FWP 1 n4076-x5ts.htm

		FREE WRITING PROSPECTUS
		FILED PURSUANT TO RULE 433
		REGISTRATION FILE NO.: 333-257737-13

Dated March 12, 2024

BBCMS 2024-5C25

Free Writing Prospectus

Structural and Collateral Term Sheet

BBCMS Mortgage Trust 2024-5C25

$886,388,000

(Approximate Mortgage Pool Balance)

$792,209,000

(Approximate Offered Certificates)

Barclays Commercial Mortgage Securities LLC

Depositor

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2024-5C25

Barclays Capital Real Estate Inc.

3650 Real Estate Investment Trust 2 LLC

German American Capital Corporation

Citi Real Estate Funding Inc.

UBS AG

Societe Generale Financial Corporation

Bank of Montreal

Argentic Real Estate Finance 2 LLC

Starwood Mortgage Capital LLC

KeyBank National Association

BSPRT CMBS Finance, LLC

Mortgage Loan Sellers

Barclays

Deutsche Bank Securities

UBS Securities LLC

Citigroup

KeyBanc Capital Markets

Societe Generale

BMO Capital Markets

Co-Lead Managers and Joint Bookrunners

Drexel Hamilton

Co-Manager

Bancroft Capital, LLC

Co-Manager

Dated March 12, 2024

BBCMS 2024-5C25

This material is for your information, and none of Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., SG Americas Securities, LLC, UBS Securities LLC, Drexel Hamilton, LLC and Bancroft Capital, LLC (the “Underwriters”) are soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal.

The depositor has filed a registration statement (including the prospectus) with the Securities and Exchange Commission (File No. 333-257737) for the offering to which this communication relates. Before you invest, you should read the prospectus in the registration statement and other documents the depositor has filed with the Securities and Exchange Commission for more complete information about the depositor, the issuing entity and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the depositor or Barclays Capital Inc., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-888-603-5847. The Offered Certificates referred to in these materials, and the asset pool backing them, are subject to modification or revision (including the possibility that one or more Classes of Certificates may be split, combined or eliminated at any time prior to issuance or availability of a final prospectus) and are offered on a “when, as and if issued” basis. You understand that, when you are considering the purchase of these Certificates, a contract of sale will come into being no sooner than the date on which the relevant Class has been priced and we have verified the allocation of Certificates to be made to you; any “indications of interest” expressed by you, and any “soft circles” generated by us, will not create binding contractual obligations for you or us.

Neither this document nor anything contained in this document shall form the basis for any contract or commitment whatsoever. The information contained in this document is preliminary as of the date of this document, supersedes any previous such information delivered to you and will be superseded by any such information subsequently delivered prior to the time of sale. These materials are subject to change, completion or amendment from time to time. The information should be reviewed only in conjunction with the entire offering document relating to the Commercial Mortgage Pass-Through Certificates, Series 2024-5C25 (the “Offering Document”). All of the information contained herein is subject to the same limitations and qualifications contained in the Offering Document. The information contained herein does not contain all relevant information relating to the underlying mortgage loans or mortgaged properties. Such information is described elsewhere in the Offering Document. The information contained herein will be more fully described elsewhere in the Offering Document. The information contained herein should not be viewed as projections, forecasts, predictions or opinions with respect to value. Prior to making any investment decision, prospective investors are strongly urged to read the Offering Document its entirety. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This document has been prepared by the Underwriters for information purposes only and does not constitute, in whole or in part, a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended or superseded) and/or Part VI of the Financial Services and Markets Act 2000 (as amended) or other offering document.

The attached information contains certain tables and other statistical analyses (the “Computational Materials”) which have been prepared in reliance upon information furnished by the Mortgage Loan Sellers. Numerous assumptions were used in preparing the Computational Materials, which may or may not be reflected herein. As such, no assurance can be given as to the Computational Materials’ accuracy, appropriateness or completeness in any particular context; or as to whether the Computational Materials and/or the assumptions upon which they are based reflect present market conditions or future market performance. The Computational Materials should not be construed as either projections or predictions or as legal, tax, financial or accounting advice. You should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related aspects of a purchase of these securities. Any weighted average lives, yields and principal payment periods shown in the Computational Materials are based on prepayment and/or loss assumptions, and changes in such prepayment and/or loss assumptions may dramatically affect such weighted average lives, yields and principal payment periods. In addition, it is possible that prepayments or losses on the underlying assets will occur at rates higher or lower than the rates shown in the attached Computational Materials. The specific characteristics of the securities may differ from those shown in the Computational Materials due to differences between the final underlying assets and the preliminary underlying assets used in preparing the Computational Materials. The principal amount and designation of any security described in the Computational Materials are subject to change prior to issuance. None of the Underwriters or any of their respective affiliates make any representation or warranty as to the actual rate or timing of payments or losses on any of the underlying assets or the payments or yield on the securities. The information in this presentation is based upon management forecasts and reflects prevailing conditions and management’s views as of this date, all of which are subject to change. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy and completeness of all information available from public sources or which was provided to us by or on behalf of the Mortgage Loan Sellers or which was otherwise reviewed by us.

This document contains forward-looking statements. If and when included in this document, the words “expects”, “intends”, “anticipates”, “estimates” and analogous expressions and all statements that are not historical facts, including statements about our beliefs or expectations, are intended to identify forward-looking statements. Any forward-looking statements are made subject to risks and uncertainties which could cause actual results to differ materially from those stated. Those risks and uncertainties include, among other things, declines in general economic and business conditions, increased competition, changes in demographics, changes in political and social conditions, regulatory initiatives and changes in consumer preferences, many of which are beyond our control and the control of any other person or entity related to this offering. The forward-looking statements made in this document are made as of the date hereof. We have no obligation to update or revise any forward-looking statement.

IMPORTANT NOTICE RELATING TO AUTOMATICALLY-GENERATED EMAIL DISCLAIMERS

Any legends, disclaimers or other notices that may appear at the bottom of any email communication to which this document is attached relating to (1) these materials not constituting an offer (or a solicitation of an offer), (2) no representation that these materials are accurate or complete and may not be updated or (3) these materials possibly being confidential, are not applicable to these materials and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of these materials having been sent via Bloomberg or another system.

THE CERTIFICATES REFERRED TO IN THESE MATERIALS ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING THE POSSIBILITY THAT ONE OR MORE CLASSES OF CERTIFICATES MAY BE SPLIT, COMBINED OR ELIMINATED AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL PROSPECTUS) AND ARE OFFERED ON A “WHEN, AS AND IF ISSUED” BASIS.

THE UNDERWRITERS MAY FROM TIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENT BANKING BUSINESS FROM, ANY COMPANY NAMED IN THESE MATERIALS. THE UNDERWRITERS AND/OR THEIR AFFILIATES OR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIME HAVE A LONG OR SHORT POSITION IN ANY CERTIFICATE OR CONTRACT DISCUSSED IN THESE MATERIALS.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	2

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Indicative Capital Structure

Publicly Offered Certificates

Class	Expected Ratings (S&P / Fitch / KBRA)	Approximate Initial Certificate Balance or Notional Amount⁽¹⁾		Approximate Initial Credit Support⁽²⁾	Expected Weighted Avg. Life (years)⁽³⁾	Expected Principal Window⁽³⁾	Certificate Principal to Value Ratio⁽⁴⁾	Underwritten NOI Debt Yield⁽⁵⁾
A-1	AAA(sf) / AAAsf / AAA(sf)	$821,000		30.000%	3.06	4/24-12/28	38.6%	18.7%
A-3	AAA(sf) / AAAsf / AAA(sf)	$619,650,000		30.000%	4.88	12/28-3/29	38.6%	18.7%
X-A	AAA(sf) / AAAsf / AAA(sf)	$620,471,000	⁽⁶⁾	N/A	N/A	N/A	N/A	N/A
X-B	NR / A-sf / AAA(sf)	$171,738,000	⁽⁷⁾	N/A	N/A	N/A	N/A	N/A
A-S	AA-(sf) / AAAsf / AAA(sf)	$96,395,000		19.125%	4.96	3/29-3/29	44.6%	16.2%
B	NR / AA-sf / AA-(sf)	$43,211,000		14.250%	4.96	3/29-3/29	47.2%	15.3%
C	NR / A-sf / A-(sf)	$32,132,000		10.625%	4.96	3/29-3/29	49.2%	14.7%

Privately Offered Certificates⁽⁸⁾

Class	Expected Ratings (S&P / Fitch / KBRA)	Approximate Initial Certificate Balance or Notional Amount⁽¹⁾		Approximate Initial Credit Support⁽²⁾	Expected Weighted Avg. Life (years)⁽³⁾	Expected Principal Window⁽³⁾	Certificate Principal to Value Ratio⁽⁴⁾	Underwritten NOI Debt Yield⁽⁵⁾
X-D	NR / BBBsf / BBB+(sf)	$14,404,000	⁽⁹⁾	N/A	N/A	N/A	N/A	N/A
D	NR / BBBsf / BBB+(sf)	$14,404,000		9.000%	4.96	3/29-3/29	50.1%	14.4%
E-RR	NR / BBB-sf / BBB(sf)	$13,295,000		7.500%	4.96	3/29-3/29	51.0%	14.2%
F-RR	NR / BB-sf / BB+(sf)	$17,728,000		5.500%	4.96	3/29-3/29	52.1%	13.9%
G-RR	NR / B-sf / BB-(sf)	$12,188,000		4.125%	4.96	3/29-3/29	52.8%	13.7%
H-RR	NR / NR / B-(sf)	$9,972,000		3.000%	4.96	3/29-3/29	53.4%	13.5%
J-RR	NR / NR / NR	$26,592,000		0.000%	4.96	3/29-3/29	55.1%	13.1%

(1)

In the case of each such Class, subject to a permitted variance of plus or minus 5%. In addition, the Notional Amount of the Class X-A, Class X-B and Class X-D Certificates may vary depending upon the final pricing of the Classes of Principal Balance Certificates whose Certificate Balances comprise such Notional Amount, and, if as a result of such pricing the pass-through rate of the Class X-A, Class X-B or Class X-D Certificates would be equal to zero at all times, such Class of Certificates will not be issued on the closing date of this securitization.

(2)

The credit support percentages set forth for the Class A-1 and Class A-3 Certificates represent the approximate initial credit support for the Class A-1 and Class A-3 Certificates in the aggregate.

(3)

Assumes 0% CPR / 0% CDR and March 28, 2024 closing date. Based on modeling assumptions as described in the Preliminary Prospectus dated March 12, 2024 (the “Preliminary Prospectus”).

(4)

The “Certificate Principal to Value Ratio” for any Class of Principal Balance Certificates (other than the Class A-1 and Class A-3 Certificates) is calculated as the product of (a) the weighted average Cut-off Date LTV Ratio for the mortgage loans, and (b) a fraction, the numerator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates and the denominator of which is the total initial Certificate Balance of all of the Principal Balance Certificates. The Class A-1 and Class A-3 Certificate Principal to Value Ratios are calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that excess mortgaged property value associated with a mortgage loan will not be available to offset losses on any other mortgage loan.

(5)

The “Underwritten NOI Debt Yield” for any Class of Principal Balance Certificates (other than the Class A-1 and Class A-3 Certificates) is calculated as the product of (a) the weighted average UW NOI Debt Yield for the mortgage loans and (b) a fraction, the numerator of which is the total initial Certificate Balance of all of the Classes of Principal Balance Certificates and the denominator of which is the total initial Certificate Balance of such Class of Certificates and all Classes of Principal Balance Certificates senior to such Class of Certificates. The Underwritten NOI Debt Yield for each of the Class A-1 and Class A-3 Certificates is calculated in the aggregate for those Classes as if they were a single Class. Investors should note, however, that net operating income from any mortgaged property supports only the related mortgage loan and will not be available to support any other mortgage loan.

(6)

The Notional Amount of the Class X-A Certificates will be equal to the aggregate Certificate Balance of the Class A-1 and Class A-3 Certificates outstanding from time to time.

(7)

The Notional Amount of the Class X-B Certificates will be equal to the aggregate Certificate Balance of the Class A-S, Class B and Class C Certificates outstanding from time to time.

(8)

The Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR are not being offered by the Preliminary Prospectus or this Term Sheet. The Class R Certificates are not shown above.

(9)

The Notional Amount of the Class X-D Certificates will be equal to the Certificate Balance of the Class D Certificates outstanding from time to time.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	3

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Summary of Transaction Terms

Securities Offered:	$792,209,000 monthly pay, multi-class, commercial mortgage REMIC Pass-Through Certificates.
Co-Lead Managers and Joint Bookrunners:	Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., SG Americas Securities, LLC and UBS Securities LLC.
Co-Managers:	Drexel Hamilton, LLC and Bancroft Capital, LLC.
Mortgage Loan Sellers:	Barclays Capital Real Estate Inc. (“Barclays”) (22.3%), 3650 Real Estate Investment Trust 2 LLC (“3650 REIT”) (20.0%), German American Capital Corporation (“GACC”) (15.4%), Citi Real Estate Funding Inc. (“Citi”) (14.9%), UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”) (7.1%), Societe Generale Financial Corporation (“SGFC”) (4.8%), Bank of Montreal (“BMO”) (3.3%), Argentic Real Estate Finance 2 LLC (“AREF2”) (3.2%), Starwood Mortgage Capital LLC (“SMC”) (3.2%), KeyBank National Association (“KeyBank”) (3.1%) and BSPRT CMBS Finance, LLC (“BSPRT”) (2.6%).
Master Servicer:	Midland Loan Services, a Division of PNC Bank, National Association.
Special Servicer:	3650 REIT Loan Servicing LLC.
Trustee:	Computershare Trust Company, National Association.
Certificate Administrator:	Computershare Trust Company, National Association.
Operating Advisor:	Pentalpha Surveillance LLC.
Asset Representations Reviewer:	Pentalpha Surveillance LLC.
Rating Agencies:	Fitch Ratings, Inc. (“Fitch”), S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC (“S&P”) and Kroll Bond Rating Agency, LLC (“KBRA”).
Initial Majority Controlling Class Certificateholder:	3650 Real Estate Investment Trust 2 LLC or an affiliate.
U.S. Credit Risk Retention:	For a discussion on the manner in which 3650 REIT, as retaining sponsor, intends to satisfy the U.S. credit risk retention requirements, see “Credit Risk Retention” in the Preliminary Prospectus.
EU Credit Risk Retention:	The transaction is not structured to satisfy the EU risk retention and due diligence requirements.
Closing Date:	On or about March 28, 2024.
Cut-off Date:	With respect to each mortgage loan, the related due date in March 2024, or in the case of any mortgage loan that has its first due date after March 2024, the date that would have been its due date in March 2024 under the terms of that mortgage loan if a monthly debt service payment were scheduled to be due in that month.
Distribution Date:	The 4th business day after the Determination Date in each month, commencing in April 2024.
Determination Date:	11th day of each month, or if the 11th day is not a business day, the next succeeding business day, commencing in April 2024.
Assumed Final Distribution Date:	The Distribution Date in March 2029 which is the latest anticipated repayment date of the Certificates.
Rated Final Distribution Date:	The Distribution Date in March 2057.
Tax Treatment:	The Publicly Offered Certificates are expected to be treated as REMIC “regular interests” for U.S. federal income tax purposes.
Form of Offering:	The Class A-1, Class A-3, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates (the “Publicly Offered Certificates”) will be offered publicly. The Class X-D, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class R Certificates (the “Privately Offered Certificates”) will be offered domestically to Qualified Institutional Buyers and to Institutional Accredited Investors (other than the Class R Certificates) and to institutions that are not U.S. Persons pursuant to Regulation S.
SMMEA Status:	The Certificates will not constitute “mortgage related securities” for purposes of SMMEA.
ERISA:	The Publicly Offered Certificates are expected to be ERISA eligible.
Optional Termination:	On any Distribution Date on which the aggregate principal balance of the pool of mortgage loans is less than 1% of the aggregate principal balance of the mortgage loans as of the Cut-off Date, certain entities specified in the Preliminary Prospectus will have the option to purchase all of the remaining mortgage loans (and all property acquired through exercise of remedies in respect of any mortgage loan) at the price specified in the Preliminary Prospectus. Refer to “Pooling and Servicing Agreement—Termination; Retirement of Certificates” in the Preliminary Prospectus.
Minimum Denominations:	The Publicly Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issued in minimum denominations of $10,000 and integral multiples of $1 in excess of $10,000. The Class X-A and Class X-B Certificates will be issued in minimum denominations of $1,000,000 and in integral multiples of $1 in excess of $1,000,000.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	4

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Summary of Transaction Terms

Settlement Terms:	DTC, Euroclear and Clearstream Banking.
Analytics:	The transaction is expected to be modeled by Intex Solutions, Inc. and Trepp, LLC and is expected to be available on Bloomberg L.P., BlackRock Financial Management, Inc., Interactive Data Corp., CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, MBS Data, LLC, RealInsight, Thomson Reuters Corporation, DealView Technologies Ltd., KBRA Analytics, LLC and CRED iQ.
Risk Factors:	THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. REFER TO THE “SUMMARY OF RISK FACTORS” AND “RISK FACTORS” SECTIONS OF THE PRELIMINARY PROSPECTUS.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	5

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Mortgage Loan Seller	Number of Mortgage Loans⁽¹⁾	Number of Mortgaged Properties⁽¹⁾	Roll-up Aggregate Cut-off Date Balance	% of IPB
Barclays	8	12	$197,815,000	22.3%
3650 REIT	5	5	$177,350,000	20.0%
GACC	5	5	$136,920,000	15.4%
CREFI	6	6	$131,700,000	14.9%
UBS AG	1	1	$63,000,000	7.1%
SGFC	3	4	$42,700,000	4.8%
BMO	3	3	$29,350,000	3.3%
AREF2	1	1	$28,500,000	3.2%
SMC	2	2	$28,300,000	3.2%
KeyBank	3	3	$27,753,000	3.1%
BSPRT	1	1	$23,000,000	2.6%
Total:	33	38	$886,388,000	100.0%

Loan Pool
	Initial Pool Balance (“IPB”):	$886,388,000
	Number of Mortgage Loans:	33
	Number of Mortgaged Properties:	38
	Average Cut-off Date Balance per Mortgage Loan:	$26,860,242
	Weighted Average Current Mortgage Rate:	7.15651%
	10 Largest Mortgage Loans as % of IPB:	59.9%
	Weighted Average Remaining Term to Maturity:	59 months
	Weighted Average Seasoning:	1 month
Credit Statistics
	Weighted Average UW NCF DSCR⁽²⁾⁽³⁾:	1.72x
	Weighted Average UW NOI Debt Yield⁽²⁾:	13.1%
	Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”)⁽²⁾⁽⁴⁾:	55.1%
	Weighted Average Maturity Date LTV⁽²⁾⁽⁴⁾:	55.0%
Other Statistics
	% of Mortgage Loans with Additional Debt:	3.0%
	% of Mortgage Loans with Single Tenants⁽⁵⁾:	13.8%
	% of Mortgage Loans secured by Multiple Properties:	4.7%
Amortization
	Weighted Average Original Amortization Term⁽⁶⁾:	360 months
	Weighted Average Remaining Amortization Term⁽⁶⁾:	360 months
	% of Mortgage Loans with Interest-Only:	96.3%
	% of Mortgage Loans with Partial Interest-Only followed by Amortizing Balloon:	2.8%
	% of Mortgage Loans with Amortizing Balloon:	0.9%
Lockboxes⁽⁷⁾
	% of Mortgage Loans with Hard Lockboxes:	76.8%
	% of Mortgage Loans with Springing Lockboxes:	13.0%
	% of Mortgage Loans with Soft Lockboxes:	10.2%
Reserves
	% of Mortgage Loans Requiring Monthly Tax Reserves:	59.7%
	% of Mortgage Loans Requiring Monthly Insurance Reserves:	36.5%
	% of Mortgage Loans Requiring Monthly CapEx Reserves:	62.8%
	% of Mortgage Loans Requiring Monthly TI/LC Reserves⁽⁸⁾:	28.1%

(1)

The sum of the Number of Mortgage Loans and Number of Mortgaged Properties does not equal the aggregate due to certain loans being contributed by multiple loan sellers. There are four loans with multiple loan sellers being contributed to the pool comprised of four mortgaged properties, added to the count of each applicable mortgage loan seller.

(2)

In the case of Loan Nos. 1, 2, 4, 6, 7, 13, 15, 20, 26 and 33, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s). In the case of Loan No. 12, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations exclude the related mezzanine loan(s).

(3)

For the mortgage loans that are interest-only for the entire term and accrue interest on an Actual/360 basis, the Monthly Debt Service (IO) ($) was calculated as 1/12^th of the product of (i) the Original Balance ($), (ii) the Interest Rate % and (iii) 365/360.

(4)

In the case of Loan No. 22, the Cut-off Date LTV and the Maturity Date LTV are calculated by using an appraised value based on an “As Is (Extraordinary Assumption)”. Refer to “Description of the Mortgage Pool—Assessment of Property Value and Condition” and “—Appraised Value” in the Preliminary Prospectus for additional details.

(5)

Excludes mortgage loans that are secured by multiple properties with multiple tenants.

(6)

Excludes mortgage loans that are interest only for the entire term.

(7)

For a more detailed description of Lockboxes, refer to “Description of the Mortgage Pool—Certain Terms of the Mortgage Loans—Mortgaged Property Accounts” in the Preliminary Prospectus.

(8)

Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by office, retail, mixed use and industrial properties.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	6

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Ten Largest Mortgage Loans

No.	Loan Name	City, State	Mortgage Loan Seller(s)	No. of Prop.	Cut-off Date Balance	% of IPB	Square Feet / Rooms / Units	Property Type	UW NCF DSCR⁽¹⁾	UW NOI Debt Yield⁽¹⁾	Cut-off Date LTV⁽¹⁾	Maturity Date LTV⁽¹⁾
1	Staten Island Mall	Staten Island, NY	GACC, Barclays	1	$71,500,000	8.1%	995,900	Retail	2.09x	16.5%	42.8%	42.8%
2	Sheraton Hotel Brooklyn	Brooklyn, NY	GACC	1	$65,000,000	7.3%	321	Hospitality	1.78x	14.6%	58.6%	58.6%
3	304 East 45th Street	New York, NY	3650 REIT, BMO	1	$65,000,000	7.3%	342,079	Office	2.39x	17.4%	47.1%	47.1%
4	Western Digital Milpitas Campus	Milpitas, CA	UBS AG	1	$63,000,000	7.1%	577,956	Mixed Use	1.63x	12.0%	64.0%	64.0%
5	Shops at Marble Hill	Bronx, NY	3650 REIT	1	$53,750,000	6.1%	123,896	Retail	1.35x	10.0%	61.3%	61.3%
6	Jordan Creek Town Center	West Des Moines, IA	Barclays	1	$51,000,000	5.8%	940,038	Retail	1.93x	14.4%	53.0%	53.0%
7	Kenwood Towne Centre	Cincinnati, OH	SGFC, 3650 REIT	1	$50,000,000	5.6%	1,033,141	Retail	2.19x	14.6%	45.5%	45.5%
8	El Paseo Shopping Center	South Gate, CA	CREFI	1	$43,000,000	4.9%	297,482	Retail	1.51x	11.9%	54.5%	54.5%
9	Hilton Tapestry - Hotel Alba Tampa	Tampa, FL	CREFI	1	$35,000,000	3.9%	222	Hospitality	1.48x	14.5%	58.3%	58.3%
10	Papago Gateway Center	Tempe, AZ	Barclays	1	$34,000,000	3.8%	246,501	Office	1.88x	16.4%	46.3%	46.3%

	Top 3 Total/Weighted Average			3	$201,500,000	22.7%			2.09x	16.2%	49.3%	49.3%
	Top 5 Total/Weighted Average			5	$318,250,000	35.9%			1.87x	14.3%	54.2%	54.2%
	Top 10 Total/Weighted Average			10	$531,250,000	59.9%			1.85x	14.3%	53.1%	53.1%
	Non-Top 10 Total/Weighted Average			28	$355,138,000	40.1%			1.52x	11.3%	58.0%	57.8%

(1)

In the case of Loan Nos. 1, 2, 4, 6 and 7, the UW NCF DSCR, UW NOI Debt Yield, Cut-off Date LTV and Maturity Date LTV calculations include the related Pari Passu Companion Loan(s).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	7

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Pari Passu Companion Loan Summary

No.	Loan Name	Mortgage Loan Seller(s)	Trust Cut-off Date Balance	Total Mortgage Loan Cut-off Date Balance	Controlling Pooling/Trust & Servicing Agreement	Master Servicer	Special Servicer	Related Pari Passu Loan(s) Securitizations	Related Pari Passu Loan(s) Original Balance
1	Staten Island Mall	GACC, Barclays	$71,500,000	$200,000,000	BBCMS 2024-5C25	Midland	3650	BMO 2024-5C3 Future Securitization(s)	$28,500,000 $100,000,000
2	Sheraton Hotel Brooklyn	GACC	$65,000,000	$85,000,000	BBCMS 2024-5C25	Midland	3650	Future Securitization(s)	$20,000,000
4	Western Digital Milpitas Campus	UBS AG	$63,000,000	$126,000,000	BBCMS 2024-5C25	Midland	3650	Future Securitization(s)	$63,000,000
6	Jordan Creek Town Center	Barclays	$51,000,000	$170,000,000	⁽¹⁾	⁽¹⁾	⁽¹⁾	Future Securitization(s)	$119,000,000
7	Kenwood Towne Centre	SGFC, 3650 REIT	$50,000,000	$260,000,000	⁽¹⁾	⁽¹⁾	⁽¹⁾	Future Securitization(s)	$210,000,000
13	Tysons Corner Center	GACC	$25,000,000	$710,000,000	TYSN 2023-CRNR	Berkadia	Situs	TYSN 2023-CRNR Benchmark 2024-V5 BMO 2024-5C3 BANK 2024-5YR5 Future Securitization(s)	$440,200,000 $73,960,000 $73,960,000 $51,500,000 $45,380,000
15	Acquisitions America Portfolio	Barclays	$24,100,000	$84,100,000	Benchmark 2024-V5	Midland	Rialto	BMARK 2024-V5	$60,000,000
20	Elmwood Shopping Center	CREFI	$15,000,000	$85,000,000	BMO 2024-5C3	Wells Fargo	Greystone	BMO 2024-5C3	$70,000,000
26	DoubleTree by Hilton Hotel Orlando at SeaWorld	BMO, CREFI, GACC	$10,000,000	$85,000,000	Benchmark 2024-V5	Midland	Rialto	Benchmark 2024-V5 BMO 2024-5C3	$60,000,000 $15,000,000
33	Galleria at Tyler	SGFC	$5,000,000	$150,000,000	⁽²⁾	⁽²⁾	⁽²⁾	Benchmark 2024-V5 BMO 2024-5C3 Future Securitization(s)	$35,000,000 $50,000,000 $60,000,000

(1)

In the case of Loan Nos. 6 and 7, the related Whole Loan will be serviced under the BBCMS 2024-5C25 pooling and servicing agreement until such time that the lead servicing pari passu companion loan is securitized, at which point the Whole Loan will be serviced under the related trust and servicing agreement or pooling and servicing agreement for such future securitization. The initial controlling noteholder is one of the originators of the related whole loan or an affiliate.

(2)

In the case of Loan No. 33, the related Whole Loan will be serviced under the Benchmark 2024-V5 pooling and servicing agreement until such time that the lead servicing pari passu companion loan is securitized, at which point the Whole Loan will be serviced under the related trust and servicing agreement or pooling and servicing agreement for such future securitization. The initial controlling noteholder is one of the originators of the related whole loan or an affiliate.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	8

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Additional Debt Summary
No.	Loan Name	Trust Cut-off Date Balance	Pari Passu Companion Loan(s) Cut-off Date Balance	Subordinate Debt Cut-off Date Balance⁽¹⁾	Total Debt Cut-off Date Balance	Mortgage Loan UW NCF DSCR⁽²⁾	Total Debt UW NCF DSCR	Mortgage Loan Cut-off Date LTV⁽²⁾	Total Debt Cut-off Date LTV	Mortgage Loan UW NOI Debt Yield⁽²⁾	Total Debt UW NOI Debt Yield
12	Elevate at the Pointe	$26,500,000	$0	$4,250,000	$30,750,000	1.39x	1.09x	54.9%	63.7%	8.9%	7.7%

(1)

In the case of Loan No. 12, the subordinate debt represents a mezzanine loan. Reflects the current balance of the mezzanine loan, which allows for up to $2,500,000 of additional advances at a 12.0% interest rate.

(2)

Mortgage Loan UW NCF DSCR, Mortgage Loan Cut-off Date LTV and Mortgage Loan UW NOI Debt Yield calculations include any related Pari Passu Companion Loans (if applicable), but exclude any related mezzanine loan(s).

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	9

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Mortgaged Properties by Type⁽¹⁾

						Weighted Average
Property Type	Property Subtype	Number of Properties	Cut-off Date Principal Balance	% of IPB		UW NCF DSCR⁽²⁾⁽³⁾	UW NOI Debt Yield⁽²⁾	Cut-off Date LTV⁽²⁾⁽⁴⁾	Maturity Date LTV⁽²⁾⁽⁴⁾
Retail	Super Regional Mall	5	$202,500,000	22.8	%	2.06x	15.2%	45.8%	45.8%
	Anchored	6	132,970,000	15.0		1.52x	11.6%	57.8%	57.6%
	Subtotal:	11	$335,470,000	37.8	%	1.85x	13.7%	50.6%	50.5%
Multifamily	Garden	4	$67,026,000	7.6	%	1.30x	8.8%	61.2%	61.2%
	Mid Rise	5	33,241,998	3.8		1.27x	8.5%	63.9%	63.9%
	Student Housing	1	28,500,000	3.2		1.37x	9.9%	62.4%	62.4%
	Independent Living	1	14,600,000	1.6		1.29x	9.5%	58.4%	58.4%
	High Rise	1	11,858,002	1.3		1.25x	8.9%	64.4%	64.4%
	Subtotal:	12	$155,226,000	17.5	%	1.30x	9.0%	62.0%	62.0%
Hospitality	Full Service	3	$110,000,000	12.4	%	1.69x	14.8%	58.6%	58.6%
	Select Service	1	12,490,000	1.4		1.56x	15.6%	66.1%	64.6%
	Limited Service	1	12,475,000	1.4		1.44x	14.1%	65.7%	64.4%
	Extended Stay	1	9,977,000	1.1		2.00x	15.2%	60.1%	60.1%
	Subtotal:	6	$144,942,000	16.4	%	1.68x	14.8%	59.9%	59.7%
Office	CBD	1	$65,000,000	7.3	%	2.39x	17.4%	47.1%	47.1%
	Suburban	1	34,000,000	3.8		1.88x	16.4%	46.3%	46.3%
	Subtotal:	2	$99,000,000	11.2	%	2.21x	17.1%	46.8%	46.8%
Mixed Use	R&D / Office	1	$63,000,000	7.1	%	1.63x	12.0%	64.0%	64.0%
	Office / Retail / Multifamily	1	11,700,000	1.3		1.58x	11.9%	49.2%	49.2%
	Subtotal:	2	$74,700,000	8.4	%	1.62x	12.0%	61.7%	61.7%
Industrial	Warehouse / Distribution	1	$24,500,000	2.8	%	1.32x	10.8%	53.0%	53.0%
	Manufacturing / Cold Storage	1	23,000,000	2.6		1.30x	11.5%	52.3%	52.3%
	Warehouse	1	11,850,000	1.3		2.50x	13.1%	49.8%	49.8%
	Subtotal:	3	$59,350,000	6.7	%	1.55x	11.5%	52.1%	52.1%
Self Storage	Self Storage	2	$17,700,000	2.0	%	1.44x	9.5%	67.3%	67.3%
Total / Weighted Average:		38	$886,388,000	100.0	%	1.72x	13.1%	55.1%	55.0%

(1)

Because this table presents information relating to the mortgaged properties and not mortgage loans, the information for mortgage loans secured by more than one mortgaged property is based on allocated loan amounts.

(2)

(3)

(4)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	10

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Mortgaged Properties by Location⁽¹⁾

				Weighted Average
State	Number of Properties	Cut-off Date Principal Balance	% of IPB	UW NCF DSCR⁽²⁾⁽³⁾	UW NOI Debt Yield⁽²⁾	Cut-off Date LTV⁽²⁾⁽⁴⁾	Maturity Date LTV⁽²⁾⁽⁴⁾
New York	11	$313,800,000	35.4%	1.81x	13.8%	54.0%	54.0%
California	5	$162,500,000	18.3%	1.52x	11.7%	59.1%	59.1%
Ohio	2	$57,920,000	6.5%	2.06x	14.2%	49.1%	48.7%
Florida	3	$57,475,000	6.5%	1.54x	14.9%	60.1%	59.8%
Iowa	1	$51,000,000	5.8%	1.93x	14.4%	53.0%	53.0%
Virginia	2	$49,500,000	5.6%	1.66x	12.3%	46.1%	46.1%
Arizona	2	$48,600,000	5.5%	1.70x	14.3%	49.9%	49.9%
Georgia	3	$46,290,000	5.2%	1.43x	11.1%	59.5%	59.1%
Texas	3	$23,776,000	2.7%	1.32x	9.9%	60.4%	60.4%
New Jersey	1	$21,000,000	2.4%	1.28x	8.2%	63.6%	63.6%
New Hampshire	2	$17,700,000	2.0%	1.44x	9.5%	67.3%	67.3%
Louisiana	1	$15,000,000	1.7%	2.46x	16.7%	40.8%	40.8%
Minnesota	1	$11,850,000	1.3%	2.50x	13.1%	49.8%	49.8%
North Carolina	1	$9,977,000	1.1%	2.00x	15.2%	60.1%	60.1%
Total / Weighted Average:	38	$886,388,000	100.0%	1.72x	13.1%	55.1%	55.0%

(1)

(2)

(3)

(4)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	11

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Cut-off Date Principal Balance

						Weighted Average
Range of Cut-off Date Principal Balances			Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
$5,000,000	-	$9,999,999	7	$53,973,000	6.1%	7.21638%	59	1.50x	11.9%	61.7%	61.2%
$10,000,000	-	$14,999,999	6	73,115,000	8.2%	7.22829%	59	1.68x	13.3%	58.2%	57.8%
$15,000,000	-	$19,999,999	2	32,700,000	3.7%	6.50419%	59	1.91x	12.8%	55.1%	55.1%
$20,000,000	-	$29,999,999	8	195,350,000	22.0%	6.96484%	59	1.39x	10.1%	57.4%	57.4%
$30,000,000	-	$39,999,999	2	69,000,000	7.8%	8.37075%	60	1.68x	15.4%	52.4%	52.4%
$40,000,000	-	$47,499,999	1	43,000,000	4.9%	7.24000%	59	1.51x	11.9%	54.5%	54.5%
$47,500,000	-	$71,500,000	7	419,250,000	47.3%	7.06808%	59	1.92x	14.4%	53.0%	53.0%
Total / Weighted Average:			33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Mortgage Interest Rates

						Weighted Average
Range of Mortgage Interest Rates			Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
5.17000	-	5.99900	1	$11,850,000	1.3%	5.17000%	60	2.50x	13.1%	49.8%	49.8%
6.00000	-	6.49900	4	115,200,000	13.0%	6.28878%	60	1.72x	11.3%	54.3%	54.3%
6.50000	-	6.99900	10	271,103,000	30.6%	6.82734%	59	1.79x	12.9%	56.3%	56.3%
7.00000	-	7.49900	6	239,050,000	27.0%	7.23299%	59	1.63x	12.6%	56.8%	56.8%
7.50000	-	7.99900	8	144,695,000	16.3%	7.60312%	59	1.77x	14.6%	51.5%	51.2%
8.00000	-	8.55000	4	104,490,000	11.8%	8.39912%	60	1.58x	14.6%	54.0%	53.8%
Total / Weighted Average:			33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Original Term to Maturity in Months

				Weighted Average
Original Term to Maturity in Months	Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
60	33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%
Total / Weighted Average:	33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Remaining Term to Maturity in Months

						Weighted Average
Range of Remaining Term to Maturity in Months			Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
57	-	58	6	$89,077,000	10.0%	6.92302%	58	1.86x	13.6%	51.6%	51.6%
59	-	60	27	797,311,000	90.0%	7.18260%	59	1.70x	13.0%	55.4%	55.4%
Total / Weighted Average:			33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

(1)

(2)

(3)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	12

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Original Amortization Term in Months

				Weighted Average
Original Amortization Term in Months	Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
Interest Only	30	$853,503,000	96.3%	7.12531%	59	1.73x	13.0%	54.6%	54.6%
360	3	32,885,000	3.7%	7.96646%	59	1.44x	14.0%	67.4%	65.5%
Total / Weighted Average:	33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Remaining Amortization Term in Months

				Weighted Average
Remaining Amortization Term in Months	Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
Interest Only	30	$853,503,000	96.3%	7.12531%	59	1.73x	13.0%	54.6%	54.6%
360	3	32,885,000	3.7%	7.96646%	59	1.44x	14.0%	67.4%	65.5%
Total / Weighted Average:	33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Amortization Types

				Weighted Average
Amortization Types	Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
Interest Only	30	$853,503,000	96.3%	7.12531%	59	1.73x	13.0%	54.6%	54.6%
Interest Only, Amortizing Balloon	2	24,965,000	2.8%	8.10810%	59	1.50x	14.9%	65.9%	64.5%
Amortizing Balloon	1	7,920,000	0.9%	7.52000%	60	1.26x	11.5%	72.0%	68.6%
Total / Weighted Average:	33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Underwritten Net Cash Flow Debt Service Coverage Ratios⁽¹⁾⁽²⁾

						Weighted Average
Range of Underwritten Net Cash Flow Debt Service Coverage Ratios			Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
1.20x	-	1.29x	5	$90,370,000	10.2%	6.81692%	59	1.25x	8.9%	65.4%	65.1%
1.30x	-	1.49x	12	252,501,000	28.5%	7.37130%	60	1.37x	10.9%	59.4%	59.3%
1.50x	-	1.89x	7	239,190,000	27.0%	7.41043%	59	1.69x	13.7%	57.5%	57.4%
1.90x	-	1.99x	2	56,000,000	6.3%	7.10027%	59	1.93x	14.6%	52.7%	52.7%
2.00x	-	2.24x	4	156,477,000	17.7%	6.94215%	59	2.10x	15.4%	44.2%	44.2%
2.25x	-	2.50x	3	91,850,000	10.4%	6.63843%	60	2.42x	16.7%	46.4%	46.4%
Total / Weighted Average:			33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

(1)

(2)

(3)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	13

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

LTV Ratios as of the Cut-off Date⁽¹⁾⁽³⁾

						Weighted Average
Range of Cut-off Date LTVs			Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
39.4%	-	49.9%	8	$284,050,000	32.0%	7.00547%	59	2.16x	15.8%	44.8%	44.8%
50.0%	-	54.9%	6	173,000,000	19.5%	7.25777%	59	1.57x	12.1%	53.5%	53.5%
55.0%	-	59.9%	5	132,603,000	15.0%	7.69408%	59	1.62x	13.9%	58.4%	58.4%
60.0%	-	69.9%	12	266,065,000	30.0%	7.01309%	59	1.45x	10.9%	63.5%	63.4%
70.0%	-	72.0%	2	30,670,000	3.5%	6.90433%	60	1.22x	9.1%	70.9%	70.0%
Total / Weighted Average:			33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

LTV Ratios as of the Maturity Date⁽¹⁾⁽³⁾

						Weighted Average
Range of Maturity Date LTVs			Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
39.4%	-	49.9%	8	$284,050,000	32.0%	7.00547%	59	2.16x	15.8%	44.8%	44.8%
50.0%	-	59.9%	11	305,603,000	34.5%	7.44709%	59	1.60x	12.9%	55.6%	55.6%
60.0%	-	63.5%	4	102,000,000	11.5%	7.05034%	60	1.41x	10.4%	61.5%	61.5%
63.6%	-	70.5%	10	194,735,000	22.0%	6.97644%	59	1.43x	10.8%	65.7%	65.4%
Total / Weighted Average:			33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Prepayment Protection

				Weighted Average
Prepayment Protection	Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
Defeasance	26	$746,468,000	84.2%	7.19910%	59	1.71x	13.1%	54.9%	54.8%
Defeasance or Yield Maintenance	4	105,300,000	11.9%	6.91842%	58	1.72x	12.8%	57.8%	57.8%
Yield Maintenance	3	34,620,000	3.9%	6.96255%	59	1.89x	13.9%	50.8%	50.0%
Total / Weighted Average:	33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

Loan Purpose

				Weighted Average
Loan Purpose	Number of Loans	Cut-off Date Principal Balance	% of IPB	Mortgage Rate	Remaining Loan Term	UW NCF DSCR⁽¹⁾⁽²⁾	UW NOI DY⁽¹⁾	Cut-off Date LTV⁽¹⁾⁽³⁾	Maturity Date LTV⁽¹⁾⁽³⁾
Refinance	28	$776,596,000	87.6%	7.18463%	59	1.72x	13.1%	54.0%	54.0%
Recapitalization	1	63,000,000	7.1%	6.84400%	59	1.63x	12.0%	64.0%	64.0%
Acquisition	4	46,792,000	5.3%	7.11071%	59	1.86x	14.5%	60.6%	59.8%
Total / Weighted Average:	33	$886,388,000	100.0%	7.15651%	59	1.72x	13.1%	55.1%	55.0%

(1)

(2)

(3)

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	14

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Collateral Characteristics

Previous Securitization History⁽¹⁾

No.	Mortgage Loan Seller	Loan Name	Location	Property Type	Cut-off Date Principal Balance	% of IPB	Previous Securitization
5	3650 REIT	Shops at Marble Hill	Bronx, NY	Retail	$53,750,000	6.1%	COMM 2014-LC15
7	SGFC, 3650 REIT	Kenwood Towne Centre	Cincinnati, OH	Retail	$50,000,000	5.6%	BPR 2021-KEN
8	CREFI	El Paseo Shopping Center	South Gate, CA	Retail	$43,000,000	4.9%	COMM 2013-CR8
11	AREF2	The Glen	San Bernardino, CA	Multifamily	$28,500,000	3.2%	ACR 2021-FL4
30	GACC	Hill Road Plaza	Pickerington, OH	Retail	$7,920,000	0.9%	WFCM 2015-NXS1
31	SMC	Lovejoy Station	Hampton, GA	Retail	$7,300,000	0.8%	GSMS 2014-GC18

(1)

The table above represents the properties for which the previously existing debt was most recently securitized, based on information provided by the related borrower or obtained through searches of a third-party database.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

■ Assets:		The Class A-1, Class A-3, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR, Class J-RR and Class R Certificates (collectively, the “Certificates”) will be entitled to distributions solely with respect to the mortgage loans.
■ Accrual:		Each Class of Certificates (other than the Class R Certificates) will accrue interest on a 30/360 basis. The Class R Certificates will not accrue interest.
■ Distribution of Interest:		On each Distribution Date, accrued interest for each Class of Certificates (other than the Class R Certificates) at the applicable pass-through rate will be distributed in the following order of priority to the extent of available funds: first, to the Class A-1, Class A-3, Class X-A, Class X-B and Class X-D Certificates (the “Senior Certificates”), on a pro rata basis, based on the interest entitlement for each such Class on such date, and then to the Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates, in that order, in each case until the interest entitlement for such date payable to each such Class is paid in full. The pass-through rate applicable to each of the Class A-1, Class A-3, Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates (collectively, the “Principal Balance Certificates”) on each Distribution Date, will be a per annum rate equal to one of (i) a fixed rate, (ii) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), (iii) the lesser of a specified fixed pass-through rate and the rate described in clause (ii) above or (iv) the rate described in clause (ii) above less a specified percentage. The pass-through rate for the Class X-A Certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-1 and Class A-3 Certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date. The pass-through rate for the Class X-B Certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the weighted average of the pass-through rates on the Class A-S, Class B and Class C Certificates for the related Distribution Date, weighted on the basis of their respective Certificate Balances outstanding immediately prior to that Distribution Date. The pass-through rate for the Class X-D Certificates for any Distribution Date will be a per annum rate equal to the excess, if any, of (a) the weighted average of the net mortgage rates on the mortgage loans (in each case adjusted, if necessary, to accrue on the basis of a 360-day year consisting of twelve 30-day months), over (b) the pass-through rate on the Class D Certificates for the related Distribution Date. See “Description of the Certificates—Distributions” in the Preliminary Prospectus.
■ Distribution of Principal:		On any Distribution Date prior to the Cross-Over Date, payments in respect of principal will be distributed: first, to the Class A-1 Certificates, until the Certificate Balance of such Class is reduced to zero, second, to the Class A-3 Certificates, until the Certificate Balance of such Class is reduced to zero and then to the Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates, in that order, until the Certificate Balance of each such Class is reduced to zero. On any Distribution Date on or after the Cross-Over Date, payments in respect of principal will be distributed to the Class A-1 and Class A-3 Certificates, pro rata based on the Certificate Balance of each such Class until the Certificate Balance of each such Class is reduced to zero. The “Cross-Over Date” means the Distribution Date on which the aggregate Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates have been reduced to zero as a result of the allocation of realized losses to such Classes. The Class X-A, Class X-B and Class X-D Certificates (the “Class X Certificates”) will not be entitled to receive distributions of principal; however, the notional amount of the Class X-A

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	16

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

		Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class A-1 and Class A-3 Certificates, the notional amount of the Class X-B Certificates will be reduced by the aggregate amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class A-S, Class B and Class C Certificates, and the notional amount of the Class X-D Certificates will be reduced by the amount of principal distributions, realized losses and trust fund expenses, if any, allocated to the Class D Certificates.
■ Yield Maintenance / Fixed Penalty Allocation:		If any yield maintenance charge or prepayment premium is collected during any particular collection period with respect to any mortgage loan, then on the Distribution Date corresponding to that collection period, the Certificate Administrator will pay that yield maintenance charge or prepayment premium (net of liquidation fees or workout fees payable therefrom) in the following manner: (1) to each of the Class A-1, Class A-3, Class A-S, Class B, Class C, Class D and Class E-RR Certificates, the product of (a) the yield maintenance charge or prepayment premium, (b) the related Base Interest Fraction (as defined in the Preliminary Prospectus) for such Class, and (c) a fraction, the numerator of which is equal to the amount of principal distributed to such Class for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, (2) to the Class X-A Certificates, the excess, if any, of (a) the product of (i) such yield maintenance charge or prepayment premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-1 and Class A-3 Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class A-1 and Class A-3 Certificates as described above, (3) to the Class X-B Certificates, the excess, if any, of (a) the product of (i) such yield maintenance premium charge or prepayment premium and (ii) a fraction, the numerator of which is equal to the amount of principal distributed to the Class A-S, Class B and Class C Certificates for that Distribution Date, and the denominator of which is the total amount of principal distributed to all the Principal Balance Certificates for that Distribution Date, over (b) the amount of such yield maintenance charge or prepayment premium distributed to the Class A-S, Class B and Class C Certificates as described above, (4) to the Class X-D Certificates, any remaining portion of such yield maintenance charges or prepayment premiums not distributed as described pursuant to clauses (1) through (3) above and (5) after the Certificate Balances or Notional Amounts, as applicable, of the Class A-1, Class A-3, Class X-A, Class X-B, Class X-D, Class A-S, Class B, Class C, Class D and Class E-RR certificates have been reduced to zero, to each of the Class F-RR, Class G-RR, Class H-RR and Class J-RR certificates, the product of (a) such Yield Maintenance Charge or Prepayment Premium, and (b) a fraction, the numerator of which is equal to the amount of principal distributed to such class for that Distribution Date, and the denominator of which is the total amount of principal distributed to all Principal Balance Certificates for that Distribution Date. No yield maintenance charges or prepayment premiums will be distributed to the Class R Certificates.
■ Realized Losses:		On each Distribution Date, the losses on the mortgage loans will be allocated first to the Class J-RR, Class H-RR, Class G-RR, Class F-RR, Class E-RR, Class D, Class C, Class B and Class A-S Certificates, in that order, in each case until the Certificate Balance of all such Classes have been reduced to zero, and then, to the Class A-1 and Class A-3 Certificates, pro rata, based on the Certificate Balance of each such Class, until the Certificate Balance of each such Class has been reduced to zero. The notional amounts of the Class X-A, Class X-B and Class X-D Certificates will be reduced by the aggregate amount of realized losses allocated to Certificates that are components of the notional amounts of the Class X-A, Class X-B and Class X-D Certificates, respectively. Losses on each pari passu Whole Loan will be allocated, pro rata, between the related mortgage loan and the related Pari Passu Companion Loan(s), based upon their respective principal balances.
■ Interest Shortfalls:		A shortfall with respect to the amount of available funds distributable in respect of interest can result from, among other sources: (a) delinquencies and defaults by borrowers; (b) shortfalls resulting from the application of appraisal reductions to reduce P&I Advances; (c) shortfalls resulting from the payment of interest on Advances made by the Master Servicer, the Special Servicer or the Trustee; (d) shortfalls resulting from the payment of Special Servicing Fees and other additional compensation that the Special Servicer is entitled to receive; (e) shortfalls resulting from extraordinary expenses of the trust, including indemnification payments payable to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	17

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

		Trustee, the Operating Advisor and the Asset Representations Reviewer; (f) shortfalls resulting from a modification of a mortgage loan’s interest rate or principal balance; and (g) shortfalls resulting from other unanticipated or default-related expenses of the trust. Any such shortfalls that decrease the amount of available funds distributable in respect of interest to the Certificateholders will reduce distributions to the classes of Certificates (other than the Class R Certificates) beginning with those with the lowest payment priorities, in reverse sequential order. See “Description of the Certificates—Distributions—Priority of Distributions” in the Preliminary Prospectus.
■ Appraisal Reduction Amounts:		With respect to mortgage loans serviced under the Pooling and Servicing Agreement, upon the occurrence of certain trigger events with respect to a mortgage loan, which are generally tied to certain events of default under the related mortgage loan documents, the Special Servicer will be obligated to obtain an appraisal of the related mortgaged property and the Special Servicer will calculate the Appraisal Reduction Amount. The “Appraisal Reduction Amount” is generally the amount by which the current principal balance of the related mortgage loan or Serviced Whole Loan, plus outstanding advances, real estate taxes, unpaid servicing fees and certain similar amounts exceeds the sum of (a) 90% of the appraised value of the related mortgaged property and (b) the amount of any escrows, letters of credit and reserves; over the sum as of the due date in the month of the date of determination of (a) to the extent not previously advanced, unpaid interest at the mortgage rate, (b) all P&I Advances on the Mortgage Loan and all servicing advances on the related Mortgage Loan or Serviced Whole Loan not reimbursed from the proceeds and interest on those advances, and (c) all due and unpaid real estate taxes, insurance premiums, ground rents, unpaid special servicing fees and other amounts due and unpaid. With respect to the Non-Serviced Whole Loans, any Appraisal Reduction Amount will be similarly determined pursuant to the related lead securitization trust and servicing agreement or pooling and servicing agreement, as applicable, under which the non-serviced whole loan is serviced. In general, any Appraisal Reduction Amounts that are allocated to the mortgage loans are notionally allocated to reduce, in reverse sequential order, the Certificate Balance of each Class of Principal Balance Certificates (other than the Class A-1 and Class A-3 Certificates) beginning with the Class J-RR Certificates for certain purposes, including certain voting rights and the determination of the controlling class and the determination of an Operating Advisor Consultation Event. As a result of calculating one or more Appraisal Reduction Amounts (and, in the case of any Whole Loan, to the extent allocated in the related mortgage loan), the amount of any required P&I Advance will be reduced, which will have the effect of reducing the amount of interest available to the most subordinate Class of Certificates then-outstanding (i.e., first, to the Class J-RR Certificates; second, to the Class H-RR Certificates; third, to the Class G-RR Certificates, fourth to the Class F-RR Certificates, fifth, to the Class E-RR Certificates; sixth, to the Class D Certificates; seventh, to the Class C Certificates, eighth, to the Class B Certificates; ninth, to the Class A-S Certificates, and finally, pro rata based on their respective interest entitlements, to the Senior Certificates). With respect to each Serviced Whole Loan, the Appraisal Reduction Amount is notionally allocated pro rata, between the related mortgage loan and any related serviced pari passu companion loan(s), based upon their respective principal balances.
■ Master Servicer Advances:		The Master Servicer will be required to advance certain delinquent scheduled mortgage loan payments of principal and interest and certain servicing advances, in each case, to the extent the Master Servicer deems such advances to be recoverable. With respect to any Non-Serviced Whole Loan, the master servicer or trustee, as applicable, under the related lead securitization servicing agreement will have the primary obligation to make any required servicing advances with respect to such Non-Serviced Whole Loan.
■ Whole Loans:		Each of the mortgaged properties identified above under “Collateral Characteristics—Pari Passu Companion Loan Summary” secures both a mortgage loan to be included in the trust fund and one or more other mortgage loans that will not be included in the trust fund, each of which will be pari passu in right of payment with the mortgage loan included in the trust fund. We refer to each such group of mortgage loans as a “whole loan”. Such “—Pari Passu Companion Loan Summary” section includes further information regarding the various notes in each whole loan, the holders of such notes, the lead servicing agreement for each such whole loan, and the master servicer and special servicer under such lead servicing agreement. See “Description of the Mortgage Pool—The Whole Loans” in the Preliminary Prospectus.
■ Liquidated Loan Waterfall:		On liquidation of any mortgage loan, all net liquidation proceeds related to the mortgage loan will be applied (after reimbursement of advances and certain trust fund expenses) first, as a recovery

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	18

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

of accrued interest, other than delinquent interest that was not advanced as a result of Appraisal Reduction Amounts, second, as a recovery of principal until all principal has been recovered, and then as a recovery of delinquent interest that was not advanced as a result of Appraisal Reduction Amounts. Please see “Description of the Certificates—Distributions—Application Priority of Mortgage Loan Collections or Whole Loan Collections” in the Preliminary Prospectus.

■ Sale of Defaulted Loans and REO Properties:

The Special Servicer is required to use reasonable efforts to solicit offers for any defaulted loan or REO property (other than a non-serviced mortgage loan) if the Special Servicer determines that no satisfactory arrangements can be made for collection of delinquent payments and a sale would be in the best economic interests of the certificateholders (or, in the case of any Serviced Whole Loan, the certificateholders and any holders of the related Serviced Companion Loans, as a collective whole, taking into account the pari passu nature of any related Serviced Companion Loan), on a net present value basis.

In the case of each non-serviced mortgage loan, under certain circumstances permitted under the related intercreditor agreement, to the extent that such non-serviced mortgage loan is not sold together with the related non-serviced companion loan by the special servicer for the related Non-Serviced Whole Loans, the Special Servicer will be entitled to sell (with the consent of the Directing Certificateholder if no Control Termination Event has occurred and is continuing, with respect to any mortgage loan other than an Excluded Loan) such non-serviced mortgage loan if it determines in accordance with the Servicing Standard that such action would be in the best interests of the certificateholders.

The Special Servicer is generally required to accept the highest cash offer received from any person for any defaulted loan or REO property in an amount at least equal to par plus accrued interest plus all other outstanding amounts due under such mortgage loan and any outstanding expenses of the trust relating to such mortgage loan (the “Par Purchase Price”) except as described in the Preliminary Prospectus.

With respect to the Serviced Whole Loans, any such sale of the related defaulted loan is required to also include the related Pari Passu Companion Loans, if any, and the prices will be adjusted accordingly.

With respect to the mortgage loans that have mezzanine debt or permit mezzanine debt in the future, the mezzanine lenders may have the option to purchase the related mortgage loan after certain events of default under such mortgage loan.

The Directing Certificateholder will not have a right of first refusal to purchase a defaulted loan.

If the Special Servicer does not receive a cash offer at least equal to the Par Purchase Price, the Special Servicer may purchase the defaulted loan at the Par Purchase Price or accept the first cash offer received from any person that is determined to be a fair price and will be required to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained pursuant to the Pooling and Servicing Agreement within the prior 3 months), among other factors, the period and amount of the occupancy level and physical condition of the related mortgaged property and the state of the local economy for such defaulted loan or REO property, if the highest offeror is a person other than a party to the Pooling and Servicing Agreement, the Directing Certificateholder, any sponsor, any borrower, any manager of a mortgaged property, any independent contractor engaged by the Special Servicer or any known affiliate, with respect to a defaulted whole loan, the depositor, Master Servicer, Special Servicer (or independent contractor engaged by the Special Servicer) or the trustee for the securitization of a Companion Loan and each holder of any related Companion Loan or mezzanine loan (but only with respect to the related mortgage loan), or any known affiliate of any such person (each, an “Interested Person”). If the highest offer is made by an Interested Person, the Trustee will determine (unless (i) the offer is equal to or greater than the Par Purchase Price and (ii) the offer is the highest offer received) (based upon the most recent appraisal or updated appraisal conducted in accordance with the terms of the Pooling and Servicing Agreement) whether the offer constitutes a fair price for the defaulted loan or REO property provided that no offer from an Interested Person will constitute a fair price unless (A) it is the highest offer received and (B) at least two other offers are received from independent third parties, and the Trustee may conclusively rely on the opinion of an independent appraiser or other independent expert retained by the Trustee in connection with making such determination. Neither the Trustee nor any of its affiliates may make an offer for or purchase any specially serviced mortgage loan or REO property.

If the Special Servicer does not receive any offers that are at least equal to the Par Purchase Price, the Special Servicer is not required to accept the highest offer and may accept a lower offer for a defaulted loan or REO property if the Special Servicer determines in consultation with the Directing Certificateholder (unless a Consultation Termination Event has occurred and is

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	19

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

continuing), other than with respect to any Excluded Loan, in accordance with the Servicing Standard (and subject to the requirements of any related intercreditor agreement), that a rejection of such offer would be in the best interests of the certificateholders and, with respect to any Serviced Whole Loan, the holder of the related Companion Loans, as a collective whole, as if such certificateholders and, if applicable, the related Companion Loan Holder(s) constituted a single lender, and taking into account the pari passu nature of any related Companion Loan, so long as such lower offer was not made by the Special Servicer or any of its affiliates. If title to any mortgaged property is acquired by the trust fund, the Special Servicer will be required to sell such mortgaged property prior to the close of the third calendar year beginning after the year of acquisition, unless (a) the IRS grants or has not denied an extension of time to sell such mortgaged property or (b) the Special Servicer, Trustee and the Certificate Administrator receive an opinion of independent counsel to the effect that the holding of the property by the trust longer than the above-referenced three-year period will not result in the imposition of a tax on either REMIC of the trust fund or cause either REMIC of the trust fund to fail to qualify as a REMIC.

The foregoing applies to mortgage loans serviced under the Pooling and Servicing Agreement. With respect to each Non-Serviced Whole Loan, if the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, determines to sell the related Companion Loan(s) as described above, then the applicable special servicer will be required to sell the related non-serviced mortgage loan included in the BBCMS 2024-5C25 trust and the related Companion Loan(s), as a single loan. In connection with any such sale, the then-applicable special servicer will be required to follow procedures substantially similar to those set forth above.

■ Control Eligible Certificates:

Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates.

■ Control Rights:

The Control Eligible Certificates will have certain control rights attached to them. The “Directing Certificateholder” will be (i) with respect to any Servicing Shift Mortgage Loan, the Loan-Specific Directing Certificateholder and (ii) with respect to each mortgage loan (other than a Servicing Shift Mortgage Loan and any Excluded Loan), the Controlling Class Certificateholder (or its representative) selected by more than 50% of the Controlling Class Certificateholders by Certificate Balance, as determined by the certificate registrar from time to time; provided, however, that (1) absent that selection, (2) until a Directing Certificateholder is so selected or (3) upon receipt of a notice from a majority of the Controlling Class Certificateholders that a Directing Certificateholder is no longer designated, the Controlling Class Certificateholder that owns the largest aggregate Certificate Balance of the Controlling Class (or its representative) will be the Directing Certificateholder; provided, however, that in the case of this clause (3), in the event no one holder owns the largest aggregate Certificate Balance of the Controlling Class, then there will be no Directing Certificateholder until appointed in accordance with the terms of the Pooling and Servicing Agreement. With respect to any mortgage loan (other than any non-serviced mortgage loan or any Excluded Loan or any Servicing Shift Whole Loans), unless a Control Termination Event has occurred and is continuing, the Directing Certificateholder will be entitled to direct the Special Servicer to take, or refrain from taking, certain actions with respect to such mortgage loan. Furthermore, the Directing Certificateholder will also have the right to receive notice and provide consent with respect to certain material actions that the Master Servicer and the Special Servicer plan on taking with respect to a mortgage loan (other than any non-serviced mortgage loan or any Excluded Loan). With respect to any mortgage loan that has or may in the future have mezzanine debt, pursuant to the related intercreditor agreement, the related mezzanine lender may have certain consent rights with respect to certain modifications related to such mortgage loan.

A “Borrower Party” means a borrower, a mortgagor, a manager of a mortgaged property, an Accelerated Mezzanine Loan Lender, any other person controlling or controlled by or under common control with such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable, or any other person owning, directly or indirectly, 25% or more of the beneficial interests in such borrower, mortgagor, manager or Accelerated Mezzanine Loan Lender, as applicable. For purposes of this definition, “control” when used with respect to any specified person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

An “Accelerated Mezzanine Loan Lender” means a mezzanine lender under a mezzanine loan that has been accelerated or as to which foreclosure or enforcement proceedings have been commenced against the equity collateral pledged to secure such mezzanine loan.

An “Excluded Loan” means a mortgage loan or Whole Loan as to which the Directing Certificateholder would otherwise be entitled to exercise control rights (not taking into account the effect of any Control Termination Event) with respect to which, as of any date of

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	20

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

		determination, with respect to the Directing Certificateholder (except for purposes of determining whether the Servicing Shift Mortgage Loan or Servicing Shift Whole Loan is an Excluded Loan with respect to the related Loan-Specific Directing Certificateholder) or the holder of the majority of the controlling class is a Borrower Party. As of the Closing Date, it is expected that there will be no Excluded Loans in this securitization. With respect to the Serviced Whole Loans, direction, consent and consultation rights with respect to the related Whole Loan are subject to certain consultation rights of the holder of the related Pari Passu Companion Loans pursuant to the related intercreditor agreement. With respect to any Non-Serviced Whole Loan, direction, consent and consultation rights with respect to the related Whole Loan will be exercised by the directing certificateholder or controlling class representative under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable.
■ Directing Certificateholder:		3650 Real Estate Investment Trust 2 LLC or an affiliate is expected to be appointed as the initial directing certificateholder with respect to all mortgage loans (other than the Servicing Shift Mortgage Loan and any Excluded Loans).
■ Controlling Class:		The “Controlling Class” will at any date of determination be the most subordinate Class of Control Eligible Certificates then outstanding that has an aggregate Certificate Balance, as notionally reduced by any Cumulative Appraisal Reduction Amounts allocable to such Class, equal to no less than 25% of the initial Certificate Balance for such Class. Each holder of a certificate of the Controlling Class is referred to herein as a “Controlling Class Certificateholder”. The Controlling Class as of the Closing Date will be the Class J-RR Certificates; provided that if at any time the principal balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of the allocation of principal payments on the mortgage loans, then the Controlling Class will be the most subordinate Class of Control Eligible Certificates that has a certificate balance greater than zero without regard to any Cumulative Appraisal Reduction Amounts.
■ Control Termination Event:		A “Control Termination Event” will occur with respect to any mortgage loan when (i) the senior most Class of Control Eligible Certificates has a Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such class) of less than 25% of the initial Certificate Balance of that class or (ii) a holder of the senior most Class of Control Eligible Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder; provided that no Control Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class F-RR Certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided that a Control Termination Event will not be deemed continuing in the event that the Certificate Balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans. The “Cumulative Appraisal Reduction Amount” as of any date of determination and for any mortgage loan, is equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. An “AB Modified Loan” means any corrected loan (1) that became a corrected loan (which includes for purposes of this definition any non-serviced mortgage loan that became a “corrected loan” (or any term substantially similar thereto) pursuant to the trust and servicing agreement or pooling and servicing agreement, as applicable, governing such non-serviced mortgage loan) due to a modification thereto that resulted in the creation of an AB note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an A note held by the issuing entity or the original unmodified mortgage loan and (2) as to which an Appraisal Reduction Amount is not in effect. The “Collateral Deficiency Amount” means, with respect to any AB Modified Loan as of any date of determination, the excess of (i) the principal balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (ii) the sum of (in the case of a Whole Loan, solely to the extent allocable to the subject mortgage loan) (x) the most recent appraised value for the related mortgaged property or mortgaged properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the lender as of the date of such determination, any capital or additional collateral contributed by the related borrower at the time

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural Overview

		the mortgage loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related mortgaged property or mortgaged properties (provided, that in the case of a non-serviced mortgage loan, the amounts set forth in this clause (y) will be taken into account solely to the extent relevant information is received by the Special Servicer), plus (z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held by the lender in respect of such AB Modified Loan as of the date of such determination, which such excess for the avoidance of doubt, will be determined separately from and exclude any related Appraisal Reduction Amounts. Upon the occurrence and during the continuance of a Control Termination Event, the Controlling Class will no longer have any control rights. After the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will relinquish its right to direct certain actions of the Special Servicer and will no longer have consent rights with respect to certain actions that the Master Servicer or the Special Servicer plan on taking with respect to a mortgage loan. Following the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will retain consultation rights with the Special Servicer with respect to certain material actions that the Special Servicer plans on taking with respect to any mortgage loan other than an Excluded Loan. Such consultation rights will continue until the occurrence of a Consultation Termination Event.
■ Consultation Termination Event:		A “Consultation Termination Event” will occur when (i) there is no class of Control Eligible Certificates that has a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of that class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts or (ii) a holder of the Class F-RR Certificates is the majority Controlling Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated to a successor controlling class certificateholder pursuant to the terms of the Pooling and Servicing Agreement; provided, that no Consultation Termination Event resulting solely from the operation of clause (ii) will be deemed to have existed or be in continuance with respect to a successor holder of the Class F-RR certificates that has not irrevocably waived its right to exercise any of the rights of the Controlling Class Certificateholder; provided, further, that a Consultation Termination Event will not be deemed to be continuing (other than with respect to a Consultation Termination Event pursuant to clause (ii)) if the Certificate Balances of the certificates other than the Control Eligible Certificates have been reduced to zero as a result of principal payments on the mortgage loans. Upon the occurrence of a Consultation Termination Event, there will be no Class of Certificates that will act as the Controlling Class and the Directing Certificateholder will have no rights under the Pooling and Servicing Agreement, other than those rights generally available to all certificateholders.
■ Operating Advisor Consultation Event:		An “Operating Advisor Consultation Event” will occur when the Certificate Balances of the Class E-RR, Class F-RR, Class G-RR, Class H-RR and Class J-RR Certificates in the aggregate (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of such classes) is 25% or less of the initial Certificate Balances of such classes in the aggregate.
■ Appraised-Out Class:		A Class of Control Eligible Certificates that has been determined, as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such Class, to no longer be the Controlling Class.
■ Remedies Available to Holders of an Appraised-Out Class:		Holders of the majority of any Class of Control Eligible Certificates that are determined at any date of determination to no longer be the Controlling Class as a result of Appraisal Reduction Amounts or Collateral Deficiency Amounts allocable to such class will have the right, at their sole expense, to require the Special Servicer to order a supplemental appraisal report from an MAI appraiser (selected by the Special Servicer) for any mortgage loan (or Serviced Whole Loan) that results in the Class becoming an Appraised-Out Class. Upon receipt of that supplemental appraisal, the Special Servicer will be required to determine, in accordance with the Servicing Standard, whether, based on its assessment of the supplemental appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted, and if so warranted, and will be required to recalculate the Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based on the supplemental appraisal and if required by such recalculation, the Appraised-Out Class will be reinstated as the Controlling Class. The holders of an Appraised-Out Class requesting a supplemental appraisal will be entitled to continue to exercise the rights of the Controlling Class until 10 days following their receipt of written notice of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable), unless the requesting holders provide written notice

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

of their intent to challenge such Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) to the Special Servicer and the Certificate Administrator within such 10-day period. If the requesting holders provide this notice, then the Appraised-Out Class will be entitled to continue to exercise the rights of the Controlling Class until the earliest of (i) 120 days following the related Appraisal Reduction Event, unless the Special Servicer provides the second appraisal within such 120-day period, (ii) the determination by the Special Servicer that a recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount (as applicable) is not warranted or that such recalculation does not result in the Appraised-Out Class remaining the Controlling Class and (iii) the occurrence of a Consultation Termination Event.

■ Operating Advisor:

The Operating Advisor will initially be Pentalpha Surveillance LLC. The Operating Advisor will have certain review and consultation rights relating to the performance of the Special Servicer and with respect to its actions taken in connection with the resolution and/or liquidation of specially serviced loans. With respect to each mortgage loan (other than a non-serviced mortgage loan) or Serviced Whole Loan, the Operating Advisor will be responsible for:

● reviewing the actions of the Special Servicer with respect to any Specially Serviced Loan;

● reviewing (i) all reports by the Special Servicer made available to Privileged Persons on the Certificate Administrator’s website and (ii) each Asset Status Report (as defined in the Preliminary Prospectus) (after the occurrence and during the continuance of an Operating Advisor Consultation Event) and Final Asset Status Report;

● recalculating and reviewing for accuracy and consistency with the Pooling and Servicing Agreement the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with Appraisal Reduction Amounts, Collateral Deficiency Amounts, Cumulative Appraisal Reduction Amounts and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan; and

● preparing an annual report (if any mortgage loan (other than any non-serviced mortgage loan) or Serviced Whole Loan was a Specially Serviced Loan at any time during the prior calendar year or an Operating Advisor Consultation Event occurred during the prior calendar year) that sets forth whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance with the Servicing Standard with respect to its performance of its duties under the Pooling and Servicing Agreement with respect to Specially Serviced Loans (and, after the occurrence and continuance of an Operating Advisor Consultation Event (as defined below), with respect to major decisions on non-Specially Serviced Loans) during the prior calendar year on an “trust-level basis”. The Operating Advisor will identify (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith, the Special Servicer has failed to comply with and (2) any material deviations from the Special Servicer’s obligations under the Pooling and Servicing Agreement with respect to the resolution or liquidation of any Specially Serviced Loan or REO Property (other than with respect to any REO Property related to any Non-Serviced Mortgage Loan). In preparing any Operating Advisor Annual Report (as defined in the Preliminary Prospectus), the Operating Advisor will not be required to report on instances of non-compliance with, or deviations from, the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing Agreement that the Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial.

With respect to each mortgage loan (other than any non-serviced mortgage loan) or Serviced Whole Loan, after the Operating Advisor has received notice that an Operating Advisor Consultation Event has occurred and is continuing, in addition to the duties described above, the Operating Advisor will be required to perform the following additional duties:

● to consult (on a non-binding basis) with the Special Servicer in respect of Asset Status Reports and

● to consult (on a non-binding basis) with the Special Servicer to the extent it has received a Major Decision Reporting Package with respect to Major Decisions processed by the Special Servicer.

In addition, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer is not performing its duties as required under the Pooling and Servicing Agreement or is otherwise not acting in accordance with the Servicing Standard and (2) the replacement of the Special Servicer would be in the best interest of the certificateholders as a collective whole, then, the Operating Advisor will have the right to

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural Overview

recommend the replacement of the Special Servicer and will submit its formal recommendation to the Trustee and the Certificate Administrator (along with its rationale, its proposed replacement special servicer and other relevant information justifying its recommendation).

The Operating Advisor’s recommendation to replace the Special Servicer must be confirmed by an affirmative vote of holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders (which, for this purpose, is the holders of Principal Balance Certificates that (i) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (ii) consist of at least three Certificateholders or certificate owners that are not affiliated with each other). In the event the holders of Principal Balance Certificates evidencing at least a majority of a quorum of certificateholders elect to remove and replace the Special Servicer (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer to the Certificate Administrator’s website), the Certificate Administrator will be required to receive a Rating Agency Confirmation from each of the Rating Agencies at that time.

■ Replacement of Operating Advisor:

The Operating Advisor may be terminated or removed under certain circumstances and a replacement operating advisor appointed as described in the Preliminary Prospectus.

If a Consultation Termination Event has occurred and is continuing, the Operating Advisor may be removed and replaced without cause upon the affirmative direction of certificate owners holding at least 75% of the voting rights of all Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts), following a proposal from certificate owners holding not less than 25% of the voting rights of all Certificates (taking into account the application of Cumulative Appraisal Reduction Amounts). The certificateholders who initiate a vote on a termination and replacement of the Operating Advisor without cause must cause the Rating Agencies to confirm the then-current ratings of the certificates (or decline to review the matter) and cause the payment of the fees and expenses incurred in the replacement.

Any replacement operating advisor (or the personnel responsible for supervising the obligations of the replacement operating advisor) must be an entity (A) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which any of the Rating Agencies has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction publicly citing servicing concerns with the operating advisor in its capacity as special servicer or operating advisor on such commercial mortgage-backed securities transaction as the sole or a material factor in such rating action; (B) that can and will make the representations and warranties of the operating advisor set forth in the Pooling and Servicing Agreement; (C) that is not (and is not affiliated (including Risk Retention Affiliated) with) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, the Directing Certificateholder, the Third-Party Purchaser, a depositor, a trustee, a certificate administrator, a master servicer or special servicer with respect to the securitization of a Companion Loan, or any of their respective affiliates (including Risk Retention Affiliates); (D) that has not been paid by any Special Servicer or successor special servicer any fees, compensation or other remuneration (x) in respect of its obligations under the Pooling and Servicing Agreement or (y) for the appointment or recommendation for replacement of a successor special servicer to become the Special Servicer; (E) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and that has at least five years of experience in collateral analysis and loss projections and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets and (F) that does not directly or indirectly, through one or more affiliates or otherwise, own or have derivative exposure in any interest in any certificates, any mortgage loan, any companion loan or securities backed by a companion loan or otherwise have any financial interest in the securitization transaction to which the Pooling and Servicing Agreement relates, other than in fees from its role as operating advisor and asset representations reviewer (to the extent it also acts as the asset representations reviewer). Any Operating Advisor is prohibited from making an investment in any Class of Certificates in the Trust as described in the Preliminary Prospectus.

“Risk Retention Affiliate” or “Risk Retention Affiliated” means “affiliate of” or “affiliated with”, as such terms are defined in 17 C.F.R. 246.2 of the Credit Risk Retention Rules.

■ Asset Representations Reviewer:

The Asset Representations Reviewer will be required to review certain delinquent mortgage loans after a specified delinquency threshold has been exceeded and notification from the Certificate Administrator that the required percentage of Certificateholders have voted to direct a review of such delinquent mortgage loans. An “Asset Review Trigger” will occur when

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

either (1) mortgage loans with an aggregate outstanding principal balance of 25.0% or more of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable collection period are Delinquent Loans (2)(A) prior to and including the second anniversary of the Closing Date at least 10 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable collection period or (B) after the second anniversary of the Closing Date, at least 15 mortgage loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 20.0% of the aggregate outstanding principal balance of all of the mortgage loans (including any REO Loans (or a portion of any REO Loan in the case of a Whole Loan)) held by the issuing entity as of the end of the applicable collection period.

Following the determination that an Asset Review Trigger has occurred, the Certificate Administrator will include in the Form 10-D relating to the distribution period in which the Asset Review Trigger occurred a description of the events that caused the Asset Review Trigger to occur. Once an Asset Review Trigger has occurred, Certificateholders evidencing not less than 5% of the Voting Rights may deliver to the Certificate Administrator a written direction requesting a vote on whether to commence an Asset Review (as defined in the Preliminary Prospectus) within 90 days after the filing of the Form 10-D reporting the occurrence of the Asset Review Trigger (an “Asset Review Vote Election”). If directed by such Certificateholders, a vote of all Certificateholders will commence and an Asset Review will occur if more than a majority of Certificateholders voting (assuming Certificateholders representing a minimum of 5% of the Voting Rights respond) vote affirmatively within 150 days of the Asset Review Vote Election. If the vote does not come to pass within such 150-day period, then no further votes will occur unless and until (A) an additional mortgage loan becomes a Delinquent Loan after the expiration of such 150 day period, (B) a new Asset Review Trigger occurs or an Asset Review Trigger is otherwise in effect, (C) Certificateholders representing 5% of the Voting Rights again elect to cause a vote of all the Certificateholders and (D) such vote has occurred within 150 after the election described in clause (C) above.

■ Replacement of the Asset Representations Reviewer:

The Asset Representations Reviewer may be terminated and replaced without cause. Upon (i) the written direction of Certificateholders evidencing not less than 25% of the Voting Rights (without regard to the application of any Cumulative Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer (as defined in the Preliminary Prospectus), and (ii) payment by such holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator will promptly provide notice to all Certificateholders and the Asset Representations Reviewer of such request by posting such notice on its internet website and by mailing to all Certificateholders and the Asset Representations Reviewer. Upon the written direction of Certificateholders evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Cumulative Appraisal Reduction Amounts), the Trustee will terminate all of the rights and obligations of the Asset Representations Reviewer under the Pooling and Servicing Agreement by written notice to the Asset Representations Reviewer, and the proposed successor asset representations reviewer will be appointed.

■ Appointment and Replacement of Special Servicer:

The Directing Certificateholder will appoint the initial Special Servicer as of the Closing Date. Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer may generally be replaced at any time and without cause by the Directing Certificateholder.

If the Special Servicer obtains knowledge that it has become a Borrower Party with respect to any mortgage loan or Serviced Whole Loan (any such mortgage loan or Serviced Whole Loan, an “Excluded Special Servicer Loan”), the Special Servicer will be required to resign as Special Servicer of that Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if the applicable Excluded Special Servicer Loan is not also an Excluded Loan as to the Directing Certificateholder, the Directing Certificateholder will be required to select a successor special servicer that is not a Borrower Party in accordance with the terms of the Pooling and Servicing Agreement (an “Excluded Special Servicer”) for the related Excluded Special Servicer Loan. After the occurrence and during the continuance of a Control Termination Event or if at any time the applicable Excluded Special Servicer Loan is also an Excluded Loan as to the Directing Certificateholder, the resigning Special Servicer will be required to use commercially reasonable efforts to appoint the Excluded Special Servicer.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

		Upon the occurrence and during the continuance of a Control Termination Event, the Directing Certificateholder will no longer have the right to replace the Special Servicer and such replacement will occur based on a vote of holders of all voting eligible Classes of Certificates as described below. The Operating Advisor may also recommend the replacement of the Special Servicer at any time as described in “Operating Advisor” above.
■ Replacement of Special Servicer by Vote of Certificateholders:		After the occurrence and during the continuance of a Control Termination Event that relates to any mortgage loan, and upon (a) the written direction of holders of the Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balances of Classes to which such Cumulative Appraisal Reduction Amounts are allocable) of the Principal Balance Certificates requesting a vote to replace the Special Servicer with a replacement special servicer, (b) payment by such requesting holders to the Certificate Administrator of all reasonable fees and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of written confirmations from each Rating Agency that the appointment of such replacement special servicer will not result in a downgrade, withdrawal or qualification of the Certificates (which confirmations will be obtained at the expense of such holders) and confirmation from the applicable rating agencies that the contemplated appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of any class of any related securities, the Certificate Administrator will be required to post such notice on its Internet website, and by mail conduct the solicitation of votes of all Certificates in such regard, which such vote must occur within 180 days of the posting of such notice. Upon the written direction of holders of Principal Balance Certificates evidencing at least 66-2/3% of a Certificateholder Quorum, the Trustee will immediately replace the Special Servicer with a qualified replacement special servicer designated by such holders of Certificates. A “Certificateholder Quorum” means, in connection with any solicitation of votes in connection with the replacement of the Special Servicer or the Asset Representations Reviewer described above, the holders of Certificates evidencing at least 50% of the aggregate Voting Rights (taking into account the application of realized losses and, other than with respect to the termination of the Asset Representations Reviewer, the application of any Cumulative Appraisal Reduction Amounts to notionally reduce the Certificate Balance of the Certificates) of all Principal Balance Certificates on an aggregate basis. With respect to each Serviced Whole Loan, the holders of the related Pari Passu Companion Loans, under certain circumstances following a servicer termination event with respect to the Special Servicer, will be entitled to direct the Trustee (and the Trustee will be required) to terminate the Special Servicer solely with respect to such Serviced Whole Loan. A replacement special servicer will be selected by the Trustee or, prior to a Control Termination Event, by the Directing Certificateholder; provided, however, that any successor special servicer appointed to replace the Special Servicer with respect to such Whole Loan can generally not be the person (or its affiliate) that was terminated at the direction of the holder of the related Pari Passu Companion Loan.
		With respect to any Non-Serviced Whole Loan, the BBCMS 2024-5C25 trust as holder of the related mortgage loan has similar termination rights in the event of a servicer termination event with respect to the special servicer under the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, as described above, which may be exercised by the Directing Certificateholder prior to the Control Termination Event. However, the successor special servicer will be selected pursuant to the applicable trust and servicing agreement or pooling and servicing agreement, as applicable, by the related directing holder prior to a control event under such trust and servicing agreement or pooling and servicing agreement, as applicable. The Master Servicer and Special Servicer are entitled to certain fees in connection with the servicing and administration of the mortgage loans as more fully described in “Pooling and Servicing Agreement—Servicing and Other Compensation and Payment of Expenses” in the Preliminary Prospectus.
■ Dispute Resolution Provisions:		Each Mortgage Loan Seller will be subject to the dispute resolution provisions set forth in the Pooling and Servicing Agreement to the extent those provisions are triggered with respect to any mortgage loan sold to the Depositor by a Mortgage Loan Seller and such Mortgage Loan Seller will be obligated under the related mortgage loan purchase agreement to comply with all applicable provisions and to take part in any mediation or arbitration proceedings that may result.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

Generally, in the event that a request to repurchase a mortgage loan (a “Repurchase Request”) is not “Resolved” (as defined below) within 180 days after the related Mortgage Loan Seller receives such Repurchase Request (a “Resolution Failure”), then the Enforcing Servicer (as defined below) will be required to send a notice to the “Initial Requesting Certificateholder” (if any) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate Owner may deliver a written notice to the Enforcing Servicer indicating its intent to exercise its right to refer the matter to either mediation or arbitration.

The Enforcing Servicer will be required to consult with any Certificateholder or Certificate Owner that delivers a notice of its intent to exercise its dispute resolution rights (a “Requesting Certificateholder”) so that a Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods. If a Requesting Certificateholder elects to exercise its right to refer the matter to either mediation or arbitration, then it will become the party responsible for enforcing the Repurchase Request and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. Failure to make an election to exercise that right or failure to begin the elected form of proceedings within the certain timeframe set forth in the Pooling and Servicing Agreement will generally waive the Certificateholders’ or Certificate Owners’ rights with respect to the related Repurchase Request.

The “Enforcing Servicer” will be the Special Servicer.

“Resolved” means, with respect to a Repurchase Request, (i) that the related Material Defect has been cured, (ii) the related mortgage loan has been repurchased in accordance with the related mortgage loan purchase agreement, (iii) a mortgage loan has been substituted for the related mortgage loan in accordance with the related mortgage loan purchase agreement, (iv) the applicable Mortgage Loan Seller makes a Loss of Value Payment (as defined in the Preliminary Prospectus), (v) a contractually binding agreement is entered into between the Enforcing Servicer, on behalf of the issuing entity, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations under the related mortgage loan purchase agreement, or (vi) the related mortgage loan is no longer property of the issuing entity as a result of a sale or other disposition in accordance with the Pooling and Servicing Agreement.

■ Investor Communications:

The Certificate Administrator is required to include on any Form 10–D any request received from a Certificateholder to communicate with other Certificateholders related to Certificateholders exercising their rights under the terms of the Pooling and Servicing Agreement. Any Certificateholder wishing to communicate with other Certificateholders regarding the exercise of its rights under the terms of the Pooling and Servicing Agreement should deliver a written request signed by an authorized representative of the requesting investor to the Certificate Administrator at the address below:

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Administration Group – BBCMS Mortgage Trust 2024-5C25

With a copy to: trustadministrationgroup@computershare.com

■ Master Servicer and Special Servicer Compensation:

The Master Servicer is entitled to a fee (the “Servicing Fee”) payable monthly from interest received in respect of each mortgage loan, any related REO loan and any related Serviced Companion Loan that will accrue at the related servicing fee rate described in the Preliminary Prospectus. The Special Servicer is also entitled to a fee (the “Special Servicing Fee”) with respect to each specially serviced loan and REO loan (other than a non-serviced mortgage loan) at the special servicing fee rate described in the Preliminary Prospectus.

In addition to the Servicing Fee, Special Servicing Fee and certain other fees described below, the Master Servicer and Special Servicer are entitled to retain and share certain additional servicing compensation, including assumption application fees, assumption fees, defeasance fees and certain Excess Modification Fees and consent fees with respect to the mortgage loans.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	27

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

The Special Servicer may also be entitled to either a Workout Fee or Liquidation Fee, but not both, from recoveries in respect of any particular mortgage loan.

An “Excess Modification Fee” with respect to any mortgage loan (other than a non-serviced mortgage loan) or Serviced Whole Loan is the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a mortgage loan or Serviced Whole Loan, over (ii) all unpaid or unreimbursed additional expenses described in the Preliminary Prospectus (excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding with respect to the related mortgage loan or Serviced Whole Loan, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees as described in clause (A), which expenses have subsequently been recovered from the related borrower or otherwise.

With respect to the Master Servicer and Special Servicer, the Excess Modification Fees collected and earned by such servicer from the related borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such servicer from the related borrower within the prior 12 months of the collection of the current Excess Modification Fees) will be subject to a cap of the greater of (i) 1.00% of the outstanding principal balance of the related mortgage loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment and (ii) $25,000. A “Modification Fee” with respect to any mortgage loan (other than a non-serviced mortgage loan) or Serviced Companion Loan is generally any fee with respect to a modification, extension, waiver or amendment of any mortgage loan and/or related Serviced Companion Loan (other than all assumption fees, assumption application fees, consent fees, loan service transaction fees, defeasance fees, Special Servicing Fees, Liquidation Fees or Workout Fees).

A “Workout Fee” will generally be payable with respect to each corrected loan and will be calculated at a rate of 1.00%(or, for the Western Digital Milpitas Campus mortgage loan, not to exceed 0.50% of all principal and interest (other than default interest) received on the mortgage loan following a workout) of payments (other than penalty charges and Excess Interest) of principal and interest on the respective mortgage loan for so long as it remains a corrected loan. After receipt by the Special Servicer of Workout Fees with respect to a corrected loan in an amount equal to $25,000, any Workout Fees in excess of such amount will be reduced by the Excess Modification Fee Amount; provided that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate is less than $25,000, then the Special Servicer will be entitled to an amount from the final payment on the related corrected loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that corrected loan (including any related Serviced Companion Loan) equal to $25,000.

The “Excess Modification Fee Amount” for any corrected loan is an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related borrower with respect to the related mortgage loan (including the related Serviced Companion Loan) and received and retained by either the Master Servicer or the Special Servicer, as applicable, as additional servicing compensation within the prior 12 months of the related modification, waiver, extension or amendment resulting in the mortgage loan or REO loan being a corrected loan, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee, and only after the Special Servicer has received $25,000 in Workout Fees with respect to such Corrected Loan.

A “Liquidation Fee” will generally be payable with respect to each (i) specially serviced mortgage loan or REO property (and each related Serviced Companion Loan) for which the special servicer obtains (a) a full, partial or discounted payoff, or (b) any liquidation proceeds or insurance and condemnation proceeds, or (ii) Loss of Value Payment (as defined in the Preliminary Prospectus) or Purchase Price. The Liquidation Fee for each specially serviced mortgage loan will be payable at a rate of 1.0% (or, for the Western Digital Milpitas Campus mortgage loan, 0.50% of any liquidation proceeds) of the liquidation proceeds (exclusive of default interest); provided, however, that if such Liquidation Fee would be less than $25,000, the Liquidation Fee will be equal to the lesser of (a) 3.0% of liquidation proceeds and (b) $25,000.

The Liquidation Fees will be reduced by the amount of any Excess Modification Fees received by the Special Servicer with respect to the related mortgage loan (including a Serviced Companion Loan) or REO property as additional compensation within the prior 12 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

Similar fees to those described above will be payable to the applicable special servicer for the Non-Serviced Whole Loans under the related trust and servicing agreement or pooling and servicing agreement, as applicable.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	28

Structural and Collateral Term Sheet		BBCMS 2024-5C25
Structural Overview

Subject to certain limited exceptions, in connection with its duties under the Pooling and Servicing Agreement, the Special Servicer and its affiliates are prohibited from receiving or retaining any compensation (other than compensation specifically provided for under the Pooling and Servicing Agreement) from anyone in connection with the disposition, workout or foreclosure of any mortgage loan, the management or disposition of any REO property, or the performance of any other special servicing duties under the Pooling and Servicing Agreement. In the event the Special Servicer does receive any such compensation, it will be required to disclose those fees to the Certificate Administrator who will include it as part of the statement to Certificateholders.

In addition, no Liquidation Fee will be payable to the Special Servicer upon the purchase of any Specially Serviced Loan or an REO property that is subject to mezzanine indebtedness by the holder of the related mezzanine loan, in each case, within 90 days of such holder’s purchase option first becoming exercisable during the period prior to such Mortgage Loan becoming a Corrected Loan (as defined in the Preliminary Prospectus).

■ Deal Website:

The Certificate Administrator will maintain a deal website to which certain persons will have access to certain information including, but not limited to the following, which will be posted:

■ special notices,

■ summaries of any final asset status reports,

■ appraisals in connection with Appraisal Reduction Events (as defined in the Preliminary Prospectus) plus any second appraisals ordered,

■ an “Investor Q&A Forum,”

■ a voluntary investor registry, and

■ SEC EDGAR filings.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	29

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	30

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	31

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	GACC, Barclays	Single Asset / Portfolio:	Single Asset
Original Principal Balance⁽¹⁾:	$71,500,000	Title:	Fee
Cut-off Date Principal Balance⁽¹⁾:	$71,500,000	Property Type – Subtype:	Retail – Super Regional Mall
% of IPB:	8.1%	Net Rentable Area (SF)⁽⁵⁾:	995,900
Loan Purpose:	Refinance	Location:	Staten Island, NY
Borrowers:	GGP Staten Island Mall, LLC and Staten Island FS Anchor Parcel LLC	Year Built / Renovated:	1972 / 1993, 2018
Borrower Sponsor⁽²⁾:	BPR Nimbus LLC	Occupancy:	87.3%
Interest Rate:	7.53400%	Occupancy Date:	11/30/2023
Note Date:	1/18/2024	4^th Most Recent NOI (As of):	$30,602,548 (12/31/2020)
Maturity Date:	2/1/2029	3^rd Most Recent NOI (As of):	$23,965,918 (12/31/2021)
Interest-only Period:	60 months	2^nd Most Recent NOI (As of):	$33,279,822 (12/31/2022)
Original Term:	60 months	Most Recent NOI (As of):	$36,582,216 (TTM 10/31/2023)
Original Amortization Term:	None	UW Economic Occupancy:	87.5%
Amortization Type:	Interest Only	UW Revenues:	$63,861,272
Call Protection⁽³⁾:	L(25),D(28),O(7)	UW Expenses:	$30,795,311
Lockbox / Cash Management:	Hard / Springing	UW NOI:	$33,065,961
Additional Debt⁽¹⁾:	Yes	UW NCF:	$31,870,881
Additional Debt Balance⁽¹⁾:	$128,500,000	Appraised Value / Per SF:	$467,000,000 / $469
Additional Debt Type⁽¹⁾:	Pari Passu	Appraisal Date:	8/22/2023

Escrows and Reserves				Financial Information⁽¹⁾
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Unit:	$201
Taxes:	$0	Springing	N/A	Maturity Date Loan / Unit:	$201
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	42.8%
Replacement Reserves:	$0	Springing	$497,950	Maturity Date LTV:	42.8%
TI/LC:	$4,580,787	Springing	$1,991,800	UW NCF DSCR:	2.09x
Gap Rent:	$403,197	Springing	N/A	UW NOI Debt Yield:	16.5%
Other Reserves⁽⁴⁾:	$0	Springing	N/A

Sources and Uses
Sources	Proceeds	% of Total		Uses	Proceeds	% of Total
Whole Loan	$200,000,000	94.7	%	Loan Payoff	$204,429,707	96.8	%
Equity Contribution	11,179,744	5.3		Upfront Reserves	4,983,984	2.4
				Closing Costs	1,766,053	0.8

Total Sources	$211,179,744	100.0	%	Total Uses	$211,179,744	100.0	%

(1)

The Staten Island Mall Mortgage Loan (as defined below) is part of a whole loan that is comprised of 12 pari passu notes with an aggregate original principal balance and Cut-off Date Balance of $200,000,000 (the “Staten Island Mall Whole Loan”). The Staten Island Mall Whole Loan was co-originated by Deutsche Bank AG, New York (“DBNY”), Wells Fargo Bank, National Association (“WFBNA”) and Barclays Capital Real Estate Inc. (“Barclays”). The Financial Information in the chart above is based on the aggregate outstanding principal balance as of the Cut-off Date of the Staten Island Mall Whole Loan.

(2)

The borrower sponsor on the Staten Island Whole Loan is related to the borrower sponsor for the Jordan Creek Town Center Mortgage Loan, the Galleria at Tyler Mortgage Loan and the Kenwood Towne Centre Mortgage Loan.

(3)

The lockout period will be at least 25 payment dates beginning with and including the first payment date on March 1, 2024. Defeasance of the Staten Island Mall Whole Loan in whole (but not in part) is permitted at any time following the earlier to occur of (i) January 18, 2027 or (ii) the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized. The assumed lockout period of 25 payments is based on the expected BBCMS 2024-5C25 securitization trust closing date in March 2024. The actual lockout period may be longer.

(4)

During the continuance of an anchor tenant trigger event as defined in the Staten Island Mall loan agreement, the borrower will be required to make monthly deposits equal to the anchor tenant reserve monthly deposit as defined in the Staten Island Mall loan agreement for tenant improvements and leasing commissions, budgeted construction costs, required landlord work and other related costs associated with re-tenanting the applicable space or any other space at the Staten Island Mall Property (as defined below).

(5)

The Staten Island Mall Property is the collateral portion of a larger mall containing 1,462,822 square feet.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	32

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

The Loan. The Staten Island Mall mortgage loan (the “Staten Island Mall Mortgage Loan”) is part of a whole loan (the “Staten Island Mall Whole Loan”) that is evidenced by 12 pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $200,000,000, and accrues interest at a fixed rate of 7.53400% per annum. The Staten Island Mall Whole Loan is secured by the fee simple interest in a 995,900 square foot portion (the “Staten Island Mall Property”) of the Staten Island Mall, an enclosed, 1,462,822 square foot super-regional mall located at 2655 Richmond Avenue in Staten Island, New York (the “Staten Island Mall”). The Staten Island Mall Mortgage Loan, which is evidenced by controlling note A-2, and non-controlling notes A-4, A-5 and A-8, has an outstanding principal balance as of the Cut-off Date of $71,500,000.

The relationship between the holders of the Staten Island Mall Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Staten Island Mall Whole Loan will be serviced under the BBCMS 2024-5C25 pooling and servicing agreement. See “The Pooling and Servicing Agreement” in the Preliminary Prospectus.

The table below identifies the promissory notes that comprise the Staten Island Mall Whole Loan.

Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1	$28,500,000	$28,500,000	BMO 2024-5C3	No
A-2	$25,000,000	$25,000,000	BBCMS 2024-5C25	Yes
A-3	$15,000,000	$15,000,000	Benchmark 2024-V6⁽¹⁾	No
A-4	$11,500,000	$11,500,000	BBCMS 2024-5C25	No
A-5	$30,000,000	$30,000,000	BBCMS 2024-5C25	No
A-6	$15,000,000	$15,000,000	Benchmark 2024-V6⁽¹⁾	No
A-7	$10,000,000	$10,000,000	Benchmark 2024-V6⁽¹⁾	No
A-8	$5,000,000	$5,000,000	BBCMS 2024-5C25	No
A-9⁽²⁾	$25,000,000	$25,000,000	WFBNA	No
A-10⁽²⁾	$20,000,000	$20,000,000	WFBNA	No
A-11⁽²⁾	$10,000,000	$10,000,000	WFBNA	No
A-12⁽²⁾	$5,000,000	$5,000,000	WFBNA	No
Whole Loan	$200,000,000	$200,000,000

(1)

The Benchmark 2024-V6 transaction is expected to close on March 28, 2024.

(2)

Expected to be contributed to one or more future securitization trust(s).

The Property. The Staten Island Mall Property is a 995,900 square foot collateral portion of the Staten Island Mall, a 1,462,822 square foot super regional mall located in Staten Island, New York. Staten Island Mall was built in 1972 and is anchored by Macy’s and JCPenney (both non-collateral), along with a line-up of junior anchors including Dave & Buster’s, AMC Theatres, Primark, LIDL, and Hobby Lobby. Macy’s (289,512 square feet) and JCPenney (177,410 square feet) both own their respective boxes and are not included as part of the Staten Island Mall Property. The Staten Island Mall Property is comprised of five buildings located on 78.54 acres, has 167 tenants and has 6,900 parking spaces in total for a ratio of 4.72 spaces per 1,000 SF. In 2018, the Staten Island Mall underwent a $231 million redevelopment and expansion, which added a lifestyle component to the mall. The expansion included a new food court, new plaza area, and additional decked parking.

The Staten Island Mall benefits from being the only regional mall on Staten Island. The Staten Island Mall sees more than 12 million shoppers every year due in part to its location within an approximately 15-mile radius of every resident on the island. The Staten Island Mall Property caters to a trade area of over 485,000 people with an average household income of over $110,000. Staten Island is accessed by the nearby metropolitan areas through the Staten Island Ferry, which serves over 22 million people annually, combined with accessibility through motor traffic from New Jersey and Brooklyn.

As part of the redevelopment and expansion, the borrower sponsor executed leases with retailers such as AMC Theatres, Barnes & Noble, Dave & Busters, Chipotle, Shake Shack, Ulta Beauty, and Zara, which have helped diversify the tenant mix and product offerings at the Staten Island Mall Property. Recently, the borrower signed a new 10-year lease with Hobby Lobby, an arts and crafts retailer, which took occupancy of 42,768 square feet in June 2023. Earlier in 2023, The Mighty Crab, a Cajun seafood restaurant, opened a 5,536 square foot restaurant, adding another food offering at the Staten Island Mall Property. In addition to these newly signed leases, the borrower has signed a 10-year lease with Uniqlo to occupy 10,929 square feet, which is expected to commence in November 2024 and is included in underwritten base rent.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	33

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

As of October 31, 2023 TTM, sales for the in-line (<10,000 square feet) tenant category are $765 per square foot, with an occupancy cost ratio of 13.9%. Excluding Apple, the in-line (<10,000 square feet) tenant sales are $628 per square foot, with an occupancy cost ratio of 17.0%. The major tenants (>10,000 square feet) have experienced growth since the COVID-19 pandemic, reaching October 31, 2023 TTM sales of $37.9 million ($236 per square foot), a 5.2% increase from 2019 sales of $36.1 million ($225 per square foot).

The following table presents tenant sales history for the Staten Island Mall Property:

Historical Sales
Tenancy Type	2019 Sales	2019 PSF⁽¹⁾	2020 Sales	2020 PSF⁽¹⁾	2021 Sales	2021 PSF⁽¹⁾	2022 Sales	2022 PSF⁽¹⁾	TTM Sales⁽²⁾	TTM PSF⁽²⁾
Anchor	$19,348,080	$203	$11,665,021	$122	$4,812,283	$51	$14,946,714	$157	$18,112,475	$190
Major (> 10,000 SF)	36,053,132	$225	28,514,242	$178	27,589,556	$172	39,111,833	$244	37,935,043	$236
Inline (< 10,000 SF)⁽³⁾	198,823,588	$816	109,228,240	$435	197,610,950	$775	198,565,374	$762	197,182,104	$765
Inline (< 10,000 SF) excluding Apple	156,300,975	$654	86,304,641	$350	159,814,024	$638	160,124,694	$625	158,932,145	$628
Total Sales	$254,224,800	$509	$149,407,502	$295	$230,012,789	$450	$252,623,922	$489	$253,229,623	$493

(1)

Based on the underwritten rent roll dated November 30, 2023.

(2)

TTM is as of October 31, 2023.

(3)

Several Inline (<10,000 SF) tenants at the property do not report sales.

Major Tenants. The three largest tenants based on underwritten base rent are AMC Theatres, Zara and Primark.

AMC Theatres (54,000 square feet; 5.4% of net rentable area; 6.8% of underwritten base rent) is a large movie exhibition company in the United States and worldwide. As of year-end 2022, the company operates over 2,800 screens in over 350 European theatres along with over 7,500 screens in 586 American theatres. At the Staten Island Mall Property, AMC Theatres features 11 screens, has a lease expiration in February 2034, and produced October 31, 2023 TTM sales of $10,181,272 ($925,570 per screen), which in 2019 was $9,464,419 ($860,402 per screen). There are no termination options and there are three five-year extension options.

Zara (29,141 square feet; 2.9% of net rentable area; 5.1% of underwritten base rent): is a Spanish multi-national clothing chain with operations in over 90 countries that was founded in 1974. Headquartered in Artexio, Spain, the company acts as the flagship brand of the Inditex Group with over 547 stores in Spain, 229 stores in China, 145 stores in France and 98 stores in the United States. In May 2021, Zara expanded its product offerings with its first beauty line, Zara Beauty. At the Staten Island Mall Property, Zara has a lease expiration in April 2028. The tenant had sales of $419 PSF as of October 31, 2023 TTM. Zara has the right to terminate its lease if its net sales from the leased premises fail to exceed $12,000,000 during the measuring period beginning on the first day of the 49^th full calendar month following the date the tenant opened for business, (the “Open Date”) and ending on the last day of the 60^th full calendar month following the Open Date, upon written notice delivered on or before the 120^th day following the end of the measuring period. If such notice is given, the lease will terminate 365 days after such notice is received by the landlord. There are no extension options.

Primark (73,647 square feet; 7.4% of net rentable area; 4.9% of underwritten base rent) is an international clothing retailer headquartered in Dublin, Ireland with outlets across Europe and the United States. The company was established in 1969 in Ireland and in 2006 began expanding into the rest of Europe by opening stores in Spain, The Netherlands, Portugal, Germany, Belgium and other European countries. In 2015, the company opened its first store in the United States in Boston. The company operates with 72,000 team members in 15 countries. At the Staten Island Mall Property, Primark has occupied its 73,647 square foot location since 2017 and has a lease expiration in June 2027. Primark does not report sales. There are four five-year extension options.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	34

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

The following table presents certain information relating to the historical occupancy of the Staten Island Mall Property:

Historical and Current Occupancy⁽¹⁾
2020	2021	2022	Current⁽²⁾
83.1%	83.8%	84.0%	87.3%

(1)

Historical Occupancies are as of December 31 of each respective year, unless otherwise specified.

(2)

Based on the underwritten rent roll dated November 30, 2023.

The following table presents certain information relating to the major tenants (of which, certain tenants may have co-tenancy provisions) at the Staten Island Mall Property:

Top Tenant Summary⁽¹⁾
Tenant	Ratings Moody’s/S&P/Fitch⁽²⁾	Net Rentable Area (SF)	% of Total NRA		UW Base Rent PSF	UW Base Rent	% of Total UW Base Rent		Lease Exp. Date
Primark	NR/A/NR	73,647	7.4	%	$22.00	$1,620,234	4.9	%	6/30/2027
AMC Theatres	Caa1/CCC+/NR	54,000	5.4		41.78	2,256,000	6.8		2/28/2034
Hobby Lobby	NR/NR/NR	42,768	4.3		17.00	727,056	2.2		5/31/2033
Dave & Buster’s	NR/NR/NR	41,241	4.1		38.00	1,567,158	4.7		1/31/2033
Lidl	NR/NR/NR	37,403	3.8		42.35	1,584,017	4.8		1/31/2039
Zara⁽³⁾	NR/NR/NR	29,141	2.9		57.96	1,689,120	5.1		4/30/2028
H&M⁽⁴⁾	NR/BBB/NR	25,471	2.6		37.12	945,420	2.9		1/31/2030
The Container Store	NR/B/NR	24,075	2.4		41.80	1,006,335	3.0		2/28/2033
Barnes & Noble Bookseller	NR/NR/NR	20,084	2.0		42.50	853,570	2.6		1/31/2029
Express	NR/NR/NR	12,928	1.3		51.25	662,560	2.0		1/31/2025
Ten Largest Owned Tenants⁽⁵⁾		360,758	36.2	%	$35.79	$12,911,470	39.1	%
Remaining Owned Tenants		508,219	51.0		39.57	20,108,716	60.9
Total Occupied		868,977	87.3	%	$38.00	$33,020,186	100.0	%
Vacant Spaces (Owned Space)		126,923	12.7
Totals / Wtd. Avg. All Owned Tenants		995,900	100.0	%

(1)

Based on the underwritten rent roll dated November 30, 2023.

(2)

In certain instances, ratings provided are those of the parent company of the entity shown, whether or not the parent company guarantees the lease.

(3)

Zara has the right to terminate its lease if its net sales from the leased premises fail to exceed $12,000,000 during the measuring period beginning on the first day of the 49^th full calendar month following the date the tenant opened for business, (the “Open Date”) and ending on the last day of the 60^th full calendar month following the Open Date, upon written notice delivered on or before the 120^th day following the end of the measuring period. If such notice is given, the lease will terminate 365 days after such notice is received by the landlord.

(4)

H&M has the right to terminate its lease if its net sales from the leased premises fail to exceed (i) $6,874,269 in the fourth full lease year after the rental commencement date or (ii) $7,151,989.47 in the sixth full lease year after the rental commencement date, in each case upon not less than 365 days’ notice given within 180 days following the end of the applicable measuring period.

(5)

XXI Forever is excluded from the top ten tenants because they are not currently paying base rent.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	35

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

Top Tenants by Total Sales⁽¹⁾
Tenant Name	Tenant SF	2021 Sales	2021 Sales PSF	2022 Sales	2022 Sales PSF	TTM 10/31/2023 Sales	TTM 10/31/2023 Sales PSF	TTM 10/31/2023 Occupancy Cost
Dave & Busters	41,241	$4,585,015	$111	$6,798,354	$165	$7,931,203	$192	30.3%
AMC Theatres	54,000	$227,268	$4	$8,148,360	$151	$10,181,272	$189	22.2%
Primark	73,647	NAV	NAV	NAV	NAV	NAV	NAV	NAV
LIDL	37,403	NAV	NAV	NAV	NAV	NAV	NAV	NAV
XXI Forever	17,143	$3,181,970	$186	$2,736,207	$160	$2,339,787	$136	0.0%
H&M	25,471	$5,454,584	$214	$5,771,924	$227	$5,666,392	$222	18.8%
Ulta Beauty	10,170	$2,428,999	$239	$2,428,999	$239	$2,428,999	$239	24.4%
Uniqlo	10,929	NAV	NAV	NAV	NAV	NAV	NAV	NAV
Zara	29,141	$2,295,898	$79	$11,937,958	$410	$12,202,782	$419	14.5%
Barnes & Noble Bookseller	20,084	$2,580,992	$129	$3,766,049	$188	$3,756,858	$187	22.8%

(1)

All sales information presented herein with respect to the Staten Island Mall Property is sourced from information provided by the borrower sponsor.

The following table presents certain information relating to the lease rollover schedule at the Staten Island Mall Property:

Lease Rollover Schedule⁽¹⁾⁽²⁾
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring	UW Base Rent Expiring	% of UW Base Rent Expiring	Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative UW Base Rent Expiring	Cumulative % of UW Base Rent Expiring
Vacant	NAP	126,923	12.7%	NAP	NAP	126,923	12.7%	NAP	NAP
MTM & 2024	39	127,620	12.8	2,313,310	7.0%	254,543	25.6%	$2,313,310	7.0%
2025	38	107,281	10.8	5,059,889	15.3%	361,824	36.3%	$7,373,199	22.3%
2026	17	60,152	6.0	2,401,754	7.3%	421,976	42.4%	$9,774,953	29.6%
2027	19	142,425	14.3	4,218,491	12.8%	564,401	56.7%	$13,993,444	42.4%
2028	25	82,873	8.3	4,852,666	14.7%	647,274	65.0%	$18,846,111	57.1%
2029	10	54,184	5.4	3,371,346	10.2%	701,458	70.4%	$22,217,457	67.3%
2030	5	41,232	4.1	1,406,524	4.3%	742,690	74.6%	$23,623,981	71.5%
2031	2	1,030	0.1	85,602	0.3%	743,720	74.7%	$23,709,583	71.8%
2032	6	16,981	1.7	735,198	2.2%	760,701	76.4%	$24,444,781	74.0%
2033 & Beyond	13	235,199	23.6	8,575,405	26.0%	995,900	100.0%	$33,020,186	100.0%
Total	174	995,900	100.0%	$33,020,186	100.0%

(1)	Based on the underwritten rent roll dated November 30, 2023.

(2)	Certain tenants may have termination options that are not considered in the above lease rollover schedule.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	36

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

The following table presents certain information relating to the operating history and underwritten cash flows of the Staten Island Mall Property:

Operating History and Underwritten Net Cash Flow
	2019	2020	2021	2022	TTM 10/31/2023	Underwritten	Per Square Foot	%⁽¹⁾
Rents in Place⁽²⁾	$38,297,987	$35,160,641	$31,511,074	$33,302,007	$33,191,879	$33,020,186	$33.16	51.5	%
Rent Steps⁽³⁾	0	0	0	0	0	647,911	0.65	1.0
Vacant Income	0	0	0	0	0	9,103,273	9.14	14.2
Gross Potential Rent	$38,297,987	$35,160,641	$31,511,074	$33,302,007	$33,191,879	$42,771,370	$42.95	66.7	%
Total Reimbursements	28,837,736	26,841,040	18,268,336	19,230,163	21,224,797	21,343,090	21.43	33.3
Net Rental Income	$67,135,723	$62,001,681	$49,779,410	$52,532,170	$54,416,676	$64,114,460	$64.38	100.0	%
Other Income	9,849,626	5,151,946	8,136,933	9,628,520	9,322,478	8,850,085	8.89	13.8
(Vacancy/Credit Loss)	(448,500)	(4,564,271)	(1,862,967)	2,597,330	(1,037,038)	(9,103,273)	(9.14)	(14.2	)
Effective Gross Income	$76,536,848	$62,589,356	$56,053,376	$64,758,020	$62,702,116	$63,861,272	$64.12	99.6	%
Total Expenses⁽⁴⁾	35,170,586	31,986,808	32,087,459	31,478,198	26,119,900	30,795,311	30.92	48.2
Net Operating Income	$41,366,262	$30,602,548	$23,965,918	$33,279,822	$36,582,216	$33,065,961	$33.20	51.8	%
Total TI/LC, Capex/RR	0	0	0	0	0	1,195,080	1.20	1.9
Net Cash Flow	$41,366,262	$30,602,548	$23,965,918	$33,279,822	$36,582,216	$31,870,881	$32.00	49.9	%

(1)

% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(2)

Based on the underwritten rent roll dated November 30, 2023.

(3)

Includes underwritten rent steps through January 1, 2025.

(4)

Total Expenses include real estate taxes. Portions of the Staten Island Mall Property benefit from either a New York City Industrial and Commercial Incentive Program (“ICIP”) exemption or a New York City Industrial & Commercial Abatement Program (“ICAP”) abatement. Real estate taxes were underwritten based on the appraisal real estate taxes for the 2023/2024 tax year, less the ICIP/ICAP abatement amounts shown in the appraisal for such tax year. There is one parcel (Block 2400 Lot 77) for which real estate taxes were not underwritten as the tenant is directly responsible for taxes.

Environmental. According to the Phase I environmental assessment dated September 5, 2023, there was no evidence of any recognized environmental conditions at the Staten Island Mall Property.

The Market. The Staten Island Mall Property is located in the heart of Staten Island, New York the southernmost of New York City’s five boroughs. The Staten Mall Property is located along Richmond Avenue between Platinum Road and Richmond Hill Road in the New Springville neighborhood of Staten Island. New Springville is located within the central portion of Staten Island, which is a primary residential neighborhood with excellent access to Richmond Avenue, the prime retail / commercial area in Staten Island.

Being located in the New York City market, the Staten Island Mall Property benefits from a large local consumer base. There are a variety of large industries in Staten Island, with the top employers including Global Container Terminal, Amazon Fulfillment Center, Matrix Global Logistics Park, Pratt Mill Paper Industry, and the Corporate Park of Staten Island. Collectively, these companies employ over 25,000 people. As of 2022, within a 10 and 20 minute drive of the Staten Island Mall Property, the population was 53,743 and 390,102, respectively with an average household income of $127,282 and $121,680, respectively.

The Staten Island Mall Property is located within the New York City retail market and the Staten Island retail submarket. According to a third party report, as of December 2023, the vacancy rate in the submarket was 5.1%. The total submarket is comprised of 20,474,522 SF with only 3,015 SF currently under construction. Average rents as of December 2023 were $37.08/SF, which is a 2.7% increase from where they were a year ago. In the past three years, rents have increased a cumulative 8.3%.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	37

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

The following table presents certain information relating to competitive retail centers for the Staten Island Mall Property:

Competitive Retail Centers⁽¹⁾
Property Name	Year Built/ Renovated	GLA (SF)	Occupancy	Estimated # of Customers	Anchor / Major Tenants
Staten Island Mall	1972 / 1993, 2018	1,462,822⁽²⁾	87.3%⁽²⁾	11,800,000	AMC, Zara, Primark
Woodbridge Center	1971 / 2003	1,661,324	67.0%	6,400,000	Boscov’s, JC Penney, Macy’s
Menlo Park Mall	1960 / 2015	1,323,156	90.0%	10,400,000	Macy’s, Nordstrom, AMC
The Mills at Jersey Gardens	1999 / NAP	1,301,776	100.0%	10,100,000	Bed, Bath & Beyond, Burlington, Cohoes, Forever XXI, Lowes Cineplex, Marshalls, Neiman Marcus, Last Call Portabella, Saks Off Fifth Avenue
Newport Centre	1987 / 2002	1,149,147	92.0%	5,900,000	JCPenney, Sears, Macy’s, Kohl’s, AMC
Kings Plaza	1970 / 2018	1,146,000	99.0%	7,600,000	Lowe’s, Macy’s, Primark, Target
Wtd. Avg. Competitive Set			88.1%⁽³⁾	8,057,674⁽³⁾

(1)

Source: Appraisal, unless otherwise specified.

(2)

Based on the underwritten rent roll as of November 30, 2023. Includes 466,922 SF of non-collateral space. Occupancy for the Staten Island Mall Property is as of November 30, 2023.

(3)

Excludes subject property.

The Borrowers. The borrowers are GGP Staten Island Mall, LLC and Staten Island FS Anchor Parcel LLC, each a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Staten Island Mall Whole Loan.

The Borrower Sponsor. The non-recourse carve-out guarantor is BPR Nimbus LLC. BPR Nimbus LLC is a subsidiary of Brookfield Properties.

The non-recourse carveout guarantor’s recourse obligations with respect to bankruptcy or insolvency related events is capped at 20% of the outstanding principal balance of the Staten Island Mall Whole Loan, plus third party costs actually incurred by the lender (including reasonable attorneys’ fees and costs) in connection with collection of amounts due under the non-recourse carveout guaranty.

Brookfield Properties (“BPR”) is one of the largest fully integrated, global real estate services companies in the world with over $900 billion in assets under management. BPR ranks among the largest retail real estate companies in the United States with a portfolio of malls that spans across more than 150 retail centers, representing over 130 million SF of retail space. The company is focused exclusively on managing, leasing and redeveloping high-quality retail properties. Brookfield Properties Retail Group is headquartered in Chicago and owned by affiliates of Brookfield Asset Management (NYSE: BAM).

Property Management. The Staten Island Mall Property is managed by Brookfield Properties Retail Inc., an affiliate of the non-recourse carveout guarantor.

Escrows and Reserves. At origination, the borrowers deposited approximately $4,580,787 into a TI/LC Reserve and $403,197 into a gap rent reserve.

Tax Escrows – During the continuance of a Cash Management Period (as defined below), the borrowers are required to escrow 1/12th of the annual estimated tax payments payable during the next ensuing 12 months on a monthly basis.

Insurance Escrows – During the continuance of a Cash Management Period, the borrowers are required to escrow 1/12th of the annual estimated insurance payments on a monthly basis, unless no event of default is continuing as to which the lender has initiated an enforcement action and the Staten Island Mall Property is insured under a blanket policy meeting the requirements set forth in the related loan agreement (in which case, no insurance escrows will be required, notwithstanding the continuance of a Cash Management Period).

Replacement Reserve – During the continuance of a Cash Management Period, the borrowers are required to deposit monthly, with or on behalf of the lender, an amount equal to the gross leasable area of the Staten Island Mall Property

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	38

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

multiplied by $0.25 and divided by 12 (initially, approximately $20,748) into a replacement reserve account subject to a cap of 24 times the required monthly deposit (initially, $497,950).

TI/LC Escrows – During the continuance of a Cash Management Period (as defined below), the borrowers are required to deposit monthly, with or on behalf of the lender, an amount equal to the gross leasable area of the Staten Island Mall Property multiplied by $1.00 and divided by 12 (initially, approximately $82,992) into a replacement reserve account subject to a cap of 24 times the required monthly deposit (initially, $1,991,800).

Anchor Tenant Reserve – During the continuance of an Anchor Tenant Trigger Event (as defined below), the borrowers are required to deposit monthly an amount equal to all initial excess cash flow with respect to any particular interest period for tenant improvements and leasing commissions, budgeted construction costs, required landlord work and other related costs associated with re-tenanting the applicable space.

Lockbox / Cash Management. The Staten Island Mall Whole Loan is structured with a hard lockbox and springing cash management. All rents from the Staten Island Mall Property are required to be deposited directly into a lockbox account controlled by the lender (the “Lockbox Account”), pursuant to written instructions delivered to all tenants under leases (excluding seasonal leases and excluding tenants which have already been instructed to deposit rents into the Lockbox Account), and any rents otherwise received by borrowers or the property manager are required to be deposited into the Lockbox Account within two business days after receipt. Prior to a Cash Management Period, the borrowers may utilize the Lockbox Account as the borrowers’ operating account. During the continuance of a Cash Management Period, the borrowers will no longer have access to the Lockbox Account, and all funds deposited into the Lockbox Account are required to be swept on each business day into a deposit account controlled by the lender (the “Cash Collateral Account”), to be applied and disbursed in accordance with the Staten Island Mall Whole Loan documents, provided no Cut-off Event (as defined below) is continuing, to pay debt service, the reserves and escrows described above, budgeted operating expenses, lender-approved extraordinary expenses, and capital projects undertaken in accordance with the loan documents. During the continuance of a Cash Sweep Period, any excess cash is required to be deposited into an eligible account (the “Excess Cash Flow Reserve Account”) and held by the lender as additional security for the Staten Island Mall Whole Loan; provided, that, funds on deposit in the Excess Cash Flow Reserve Account will be made available to the borrowers for the payment of certain property-level expenses and other uses as set forth in the Staten Island Mall Whole Loan documents, including required REIT distributions in an amount up to $200,000. All sums remaining on deposit in the Excess Cash Flow Reserve Account will be disbursed to the borrowers on the earlier to occur of (i) payment in full of the debt or (ii) discontinuation of a Cash Sweep Period.

A “Cut-off Event” means the occurrence of an event of default and the earlier of (i) an enforcement action (which has not been cured) or (ii) the tendering of a deed in lieu of foreclosure.

A “Cash Management Period” will commence upon the occurrence an event of default or the debt yield dropping below 11.0% as of the end of two consecutive calendar quarters, and will cease and terminate upon (A) the date that the debt yield is equal to or in excess of 11.0% for two consecutive calendar quarters or (B) delivery to lender of debt yield cure collateral or receipt by Lender of a debt yield cure prepayment, in each case, in satisfaction of the conditions set forth in the Staten Island Mall Loan documents.

A “Cash Sweep Period” will commence upon (i) an event of default (ii) the occurrence of the debt yield dropping below 10.50% as of the end of two consecutive calendar quarters, and will cease and terminate upon (A) the date that the debt yield is equal to or in excess of 10.5% for two consecutive calendar quarters or (B) delivery to lender of debt yield cure collateral or receipt by Lender of a debt yield cure prepayment, in each case, in satisfaction of the conditions set forth in the Staten Island Mall Loan documents or (C) in the case of a Cash Sweep Period due to the occurrence of an event of default if such event of default is thereafter cured or waived.

An “Anchor Tenant Trigger Event” means any Anchor Tenant (i) has “gone dark”, (ii) is the subject of a bankruptcy proceeding, (iii) has vacated its premises (or has given written notice of its intention to vacate), (iv) has terminated, canceled or surrendered its Anchor Lease (or delivered written notice of its intent to do so), or (v) fails to renew its Anchor Lease within the applicable renewal option period provided in such Anchor Lease.

An “Anchor Tenant” means Macy’s, JCPenney or AMC Theatres.5

An “Anchor Lease” means any lease with an Anchor Tenant.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	39

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 1 – Staten Island Mall

Subordinate and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. Not Permitted.

Partial Release. Provided no event of default exists, and subject to REMIC LTV requirements, the borrowers are permitted to release or swap vacant, non-income producing and unimproved parcels (unless these requirements are waived by Lender), non-income producing parcels improved only by landscaping, or non-income producing parcels improved only by surface parking areas, and also acquire any parcels that may constitute an integral part of an individual property subject to adequate parking and other customary requirements to be set forth in the Loan Documents.

Ground Lease. None

Terrorism Insurance. The borrowers are required to obtain and maintain property insurance and business interruption insurance for 36 months. Such insurance is required to cover acts of terror or similar acts of sabotage; provided that if the Terrorism Risk Insurance Program Reauthorization Act of 2019 (as further modified, amended or extended) is no longer in effect, the borrowers will only be required to pay for terrorism insurance up to a maximum of 200% of the then annual insurance premiums payable for the Staten Island Mall Property at the time with respect to stand-alone property and business income or rental income insurance interruption policies. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	40

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	41

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	42

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

Mortgage Loan Information		Property Information
Mortgage Loan Seller:	GACC	Single Asset / Portfolio:	Single Asset
Original Principal Balance⁽¹⁾:	$65,000,000	Title:	Fee
Cut-off Date Principal Balance⁽¹⁾:	$65,000,000	Property Type – Subtype:	Hospitality – Full Service
% of IPB:	7.3%	Net Rentable Area (Rooms):	321
Loan Purpose:	Refinance	Location:	Brooklyn, NY
Borrower:	Dumbo Hotel LLC	Year Built / Renovated:	2010 / 2019
Borrower Sponsor:	Lam Group	Occupancy/ ADR / RevPAR:	89.7% / $221.35 / $198.53
Interest Rate:	7.48000%	Occupancy Date:	11/30/2023
Note Date:	1/31/2024	4^th Most Recent NOI (As of)⁽³⁾⁽⁵⁾:	$2,826,478 (12/31/2020)
Maturity Date:	2/6/2029	3^rd Most Recent NOI (As of)⁽³⁾⁽⁵⁾:	$5,893,335 (12/31/2021)
Interest-only Period:	60 months	2^nd Most Recent NOI (As of):	$10,792,801 (12/31/2022)
Original Term:	60 months	Most Recent NOI (As of):	$12,774,618 (TTM 11/30/2023)
Original Amortization Term:	None	UW Occupancy/ADR/RevPAR:	89.7% / $221.35 / $198.53
Amortization Type:	Interest Only	UW Revenues:	$23,670,992
Call Protection⁽²⁾:	L(25),D(28),O(7)	UW Expenses:	$11,267,781
Lockbox / Cash Management:	Hard / Springing	UW NOI:	$12,403,211
Additional Debt⁽¹⁾:	Yes	UW NCF:	$11,456,371
Additional Debt Balance⁽¹⁾:	$20,000,000	Appraised Value / Per Room:	$145,000,000 / $451,713
Additional Debt Type⁽¹⁾:	Pari Passu	Appraisal Date:	12/19/2023

Escrows and Reserves				Financial Information⁽¹⁾
	Initial	Monthly	Initial Cap	Cut-off Date Loan / Room:	$264,798
Taxes:	$11,334	$4,054	N/A	Maturity Date Loan / Room:	$264,798
Insurance:	$66,500	Springing	N/A	Cut-off Date LTV:	58.6%
Replacement Reserves:	$0	4% of Gross Revenue	N/A	Maturity Date LTV:	58.6%
TI/LC:	$0	$0	N/A	UW NCF DSCR:	1.78x
Deferred Maintenance:	$10,313	$0	N/A	UW NOI Debt Yield:	14.6%
Other⁽⁴⁾:	$0	Springing	N/A

Sources and Uses
Sources	Proceeds	% of Total	Uses	Proceeds	% of Total
Whole Loan	$85,000,000	100.0%	Loan Payoff	$79,802,301	93.9	%
			Return of Equity	3,514,659	4.1
			Closing Costs	1,594,894	1.9
			Upfront Reserves	88,147	0.1
Total Sources	$85,000,000	100.0%	Total Uses	$85,000,000	100.0	%

(1)

The Sheraton Hotel Brooklyn Mortgage Loan (as defined below) is part of a whole loan that is comprised of four pari passu notes with an aggregate original principal balance and Cut-off Date Balance of $85,000,000 (the “Sheraton Hotel Brooklyn Whole Loan”). The Sheraton Hotel Brooklyn Whole Loan was originated by DBR Investments Co. Limited (“DBRI”). The Financial Information in the chart above is based on the aggregate outstanding principal balance as of the Cut-off Date of the Sheraton Hotel Brooklyn Whole Loan.

(2)

The lockout period will be at least 25 payment dates beginning with and including the first payment date on March 6, 2024. Defeasance of the Sheraton Hotel Brooklyn Whole Loan in whole (but not in part) is permitted at any time following the earlier to occur of (i) January 31, 2027 or (ii) the date that is two years from the closing date of the securitization that includes the last pari passu note to be securitized. The assumed lockout period of 25 payments is based on the expected BBCMS 2024-5C25 securitization trust closing date in March 2024. The actual lockout period may be longer.

(3)

Historical financials are impacted by the borrower sponsor completing a large-scale renovation in 2019. The renovations were followed by COVID protocols resulting in disruptions of the operations.

(4)

Other reserves are comprised of a springing PIP reserve.

(5)

The 2020 and 2021 cash flows are based on the borrower’s operating statements.

The Loan. The Sheraton Hotel Brooklyn mortgage loan (the “Sheraton Hotel Brooklyn Mortgage Loan”) is part of the Sheraton Hotel Brooklyn Whole Loan that is evidenced by four pari passu notes with an aggregate outstanding principal balance as of the Cut-off Date of $85,000,000 and accrues interest at a fixed rate of 7.48000% per annum. The Sheraton Hotel Brooklyn Whole Loan is secured by the fee simple interest in the Sheraton Hotel Brooklyn, a 321-room, 25-story, full-

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	43

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

service, upscale class hotel located at 228 Duffield Street in Brooklyn, New York (the “Sheraton Hotel Brooklyn Property”). The Sheraton Hotel Brooklyn Mortgage Loan, which is evidenced by controlling note A-1 and non-controlling notes A-2 and A-4, has an outstanding principal balance as of the Cut-off Date of $65,000,000.

The relationship between the holders of the Sheraton Hotel Brooklyn Whole Loan will be governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The Sheraton Hotel Brooklyn Whole Loan will be serviced under the pooling and servicing agreement for the BBCMS 2024-5C25 transaction. See “The Pooling and Servicing Agreement” in the Preliminary Prospectus.

The table below identifies the promissory notes that comprise the Sheraton Hotel Brooklyn Whole Loan.

Whole Loan Summary
Note	Original Balance	Cut-off Date Balance	Note Holder	Controlling Piece
A-1	$30,000,000	$30,000,000	BBCMS 2024-5C25	Yes
A-2	$25,000,000	$25,000,000	BBCMS 2024-5C25	No
A-3	$20,000,000	$20,000,000	Benchmark 2024-V6⁾¹⁾	No
A-4	$10,000,000	$10,000,000	BBCMS 2024-5C25	No
Whole Loan	$85,000,000	$85,000,000

(1)

The Benchmark 2024-V6 transaction is expected to close on March 28, 2024.

The Property. The Sheraton Hotel Brooklyn Property is a 321-room, 25-story full service hotel located in Brooklyn, New York. The hotel is located within proximity to the Brooklyn’s Borough Hall and Civic Center. The Sheraton Hotel Brooklyn Property is also near numerous cultural and entertainment attractions as it is located four blocks southeast of the Brooklyn Academy of Music and six blocks southeast of Barclay’s Center. Another major amenity in the immediate area is Fort Greene Park, located three blocks east of the hotel. The Sheraton Hotel Brooklyn Property was built in 2010. The hotel offers a restaurant, café, a rooftop bar and lounge, a fitness room, indoor pool, 3,359 square feet of indoor meeting space and a typical complement of back-of-the-house facilities. The Sheraton Hotel Brooklyn Property has operated under the Sheraton hotel brand since it was opened in 2010. The franchise agreement was recently modified with a fee reduction and extended through May 20, 2036.

The Sheraton Hotel Brooklyn Property features a total of 321 guestrooms. The room mix for the Sheraton Hotel Brooklyn Property comprises 173 King rooms (53.9% of total), 91 Double / Double rooms (28.3% of total) with one room that is a single, double bed, 22 Club King rooms (6.9% of total), 13 Club Double / Double rooms (4.0% of total) and 21 Suites (6.5% of total). Each of the guestrooms features a flat-screen television with premium channels, telephone, desk with chair, dresser, nightstands, lamps and lounge chair. The size of the standard guestrooms ranges from 200 square feet to 232 square feet. Suites are 440-488 square feet and the presidential suite measures 671 square feet.

The Sheraton Hotel Brooklyn Property has three food and beverage outlets, all of which are leased to third-party operators. The hotel’s signature restaurant (3,500 square feet) is located on the lobby level and has a seating capacity of 156. A coffee shop is located on the ground floor off the lobby fronting Duffield Street. The adjacent Aloft Hotel (the “Aloft”) is also owned by the borrower sponsor and features an upscale rooftop lounge that spans across the Aloft and the Sheraton Hotel Brooklyn Property, which is not collateral for the Sheraton Hotel Brooklyn Whole Loan. Access to the rooftop lounge can be made through either the Sheraton Hotel Brooklyn Property or the Aloft and is open to the public. The rooftop bar spans 1,800 square feet and has a capacity of 250 people. The rooftop lounge is leased by the Aloft owner to a third party pursuant to a lease that runs through May 31, 2025, with two, five-year extension options thereafter. The current annual rent is $191,860 and includes 3% annual increases. Pursuant to a rooftop rent sharing agreement, the rent payable monthly by the tenant under the rooftop lease is split 2/3 to the owner of the Aloft ($127,907 per year) and 1/3 to the borrower ($63,953 per year). The rooftop rent sharing agreement is coterminous with the rooftop lease.

The borrower sponsor acquired the land parcels for the site between 2004 and 2006 when the Sheraton Hotel Brooklyn Property was previously a multifamily townhouse and parking garage. The borrower sponsor developed the Sheraton Hotel Brooklyn Property into the Sheraton Hotel Brooklyn in 2010. The Sheraton Hotel Brooklyn Property most recently underwent a $4.5 million (approximately $14,019 per key) property improvement plan (“PIP”) renovation in 2019 for rooms and an additional $1.5 million was spent on common areas. Renovations to the guestrooms included new carpeting, wallcovering, bedding, window treatments, lamps, nightstands, and soft seating. Renovations and upgrades were also made to all the public areas. Prior to the renovation in 2019, the Sheraton Hotel Brooklyn Property was able to perform in-line with the

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	44

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

competitive set. According to STR, the penetration rate for 2019 was 105.3%, 97.8%, and 103.0% for occupancy, ADR, and RevPAR, respectively.

The Sheraton Hotel Brooklyn Property has shown strong performance in the last year. In the November 2023 TTM, the Sheraton Hotel Brooklyn Property had a running 12-month average occupancy of 89.7%, with an ADR of $221.35 and a RevPAR of $198.53. Compared to the Sheraton Hotel Brooklyn Property’s competitive set, the Sheraton Hotel Brooklyn Property’s performance figures represent penetration metrics of 121.3%, 92.6% and 112.2% for occupancy, ADR and RevPAR, respectively.

The Sheraton Hotel Brooklyn Property’s top corporate account is Avianca Holdings, which is a pan-regional Latin American airline with its global headquarters in Bogotá, Colombia. Avianca Holdings has been an account at the Sheraton Hotel Brooklyn Property for the past 7 years. The current rate is $206.88 per room (6.5% below the November 2023 TTM ADR of $221.35), capped at 82 rooms per day and billed on a consumption basis. In 2023, this account occupied 32,820 room nights (~28% of available room nights), which is a significant increase from 17,669 occupied room nights in 2019. The other top accounts include Expedia Group, J.P. Morgan, IBM, and Appointment Group.

The Sheraton Hotel Brooklyn Property received six “red zone” notices of default from Marriott under the franchise agreement between 2017 and 2023 as a result of low “Guest Satisfaction Survey Intent to Recommend Scores”. According to the borrower sponsor, the initial “red zone letter” was a result of high ADRs, at which time the asset was also in need of room renovations. The borrower sponsor then underwent a PIP approval process during 2018 and ultimately completed a large-scale renovation in 2019. Based on the most recent tracking period (July – December 2023), the Sheraton Hotel Brooklyn Property was in the “yellow” zone. Upon achieving the “yellow” zone status or better in two more consecutive tracking periods (January – June 2024 and July – December 2024), the hotel will successfully exit the “red” zone status.

The Sheraton Hotel Brooklyn Property benefits from a 25-year Industrial & Commercial Incentive Program (“ICIP”) tax abatement program, which took effect in the 2009 / 2010 tax year and will continue until expiration in the 2034 / 2035 tax year, but the tax burden is reached in the 2033 / 2034 tax year. According to the appraisal, the taxable assessment for the improvements is reduced by 100% of the exemption for the first 16 years of the exemption period, then by a sliding scale of 10% per year for the remaining nine years of the exemption period. According to the appraisal, the benefit amount is equal to the value of the project (determined by the NYC Department of Finance), which is then multiplied by the benefit phase out percentage. The most recent 2023 / 2024 actual assessed value is $18.2 million, which, according to the appraisal, is assumed to grow to the total transitional assessed value of $23.1 million over the next five years. We cannot assure you that the Sheraton Hotel Brooklyn Property will continue to benefit from the tax abatement program as expected or at all. See also “Risk Factors—Risks Relating to the Mortgage Loans—Appraisals May Not Reflect Current or Future Market Value of Each Property” in the Preliminary Prospectus.

Appraisal. According to the appraisal, the Sheraton Hotel Brooklyn Property had an “as-is” appraised value of $145,000,000 as of December 19, 2023. The table below shows the appraisal’s “as-is” conclusions.

Appraisal Valuation Summary⁽¹⁾
Appraisal Approach	Appraised Value	Capitalization Rate⁽²⁾
Income Capitalization Approach	$145,000,000	7.50%

(1)

Source: Appraisal.

(2)

The appraisal used an income capitalization approach to arrive at the appraised value. The capitalization rates shown above represent the terminal capitalization rate.

Environmental. According to the Phase I environmental assessment dated December 21, 2023, there was no evidence of any recognized environmental conditions at the Sheraton Hotel Brooklyn Property.

The Market. According to a third-party report the Sheraton Hotel Brooklyn Property is part of the New York, New York lodging market and the East River-Queens/Brooklyn West, New York lodging submarket. As of January 2024, the New York lodging market contained a total of 785 hotels with a lodging inventory of 136,127 guestrooms. The New York lodging market reported an occupancy of 81.3% with an ADR of $297.68, reflecting an overall RevPAR of $242.03, which is up 20.7% over the previous running 12-month period fueled by strong growth in occupancy and ADR.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

As of November 2023, the East River-Queens/Brooklyn West lodging submarket contained a total of 80 hotels with a lodging inventory of 10,462 guestrooms. The East River-Queens/Brooklyn West lodging submarket reported the January 2024 TTM occupancy of 79.3% with an ADR of $237.38, reflecting an overall RevPAR of $188.13, which is up 16.7% over the previous corresponding TTM period. As with the overall market, RevPAR growth was driven by strong growth in occupancy and ADR.

The selected competitive hotels include: 313-room Radisson Hotel JFK Airport, 353-room LaGuardia Plaza Hotel, 666-room Marriott New York at The Brooklyn Bridge and the 93-room Nu Hotel. TTM through November 2023, the selected competitive set achieved an aggregate occupancy level of 74.0% with an ADR of $239.02, reflecting a RevPAR of $176.88, which is up 21.0% over the corresponding TTM period.

The following table presents certain information relating to the current and historical occupancy, ADR and RevPAR at the Sheraton Hotel Brooklyn Property and its competitors:

Historical Occupancy, ADR, RevPAR⁽¹⁾⁽²⁾
	Competitive Set⁽³⁾			Sheraton Hotel Brooklyn⁽³⁾			Penetration Factor
Year	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR	Occupancy	ADR	RevPAR
2019	79.4%	$202.90	$161.02	83.5%	$198.44	$165.77	105.3%	97.8%	103.0%
2020	53.1%	$143.06	$75.92	59.5%	$117.53	$69.90	112.1%	82.2%	92.1%
2021	65.3%	$159.13	$103.86	67.8%	$156.49	$106.11	103.9%	98.3%	102.2%
2022	68.6%	$218.09	$149.66	86.6%	$203.32	$176.16	126.3%	93.2%	117.7%
TTM⁽⁴⁾	74.0%	$239.02	$176.88	89.7%	$221.24	$198.53	121.3%	92.6%	112.2%

(1)

Data provided by a third party market research report.

(2)

The variances between the underwriting, appraisal and third party market research provider data with respect to Occupancy, ADR and RevPAR at the Sheraton Hotel Brooklyn Property are attributable to differing reporting methodologies and/or timing differences.

(3)

The competitive set includes Radisson Hotel JFK Airport, LaGuardia Plaza Hotel, Marriott New York at The Brooklyn Bridge and the Nu Hotel.

(4)

TTM represents the trailing 12-month period ending November 30, 2023.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

The following table presents certain information relating to the operating history and underwritten cash flows of the Sheraton Hotel Brooklyn Property:

Operating History and Underwritten Net Cash Flow⁽¹⁾
	2019	2020⁽²⁾	2021⁽²⁾	2022	TTM⁽³⁾	\Underwritten	Per Room⁽⁴⁾	%	⁽⁵⁾
Occupancy	83.5%	58.1%	67.8%	86.6%	89.7%	89.7%
ADR	$198.44	$117.44	$156.49	$203.43	$221.35	$221.35
RevPAR	$165.77	$68.24	$106.11	$176.16	$198.53	$198.53
Room Revenue	$19,422,969	$8,017,117	$12,432,721	$20,640,317	$23,260,815	$23,260,815	$72,464	98.3	%
Miscellaneous Revenue	467,919	226,658	244,635	431,810	410,177	410,177	1,278	1.7
Total Revenue	$19,890,888	$8,243,775	$12,677,356	$21,072,127	$23,670,992	$23,670,992	$73,741	100.0	%
Room Expense	4,289,740	2,080,854	2,458,704	4,016,378	4,521,860	4,521,860	14,087	19.4
Miscellaneous Expenses	162,004	31,188	15,352	85,584	98,985	98,985	308	24.1
Departmental Expenses	$4,451,744	$2,112,042	$2,474,056	$4,101,962	$4,620,845	$4,620,845	$14,395	19.5	%
Gross Operating Income	$15,439,144	$6,131,733	$10,203,300	$16,970,165	$19,050,147	$19,050,147	$59,346	80.5	%
Operating Expenses	4,679,847	2,727,333	3,370,458	5,235,411	5,390,515	5,390,515	16,793	22.8
Gross Operating Profit	$10,759,297	$3,404,400	$6,832,842	$11,734,754	$13,659,632	$13,659,632	$42,553	57.7	%
Fixed Expenses	697,944	577,922	939,507	941,953	885,014	1,256,421	3,914	5.3
Net Operating Income	$10,061,353	$2,826,478	$5,893,335	$10,792,801	$12,774,618	$12,403,211	$38,639	52.4	%
FF&E	0	285,423	0	0	0	946,840	2,950	4.0
Net Cash Flow	$10,061,353	$2,541,055	$5,893,335	$10,792,801	$12,774,618	$11,456,371	$35,690	48.4	%

(1)

Historical financials are impacted by the borrower sponsor completing a large-scale renovation in 2019. The renovations were followed by COVID protocols resulting in disruptions of the operations.

(2)

The 2020 and 2021 cash flows are based on the borrower’s operating statements.

(3)

TTM column reflects the trailing 12 months ending November 30, 2023.

(4)

Per Room values are based on 321 rooms.

(5)

% column represents percent of Total Revenue except for Room Expense and Miscellaneous Expenses that are based on their corresponding revenue line items.

The Borrower. The borrower is Dumbo Hotel LLC, a Delaware limited liability company and single purpose entity with two independent directors. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Sheraton Hotel Brooklyn Whole Loan.

The Borrower Sponsor. The borrower sponsor is the LAM Group, a privately held investment firm. Headquartered in New York City, the LAM Group specializes in the development of commercial, residential, retail, hospitality and mixed-use properties predominantly in New York City and across the United States.

The LAM Group was founded by the Lam Family in the 1970s and is headed by CEO and Chairman, John Lam. Various acquisitions and investment opportunities in the real estate market lead the LAM Group into the hotel industry. The LAM Group has partnered with leading hotel companies including Starwood Hotel & Resorts, Inc., Marriott International, Inc., InterContinental Hotels Group (IHG), Hilton Hotels Corporation and Wyndham Hotels & Resorts LLC. LAM Group’s portfolio consists of over 50 development projects with an additional nine hotels underway. The majority of the hotels are located in Manhattan.

Property Management. The Sheraton Hotel Brooklyn Property is managed by Real Hospitality Group, LLC, an affiliate of the borrower sponsor. Real Hospitality Group, LLC manages over 16,000 hotel rooms across its portfolio of 100+ hotel properties located throughout 23 states. Real Hospitality Group, LLC manages 39 properties flagged under Marriott International, which is the largest of any other franchise within its portfolio.

Escrows and Reserves. At origination, the borrower deposited approximately $66,500 into an upfront insurance reserve, $11,334 into an upfront tax reserve and $10,313 into an immediate repairs reserve.

Tax Escrows –The borrower is required to escrow 1/12th of the annual estimated tax payments payable during the next ensuing 12 months on a monthly basis, which currently equates to approximately $4,054.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated insurance payments; however, such monthly insurance escrow is suspended so long as the borrower maintains a blanket policy acceptable to the lender. The monthly insurance escrow is currently suspended.

Replacement Reserve – On a monthly basis, the borrower is required to escrow an amount equal to 1/12th of 4% of prior months gross revenues, which currently equates to approximately $78,903.

PIP Reserve – If a franchisor requires the borrower to implement a PIP at the Sheraton Hotel Brooklyn Property, then the borrower will pay to lender on each monthly payment date all available cash, until such time as an amount equal to 115% of the estimated costs of the PIP.

Terrorism Insurance – The Borrower is required to obtain coverage for terrorism in an amount equal to one-hundred percent (100%) of the Full Replacement Cost (as defined in the loan documents) of the Sheraton Hotel Brooklyn Property plus the rental loss and/or business interruption coverage under the Sheraton Brooklyn Hotel Whole Loan documents. For so long as the Terrorism Risk Insurance Program Reauthorization Act (“TRIPRA”) is in effect and continues to cover both foreign and domestic acts, the lender will accept terrorism insurance with coverage against acts which are “certified” within the meaning of TRIPRA. See “Risk Factors—Risks Relating to the Mortgage Loans—Terrorism Insurance May Not Be Available for All Mortgaged Properties” in the Preliminary Prospectus.

Lockbox / Cash Management. The Sheraton Hotel Brooklyn Whole Loan is structured with a hard lockbox and springing cash management. All rents from the Sheraton Hotel Brooklyn Property are required to be deposited directly into a lockbox account controlled by the lender (the “Lockbox Account”). All credit card receipts will be deposited by credit card processing companies directly into the clearing account, and all non-credit card receipts will be directly deposited by the property manager in the Lockbox Account within one business day of receipt thereof by the borrower or property manager. Prior to a Trigger Period (as defined below) all sums deposited into the clearing account will be transferred into the borrower’s operating account. Upon the occurrence of a trigger event, any transfers to the borrower’s operating account will cease and such sums on deposit in the clearing account will be transferred on a daily basis to an account controlled by the lender, at a financial institution selected by the lender, to be applied to payment of all monthly amounts due under the loan documents (including, without limitation, taxes and insurance, debt service and required reserves) and approved property operating expenses, with any excess fund being held by the lender as additional collateral for the Sheraton Hotel Brooklyn Whole Loan.

A “Trigger Period” means a period commencing upon (i) an event of default under the Sheraton Hotel Brooklyn Whole Loan documents, (ii) the interest only debt service coverage ratio falling below 1.35x for one consecutive calculation dates (a “Low DSCR Period”), (iii) if the manager is an affiliate of borrower or guarantor and such manager will become insolvent or a debtor in any bankruptcy or insolvency proceeding, (iv) the commencement of a PIP trigger period, (v) the receipt by the borrower of a red zone notice if a new forbearance agreement (which such forbearance agreement is entered into in accordance with the terms and provisions of the loan agreement) that is in full force and effect is not delivered within thirty (30) days of the date of the red zone notice or (vi) a forbearance agreement terminates prior to the hotel achieving clean slate status; and will end, in each case provided no other Trigger Period is then continuing, if, with respect to a Trigger Period continuing due to (A) clause (i), the event of default commencing the Trigger Period has been cured and such cure has been accepted by the lender (and no other event of default is then continuing), (B) clause (ii), the Low DSCR Period has ended pursuant to the terms hereof, (C) clause (iii), if the manager is replaced with a non-affiliated manager approved by the lender under a replacement management agreement approved by the lender, such replacement manager and the borrower executed and delivered an assignment and subordination agreement satisfactory to the lender, and all the applicable requirements of the Sheraton Hotel Brooklyn loan documents are satisfied with respect thereto, (D) clause (iv), the PIP Trigger Period has ended pursuant to the terms thereof, (E) clause (v), the hotel has achieved clean slate status or the franchisor delivers an executed forbearance agreement that is in full force and effect (which such forbearance agreement is entered into in accordance with the terms and provisions of the loan agreement), or (F) clause (vi), the franchisor delivers a new executed forbearance agreement that is in full force and effect or modifies the existing forbearance agreement to extend its term (which such new or modified forbearance agreement is entered into in accordance with the terms and provisions of the loan agreement).

Subordinate and Mezzanine Debt. None.

Permitted Future Mezzanine Debt. Not Permitted.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 2 – Sheraton Hotel Brooklyn

Partial Release. Not Permitted.

Ground Lease. None

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	49

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 3 – 304 East 45th Street

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	50

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 3 – 304 East 45th Street

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	51

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 3 – 304 East 45th Street

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	52

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 3 – 304 East 45th Street

Mortgage Loan Information		Property Information
Mortgage Loan Sellers:	3650 REIT, BMO	Single Asset / Portfolio:	Single Asset
Original Principal Balance:	$65,000,000	Title⁽²⁾:	Fee
Cut-off Date Principal Balance:	$65,000,000	Property Type - Subtype:	Office – CBD
% of IPB:	7.3%	Net Rentable Area (SF):	342,079
Loan Purpose:	Refinance	Location:	New York, NY
Borrower:	304 E. 45th LLC	Year Built / Renovated:	1929 / NAP
Borrower Sponsors:	Michael T. Cohen, Robert Getreu and Andrew H. Roos	Occupancy:	99.7%
Interest Rate:	6.91500%	Occupancy Date:	1/5/2024
Note Date:	2/20/2024	4^th Most Recent NOI (As of):	$14,498,662 (12/31/2020)
Maturity Date:	3/5/2029	3^rd Most Recent NOI (As of):	$13,224,282 (12/31/2021)
Interest-only Period:	60 months	2^nd Most Recent NOI (As of):	$13,676,917 (12/31/2022)
Original Term:	60 months	Most Recent NOI (As of):	$13,559,890 (TTM 12/31/2023)
Original Amortization Term:	None	UW Economic Occupancy:	95.0%
Amortization Type:	Interest Only	UW Revenues:	$14,499,629
Call Protection:	L(24),D(29),O(7)	UW Expenses:	$3,186,789
Lockbox / Cash Management:	Hard / In Place	UW NOI:	$11,312,840
Additional Debt:	No	UW NCF:	$10,902,345
Additional Debt Balance:	N/A	Appraised Value / Per SF⁽³⁾⁽⁴⁾:	$138,000,000 / $403
Additional Debt Type:	N/A	Appraisal Date:	1/1/2024

Escrows and Reserves⁽¹⁾				Financial Information
	Initial	Monthly	Initial Cap	Cut-off Date Loan / SF:	$190
Taxes:	$14,655	$7,327	N/A	Maturity Date Loan / SF:	$190
Insurance:	$0	Springing	N/A	Cut-off Date LTV:	47.1%
Replacement Reserves:	$0	$5,701	$205,247	Maturity Date LTV:	47.1%
				UW NCF DSCR:	2.39x
				UW NOI Debt Yield:	17.4%

Sources and Uses
Sources	Proceeds	% of Total		Uses	Proceeds	% of Total
Mortgage Loan	$65,000,000	78.2	%	Loan Payoff	$80,330,534	96.7	%
Borrower Sponsor Equity	18,114,296	21.8		Closing Costs	2,769,108	3.3
				Upfront Reserves	14,655	0.0
Total Sources	$83,114,296	100.0	%	Total Uses	$83,114,296	100.0	%

(1)

For a full description of Escrows and Reserves, see “Escrows and Reserves” below.

(2)

For a full description of Title, see “Condominium” below.

(3)

The Appraised Value is the “as is” value of $138,000,000 as of January 1, 2024, which is based on the extraordinary assumptions that (i) the UN Development Programme and the United Nations (collectively, the “UN Tenants”) will consolidate to 50% of their current footprint as of January 1, 2028 (and extend the term of their lease term by five years), and again consolidate to 50% of their then-existing footprint on January 1, 2033 (and again extend the term of their lease), (ii) the balance of the space at the 304 East 45th Street Property (as defined below) will then be leased at prevailing market terms, and (iii) the leasehold condominium structure will remain in place, but the units reverting to ownership by the borrower will be assessed a full tax liability. According to the related appraisal, the current contract rents are below market. The term of each of the UN Tenants leases is scheduled to expire on December 31, 2027, with one, five-year renewal option exercisable by the United Nations (but no renewal option exercisable by the UN Development Programme). Although according to the appraisal the observed tenant utilization at the 304 East 45th Street Property is less than 50%, neither the UN Development Programme nor the United Nations has given the borrower notice of an intention to downsize its space or to not exercise its renewal option, as applicable.

(4)

The appraisal concluded a total land value (as if vacant) of $94,000,000 resulting in a loan to land value of 69.1%.

The Loan. The 304 East 45th Street mortgage loan (the “304 East 45th Street Mortgage Loan”) is evidenced by six promissory notes in the aggregate original principal amount of $65,000,000 and secured by the borrower’s fee interest in a 342,079 square foot office property located in the Turtle Bay neighborhood of New York, New York (the “304 East 45th Street Property”). The 304 East 45th Street Mortgage Loan has a five-year term, is interest-only for the entire loan term and accrues interest at a rate of 6.91500% per annum on an Actual/360 basis. 3650 Real Estate Investment Trust 2 LLC is expected to contribute Note A-1, Note A-2 and Note A-6 and Bank of Montreal is expected to contribute Note A-3, Note A-4 and Note A-5.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
	53

Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 3 – 304 East 45th Street

The Property. The 304 East 45th Street Property is a 342,079 square foot office building that has been occupied by the United Nations (the “UN") since 1995 and the UN Development Programme (the “UNDP”) since 1982. The 304 East 45th Street Property is located on 45th Street between 1st and 2nd Avenues, adjacent to Two UN Plaza and one-half block west from the United Nation Headquarters.

Major Tenants.

UNDP (195,452 square feet; 57.1% of NRA; 30.1% of underwritten base rent). The UNDP is the UN's global development network, an organization advocating for change and connecting countries to knowledge, experience and resources to help people build a better life. The UNDP works on the ground in 170 countries, supporting its national partners to build their own solutions to global and national development challenges. The UNDP currently occupies 10 floors at the 304 East 45th Street Property. The UNDP affiliates at the 304 East 45th Street Property include the Global Policy Network and Crises Bureau, the Human Development Report Office and the World Association of Former United Nations Interns and Fellows. The UNDP has been a tenant at the 304 East 45th Street Property since December of 1982, and its leases are set to expire on December 31, 2027, with one five-year extension option remaining. The UNDP, has the right to terminate its lease so long as it is not then in default beyond any applicable grace, notice and cure period, and if either (i) the UNDP has substantially ceased, in its entirety, its operations within the United States; or (ii) the UNDP has substantially ceased, in its entirety, receiving funding from its funding or governing authority. The termination may be exercised by providing written notice to the landlord at least 18 months prior to the termination date stated in such notice. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Office Properties” in the Preliminary Prospectus.

UN (145,627 square feet; 42.6% of NRA; 69.9% of underwritten base rent). The UN was created in 1945 with a mandate to maintain international peace and security. The UN is one component of the United Nations System. The UN currently occupies eight floors at the 304 East 45th Street Property. The UN affiliates at the 304 East 45th Street Property include the Critical Incident Stress Management Unit, the Office of the Special Representative to the Secretary General on Violence against Children, the Office of the Special Representative to the Secretary General on Children and Armed Conflict and the Millenium Development Campaign. The UN has been a tenant at the 304 East 45th Street Property since July 1995 and its leases are set to expire on December 31, 2027, with one, five-year extension option remaining. The UN has no termination options. See “Description of the Mortgage Pool—Mortgage Pool Characteristics—Property Types—Office Properties” in the Preliminary Prospectus.

Environmental. According to the Phase I environmental assessment dated October 18, 2023, there was no evidence of any recognized environmental conditions at the 304 East 45th Street Property.

The following table presents certain information relating to the historical occupancy of the 304 East 45th Street Property:

Historical and Current Occupancy⁽¹⁾
2021	2022	2023	Current⁽²⁾
99.7%	99.7%	99.7%	99.7%

(1)

Historical occupancies are as of December 31 of each respective year unless stated otherwise.

(2)

Current occupancy is as of January 5, 2024.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 3 – 304 East 45th Street

The following table presents certain information relating to the largest tenants based on net rentable area at the 304 East 45th Street Property:

Tenant Summary⁽¹⁾
Tenant	Ratings Moody’s/S&P/Fitch	Net Rentable Area (SF)	% of Total NRA		UW Base Rent PSF	UW Base Rent	% of Total UW Base Rent		Lease Exp. Date
UN Development Programme	NR / NR / NR	195,452	57.1	%	$24.43	$4,774,525	30.1	%	12/31/2027
United Nations	NR / NR / NR	145,627	42.6		$76.06	11,076,969	69.9		12/31/2027
Occupied Collateral Total / Wtd. Avg.		341,079	99.7	%	$46.47	$15,851,494	100.0	%
Vacant Space		1,000	0.3
Collateral Total		342,079	100.0	%

(1)

Based on the underwritten rent roll dated January 5, 2024, with rent steps totaling approximately $253,416 through January 1, 2025.

The following table presents certain information relating to the tenant lease expirations at the 304 East 45th Street Property:

Lease Rollover Schedule⁽¹⁾
Year	Number of Leases Expiring	Net Rentable Area Expiring	% of NRA Expiring	UW Base Rent Expiring	% of UW Base Rent Expiring	Cumulative Net Rentable Area Expiring	Cumulative % of NRA Expiring	Cumulative UW Base Rent Expiring	Cumulative % of UW Base Rent Expiring
Vacant	NAP	1,000	0.3%	NAP	NAP	1,000	0.3%	NAP	NAP
2024 & MTM	0	0	0.0	$0	0.0%	1,000	0.3%	$0	0.0%
2025	0	0	0.0	0	0.0	1,000	0.3%	$0	0.0%
2026	0	0	0.0	0	0.0	1,000	0.3%	$0	0.0%
2027	2	341,079	99.7	15,851,494	100.0	342,079	100.0%	$15,851,494	100.0%
2028	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
2029	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
2030	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
2031	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
2032	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
2033	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
2034	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
2035 & Beyond	0	0	0.0	0	0.0	342,079	100.0%	$15,851,494	100.0%
Total	2	342,079	100.0%	$15,851,494	100.0%

(1)

Based on the underwritten rent roll dated January 5, 2024, with rent steps totaling $253,416 through January 1, 2025.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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Structural and Collateral Term Sheet		BBCMS 2024-5C25
No. 3 – 304 East 45th Street

The following table presents certain information relating to the historical and underwritten cash flows of the 304 East 45th Street Property:

Operating History and Underwritten Net Cash Flow
	2020	2021	2022	TTM⁽¹⁾	Underwritten	Per Square Foot	%⁽²⁾
Rents in Place	$19,890,840	$18,622,070	$19,206,654	$18,027,130	$15,598,078	$45.60	102.2	%
Rent Steps⁽³⁾	0	0	0	0	253,416	0.74	1.7
Vacant Income	0	0	0	0	80,000	0.23	0.5
Gross Potential Rent	$19,890,840	$18,622,070	$19,206,654	$18,027,130	$15,931,494	$46.57	104.4	%
Total Reimbursements	(2,205,627)	(2,171,573)	(2,133,824)	(1,086,867)	(664,866)	(1.94)	(4.4)
Net Rental Income	$17,685,213	$16,450,497	$17,072,830	$16,940,263	$15,266,628	$44.63	100.0	%
(Vacancy/Credit Loss)	0	0	0	0	(766,998)	(2.24)	(5.0	)
Effective Gross Income	$17,685,213	$16,450,497	$17,072,830	$16,940,263	$14,499,629	$42.39	95.0	%

Total Expenses	$3,186,551	$3,226,216	$3,395,913	$3,380,373	$3,186,789	$9.32	22.0	%

Net Operating Income	$14,498,662	$13,224,282	$13,676,917	$13,559,890	$11,312,840	$33.07	78.0	%

Total TI/LC	0	0	0	0	342,079	1.00	2.4
Capex/RR	0	0	0	0	68,416	0.20	0.5
Net Cash Flow	$14,498,662	$13,224,282	$13,676,917	$13,559,890	$10,902,345	$31.87	75.2	%

(1)

TTM represents the trailing 12-month period ending December 31, 2023.

(2)

% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of fields.

(3)

Underwritten Rent Steps of $253,416 are through January 1, 2025.

The Market. The 304 East 45th Street Property is located in New York, New York. The 304 East 45th Street Property is situated in the New York Metro Office Market which is part of the New York metropolitan statistical area and the U.N. Plaza submarket. The 304 East 45th Street Property is located immediately adjacent to FDR Drive, offers north-south access within the city and is near Grand Central station. As of the third quarter of 2023, the U.N. Plaza submarket contains approximately 5.1 million square feet, a vacancy rate of 6.1% and asking rent of $59.53 per square foot. Per the appraisal, citing a third-party market research report as of 2024, the estimated population within a one-, three- and five-mile radius of the 304 East 45th Street Property was 164,865, 1,343,579 and 3,090,144, respectively. The estimated median household income within the same radii was $137,768, $107,976 and $90,574, respectively.

THE INFORMATION IN THIS STRUCTURAL AND COLLATERAL TERM SHEET IS NOT COMPLETE AND MAY BE AMENDED PRIOR TO THE TIME OF SALE. THIS TERM SHEET IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT A SOLICITATION OF AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
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