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Disclaimer

                                                  IMPORTANT NOTICE

 

                   You must read the following disclaimer before continuing:

The following disclaimer applies to the attached memorandum (the "Consent Solicitation Memorandum"), whether received by e-mail or otherwise as a result of electronic communication and you are therefore advised to read this disclaimer page carefully before reading, accessing or making any other use of the attached document. In accessing the Consent Solicitation Memorandum, you agree to be bound by the terms and conditions below, including any modifications to them from time to time, each time you receive any information whether from the Issuer Lender, the Servicer, the Special Servicer, the Issuer Cash Manager, the Issuer Account Bank, the Agent Bank, the Principal Paying Agent, any Paying Agent, the Registrar, the Hedge Counterparty, the Note Trustee and any Appointee thereof, the Issuer Security Trustee and any Appointee thereof (including any receiver appointed pursuant to the terms of the Issuer Deed of Charge), the Corporate Services Provider, the Sponsor and D.F King Ltd. (the "Information and Tabulation Agent") (together, the "Issuer Related Parties") or and/or the Issuer.

THIS CONSENT SOLICITATION MEMORANDUM CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF ASSIMILATED LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR")

Confirmation of your representation:

By receiving the Consent Solicitation Memorandum, you confirm to the Issuer Related Parties and the Issuer that:

(a)                 you are a holder or a custodian or intermediary acting on behalf of a holder or a beneficial owner of the €71,700,000 Class A Commercial Mortgage Backed Notes due 2031 (ISIN: XS2306986279 (the "Class A Notes"), €9,400,000 Class B Commercial Mortgage Backed Notes due 2031 (ISIN: XS2306987590) (the "Class B Notes"), €8,000,000 Class C Commercial Mortgage Backed Notes due 2031 (ISIN: XS2306987756) (the "Class C Notes"), €20,500,000 Class D Commercial Mortgage Backed Notes due 2031 (ISIN XS2306987830) (the "Class D Notes"), €23,292,000 Class E Commercial Mortgage Backed Notes due 2031 (ISIN: XS2306987913) (the "Class E Notes"), and/or €100,000 Class X Commercial Mortgage Backed Notes due 2031 (ISIN: XS2306988994) (the "Class X Notes") (together, the "Notes");

(b)                you are a person to whom it is lawful to send the Consent Solicitation Memorandum under all applicable laws;

(c)                 you consent to delivery by electronic transmission;

(d)                you have understood and agree to the terms set forth in this disclaimer and the attached Consent Solicitation Memorandum;

(e)                 you are not, and any beneficial owner of the Notes you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is also not, a retail investor; where "retail investor" means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended or superseded, "MiFID II"), (ii) a customer within the meaning of Directive 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of assimilated law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended, including by the Retained EU Law (Revocation and Reform) Act 2023, the "EUWA"), or (iv) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of assimilated law in the United Kingdom by virtue of the EUWA; and

(f)                  you are not a "Sanctions Restricted Person", being a person or entity (a "Person") (A) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (i) 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 (ii) 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 (iii) 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://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions) or (iv) the most current "UK sanctions list" (which as of the date hereof can be found at: https://www.gov.uk/government/publications/the-uk-sanctions-list); or (B) that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) 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"), (ii) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended from time to time including by Council Regulation No. 960/2014 and Council Regulation (EU) No 1290/2014 and Council Regulation (EU) No 2015/1797 and Council Regulation (EU) No 2017/2212 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. For these purposes "Sanctions Authority" means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states); (iv) the United Kingdom; (v) any other equivalent governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; and (vi) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury.

If you are unable to make such confirmations you should contact the Information and Tabulation Agent at the earliest opportunity. The contact details of the Information and Tabulation Agent are set forth on page 44 of the attached Consent Solicitation Memorandum.

The Consent Solicitation Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the Issuer Related Parties or the Issuer, or any person who controls or is a director, officer, employee or agent of any of the Issuer Related Parties or the Issuer or any affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format.

You are reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver the Consent Solicitation Memorandum to any other person except to purchasers/transferees to whom the Notes have been sold/transferred and provided that such delivery is lawful.

The communication of this Consent Solicitation Memorandum and any other documents or materials relating to the Consent Solicitation (as defined in this Consent Solicitation Memorandum) is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA"). Accordingly, this Consent Solicitation Memorandum and such documents and/or materials are not being distributed and must not be communicated except in circumstances in which Section 21(1) of the FSMA does not apply in the United Kingdom.

Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell the Notes or any securities in any jurisdiction.

THE FOLLOWING CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTION MAY RESULT IN A VIOLATION OF APPLICABLE LAW OF OTHER JURISDICTIONS. THE DISTRIBUTION OF THE CONSENT SOLICITATION MEMORANDUM IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW.

PERSONS INTO WHOSE POSSESSION THE CONSENT SOLICITATION MEMORANDUM COMES ARE REQUIRED BY THE ISSUER AND THE ISSUER RELATED PARTIES TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

This Consent Solicitation Memorandum is released by the Issuer and may contain inside information for the purposes of Article 7 of the MAR, encompassing information relating to the Notes described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/15 as it forms part of assimilated law in the United Kingdom by virtue of the EUWA, this Consent Solicitation Memorandum is made by the Directors of the Issuer.