Corestate Capital Group: Bekanntmachung des Beschlusses der Anleihegläubigerversammlung vom 21. Juni 2023

any person or partnership or persons (“Relevant Person(s)”) and/​or any person or persons acting on behalf of any such Relevant Person(s) acquire,

a mandatory takeover offer for Shares is required to be made pursuant to applicable law; or

a voluntary or mandatory takeover offer for Shares is published.

a disposition by a Subsidiary to the Issuer or by the Issuer or a Subsidiary to a Subsidiary;

a disposition of cash or Cash Equivalents;

transactions constituting an Acquisition of Control;

the granting of Liens permitted by § 9(c) (Limitation on Liens);

dispositions of receivables in connection with the compromise, settlement or collection thereof or surrender or waiver of contract rights or settlement, release of contract, tort or other claim, in each case, in the ordinary course of business;

sales, transfers or other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/​sell arrangements between the joint venture parties set forth in joint venture agreements and similar binding agreements; provided that any cash or Cash Equivalents received in such sale, transfer or disposition is applied in accordance with § 9(e);

taking by eminent domain, condemnation or any similar action with respect to any property or other assets; provided that any cash or Cash Equivalents received in such action is applied in accordance with § 9(e);

the lease or sublease of any real estate asset in the ordinary course of business;

issuance of equity interests in Corestate Capital France HoldCo SAS or any of its subsidiaries in connection with equity incentive programs for employees and officers and directors;

a Restricted Payment that does not violate § 9(b), a Permitted Investment or any transaction specifically excluded from the definition of Restricted Payment; and

any enforcement action taken in accordance with the Intercreditor Agreement.

securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States or a member state of the European Union on 31 December 2003 or Switzerland or any agency or instrumentality thereof (provided, however, that the full faith and credit of the United States, such member state of the European Union or Switzerland is pledged in support thereof) having maturities of not more than one year from the date of acquisition;

certificates of deposit, time deposits, Eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank or trust company, provided that such bank or trust company (x) has accepted or issued such deposits or acceptances from or to the Issuer or any of its Subsidiaries as of the Amendment Effective Date or (y) has capital, surplus and undivided profits aggregating in excess of EUR 250 million (or the foreign currency equivalent thereof as of the date of such investment) and whose long term debt is rated “Baa3” or higher by Moody’s or “BBB-” or higher by S&P or the equivalent rating category of another internationally recognized rating agency;

repurchase obligations with a term of not more than seven days for underlying securities of the types described in sub-paragraphs (a) and (b) of this definition entered into with any bank meeting the qualifications specified in sub-paragraph (b) of this definition;

commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s, or carrying an equivalent rating by an internationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

interests in any investment company or money market fund which invests 95 per cent. or more of its assets in instruments of the type specified in sub-paragraphs (a) through (d) of this definition.

to purchase any such primary obligation or any property constituting direct or indirect security therefor;

to advance or supply funds:

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 (i) the number of days in such Determination Period and (ii) the number of Determination Periods normally ending in any year; and

if the Interest Calculation Period is longer than one Determination Period, the sum of:

matures or is mandatory redeemable pursuant to a sinking fund obligation or otherwise;

is convertible or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of the Issuer or a Subsidiary); or

is redeemable at the option of the holder of the Capital Stock in whole or in part,

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect the obligee against loss in respect thereof (in whole or in part);

interest rate swap agreements (whether from fixed to floating or from floating to fixed), interest rate cap agreements and interest rate collar agreements;

other agreements or arrangements designed to manage interest rates or interest rate risk; and

other agreements or arrangements designed to protect such Person against fluctuations in currency exchange rates, or commodity prices.

means, with respect to any Person on any date of determination (without duplication):

Notwithstanding the other provisions of this definition, in no event shall the following constitute Indebtedness:

For the avoidance of doubt, obligations in respect of unpaid portions of subscribed Capital Stock in Co-Investment Entities shall not constitute “Indebtedness” to the extent there is no liability of, or recourse to, any member of the Group other than the member of the Group subscribing or holding such subscribed Capital Stock.

(i) in respect of travel, entertainment or moving related expenses Incurred in the ordinary course of business or (ii) for purposes of funding any such person’s purchase of Capital Stock or Subordinated Shareholder Debt (or similar obligations) of the Issuer or its Subsidiaries with (in the case of this sub-clause (ii)) the approval of the Board of Directors of the Issuer;

in respect of moving related expenses Incurred in connection with any closing or consolidation of any facility or office; or

not exceeding EUR 1 million in the aggregate outstanding at any time.

HFS Helvetic Financial Services AG;

CORESTATE CAPITAL AG;

Corestate Capital Group GmbH;

HL Investment Beteiligungs GmbH;

HANNOVER LEASING Belgien Beteiligungs GmbH & Co. KG;

Delta Vermietungsgesellschaft mbH;

Corestate Capital Advisors GmbH;

Tempelhof Twins HoldCo S.à r.l.;

HANNOVER LEASING Private Invest Beteiligungs GmbH;

HANNOVER LEASING Beteiligungs GmbH & Co. KG;

ORION Verwaltungsgesellschaft mbH & Co. Beteiligungs KG;

CRM Students Ltd;

Bego PropCo I S.L.;

Corestate Capital Services GmbH;

Kera Verwaltungsgesellschaft mbH;

Thorfin Invest S.L. (in future Gabriela PropCo S.L.);

Plutos HoldCo S.à r.l.;

Echo HoldCo S.à r.l.;

Corestate Capital France HoldCo SAS;

Gabriela HoldCo S.à r.l.;

Bego HoldCo S.à r.l.; and

Ginova AIF S.à r.l.

any acquisition of a Related Business, located within an EU member state, the United Kingdom and/​or Switzerland, made after any and all obligations under the Super Senior Notes have been satisfied and discharged in full, and

any acquisition of real estate or special purpose vehicles organized and existing for the sole purpose of holding real estate (and activities ancillary and related thereto), provided that such real estate is located within an EU member state, the United Kingdom and/​or Switzerland,

Liens on the Collateral to secure the Indebtedness under the Secured Notes, including any interest or other amounts paid from time to time on the Secured Notes in accordance with the Terms and Conditions, the terms and conditions of the Super Senior Notes or the terms and conditions of the Reinstated 2023 Notes, as applicable, by increasing the principal amount of the Secured Notes (and any guarantees guaranteeing such Secured Notes, including the Note Guarantees) and any Refinancing Indebtedness in respect thereof, including any interest or other amounts paid from time to time on such Refinancing Indebtedness in accordance with the terms and conditions of such Refinancing Indebtedness by increasing the principal amount of such Refinancing Indebtedness, provided that Indebtedness under the Super Senior Notes, and any Refinancing Indebtedness in respect thereof, including any interest or other amounts paid from time to time on such Refinancing Indebtedness in accordance with the terms and conditions of such Refinancing Indebtedness by increasing the principal amount of such Refinancing Indebtedness, may be granted the benefit of priority rights on the proceeds of the enforcement on the Collateral; and provided further that each of the parties to the instruments governing such Collateral and such Indebtedness under the Secured Notes, and any Refinancing Indebtedness in respect thereof, will have entered into, and/​or be bound by, the Intercreditor Agreement; and

Liens described in sub-paragraphs (b) (to the extent not incurred as a result of a default) and (f) of the definition of “Permitted Liens” and that, in each case, would not materially interfere with the ability of the Security Trustee to enforce any Lien over the Collateral.

in the Issuer or a Subsidiary;

in a Person, if as a result of such Investment, such other Person becomes a Subsidiary or is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Issuer or a Subsidiary; provided, however, that such Investment constitutes or is part of a Permitted Acquisition;

in existence on the Amendment Effective Date or made pursuant to legally binding commitments in existence on, the Amendment Effective Date, and any extension, modification or renewal of any such Investments, but only to the extent not involving additional Investments;

in the Secured Notes;

in Guarantees of Indebtedness permitted to be Incurred by § 9(a) (Limitation on Indebtedness) and (other than with respect to Indebtedness) guarantees, keepwells and similar arrangements in the ordinary course of business;

in cash and Cash Equivalents;

as a result of or retained in connection with an asset disposition permitted under, or made in compliance with, § 9(e) (Limitation on Sale of Assets) to the extent such Investments are non-cash proceeds or deemed cash proceeds under § 9(e) (Limitation on Sale of Assets);

any acquisition of assets or Capital Stock solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) of the Issuer or Subordinated Shareholder Debt;

Management Advances;

when taken together with all other Investments made pursuant to this sub-paragraph (j) and then outstanding, in an aggregate amount at the time of such Investment not to exceed EUR 10 million; provided that if an Investment is made pursuant to this sub-paragraph (j) in a Person that is not a Subsidiary and such Person subsequently becomes a Subsidiary, such Investment shall thereafter be deemed to have been made pursuant to sub-paragraph (a) or sub-paragraph (b) of the definition of “Permitted Investment” and not this sub-paragraph;

in connection with any customary cash management or cash pooling arrangements entered into in the ordinary course of business (as determined in good faith by the Board of Directors or an Officer of the Issuer);

in Co-Investment Entities not exceeding EUR 5 million in any calendar year; provided that to the extent the purchase or subscription price for the subscription of equity interests in Co-Investment Entities is deferred, the subscription of such equity interests shall not constitute an “Investment” unless, until and only to the extent that the purchase or subscription price is actually paid (as long as there is no liability of or recourse to, any member of the Group other than the member of the Group making the Investment);

in joint ventures or any other minority participations or shares in a Related Business located in an EU member state, the United Kingdom and/​or Switzerland; provided, however, that such Investment is part of a Permitted Acquisition;

in LAUREA Verwaltungsgesellschaft mbH after such entity ceases to be a Subsidiary of the Issuer;

acquired after the Amendment Effective Date as a result of the acquisition by the Issuer or any Subsidiary of another Person, including by way of a merger, amalgamation or consolidation with or into the Issuer or any of its Subsidiaries in a transaction that is not prohibited by the Terms and Conditions to the extent that such Investments were not made in contemplation of such acquisition, merger, amalgamation or consolidation and were in existence on the date of such acquisition, merger, amalgamation or consolidation;

lease, utilities and similar deposits made in the ordinary course of business; and

in receivables owing to the Issuer or any Subsidiary created in the ordinary course of business.

Liens to secure the performance of statutory obligations, trade contracts, insurance, surety or appeal bonds, workers compensation obligations, leases (including, without limitation, statutory and common law landlord’s liens), performance bonds, surety and appeal bonds or other obligations of a like nature (other than for the payment of Indebtedness) incurred in the ordinary course of business (including Liens to secure letters of credit issued to assure payment of such obligations), Liens under workmen’s compensation laws, unemployment insurance laws, under social security laws or similar legislation, or insurance-related obligations, or in connection with bids, tenders, completion guarantees, contracts (other than for the payment of Indebtedness), warranty obligations or leases to which the Issuer or a Subsidiary is a party, or to secure public or statutory obligations of the Issuer or a Subsidiary or deposits of cash or Cash Equivalents to secure surety, judgment, performance or appeal bonds (or other similar bonds, instruments or obligations), in each case, to which the Issuer or any of its Subsidiaries is a party;

Liens imposed by mandatory law;

Liens for taxes, assessments or other governmental charges not yet due or payable;

Liens (i) in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of the Issuer or a Subsidiary in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness or (ii) to secure Indebtedness permitted to be incurred under sub-clause (iv) of § 9(a)(ii)(H);

judgment Liens not giving rise to an Event of Default so long as any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

Liens arising solely by virtue of banks’ or financial institutions’ standard business terms and conditions;

Liens existing on the Amendment Effective Date (other than in respect of the Secured Notes and the Note Guarantees);

Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Subsidiary; provided further, however, that any such Lien may not extend to any other property owned by the Issuer or any Subsidiary;

Liens on property at the time the Issuer or a Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Subsidiary; provided, however, that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Issuer or any Subsidiary;

Liens arising in connection with conditional sale or retention of title arrangements (Eigentumsvorbehalt) or similar arrangements entered into in the ordinary course of business;

Liens securing Refinancing Indebtedness Incurred to refinance Indebtedness that was previously so secured, provided, however, that any such Lien is limited to all or part of the same collateral that secured the Indebtedness being refinanced and shall rank the same priority as the Indebtedness being refinanced and providedfurther that the aggregate principal amount of such Refinancing Indebtedness does not exceed the refinanced Indebtedness;

Liens in favor of the Issuer or any Guarantor or, as long as such Lien does not secure any obligation of the Issuer or a Guarantor, any Subsidiary that is not a Guarantor;

Liens created for the benefit of (or to secure) the Secured Notes (or any Note Guarantee);

Liens on Capital Stock or other securities or assets of any Subsidiary that secure Indebtedness of such Subsidiary;

Liens on assets of the Issuer and its Subsidiaries with respect to obligations not to exceed EUR 3 million at any time outstanding;

Liens granted in connection with any customary cash management or cash pooling entered or netting or setting-off arrangements into in the ordinary course of business (as determined in good faith by the Issuer’s Board of Directors);

survey exceptions, encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real property or Liens incidental to the conduct of the business of such Person or to the ownership of its properties which were not Incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(i) mortgages, liens, security interests, restrictions, encumbrances or any other matters of record that have been placed by any government, statutory or regulatory authority, developer, landlord or other third party on property over which the Issuer or any Subsidiary has easement rights or on any leased property and subordination or similar arrangements relating thereto; (ii) any condemnation or eminent domain proceedings affecting any real property; and (iii) for the avoidance of doubt, leases or subleases of any real estate asset in the ordinary course of business;

Liens on Escrowed Proceeds for the benefit of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers thereof) or on cash set aside at the time of the incurrence of any Indebtedness or government securities purchased with such cash, in either case to the extent such cash or government securities prefund the payment of interest on such Indebtedness and are held in an escrow account or similar arrangement to be applied for such purpose;

Liens on assets or property of a Subsidiary that is not a Guarantor securing Indebtedness of any Subsidiary that is not a Guarantor; and

Liens on the Gießen Property to secure Indebtedness of Ginova HoldCo S.à. r.l. and/​or Ginova PropCo S.à. r.l. Incurred pursuant to § 9(a)(ii)(L).

the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced;

the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

such Refinancing Indebtedness has an aggregate principal amount (or, if issued with original issue discount, an aggregate issue price) that is equal to or less than the aggregate principal amount (or, if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus all accrued interest and the amount of all fees and expenses, including any premiums incurred in connection with such refinancing);

if the Indebtedness being refinanced is subordinated in right of payment to the Notes or any Note Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Notes or such Note Guarantee, as the case may be, on terms at least as favorable to the Noteholders as those contained in the documentation governing the Indebtedness being refinanced; and

if the Indebtedness being refinanced is Indebtedness of the Issuer or a Guarantor, the Refinancing Indebtedness may not be Indebtedness of or Guaranteed by a Subsidiary that is not a Guarantor;

any controlling equity holder, majority (or more) owned subsidiary or partner or member of such Person;

in the case of an individual, any spouse, family member or relative of such individual, any trust or partnership for the benefit of one or more of such individual and any such spouse, family member or relative, or the estate, executor, administrator, committee or beneficiaries of any thereof;

any trust, corporation, partnership or other Person for which one or more Related Persons of any thereof constitute the beneficiaries, stockholders, partners or owners thereof, or Persons beneficially holding in the aggregate a majority (or more) controlling interest therein; or

any investment fund or vehicle managed, sponsored or advised by such Person or any successor thereto, or by any Affiliate of such Person or any such successor.

any cash proceeds received by the Issuer or any of its Subsidiaries during the Relevant Period (including any cash payments received by way of deferred payment of principal pursuant to a note or instalment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) resulting from an Asset Disposition; less

any expenses reasonably incurred in connection with such Asset Disposition; less

any taxes paid or payable (including taxes reasonably estimated to be actually payable) or accrued as liability in connection with such Asset Disposition or in connection with any upstream payments of any such proceeds from any Subsidiary to the Issuer; less

all payments required to be made to minority interest holders in subsidiaries or joint ventures as a result of such Asset Disposition; less

all payments required to be made

less

the portion of the proceeds from such Asset Disposition constituting Trapped Cash; less

in the case of the Interest Payment Dates falling on or before 31 December 2024 only, an amount equal to the amount by which the Free Liquidity of the Issuer and its Subsidiaries on the Relevant Date is less than EUR 25 million; plus

Excess Cash (but excluding any Unapplied Relevant Proceeds); plus

any Unapplied Relevant Proceeds (as defined in § 6(b) (Payments from Relevant Proceeds)).

the declaration or payment of any dividend or any distribution (whether made in cash, securities or other property) by the Issuer or any Subsidiary on or in respect of its Capital Stock (including any payment in connection with any merger or consolidation involving the Issuer or any of its Subsidiaries) other than:

the purchase, redemption or other acquisition for value of any Capital Stock (including any payment in connection with any merger or consolidation involving the Issuer or any of its Subsidiaries) of the Issuer or any direct or indirect parent of the Issuer held by Persons other than the Issuer or a Subsidiary (other than in exchange for Capital Stock of the Issuer (other than Disqualified Stock));

the purchase, repurchase, redemption, defeasance or other acquisition for value, prior to scheduled maturity or scheduled repayment of any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee (excluding any intercompany Indebtedness between or among the Issuer and its Subsidiaries), other than the purchase, repurchase, redemption, defeasance or other acquisition of any Indebtedness of the Issuer or any Guarantor that is contractually subordinated to the Notes or to any Note Guarantee purchased in anticipation of satisfying a sinking fund obligation, principal instalment or final maturity, in each case due within one year of the date of such purchase, repurchase, redemption, defeasance, other acquisition or scheduled repayment;

any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Subordinated Shareholder Debt; or

the making of any Restricted Investment in any Person.

does not (including upon the happening of any event) mature or require any amortization or other payment of principal prior to the first anniversary of the maturity of the Notes (other than through conversion or exchange of any such security or instrument for Capital Stock of the Issuer (other than Disqualified Stock) or for any other security or instrument meeting the requirements of this definition);

does not (including upon the happening of any event) require the payment of cash interest prior to the first anniversary of the final maturity of the Notes;

does not (including upon the happening of any event) provide for the acceleration of its maturity nor confers any right (including upon the happening 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;

is not secured by a Lien on any assets of the Issuer or a Subsidiary and is not Guaranteed by any Subsidiary of the Issuer;

is subordinated in right of payment to the prior payment in full in cash of the Notes in the event of any default, bankruptcy, reorganization, liquidation, winding up or other disposition of assets of the Issuer;

does not (including upon the happening of an event) constitute Voting Stock; and

is not (including upon the happening 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 other than into or for Capital Stock (other than Disqualified Stock) of the Issuer;

any corporation, association or other business entity of which more than 50 per cent. of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) to vote in the election or appointment of directors or managers of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by the Issuer or one or more of the other Subsidiaries of the Issuer (or a combination thereof); and

any partnership or limited liability company of which (i) more than 50 per cent. of the capital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by the Issuer or one or more of the other Subsidiaries of the Issuer or a combination thereof, whether in the form of membership, general, special or limited partnership interests or otherwise, and (ii) the Issuer or any Subsidiary of the Issuer is a controlling general partner or otherwise controls such entity.

judicial proceedings to be adjudicated bankrupt or insolvent, insolvency proceedings, winding up, reorganisation, assignment or arrangement includes bankruptcy (faillite), insolvency, voluntary dissolution or liquidation (dissolution ou liquidation volontaire), court ordered liquidation (liquidation judiciaire) or reorganisation, composition with creditors (concordat préventif de faillite), reprieve from payment (sursis de paiement), controlled management (gestion contrôlée), fraudulent conveyance (action pauliana), general settlement with creditors, reorganisation or similar laws affecting the rights of creditors generally;

a liquidator, receiver, an administrative receiver, administrator, compulsory manager includes a juge délégué commissaire, juge-commissaire, administrateur provisoire, liquidateur or a curateur;

a lien or security interest includes any hypothèque, nantissement, gage, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

a person being unable to pay its debts means that person being in a state of cessation of payments (cessation de paiements) and having lost its commercial creditworthiness (ébranlement de crédit);

a director, manager or officer includes a gérant and an administrateur or, in case of a partnership, the general partner (associé commandité) of such entity and any manager of such general partner.

The Notes were issued by the Issuer on the Issue Date in the original aggregate principal amount of

The Notes are represented by a global Note (the “Global Note”) without interest coupons. The Global Note will be signed manually by one or more authorised signatories of the Issuer and will be authenticated by or on behalf of the Principal Paying Agent.

Definitive Notes and interest coupons will not be issued. The Noteholders 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. Copies of the Global Note are available for each Noteholder at the Principal Paying Agent.

The Noteholders will receive proportional co-ownership interests or similar rights in the Global Note, which are transferable in accordance with applicable law and the rules and regulations of the Clearing System.

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 Clearstream Frankfurt has 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 account holders 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.

Status. The Notes constitute unsubordinated and, in accordance with § 3(b) below, secured obligations of the Issuer ranking pari passu among themselves and, in the event of the dissolution, liquidation or insolvency of the Issuer or any proceeding to avoid insolvency of the Issuer, pari passu with all other present and future unsubordinated and secured obligations of the Issuer, and save for such obligations which may be preferred by applicable law.

Collateral. On the Amendment Effective Date, the payment obligations of the Issuer under the Notes and the payment obligations of the Guarantors under the Note Guarantees will be secured by Liens over the collateral as set forth in Annex 1 hereto (the “Collateral”), in each case subject to and in accordance with the Intercreditor Agreement.

The Collateral shall be granted in favor of the Security Trustee for the benefit of the Noteholders and neither the Noteholders’ Representative nor any Noteholder may directly and independently enforce or otherwise realize (verwerten) the Collateral. The Collateral also secures the payment obligations of the Issuer under the Reinstated 2023 Notes, the Super Senior Notes and the payment obligations of the Guarantors under the Note Guarantees as set out in the Intercreditor Agreement. The rights and duties of the Security Trustee and the relationship of the holders of the Secured Notes, in each case represented by their respective noteholders’ representative, with regards to the Collateral are governed by the Intercreditor Agreement to which the Noteholders’ Representative is a party.

Any rights of the Noteholders under the Intercreditor Agreement are exercised by the Noteholders’ Representative with effect for and against all Noteholders.

The Collateral will be held, administered and enforced by the Security Trustee in accordance with the Intercreditor Agreement for the benefit of, inter alios, the holders of the Super Senior Notes, the holders of the Reinstated 2023 Notes and the Noteholders. Upon an enforcement of the Collateral in whole or in part, all net proceeds from such enforcement shall be applied in accordance with relevant provisions of the Intercreditor Agreement, which provides for a priority of the claims of the holders of the Super Senior Notes over the claims of the Noteholders and the holders of the Reinstated 2023 Notes with respect to such proceeds.

Release of Collateral. Pursuant to the Terms and Conditions and in accordance with the terms of the Intercreditor Agreement, the Security Trustee shall be irrevocably authorized to release any Collateral (at the cost of the Issuer and without any consent, sanction, authority or further confirmation from any Noteholder) (i) in connection with any sale, assignment, transfer, conveyance or other disposition of such Collateral to a Person that is not (either before or after giving effect to such transaction) the Issuer or any of the Subsidiaries, if the sale, assignment, transfer, conveyance or other disposition does not violate § 9(e) (Limitation on Sales of Assets), (ii) in connection with a Permitted Reorganization, (iii) if the obligations under the Secured Notes have been satisfied in full (including upon redemption in full) or (iv) in accordance with an enforcement action in accordance with the Intercreditor Agreement.

Note Guarantees. With effect of and following the Amendment Effective Date, the Original Guarantors, jointly and severally, guarantee by way of an independent payment obligation (selbständiges Zahlungsversprechen) unconditionally and irrevocably, the full and punctual payment of all amounts payable under the Notes when due. The Issuer may from time to time be required to procure from certain of its Subsidiaries (each an “Additional Guarantor”) the issuance of additional guarantees pursuant to § 9(i) (Future Guarantors).

The relevant guarantees securing the Secured Notes (the “Note Guarantees”) constitute (or will constitute) 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. The obligations under the Note Guarantees may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to general statutory limitations, capital maintenance, corporate benefit, fraudulent preference, financial assistance or thin-capitalization rules or other similar laws or regulations (or analogous restrictions) of any applicable jurisdiction).

The Note Guarantees shall be granted solely to the Security Trustee pursuant to the Intercreditor Agreement and shall not create any direct claims of the Noteholders but shall be held, administered and enforced by the Security Trustee in accordance with the Intercreditor Agreement for the benefit of, inter alios, the holders of the Super Senior Notes, the holders of the Reinstated 2023 Notes and the Noteholders. The holders of the Super Senior Notes, the holders of the Reinstated 2023 Notes and the Noteholders will not be entitled pursuant to a contract for the benefit of third parties under Section 328 of the German Civil Code (Bürgerliches Gesetzbuch) in respect of any guarantees guaranteeing the Secured Notes. Upon enforcement of any of the Note Guarantees, all net proceeds from such enforcement shall be applied in accordance with the Intercreditor Agreement, which provides for a priority of the claims of the holders of the Super Senior Notes over the claims of the Noteholders and the holders of the Reinstated 2023 Notes with respect to such proceeds.

Release of Note Guarantees. Pursuant to the Terms and Conditions and in accordance with the terms of the Intercreditor Agreement, the Security Trustee shall be irrevocably authorized to release any of the Note Guarantees (at the cost of the Issuer and without any consent, sanction, authority or further confirmation from any Noteholder) (i) in connection with any sale, assignment, transfer, conveyance or other disposition (including by way of merger or consolidation) of the Capital Stock of the relevant Guarantor (whether by direct sale or sale of a holding company) to a Person that is not the Issuer or any of the Subsidiaries that results in such Guarantor ceasing to be a Subsidiary of the Issuer, if the sale, assignment, transfer, conveyance or other disposition does not violate § 9(e) (Limitation on Sales of Assets), (ii) in connection with a Permitted Reorganization, (iii) if the obligations under the Secured Notes have been satisfied in full or (iv) in accordance with an enforcement action pursuant to the Intercreditor Agreement.

From and including 31 July 2023, the Notes will bear interest on their principal amount (as such may be increased from time to time in accordance with sub-paragraph (b) below) at a rate of 8.00 per cent. per annum. Interest is payable semi-annually in arrears on each Interest Payment Date, commencing on 31 December 2023.

Payment of Interest /​ PIK Toggle

If a Note is redeemed, such Note will cease to bear interest from the end of the day immediately preceding the due date for redemption.

Any due and unpaid amount of principal shall, irrespective of any notice and for so long as any principal amounts payable under the Notes are not paid when due, bear additional default interest at a rate equal to 1.00 per cent. per annum from and including the relevant due date to but excluding the date of payment.

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.

Redemption at Maturity

To the extent that the Notes have not previously been redeemed in whole or in part, or repurchased and cancelled they will be redeemed at their outstanding principal amount plus accrued interest on the Maturity Date.

Early Redemption at the Option of the Issuer

The Issuer may, at any time after the Super Senior Notes have been redeemed and/​or cancelled in full, on giving not less than 10 nor more than 60 days’ prior notice to the Noteholders in accordance with § 12 (Notices), redeem the Notes in whole or in part on a pro rata basis at a redemption price equal to 100 per cent. of the principal amount, together with interest accrued to (but excluding) the Call Redemption Date, with effect from the Call Redemption Date. Any such notice of early redemption shall be irrevocable and must specify the Call Redemption Date.

Mandatory Redemption in case of an Early Redemption, Mandatory Redemption or Repurchase of the Reinstated 2023 Notes

If any principal amount of the Reinstated 2023 Notes is redeemed or repurchased by the Issuer, the Issuer shall redeem the principal amount of the Notes pro rata and on a pari passu basis, at a redemption price equal to 100 per cent. of the principal amount, together with interest accrued to (but excluding) the date of actual redemption, no later than the date when the Reinstated 2023 Notes are so redeemed or repurchased, provided that no such mandatory redemption shall be made before the Super Senior Notes have been redeemed and/​or cancelled in full.

Mandatory Redemption in Case of an Acquisition of Control

Upon occurrence of an Acquisition of Control, the Notes shall be redeemed in whole but not in part at a redemption price equal to 100 per cent. of the principal amount, together with interest accrued to (but excluding) the actual date of redemption, provided that no such mandatory redemption shall be made before the Super Senior Notes have been redeemed and/​or cancelled in full.

If an Acquisition of Control occurs, the Issuer will, without undue delay after becoming aware thereof, give notice in accordance with § 12 (Notices) of the occurrence of the Acquisition of Control.

Minimum Mandatory Redemption

On any Minimum Redemption Date falling on a date after the Super Senior Notes have been redeemed and/​or cancelled in full, the Issuer shall apply any Minimum Redemption Amount to redeem the Notes, in whole or in part on a pro rata and pari passu basis, at a redemption price equal to 100 per cent. of the principal amount, together with interest accrued to (but excluding) the relevant Minimum Redemption Date.

Mandatory Redemption pursuant to the Relevant Proceeds Waterfall

On any Interest Payment Date, the Issuer shall apply the Relevant Proceeds determined on the Relevant Date immediately preceding such Interest Payment Date to redeem the principal amounts outstanding under the Secured Notes subject to § 6(b) and in the order and priority set out in § 6 (Payments from Relevant Proceeds).

Partial Redemptions

In the case of a partial redemption of the Notes, such partial redemption shall be reflected 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 or a reduction in aggregate principal amount.

The Issuer and any of its Subsidiaries may, at any time after the Super Senior Notes have been redeemed and/​or cancelled in full, purchase Notes, in the open market or otherwise, as long as such purchase does not otherwise violate the terms and conditions of any Secured Notes.

Any Notes purchased by the Issuer or any of its Subsidiaries may be cancelled or held and resold.

Relevant Proceeds Waterfall

Subject to § 6(b) below, on any Interest Payment Date, the Issuer shall apply the Relevant Proceeds determined on the Relevant Date immediately preceding such Interest Payment Date in the following order and priority (the “Relevant Proceeds Waterfall”):

The Issuer shall not be required to make mandatory redemptions of principal amounts outstanding under any Reinstated Senior Notes from Relevant Proceeds in accordance with the Relevant Proceeds Waterfall on an Interest Payment Date unless the Relevant Proceeds on such Relevant Date available for redemptions of principal amounts outstanding under the Reinstated Senior Notes equal or exceed EUR 5,274,999.92.

If the Relevant Proceeds available for redemptions of principal amounts outstanding under the Reinstated Senior Notes on any Relevant Date equal or exceed the applicable threshold amounts set out above, such Relevant Proceeds shall be applied in their entirety in redemptions of principal amounts under the Reinstated Senior Notes pursuant to the Relevant Proceeds Waterfall on the immediately following Interest Payment Date. Any Relevant Proceeds that would have been required to be applied towards a redemption of Notes pursuant to the Relevant Proceeds Waterfall on an Interest Payment Date but are not so applied in reliance on this sub-paragraph (b) shall, until application pursuant to the Relevant Proceeds Waterfall, constitute “Unapplied Relevant Proceeds”.

Any Unapplied Relevant Proceeds shall be deposited in a separate account of the Issuer pledged for the benefit of the Security Trustee until application pursuant to the Relevant Proceeds Waterfall.

Within ten (10) Business Days after any Relevant Date, the Issuer shall give notice to the Noteholders in accordance with § 12 (Notices) specifying (i) the Relevant Proceeds, (ii) the application of the Relevant Proceeds in accordance with the Relevant Proceeds Waterfall or § 6(b) (as applicable), and (iii) in case of a Relevant Date with respect to an Interest Payment Date falling on a Minimum Redemption Date, the Minimum Redemption Amount (if any) to be applied towards the mandatory redemption of any Secured Notes.

All payments on the Notes will be made in Euro to the Principal Paying Agent for transfer to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System outside the United States. Payments on the Notes made to the Clearing System or to its order will discharge the liability of the Issuer under the Notes to the extent of the sums so paid.

If the due date for payment of any amount in respect of the Notes is not a Business Day, then the Noteholder will not be entitled to payment until the next day which is a Business Day. In such case, the Noteholders will not be entitled to further interest or to any other compensation on account of such delay.

All payments of principal and interest by the Issuer in respect of the Notes or by any of the Guarantors in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatever nature (“Taxes”) imposed, levied, collected, withheld or assessed by the Issuer’s or any of the Guarantors’ country of domicile for tax purposes or any political subdivision or any authority or any agency of or in the Issuer’s or any of the Guarantors’ country of domicile for tax purposes that has power to tax, unless the Issuer is compelled by law to make such withholding or deduction. If the Issuer or any of the Guarantors is required to make such withholding or deduction, the Issuer or the relevant Guarantor(s) will pay such additional amounts (the “Additional Amounts”) to the Noteholders as the Noteholders would have received if no such withholding or deduction had been required, except that no such Additional Amounts will be payable for any such Taxes in respect of any Note or the Note Guarantees:

In any event, the Issuer and the Guarantors are authorised to withhold or deduct from payments on the Notes or the Note Guarantees any withholding or deduction of any amounts required by the rules of U.S. Internal Revenue Code of 1986 Sections 1471 through 1474 (or any amended or successor provisions or any associated regulations or other official guidance), pursuant to any inter-governmental agreement or implementing legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any agreement with the U.S. Internal Revenue Service (“FATCA Withholding”), and will have no obligation to indemnify any investor or pay additional amounts in relation to any FATCA Withholding deducted or withheld by the Issuer, any of the Guarantors, the relevant Paying Agent or any other party.

The Issuer shall ensure that at any time until the Maturity Date no proceeds from the Notes financing will be on-lent or made otherwise available, directly or indirectly, to any member of the Group incorporated in Switzerland and/​or having its registered office in Switzerland and/​or qualifying as a Swiss resident pursuant to article 9 of the Swiss Withholding Tax Act; or otherwise be used or made available, directly or indirectly, in each case, in a manner which would constitute a „harmful use of proceeds in Switzerland“ (schädliche Mittelverwendung in der Schweiz) as interpreted by the Swiss Federal Tax Administration for purposes of Swiss Withholding Tax, unless and until a written confirmation or countersigned tax ruling application from the Swiss Federal Tax Administration has been obtained (in form and substance satisfactory to the Noteholders’ Representative) confirming that such use of proceeds is permitted without interest and fees arising in connection with the Notes becoming subject to Swiss Withholding Tax.

Limitation on Indebtedness.

Limitation on Restricted Payments.

Limitation on Liens.

The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, create, assume or permit to subsist any Lien upon any of its or any of its Subsidiaries’ present or future property or assets, or assign or otherwise convey any right to receive income or profits therefrom, to secure any Indebtedness (including, in each case, any guarantees or indemnities in respect thereof) (such Lien, the “Initial Lien”) except (a) in the case of any property or asset that does not constitute Collateral, (i) Permitted Liens and (ii) Liens that are not Permitted Liens if, contemporaneously with the Incurrence of such Initial Lien, the Notes and the obligations under the Terms and Conditions (or a Note Guarantee in the case of Liens of a Guarantor) are directly secured equally and ratably with, or in the case of Liens with respect to Subordinated Indebtedness, with priority to, the Indebtedness secured by such Initial Lien for so long as such Indebtedness is so secured and (b) in the case of any property or asset constituting Collateral, Permitted Collateral Liens.

Limitation on Restrictions on Distributions from Subsidiaries.

Limitation on Sales of Assets.

Limitation on Affiliate Transactions.

Reports. For so long as any Notes are outstanding,

For so long as any Notes are outstanding, the Issuer shall post on its website:

Merger and Consolidation.

Future Guarantors.

Limitation on Lines of Business. The Issuer shall not, and shall not permit any Subsidiary to, engage in any business other than a Related Business, except as would not be material to the Issuer and its Subsidiaries taken as a whole.

No Layering of Debt. Neither the Issuer nor any Guarantor will incur any Indebtedness (including Permitted Debt) that is contractually subordinated in right of payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also contractually subordinated in right of payment to the Notes and the applicable Guarantee on substantially identical terms; provided, however, that no Indebtedness will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer or any Guarantor solely by virtue of being unsecured or by virtue of being secured with different collateral or by virtue of being secured on a junior priority basis or by virtue of the application of waterfall or other payment ordering provisions affecting different tranches of Indebtedness.

Maintenance of Admission to Trading. The Issuer will use its commercially reasonable efforts to obtain and/​or maintain the admission to trading of the Notes in the unregulated market (Freiverkehr) of the Frankfurt Stock Exchange or, at the Issuer’s election, the regulated market of the Luxembourg Stock Exchange for so long as any Notes are outstanding; provided that if the Issuer is unable to obtain such admission to trading or if at any time the Issuer determines that it will not maintain such admission to trading or listing, it will use its commercially reasonable efforts to obtain and maintain an admission to trading or listing of the Notes on another recognized stock exchange (which may be another stock exchange that is not regulated by the European Union).

Impairment of Security Interests.

Security. The Issuer shall, and shall procure that each Guarantor shall, at its own expense, execute and do all such acts and things and provide such assurances as the Security Trustee may reasonably require

Cash-Pooling. The Issuer shall use best efforts to establish a cash pool for the Issuer and its Subsidiaries (other than any Subsidiaries which are, in the good faith determination of the Issuer, not able or permitted to participate in such cash pool as a result of restrictions under applicable law or regulatory requirements or if their inclusion in the cash pool would significantly impede or delay the establishment of a cash pool); provided that the Issuer shall in no event be required to establish such cash pool prior to the date that falls six months after the later of (i) the Amendment Effective Date, and (ii) the date of the audit of the Issuer’s annual consolidated financial statements for the year ended 31 December 2022.

Trapped Cash. If the aggregate amount of Trapped Cash (i) on any Relevant Date for purposes of determining any Relevant Proceeds or (ii) as included in any Cashflow Forecast, equals or exceeds an amount of EUR 20 million, such amount shall as soon as reasonably practicable be validated and confirmed (“Trapped Cash Validation”) by FTI-Andersch AG or any successor restructuring advisor of recognized standing, which confirmation shall be delivered to the Noteholders’ Representative; provided that no Trapped Cash Validation shall be required pursuant to sub-paragraph (ii) above if a Cashflow Forecast relates to the end of a fiscal quarter that is an Interest Payment Date and the Issuer is required to deliver a Trapped Cash Validation with respect to the Relevant Date for such Interest Payment Date.

Amendments to Intercreditor Agreement. At the direction of the Issuer and without the consent of Noteholders, the Noteholders’ Representative and the Security Trustee shall from time to time enter into one or more amendments to the Intercreditor Agreement to: (i) add Subsidiaries to the Intercreditor Agreement, (ii) further secure the Notes, (iii) implement any Permitted Collateral Liens, or (iv) amend the Intercreditor Agreement in accordance with the terms thereof.

The Issuer may agree with the Noteholders on amendments to the Terms and Conditions or the Intercreditor Agreement, the Note Guarantees and the Security Documents which require such consent by the Noteholders or on other matters by virtue of a majority resolution of the Noteholders pursuant to Section 5 et seqq. of the German Act on Issues of Debt Securities (Gesetz über Schuldverschreibungen aus Gesamtemissionen – “SchVG”), as amended from time to time. In particular, the Noteholders may consent to amendments which materially change the substance of the Terms and Conditions, including such measures as provided for under Section 5(3) SchVG by resolutions passed by such majority of the votes of the Noteholders as stated under § 15(b). A duly passed majority resolution shall be binding equally upon all Noteholders.

Except as provided by the following sentence, and provided that the quorum requirements are being met, the Noteholders 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, in particular in the cases of Section 5(3) numbers 1 through 9 SchVG, or relating to material other matters, may only be passed by a majority of at least 75 per cent. of the voting rights participating in the vote (a “Qualified Majority”).

The Noteholders can pass resolutions (i) in a meeting (Gläubigerversammlung) in accordance with Section 9 and Sections 5 et seqq. SchVG, or (ii) by means of a vote without a meeting (Abstimmung ohne Versammlung) in accordance with Section 18 and Sections 5 et seqq. SchVG.

If it is ascertained that no quorum exists for the meeting pursuant to § 15(c)(i) or the vote without a meeting pursuant to § 15(c)(ii), in the case of a meeting, the chairperson (Vorsitzender) may convene a second meeting in accordance with Section 15(3) sentence 2 SchVG, or, in the case of a vote without a meeting, the scrutineer (Abstimmungsleiter) may convene a second meeting within the meaning of Section 15(3) sentence 3 SchVG. Attendance at the second meeting and exercise of voting rights are subject to the Noteholders’ registration. The provisions set out in § 15(c)(i) shall apply mutatis mutandis to Noteholders’ registration for a second meeting.

Noteholders Representative

Any notices concerning this § 15 (unless expressly stated otherwise) shall be made exclusively pursuant to the provisions of the SchVG.

The form and content of the Notes and the rights of the Noteholders and the obligations of the Issuer will in all respects be governed by the laws of the Federal Republic of Germany. Articles 470-3 to 470-19 of the Luxembourg law of 10 August 1915 on commercial companies, as amended, regarding the representation of Noteholders and meetings of Noteholders, do not apply to the Notes. To the fullest extent permitted by applicable law, no Noteholder may initiate any proceedings under Article 470-21 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended.

The place of performance is Frankfurt am Main, Federal Republic of Germany.

To the extent legally permitted, the courts of Frankfurt am Main, Federal Republic of Germany will have jurisdiction for any action or other legal proceedings arising out of or in connection with the Notes. This is subject to any exclusive court of venue for specific legal proceedings in connection with the SchVG.

Any Noteholder may, in any proceedings against the Issuer or to which the Noteholder and the Issuer are parties, protect and enforce, in its own name, its rights arising under its Notes on the basis of:

First ranking share pledge over 100 per cent. of the present and future shares in Corestate Capital Group GmbH;

first ranking share pledge over 100 per cent. of the present and future shares in Corestate Bank GmbH;

first ranking share pledge over 100 per cent. of the present and future shares in Corestate Capital Advisors GmbH;

first ranking interest pledge over 94.9 per cent. of the limited partners‘ interests in Hannover Leasing GmbH & Co. KG;

first ranking share pledge over 100 per cent. of the present and future shares in Hannover Leasing Verwaltungsgesellschaft mbH;

first ranking share pledge over 100 per cent. of the present and future shares in Corestate Capital AG;

first ranking share pledge over 100 per cent. of the present and future shares in HFS Helvetic Financial Services AG;

first ranking share pledge over 100 per cent. of the present and future shares in Corestate Capital Services GmbH;

first ranking share charge over 100 per cent. of the present and future shares in CRM Students Ltd.;

first ranking financial securities account pledge over 100 per cent. of the financial securities account (compte titres) on which the shares of Corestate Capital France HoldCo SAS have been deposited;

first ranking share pledge over 100 per cent. of the present and future shares in Gabriela HoldCo S.à r.l.;

first ranking share pledge over 100 per cent. of the present and future shares in Bego HoldCo S.à r.l.;

first ranking share pledge over 100 per cent. of the present and future shares in Ginova HoldCo S.à r.l. (formerly Ginova AIF S.à r.l.);

first ranking bank account pledge over all present and future bank accounts of the Issuer;

first ranking bank account pledge over all present and future bank accounts of Corestate Capital Group GmbH;

first ranking bank account pledge over all present and future bank accounts of Corestate Capital AG;

first ranking bank account pledge over all present and future bank accounts of HFS Helvetic Financial Services AG;

first ranking bank account pledge over all present and future bank accounts of CRM Students Ltd. (other than any accounts held for and on behalf of clients);

first ranking bank account pledge over all present and future bank accounts of STAM Europe SAS;

first ranking bank account pledge over all of Corestate Capital Advisors GmbH’s present and future bank accounts (except for Spanish law governed bank accounts of Corestate Capital Advisors GmbH’s Spanish branch with Banco de Sabadell, S.A. and Commerzbank AG);

first ranking bank account pledge over all of Corestate Capital Services GmbH’s present and future bank accounts;

first ranking bank account pledge over all of Gabriela HoldCo S.à r.l.’s present and future bank accounts;

first ranking bank account pledge over all of Bego HoldCo S.à r.l.’s present and future bank accounts;

first ranking bank account pledge over all of Ginova HoldCo S.à r.l.’s (formerly Ginova AIF S.à r.l.) present and future bank accounts;

first ranking pledge over certain senior notes in a nominal amount of EUR 35,500,000 issued by RAW-Ost HC S.à r.l. (ISIN: DE000A3K0AQ5) which are held in custody in a depositary account;

first ranking receivables pledge over all of the Issuer’s present and future intra-group claims against Gabriela HoldCo S.à r.l., Bego HoldCo S.à r.l. and Ginova HoldCo S.à r.l. (formerly Ginova AIF S.à r.l.);

security assignment of all of the Issuer’s, Corestate Capital Group GmbH’s and HFS Helvetic Financial Services AG’s present and future intra-group claims against any member of the Group (other than Gabriela HoldCo S.à r.l., Bego HoldCo S.à r.l. and Ginova HoldCo S.à r.l. (formerly Ginova AIF S.à r.l.));

security assignment of Corestate Capital Services GmbH’s bridge loan receivables against Aggregate HH GmbH, AEIOU 102. GmbH, Real Estate Portfolio Consulting AG, Echo HoldCo S.à r.l., Echo HoldCo 2 AIF S.à r.l., North Gate Besitz GmbH, King AIF 2 S.à r.l., CC Gruppe AG, Gröner Group GmbH, Aggregate Deutschland S.A., IOI Beteiligungs GmbH and FOKUS 6. Vermögensverwaltungs GmbH;

first ranking pledge over shares held by HFS Helvetic Financial Services AG in the special investment funds (Spezial-Sondervermögen) STRATOS Immobilienanleihenfonds II, STRATOS Immobilienanleihenfonds IV and STRATOS Immobilienanleihenfonds V; and

security assignment of HFS Helvetic Financial Services AG’s claims relating to success/​performance fees owing to HFS Helvetic Financial Services AG in connection with advisory/​consulting services on behalf of and/​or for the benefit of HANSAINVEST Hanseatische Investment-Gesellschaft mbH with respect to the special investment funds (Spezial-Sondervermögen) STRATOS Immobilienanleihenfonds II and STRATOS Immobilienanleihenfonds IV.

ZUSTIMMUNG DER EMITTENTIN

Die Emittentin hat dem vorstehend dargestelltem Beschluss der Anleihegläubiger bedingungslos zugestimmt.