THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF INTEREST TO THE REGISTERED AND BENEFICIAL OWNERS OF THE SUBJECT SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE THE RE-TRANSMITTAL TO BENEFICIAL OWNERS OF THE SECURITIES IN A TIMELY MANNER.  IF NOTEHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, IF ANY, THEY SHOULD IMMEDIATELY CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 (IF THEY ARE IN THE UNITED KINGDOM) OR ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER AND TAKE SUCH OTHER ADVICE FROM THEIR OWN PROFESSIONAL, TAX AND LEGAL ADVISERS AS THEY DEEM NECESSARY.

NOTICE TO NOTEHOLDERS

DCM US MULTI-FAMILY HOMES PLC
(Incorporated in England and Wales with registered number 12575053)
(the "Issuer")

To the holders of those of the Series 2022-DCM3 notes issued by the Issuer on 6 May 2022 with ISIN: GB00BPBPX655 (the "Notes" and the "Noteholders").

Unless otherwise defined in this Notice, capitalised terms used in this Notice shall have the meanings ascribed to them in the Trust Deed dated 1 July 2020 (as supplemented, restated or amended from time to time) between the Issuer and Trident Trust Company (Guernsey) Limited (the "Note Trustee" and the "Trust Deed").

Failure to pay interest under the Loan Agreement

The Issuer hereby notifies the Noteholders that DCM Real Estate 3 Inc. (the "Borrower") has to date failed to pay to the Issuer interest in the amount of US$112,175 in respect of the Loan Agreement relating to Series 2022-DCM3 which was due on 23 April 2024 (the "Interest Payment") and that the non-payment of the Interest Payment constitutes an Event of Default pursuant to Clause 11.1 (Events of Default) of the Loan Agreement (the "Loan EoD").  Pursuant to Clause 2(b) (Covenant to repay principal and to pay interest) of the Trust Deed, the Issuer was required to make an interest payment of US$112,175 to Noteholders on 6 May 2024 (the "Relevant Coupon") and that without payment by the Borrower of the Interest Payment, the Issuer has no means of paying the Relevant Coupon.

Event of Default under the Notes

The Issuer hereby notifies the Noteholders that the Loan EoD constitutes an Event of Default under Condition 14(h) (Events of Default) of the Notes.

Notice of Potential Event of Default under the Notes 

The Issuer further notifies the Noteholders that non-payment by the Issuer of the Relevant Coupon on 6 May 2024 constitutes a Potential Event of Default under the Notes and that should the Issuer remain unable to pay the Relevant Coupon for a period of 14 days from 6 May 2024, a further Event of Default will occur under Condition 14(a) (Events of Default) of the Notes on 20 May 2024.

Right to direct the Note Trustee

Pursuant to Condition 14 (Events of Default), if an Event of Default has occurred and is continuing, the Note Trustee at its discretion may, and if so requested in writing by the holders of at least one-quarter of the aggregate principal amount of the Notes then outstanding or if so directed by an Extraordinary Resolution of the Noteholders shall (subject to the Note Trustee having been indemnified and/or secured and/or prefunded to its satisfaction), give written notice to the Issuer (an "Acceleration Notice") that the Notes are, and they shall accordingly forthwith become, immediately due and repayable at their Early Redemption Amount, together with accrued interest.

The Security shall become enforceable upon the service of an Acceleration Notice by the Note Trustee on the Issuer.

Pursuant to Condition 19 (Enforcement), the Note Trustee may at any time at its discretion and without notice, take such action under or in connection with any of the Transaction Documents or the Notes or the Coupons as it may think fit (including, without limitation, directing the Security Trustee to take any action under or in connection with any of the Transaction Documents or, at any time after the security has become enforceable, to take steps to enforce the Security). The Note Trustee shall not be bound to take any such action unless (i) it shall have been directed by an Extraordinary Resolution of Noteholders or so requested in writing by the holders of at least one-quarter in principal amount of the Notes then outstanding and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

No Further Action by  Note Trustee

For the avoidance of doubt (but without prejudice to the exercise of any discretion, power or authority which the Note Trustee is required, expressly or impliedly, to exercise in or by reference to the interests of the Noteholders under the Trust Deed), the Note Trustee will not take any further action without the request or direction (including indemnification) of the holders as described above. The Security Trustee shall not, and shall not be bound to, take any such action unless (i) instructed by the Note Trustee and (ii) it shall have been indemnified and/or secured and/or prefunded to its satisfaction.

Noteholder Contact

Whether or not Noteholders wish to direct the Note Trustee, they are requested urgently (and must, if they wish to direct the Note Trustee to accelerate or take any other action to enforce the Notes)  to provide confirmation as to their holdings to and evidence of identity to the Note Trustee by e-mail at: MSarl@tridenttrust.com.

Contacts

Holders who have any queries regarding this notice may contact the Issuer at:

Virtus Administration Limited
85 Great Portland Street
London
England
W1W 7LT

Reference: 2022-DCM3

E-mail: kh@virtusadministration.co.uk

The information above is provided for the information of Noteholders, but the Note Trustee makes no representation as to the accuracy or completeness thereof and cannot accept any liability for any loss caused by any inaccuracy therein. The Note Trustee makes no recommendations and gives no legal or investment advice herein or as to the Notes generally. Noteholders should take and rely on their own independent legal and financial advice, and may not rely on advice or information provided to the Note Trustee, statements as to the legal position included in notices issued by the Note Trustee relating to the Note s or otherwise or the views of the Note Trustee expressed herein or otherwise.

The Note Trustee reserves all rights to take whatever remedial actions it deems necessary at any time during an Event of Default or Potential Event of Default or any other breach, and (i) any failure to take immediate action and (ii) nothing done by it shall be construed as a waiver of, or a consent by it to, any breach or potential breach (present or future) of the Trust Deed, the Conditions, or any other documents relating to the Notes or at law.

The ISIN numbers appearing herein has been included solely for the convenience of the Noteholders.  The Note Trustee assumes no responsibility for the selection or use of such ISIN numbers and makes no representation as to the correctness of any ISIN number listed above or printed on the Notes.

This notice is given by the Issuer

DCM US MULTI-FAMILY HOMES PLC

Dated: 6 May 2024