redemption Amount or the 2025 Minimum Redemption Amount (as applicable).
“Minimum Redemption Date” means the 2023 Minimum Redemption Date, the 2024 Minimum Redemption Date or the 2025 Minimum Redemption Date (as applicable).
6.8 Mandatory Redemption in the case of a Prepayment of 2029 Notes
If any principal amount of the 2029 Notes (calculated as of the Amendment Date) is redeemed or purchased by the Issuer or any direct or indirect Subsidiary of the Issuer (the “2029 Redemption Amount”), the Issuer shall redeem the principal amount of the Notes in an amount equal to 2029 Redemption Amount plus unpaid interest accrued to (but excluding) the date of actual redemption no later than the date when the 2029 Redemption Amount is paid.
6.9 Early Redemption at the Option of the Issuer (Par)
The Issuer may, upon not less than 45 days’ nor more than 60 days’ prior notice of redemption given to the Paying Agent and, in accordance with § 14, to the Holders, redeem on any date specified by it (the “Call Redemption Date”), at its option, the Notes (except for any Note which is the subject of the prior exercise by the Holder thereof of its option to require the redemption of such Note under § 6.4) in whole or in part on a pro rata basis by use of a pool factor and in compliance with the requirements and procedures of the Clearing System unless otherwise required by law or any applicable stock exchange rules, at their principal amount together with any unpaid interest accrued to (but excluding) the Call Redemption Date. Any such notice shall be irrevocable and must specify the Call Redemption Date.]
7. Paying Agent
7.1 Appointment; Specified Office
The initial “Paying Agent” and its initial specified office shall be:
ODDO BHF Aktiengesellschaft
Bockenheimer Landstraße 10
60323 Frankfurt/​Main
Germany
The Paying Agent reserves the right at any time to change its specified office to some other office in the same city.
In no event will the specified office of the Paying Agent be in the United States.
7.2 Variation or Termination of Appointment
The Issuer reserves the right at any time to vary or terminate the appointment of the Paying Agent and to appoint another Paying Agent, additional or other paying agents. The Issuer shall at all times maintain a Paying Agent. Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than 30 nor more than 45 days’ prior notice thereof shall have been given to the Holders in accordance with § 14.
7.3 Agents of the Issuer
The Paying Agent and any other paying agent appointed pursuant to § 7.2 act solely as the agents of the Issuer and do not assume any obligations towards or relationship of agency or trust with any Holder.
8. Taxation
8.1 Payments Free of Taxes
All amounts payable in respect of the Notes shall be made without withholding or deduction for or on account of any present or future taxes or duties of whatever nature imposed or levied at source by way of withholding or deduction by or on behalf of the Federal Republic of Germany or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law.
8.2 Payments of Additional Amounts
If such withholding or deduction with respect to amounts payable in respect of the Notes is required by law, the Issuer will pay such additional amounts (the “Additional Amounts”) as shall be necessary in order that the net amounts received by the Holders, after such withholding or deduction shall equal the respective amounts which would otherwise have been receivable in the absence of such withholding or deduction; except that no such Additional Amounts shall be payable on account of any taxes or duties which:
(a) are payable otherwise than by withholding or deduction from payments, made by the Issuer to the Holder, or
(b) are payable by any Person acting as custodian bank or collecting agent on behalf of a Holder, or otherwise in any manner which does not constitute a withholding or deduction by the Issuer from payments of principal or interest made by it, or
(c) are payable by reason of the Holder having, or having had, some personal or business relation to the Federal Republic of Germany and not merely by reason of the fact that payments in respect of the Notes are, or for purposes of taxation are deemed to be, derived from sources in, or are secured in, the Federal Republic of Germany, or
(d) are withheld or deducted by a paying agent from a payment if the payment could have been made by another paying agent without such withholding or deduction, or
(e) would not have been imposed, withheld or deducted but for the failure of the Holder or beneficial owner of Notes (including, for these purposes, any financial institution through which the Holder or beneficial owner holds the Notes or through which payment on the Notes is made), following a written request by or on behalf of the Issuer or a Paying Agent addressed to the Holder or beneficial owner (and made at a time that would enable the Holder or beneficial owner acting reasonably to comply with that request, and in all events, at least 30 days before any withholding or deduction would be required), to comply with any certification, identification, information or other reporting requirement whether required by statute, treaty, regulation or administrative practice of the Federal Republic of Germany, that is a precondition to exemption from, or reduction in the rate of withholding or deduction of, taxes imposed by the Federal Republic of Germany (including, without limitation, a certification that the Holder or beneficial owner is not resident in the Federal Republic of Germany), but in each case, only to the extent the Holder or beneficial owner is legally entitled to provide such certification, information or documentation, or
(f) are estate, inheritance, gift, sales, excise, transfer, personal property or similar taxes, or
(g) are payable by reason of a change in law that becomes effective more than 30 days after the relevant payment becomes due, or
[(h) any taxes that are imposed or withheld pursuant to the German Defence against Tax Havens Act (Gesetz zur Abwehr von Steuervermeidung und unfairem Steuerwettbewerb und zur Änderung weiterer Gesetze) as amended, or

(i)][(h) ]are payable due to any combination of items (a) to ([g][h]),

nor shall any Additional Amounts be paid with respect to any payment on a Note to a Holder who is a fiduciary or partnership or who is other than the sole beneficial owner of such payment to the extent such payment would be required by the laws of the Federal Republic of Germany to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary or a member of such partnership or a beneficial owner who would not have been entitled to such Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder of the Note.
For the avoidance of doubt, the withholding tax levied in the Federal Republic of Germany at the level of the custodian bank [(or any other German paying agent (auszahlende Stelle)) ]plus the solidarity surcharge imposed thereon as well as church tax, where such tax is levied by way of withholding, pursuant to tax law as in effect as of the Issue Date do not constitute a tax or duty as described above in respect of which Additional Amounts would be payable by the Issuer.

In [case][the event] that[, ] due to a change in law[, ] the withholding tax levied in the Federal Republic of Germany at the level of the custodian bank [(or any other German paying agent other than the Issuer (auszahlende Stelle)) ]and the solidarity surcharge imposed thereon including church tax, where such tax is levied by way of withholding, pursuant to tax law as in effect as of the Issue Date have to be levied at the level of the Issuer in the future, these, too, do not constitute a tax or duty as described above in respect of which Additional Amounts would be payable by the Issuer.

8.3. FATCA

Notwithstanding any other provisions contained herein, the Issuer shall be permitted to withhold or deduct any amounts required pursuant to an agreement described in [Section][section] 1471(b) of the U.S. Internal Revenue Code of 1986 (the “Code”) or otherwise imposed pursuant to [Sections][sections] 1471 through 1474 of the Code (or any amended or successor provisions), any regulations or agreements thereunder, official interpretations thereof, or any law implementing and intergovernmental approach thereto (“FATCA Withholding”). The Issuer will have no obligation to pay additional amounts or otherwise indemnify an investor for any such FATCA Withholding deducted or withheld by the Issuer, any paying agent or any other party.

8.4

Other Tax [Jurisdiction][Jurisdictions]

If at any time the Issuer becomes subject to any taxing jurisdiction other than, or in addition to, the currently relevant taxing jurisdiction of the Issuer, references in this § 8 to the jurisdiction of the Issuer shall be read and construed as references to the jurisdiction of the Issuer and/​or to such other jurisdiction(s).
9. Presentation Period, Prescription

The presentation period provided for in section 801 paragraph 1, sentence 1 [German Civil Code][of the BGB] is reduced to ten years for the Notes. The period of limitation for claims under the Notes presented during the period for presentation will be two years calculated from the expiration of the relevant presentation period.

10. Events of Default
10.1 Events of Default
If an Event of Default occurs and is continuing, each Holder shall be entitled to declare due and payable by submitting a Termination Notice pursuant to § 10.2 to the Paying Agent its entire claims arising from the Notes and demand (subject to § 10.4 below) immediate redemption at the principal amount thereof together with unpaid interest accrued to (but excluding) the date of actual redemption. Each of the following is an “Event of Default”:
(a) the Issuer [or a Guarantor ]fails to pay principal of the Notes when due or fails to pay interest or any other amounts due under the Notes[, including, but not limited to, any amounts due pursuant § 6.2 through (and including) § 6.9 of these Terms and Conditions,] within 30 days from the relevant due date; or
(b) the Issuer [or a Guarantor ]fails duly to perform, or is otherwise in breach of, any covenant or undertaking or other material agreement of the Issuer [or such Guarantor ]in respect of the Notes [or the Guarantee, as applicable, ]and such failure, if capable of remedy, continues unremedied for more than 30 days after the Paying Agent has received a written request thereof in the manner set forth in § 10.2 from a Holder to perform such obligation; or
(c) (i) the Issuer or any Subsidiary fails to pay principal of, or interest or other amounts due under, any Financial Indebtedness at the Stated Maturity thereof prior to the expiration of any grace period provided in such Financial Indebtedness on the date of such default (a []Payment Default[]) or (ii) any Financial Indebtedness of the Issuer or any Subsidiary becomes due and payable prior to its specified maturity (whether by declaration, automatic acceleration or otherwise) as a result of an event of default (howsoever described) and, in each case, the aggregate principal amount of any such Financial Indebtedness, together with the principal amount of any other such Financial Indebtedness under which there has been a Payment Default or the maturity of which has been accelerated as a result of an event of default (howsoever described), is EUR 3,000,000 or more (or its equivalent in any other currency or currencies). For the avoidance of doubt, this subparagraph (c) shall not apply, where the Issuer or the relevant Subsidiary contests in good faith that such payment obligation exists, is due or the requirements for the acceleration are satisfied; or
(d) the Issuer[, a Guarantor or a Material Subsidiary] announces its inability to meet its financial obligations or ceases its payments generally; or
(e) insolvency proceedings against the Issuer[, a Guarantor or a Material Subsidiary] are Instituted and have not been discharged or stayed within 60 days, or the Issuer[, such Guarantor or such Material Subsidiary] applies for or institutes such proceedings; or
(f)

the Issuer[, a Guarantor or a Material Subsidiary] enters into liquidation unless this is done in connection with a merger or other form of combination with another company and such company assumes all obligations of the Issuer[, such Guarantor or such Material Subsidiary, as the case may be,] in connection with the Notes[.][; or

(g) any security interest under the Security Documents ceases to be in full force and effect (other than in accordance with the terms of the relevant Security Documents, the Intercreditor Agreement and these Terms and Conditions and except through the gross negligence or wilful misconduct of the Security Trustee) with respect to Collateral individually or in the aggregate, having a fair market value in excess of EUR 5,000,000 for any reason other than the satisfaction in full of all obligations under these Terms and Conditions or the release of any such security interest in accordance with the terms of these Terms and Conditions, the Intercreditor Agreement or the Security Documents or any such security interest created thereunder is declared invalid or unenforceable in a judicial proceeding or the Issuer or any Subsidiary asserts in writing that such security interest is invalid or unenforceable and any such default continues for 10 days; or
(h) any guarantee provided by any Guarantor under the Guarantee ceases to be in full force and effect (other than in accordance with the terms of the Guarantee and these Terms and Conditions) or is declared invalid or unenforceable in a judicial proceeding or any Guarantor denies or disaffirms in writing its obligations under the Guarantee and any such default continues for 10 days; or
(i) the CIO ceases:
(A) to be a member of the management board (Vorstand) of the Issuer unless:
(1) the CIO has voluntarily resigned from its position as a member of the management board (Vorstand) of the Issuer or has been dismissed for cause (the date of such resignation or dismissal for cause the “CIO Replacement Starting Date”), and further provided that the Issuer has appointed a chief investment officer to the management board (Vorstand) of the Issuer within 16 weeks from the CIO Replacement Starting Date following a notice to the Holders’ Representative stating the Issuer’s proposal for a Replacement CIO replacement (a “CIO Replacement Notice”), such Replacement CIO being (x) in case of expiry of eight weeks following the date of the CIO Replacement Notice without the Holders’ Representative (acting on instruction (Weisung) of the majority of Holders who have participated in the relevant vote for such instruction (Weisung)) having objected to such proposal and having proposed (acting on instruction (Weisung) of the majority of Holders who have participated in the relevant vote for such instruction (Weisung)) another person as a Replacement CIO, such person the Issuer proposed for a Replacement CIO, or (y) in case within eight weeks following the date of the CIO Replacement Notice the Holders’ Representative (acting on instruction (Weisung) of the majority of Holders who have participated in the relevant vote for such instruction (Weisung)) objects to such proposal and proposes (acting on instruction (Weisung) of the majority of Holders who have participated in the relevant vote for such instruction (Weisung)) another person as a Replacement CIO, such other person, provided that in each case the scope of responsibilities and competencies of such chief investment officer is at least equal to the Required CIO Responsibilities and Competencies; or
(2) as of the date when the CIO ceases to be a member of the management board (Vorstand) of the Issuer, the aggregate principal amount outstanding of the Notes is equal to or less than EUR 125,000,000; or
(B) to have the Required CIO Responsibilities and Competencies unless as of the date when the CIO ceases to have the Required CIO Responsibilities and Competencies, the aggregate principal amount outstanding of the Notes is equal to or less than EUR 125,000,000; or
(j) any party to the Intercreditor Agreement (other than the Holders’ Representative, the holders’ representative of the 2029 Notes and the Security Agent) fails to comply with the material provisions of, or does not perform its material obligations under, the Intercreditor Agreement and, if such non-compliance is capable of remedy, it is not remedied within 14 days.]
10.2 Termination Notices
Any notice by a Holder (a) in accordance with § 10.1 (b) or (b) to terminate its Notes in accordance with this § 10 (a “Termination Notice”) shall be made by means of a written declaration to the Paying Agent in the German or English language delivered by hand or mail together with evidence by means of a certificate of the Holder’s Custodian (as defined in § 16.4) that such Holder, at the time of such Termination Notice, is a holder of the relevant Notes.
10.3 Cure
For the avoidance of doubt, the right to declare Notes due in accordance with this § 10 shall terminate if the situation giving rise to it has been cured before the right is exercised and it shall be permissible to cure the Event of Default pursuant to § 10.1 (c) by repaying in full the relevant Financial Indebtedness.
10.4 Quorum[ /​ Recission of Termination by Resolution of Holders]

In the events specified in § 10.1 (b)[, (c) or (g)] to ([f][i]), any notice declaring Notes due shall become effective only when the Paying Agent has received such default notices from the Holders representing at least 25% of the aggregate principal amount of the Notes then outstanding.[The Holders may rescind any termination with respect to the Notes and its consequences within three months of the termination by a resolution of the Holders passed by simple majority if such rescission would not conflict with any judgment or decree of a court of competent jurisdiction; provided, however, that the aggregate of such cast votes exceeds the number of votes having required the termination.

10.5 Suspension of Issuer’s Payment Obligation
The obligation of the Issuer to make payments under the Notes pursuant to § 10.2 and § 10.4 shall be suspended for the duration of any Consultation Period (as defined in the Intercreditor Agreement).]
11. Covenants
11.1 Limitation on Net Financial Indebtedness
The Issuer shall not permit Net Financial Indebtedness as of any Testing Date to exceed 65% of the Adjusted Total Asset Value as of such Testing Date.
11.2

Limitation on [Net Secured][AssetCo] Debt

The Issuer shall not permit [Net Secured][AssetCo] Debt as of any Testing Date to exceed [40][30]% of the Adjusted [Total][AssetCo] Asset Value as of such Testing Date.

[11.3

Interest Coverage Ratio

The Issuer will not and will ensure that its Subsidiaries do not incur any Financial Indebtedness provided, however, that the Issuer and its Subsidiaries may incur Financial Indebtedness if on the date of such incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the ratio of (i) the aggregate amount of Adjusted EBITDA in the most recently completed four consecutive financial quarters ending on or prior to such date of incurrence to (ii) the aggregate amount of Net Interest Expenses in such four-quarter period will be no less than

1.50 to 1.00

if the date of such incurrence falls on a day within 24 months of the Issue Date

2.00 to 1.00

if the date of such incurrence falls on a day after 24 months of the Issue Date]

[11.3 Limitation on Financial Indebtedness
(a) The Issuer will not, and will ensure that none of its Subsidiaries will, incur or have outstanding any Financial Indebtedness except for Financial Indebtedness in form of the Notes, the 2029 Notes and the related guarantees.
(b) The undertaking pursuant to § 11.3 (a) shall not apply to (i) Financial Indebtedness of any AssetCo which, when taken together with the aggregate principal amount of all other Financial Indebtedness outstanding or refinanced pursuant to this § 11.3 (b)(i), does not in an aggregate amount exceed the AssetCo Debt Total Cap; and (ii) Financial Indebtedness incurred by the Issuer or any AssetCo for purposes of financing Buy-Out Amounts; and (iii) Financial Indebtedness that constitutes Subordinated Shareholder Debt.]
11.4 Limitation on Distributions
[(a)] The Issuer will not, and will procure that none of its Subsidiaries will, directly or indirectly:
[i)]

[(a)] declare or pay any dividend or make any other payment or distribution on account of the Issuer’s or any of its Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuer or any of its Subsidiaries) or to the direct or indirect holders of the Issuer’s or any of its Subsidiaries’ Equity Interests in their capacity as such (other than ([i][A]) dividends or distributions payable in Equity Interests of the Issuer, ([ii][B]) dividends or distributions payable to the Issuer or a Subsidiary of the Issuer, and ([iii][C]) dividends or other distributions by a Subsidiary that is not a wholly-owned Subsidiary to minority shareholders (or owners of an equivalent interest in the case of a Subsidiary that is an entity other than a corporation) on no more than a pro rata basis, measured by value); [or]

[ii) grant any loan or other financial accommodation to any shareholder of the Issuer or any shareholder’s Affiliate (other than any direct or indirect Subsidiary); or]
[iii)]

[(b) ]purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuer) any Equity Interests of the Issuer[.]

[(each of the actions set forth in subparagraphs (a) and (b) above, a “Restricted Payment”), unless the amount of such Restricted Payment, when taken together with the aggregate amount of all other Restricted Payments made by the Issuer in the same financial year, does not exceed 50% of the consolidated net income of the Issuer (as determined in accordance with IFRS) for the immediately preceding financial year.]

[(b) The undertaking pursuant to § 11.4 (a) shall not apply to any dividend required to be paid by the Issuer due to a binding, final, non-appealable judgment, order or decree issued by a competent court in connection with section 254 of the AktG against the Issuer, provided that any such dividend payment is in aggregate limited to 4% of the Issuer’s share capital (Grundkapital) per annum.]
11.5

Limitation on Guarantees of [Capital Market][Financial] Indebtedness by Subsidiaries

The Issuer will not permit any of its Subsidiaries[ which is not a Guarantor], directly or indirectly, to guarantee the payment of any [Capital Market][Financial] Indebtedness unless such Subsidiary at the same time or prior thereto guarantees the payment of the Notes[ under the Guarantee or any other guarantee], which guarantee will be pari passu with (or, in [case such Capital Market][the event that such Financial] Indebtedness is subordinated debt, senior to) such Subsidiary’s guarantee of such [Capital Market][Financial] Indebtedness[.][, provided that the undertaking pursuant to this § 11.5 shall not apply to (i) any guarantee provided by any AssetCo to guarantee Financial Indebtedness incurred under and in accordance with sub-paragraph (i) of § 11.3 (b); and (ii) any guarantee provided by any AssetCo to guarantee Financial Indebtedness incurred under and in accordance with sub-paragraph (ii) of § 11.3 (b).]

11.6 Use of Proceeds
The Issuer will use the proceeds from the initial issuance and sale of the Notes (the “Proceeds”):
(a) to finance its further growth, including by way of the acquisition of real estate assets in Germany and to pay for related transaction expenses;
(b) to refinance existing indebtedness; and
(c) for its general corporate finance purposes.
11.7 Reports
(a) For so long as the Notes are outstanding, and to the extent the shares of the Issuer are listed on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange and the sub- segment thereof with further post-admission obligations (Prime Standard), the Issuer will comply with the applicable reporting standards (as may be modified from time to time, the then “Current Reporting Standards”). If the shares of the Issuer are no longer so listed, the Issuer will publish on its internet page and by means of an electronically operated information dissemination system annual, interim and adhoc reports as if it were still subject to the Current Reporting Standards.
(b) The Issuer shall report on the use of the Proceeds on a semi-annual basis in reasonable detail in its reports pursuant to this § 11.7 until the Proceeds have been finally applied in accordance with § 11.6 (a), (b) and (c).
[(c) The Issuer shall report in writing on the progress of completed disposals of Investment Properties and Inventory Properties, the amounts resulting from such disposals and the overall liquidity development of the Issuer and its Subsidiaries, including the amounts of unrestricted and restricted (as a result of the German Real Estate Agent and Commercial Construction Industry Ordinance (Makler- und Bauträgerverordnung the “MaBV”) or otherwise) cash on a quarterly basis in reasonable detail.]

[(d)][(c)]

On each date on which the Issuer publishes an annual report pursuant to the Current Reporting Standards, the Issuer shall either publish on its internet page or deliver to the Paying Agent and, in accordance with § 14, to the Holders (i) an officer’s certificate of the Issuer, signed by a member of the management board of the Issuer, stating that as of the date of such officer’s certificate no default or Event of Default exists, or if any default or Event of Default exists, stating the nature and status thereof and (ii) a compliance certificate signed by the auditors of the Issuer, which demonstrates in reasonable detail compliance by the Issuer with the covenant contained in § 11.1 and § 11.2[ and, if applicable, the covenant contained in § 11.3].

[(e)][(d)]

On each date on which the Issuer publishes a semi-annual report pursuant to the Current Reporting Standards, the Issuer shall either publish on its internet page or deliver to the Paying Agent and, in accordance with § 14, to the Holders (i) an officer’s certificate of the Issuer, signed by a member of the management board of the Issuer, stating that as of the date of such officer’s certificate no default or Event of Default exists, stating the nature and status thereof and (ii) a compliance certificate signed by a member of the management board of the Issuer, which demonstrates in reasonable detail compliance by the Issuer with the covenant contained in § 11.1 and § 11.2[ and, if applicable, the covenant contained in § 11.3].

[(f) The Issuer shall host investor calls for Holders, including the opportunity for Holders to pose questions to the management board of the Issuer during such calls, in each calendar quarter and such investor calls shall be scheduled for no less than one hour.]
11.8 Maintenance of Listing
For so long as the Notes are outstanding, the Issuer will use reasonable efforts to obtain and maintain the admission of the Notes to the official list of the Luxembourg Stock Exchange and the inclusion in trading of the Notes on the Euro MTF market operated by the Luxembourg Stock Exchange. If maintenance of such admission and inclusion in trading becomes in the opinion of the Issuer unduly onerous, the Issuer will use reasonable efforts to obtain and maintain a listing and/​or inclusion in trading of the Notes on another suitable securities market.
[11.9 Limitation on Acquisitions
(a) From (including) and following the Amendment Date until the occurrence of the Redemption Milestone Event (Investment Properties), the Issuer will not, and will ensure that none of its Subsidiaries will, acquire any new Investment Properties (whether by way of an asset or share deal).
(b) From (including) and following the Amendment Date until the occurrence of the relevant Redemption Milestone Event (Inventory Properties), the Issuer will not, and will ensure that none of its Subsidiaries will, acquire any new Inventory Properties (whether by way of an asset or share deal) if the aggregate purchase price of any such acquisitions exceeds (i) EUR 30,000,000 in calendar year 2023, (ii) EUR 50,000,000 in calendar year 2024 and (iii) EUR 60,000,000 in calendar year 2025 and in each calendar year thereafter, and further provided that:
i) the purchase price of any such acquisition of any Inventory Property shall not exceed the fair market value of such Inventory Property which (A) shall be confirmed through an officer’s certificate of the Issuer and (B) in the event that the purchase price of such acquisition exceeds EUR 10,000,000, shall be certified by a reputable independent appraiser, in each case, any such confirmation and certification, as the case may be, either to be published on the internet page of the Issuer or to be delivered to the Holders in accordance with § 14 without undue delay following the consummation of such acquisition;
ii) any such Inventory Properties shall not be acquired from any Affiliates of the Issuer; and
iii) any such Inventory Properties may only be acquired and held by any direct or indirect Subsidiary of Intermediate HoldCo.
11.10 Limitation on Asset Sales
(a) From (including) and following the Amendment Date, the Issuer will not, and will ensure that none of its Subsidiaries will, sell any Investment Properties, Inventory Properties or any other assets (in each case, whether by way of an asset or share deal) to any Affiliates of the Issuer.
(b) From (including) and following the Amendment Date, the Issuer will not, and will ensure that none of its Subsidiaries will, sell any Investment Properties (whether by way of an asset or share deal) to any third party unless:
i) the consideration to be received by the Issuer or any of its Subsidiaries under such sale is not less than the fair market value of such Investment Property which (A) shall be confirmed through an officer’s certificate of the Issuer and (B) in the event that the consideration for such sale exceeds EUR 10,000,000, shall be certified by a reputable independent appraiser, in each case, any such confirmation and certification, as the case may be, either to be published on the internet page of the Issuer or to be delivered to the Holders in accordance with § 14 without undue delay following the consummation of such sale;
ii) at least 90% of the consideration under such sale shall be received by the Issuer or any of its Subsidiaries in cash (provided that any Financial Indebtedness of the Issuer or any Subsidiary as seller which is assumed or discharged by the purchaser in connection with any Investment Property Sale pursuant to any agreement that releases the Issuer or the relevant Subsidiary from further liability with respect to such Financial Indebtedness shall be deemed to be cash); and
iii) in the event that the consideration for such sale exceeds EUR 10,000,000, the Issuer has confirmed in an officer’s certificate to be either published on the internet page of the Issuer or to be delivered to the Holders in accordance with § 14 without undue delay following the consummation of such sale, that such sale was conducted by way of a structured M&A sales process.
(c) The Issuer shall consider (in good faith) all commercially reasonable disposal options for any Investment Properties held by the Issuer or any of its Subsidiaries.
11.11 Limitation on Guarantee Business
From (including) and following the Amendment Date, the Issuer will not, and will ensure that none of its Subsidiaries will, conduct any Guarantee Business exceeding the Guarantee Business Total Cap.
“Guarantee Business” means the marketing and sale business with respect to entire projects (including, without limitation, condominiums) on an exclusive contractual basis with a back-stop guarantee provided by the Issuer or any of its Subsidiaries under such project for the benefit of property developers.
“Guarantee Business Total Cap” means, determined on a rolling basis, EUR 65,000,000, which amount shall be determined as the aggregate purchase price volume guaranteed by the Issuer or any of its Subsidiaries for any relevant projects less the aggregate amount of purchase prices contracted by any third-party under such project.
11.12 HoldCo Structure and Limitations on HoldCo Activities
(a) [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are not implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote): From (including) and following the Amendment Date, the Issuer shall directly hold and maintain 100% of the shares in Intermediate HoldCo.][To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote): From (including) and following the Amendment Date, the Issuer shall (i) directly hold and maintain 100% of the shares in LuxCo 1, (ii) ensure that LuxCo 1 directly holds and maintains 100% of the shares in LuxCo 2 and (iii) ensure that LuxCo 2 directly holds and maintains 100% of the shares in Intermediate HoldCo.]
(b) [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote): From (including) and following the Amendment Date, if a profit and loss profit transfer agreement (Gewinn- und Verlustabführungsvertrag) between the Issuer as dominating entity and Intermediate HoldCo as dominated entity has been established, the Issuer shall maintain and keep in existence such profit and loss profit transfer agreement (Gewinn- und Verlustabführungsvertrag).]
(c) From (including) and following the Amendment Date, the Issuer will ensure that Intermediate HoldCo [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote): and LuxCo 1 and LuxCo 2] will not engage in any business activity or undertake any other activity, own any assets or incur any liability except for Holding Company Activities.
“Holding Company Activities” means, with respect to any Person, (i) any activity reasonably relating to the incurrence, sale, servicing, purchase, redemption, refinancing or discharge of any Financial Indebtedness not prohibited by the terms of these Terms and Conditions; (ii) any activity undertaken with the purpose of fulfilling any other obligations under these Terms and Conditions, other Financial Indebtedness not prohibited by the terms of these Terms and Conditions, any security document to which it is a party or the Intercreditor Agreement; (iii) any activity involving the provision of administrative services (including, for the avoidance of doubt, the granting of loans or any other form of financings not prohibited under these Terms and Conditions) to any of its respective direct or indirect Subsidiaries; (iv) the delivery of services to such Person, any of its direct or indirect Subsidiaries or any of its direct or indirect parent companies (including IT services and general business services (including management, corporate accounting, controlling, finance, tax, legal and quality services and internal audits)) customarily provided or obtained by a holding company; (v) acting as an in-house bank entity for such Person and its direct or indirect Subsidiaries, including the granting of loans to, providing and arranging hedging for or borrowing from, or providing guarantees for obligations of, direct or indirect Subsidiaries of such Person; (vi) the purchase of, the subscription for, and the ownership of shares in its direct or indirect Subsidiaries, intra-group debit balances, intra-group credit balances and other credit balances in bank accounts, the making of payments and the holding or making of investments not prohibited by § 11.4; (vii) relating to the granting of any security interest not prohibited by § 3; (viii) the incurrence and payment of professional fees and administration costs; (ix) all other activities necessary or expedient to perform the functions of a holding company; (x) anything required in order to maintain a permanent establishment (Betriebsstätte) for German tax purposes (or similar concepts for purposes of tax laws in the Grand Duchy of Luxembourg and other applicable jurisdictions) in relation to such Person, any of its direct or indirect Subsidiaries or any of its direct or indirect parent companies; (xi) any other activities that are related, incidental or ancillary to any of the foregoing clauses (i) to (x) and the ownership of assets required therefor; and (xii) other activities and assets not specifically enumerated above that are de minimis in nature.
(d) From (including) and following the Amendment Date, the Issuer will ensure that no direct or indirect Subsidiary of Intermediate HoldCo will sell, transfer or otherwise dispose of any assets to any Subsidiary of the Issuer which is not, Intermediate HoldCo, [To be included if the interpositions of LuxCo 1 and LuxCo 2 (as defined in the Invitation to Vote) are implemented as provided for as part of the Corporate Reorganization (as defined in the Invitation to Vote): LuxCo 1, LuxCo 2,] a direct or indirect Subsidiary of Intermediate HoldCo or any direct or indirect Subsidiary of the Issuer whose shares are subject to the Collateral.
11.13 Limitation on Business during Vacancy Period
During any Vacancy Period, the Issuer will not, and will ensure that none of its Subsidiaries will:
(a) enter into or perform any acquisitions, investments or disposals where the higher of the relevant value or the purchase price, and irrespective of whether or not in a single transaction or by way of a series of transactions (whether related or not), is equal to or higher than EUR 5,000,000.00, unless the omission of such acquisitions, investments or disposals would result in a payment event of default set out under paragraph (a) of § 10.1 and save for the consummation of any acquisitions, investments or disposals made in order to fulfil the relevant contractual obligations of such acquisitions, investments or disposals (in each case in accordance with the terms and conditions of such contractual obligations) which have been entered into prior the start of any Vacancy Period in accordance with the terms of these Terms and Conditions;
(b) enter into or perform any acquisitions, investments or disposals with any Affiliate of any shareholder of the Issuer (other than the Issuer and its Subsidiaries), or any person related within the meaning of section 138 of the German Insolvency Code (Insolvenzordnung – the “IO”) to such persons;
(c) incur or repay any Financial Indebtedness whether or not in a single transaction or by way of a series of transactions (whether related or not) in an amount equal to or in excess of EUR 5,000,000 unless the omission of such incurrence or repayment would result in any event of default set out under paragraphs (a), (c) or (e) of § 10.1; or
(d) incur any Buy-Out Amounts.]
12. Further Issues, Purchases and Cancellation
12.1 Further Issues
Subject to § 11, the Issuer may from time to time, without the consent of the Holders, issue further Notes having the same terms and conditions as the Notes in all respects (or in all respects except for the relevant issue date, interest commencement date, first interest payment date and/​or issue price) so as to form a single series with the Notes.
12.2 Purchases
The Issuer may at any time purchase Notes in the open market or otherwise and at any price. Notes purchased by the Issuer may, at the option of the Issuer, be held, resold or surrendered to the Paying Agent for cancellation.
12.3 Cancellation
All Notes redeemed in full shall be cancelled forthwith and may not be reissued or resold.
13.

[Amendments of the Terms and Conditions][Amendment of the Transaction Documents] by Resolutions of Holders, [Joint][Holders’] Representative

13.1

Amendment of the [Terms and Conditions][Transaction Documents]

The Issuer may agree with the Holders on amendments to [the][these] Terms and Conditions [and to the other Transaction Documents which require such consent by the Holders] by virtue of a majority resolution of the Holders pursuant to sections 5 et seqq. of the German Act on Issues of Debt Securities (Gesetz über Schuldverschreibungen aus Gesamtemissionen – [the ]“SchVG”), as amended from time to time. In particular, the Holders may consent to amendments which materially change the substance of the [Terms and Conditions][relevant Transaction Documents], including such measures as provided for under section 5 paragraph 3 of the SchVG by resolutions passed by such majority of the votes of the Holders as stated under § 13.2 below. A duly passed majority resolution shall be binding equally upon all Holders.

13.2 Majority

Except as provided by the following sentence and provided that the quorum requirements are being met, the Holders may pass resolutions by simple majority of the voting rights participating in the vote. Resolutions which materially change the substance of the [Terms and Conditions][relevant Transaction Documents], in particular in the cases of section 5 paragraph 3 numbers 1 through 9 of the SchVG, may only be passed by a majority of at least 75% of the voting rights participating in the vote (a “Qualified Majority”).

13.3 Vote without a Meeting

Subject to § 13.4, resolutions of the Holders shall exclusively be made by means of a vote without a meeting in accordance with section 18 of the SchVG. The request for voting will provide for further details relating to the resolutions and the voting procedure. The subject matter of the vote as well as the proposed resolutions shall be notified to the Holders together with the request for voting. [Together with their vote][Exercise of voting rights is subject to the Holders’ registration. The registration must be received at the address stated in the convening notice no later than the third day preceding the beginning of the voting period. As part of the registration], the Holders must demonstrate their eligibility to participate in the vote by means of a special confirmation of the Custodian in accordance with § 16.4 (a) (i) and (ii) in text form and by submission of a blocking instruction by the Custodian stating that the relevant Notes are not transferable from (and including) the day such blocking instruction has been issued to (and including) the day the voting period ends.

13.4 Second Noteholders’ Meeting
If it is ascertained that no quorum exists for the vote without meeting pursuant to § 13.3, the scrutineer may convene a noteholders’ meeting, which shall be deemed to be a second noteholders’ meeting within the meaning of section 15 paragraph 3 sentence 3 of the SchVG. Attendance at the second noteholders’ meeting and exercise of voting rights is subject to the Holders’ registration. The registration must be received at the address stated in the convening notice no later than the third day preceding the second noteholders’ meeting. As part of the registration, Holders must demonstrate their eligibility to participate in the vote by means of a special confirmation of the Custodian in accordance with § 16.4 (i) (a) and (b) in text form and by submission of a blocking instruction by the Custodian stating that the relevant Notes are not transferable from (and including) the day such blocking instruction has been issued to (and including) the stated end of the noteholders’ meeting.
13.5 Holders’ Representative

[The Holders may by majority resolution provide for the appointment or dismissal of a joint representative (the “Holders’ Representative”), the duties and responsibilities and the powers of such Holders’ Representative, the transfer of the rights of the Holders to the Holders’ Representative and a limitation of liability of the Holders’ Representative. Appointment of a Holders’ Representative may only be passed by a Qualified Majority if such Holders’ Representative is to be authorised to consent, in accordance with § 13.2, to a material change in the substance of the Terms and Conditions.]

[(a) Appointment of Holders’ Representative . The initial common representative of the Holders (the “Holders’ Representative”) and its initial specified office is:
Dentons GmbH, Wirtschaftsprüfungsgesellschaft, Steuerberatungsgesellschaft
Markgrafenstraße 33, 10117 Berlin
Germany
The Holders’ Representative shall be a common representative of the Holders within the meaning of the SchVG.
(b) Duties and Powers . Except during the continuance of an Event of Default of which the Holders’ Representative has actual knowledge, the Holders’ Representative is obliged, subject to the limitations set forth in this § 13.5, to perform such duties and only such duties as are specifically set forth in these Terms and Conditions, and such additional powers and duties as are granted to it by majority resolution passed pursuant to this § 13 (to the extent such additional powers and duties are expressly accepted by it by written notice to the Issuer). Whether or not an Event of Default has occurred and is continuing, the Holders’ Representative shall:
(A) execute, in its own name and acting in the interest of the Holders, the Intercreditor Agreement on or prior to the Amendment Date;
(B) perform the duties set forth in the Intercreditor Agreement;
(C) solicit a vote of Holders without meeting as soon as reasonably practicable upon (i) a request from the Security Trustee for a decision, instruction or consent of Holders required under the Intercreditor Agreement, (ii) the giving by the Holders’ Representative of notice of its resignation for the purpose of the appointment of a successor Holders’ Representative, (iii) to obtain, if deemed necessary by the Holders’ Representative, instructions from the Holders with respect to any action to be taken by the Holders’ Representative, (iv) the delivery of an Initial Enforcement Notice (as defined in the Intercreditor Agreement) by the holders’ representative for the 2029 Notes or the commencement of the Consultation Period (as defined in the Intercreditor Agreement), (v) the receipt of a CIO Replacement Notice, or (vi) as required by law;
(D) in connection with any voting of Holders perform the duties of the chairperson or the scrutineer as set forth in the SchVG; and
(E) provide the Security Trustee with any decision, instruction or consent with respect to the Intercreditor Agreement based on a majority resolution of Holders passed in accordance with this § 13.
If an Event of Default has occurred and is continuing of which the Holders’ Representative has been notified in writing by the Issuer, any Guarantor, any party to the Intercreditor Agreement or any Holder, the Holders’ Representative shall exercise such of the rights and powers vested in it by these Terms and Conditions, subject to such rights or powers being qualified, limited or otherwise affected by the provisions of the Intercreditor Agreement, and use the same degree of diligence and care in its exercise, as a prudent business manager (ordentlicher und gewissenhafter Geschäftsleiter within the meaning of section 7 paragraph 3 sentence 1 of the SchVG) would exercise or use under the circumstances; provided that the exercise of such rights and powers shall not be inconsistent with any majority resolution passed by the Holders in accordance with this § 13.
Furthermore, the Holders’ Representative shall take any action under the Intercreditor Agreement only upon instruction by the Holders pursuant to the terms of these Terms and Conditions. If the Holders’ Representative is requested by the Security Trustee or any Holder for a decision, instruction or consent to be made under the Intercreditor Agreement, it will take any such action only if being validly instructed by the Holders in accordance with the terms of these Terms and Conditions. Should it not be possible to obtain such instruction by the Holders in time or at all, the Holders’ Representative shall not be required to take any such action under the Intercreditor Agreement.
No provision of these Terms and Conditions shall require the Holders’ Representative to do anything which would be illegal or contrary to applicable law or regulation. Under no circumstances will the Holders’ Representative be responsible or liable for (i) investigating or assessing the suitability, value, sufficiency, validity, binding nature, or enforceability of any Guarantee or Collateral, (ii) making any inquiries as to the performance of the obligations of the Issuer, any Guarantor and/​or any of their Subsidiaries, or (iii) monitoring the performance by the Security Trustee of its obligations or to assess the validity, sufficiency or adequacy of any instruction given to the Security Trustee by any other person or (iv) or the sufficiency, adequacy or correctness of any information or document delivered to it for on-delivery to Holders in accordance with these Terms and Conditions.
The Holders’ Representative shall be exempt from the restrictions set forth in section 181 of the BGB.
(c) Liability. The Holders’ Representative shall be liable for the proper performance of its duties towards the Holders who shall be joint and several creditors (Gesamtgläubiger); in the performance of its duties it shall act with the diligence and care of a prudent business manager (ordentlicher und gewissenhafter Geschäftsleiter within the meaning of section 7(3) of the SchVG). The liability of the Holders’ Representative is limited to wilful misconduct and gross negligence. The liability for gross negligence is limited to an amount of EUR 10,000,000.
(d) Certain Rights of Holders’ Representative. Subject to paragraphs (b) and (c) above:
(A) the Holders’ Representative may rely, and shall be 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 person;
(B) before the Holders’ Representative acts or refrains from acting, it may require an officer’s certificate of the Issuer or an opinion of legal counsel in form and substance reasonably satisfactory to the Holders’ Representative. The Holders’ Representative shall not be liable for any action it takes or omits to take in good faith in reliance on such officer’s certificate of the Issuer or opinion of legal counsel;
(C) the Holders’ Representative 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 Holders’ Representative, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Holders’ Representative shall determine to make such further inquiry or investigation, it shall be entitled at reasonable times upon written request to examine the books, records and premises of the Issuer personally or by agent or attorney; and
(D) the Holders’ Representative may request that the Issuer deliver an officer’s certificate of the Issuer setting forth the names of the individuals and/​or titles of officers authorized at such time to take specified actions pursuant to these Terms and Conditions.
(e) Compensation and Indemnity of Holders’ Representative. The Issuer shall pay to the Holders’ Representative fees, costs, expenses and disbursements (including appropriate insurance cover and any costs for legal advice incurred) as separately agreed between the Issuer and the Holders’ Representative.
(f) Replacement of Holders’ Representative. The Holders’ Representative may be removed from office at any time by majority resolution of the Holders in accordance with this § 13 without specifying any reasons.
The Holders’ Representative may resign at any time by notifying the Issuer (in which case the Issuer shall notify the Holders in accordance with the procedures set forth in § 14. If the Holders’ Representative resigns he shall call a vote without undue delay to elect a successor Holders’ Representative. A resignation of the Holders’ Representative shall become effective only upon the appointment, by majority resolution of the Holders in accordance with this § 13, of a successor Holders’ Representative and the successor Holders’ Representative’s acceptance of such appointment.
A successor Holders’ Representative shall deliver a written acceptance of its appointment to the Issuer and shall succeed the retiring Holders’ Representative as a party to the Intercreditor Agreement. Thereupon the resignation or removal of the retiring Holders’ Representative shall become effective, and the successor Holders’ Representative shall have all the rights, powers and duties of the Holders’ Representative under these Terms and Conditions and any reference in these Terms and Conditions shall forthwith be references to such successor Holders’ Representative. The retiring Holders’ Representative shall promptly transfer all property held by it as Holders’ Representative to the successor Holders’ Representative.
(g) Reports by Holders’ Representative to Holders. Within 60 days after each 1 June (a “Reporting Date”), beginning with the Reporting Date following the Amendment Date, and for as long as any Notes remain outstanding, the Holders’ Representative shall furnish to the Paying Agent (who, at the Issuer’s expense, will forward to the Holders) a report dated as of the relevant Reporting Date, briefly describing any activities relating to the Notes undertaken by the Holders’ Representative during the twelve-months period ending on such Reporting Date and stating whether or not any of the circumstances described in section 7 paragraph 1 of the SchVG have arisen.]
13.6 Publication
Any notices concerning this § 13 shall be made exclusively pursuant to the provisions of the SchVG.
14. Notices
14.1 Notices
Except as stipulated in § 13.6, if and for so long the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require, notices concerning the Notes shall be published in electronic form on the website of the Luxembourg Stock Exchange (www.bourse.lu). Any such notice will be deemed to have been validly given to the Holders on the third calendar day following the date of such publication.
14.2 Notification to the Clearing System
If the publication of notices pursuant to § 14.1 above is not required by applicable stock exchange rules, the Issuer may in lieu of publication pursuant to § 14.1 above, deliver notices concerning the Notes to the Clearing System, for communication by the Clearing System to the Holders. Any such notice will be deemed to have been validly given to the Holders on the fifth calendar day following the day on which the said notice was delivered to the Clearing System.
14.3 Notification to the Issuer
Notices to be given by any Holder to the Issuer shall be made by means of a written declaration to be delivered by hand or mail to the Paying Agent. Such notice may be given by any Holder to the Paying Agent through the Clearing System in such manner as the Paying Agent and the Clearing System may approve for such purpose.
15. Definitions
[“2023 Minimum Redemption Amount” has the meaning assigned to such term in § 6.7 (a).
“2023 Minimum Redemption Date” has the meaning assigned to such term in § 6.7 (a).
“2024 Minimum Redemption Amount” has the meaning assigned to such term in § 6.7 (b).
“2024 Minimum Redemption Date” has the meaning assigned to such term in § 6.7 (b).
“2025 Minimum Redemption Amount” has the meaning assigned to such term in § 6.7 (c).
“2025 Minimum Redemption Date” has the meaning assigned to such term in § 6.7 (c).
“2029 Notes” means the EUR 100,000,000 (in words: One Hundred Million Euro) aggregate principal amount of senior secured notes originally issued by the Issuer on 23 March 2021, as amended on the Amendment Date.
“2029 Redemption Amount” has the meaning assigned to such term in § 6.8.]
Additional Amounts” has the meaning assigned to such term in § 8.2.

[“Adjusted EBITDA” means the consolidated net income/​(loss) of the Issuer and its Subsidiaries before interest, taxes, depreciation, amortisation, net gains/​(losses) from the revaluation of investment properties, non-cash expenses, and extraordinary or nonrecurring items, as determined by reference to the Consolidated Financial Statements of the Issuer.]

[“Adjusted AssetCo Asset Value” means the sum, without double-counting, of the AssetCos’ total assets determined on an aggregated basis (eliminating any intra-group effects) in accordance with IFRS, adjusted to reflect (i) the Fair Market Value of inventory properties and (ii) deferred tax liabilities on the basis of Fair Market Value adjustments of inventory properties, less cash and cash equivalents of such AssetCos on an aggregated basis, determined in accordance with IFRS, provided that any equity investment in any Person made after the Issue Date shall only be taken into account if such Person, upon making such investment, constitutes a Controlled Subsidiary or is a Single-Property Related Investment.]
Adjusted Total Asset Value” means the sum, without duplication, of the Issuer’s and its Subsidiaries’ total assets determined on a consolidated basis in accordance with IFRS, adjusted to reflect (i) the Fair Market Value of inventory properties and (ii) deferred tax liabilities on the basis of Fair Market Value adjustments of inventory properties, less cash and cash equivalents of the Issuer and its Subsidiaries on a consolidated basis, determined in accordance with IFRS, provided that any equity investment in any Person made after the Issue Date shall only be taken into account if such Person, upon making such investment, constitutes a Controlled Subsidiary or is a Single-Property Related Investment.
[“Affiliate” means any affiliated company within the meaning of section 15 of the German Stock Corporation Act (Aktiengesetz).
Amendment Datehas the meaning assigned to such term in § 1.1.
“AssetCo” means any direct or indirect Subsidiary of the Issuer which owns any investment properties, inventory properties or self-used properties, in each case as determined by reference to the Consolidated Financial Statements of the Issuer (or any equivalent item, as the case may be).
“AssetCo Debt” as of any date of determination means the Financial Indebtedness of all AssetCos (including any Subsidiaries of such AssetCo) on an aggregated basis (eliminating any intra-group effects), determined in accordance with IFRS, as of such date, less cash and cash equivalents of such AssetCos on an aggregated basis, determined in accordance with IFRS, as of such date.
“AssetCo Debt Total Cap” means EUR 225,000,000 minus the aggregate principal amount of any AssetCo Debt which is repaid, discharged or assumed by any third party in connection with any Investment Property Sale, provided that the AssetCo Debt Total Cap shall in no event become less than EUR 160,000,000.]

[“Bund Rate” has the meaning assigned to such term in § 6.3.]

Business Day” has the meaning assigned to such term in § 5.4.
[“Buy-Out Amounts” means, , in respect of any investments, loans or acquisitions made by the Issuer or any of its Subsidiaries, any amounts required by the Issuer or any of its Subsidiaries for purposes of purchasing, refinancing or discharging any Prior-ranking Financial Indebtedness to enable or facilitate the enforcement of any legal claims or title by the Issuer or any of its Subsidiaries against the Person owing such Prior-ranking Financial Indebtedness, provided that:
(a) any such amounts (when aggregated with all other Buy-Out Amounts incurred during the term of the Notes) shall not exceed EUR 40,000,000 in aggregate during the term of the Notes; and
(b) the CIO has approved in advance such purchasing, refinancing or discharging of Prior-ranking Financial Indebtedness and the enforcement of legal claims or title,
and in each case only if and to the extent such amounts required by the Issuer or any of its Subsidiaries for such purposes have actually been so applied.]

[“Call Redemption Amount” has the meaning assigned to such term in § 6.3. ]

[“Call Redemption Date” has the meaning assigned to such term in § 6.9.]

[“Capital Market Indebtedness” means any present or future obligation for the payment of borrowed money (including obligations by reason of any guarantee or other liability agreement for such obligations of third parties) which is in the form of, or represented by, bonds, notes or other securities which are capable of being quoted, listed, dealt in or traded on a stock exchange, over-the-counter-market or other recognised securities market, including, for the avoidance of doubt, Schuldschein loans/​promissory notes. The Notes shall in any event be Capital Market Indebtedness.]

“Change of Control” has the meaning assigned to such term in § 6.4 (a).
[“CIO” means the (1) the chief investment officer of the Issuer appointed prior to the occurrence of the Amendment Date to the management board (Vorstand) of the Issuer and (2) any Replacement CIO or other chief investment officers appointed in accordance with § 10.1 (i)(A)(1).
“CIO Replacement Notice” has the meaning assigned to such term in § 10.1 (i)(A)(1).
“CIO Replacement Starting Date” has the meaning assigned to such term in § 10.1 (i)(A)(1.)]
Clearing System” means Clearstream Banking AG, Frankfurt am Main (“Clearstream Frankfurt”) and any successor in such capacity.
Code” has the meaning assigned to such term in § 8.3.
[“Collateral” has the meaning assigned to such term in § 2.3 (a).]
Control” has the meaning assigned to such term in § 6.4 (a).
Controlled Subsidiary” has the meaning assigned to such term in § 6.4 (a).
Consolidated Financial Statements” means, with respect to any Person, the consolidated financial statements and notes to those financial statements and the group management report of that Person and its subsidiaries prepared in accordance with IFRS as well as interim consolidated financial statements and quarterly statements (as of the relevant date).
Current Reporting Standards” has the meaning assigned to such term in § 11.7 (a).
Custodian” has the meaning assigned to such term in § 16.4.
Day Count Fraction (Actual/​Actual (ICMA))” has the meaning assigned to such term in § 4.3.
Determination Date” has the meaning assigned to such term in § 4.3.
Determination Period” has the meaning assigned to such term in § 4.3.
Equity Interests” means Share Capital and all warrants, options or other rights to acquire Share Capital (but excluding any debt security that is convertible into, or exchangeable for, Share Capital).
Event of Default” has the meaning assigned to such term in § 10.1.
[“Escrow Account” has the meaning assigned to such term in § 2.4 (a).
“Escrow Agent” has the meaning assigned to such term in § 2.4 (a).
“Escrow Agreement” has the meaning assigned to such term in § 2.4 (a).]
Fair Market Value” means

[(a) until the availability of Consolidated Financial Statements for the Issuer for the year 2019, the value that would be paid by a willing buyer to an unaffiliated willing seller in a transaction not involving distress of either party, determined in good faith by the Issuer’s chief executive officer, chief financial officer or a responsible accounting or financial officer of the Issuer on the basis of the most recent third-party valuation of the assets in question as adjusted to reflect market conditions; and]

[after the availability of Consolidated Financial Statements for the Issuer for the year 2019,] the value determined by a third-party valuation of the assets in question, whereby for each Testing Date falling on 30 June of any year, a desktop third-party valuation will be considered sufficient.

FATCA Withholding” has the meaning assigned to such term in § 8.3.
Final Redemption Amount” has the meaning assigned to such term in § 6.1[ (b)].
Financial Indebtedness” means (without duplication) any indebtedness (excluding any indebtedness owed to the Issuer or any of its Subsidiaries) for or in respect of:
(a) money borrowed;
(b) any amount raised by acceptance under any acceptance credit facility or a dematerialised equivalent;
(c) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, commercial papers or any similar instrument;
(d) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(e) any amounts raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;
(f) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
(g) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in subparagraphs (a) to (f) above,
In each such case if and to the extent the relevant amount or obligation is recorded as indebtedness in accordance with IFRS. The term Financial Indebtedness shall not include any lease, concession or license of property (or guarantee thereof) that would be considered an operating lease under IFRS as in effect on the Issue Date.
Global Note” has the meaning assigned to such term in § 1.2 (b).
[“Guarantee” has the meaning assigned to such term in § 2.2 (a).
“Guarantee Business” has the meaning assigned to such term in § 11.11.
“Guarantee Business Total Cap” has the meaning assigned to such term in § 11.11.
“Guarantor” has the meaning assigned to such term in § 2.2 (a).]
Holder” means any holder of a proportionate co-ownership or other beneficial interest or right in the Notes.
Holders’ Representative” has the meaning assigned to such term in § 13.5.
[“Holding Company Activities” has the meaning assigned to such term in § 11.12 (c).]
IFRS” means the International Financial Reporting Standards as published by the International Accounting Standards Board, as in effect from time to time.
Incur” means, with respect to any Financial Indebtedness or other obligation of any Person, to create, assume, guarantee or otherwise become liable in respect of such Financial Indebtedness or other obligation, and “incurrence” and “incurred” have the meanings correlative to the foregoing.
[“Intercreditor Agreement” has the meaning assigned to such term in § 2.3 (c).]
Interest Calculation Period” has the meaning assigned to such term in § 4.3.
Interest Payment Date” has the meaning assigned to such term in § 4.1.
[“Intermediate HoldCo” has the meaning assigned to such term in § 2.2 (a).
“Inventory Property” means any property determined (or, upon acquisition or other consolidation by the Issuer or any of its Subsidiaries, would be determined) as an inventory property by reference to the Consolidated Financial Statements of the Issuer (or any equivalent item, as the case may be).
“Investment and Loan Redemption” has the meaning assigned to such term in § 6.6.
“Investment and Loan Redemption Date” has the meaning assigned to such term in § 6.6.
“Investment and Loan Redemption Notice” has the meaning assigned to such term in § 6.6.
“Investment Proceeds” has the meaning assigned to such term in § 6.6.
“Investment Property” has the meaning assigned to such term in § 6.5.
“Investment Property (Kantstraße)” has the meaning assigned to such term in § 6.5.
“Investment Property Sale” has the meaning assigned to such term in § 6.5.
“Investment Property Sale Proceeds” has the meaning assigned to such term in § 6.5.
“Investment Property Sale Redemption” has the meaning assigned to such term in § 6.5.
“Investment Property Sale Redemption Date” has the meaning assigned to such term in § 6.5.
“IO” has the meaning assigned to such term in § 11.13 (b).
“Investment Property Sale Redemption Notice” has the meaning assigned to such term in § 6.5.]
Issue Date” has the meaning assigned to such term in § 1.1.
Issuer” has the meaning assigned to such term in § 1.1.
Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest, or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement or any lease in the nature thereof.
[“Loan Proceeds” has the meaning assigned to such term in § 6.6.]

[“Make-Whole Amount” has the meaning assigned to such term in § 6.3.]

[“Material Subsidiary” means any Subsidiary of the Issuer from time to time that as per its most recent financial statement evidences a net asset value (i.e., book value of its assets minus the book value of any financial indebtedness) of at least EUR 20,000,000.]
Maturity Date” has the meaning assigned to such term in § 6.1[ (b)].
[“Minimum Redemption Amount” has the meaning assigned to such term in § 6.7.
“Minimum Redemption Date” has the meaning assigned to such term in § 6.7.]

Net Financial Indebtedness” as of any Testing Date means the [financial indebtedness][Financial Indebtedness] of the Issuer and its Subsidiaries on a consolidated basis, [determined in accordance with IFRS, ]as of such Testing Date, less cash and cash equivalents of the Issuer and its Subsidiaries on a consolidated basis, determined in accordance with IFRS, as of such Testing Date.

[“Net Interest Expenses” means the consolidated net interest expense of the Issuer and its Subsidiaries, whether paid, accrued or capitalised, determined on a consolidated basis in accordance with IFRS.

“Net Secured Debt” means, as of any date of determination, indebtedness of the Issuer and its Subsidiaries on a consolidated basis that is secured by any Lien. ]

Notes” has the meaning assigned to such term in § 1.1.
Paying Agent” has the meaning assigned to such term in § 7.1.
Payment Default” has the meaning assigned to such term in § 10.1 (c).

Permitted Holders” means, collectively, Brookline Real Estate S.à r.l., its direct and indirect controlling shareholders, its subsidiaries, any other fund, partnership or investment vehicle advised by Vestigo Capital Advisors LLP and its subsidiaries[ and ADLER Real Estate AG and its subsidiaries].

Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organisation, limited liability company or government (or any agency or political subdivision thereof) or any other entity.
[“Prior-ranking Financial Indebtedness” means any Financial Indebtedness of a Person owed to any third party (which is not an Affiliate of the Issuer or its Subsidiaries) which is secured by security interests over the assets of such Person and such Financial Indebtedness and/​or such security interests rank senior to the claims of, or title of, the Issuer or its Subsidiaries against such Person arising from the relevant investments or acquisitions made by the Issuer or any of its Subsidiaries.]
Proceeds” has the meaning assigned to such term in § 11.6.
Put Date” has the meaning assigned to such term in § 6.4 (c).
Put Event Notice” has the meaning assigned to such term in § 6.4 (b).

Put Notice” has the meaning assigned to such term in § 6.4 ([b][c]).

Put Option” has the meaning assigned to such term in § 6.4 (a).
Put Period” has the meaning assigned to such term in § 6.4 (a).
Put Redemption Amount” has the meaning assigned to such term in § 6.4 (a).
Qualified Majority” has the meaning assigned to such term in § 13.2.
[“Redemption Milestone Event (Inventory Properties)” means (i) with respect to calendar year 2023, the date on which at least 50% of the original aggregate principal amount of the Notes (i.e., EUR 250,000,000) has been redeemed or repurchased by the Issuer or any direct or indirect Subsidiary of the Issuer and (ii) with respect to calendar year 2024 and any following calendar years, the date on which at least 60% of the original aggregate principal amount of the Notes (i.e., EUR 250,000,000) has been redeemed or repurchased by the Issuer or any direct or indirect Subsidiary of the Issuer.
“Redemption Milestone Event (Investment Properties)” means the date on which at least 80% of the original aggregate principal amount of the Notes (i.e., EUR 250,000,000) has been redeemed or repurchased by the Issuer or any direct or indirect Subsidiary of the Issuer.]

[“Redemption Calculation Date” has the meaning assigned to such term in § 6.3.

“Restricted Payment” has the meaning assigned to such term in § 11.4.]

[“Relevant Proceeds” has the meaning assigned to such term in § 6.5.
“Relevant Proceeds Threshold Date” has the meaning assigned to such term in § 6.5.
“Replacement CIO” means a replacement for the CIO appointed in accordance with § 10.1 (i)(A), provided that such person has the Required CIO Responsibilities and Competencies and substantially the same (or better) general employment terms, in particular in respect of compensation.
“Required CIO Responsibilities and Competencies” means that the CIO has, as a member of the management board (Vorstand) of the Issuer according to the internal rules of procedure (Geschäftsordnung) of the management board (Vorstand) of the Issuer, at least the following special responsibilities and competencies:
(a) no acquisitions, investments or disposals by the Issuer or any of its Subsidiaries where the higher of the relevant value or the purchase price, and irrespective of whether or not in a single transaction or by way of a series of transactions (whether related or not), is equal to or higher than EUR 5,000,000.00, shall be made without the prior consent of the CIO unless the omission of such acquisitions, investments or disposals would result in a payment event of default set out under paragraph (a) of § 10.1;
(b) no acquisitions, investments or disposals by the Issuer or any of its Subsidiaries to any Affiliate of any shareholder of the Issuer (other than the Issuer and its Subsidiaries), or any person related within the meaning of section 138 of the IO to such persons, shall be made without the prior consent of the CIO;
(c) no incurrence or repayment of any Financial Indebtedness whether or not in a single transaction or by way of a series of transactions (whether related or not) in an amount equal to or in excess of EUR 5,000,000.00, shall be made without the prior consent of the CIO unless the omission of such incurrence or repayment would result in a payment event of default set out under paragraph (a) of § 10.1;
(d) no incurrence of any Buy-Out Amounts shall be made without the prior consent of the CIO;
(e) overall liquidity management for the Issuer and its Subsidiaries, including preparation of 13-week cashflow forecasts and monitoring of overall liquidity situation; and
(f) reporting to Holders as required under these Terms and Conditions.]
SchVG” has the meaning assigned to such term in § 13.1.
[“Security Documents” means the share pledge agreements, security agreements and any other instrument and document executed and delivered pursuant to these Terms and Conditions, as the same may be amended, supplemented or otherwise modified from time to time, creating the security interests in the Collateral as contemplated under these Terms and Conditions.
“Security Trustee” has the meaning assigned to such term in § 2.2 (a).]
Share Capital” means: (a) in the case of a corporation, shares in the capital of the corporation; (b) in the case of an association or business entity that is not a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of shares; (c) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests; and (d) 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 all of the foregoing any debt securities convertible into Share Capital.

Single-Property Related Investment” means any investment in a Person that holds a single property which is to become an [inventory][Investment Property, Inventory Property or self-used] property of the Issuer [or any Subsidiary] or for which a sales service agreement will be agreed.

Specified Denomination” has the meaning assigned to such term in § 1.1.
Stated Maturity” means, with respect to any instalment of interest or principal on any Financial Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the documentation governing such Financial Indebtedness as of the issue date thereof, and does not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.
[“Subordinated Shareholder Debt” means any loans granted by any shareholder or any Affiliate of a shareholder to the Issuer; provided that (i) such shareholder or Affiliate of a shareholder has acceded to the Intercreditor Agreement and assigned its receivables under the Subordinated Shareholder Debt to the Security Agent and (ii) such Subordinated Shareholder Debt:
(a) does not (including upon the occurrence of any event) mature or require any amortization or other payment of principal prior to the first anniversary of the maturity of the Notes;
(b) does not (including upon the occurrence of any event) require the payment of cash interest or any other amounts prior to the first anniversary of the final maturity of the Notes;
(c) Does not (including upon the occurrence of any event) provide for the acceleration of its maturity nor confers any right (including upon the occurrence of any event) to declare a default or event of default or take any enforcement action, in each case, prior to the first anniversary of the final maturity of the Notes;
(d) is not secured by any security interest on any assets and is not guaranteed by any Subsidiary of the Issuer;
(e) is pursuant to its terms or the terms of the Intercreditor Agreement subordinated in right of payment to the prior payment in full in cash of the Notes, including in the event of any default, bankruptcy, reorganization, liquidation, winding up or other disposition of assets of the Issuer; and
(f) is not (including upon the occurrence of any event) mandatorily convertible or exchangeable, or convertible or exchangeable at the option of the holder, in whole or in part, prior to the date on which the Notes mature (in each case other than in shares of the Issuer).
For the avoidance of doubt, if such outstanding loans cease to qualify as a Subordinated Shareholder Debt, such loans shall constitute an incurrence of Financial Indebtedness by the Issuer prohibited by § 11.3.]
Subsidiary” means any Person that must be consolidated with the Issuer for the purposes of preparing Consolidated Financial Statements of the Issuer.
Termination Notice” has the meaning assigned to such term in § 10.2.
Testing Date” means each 30 June and 31 December of each year, commencing with 30 June 2020.
[“Transaction Documents” means these Terms and Conditions, the Guarantee, any guarantee granted under these Terms and Conditions, the Security Documents and any other instrument, document, consent, appointment or instruction executed and delivered in connection with these Terms and Conditions, as the same may be amended, supplemented or otherwise modified from time to time.]
United States” means the United States of America (including the States thereof and the District of Columbia) and its possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and Northern Mariana Islands).
[“Vacancy Period” means any period of time which meets the following requirements:
(a) the aggregate principal amount outstanding of the Notes is higher than EUR 125,000,000; and
(b) no CIO is a member of the management board (Vorstand) of the Issuer due to any resignation by the CIO, dismissal of such CIO for cause or any other reason.]
16. Governing Law, Place of Performance and Place of Jurisdiction, Enforcement
16.1 Governing Law
The Notes, as to form and content, and all rights and obligations of the Holders and the Issuer, shall be governed by German law.
16.2 Place of Performance
Place of performance is Frankfurt am Main, Federal Republic of Germany.
16.3 Place of Jurisdiction
To the extent legally permissible, the courts of Frankfurt am Main, Federal Republic of Germany, will have jurisdiction for any actions or other legal proceedings arising out of or in connection with the Notes. The local court of Berlin-Charlottenburg will have jurisdiction for all judgments in accordance with section 9 paragraph 2, section 13 paragraph 3 and section 18 paragraph 2 [of the ]SchVG in accordance with section 9 paragraph 3 [of the ]SchVG. The regional court in the district of Berlin-Charlottenburg will have exclusive jurisdiction for all judgments over contested resolutions by Holders in accordance with section 20 paragraph 3 [of the ]SchVG.
16.4 Enforcement

Any Holder of Notes may in any proceedings against the Issuer, or to which such Holder and the Issuer are parties, protect and enforce in his own name his rights arising under such Notes on the basis of (a) a statement issued by the [Custodian][custodian] with whom such Holder maintains a securities account in respect of the Notes [(the “Custodian”) ](i) stating the full name and address of the Holder, (ii) specifying the aggregate principal amount of Notes credited to such securities account on the date of such statement and (iii) confirming that the Custodian has given written notice to the Clearing System containing the information pursuant to (i) and (ii) and (b) a copy of the Global Note representing the relevant Notes certified as being a true copy of the original Global Note by a duly authorised officer of the Clearing System or a depository of the Clearing System, without the need for production in such proceedings of the actual records or the Global Note representing the Notes. For purposes of the foregoing, Custodian means any bank or other financial institution with which the Holder maintains a securities account in respect of the Notes, including the Clearing System. Each Holder may, without prejudice to the foregoing, protect and enforce his rights under these Notes also in any other way, which is admitted in the country of the proceedings.

Annex D— Summary of Private Placement Notes Terms

The following summary of the Private Placement Notes Amendment Agreement and the Private Placement Notes (in the form as amended by the Private Placement Notes Amendment Agreement) has been prepared for informational purposes only does not purport to be complete.

Private Placement Notes Amendement Agreement

Pursuant to the Private Placement Notes Amendment Agreement, the holders of the Private Placement Notes and ACCENTRO agreed to amend the terms of the Private Placement Notes to reflect in particular the terms described in more detail under “Private Placement Notes” subject only to the condition precedent that ACCENTRO has notified the holders of the Private Placement Notes that the conditions precedent to the effectiveness of the Amendments have been satisfied in accordance with the Invitation to Vote. The Private Placement Notes Amendment Agreement also provides for the appointment of Dentons GmbH Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft as holders’ representative and certain instructions.

Furthermore, the Private Placement Notes Amendment Agreement provides for undertakings of the parties to support and implement the amendments, representations, a restriction on transfers and certain waivers and releases. The Private Placement Notes Amendment Agreement may be terminated by the holders of the Private Placement Notes in case of non-compliance by ACCENTRO with its material obligations thereunder in a material respect (subject to a grace period), material misrepresentation, the occurrence of certain insolvency events, a legal impediment to the implementation of the transactions contemplated thereby arising or the occurrence of a material adverse effect after the date of the Private Placement Notes Amendment Agreement. The Private Placement Notes Amendment Agreement is governed by German law.

Private Placement Notes

On 23 March 2021, the Issuer issued the Private Placement Notes The Private Placement Notes are direct, unconditional and unsubordinated obligations of the Issuer ranking pari passu among themselves and pari passu with all other unsubordinated obligations of the Issuer, unless such obligations are accorded priority under mandatory provisions of statutory law. On and following the Amendment Effective Date, will be guaranteed on a senior basis by the Guarantors and the Private Placement Notes and the guarantees thereof will, pursuant to the terms of the New Intercreditor Agreement, be secured by security interests over the same assets that also secure the Notes on a pari passu basis.

The Private Placement Notes bear interest at a rate of 4.125% per annum and from and including the Amendment Effective Date at a rate of 6.125%. Interest on the Private Placement Notes is payable semi-annually in arrears on 23 March and 23 September of each year. Following the Amendment Effective Date, the Private Placement Notes will mature on 23 March 2029.

Redemption

Redemption at the Option of the Issuer

The Issuer may redeem the Private Placement Notes in whole or in part at any time at a redemption price equal to the principal amount of the Private Placement Notes so redeemed together with any accrued but unpaid interest by giving notice to the holders. In addition, the Issuer may redeem the Private Placement Notes in whole, but not in part, at a redemption price equal to the principal amount of the Private Placement Notes together with any accrued but unpaid interest upon the occurrence of certain tax events.

Mandatory Redemption

In the event of the sale of one or more investment properties, the Private Placement Notes will provide that Issuer shall apply the net cash proceeds from such sale (once they exceed €10,000,000) to redeem the Notes and the Private Placement Notes, respectively, on a pro rata basis at a redemption price equal to the principal amount, provided that the Issuer shall and may apply cash proceeds from a sale of investment properties for a redemption of the Private Placement Notes only if and to the extent that the aggregate principal amount of the Notes is being decreased to an amount below €100,000,000 by such pro rata redemption. Any such redemption of the Private Placement Notes shall be credited in full against the applicable minimum redemption amounts referred to in “-Minimum Redemption Amount” in the chronological order in which the minimum redemption amounts fall due, beginning with the earliest due date.

In the event that a member of the ACCENTRO Group receives net cash proceeds from certain investments or loans, the Private Placement Notes will provide that Issuer shall apply the net cash proceeds from such investments or loans (once they exceed €10,000,000) to redeem the Notes and the Private Placement Notes, respectively, on a pro rata basis at a redemption price equal to the principal amount, provided that the Issuer shall and may apply cash proceeds from such investments or loans for a redemption of the Private Placement Notes only if and to the extent that the aggregate principal amount of the Notes is being decreased to an amount below €100,000,000 by such pro rata redemption. Any such redemption of the Private Placement Notes shall be credited in full against the applicable minimum redemption amounts referred to in “-Minimum Redemption Amount” in the chronological order in which the minimum redemption amounts fall due, beginning with the earliest due date.

Minimum Mandatory Redemption

The conditions of Issue for the Private Placement Notes require the Issuer to ensure that as of 31 December 2026, 2027 and 2028, respectively, Private Placement Notes with an aggregate principal amount of at least €26,000,000, €52,000,000 and €60,000,000, respectively, will have been repurchased or redeemed.

Change of Control

If the Issuer experiences a change of control, the holders of the Private Placement Notes have the right to require the Issuer to make an offer to purchase all of the Private Placement Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest. The relevant change of control triggering events are defined in the conditions of issue for the Private Placement Notes and are substantially the same as in the Amended Conditions of Issue.

Covenants and Events of Default

The conditions of issue for the Private Placement Notes contains a number of covenants that, among other things, restrict:

the incurrence of indebtedness;

dividends, payments on shareholder loans and other distributions;

granting of guarantees for indebtedness;

acquisitions of investment and inventory properties;

asset sales; and

the volume of purchase price guarantees in the Issuer’s marketing and sales business,

in each case on substantially the same terms as the Amended Conditions of Issue.

In addition, the conditions of issue for the Private Placement Notes provide for a negative pledge undertaking in relation to indebtedness, a holding company covenant and events of default on substantially the same terms as the Amended Conditions of Issue.

Governing law and listing

The conditions of issue for the Private Placement Notes are, and the guarantees in respect thereof will, be governed by German law. The Private Placement Notes are listed on the open market (Freiverkehr) of the Frankfurt Stock Exchange.

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