Vita Scientia 2022-1 DAC: 03 May 2022

The principal source of payment of interest on the Notes, and of repayment of principal on the Notes, will be a 95% share of all amounts received by the Issuer in respect of the Senior Loan including interest, principal and prepayment fee amounts received by the Issuer under a senior loan with an outstanding principal balance of €188,775,000, as at the date of the Offering Circular, advanced under a senior facilities agreement entered into by, among others, Goldman Sachs Bank Europe SE (the Loan Seller) and the Senior Borrowers on 11 February 2022. On the Closing Date, the Issuer will purchase a 100% interest in the Senior Loan pursuant to the Loan Sale Agreement using part of the proceeds of the issuance of the Notes and the Issuer Loan.

The Senior Loan will be secured by, among other things, first fixed security over six laboratory and office assets located in Leiden, the Netherlands, and two laboratory and office assets in Munich, Germany, held by certain of the Senior Obligors by way of freehold interest (other than in respect of the Octoplus Property which is held by both freehold and leasehold interests, and the Archimedes Property and the Nucleus Property which are both held by leasehold interests).

As of the Cut-Off Date, the Properties total 82,711 square metres of lettable area and 1,460 parking spaces, with 25 unique tenants and a physical occupancy rate of 96.2%. As at the Cut-Off Date, the Properties have €17,360,798 of contracted rent with a weighted average unexpired lease term of 10.3 years. The majority of the tenants are in the life science and research sectors.

EU & UK Risk Retention: Goldman Sachs Bank USA, as originator, will retain a material net economic interest of not less than 5% in the securitisation in accordance with the text of (i) Article 6 of Regulation (EU) 2017/2402 of the European Parliament and (ii) Article 6 of the EU Securitisation Regulation as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the UK Securitisation Regulation). As at the Closing Date, such retained material net economic interest will comprise not less than 5% of the nominal value of each of the tranches sold or transferred to investors.

US Risk Retention: Goldman Sachs Bank USA intends to retain the EVI and comply with the restrictions on sale, transfer, hedging and pledging of the EVI in accordance with, and for the period required under, the US Risk Retention Rules.

Compare/contrast: Berg Finance 2021 DAC, Frost CMBS 2021-1 DAC