FREE WRITING PROSPECTUS
    FILED PURSUANT TO RULE 433
    REGISTRATION FILE NO.: 333-280224-09
     

 

 

Dated September 12, 2025 BMO 2025-5C12

Collateral Term Sheet

BMO 2025-5C12 Mortgage Trust

 

$638,212,000

(Approximate Mortgage Pool Balance)

BMO Commercial Mortgage Securities LLC

Depositor

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2025-5C12

Bank of Montreal

Argentic Real Estate Finance 2 LLC

Citi Real Estate Funding Inc.

German American Capital Corporation

KeyBank National Association

Starwood Mortgage Capital LLC

UBS AG

Greystone Commercial Mortgage Capital LLC

Natixis Real Estate Capital LLC

Sponsors and Mortgage Loan Sellers

 BMO Capital
Markets
Deutsche Bank
Securities
KeyBanc Capital
Markets
UBS Securities
LLC
Citigroup
 
Co-Lead Managers and Joint Bookrunners
         
         
         
Academy Securities Bancroft Capital, LLC Drexel Hamilton Mischler Financial Natixis
         
    Co-Managers    
         
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.
   

 

Dated September 12, 2025 BMO 2025-5C12

This material is for your information, and none of BMO Capital Markets Corp., Citigroup Global Markets Inc., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., UBS Securities LLC, Academy Securities, Inc., Bancroft Capital, LLC, Drexel Hamilton, LLC, Mischler Financial Group, Inc. and Natixis Securities Americas LLC (collectively, 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. 333-280224) 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 BMO Capital Markets Corp., any other underwriter, or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling 1-888-200-0266. 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 2025-5C12 (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 Certificates. 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 Certificates 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 Certificates. 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.

BMO Capital Markets is a trade name used by BMO Financial Group for the wholesale banking businesses of Bank of Montreal, BMO Harris Bank N.A. (member FDIC), Bank of Montreal Europe p.l.c, and Bank of Montreal (China) Co. Ltd, the institutional broker dealer business of BMO Capital Markets Corp. (Member FINRA and SIPC) and the agency broker dealer business of Clearpool Execution Services, LLC (Member FINRA and SIPC) in the U.S., and the institutional broker dealer businesses of BMO Nesbitt Burns Inc. (Member Investment Industry Regulatory Organization of Canada and Member Canadian Investor Protection Fund) in Canada and Asia, Bank of Montreal Europe p.l.c. (authorized and regulated by the Central Bank of Ireland) in Europe and BMO Capital Markets Limited (authorized and regulated by the Financial Conduct Authority) in the UK and Australia.

Securities and investment banking activities in the United States are performed by Deutsche Bank Securities Inc., a member of NYSE, FINRA and SIPC, and its broker-dealer affiliates. Lending and other commercial banking activities in the United States are performed by Deutsche Bank AG and its banking affiliates.

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 

 

Dated September 12, 2025 BMO 2025-5C12

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.
 3 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
Collateral Characteristics

Mortgage Loan Seller

Number of Mortgage Loans

Number of Mortgaged Properties

Aggregate
Cut-off Date Balance

% of

IPB

AREF2 8 9 $111,560,000 17.5%
CREFI 3 7 $108,750,000 17.0%
BMO 7 108 $107,931,000 16.9%
GACC 5 5 $107,000,000 16.8%
KeyBank 9 13 $78,295,000 12.3%
SMC 5 10 $58,050,000 9.1%
UBS AG 4 4 $26,976,000 4.2%
GCMC 3 10 $26,650,000 4.2%
Natixis 1 2 $13,000,000 2.0%
Total: 45 168 $638,212,000 100.0%

Loan Pool
Initial Pool Balance (“IPB”): $638,212,000
Number of Mortgage Loans: 45
Number of Mortgaged Properties: 168
Average Cut-off Date Balance per Mortgage Loan: $14,182,489
Weighted Average Current Mortgage Rate: 6.58537%
10 Largest Mortgage Loans as % of IPB: 54.2%
Weighted Average Remaining Term to Maturity: 59 months
Weighted Average Seasoning: 1 month
Credit Statistics
Weighted Average UW NCF DSCR: 1.58x
Weighted Average UW NOI Debt Yield: 10.9%
Weighted Average Cut-off Date Loan-to-Value Ratio (“LTV”): 58.6%
Weighted Average Maturity Date/ARD LTV: 58.5%
Other Statistics
% of Mortgage Loans with Additional Debt: 11.6%
% of Mortgage Loans with Single Tenants(1): 2.9%
  % of Mortgage Loans secured by Multiple Properties: 19.3%
Amortization
Weighted Average Original Amortization Term: 360 months
Weighted Average Remaining Amortization Term: 360 months
% of Mortgage Loans with Interest-Only: 95.7%
% of Mortgage Loans with Amortizing Balloon: 4.3%
Lockboxes
% of Mortgage Loans with Hard Lockboxes: 47.1%
% of Mortgage Loans with Springing Lockboxes: 38.1%
% of Mortgage Loans with Soft Lockbox: 6.7%
% of Mortgage Loans with Soft (Residential); Hard (Commercial) Lockbox:

4.2%

% of Mortgage Loans with No Lockbox: 3.8%
Reserves
% of Mortgage Loans Requiring Monthly Tax Reserves: 96.9%
% of Mortgage Loans Requiring Monthly Insurance Reserves: 76.3%
% of Mortgage Loans Requiring Monthly CapEx Reserves: 92.3%
% of Mortgage Loans Requiring Monthly TI/LC Reserves(2): 72.8%

(1) Excludes mortgage loans that are secured by multiple properties leased to separate single tenants.

(2) Calculated only with respect to the Cut-off Date Balance of mortgage loans secured or partially secured by office, retail, mixed use and multifamily (with commercial tenants) 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.
 4 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
Collateral Characteristics
Ten Largest Mortgage Loans
No. Loan Name City, State Mortgage Loan Seller No.
of Prop.
Cut-off Date Balance % of IPB Square Feet / Units / Pads Property Type UW
NCF DSCR
UW NOI Debt Yield Cut-off Date LTV Maturity Date/ARD LTV
1 251 Park Avenue South New York, NY CREFI 1 $63,750,000 9.99% 120,594 Office 1.67x 11.7% 59.6% 59.6%
2 Spring Valley Marketplace Spring Valley, NY AREF2 1 $56,000,000 8.8% 227,091 Retail 1.45x 9.5% 70.0% 70.0%
3 Warren Corporate Center Warren, NJ GACC 1 $40,000,000 6.3% 518,260 Office 1.44x 11.4% 62.5% 62.5%
4 Southeast MHC Portfolio Various, Various CREFI 5 $36,000,000 5.6% 703 Manufactured Housing 1.53x 10.2% 51.3% 51.3%
5 Verdigreen Hotels Portfolio Various, Various SMC 6 $27,500,000 4.3% 115 Hospitality 1.68x 16.2% 58.6% 56.0%
6 180 Water New York, NY GACC 1 $27,000,000 4.2% 581 Multifamily 2.50x 13.6% 39.2% 39.2%
7

Philadelphia Design and

Distribution Center

Philadelphia, PA BMO 1 $25,000,000 3.9% 677,766 Mixed Use 2.36x 16.1% 55.6% 55.6%
8 Than Tower Chicago, IL BMO 1 $24,200,000 3.8% 105 Multifamily 1.25x 8.5% 68.6% 68.6%
9 Quality RV Resort & SS Portfolio Houston, TX KeyBank 5 $23,460,000 3.7% 1,061 Various 1.59x 11.2% 60.0% 60.0%
10 321-325 West 42nd Street New York, NY BMO 1 $23,000,000 3.6% 36 Multifamily 1.28x 7.8% 69.3% 69.3%
Top 3 Total/Weighted Average 3 $159,750,000 25.0% 1.54x 10.9% 64.0% 64.0%
Top 5 Total/Weighted Average 14 $223,250,000 35.0% 1.55x 11.4% 61.3% 60.9%
Top 10 Total/Weighted Average 23 $345,910,000 54.2% 1.65x 11.5% 60.1% 59.9%
Non-Top 10 Total/Weighted Average 145 $292,302,000 45.8% 1.51x 10.3% 56.8% 56.8%

 

 

 

 

 

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   BMO 2025-5C12
Collateral Characteristics
Pari Passu Companion Loan Summary

No.

Loan Name

Mortgage

Loan Seller

Trust Cut-off Date Balance

Aggregate

Pari Passu Companion Loan Cut-off Date Balance

Controlling Pooling/Trust & Servicing Agreement

Master Servicer

Special Servicer

Related Pari Passu Loan(s) Securitizations

Related

Pari Passu Companion Loan(s) Original Balance

3 Warren Corporate Center GACC $40,000,000 $60,000,000 Benchmark 2025-V17 Trimont Greystone Benchmark 2025-V17 $60,000,000
6 180 Water GACC $27,000,000 $121,000,000 COMM 2025-180W Trimont MountStreet US COMM 2025-180W
Benchmark 2025-V17
Future Securitization(s)
$1,000,000
$60,000,000
$60,000,000
13 Gateway Industrial Center AREF2 $15,250,000 $77,750,000 WFCM 2025-5C5 Trimont Argentic WFCM 2025-5C5
Benchmark 2025-V16
Benchmark 2025-V17
$59,500,000
$10,000,000
$8,250,000
18 1000 Portside Drive BMO $11,000,000 $25,000,000 Benchmark 2025-V17 Trimont Greystone Benchmark 2025-V17
BBCMS 2025-5C37
$15,000,000
$10,000,000
22 Vertex HQ BMO $10,000,000 $548,800,000 VRTX 2025-HQ Trimont Situs VRTX 2025-HQ
BBCMS 2025-5C37
Benchmark 20025-V17
Future Securitization(s)
$247,300,000
$70,000,000
$44,600,000
$186,900,000
24 ILPT 2025 Portfolio BMO $9,571,000 $737,629,000 ILPT 2025-LPF2 Midland KeyBank ILPT 2025-LPF2
Benchmark 2025-V16
Benchmark 2025-V17
BBCMS 2025-5C36
BBCMS 2025-5C37
BANK5 2025-5YR16
Future Securitization(s)
$522,200,000
$60,000,000
$7,000,000
$61,000,000
$10,285,500
$64,000,000
$13,143,500
28 Parkwyn Townhomes KeyBank $8,137,500 $15,112,500 WFCM 2025-5C5 Trimont Argentic WFCM 2025-5C5 $15,112,500
40 Century Business Center UBS AG $3,700,000 $59,500,000 WFCM 2025-5C5 Trimont Argentic WFCM 2025-5C5 $59,500,000

 

 

 

 

 

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.
 6 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
Collateral Characteristics
Mortgaged Properties by Type

Weighted Average

Property Type Property Subtype Number of Properties Cut-off Date Principal Balance % of IPB UW
NCF DSCR
UW
NOI Debt Yield
Cut-off Date LTV Maturity Date/ARD LTV
Multifamily High Rise 3  $62,200,000 9.7% 1.81x 10.7% 54.5% 54.5%
Mid Rise 6  59,860,000 9.4 1.32x 8.4% 66.7% 66.7%
Garden 4  29,863,500 4.7 1.54x 11.0% 61.6% 61.6%
Low Rise 5  29,200,000 4.6 1.32x 8.9% 62.3% 62.3%
Subtotal / Weighted Average: 18     $181,123,500 28.4% 1.52x 9.7% 61.0% 61.0%
Office CBD 1        $63,750,000 9.99% 1.67x 11.7% 59.6% 59.6%
Suburban 2        45,160,000 7.1 1.46x 11.7% 62.5% 62.5%
Urban 1          6,500,000 1.0 1.73x 12.9% 59.9% 59.9%
Subtotal / Weighted Average: 4      $115,410,000 18.1% 1.59x 11.8% 60.7% 60.7%
Retail Anchored 2        $67,975,000 10.7% 1.44x 9.6% 67.3% 67.3%
Single Tenant 1        15,000,000 2.4 1.31x 8.9% 69.4% 69.4%
Subtotal / Weighted Average: 3        $82,975,000 13.0% 1.41x 9.5% 67.7% 67.7%
Manufactured Housing Manufactured Housing 14        $53,937,500 8.5% 1.48x 10.1% 52.6% 52.6%
RV Park 4        19,980,000 3.1 1.59x 11.2% 60.0% 60.0%
Multifamily/Manufactured Housing 1             590,000 0.1 1.42x 10.1% 53.8% 53.8%
Subtotal / Weighted Average: 19        $74,507,500 11.7% 1.51x 10.4% 54.6% 54.6%
Industrial Warehouse/Distribution 73        $33,616,174 5.3% 1.52x 10.2% 50.6% 50.6%
Warehouse 1        17,220,000 2.7 1.41x 9.7% 67.3% 67.3%
Warehouse/Manufacturing/Flex 1          3,700,000 0.6 1.77x 12.2% 38.1% 38.1%
Cold Storage 1             233,912 0.04 1.96x 11.3% 43.8% 43.8%
Manufacturing 1             141,997 0.02 1.96x 11.3% 43.8% 43.8%
Storage Yard 1               30,776 0.005 1.96x 11.3% 43.8% 43.8%
Subtotal / Weighted Average: 78        $54,942,859 8.6% 1.51x 10.2% 54.9% 54.9%
Mixed Use Office/Industrial 1        $25,000,000 3.9% 2.36x 16.1% 55.6% 55.6%
Lab/Office 1        10,000,000 1.6 3.29x 16.5% 34.0% 34.0%
Multifamily/Retail 1          7,750,000 1.2 1.43x 8.7% 63.0% 63.0%
Multifamily/Office 1          3,300,000 0.5 1.44x 9.3% 68.8% 68.8%
Subtotal / Weighted Average: 4        $46,050,000 7.2% 2.34x 14.5% 53.1% 53.1%
Hospitality Full Service 4        $19,100,000 3.0% 1.68x 16.2% 58.6% 56.0%
Select Service 1        18,500,000 2.9 1.49x 12.8% 43.5% 43.5%
Limited Service 2          8,400,000 1.3 1.68x 16.2% 58.6% 56.0%
Subtotal / Weighted Average: 7        $46,000,000 7.2% 1.60x 14.8% 52.5% 51.0%
Self Storage Self Storage 7        $35,905,000 5.6% 1.55x 10.3% 47.9% 47.9%
Other Leased Fee 28          $1,298,141 0.2% 1.96x 11.3% 43.8% 43.8%
Total / Weighted Average: 168      $638,212,000 100.0% 1.58x 10.9% 58.6% 58.5%

 

 

 

 

 

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.
 7 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 1 – 251 Park Avenue South

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

 

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South
Mortgage Loan Information Property Information
Mortgage Loan Seller: CREFI Single Asset / Portfolio: Single Asset
Original Principal Balance: $63,750,000 Title: Fee
Cut-off Date Principal Balance: $63,750,000 Property Type – Subtype(3): Office CBD
% of pool by IPB: 9.99% Net Rentable Area (SF): 120,594
Loan Purpose: Refinance Location: New York, NY
Borrower: 251 PAS LLC Year Built / Renovated: 1910 / 2015
Borrower Sponsor: Jeffrey J. Feil Occupancy: 100.0%
Interest Rate: 6.67000% Occupancy Date: 7/8/2025
Note Date: 9/11/2025 4th Most Recent NOI (As of): $7,608,238 (12/31/2022)
Maturity Date: 10/6/2030 3rd Most Recent NOI (As of): $8,017,020 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of): $8,498,084 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of): $8,583,631 (TTM 6/30/2025)
Original Amortization Term: None UW Economic Occupancy: 90.0%
Amortization Type: Interest Only UW Revenues: $11,429,033
Call Protection: L(24),D(29),O(7) UW Expenses: $3,976,022
Lockbox / Cash Management: Hard / Springing UW NOI: $7,453,011
Additional Debt: No UW NCF: $7,187,704
Additional Debt Balance: NAP Appraised Value / Per SF: $107,000,000 / $887
Additional Debt Type: NAP Appraisal Date: 7/16/2025

Escrows and Reserves(1) Financial Information
Initial Monthly Initial Cap Cut-off Date Loan / SF: $529
Taxes: $1,079,950 $215,990 N/A Maturity Date Loan / SF: $529
Insurance: $0 Springing N/A Cut-off Date LTV: 59.6%
Replacement Reserves: $0 $2,010 N/A Maturity Date LTV: 59.6%
TI/LC: $0 $20,099 N/A UW NCF DSCR: 1.67x
Other Reserves(2): $874,975 $0 N/A UW NOI Debt Yield: 11.7%

 

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $63,750,000 99.5   Loan Payoff $61,532,513 96.0 %
Sponsor Equity $350,659 0.5   Upfront Reserves 1,954,925 3.0  
Closing Costs 613,220 1.0  
Total Sources $64,100,659 100.0 % Total Uses $64,100,659 100.0 %
(1)See “Escrows and Reserves” below for further discussion of reserve information.
(2)Initial Other Reserves are comprised of an initial (i) unfunded obligations reserve of $719,799 and a (ii) free rent reserve of $155,176.
(3)The 251 Park Avenue South Property (as defined below) is comprised of 114,075 square feet of office space, 4,061 square feet of ground floor retail space, and 2,458 square feet of self storage space.

The Loan. The largest mortgage loan (the “251 Park Avenue South Mortgage Loan”) is secured by the borrower’s fee interest in a 120,594 square foot office property located in New York, New York (the “251 Park Avenue South Property”). The 251 Park Avenue South Mortgage Loan is evidenced by one promissory note with an outstanding principal balance as of the Cut-off Date of $63,750,000. The 251 Park Avenue South Mortgage Loan was originated on September 11, 2025 by Citi Real Estate Funding Inc. The 251 Park Avenue South Mortgage Loan has an initial term of five years, is interest-only for the full term and accrues interest at a fixed rate of 6.67000% per annum on an Actual/360 basis. The Scheduled Maturity Date of the 251 Park Avenue South Mortgage Loan is October 6, 2030.

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

The Property. The 251 Park Avenue South Property is a 16-story office building with ground floor retail space, totaling 120,594 square feet located in the Flatiron/Union Square office submarket of New York City. The 251 Park Avenue South Property was originally constructed in 1910, renovated in 2015, and is comprised of 114,075 square feet of office space, 4,061 square feet of retail space, and 2,458 square feet of storage space. In addition to renovations in 2015, the borrower sponsor has invested approximately $14.45 million into the 251 Park Avenue South Property over the past ten years which has included upgrades to the floors, lobby, elevators, windows, and the boiler. The 251 Park Avenue South Property is situated on the same block as Gramercy Park and three blocks from each of Madison Square Park and Union Square Park.

The 251 Park Avenue South Property is anchored by Herman Miller Inc. (“Herman Miller”) which, along with its affiliate Maharam Fabric Corporation, accounts for 67.9% of net rentable area and 70.6% of underwritten base rent. Herman Miller utilizes its space at the 251 Park Avenue South Property as its flagship retail store, showroom space, and office space for several affiliated brands including Knoll, DatesWeiser, Geiger, Muuto, and Maharam Fabric Corporation. Herman Miller has been a tenant at the 251 Park Avenue South Property since May of 2015, has expanded its space multiple times, and has a right of first offer on any full floor at the 251 Park Avenue South Property. As of July 8, 2025, the 251 Park Avenue South Property was 100.0% leased by seven unique tenants. As of the Cut-off Date, the 251 Park Avenue South Property tenants had a weighted average tenancy of 8.9 years and a weighted average lease term remaining of 5.4 years.

Major Tenants. The three largest tenants based on underwritten base rent are Herman Miller, Maharam Fabric Corporation and 605 LLC.

Herman Miller (59,317 square feet; 49.2% of total net rentable area; 53.4% of total underwritten base rent). Herman Miller is a part of MillerKnoll, Inc., a company that specializes in designing and producing furniture for both office and residential spaces. Herman Miller has been a tenant at the 251 Park Avenue South Property since May 2015 and has a current lease term through February 2031 with one, five-year renewal option and no termination options remaining. Herman Miller also subleases 8,015 square feet of space at the 251 Park Avenue South Property from Carl Hansen & Son Corp. Including the sublease space, Herman Miller and its affiliates represent 74.6% of net rentable area and 76.7% of total underwritten base rent.

Maharam Fabric Corporation (22,623 square feet; 18.8% of net rentable area; 17.2% of underwritten base rent). Founded in 1902, Maharam Fabric Corporation is a wholly owned subsidiary of Herman Miller and is a textile manufacturer offering products in upholstery, leather, wallcovering, panel, privacy curtain, window covering, and rugs. Maharam Fabric Corporation has been a tenant at the 251 Park Avenue South Property since January 2012 and has a current lease term through February 2031 with one, five-year renewal option remaining and no termination options.

605 LLC (7,661 square feet; 6.4% of total net rentable area; 6.3% of total underwritten base rent). 605 LLC is a subsidiary of iSpot.tv and is a television advertising measurement and attribution company focused on the utilization of data to create, execute and measure advertising campaigns. 605 LLC has been a tenant at the 251 Park Avenue South Property since March 2017 and has a current lease term through September 2027 with one, five-year renewal option remaining and no termination options. 605 LLC subleases its space to Galvanize Climate Solutions LLC for the remainder of its lease term. Galvanize Climate Solutions LLC is a climate-focused global investment firm, investing across asset classes with the aim of achieving returns and driving material climate impact.

 

 

 

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

The following table presents certain information relating to the tenants at the 251 Park Avenue South Property:

Tenant Summary(1)
Tenant Credit Rating (Moody’s / S&P / Fitch)(2) Net Rentable Area (SF) % of NRSF U/W Base Rent U/W Base Rent Per SF % Annual U/W Base Rent Lease Expiration Term. Options Renewal Options
Herman Miller(3). Ba2/BB/NR 59,317 49.2% $6,150,747 $103.69 53.4% 2/28/2031 N 1 x 5 yr
Maharam Fabric Corporation(3). NR/NR/NR 22,623 18.8 1,979,858 $87.52 17.2 2/28/2031 N 1 x 5 yr
605 LLC(4) NR/NR/NR 7,661 6.4 727,523 $94.96 6.3 9/30/2027 N 1 x 5 yr
Globant IT Services Corp. NR/NR/NR 7,656 6.3 713,390 $93.18 6.2 9/30/2032 N 1 x 5 yr
Carl Hansen & Son Corp(5) NR/NR/NR 8,015 6.6 696,850 $86.94 6.1 5/31/2027 N 1 x 5 yr
Tusk Strategies Inc. NR/NR/NR 7,663 6.4 633,117 $82.62 5.5 7/31/2037 N 1 x 5 yr
Warren Equity Partners Manager, LP NR/NR/NR 7,659 6.4 605,113 $79.01 5.3 3/31/2030 N 1 x 5 yr
Cablevision Lightpath Inc. B2/B/NR 0 0.0 4,326 $4,326.00 0.0 6/30/2028 N 1 x 1 yr
Total Occupied 120,594 100.0% $11,510,924 $95.45 100.0%
Vacant 0 0.0
Total 120,594      100.0%
(1)Based on the underwritten rent roll dated July 8, 2025 and inclusive of $371,370 of contractual rent steps through July 1, 2026.
(2)Certain ratings are those of the parent company whether or not the parent guarantees the lease.
(3)Herman Miller and Maharam Fabric Corporation are affiliates.
(4)605 LLC subleases its space to Galvanize Climate Solutions LLC for the remainder of its lease term.
(5)Carl Hansen & Son Corp. subleases its space to Herman Miller Inc. for the remainder of its lease term.

The following table presents certain information relating to the lease rollover schedule at the 251 Park Avenue South 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 0    0.0 % NAP NA P 0 0.0% NAP NAP
2025 & MTM 0 0 0.0   $0 0.0 % 0 0.0% $0 0.0%
2026 0 0 0.0   0 0.0   0 0.0% $0 0.0%
2027 2 15,676 13.0   1,424,373 12.4   15,676 13.0% $1,424,373 12.4%
2028(2) 1 0 0.0   4,326 0.0   15,676 13.0% $1,428,699 12.4%
2029 0 0 0.0   0 0.0   15,676 13.0% $1,428,699 12.4%
2030 1 7,659 6.4   605,113 5.3   23,335 19.4% $2,033,812 17.7%
2031 2 81,940 67.9   8,130,605 70.6   105,275 87.3% $10,164,417 88.3%
2032 1 7,656 6.3   713,390 6.2   112,931 93.6% $10,877,807 94.5%
2033 0 0 0.0   0 0.0   112,931 93.6% $10,877,807 94.5%
2034 0 0 0.0   0 0.0   112,931 93.6% $10,877,807 94.5%
2035 0 0 0.0   0 0.0   112,931 93.6% $10,877,807 94.5%
2036 & Thereafter 1 7,663 6.4   633,117 5.5   120,594 100.0% $11,510,924 100.0%
Total / Wtd. Avg. 8 120,594 100.0 % $11,510,924 100.0 %
(1)Based on the underwritten rent roll dated July 8, 2025 and inclusive of $371,370 of contractual rent steps through July 1, 2026.
(2)2028 includes an antenna lease to Cablevision Lightpath Inc. which occupies 0 square feet at the 251 Park Avenue South property and accounts for $4,326 of underwritten base rent.

The following table presents certain information relating to the historical and current occupancy of the 251 Park Avenue South Property:

Historical and Current Occupancy(1)
2022 2023 2024 Current(2)
93.0% 99.0% 100.0% 100.0%
(1)Historical Occupancy are the annual average physical occupancy of each respective year.
(2)Based on the underwritten rent roll dated July 8, 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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

Appraisal. According to the appraisal, the 251 Park Avenue South Property had an “as-is” appraised value of $107,000,000 as of July 16, 2025.

Appraisal Valuation Summary(1)
Appraisal Approach Appraised Value Capitalization Rate
Income Capitalization Approach     $107,000,000 7.25%
(1)Source: Appraisal.

Environmental. The Phase I environmental assessment of the 251 Park Avenue South Property dated July 15, 2025 identified no recognized environmental conditions.

The following table presents certain information relating to the historical operating history and underwritten cash flows of the 251 Park Avenue South Property:

Underwritten Cash Flow
2022 2023 2024 TTM(1) UW UW PSF %(2)  
Base Rent $10,709,628 $10,771,801 $11,018,225 $11,193,295 $11,139,554 $92.37 87.7%
Contractual Rent Steps(3) 0 0 0 0 371,370 $3.08 2.9
Potential Income from Vacant Space 0 0 0 0 0 $0.00 0.0
Reimbursements 684,505 978,492 1,116,134 1,153,295 1,188,002 $9.85 9.4
Gross Potential Income $11,394,133 $11,750,293 $12,134,359 $12,346,590 $12,698,925 $105.30 100.0%
Economic Vacancy & Credit Loss (656,083) (223,856) 0 0 (1,269,893) ($10.53) (10.0)
Other Income 0 0 0 0 0 $0.00 0.0
Effective Gross Income $10,738,050 $11,526,437 $12,134,359 $12,346,590 $11,429,033 $94.77 90.0%
Real Estate Taxes 1,779,383 2,039,887 2,181,416 2,299,652 2,491,131 $20.66 21.8
Management Fee 322,142 345,793 364,031 370,398 342,871 $2.84 3.0
Insurance 98,225 103,241 102,958 55,500 102,072 $0.85 0.9
Payroll & Benefits 634,168 604,417 617,062 610,033 610,033.00 $5.06 5.3
Other Expenses(4) 295,895 416,079 370,808 427,376 429,915 $3.56 3.8
Total Operating Expenses $3,129,813 $3,509,417 $3,636,275 $3,762,959 $3,976,022 $32.97 34.8%
Net Operating Income $7,608,238 $8,017,020 $8,498,084 $8,583,631 $7,453,011 $61.80 65.2%
Replacement Reserves 0 0 0 0 24,119 $0.20 0.2
TI/LC 0 0 0 0 241,188 $2.00 2.1
Net Cash Flow $7,608,238 $8,017,020 $8,498,084 $8,583,631 $7,187,704 $59.60 62.9%
(1)TTM Net Operating Income is as of the TTM 6/30/2025.
(2)Revenue-related figures are calculated as a percentage of Gross Potential Income. All non-revenue related figures are calculated as a percentage of Effective Gross Income.
(3)Contractual Rent Steps are inclusive of $371,370 of contractual rent steps through July 1, 2026.
(4)Other Expenses include repairs and maintenance, utilities and general and administrative expenses.

 

 

 

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

The Market. The 251 Park Avenue South Property is located along the northeast corner of East 20th Street and Park Avenue South in the Flatiron/Union Square office submarket of Midtown South, Manhattan. The 251 Park Avenue South Property is situated on the same block as Gramercy Park and three blocks from each of Madison Square Park and Union Square Park. Primary access to the 251 Park Avenue South Property is provided by the 14th Street – Union Square subway station, located three blocks from the 251 Park Avenue South Property, which provides access to the L, N, Q, R, W, 4, 5, and 6 subway lines.

According to the appraisal, the 251 Park Avenue South Property is located in the Flatiron/Union Square office submarket of New York City. As of the first quarter of 2025, the Flatiron/Union Square office submarket had a total inventory of 77,160 square feet, an overall vacancy rate of 14.6% and market asking rent of $80.02 per square foot.

The following table presents information relating to comparable office leases for the 251 Park Avenue South Property:

Market Analysis – Office Rentals(1)
 Property Name / Address Distance from Subject Tenant Suite Size (SF) Lease Commencement Lease Term Base Rent (PSF)
251 Park Avenue South(2)
New York, NY
- Maharam Fabric Corporation 22,623 SF Jan-12 230 mos. $82.48
200 Park Avenue South
New York, NY
0.1 mi Parachute Health 3,179 SF Nov-24 26 mos. $83.00
915 Broadway
New York, NY
0.2 mi Sword Health, Inc. 4,043 SF Mar-25 39 mos. $73.00
915 Broadway
New York, NY
0.2 mi Camilla Australia PTY Ltd. 3,414 SF Mar-25 13 mos. $75.28
1 Madison Avenue
New York, NY
0.4 mi IBM 92,663 SF Jan-25 196 mos. $103.00
888 Broadway
New York, NY
0.5 mi Netflix 33,295 SF Feb-25 88 mos. $106.00
41 Madison Avenue
New York, NY
0.5 mi SharkNinja 14,296 SF Dec-24 131 mos. $87.00
300 Park Avenue South
New York, NY
0.7 mi Essex Labs 13,671 SF Jan-25 53 mos. $75.00
295 Fifth Avenue
New York, NY
0.9 mi Octus (Reorg Research) 43,588 SF Mar-25 136 mos. $86.00
351 Park Avenue South
New York, NY
1.6 mi Counsel AI 17,050 SF Oct-25 63 mos. $86.00

(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated July 8, 2025. Base Rent (PSF) is exclusive of rent steps.

The Borrower. The borrower is 251 PAS LLC, a Delaware limited liability company and special purpose entity with one independent director in its organizational structure. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 251 Park Avenue South Mortgage Loan.

The Borrower Sponsor. The borrower sponsor and non-recourse carveout guarantor is Jeffrey J. Feil, Chief Executive Officer of The Feil Organization, a family-owned real estate investment, development, and management firm. The Feil Organization was founded in 1950 and manages a portfolio of more than 26 million square feet of retail and commercial space and more than 5,000 residential rental units. The Feil Organization is headquartered in Manhattan and has properties located in New York, New Orleans, Florida, Connecticut, Illinois, and Washington D.C.

Property Management. The 251 Park Avenue South Property is managed by Jeffrey Management Corp., an affiliate of the borrower.

 

 

 

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

Escrows and Reserves. At origination of the 251 Park Avenue South Mortgage Loan, the borrower deposited approximately: (i) $1,079,950 into a tax reserve, (ii) $155,176 into a free rent reserve for the tenant Tusk Strategies Inc., and (iii) $719,799 into an unfunded obligations reserve, consisting of $536,585 for tenant improvements and leasing commissions owed to Herman Miller, and $183,214 for tenant improvements and leasing commissions owed to Tusk Strategies Inc.

Tax Reserve – The borrower is required to deposit into a real estate tax reserve, on a monthly basis, 1/12th of the taxes that the lender estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $215,990), provided that such deposits will not be required at any time the Tax Reserve Waiver Conditions are satisfied.

Tax Reserve Waiver Conditions” means that each of the following is true: (i) no event of default has occurred and is continuing under the 251 Park Avenue South Mortgage Loan documents, (ii) the debt yield is equal to or greater than 20%, and (iii) the lender receives reasonably satisfactory evidence that all real estate taxes have been timely paid 30 days prior to their due date.

Insurance Reserve – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount that will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by the insurance policies, provided that such deposits will not be required at any time that the insurance policies constitute approved blanket or umbrella policies. At origination an approved blanket policy was in place.

Replacement Reserve – The borrower is required to deposit $2,010 into a replacement reserve, on a monthly basis, for capital expenditures.

TI/LC Reserve – The borrower is required to deposit $20,099 into a leasing reserve, on a monthly basis, for future tenant improvements and leasing commissions.

Lockbox / Cash Management. The 251 Park Avenue South Mortgage Loan is structured with a hard lockbox and springing cash management. At origination of the 251 Park Avenue South Mortgage Loan, the borrower was required to establish a lender-controlled lockbox account, and is required to deposit, or cause the property manager to deposit, all revenue generated by the 251 Park Avenue South Property into such lender-controlled lockbox account immediately upon receipt thereof. Within two business days after the origination date, the borrower is required to deliver a notice to all tenants at the 251 Park Avenue South Property directing them to remit rent and all other sums due under the applicable lease directly to the lender-controlled lockbox account. All funds deposited into the lockbox account are required to be transferred on each business day to or at the direction of the borrower unless a Trigger Period (as defined below) exists, in which case all funds in the lockbox account are required to be swept on each business day to a cash management account under the control of the lender to be applied and disbursed in accordance with the 251 Park Avenue South Mortgage Loan documents. All excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the 251 Park Avenue South Mortgage Loan documents are required to be (i) if a Trigger Period exists, held by the lender in an excess cash flow reserve account as additional collateral for the 251 Park Avenue South Mortgage Loan or (ii) if no Trigger Period exists, disbursed to the borrower. Provided that no event of default has occurred and is continuing, any excess cash flow funds collected during the continuance of a Specified Tenant Trigger Period (as defined below) will be disbursed to the borrower to cover approved Specified Tenant (as defined below) leasing costs. Upon the cure of all Trigger Periods, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrower; provided, however, that any excess cash flow funds required to satisfy the Specified Tenant Excess Cash Flow Condition (as defined below) are required to be retained by the lender in the excess cash flow account until certain stabilization conditions are satisfied. Upon an event of default under the 251 Park Avenue South Mortgage Loan documents, the lender may apply funds to the 251 Park Avenue South Mortgage Loan in such priority as it may determine.

A “Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under the 251 Park Avenue South Mortgage Loan documents, (ii) the debt service coverage ratio falling below 1.20x (provided that a Trigger Period pursuant to this clause (ii) will not be deemed to exist if (and so long as) the DSCR Trigger Period Avoidance Conditions (as defined below) are satisfied) and (iii) the occurrence of a Specified Tenant Trigger Period; and (B) expiring upon, with regard to any Trigger Period commenced in connection with (x) clause (i) above, the cure (if applicable) of such event of default, (y) clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.20x for one calendar quarter, and (z) clause (iii) above, a Specified Tenant Trigger Period ceasing to exist.

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

DSCR Trigger Period Avoidance Conditions” will be deemed to exist if and for so long as the borrower deposits cash into an account with the lender, or delivers to the lender a letter of credit, in each case in an amount equal to the Collateral Deposit Amount (as defined below), as additional collateral for the 251 Park Avenue South Mortgage Loan, and, thereafter, for so long as the borrower elects to satisfy the DSCR Trigger Period Avoidance Conditions in order to avoid a Trigger Period, on each one year anniversary of the date that the borrower delivered such collateral, the borrower is required to deposit additional cash collateral, or increase the amount of the letter of credit, in the amount of the Collateral Deposit Amount.

Collateral Deposit Amount” means the amount of $826,236.

A “Specified Tenant” means, as applicable, any tenant which, individually or when aggregated with all other leases at the 251 Park Avenue South Property with the same tenant or its affiliate, accounts for (i) 15% or more of the total rental income for the 251 Park Avenue South Property or (ii) 15% or more of the 251 Park Avenue South Property’s gross leasable area. As of the origination date, Herman Miller and Maharam Fabric Corporation were the sole Specified Tenants at the 251 Park Avenue South Property.

A “Specified Tenant Trigger Period” means a period (A) commencing upon the first to occur of (i) a Specified Tenant being in monetary or material non-monetary default under the applicable Specified Tenant lease beyond applicable notice and cure periods, (ii) other than in connection with a Permitted Dark Event (as defined below), a Specified Tenant failing to be in actual, physical possession of the Specified Tenant space, or applicable portion thereof, failing to be open to the public for business during customary hours and/or “going dark” in the Specified Tenant space, (iii) a Specified Tenant giving notice that it is terminating its lease for all or a material portion of the Specified Tenant space, or applicable portion thereof, (iv) any termination or cancellation of any Specified Tenant lease, including, without limitation, rejection in any bankruptcy or similar insolvency proceeding, and/or any Specified Tenant lease failing to otherwise be in full force and effect, (v) any bankruptcy or similar insolvency of a Specified Tenant and (vi) a Specified Tenant failing to extend or renew the applicable Specified Tenant lease by the earlier of (a) 18 months prior to the maturity date of the 251 Park Avenue South Mortgage Loan and (b) the notice deadline required under such lease, in each case as required under the terms of the 251 Park Avenue South Mortgage Loan documents, and (B) expiring upon the first to occur of the lender’s receipt of evidence reasonably acceptable to the lender of (1) the satisfaction of the applicable Specified Tenant Cure Conditions (as defined below) or (2) the borrower leasing (a) the entire Specified Tenant space, or applicable portion thereof, pursuant to one or more leases in accordance with the applicable terms and conditions of the 251 Park Avenue South Mortgage Loan documents for a minimum term of three years, the applicable tenant(s) under such lease(s) being in actual, physical occupancy of the space demised (except (A) if there is a Permitted Dark Event or (B) standard and customary vacancy for purposes of the initial build-out, renovation or reorganization of the applicable premises), and paying the full amount of rent due under its lease (or the borrower has deposited any free rent with the lender).

Permitted Dark Event” means an event that will be deemed to occur with respect to a tenant that has discontinued operations or “gone dark” in all or any portion of its premises to the extent (and for so long as) one or more of the following conditions is satisfied: (i) the discontinuation is effectuated to comply with governmental restrictions which restrict the use or occupancy of the 251 Park Avenue South Property as a result of, or otherwise in connection with, the COVID-19 pandemic or any other pandemic or epidemic, and the tenant resumes operations in its demised premises; (ii) the discontinuation is related to ongoing standard and customary upgrades or renovations by the tenant to its demised premises pursuant to and in accordance with its lease, and the tenant is pursuing the applicable upgrades or renovations in a good faith diligent manner; (iii) said discontinuation is in connection with an ongoing restoration of the 251 Park Avenue South Property by the borrower in accordance with the 251 Park Avenue South Mortgage Loan documents; (iv) the tenant (or a parent entity guaranteeing all the tenant’s obligations) maintains a long-term unsecured debt rating of at least BBB- from S&P and an equivalent rating from the other national statistical rating agencies which rate such person; or (v) portions of the premises demised pursuant to the tenant’s lease are not being utilized due to the tenant’s implementation of a “hybrid work” program (where employees are required to work in the workplace on most business days but are permitted to otherwise work remotely).

Specified Tenant Cure Conditions” means each of the following, as applicable, the applicable Specified Tenant (i) has cured all events of default under the applicable Specified Tenant lease, (ii) other than in connection with a Permitted Dark Event, is in actual, physical possession of the Specified Tenant space, or applicable portion thereof, and open to the public for business during customary hours and not “dark” in the Specified Tenant space, or applicable portion thereof, (iii) has revoked or rescinded all termination or cancellation notices with respect to the applicable Specified Tenant lease and has re-affirmed the applicable Specified Tenant lease as being in full force and effect, (iv) if a Specified Tenant Trigger Period is due to non-renewal, the Specified Tenant has renewed or extended the applicable Specified Tenant lease in accordance

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   BMO 2025-5C12
No. 1 – 251 Park Avenue South

with the terms of the 251 Park Avenue South Mortgage Loan documents, (v) is no longer insolvent or subject to any bankruptcy or insolvency proceedings and has affirmed the applicable Specified Tenant lease pursuant to a final, non-appealable order of a court of competent jurisdiction, (vi) is paying full, unabated rent under the applicable Specified Tenant lease (or any free rent is deposited with the lender) and (vii) the applicable Specified Tenant space has been re-let for a minimum of three years.

Specified Tenant Excess Cash Flow Condition” means, with respect to curing any Specified Tenant Trigger Period by (i) re-tenanting the applicable Specified Tenant space or (ii) renewal/extension of any Specified Tenant lease, sufficient funds have been accumulated in the excess cash flow account (during the continuance of the subject Specified Tenant Trigger Period) to cover all anticipated leasing commissions, tenant improvement costs, tenant allowances, free rent periods and/or rent abatement periods to be incurred in connection with any such re-tenanting or renewal/extension.

Subordinate and Mezzanine Debt. None.

Permitted Future Subordinate and Mezzanine Debt. Not Permitted.

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.

 18 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

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   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

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   BMO 2025-5C12
No. 2 – Spring Valley Marketplace
Mortgage Loan Information Property Information
Mortgage Loan Seller: AREF2 Single Asset / Portfolio: Single Asset
Original Principal Balance: $56,000,000 Title: Fee
Cut-off Date Principal Balance: $56,000,000 Property Type – Subtype: Retail – Anchored
% of Pool by IPB: 8.8% Net Rentable Area (SF): 227,091
Loan Purpose: Refinance Location: Spring Valley, NY
Borrower: SVMP DE LLC Year Built / Renovated: 1989 / 2024
Borrower Sponsors: Abraham Guttman, Abraham Ekstein and Shrage Posen Occupancy: 89.8%
Interest Rate: 6.31000% Occupancy Date: 8/29/2025
Note Date: 9/5/2025 4th Most Recent NOI (As of): $2,863,565 (12/31/2022)
Maturity Date: 9/6/2030 3rd Most Recent NOI (As of): $3,338,605 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of): $3,658,341 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of)(3): $4,098,241 (6/30/2025)
Original Amortization Term: None UW Economic Occupancy: 92.6%
Amortization Type: Interest Only UW Revenues: $8,081,170
Call Protection: L(25),D(30),O(5) UW Expenses: $2,740,112
Lockbox / Cash Management: Hard / Springing UW NOI(3): $5,341,058
Additional Debt: No UW NCF: $5,193,449
Additional Debt Balance: NAP Appraised Value / Per SF: $80,000,000 / $352
Additional Debt Type: NAP Appraisal Date: 8/30/2025

Escrows and Reserves(1) Financial Information
Initial Monthly Initial Cap Cut-off Date Loan / SF: $247
Taxes: $149,231 $149,231 N/A Maturity Date Loan / SF: $247
Insurance: $33,207 $16,604 N/A Cut-off Date LTV: 70.0%
Replacement Reserves: $0 $2,839 N/A Maturity Date LTV: 70.0%
TI/LC: $1,000,000 $9,462 N/A UW NCF DSCR: 1.45x
Environmental Reserve: $49,000 $0 N/A UW NOI Debt Yield: 9.5%
Other Reserves(2): $1,979,062 $0 N/A

 

Sources and Uses
Sources Proceeds % of Total  Uses Proceeds % of Total  
Loan Amount $56,000,000 100.0% Loan Payoff $49,807,621 88.9 %
Upfront Reserves 3,210,500 5.7  
Closing Costs(4) 2,061,823 3.7  
Return of Equity 920,056 1.6  
Total Sources $56,000,000 100.0% Total Uses $56,000,000 100.0 %
(1)For a full description of Escrows and Reserves, see Escrows and Reserves below.
(2)Other Reserves includes an Outstanding TI/LC Reserve (Upfront: $1,906,450), a Free Rent Reserve (Upfront: $51,350) and an Outstanding Tenant Charges Reserve (Upfront: $21,262).
(3)The increase in UW NOI from Most Recent NOI is primarily due to new leases commencing in Q4 2024 and 2025 including the second and third largest tenants at the Spring Valley Marketplace Property (as defined below).
(4)Closing Costs include a rate buydown of $1,120,000.

The Loan. The second largest mortgage loan (the “Spring Valley Marketplace Mortgage Loan”) is evidenced by a single promissory note in the original principal amount of $56,000,000 and secured by a first mortgage lien on the borrower’s fee interest in an anchored retail property located in Spring Valley, New York (the “Spring Valley Marketplace Property”). The Spring Valley Marketplace Mortgage Loan was originated on September 5, 2025 by Argentic Real Estate Finance 2 LLC (“AREF2”) and accrues interest at an interest rate of 6.31000% per annum on an Actual/360 basis. The Spring Valley Marketplace Mortgage Loan has a 5-year term and is interest only for the entire term. The scheduled maturity date of the Spring Valley Marketplace Mortgage Loan is the payment date in September 2030.

The Property. The Spring Valley Marketplace Property is comprised of a 227,091 square foot, anchored retail development located in Spring Valley, New York. The Spring Valley Marketplace Property is comprised of one, single-story building situated on an approximately 18.8-acre site. Built in 1989 and renovated most recently in 2024, the Spring Valley

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.

 21 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

Marketplace Property has received approximately $24.3 million in tenant space upgrades and general improvements since the borrower sponsors acquired the property in 2019 for approximately $59.3 million. Renovations include the expansion for the BINGO Wholesale by 12,000 square feet, the conversion of the former Bed Bath & Beyond and Michael’s spaces to the interior mall space (“Marketplace Mall”) and the re-tenanting of the former Christmas Tree Shop to SkyZone, Kids Empire Spring Valley among other new in-line tenant space renovations. The Marketplace Mall has been demised into 16+ tenant suites, ranging from 750 to 6,000 square feet. The mall has interior common area corridors and public restrooms. As of result of the renovations, the Spring Valley Marketplace Property had an average occupancy of 75.4% from 2022 to 2024.

As of August 29, 2025, the Spring Valley Marketplace Property was 89.8% leased by 49 tenants The Spring Valley Marketplace Property is anchored by BINGO Wholesale and consists of a mix of junior anchor, in-line and interior mall space. The Spring Valley Marketplace Property shares an access point with and is shadow anchored by a 121,369 square foot Target. Furthermore, the Spring Valley Marketplace is surrounded by other big box stores such as Lowe’s Home Improvement and Costco Wholesale. The Spring Valley Marketplace Property has access to 911 surface parking spaces, resulting in a parking ratio of approximately 4.0 spaces per 1,000 square feet of net rentable area.

At closing, three tenants (Kids Empire Spring Valley, Yonys Barbershop, and CCS Furniture) totaling 7.4% of net rentable area and 8.1% of underwritten base rent were completing the buildouts of their respective spaces and were not in occupancy.

Major Tenants. The three largest tenants at the Spring Valley Marketplace Property by underwritten base rent are BINGO Wholesale, SkyZone and Kids Empire.

BINGO Wholesale (50,411 square feet; 22.2% of NRA, 17.8% of underwritten base rent): Bingo Wholesale is a kosher warehouse store with four locations in the New York metropolitan area. Bingo offers a wider range of Kosher products including groceries, fresh produce, housewares, toys, health and beauty aids at discount prices and does not require membership to shop. Bingo Wholesale commenced its initial lease at the Spring Valley Marketplace Property in July 2020 for a period of twenty years and six months. Bingo Wholesale has four, five-year renewal options available and no termination options.

SkyZone (30,795 square feet; 13.6% of NRA, 15.9% of underwritten base rent): Founded in 2011 and headquartered in Provo, Utah, SkyZone is an active indoor entertainment park operator. SkyZone commenced its initial lease at the Spring Valley Marketplace Property in October 2024 for a period of 10 years and five months. SkyZone has two, five-year renewal options available and no termination options.

Kids Empire Spring Valley (9,700 square feet; 4.3% of NRA, 4.8% of underwritten base rent): Kids Empire Spring Valley (“Kids Empire”) is an indoor playground and private event space offering activities for children such as floor-to-ceiling climbing walls, play structures and a drop-in ball pit. Kids Empire commenced its initial lease at the Spring Valley Marketplace Property in May 2025 for a period of ten years and six months. Kids Empire has two, ten-year renewal options available and no termination options.

As of the origination of the Spring Valley Marketplace Mortgage Loan, Kids Empire has not completed the buildout of its space at the Spring Valley Marketplace Property. The Spring Valley Marketplace Mortgage Loan is structured with a $3,000,000 payment guaranty until such time that Kids Empire is in occupancy and has commenced paying full rent. If Kids Empire is not in occupancy and paying full rent by September 6, 2026, a Cash Management Period (as defined below) will be triggered.

 

 

 

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.

 22 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

The following table presents certain information relating to the sales of the tenants at the Spring Valley Marketplace Property:

Tenant Sales
Tenant Name Net Rentable Area (SF) T-12 (2024) Sales(1) Sales / SF
BINGO Wholesale 50,411     $64,191,367 $1,273
Chic Lingerie Inc 7,703     $2,578,293 $335
The William Carter Co #799 3,912     $967,026 $247
OshKosh B'Gosh #273 3,610     $361,291 $100
Aleeza Paris LLC 3,376     $480,319 $142
Dazzle Pizza Inc. 2,471     $433,493 $175
Jus by Julie 2,449     $2,090,765 $854

(1)Information obtained from the borrower sponsor.

Environmental. According to the Phase I environmental assessment dated September 3, 2025, there was evidence of a recognized environmental condition at the Spring Valley Marketplace Property with respect to the operation of dry cleaner utilizing Tetrachloroethylene (PCE) on site. See “Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The following table presents certain information relating to the historical occupancy of the Spring Valley Marketplace Property:

Historical and Current Occupancy
2022(1) 2023(1) 2024(1) (2) Current(3)
78.5% 74.9% 72.7% 89.8%

(1)Historical Occupancies represent the average physical occupancy in each respective year.
(2)The increase in occupancy from 2024 is primarily due to new leases commencing in Q4 2024 and 2025 including the second and third largest tenants.
(3)Current Occupancy is as of August 29, 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.

 23 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

The following table presents certain information relating to the largest tenants at the Spring Valley Marketplace Property:

Top 10 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
BINGO Wholesale NR/NR/NR 50,411 22.2 % $19.15 $965,371 17.8 % 1/13/2041
SkyZone (SZ Park 226 LLC) NR/NR/NR 30,795 13.6   $28.00 862,260 15.9   4/8/2035
Kids Empire Spring Valley NR/NR/NR 9,700 4.3   $27.00 261,900 4.8   10/29/2035
Chic Lingerie Inc NR/NR/NR 7,703 3.4   $20.44 157,439 2.9   2/28/2033
Cuff & Co. NR/NR/NR 7,466 3.3   $23.50 175,432 3.2   6/30/2033
CCS Furniture NR/NR/NR 6,375 2.8   $24.77 157,940 2.9   12/31/2034
Orange Square Monsey LLC NR/NR/NR 5,429 2.4   $27.19 147,627 2.7   11/30/2034
I-Hop NR/NR/NR 5,000 2.2   $45.79 228,972 4.2   2/28/2029
Polka Dot Boutique NR/NR/NR 4,659 2.1   $28.41 132,366 2.4   7/31/2033
Keter NR/NR/NR 4,611 2.0   $25.75 118,733 2.2   6/30/2034
Major Tenants 132,149 58.2 % $24.28 $3,208,040 59.1%
Other Tenants(3) 71,788 31.6 % $30.95 $2,222,186 40.9%
Occupied Collateral Total / Wtd. Avg. 203,937 89.8 % $26.63 $5,430,226 100.0%
Vacant Space 23,154 10.2 %
Collateral Total 227,091 100.0 %

(1)Based on the underwritten rent roll dated August 29, 2025.
(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)  Other Tenants UW Base Rent includes rent from tenants with zero square feet of net rentable area at the Spring Valley Marketplace Property.

The following table presents certain information relating to the tenant lease expirations at the Spring Valley Marketplace 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 23,154 10.2 % NAP NA P 23,154 10.2% NAP NAP
2025 0 0 0.0   $0 0.0 % 23,154 10.2% $0 0.0%
2026 4 7,971 3.5   275,221 5.1   31,125 13.7% $275,221 5.9%
2027 4 9,703 4.3   297,274 5.5   40,828 18.0% $572,495 11.4%
2028 2 2,714 1.2   95,095 1.8   43,542 19.2% $667,590 13.2%
2029 3 9,527 4.2   365,188 6.8   53,069 23.4% $1,032,778 19.9%
2030 1 3,209 1.4   92,548 1.7   56,278 24.8% $1,125,325 21.6%
2031 1 3,700 1.6   130,240 2.4   59,978 26.4% $1,255,565 24.0%
2032 1 520 0.2   8,523 0.2   60,498 26.6% $1,264,088 24.2%
2033 15 38,949 17.2   971,018 18.0   99,447 43.8% $2,235,107 42.0%
2034 13 28,382 12.5   773,028 14.4   127,829 56.3% $3,008,135 56.3%
2035 6 46,471 20.5   1,297,288 24.1   174,300 76.8% $4,305,423 80.2%
2036 & Thereafter 3 52,791 23.2   1,077,403 20.0   227,091 100.0% $5,382,826 100.0%
Total/Wtd. Avg. 53 227,091   100.0 % $5,382,826   100.0 %

(1)Based on the underwritten rent roll dated August 29, 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.

 24 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

The following table presents certain information relating to the operating history and underwritten cash flows of the Spring Valley Marketplace Property:

 Operating History and Underwritten Net Cash Flow
2022      2023      2024      TTM        Underwritten Per Square Foot %(1)  
Rents in Place(2) $3,812,210 $3,566,543 $4,247,077 $4,430,847 $5,430,226 $23.91 62.3%  
Vacant Income 0 0 0 0 641,930 2.83 7.4  
Gross Potential Rent $3,812,210 $3,566,543 $4,247,077 $4,430,847 $6,072,156 $26.74 69.6%  
Total Reimbursements 1,530,215 2,388,957 2,050,906 2,306,868 2,642,445 11.64 30.3  
Other Income(3) 0 $0 8,500 8,500 8,500 0.04 0.1  
Net Rental Income $5,342,425 $5,955,500 $6,306,484 $6,746,215 $8,723,100 $38.41 100.0 %
(Vacancy/Credit Loss/Abatements) 0 $0 $0 $0 (641,930) (2.83) (7.9 )
Effective Gross Income $5,342,425 $5,955,500 $6,306,484 $6,746,215 $8,081,170 $35.59 100.0 %
Total Expenses $2,478,861 $2,616,894 $2,648,142 $2,647,973 $2,740,112 $12.07 33.9 %
Net Operating Income(4) $2,863,565 $3,338,605 $3,658,341 $4,098,241 $5,341,058 $23.52 66.1 %
Capital Expenditures 0 0 0 0 34,064 0.15 0.4  
TI/LC 0 0 0 0 113,546 0.50 1.4  
Net Cash Flow $2,863,565 $3,338,605 $3,658,341 $4,098,241 $5,193,449 $22.87 64.3 %

(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)Underwritten Rents in Place based on the August 29, 2025 rent roll and includes contractual rent steps through August 2026.
(3)  Other Income consists of seasonal rental income from a fireworks stand.
(4)The increase in underwritten net operating income from TTM net operating income is primarily due to new leases commencing in Q4 2024 and 2025, including the second and third largest tenants.

 

 

 

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.

 25 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

The Market. The Spring Valley Marketplace Property is located in Spring Valley, New York, within Rockland County, approximately 25 miles north of Midtown Manhattan and 3 miles north of the New Jersey border. Primary access is provided by Interstate 287, Route 59, and the Palisades Interstate Parkway. Other major retailers located within one mile of the Spring Valley Marketplace include Costco, Lowe’s, Home Depot, Apple, CVS and Stop & Shop. Additionally, the Palisades Center, the second largest mall in New York, is located approximately five miles away.

According to the appraisal, the 2024 population within a one-, three-, and five-mile radius of the Spring Valley Marketplace Property was 15,425, 151,408 and 248,077, respectively. Additionally, for the same radii, the median household income was $104,476, $91,892 and $111,983, respectively.

According to the appraisal, the Spring Valley Marketplace Property is located within the Ramapo retail submarket. As of the third quarter of 2025, the Ramapo retail submarket contained approximately 4.7 million square feet of inventory with an occupancy rate of 95.4% and an average asking rental rate of $28.00 per square foot as of the third quarter of 2025.

The following table presents certain information relating to the appraisal’s market rent conclusions at the Spring Valley Marketplace Property:

Market Rent Summary(1)
Space Type Gross Leaseable Area (SF) Market Rent ($/SF/Yr.) Reimbursements Escalations Tenant Improvements (New Tenants) Average Lease Term
Anchors 50,411 $18.00 NNN 10%-Yr 6 $25.00 120 Months
Jr. Anchors 50,535 $27.00 NNN 10%-Yr 6 $25.00 120 Months
Lg/Pro Space 15,264 $28.00 NNN 2.50% $10.00 120 Months
Mid In-Line 18,158 $30.00 NNN 2.50% $10.00 60 Months
Interior Mall 67,573 $27.00 NNN 2.50% $0.00 60 Months
Small In-Line 25,150 $36.00 NNN 2.50% $10.00 60 Months
(1)Source: Appraisal.

 

 

 

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.

 26 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

The following table presents certain information relating to comparable anchor tenants for the Spring Valley Marketplace Property:

Comparable Retail Leases(1)
Property Name/Location Tenant SF Tenant Rent PSF Commencement Date Lease Term (Yrs.) Lease Type
Spring Valley Marketplace Spring Valley, NY 30,795(2) SkyZone (SZ Park 226 LLC)(2) $28.00(2) Oct-24(2)  10.5(2) NNN(2)

New City Center

New City, NY

2,400 Confidential $35.00 Feb-24 10.0 NNN

Dalewood Shopping Center

Hartsdale, NY

10,000 Paris Baguette $33.00 Apr-23 10.0 NNN

Dalewood Shopping Center II

Hartsdale, NY

15,000 ULTA Beauty $22.00 Dec-22 10.0 NNN

Arcadian Shopping Center

Ossining, NY

6,000 Anytime Fitness $29.00 Feb-19 10.0 NNN

Shoppes at South Hills

Poughkeepsie, NY

9,208 Cozy Home Furniture $15.00 Dec-22 10.0 NNN

Mall at 59

Nanuet, NY

3,000 My Gym $35.50 Apr-21 10.0 NNN

Rockland Plaza

Nanuet, NY

2,432 Available $38.00 Aug-24 5.0 NNN

Pacesetter Park Shopping Center

Pomona, NY

1,000 Pomona Nails $40.00 Jan-22 5.0 NNN

Cortlandt Town Center

Cortlandt Manor, NY

12,933 Available $25.00 Mar-25 10.0 NNN

Cortlandt Crossing Shopping Center

Mohegan Lake, NY

2,300 Jersey Mike's $40.00 Dec-22 10.0 NNN

Hudson Heritage Retail Center

Poughkeepsie, NY

2,300 Chipotle Mexican Grill $48.00 Jan-22 10.0 NNN

Midway Shopping Center

Scarsdale, NY

8,096 Available-Dress Barn $20.00 Oct-24 5.0 NNN
(1)Source: Appraisal, unless stated otherwise.
(2)Based on the underwritten rent roll dated August 29, 2025.

The Borrower. The borrower is SVMP DE LLC, a Delaware limited liability company and single purpose entity with one independent director. Legal counsel to the borrower issued a non-consolidation opinion in connection with the origination of the Spring Valley Marketplace Mortgage Loan.

The Borrower Sponsors. The borrower sponsors and non-recourse carveout guarantors are Abraham Guttman, Abraham Ekstein and Shrage Posen. Abraham Guttman is a partner at Alexander Property Holdings, a real estate investment and development firm based in New York City that oversees a portfolio exceeding 7 million square feet worth of commercial property across the United States.

Property Management. The Spring Valley Marketplace Property is managed by Ander Properties LLC, an affiliate of the borrower.

Escrows and Reserves. At origination, the borrower deposited (i) $149,231 into a real estate tax reserve, (ii) $33,207 into an insurance reserve, (iii) $1,000,000 into a TI/LC reserve, (iv) $1,906,450 into an outstanding TI/LC reserve, (v) $51,350 into a free rent reserve, (vi) $21,262 for an outstanding tenant charges reserve and (vii) $49,000 into an environmental reserve.

Tax Escrows – On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated tax payments, which currently equates to $149,231.

Insurance Escrows – On a monthly basis, the borrower is required to escrow 1/12th of the annual estimated insurance payments, which currently equates to $16,604.

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   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

Replacement Reserves – On a monthly basis, the borrower is required to escrow approximately $2,839 for replacement reserves (which equates to $0.15 per square foot annually).

TI/LC Reserve – On a monthly basis, the borrower is required to escrow approximately $9,462 for tenant improvements and leasing commissions (which equates to $0.50 per square foot annually).

Lockbox / Cash Management. The Spring Valley Marketplace Mortgage Loan is structured with a hard lockbox and springing cash management. The borrower is required to establish and require all tenants to deposit rents directly into a lockbox account with an eligible institution acceptable to the lender. In addition, the borrower is required to cause all rents received by the borrower or the property manager with respect to the Spring Valley Marketplace Property to be deposited into such lockbox account within one business day of receipt. All amounts deposited into the lockbox account are required to be remitted to the borrower’s operating account on a daily basis, unless a Cash Management Period (as defined below) is continuing, in which event such funds will be remitted to a lender-controlled cash management account on a daily basis to be applied and disbursed in accordance with the Spring Valley Marketplace Mortgage Loan documents. During the continuance of a Cash Management Period, all amounts deposited into the lockbox account during the immediately preceding interest period will be applied on each payment date in accordance with the Spring Valley Marketplace Mortgage Loan documents, and all excess cash flow funds will be deposited, during the continuance of a Cash Management Period, into a cash collateral reserve.

A “Cash Management Period” means the period commencing upon the occurrence of (i) the stated maturity date, (ii) an event of default under the Spring Valley Mortgage Loan documents, (iii) the debt service coverage ratio falls below 1.15x as of the last day of any calendar quarter, (iv) the net operating income debt yield falls below 8.75% as of the last day of any calendar quarter, (v) commencement of a Trigger Lease Sweep Period (as defined below) or (vi) on September 6, 2026, in the event that Kids Empire (or a replacement tenant) is not in full occupancy of the space leased by Kids Empire and paying full rent in accordance with the terms of the Kids Empire lease (or the replacement tenant’s lease).

A Cash Management Period will end (a) with respect to the matters described in clause (i) above, (A) the Spring Valley Marketplace Mortgage Loan and all other obligations under the Spring Valley Marketplace Mortgage Loan documents have been repaid in full or (B) the stated maturity date has not occurred, (b) with respect to the matters described in clause (ii) above, such event of default is no longer continuing and no other event of default has occurred and is continuing, (c) with respect to the matters described in clause (iii) above, the debt service coverage ratio is at least 1.25x as of the last day of any calendar quarter for two consecutive calendar quarters, (d) with respect to the matters described in clause (iv) above, the net operating income debt yield is at least 9.5% for two consecutive calendar quarters, (e) with respect to the matters described in clause (v) above, such Trigger Lease Sweep Period has ended and (f) the lender has received a tenant estoppel certificate, satisfactory to the lender, that Kids Empire has taken possession of the entirety of its leased premises, is in full occupancy and has commenced paying rent pursuant to the terms of its lease.

A “Trigger Lease Sweep Period” commences upon the occurrence of any of the following: (i) the earlier of (a) the date that is twelve months prior to the end of the term of any Trigger Lease (as defined below) or (b) the date by which the applicable Trigger Tenant (as defined below) actually gives notice (whether actual or constructive) of its intention not to renew or extend the applicable Trigger Lease; (ii) the date by which the applicable Trigger Tenant is required to give notice of its exercise of a renewal option thereunder or the date that any Trigger Tenant gives notice of its intention not to renew or extend its Trigger Lease; (iii) any Trigger Lease (or any material portion thereof) is surrendered, cancelled or terminated prior to its then current expiration date or any Trigger Tenant gives notice (whether actual or constructive) of its intention to terminate, surrender or cancel its Trigger Lease (or any material portion thereof); (iv) any Trigger Tenant discontinues its business in any material portion of its premises (i.e. “goes dark”) or gives notice that it intends to do the same; (v) the occurrence and continuance (beyond any applicable notice and cure periods) of a default under any Trigger Lease by the applicable Trigger Tenant thereunder; or (vi) the occurrence of a Trigger Tenant insolvency proceeding.

A Trigger Lease Sweep Period will end upon the earlier to occur of (x) the lender’s determination that sufficient funds have been accumulated in the special rollover reserve subaccount to pay for all anticipated expenses in connection with the re-letting of the space under the applicable lease(s) that gave rise to the subject Trigger Lease Sweep Period, including brokerage commissions and tenant improvements, and any anticipated shortfalls of payments required during any period of time that rents are insufficient as a result of down-time or free rent periods, or (y) any of the following: (a) with respect to the matters described in clause (i), (ii), (iii) or (iv) above, upon the earlier to occur of (A) the date on which the subject Trigger Tenant irrevocably exercises its renewal or extension option (or otherwise enters into an extension agreement with the borrower and acceptable to the lender) with respect to all of the space demised under its Trigger Lease, and in the lender’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.

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Structural and Collateral Term Sheet   BMO 2025-5C12
No. 2 – Spring Valley Marketplace

judgment, sufficient funds have been accumulated in the special rollover reserve subaccount (during the continuance of the subject Trigger Lease Sweep Period) to pay for all anticipated approved Trigger Lease leasing expenses for such Trigger Lease and any other anticipated expenses in connection with such renewal or extension, or (B) the date on which all of the space demised under the subject Trigger Lease (or portion thereof) that gave rise to the subject Trigger Lease Sweep Period has been fully leased pursuant to a replacement lease or replacement leases approved by the lender and all approved Trigger Lease leasing expenses (and any other expenses in connection with the re-tenanting of such space) have been paid in full; (b) with respect to the matters described in clause (v) above, Trigger Tenant default has been cured, and no other Trigger Tenant default has occurred for a period of six consecutive months following such cure; or (c) with respect to the matters described in clause (vi) above, the applicable Trigger Tenant insolvency proceeding has terminated and the applicable Trigger Lease has been affirmed, assumed or assigned in a manner satisfactory to the lender.

A “Trigger Tenant” is BINGO Wholesale or any tenant under a Trigger Lease.

A “Trigger Lease” is the BINGO Wholesale lease and any other lease which (a) covers 15% or more of the net rentable area at the Spring Valley Marketplace Property and/or (b) has a gross annual rent of 15% or more of the total annual rents at the Spring Valley Marketplace Property.

Subordinate or Mezzanine Debt. None

Permitted Future Debt or Mezzanine Debt. Not permitted.

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.

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Structural and Collateral Term Sheet   BMO 2025-5C12
No. 3 - Warren Corporate Center

 

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   BMO 2025-5C12
No. 3 - Warren Corporate Center

 

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   BMO 2025-5C12
No. 3 - Warren Corporate Center
Mortgage Loan Information Property Information
Whole Loan Seller: GACC Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $40,000,000 Title: Fee
Cut-off Date Principal Balance(1): $40,000,000 Property Type Subtype: Office - Suburban
% of Pool by IPB: 6.3% Net Rentable Area (SF): 518,260
Loan Purpose: Refinance Location: Warren, NJ
Borrower: Warren CC Acquisitions, LLC Year Built / Renovated: 1996 / 2024-2025
Borrower Sponsor: David B. Rubenstein Occupancy: 95.1%
Interest Rate: 7.76500% Occupancy Date: 8/1/2025
Note Date: 6/20/2025 4th Most Recent NOI (As of)(5): NAV
Maturity Date: 7/6/2030 3rd Most Recent NOI (As of)(5): NAV
Interest-only Period: 60 months 2nd Most Recent NOI (As of)(5): NAV
Original Term: 60 months Most Recent NOI (As of)(5): NAV
Original Amortization Term: None UW Economic Occupancy: 96.4%
Amortization Type: Interest Only UW Revenues: $18,030,540
Call Protection(2): YM1(27),DorYM1(28),O(5) UW Expenses: $6,620,194
Lockbox / Cash Management: Hard / Springing UW NOI: $11,410,346
Additional Debt(1): Yes UW NCF: $11,306,694
Additional Debt Balance(1): $60,000,000 Appraised Value / Per SF(6): $160,100,000 / $309
Additional Debt Type(1): Pari Passu Appraisal Date(6): 5/1/2027

Escrows and Reserves(3) Financial Information(1)
Initial Monthly Initial Cap Cut-off Date Loan / SF: $193
Taxes: $138,469 $46,156 N/A Maturity Date Loan / SF: $193
Insurance: $0 Springing N/A Cut-off Date LTV(6): 62.5%
Replacement Reserve: $0 $8,638 N/A Maturity Date LTV(6): 62.5%
TI/LC: $1,425,320 $0 N/A UW NCF DSCR: 1.44x
Deferred Maintenance $13,031 $0 N/A UW NOI Debt Yield: 11.4%
Other Reserves(4): $12,622,150 $0 N/A

 

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Whole Loan $100,000,000 100.0% Loan Payoff(7) $83,096,796 83.1 %
Reserves 14,198,971 14.2
Closing Costs 2,075,960 2.1
Principal Equity Distribution 628,273 0.6
Total Sources $100,000,000 100.0% Total Uses $100,000,000 100.0 %
(1)The Warren Corporate Center Mortgage Loan (as defined below) is part of the Warren Corporate Center Whole Loan (as defined below), which is comprised of five pari passu promissory notes with an aggregate original principal balance of $100,000,000. The Financial Information in the chart above is based on the Warren Corporate Center Whole Loan. See “—The Loan” below.
(2)The defeasance lockout period will be at least 27 payment dates beginning with and including the first payment date on August 6, 2025. Defeasance of the Warren Corporate Center Whole Loan is permitted after the date that is the earlier of (i) two years from the closing date of the securitization that includes the last note comprising a part of the Warren Corporate Center Whole Loan to be securitized and (ii) June 20, 2028 (the “Defeasance Lockout Expiration Date”). In addition, voluntary prepayment of the Warren Corporate Center Whole Loan is permitted in whole (but not in part) at any time, together with payment of a prepayment fee equal to the greater of the yield maintenance amount and 1% of the unpaid principal balance, if such voluntary prepayment occurs prior to the monthly payment date in March 2030. The assumed defeasance lockout period of 27 payments is based on the expected BMO 2025-5C12 securitization trust closing date in October 2025. The actual lockout period may be longer.
(3)Please see “Escrows and Reserves” below for further discussion of reserve information.
(4)Other Reserve consists of (i) $4,401,644 for a rent replication reserve, (ii) $8,220,506 for a MetLife (as defined below) and Regeneron (as defined below) construction reserve.
(5)Historical financial information is not available because the Warren Corporate Center Property was renovated in 2025 and subsequently leased up.
(6)The Appraised Value set forth above is the Prospective As Complete and As Stabilized value of the Warren Corporate Center Property (as defined below) as of May 1, 2027, and assumes rent for the tenant Regeneron has commenced and its space is built out. The appraisal also provided an “As Is” appraised value of the Warren Corporate Center Property of $140,300,000, which results in an Appraised Value/Per SF of $270.71, and a Cut-off Date LTV and Maturity Date LTV of 71.3% each. The appraisal also provided a Hypothetical Go Dark value of the Warren Corporate Center Property of $66,100,000, which would result in an Appraised Value/Per SF of $127.54, and a Cut-off Date LTV and Maturity Date LTV of 151.3% each.
(7)The Warren Corporate Center Property was previously securitized within the RIAL 2022-FL8 collateralized loan obligation.

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   BMO 2025-5C12
No. 3 - Warren Corporate Center

The Loan. The third largest mortgage loan (the “Warren Corporate Center Mortgage Loan”) is part of a whole loan (the “Warren Corporate Center Whole Loan”) evidenced by five pari passu promissory notes with an aggregate outstanding principal balance as of the Cut-off Date of $100,000,000. The Warren Corporate Center Whole Loan is secured by the borrower’s fee simple interest in the Warren Corporate Center Property (as defined below), a 518,260 square foot office complex located in Warren, New Jersey. The Warren Corporate Center Mortgage Loan is evidenced by the non-controlling Notes A-2, A-3, A-4 and A-5 with an aggregate outstanding principal balance as of the Cut-off Date of $40,000,000. The Warren Corporate Center Whole Loan was originated on June 20, 2025 by DBR Investments Co. Limited and accrues interest at a fixed rate of 7.76500% per annum. The Warren Corporate Center Whole Loan has a five-year term, accrues interest on an Actual/360 basis and is interest only for the entire term of the loan. The scheduled maturity date of the Warren Corporate Center Whole Loan is July 6, 2030.

The relationship between the holders of the Warren Corporate Center Whole Loan is 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 Warren Corporate Center Whole Loan will be serviced pursuant to the pooling and servicing agreement for the BMO 2025-5C12 securitization trust. See “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loans” in the Preliminary Prospectus.

The table below identifies the promissory notes that comprise the Warren Corporate Center Whole Loan:

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $60,000,000 $60,000,000 Benchmark 2025-V17(1) Yes
A-2 $20,000,000 $20,000,000 BMO 2025-5C12 No
A-3 $10,000,000 $10,000,000 BMO 2025-5C12 No
A-4 $5,000,000 $5,000,000 BMO 2025-5C12 No
A-5 $5,000,000 $5,000,000 BMO 2025-5C12 No
Whole Loan $100,000,000 $100,000,000
(1)The Benchmark 2025-V17 transaction is expected to close on or about September 29, 2025.

The Property. The Warren Corporate Center Property is a 518,260 SF, three-building, office complex in Warren, New Jersey (the “Warren Corporate Center Property”). The collateral includes 3 office buildings (300 Building, 400 Building, and 500 Building), two parking garages and the right to use an amenity center that sit within a broader 170-acre five-building campus that was originally constructed in 1996. The Warren Corporate Center Property is 95.1% leased as of August 1, 2025 with recently executed long-term leases. The Warren Corporate Center Property is situated off Interstate-78, in an area that is popular for life sciences tenants, with a strong technology and pharmaceutical presence. It is less than a one-hour drive to New York City and less than a two-hour drive to Philadelphia. The three major tenants occupying the Warren Corporate Center Property are publicly traded companies, MetLife, PTC Therapeutics, and Regeneron. The borrower sponsor recently invested approximately $11.9 million into the construction of the 20,000 square foot shared amenity center. The space includes an indoor cafeteria, fitness center, indoor basketball court, and conference space. Surrounding the campus are pedestrian and bicycle connections encircling a pond with outdoor sports areas and dining spots.

Major Tenants. The three largest tenants by underwritten base rent at the Warren Corporate Center Property are MetLife, PTC Therapeutics, and Regeneron.

MetLife (180,859 SF; 34.9% of net rentable area; 35.4% of UW base rent): MetLife, Inc. (Moody’s: A3 / S&P: A- / Fitch: A-) (“MetLife”), is one of the top global providers of insurance, annuities, asset management services, and employee benefit programs. It has approximately 100 million customers across the world. As of June 2025, MetLife reported over $620 billion in assets under management across its multitude of service lines, subsidiaries, and affiliates. MetLife recently executed a 16.5-year lease for the entirety of the 400 Building. MetLife’s Services and Solutions team, which focuses on employee benefit programs, annuities, and insurance, is expected to occupy the 400 Building. MetLife is not yet in occupancy. The term of the lease will commence upon substantial completion by the borrower of certain work set forth in the lease, which is anticipated to occur by July 2026. The lease provides for rent to commence on December 31, 2027. The space was originally leased to PTC Therapeutics, which has agreed to continue paying rent on the MetLife space until December 31, 2027. The failure of the borrower to complete the required work by a date to be agreed upon (pursuant to procedures set forth in the lease) between the borrower and MetLife will result in a daily rent credit of approximately $12,611. The borrower estimates that the costs of that portion of the required work that the borrower is responsible to pay is $4,200,000. The MetLife lease is guaranteed by MetLife, Inc. and does not provide for a specific termination right related to the borrower’s failure to complete the landlord work.

PTC Therapeutics (180,859 SF; 34.9% of net rentable area; 33.3% of UW base rent): PTC Therapeutics (“PTCT”) is a biopharmaceutical company focused on the discovery, development, and commercialization of medicines for patients with rare disorders. PTCT has nearly 1,000 employees nationally. Its portfolio pipeline includes commercial products and candidates in various stages of development, including clinical, pre-clinical and research and development.

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   BMO 2025-5C12
No. 3 - Warren Corporate Center

PTCT currently leases the 500 Building, after recently surrendering the 400 Building and consolidating its headquarters to the 500 Building. The tenant is operating on a 17-year lease through May 31, 2039, and utilizes the space as its new global headquarters. According to the borrower, the tenant does not currently have lab space at the Warren Corporate Center Property but has stated that it intends to build-out lab space at the Warren Corporate Center Property within the next few years. We cannot assure you that the tenant will build out lab space. The tenant is currently in office Tuesday through Thursday with lesser occupancy on Monday and Friday. PTCT is currently using the first and second floors of its space, but is not yet using, and has not yet built out the third and fourth floors. PTCT has a right of first offer to purchase the 500 Building. Pursuant to a subordination, non-disturbance and attornment agreement, the tenant agreed that such right would not apply to a foreclosure or to the first transfer of the related property by the transferee following a foreclosure or deed-in-lieu of foreclosure but would continue to apply to transfers thereafter.

The PTCT Lease provides for PTCT to continue paying for its space at the 400 Building (which has been relet to MetLife) through December 31, 2027. PTCT is required to continue to pay its contractual rent for the 400 Building until December 31, 2027. PTCT has provided a $10 million letter of credit (“LOC”) to the borrower, which equates to approximately 28 months of rent at its current lease rate. As of July 1, 2027, there will be a 50% reduction bringing the LOC down to $5 million (which equates to approximately 13.5 months of rent based on the lease rate as of July 2027). As of December 31, 2028, there will be a second 50% reduction bringing the LOC down to $2.5 million (which equates to approximately 6.5 months of rent at the December 2028 lease rate). The remaining $2.5 million LOC will remain through the rest of the tenant’s lease term. The LOC is covered by the general pledge of assets set forth in the mortgage; however, the lender does not have a perfected security interest in the LOC.

Regeneron (127,263 SF; 24.6% of net rentable area; 31.3% of UW base rent): Regeneron Pharmaceuticals, Inc. (Moody’s: Baa1 / S&P: BBB+) (“Regeneron”) is an American biotechnology company known for its discovery, development, manufacturing and commercializing of treating various diseases worldwide. Regeneron has developed 12 Food and Drug Administration-approved and authorized medicines. Its product portfolio includes the following brands: EYLEA, Dupixent, Praluent, Kevzata, Libtayo, ARCALYST, and ZALTRAP. Its headquarters is in Tarrytown, New York, and it has over 15,100 employees worldwide.

Regeneron occupies 127,263 square feet of space (24.6% total of net rentable area, and 81.3% of the related building that it leases, located primarily on the second, third and fourth floors) in the 300 Building on a new 11-year lease, and recently took possession of its space on July 28, 2025, with rent commencing on August 1, 2026. This abated rent totals $4,401,644. The tenant recently relocated from its previous office and has been building out its space at the Warren Corporate Center Property, with the full build-out projected to be completed in early 2026. Regeneron is expected to utilize the space for its corporate offices. Regeneron is expected to relocate its global development group from Basking Ridge to this location. Regeneron will have a one-time option to terminate its lease as of the 84th month following the rent commencement date (which permitted termination date is currently anticipated to be July 31, 2033), upon one year’s notice to the landlord and requires a termination fee. Regeneron has a right of first offer to purchase the 300 Building. Pursuant to a subordination, non-disturbance and attornment agreement, the tenant agreed that such right would not apply to a foreclosure but would continue to apply to transfers thereafter.

 

 

 

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   BMO 2025-5C12
No. 3 - Warren Corporate Center

The following table presents certain information relating to the major tenants at the Warren Corporate Center Property:

Tenant Summary(1)
Tenant

Credit Rating

(Moody’s/Fitch/S&P)(2)

Net Rentable Area (SF) % of Total NRA UW Base Rent PSF UW Base Rent % of Total U/W Base Rent Lease Exp. Date
 MetLife(3) A3/A-/A- 180,859 34.9 % $25.45 $4,602,862 35.4 % 12/31/2042
 PTC Therapeutics(4) NR/NR/NR 180,859 34.9   23.88 4,318,913 33.3   5/31/2039
 Regeneron(5) Baa1/BBB+/NR 126,678 24.4   32.00 4,053,696 31.2   7/31/2036
 Café Space NR/NR/NR 3,652 0.7   0.00 0 0.0   MTM
Regeneron (Storage) Baa1/BBB+/NR 585 0.1   16.00 9,360 0.1   7/31/2036
Total Occupied 492,633 95.1 % $26.36 $12,984,830 100.0 %
Vacant Space 25,627 4.9 %
Total / Wtd. Avg. 518,260 100.0 %
(1)Based on the underwritten rent roll dated August 1, 2025.
(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)MetLife is not yet in occupancy. The term of MetLife’s lease will commence upon substantial completion by the borrower of certain work set forth in the lease, which is anticipated to occur by July 2026. The lease provides for rent to commence on January 1, 2028. The space was originally leased to PTC Therapeutics, which has agreed to continue paying rent on the MetLife space until December 31, 2027. The failure of the borrower to complete the required work by a date to be agreed upon (pursuant to procedures set forth in the lease) between the borrower and MetLife will result in a daily rent credit of approximately $12,611. We cannot assure you that the work will be completed or the tenant will commence paying rent as expected.
(4)PTCT has a sublease agreement dated July 29, 2024 with PTC Therapeutics US, Inc. in the 500 Building. The sublease agreement was created between the parent company and the commercial/sales subsidiary and was implemented as the commercial/sales entity needed a locked location within the building that was defined as its own. The sublease automatically renews on a yearly basis through December 31st and may be terminated by written notice from either party to the other party at any time on thirty days advance notice and is also terminated as a result of the termination of the direct lease. During the sublease period, the subtenant pays an annual rent in the amount of approximately $4,036 which increases annually at the rate of 3%. PTCT is currently using the first and second floors of its space, but is not yet using, and has not yet built out the third and fourth floors.
(5)Regeneron took possession of its space as July 28, 2025, but does not have a rent commencement date until August 1, 2026. The tenant recently relocated from its previous office and has been building out its space at the Warren Corporate Center Property, with the full build-out projected to be completed in early 2026. We cannot assure you that the tenant will commence paying rent as expected. Regeneron has a one-time option to terminate its lease as of the 84th month following its rent commencement date (which permitted termination date is currently anticipated to be July 31, 2033), upon one year’s notice to the landlord and payment of a termination fee.

The following table presents certain information relating to the lease rollover schedule at the Warren Corporate Center Property, based on the initial lease expiration dates:

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net RentableArea Expiring % of Net Rentable Area Expiring UW Base Rent Expiring % of UW Base Rent Expiring % of Total U/W Base Rent Cumulative % of Net Rentable Area Expiring
MTM & 2025 1 3,652 0.7 % $0 0.0 % 0.0 % 0.7 %
2026 0 0 0.0   0 0.0   0.0   0.7  
2027 0 0 0.0   0 0.0   0.0   0.7  
2028 0 0 0.0   0 0.0   0.0   0.7  
2029 0 0 0.0   0 0.0   0.0   0.7  
2030 0 0 0.0   0 0.0   0.0   0.7  
2031 0 0 0.0   0 0.0   0.0   0.7  
2032 0 0 0.0   0 0.0   0.0   0.7  
2033 0 0 0.0   0 0.0   0.0   0.7  
2034 0 0 0.0   0 0.0   0.0   0.7  
2035 & Thereafter 4 488,981 94.4   12,984,830 100.0   100.0   95.1  
Vacant NAP 25,627 4.9   NAP NAP   NAP   100.0  
Total / Wtd. Avg. 5 518,260 100.0 % $12,984,830 100.0 % 100.0 % 100.0 %
(1)Based on the underwritten rent roll as of August 1, 2025, inclusive of rent steps through June 1, 2026.
(2)Certain tenants may have lease termination options that are not reflected in the 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.

 35 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 3 - Warren Corporate Center

Appraisal. According to the appraisal, the Warren Corporate Center Property had a “Prospective As Complete and As Stabilized” appraised value of $160,100,000 as of May 1, 2027, which assumes rent for the tenant Regeneron has commenced and its space is built out.

Appraisal Valuation Summary(1)
Appraisal Approach Appraised Value Capitalization Rate
Prospective As Complete and As Stabilized $160,100,000 6.75%
(1)Source: Appraisal.

Environmental. According to the Phase I environmental site assessment dated April 7, 2025, there was no evidence of any recognized environmental conditions at the Warren Corporate Center Property.

The Market. The Warren Corporate Center Property is located in the Route 78 East Submarket in the greater market of Northern New Jersey. This is a historically affluent submarket with an average household income of $142,802, which is 177% higher than the national average household income. The Warren Corporate Center Property is located along I-78, Route 22, and I-95. The submarket has highly rated public schools, prestigious private schools, and good colleges.

Interstate-78 is a primary expressway for the tri-state area which travels through Pennsylvania, New Jersey and New York. It runs past Newark, along the Delaware river, and Jersey City. Top technology and pharmaceutical tenants are located along I-78. 8 of the 10 largest biopharmaceutical companies and 9 of the top 10 research and development companies globally have a presence in New Jersey. The location in the Northeast Corridor provides these companies with infrastructure, convenience, and transportation access. New Jersey also has the highest concentration of scientists and engineers per square mile in the United States.

According to the appraisal, larger transactions were prevalent in the Central and Northern New Jersey market in the fourth quarter of 2024, driving quarterly leasing activity to 1.48 million square feet, 22% above the five-year average and a 34% increase from the previous quarter. This late-year uptick brought full-year 2024 leasing to 4.93 million square feet, 3% below 2023's 5.08 million square feet and 29% below the 2015-2019 average. Despite reduced overall demand due to hybrid work, higher quality office spaces saw strong leasing activity, with Class A properties comprising 88% of the fourth quarter and 84% of 2024 new leases.

According to the appraisal, the Route 78 East submarket, home to 19.0 million square feet of inventory, has seen positive net absorption of approximately 355,000 square feet over the past year, with no new deliveries under construction for over a decade. The submarket is defined by the pharmaceutical industry, home to large corporate users such as Johnson & Johnson, IQVIA, PTC Therapeutics, Mallinckrodt, Daiichi Sankyo, Ashland, Insmed, Celgene and GlaxoSmithKline.

The Warren Corporate Center Property has current in-place average base rent of $26.36 per occupied SF, which is approximately 20% below the appraisal’s concluded submarket rent of $33.00 per square foot on a modified gross basis with tenants reimbursing their pro-rata share of real estate taxes and operating expenses over a base year (plus tenant electricity). Additionally, the submarket vacancy rate for the Route 78 East office market is 15.1% as of the first quarter of 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   BMO 2025-5C12
No. 3 - Warren Corporate Center

The table below presents certain information relating to office leases comparable to those at the Warren Corporate Center Property identified by the appraisal:

Comparable Office Leases(1)
Property Name Tenant Total (SF) Lease Term (Mos) Rent (PSF)
Warren Corporate Center MetLife, PTC Therapeutics, Regeneron(2) 518,260(2) 174.0 mos.(2)(3) $26.55(2)(3)
Somerset Corporate Center II Stemline Therapeutics 256,000 63.6 mos. $34.00
Bedminster One Applegate Farms 163,584 116.4 mos. $26.50
Bridgewater Crossing Strides Pharma Inc & Brother International Corporation 297,379 60.2 mos. $32.06
Somerset Hills Corporate Center Wealth Enhancement Group 106,879 38.4 mos. $23.00
The Park 3 HUB International 304,000 123.6 mos. $34.00
(1)Source: Third party market report.
(2)Based on the underwritten rent roll dated August 1, 2025.
(3)Based on occupied square foot of 488,981 (excluding 3,652 SF leased to Café Space).

The following table presents certain information relating to the underwritten cash flows of the Warren Corporate Center Property:

Underwritten Cash Flow(1)
Underwritten Per Square Foot %(2)
Base Rent $12,984,830 $25.05 69.4 %
Credit Tenant Rent Step 135,190 0.26 0.7  
Rent Step 86,812 0.17 0.5  
Value of Vacant Space 680,846 1.31 3.6  
Gross Potential Income $13,887,679

$26.80

74.2 %
CAM + Other Reimbursements 4,823,707 9.31 25.8  
Net Rental Income $18,711,386 $36.10 100.0 %
(Vacancy/Abatements/ Bad Debt) (680,846) ($1.31) -3.6  
Effective Gross Income $18,030,540 $34.79 100.0 %
Real Estate Taxes 1,552,787 3.00 8.6  
Insurance 77,645 0.15 0.4  
Management Fee 540,916 1.04 3.0  
General and Administrative 1,319,862 2.55 7.3  
Repairs and Maintenance 1,643,448 3.17 9.1  
Utilities 1,485,536 2.87 8.2  
Total Expenses $6,620,194 $12.78 36.7 %
Net Operating Income $11,410,346 $22.02 63.3 %
Capital Reserve 103,652 0.20 0.6  
Net Cash Flow $11,306,694 $21.82 62.7 %
(1)Historical financial information is not available because the Warren Corporate Center Property was renovated in 2025 and subsequently leased up.
(2)% column represents percent of Net Rental Income for all revenue fields and represents percent of Effective Gross Income for the remaining fields.

The Borrower. The borrower is Warren CC Acquisitions, 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 Warren Corporate Center Whole Loan.

The Borrower Sponsor. The borrower sponsor is David B. Rubenstein and the non-recourse carveout guarantor is Rubenstein Properties Fund II, L.P., a Delaware limited partnership. Rubenstein Properties Fund II, L.P is a closed-end fund formed in 2012. The fund’s term runs through April 24, 2026, after which time it will enter a liquidation phase. See “Description of the Mortgage Pool—Non-Recourse Carveout Limitations” in the Preliminary Prospectus.

Property Management. Warren Corporate Center Property is currently managed by Vision Management, LLC, an affiliated property manager.

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   BMO 2025-5C12
No. 3 - Warren Corporate Center

Escrows and Reserves. At origination, the borrower deposited into escrow approximately (i) $13,031 for required repairs, (ii) $138,469 for real estate taxes, (iii) $1,425,320 for outstanding tenant improvements and/or leasing commissions for each of the three tenants at the Warren Corporate Center Property, (iv) $4,401,644 for a rent replication reserve associated with the Regeneron lease and (v) $8,220,506 for the MetLife and Regeneron construction reserve (representing $4,200,000 for MetLife and approximately $4,020,506 for Regeneron).

Tax Escrows – The borrower is required to deposit with the lender on each monthly payment date, an amount equal to one-twelfth of the real estate taxes that the lender estimates will be payable during the next ensuing twelve months (initially, approximately $46,156).

Insurance Escrows – On a monthly basis, unless the Warren Corporate Center Property is insured under an acceptable blanket policy, the borrower is required to escrow 1/12th of the annual estimated insurance payments. As of the origination date of the Warren Corporate Center Whole Loan, an acceptable blanket policy was in place.

Replacement Reserves – On a monthly basis, the borrower is required to deposit approximately $8,638 into a replacement reserve.

Lockbox / Cash Management. The Warren Corporate Center Whole Loan is structured with a hard lockbox and springing cash management. The borrower and property manager, as applicable, are required to direct the tenants to pay rent directly into the lockbox account, and to deposit any rents otherwise received in such account within two business days after receipt. So long as no Trigger Period (as defined below) is continuing, the amounts on deposit in the lockbox account will be swept to the borrower’s operating account on a daily basis. During the continuance of a Trigger Period, transfers to the borrower’s operating account are required to cease and such sums on deposit in the lockbox account are required to be transferred on a daily basis to a cash management account controlled by the lender, at a financial institution selected by the lender (and the borrower is required to cooperate with the lender and the cash management bank in the establishment of such account). Funds swept to the cash management account are required to be applied to payment of all monthly amounts due under the Warren Corporate Center Whole Loan documents, including deposits to the tax and insurance reserves, payments of monthly debt service, deposits to the replacement reserve, payment of monthly operating expenses set forth in the lender-approved annual budget and lender-approved extraordinary expenses, with any remaining funds required to be deposited (A) during a Trigger Period due to a Lease Sweep Period (as defined below) (regardless of whether any other Trigger Period exists), to a lease sweep reserve, (B) during a Trigger Period due to a Rebalancing Event (as defined below) regardless of whether any other Trigger Period exists, other than a Lease Sweep Period, to the applicable reserve account with respect to which such Rebalancing Event exists, and (C) provided no Lease Sweep Period or Rebalancing Event exists, to an excess cash flow reserve account to be held as additional collateral for the Warren Corporate Center Mortgage Loan during the continuance of the applicable Trigger Period.

A “Trigger Period” will commence upon (A) (i) July 1, 2028, (ii) the occurrence of an event of default under the Warren Corporate Center Whole Loan documents, (iii) the debt service coverage being less than 1.20x, (iv) if the property manager is an affiliate of borrower or guarantor and is subject to certain bankruptcy or insolvency related events, (v) upon the occurrence of a Rebalancing Event, (vi) upon the commencement of a Lease Sweep Period or (vii) upon the borrower or guarantor being subject to certain bankruptcy or insolvency related events; and (B) will expire upon (v) with regard to any Trigger Period commenced in connection with clause (ii) above, the cure (if applicable) of such event of default, (w) with regard to any Trigger Period commenced in connection with clause (iii) above, the date that the debt service coverage ratio is equal to or greater than 1.25x for two consecutive calendar quarters, (x) with regard to any Trigger Period commenced in connection with clause (iv) above, if the property manager has been replaced with an unaffiliated qualified manager approved by the lender, (y) with regard to any Trigger Period commenced in connection with clause (v) above, the applicable Rebalancing Event has ended as described in the definition of such term below, and (z) with regard to any Trigger Period commenced in connection with clause (vi) above, the applicable Lease Sweep Period has ended as described in the definition of such term below.

A "Lease Sweep Period" will commence (a) upon the earlier of (i) except with respect to the PTCT lease for the 400 Building, the date that is twelve months prior to the expiration of a Sweep Lease (as defined below) or (ii) upon the date required under the Sweep Lease by which the Sweep Tenant (as defined below) is required to give notice of its exercise of a renewal option thereunder (and such renewal has not been so exercised); (b) upon the early termination, early cancellation or early surrender of a Sweep Lease (or any material portion thereof) or upon the borrower's receipt of notice by a Sweep Tenant of its intent to effect an early termination, early cancellation or early surrender of its Sweep Lease (or any material portion thereof); (c) except with respect to the PTCT lease for the 400 Building, if a Sweep Tenant has ceased operating its

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   BMO 2025-5C12
No. 3 - Warren Corporate Center

business at the Warren Corporate Center Property (i.e., "goes dark” at its Sweep Lease space at the Warren Corporate Center Property (or any material portion thereof)); (d) upon a monetary default or material non-monetary default under a Sweep Lease by a Sweep Tenant beyond any applicable notice and cure period, (e) upon certain bankruptcy or insolvency events with respect to a Sweep Tenant or its parent or (f) upon a decline in the credit rating of Regeneron or its parent entity below BBB- or MetLife or its parent entity below BBB.

A Lease Sweep Period will end once the applicable Lease Sweep Period has been cured or the space demised under the Sweep Lease has been re-tenanted pursuant to one or more "qualified leases" as defined in the Warren Corporate Center Whole Loan documents, which must be on market terms and with a lease term that either extends at least 3 years beyond the maturity date of the Warren Corporate Center Whole Loan or has an initial term of at least 10 years (or, if applicable, the applicable Sweep Lease has been renewed pursuant to its terms) and, in the lender's judgment, sufficient funds have been accumulated in the lease sweep reserve to cover all anticipated tenant improvements and leasing commissions and free and/or abated rent in connection therewith.

Sweep Lease” means (i) the Regeneron lease, (ii) the MetLife lease, (iii) the PTCT lease, or (iv) any replacement lease that, either individually, or when taken together with any other lease with the same tenant or its affiliates, covers the majority of the applicable Sweep Lease space.

Sweep Tenant” means any tenant under a Sweep Lease.

A “Rebalancing Event” means the determination by the lender that a MetLife and Regeneron construction account rebalancing payment or a rent replication account rebalancing payment (i.e. a determination by the lender that additional funds must be deposited into the applicable reserve account in order to cover the costs intended to be covered in such account) is due and the failure of the borrower to pay the same within ten business days of such determination. The Rebalancing Event will end when the borrower makes the rebalancing payment or sufficient funds have been swept into the applicable reserve account that the reserve funds contained therein are sufficient for the intended purposes of such reserve account.

Subordinate and Mezzanine Debt. None.

Permitted Future Subordinate or Mezzanine Debt. Not Permitted.

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.

 39 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 4 – Southeast MHC Portfolio

 

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   BMO 2025-5C12
No. 4 – Southeast MHC Portfolio

 

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   BMO 2025-5C12
No. 4 – Southeast MHC Portfolio
Mortgage Loan Information Property Information
Mortgage Loan Seller: CREFI Single Asset / Portfolio: Portfolio
Original Principal Balance: $36,000,000 Title: Fee
Cut-off Date Principal Balance: $36,000,000 Property Type Subtype: Manufactured Housing
% of Pool by IPB: 5.6% Net Rentable Area (Pads): 703
Loan Purpose: Refinance Location(2): Various, Various
Borrowers: Crumley Farms Park, Inc., Sizemore Park, Inc. and Pine Manor Park, Inc. Year Built / Renovated(2): Various / Various
Borrower Sponsor: Nancy P. McKee Occupancy: 96.4%
Interest Rate: 6.50000% Occupancy Date: 7/1/2025
Note Date: 8/25/2025 4th Most Recent NOI (As of): $1,587,461 (12/31/2022)
Maturity Date: 9/6/2030 3rd Most Recent NOI (As of): $2,539,376 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of): $3,254,452 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of): $3,538,181 (6/30/2025)
Original Amortization Term: None UW Economic Occupancy: 95.0%
Amortization Type: Interest Only UW Revenues: $4,677,285
Call Protection: YM1(53),O(7) UW Expenses: $1,011,982
Lockbox / Cash Management: Springing / Springing UW NOI: $3,665,303
Additional Debt: No UW NCF: $3,630,153
Additional Debt Balance: NAP Appraised Value / Per Pad: $70,200,000 / $99,858
Additional Debt Type: NAP Appraisal Date: 7/10/2025

 

Escrows and Reserves(1)
  Initial Monthly Initial Cap
Taxes: $35,654 $5,942 N/A
Insurance: $34,925 $11,642 N/A
Replacement Reserves: $0 $2,929 N/A
       
       
       
 

 

 

Financial Information
Cut-off Date Loan / Pad: $51,209
Maturity Date Loan / Pad: $51,209
Cut-off Date LTV: 51.3%
Maturity Date LTV: 51.3%
UW NCF DSCR: 1.53x
UW NOI Debt Yield: 10.2%
   
 

 

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $36,000,000 100.0% Loan Payoff $28,681,503 79.7 %
Sponsor Equity 6,202,485 17.2
Closing Costs 1,045,432   2.9
Upfront Reserves 70,580 0.2
Total Sources $36,000,000 100.0% Total Uses $36,000,000 100.0 %
(1)See “Escrows and Reserves” below for further discussion of reserve information.
(2)See Portfolio Summary” below.

The Loan. The fourth largest mortgage loan (the “Southeast MHC Portfolio Mortgage Loan”) is secured by the borrowers’ fee interest in five manufactured housing communities totaling 703 pads located in Georgia and Alabama (the “Southeast MHC Portfolio Properties”). The Southeast MHC Portfolio Mortgage Loan is evidenced by one promissory note with an outstanding principal balance as of the Cut-off Date of $36,000,000. The Southeast MHC Portfolio Mortgage Loan was originated on August 25, 2025 by Citi Real Estate Funding Inc. The Southeast MHC Portfolio Mortgage Loan has an initial term of five years, is interest-only for the full term and accrues interest at a fixed rate of 6.50000% per annum on an Actual/360 basis. The scheduled maturity date of the Southeast MHC Portfolio Mortgage Loan is September 6, 2030.

The Properties. The Southeast MHC Portfolio Properties are comprised of five manufactured housing communities totaling 703 pads located in Georgia and Alabama. The Southeast MHC Portfolio Properties were built between 1935 and 2024 and are situated on sites ranging from approximately 7.8-acres to 96.0-acres. The Southeast MHC Portfolio Properties range in size from 34 pads to 250 pads, with monthly rents ranging from $477 to $493 per pad. The borrowers acquired the Southeast MHC Portfolio Properties between 2020 and 2022. Following the acquisition, the borrower sponsor invested approximately

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   BMO 2025-5C12
No. 4 – Southeast MHC Portfolio

$39.3 million into the Southeast MHC Portfolio Properties, which consisted of purchasing additional pads, adding 339 new pads, repairing existing homes, and adding various amenities such as playgrounds, clubhouses, computer stations, and pickleball courts to the Southeast MHC Portfolio Properties. As of July 1, 2025, the Southeast MHC Portfolio Properties were 96.4% leased.

Of the 703 pads, 576 are park owned homes (“POH”). The POH with respect to each of the Southeast MHC Portfolio Properties are owned by an affiliate of the borrower for such property (with respect to each property, the “POH Owner”), with rent for the related pad paid by the occupant of the POH to such borrower and rent for the POH paid separately by the occupant of the POH to the POH Owner.

The following table presents certain information relating to the Southeast MHC Portfolio Properties:

Portfolio Summary
Property Name City, State Year Built/Year Renovated(1) # of Pads(2) Occ.(2) Allocated Cut-off Date Loan Amounts % of Allocated Cut-off Date Loan Amount UW NOI(2) % of UW NOI(2) UW NOI per Pad(2) Avg Monthly Rent per Pad(2) Appraised Value(1)
Pine Hill & Pine Manor Tifton, GA 1994 / 2023 250 98.8% $12,175,000 33.8% $1,240,235 33.8% $4,961 $477 $24,100,000
Highridge Phenix City, AL 1993 / 2023 201 93.0% $11,275,000 31.3% $1,143,663 31.2% $5,690 $490 $21,800,000
Crumley Farms Enigma, GA 1935, 1972-2024 / NAP 118 98.3% $5,625,000 15.6% $574,100 15.7% $4,865 $493 $11,200,000
Boulder Trails Sylvester, GA 2000 / 2023 100 94.0% $5,125,000 14.2% $525,947 14.3% $5,259 $492 $9,700,000
Sizemore Opelika, AL 1980 / NAP 34 100.0% $1,800,000 5.0% $181,358 4.9% $5,334 $486 $3,400,000
Total/Wtd. Avg. 703 96.4% $36,000,000 100.0% $3,665,303 100.0% $5,214 $486 $70,200,000
(1)Source: Appraisals.
(2)Based on the underwritten rent rolls dated July 1, 2025.

Appraisals. According to the appraisals, the Southeast MHC Portfolio Properties had an aggregate “as-is” appraised value of $70,200,000 as of the appraisals dated July 10, 2025.

Southeast MHC Portfolio Appraised Value(1)
Property Value Capitalization Rate
Pine Hill & Pine Manor $24,100,000 5.75%
Highridge $21,800,000 5.75%
Crumley Farms $11,200,000 5.75%
Boulder Trails $9,700,000 5.75%
Sizemore $3,400,000 5.50%
Total / Wtd. Avg. $70,200,000 5.74%
(1)Source: Appraisals.

Environmental. According to the Phase I environmental site assessments dated July 17, 2025, there were no recognized environmental conditions at the Southeast MHC Portfolio Properties.

The following table presents certain information relating to the historical and current occupancy of the Southeast MHC Portfolio Properties:

Historical and Current Occupancy(1)
2022 2023 2024 Current(2)
Pine Hill & Pine Manor 97.3% 95.1% 98.3% 98.8%
Highridge 62.7% 93.9% 95.4% 93.0%
Crumley Farms 96.6% 97.5% 96.6% 98.3%
Boulder Trails 96.0% 86.1% 97.0% 94.0%
Sizemore 87.9% 97.0% 94.1% 100.0%
Southeast MHC Portfolio 86.6% 94.0% 96.8% 96.4%
(1)Historical Occupancy represents average annual occupancy for each property, with the exception of Boulder Trails 2022 occupancy which represents the T-11 months annualized occupancy.
(2)Current occupancy represents occupancy as of the underwritten rent rolls dated July 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.

 43 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 4 – Southeast MHC Portfolio

The following table presents certain information relating to the historical operating performance and Underwritten Net Cash Flow of the Southeast MHC Portfolio Properties:

Operating History and Underwritten Net Cash Flow
2022 2023 2024 TTM 6/30/2025 Underwritten Per Pad    %(1)    
Base Rent $2,051,286 $3,024,986 $3,548,395 $3,754,802 $3,953,820 $5,624.21 96.1%
Potential Income from Vacant Units 0 0 0 0 159,000 $226.17 3.9%
Gross Potential Rent $2,051,286 $3,024,986 $3,548,395 $3,754,802 $4,112,820 $5,850.38 100.0%
Other Income(2) 158,688 321,491 664,502 773,431 770,106 $1,095.46 18.7%
Net Rental Income $2,209,973 $3,346,478 $4,212,897 $4,528,233 $4,882,926 $6,945.84 118.7%
(Vacancy / Credit Loss) 0 ($20,830) ($3,245) ($2,510) ($205,641) ($292.52) (4.4%)
Total Effective Gross Income $2,209,973 $3,325,648 $4,209,653 $4,525,723 $4,677,285 $6,653.32 100.0%
Real Estate Taxes 44,572 48,493 76,265 76,265 67,870 $94.54 1.5%
Insurance 22,542 43,826 68,507 64,059 92,348 $131.36 2.0%
Management Fees 66,299 99,769 126,290 135,772 140,319 $199.60 3.0%
Payroll & Benefits 198,623 179,551 170,573 157,909 157,909 $224.62 3.4%
Repairs & Maintenance 78,505 127,247 117,520 136,541 136,541 $194.23 2.9%
Utilities 160,760 231,148 346,753 354,000 354,000 $503.56 7.6%
General & Administrative 51,211 56,237 49,293 62,997 62,997 $89.61 1.3%
Total Expenses $622,512 $786,272 $955,200 $987,542 $1,011,982 $1,439.52 21.6%
Net Operating Income $1,587,461 $2,539,376 $3,254,452 $3,538,181 $3,665,303 $5,213.80 78.4%
Replacement Reserves 0 0 0 0 35,150 $50.00 0.8%
Net Cash Flow $1,587,461 $2,539,376 $3,254,452 $3,538,181 $3,630,153 $5,163.80 77.6%
(1)The % column represents percentage of Gross Potential Rent for all revenue line items and percentage of Total Effective Gross Income for the remainder of the fields.
(2)Other Income includes late fees, administrative fees, utility reimbursement and application fees.

The Market. The Southeast MHC Portfolio Properties are located across three different metropolitan statistical areas (“MSA”) in Georgia and Alabama: Albany (three properties, 63.8% of underwritten NOI), Columbus (one property, 31.2% of underwritten NOI), and Auburn (one property, 4.9% of underwritten NOI).

The following table presents certain information relating to markets for the Southeast MHC Portfolio Properties:

Market Summary
MSA # of Properties # of Pads(1) % of Total Pads(1) Allocated Cut-off Date Loan Amount % of Allocated Cut-off Date Loan Amount Appraised Value(2) Underwritten NOI(1) % of Underwritten NOI Debt Yield (NOI) LTV
Albany 3 468 66.6% $22,925,000 63.7% $45,000,000 $2,340,282 63.8% 10.2% 50.9%
Columbus 1 201 28.6% $11,275,000 31.3% $21,800,000 $1,143,663 31.2% 10.1% 51.7%
Auburn 1 34 4.8% $1,800,000 5.0% $3,400,000 $181,358 4.9% 10.1% 52.9%
Total / Wtd. Avg. 5 703 100.0% $36,000,000 100.0% $70,200,000 $3,665,303 100.0% 10.2% 51.3%
(1)Based on the underwritten rent roll as of July 1, 2025.
(2)Source: Appraisals.

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   BMO 2025-5C12
No. 4 – Southeast MHC Portfolio

The following table presents certain information relating to the demographics of the Southeast MHC Portfolio Properties:

Demographic Summary(1)
2025 Population 2025 Average Household Income
Property Name Location 1-Mile 3-Mile 5-Mile 1-Mile 3-Mile 5-Mile
Pine Hill & Pine Manor Tifton, GA 406 5,229 22,504 $54,088 $65,611 $63,101
Highridge Phenix City, AL 1,298 4,382 11,654 $92,548 $90,178 $72,139
Crumley Farms Enigma, GA 1,040 1,679 3,442 $55,708 $55,974 $57,339
Boulder Trails Sylvester, GA 2,296 6,358 9,099 $59,788 $69,234 $72,250
Sizemore Opelika, AL 284 5,424 22,378 $79,401 $79,134 $75,986
Wtd. Avg. (based on UW NOI) 1,049 4,580 14,203 $68,413 $72,956 $66,969
(1) Source: Appraisals.

The Borrowers. The borrowers are Crumley Farms Park, Inc., Sizemore Park, Inc. and Pine Manor Park, Inc., each an Alabama or Georgia corporation and single purpose entity having at least one independent director in its organizational structure. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Southeast MHC Portfolio Mortgage Loan.

The Borrower Sponsor. The borrower sponsor and non-recourse carveout guarantor is Nancy P. McKee (“Nancy McKee”), sole owner of NPM Properties, Inc. (“NPM Properties”). NPM Properties is a full-service property management company that operates eight manufactured housing communities in Alabama and Georgia, including the Southeast MHC Portfolio Properties.

Property Management. The Southeast MHC Portfolio Properties are self-managed.

Escrows and Reserves. At origination of the Southeast MHC Portfolio Mortgage Loan, the borrowers deposited approximately (i) $35,654 into a reserve account for real estate taxes, and (ii) $34,925 into a reserve account for insurance premiums.

Tax Escrows – On a monthly basis, the borrowers are required to deposit into a real estate tax reserve 1/12th of the property taxes that the lender reasonably estimates will be payable over the next-ensuing 12-month period (initially estimated to be approximately $5,942).

Insurance Escrows – If the liability or casualty policies maintained by the borrowers do not constitute an approved blanket or umbrella policy or the lender requires the borrowers to obtain a separate policy, the borrowers are required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which would be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $11,642).

Replacement Reserves – On a monthly basis, the borrowers are required to deposit approximately $2,929 into a replacement reserve.

Lockbox / Cash Management. The Southeast MHC Portfolio Mortgage Loan is structured with a springing lockbox and springing cash management. On the first occurrence of a Trigger Period (as defined below), the borrowers are required to establish a lender-controlled lockbox account, and are thereafter required to deposit, or cause the property manager to immediately deposit, all revenue received by the borrowers or the property manager into such lockbox account and, within five days after the first occurrence of a Trigger Period, the borrowers are required to notify all tenants to pay rents and other sums due under their leases directly into the lockbox account. In addition, upon the first occurrence of a Trigger Period, the lender is required to establish a lender-controlled cash management account. All funds deposited into the lockbox account are required to be transferred on each business day to, or at the direction of, the borrowers, unless a Trigger Period exists and the lender elects (in its sole and absolute discretion) to deliver a restricted account notice to the institution maintaining the lockbox account, in which case all funds in the lockbox account are required to be swept on each business day to the lender-controlled cash management account to be applied and disbursed in accordance with the Southeast MHC Portfolio Mortgage Loan documents, and all excess cash flow funds remaining in the cash management account after the application

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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No. 4 – Southeast MHC Portfolio

of such funds in accordance with the Southeast MHC Portfolio Mortgage Loan documents are required to be (i) so long as a Trigger Period exists, deposited by the lender in an excess cash flow reserve account as additional collateral for the Southeast MHC Portfolio Mortgage Loan and (ii) to the extent no Trigger Period exists, disbursed to the borrowers. Upon the cure of all Trigger Periods, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrowers. Upon an event of default under the Southeast MHC Portfolio Mortgage Loan documents, the lender may apply funds in the accounts to the debt in such priority as it may determine.

Trigger Period” means a period (A) commencing upon the earliest of (i) the occurrence and continuance of an event of default under the Southeast MHC Portfolio Mortgage Loan documents and (ii) the debt service coverage ratio being less than 1.15x; and (B) expiring upon (x) with regard to clause (i) above, the cure (if applicable) of such event of default under the Southeast MHC Portfolio Mortgage Loan documents and (y) with regard to clause (ii) above, the date that the debt service coverage ratio is equal to or greater than 1.20x for two consecutive calendar quarters.

Subordinate and Mezzanine Debt. None.

Permitted Future Subordinate or Mezzanine Debt. Not permitted.

Partial Release. The borrowers have the right to at any time (other than the period starting 60 days prior to any securitization and ending 60 days after such securitization) to obtain the release of up to two of the related individual Southeast MHC Portfolio Properties (with the Pine Hill & Pine Manor Property considered to be two individual Southeast MHC Portfolio Properties for purposes of calculating the number of individual Southeast MHC Portfolio Properties being released) upon prepayment of an amount equal to 125% of the allocated loan amount of the applicable individual property, together with, if prior to the open period, a prepayment fee equal to the greater of 1.00% of the amount prepaid and a yield maintenance premium, subject to the satisfaction of certain conditions, including but not limited to (i) following such release, the debt service coverage ratio is at least equal to the greater of 1.53x and the debt service coverage ratio immediately prior to the release, (ii) following such release, the debt yield is at least equal to the greater of 10.08% and the debt yield immediately prior to the release, (iii) following such release, the loan-to-value ratio is not greater than the lesser of 51.28% and the loan-to-value ratio immediately preceding the release, and (iv) compliance with REMIC related conditions.

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.

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Structural and Collateral Term Sheet   BMO 2025-5C12
No. 5 – Verdigreen Hotels Portfolio

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   BMO 2025-5C12
No. 5 – Verdigreen Hotels Portfolio

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   BMO 2025-5C12
No. 5 – Verdigreen Hotels Portfolio
Mortgage Loan Information Property Information
Mortgage Loan Seller: SMC Single Asset / Portfolio: Portfolio
Original Principal Balance: $27,500,000 Title: Fee
Cut-off Date Principal Balance: $27,500,000 Property Type - Subtype: Hospitality – Various
% of Pool by IPB: 4.3% Net Rentable Area (Rooms): 115
Loan Purpose: Refinance/Acquisition(1) Location(4): Various, Various
Borrowers: Various(2) Year Built / Renovated(4): Various / Various
Borrower Sponsor: Travis Shelhorse Occupancy / ADR / RevPAR: 71.3% / $325.13 / $231.98
Interest Rate: 7.80000% Occupancy / ADR / RevPAR Date: 6/30/2025
Note Date: 9/8/2025 4th Most Recent NOI (As of): $4,118,553 (12/31/2022)
Maturity Date: 10/6/2030 3rd Most Recent NOI (As of): $4,360,039 (12/31/2023)
Interest-only Period: None 2nd Most Recent NOI (As of): $4,534,367 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of): $4,742,718 (TTM 6/30/2025)
Original Amortization Term: 360 months UW Occupancy / ADR / RevPAR: 71.3% / $325.13 / $231.98
Amortization Type: Amortizing Balloon UW Revenues: $11,208,075
Call Protection: L(24),D(32),O(4) UW Expenses: $6,764,311
Lockbox / Cash Management: Springing / Springing UW NOI: $4,443,764
Additional Debt: Yes UW NCF: $3,995,440
Additional Debt Balance: $6,100,000 Appraised Value / Per Room: $46,900,000 / $407,826
Additional Debt Type: Mezzanine Appraisal Date(5): Various

Escrows and Reserves(3) Financial Information
Initial Monthly Initial Mortgage Loan Total Debt
Taxes: $144,830 $26,458 N/A Cut-off Date Loan / Room: $239,130 $292,174
Insurance: $86,230 $43,095 N/A Maturity Date Loan / Room: $228,527 $281,570
FF&E Reserves: $0 $37,260 N/A Cut-off Date LTV: 58.6% 71.6%
Deferred Maintenance: $36,250 $0 N/A Maturity Date LTV: 56.0% 69.0%
Seasonality Reserve: $300,000 Springing $300,000 UW NCF DSCR: 1.68x 1.26x
UW NOI Debt Yield: 16.2% 13.2%

 

Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $27,500,000 75.5 % Savannah Hotels Purchase Price $29,050,000 79.8 %
Mezzanine Loan 6,100,000 16.8   Loan Payoff 4,969,916 13.7
Sponsor Equity 2,804,228 7.7   Closing Costs 1,817,001 5.0
Upfront Reserves 567,310 1.6
Total Sources $36,404,228 100.0 % Total Uses $36,404,228 100.0 %
(1)The Verdigreen Hotels Portfolio Mortgage Loan (as defined below) facilitated the (i) acquisition of the Kehoe House, Eliza Thompson House, The Gastonian and East Bay Inn properties (collectively, the “Savannah Hotels”) and (ii) refinance of the Marrero’s Guest Mansion and Hotel Mountain Brook properties.
(2)The borrowers under the Verdigreen Hotels Portfolio Mortgage Loan are VREHVII East Bay, LLC, VREHVII Eliza Thompson, LLC, VREHVII Gastonian, LLC, VREHVII Kehoe House, LLC, VREHII Mountain Brook, LLC and VREHIII Marreros, LLC.
(3)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(4)For a full description of the Verdigreen Hotels Portfolio Properties (as defined below), please refer to “The Properties” below.
(5)The appraisal dates are May 6, 2025, May 7, 2025 and May 12, 2025.

The Loan. The fifth largest mortgage loan (the “Verdigreen Hotels Portfolio Mortgage Loan”) has an outstanding principal balance as of the Cut-off Date of $27,500,000 and is secured by the borrower’s fee interest in a six-property hotel portfolio totaling 115 boutique hotel rooms located in Savannah, Georgia, Key West, Florida, and Tannersville, New York (the “Verdigreen Hotels Portfolio Properties”). The Verdigreen Hotels Portfolio Mortgage Loan was originated by Starwood Mortgage Capital LLC on September 8, 2025. The Verdigreen Hotels Portfolio Mortgage Loan accrues interest at a rate of 7.80000% per annum. The Verdigreen Hotels Portfolio Mortgage Loan has a five-year term, amortizes on a 30-year schedule and accrues interest on an Actual/360 basis. The scheduled maturity date of the the Verdigreen Hotels Portfolio Mortgage Loan is October 6, 2030.

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   BMO 2025-5C12
No. 5 – Verdigreen Hotels Portfolio

The Verdigreen Hotels Portfolio mezzanine loan (the “Verdigreen Hotels Portfolio Mezzanine Loan”) has an outstanding principal balance as of the Cut-off Date of $6,100,000 and, together with the Verdigreen Hotels Portfolio Mortgage Loan, has an aggregate outstanding principal balance as of the Cut-off Date of $33,600,000 (the “Verdigreen Hotels Portfolio Total Debt”). The Verdigreen Hotels Portfolio Mezzanine Loan is interest-only, is coterminous with the Verdigreen Hotels Portfolio Mortgage Loan and accrues interest at a rate of 13.00000% per annum.

The Properties. The Verdigreen Hotels Portfolio Properties consist of six boutique hotels comprising 115 rooms. The following table presents certain information relating to the Verdigreen Hotels Portfolio Properties:

Portfolio Summary
Property Name City, State Year Built / Renovated(1) Rooms(2) TTM Occupancy % / RevPAR(2) Allocated
Cut-off Date Loan Amount (“ALA”)(3)
% of ALA Appraised Value(1) % of Appraised Value(1) UW NOI % of UW NOI
East Bay Inn Savannah, GA 1852 / 1984 28 73.8% / $189.48 $6,900,000 25.1 % $11,300,000 24.1 % $1,097,681 24.7 %
Eliza Thompson House Savannah, GA 1847 / 1986 25 76.2% / $204.36 5,000,000 18.2 7,700,000 16.4 808,992 18.2
Marrero’s Guest Mansion Key West, FL 1928 / 2021-2024 12 74.8% / $353.24 4,300,000 15.6 9,500,000 20.3 720,950 16.2
Hotel Mountain Brook Tannersville, NY 1945 / 2022 20 56.3% / $193.88 4,100,000 14.9 6,100,000 13.0 643,499 14.5
The Gastonian Savannah, GA 1868 / 1985 17 71.1% / $262.15 3,750,000 13.6 6,200,000 13.2 615,706 13.9
Kehoe House Savannah, GA 1892 / 1992 13 77.1% / $283.88 3,450,000 12.5 6,100,000 13.0 556,936 12.5
Total/Wtd. Avg. 115 71.4% / $231.98 $27,500,000 100.0 % $46,900,000 100.0 % $4,443,764 100.0 %
(1)Source: Appraisals.
(2)As provided by the borrowers as of June 30, 2025.
(3)The Verdigreen Hotels Portfolio Mortgage Loan documents do not permit the release of any of the Verdigreen Hotels Portfolio Properties.

East Bay Inn. The East Bay Inn property is a 28-room full-service hotel which was constructed in 1852 as a warehouse, and was reconstructed into a hotel in 1984. The East Bay Inn property is located across the street from Savannah's famous waterfront. The East Bay Inn property features an on-site bar and restaurant, full-service concierge, an elevator, accessible rooms and free Wi-Fi. The East Bay Inn property’s rooms include a mini-fridge, air conditioning, blackout curtains, flat-screen TV and bathrobes. The restaurant space is leased to Debi’s Restaurant, which has been at the East Bay Inn property since 2019. Debi’s Restaurant operates under a lease that expires in June 2028. Debi’s Restaurant has no renewal or termination options remaining.

Eliza Thompson House. The Eliza Thompson House property is a 25-room full-service hotel which was constructed in 1847 and was converted from a private residence into a hotel in 1986. The Eliza Thompson House property has three stories and 25 guestrooms. The Eliza Thompson House property is located on historic Jones Street and has its own private courtyard. The Eliza Thompson House property features a chef-prepared breakfast, evening desserts, housekeeping and free Wi-Fi. The Eliza Thompson House property’s rooms include a seating area, air conditioning, blackout curtains, flat-screen TV, and bathrobes.

Marrero’s Guest Mansion. The Marrero’s Guest Mansion property is a 12-room limited-service hotel which was built in 1928 and was last renovated between 2021 and 2024. The Marrero’s Guest Mansion property features continental breakfast, saltwater pool, tea and coffee bar, free Wi-Fi and daily housekeeping. The Marrero’s Guest Mansion property’s rooms include a seating area, air conditioning, air purifier, refrigerator and a flat-screen TV. The borrower sponsor purchased the Marrero’s Guest Mansion property in June 2021 for $5.5 million. Since acquisition, the borrower sponsor redesigned and rebranded the Marrero’s Guest Mansion property. The borrower sponsor has spent approximately $1.51 million to renovate the Marrero’s Guest Mansion property equating to a total cost basis of approximately $7.3 million.

Hotel Mountain Brook. The Hotel Mountain Brook property is a 20-room limited-service hotel which was built in 1945 and underwent a major renovation in 2022. The Hotel Mountain Brook property has three stories and 20 guestrooms, with rooms in the main and east lodges as well as private cabins and a three-bedroom suite. The Hotel Mountain Brook property is a boutique hotel that features a continental or buffet breakfast, sun terrace, bar, outdoor fireplace, picnic area, offsite canoeing, Wi-Fi and game room. The Hotel Mountain Brook property’s rooms include a seating area, air conditioning, air purifier, flat-screen TV, blackout curtains and refrigerator. The borrower sponsor purchased the Hotel Mountain Brook property in March 2021 for $3.0 million. Since acquisition, the borrower sponsor has spent approximately $1.62 million to renovate the Hotel Mountain Brook 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.

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No. 5 – Verdigreen Hotels Portfolio

The Gastonian. The Gastonian property is a 17-room full-service hotel. The Gastonian property consists of two restored 1868-build residential homes that were opened as a hotel in 1985. The Gastonian property has three stories and 17 guestrooms including a honeymoon suite and a penthouse suite. The Gastonian property features a chef-prepared breakfast, daily housekeeping and free Wi-Fi. The Gastonian property’s rooms include a seating area, air conditioning, fireplace, blackout curtains, flat-screen TV, and bathrobes.

Kehoe House. The Kehoe House property is a 13-room full-service hotel, which was built in 1892 as a private residence and converted to a hotel in 1992. The Kehoe House property is four stories and has 13 guestrooms, divided into 11 King rooms and two Queen rooms. The Kehoe House property features cooked-to-order breakfasts served in the dining room or delivered to the room, homemade dessert service, daily housekeeping, Wi-Fi and free parking. The Kehoe House property’s rooms include a seating area, air conditioning, fireplace, blackout curtains, flat-screen TV and bathrobes.

Environmental. According to the Phase I environmental assessments dated May 15, 2025 and May 19, 2025, there was no evidence of any recognized or controlled recognized environmental conditions at the Verdigreen Hotels Portfolio Properties.

The Markets. Four of the six Verdigreen Hotels Portfolio Properties are located in Savannah, Georgia. Savannah is home to Gulfstream Aerospace which, as of 2023, employs approximately 11,500 employees, St. Joseph’s Candler and Memorial University Medical Center which employ approximately 8,500 employees combined, and Walmart and Target distribution centers which employ approximately 3,300-4,999 and 1,200 employees, respectively. The Port of Savannah is a major hub and one of the largest ports on the East Coast. In 2023, over 17 million tourists visited Savannah spending over $4.7 billion, reflecting the city's increasing appeal as a travel destination.

The Marrero’s Guest Mansion property is located in Key West, Florida. Key West is supported by employers such as the Monroe County School District, the Lower Keys Medical Center and the United States Navy’s presence at Naval Air Station Key West. As a major cruise ship destination and gateway to the Florida Keys, Key West benefits from steady tourism traffic. Annually, over one million visitors arrive in Key West, contributing more than $1.3 billion to the local economy.

The Hotel Mountain Brook property is located in Tannersville, New York. Tannersville is also known as “The Painted Village in the Sky” and attracts people for its beauty and convenient access to miles of pristine wilderness. Employment in the area is driven by services such as healthcare support, professional and technical services and manufacturing.

The following table presents certain information relating to the performance of the Savannah Hotels (third-party market research reports are not available for the Marrero’s Guest Mansion and the Hotel Mountain Brook properties):

Savannah Hotels Historical Occupancy, ADR, RevPAR(1)(2)(3)(4)
Competitive Set(4) Savannah Hotels(5) Penetration Factor
Year Occupancy ADR RevPAR Occupancy ADR RevPAR Occupancy ADR RevPAR
2022 71.6% $277.04 $197.66 82.8% $275.31 $228.24 115.6% 99.4% 115.5%
2023 72.5% $268.39 $193.84 78.3% $293.13 $229.10 107.9% 109.2% 118.2%
2024 72.4% $255.18 $184.64 75.2% $294.66 $221.04 103.9% 115.5% 119.7%
TTM(6) 72.1% $249.34 $180.07 74.5% $300.63 $223.63 103.3% 120.6% 124.2%
(1)Data provided by a third-party market research report.
(2)The variances between the underwriting, appraisal and third-party market research provider date with respect to Occupancy, ADR and RevPAR at the Savannah Hotels properties are attributable to differing reporting methodologies and/or timing differences.
(3)Calculations are based on a weighted average room count for the Savannah Hotels and exclude the Marrero’s Guest Mansion and Hotel Mountain Brook properties.
(4)The competitive set includes River Street Inn, The Bluff Savannah Historic, Tapestry Collection by Hilton, The Drayton Hotel Savannah, Curio Collection by Hilton, Planters Inn on Reynolds Square, The Cotton Sail Hotel, Tapestry Collection by Hilton, The Bohemian Hotel Savannah Riverfront, Autograph Collection, Bellwether House, Hamilton Turner Inn, the Kimpton Brice, Andaz Savannah and certain of the Savannah Hotels.
(5)As provided in the underwriting and based on the borrowers’ operating statements.
(6)TTM represents the trailing 12-month period ending June 30, 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   BMO 2025-5C12
No. 5 – Verdigreen Hotels Portfolio

The following table presents certain information relating to the operating history and underwritten cash flows of the Verdigreen Hotels Portfolio Properties:

Operating History and Underwritten Net Cash Flow

2022         

2023         

2024         

TTM(1)      

Underwritten   

Per Room(2)  

% of Total Revenue
Occupancy 76.5% 73.1% 71.5% 71.3% 71.3%
ADR $291.97 $312.40 $320.92 $325.13 $325.13
RevPAR $223.24 $228.34 $229.40 $231.98 $231.98
Room Revenue $9,370,645 $9,584,606 $9,629,166 $9,737,384 $9,737,384 $84,673 86.9 %
Food and Beverage Revenue 83,590 81,702 87,494 88,505 101,705 884 0.9  
Other Departmental Revenue 1,216,839 1,266,714 1,385,217 1,368,986 1,368,986 11,904   12.2  
Total Revenue $10,671,074 $10,933,022 $11,101,877 $11,194,875 $11,208,075 $97,462 100.0 %
Room Expense 3,243,778 3,257,053 3,179,047 3,132,387 3,132,387 27,238 27.9  
Food and Beverage Expenses 0 0 0 0 0 0 0.0  
Other Departmental Expenses 236,557 217,990 221,111 200,499 200,499 1,743 1.8  
Departmental Expenses $3,480,335 $3,475,043 $3,400,158 $3,332,886 $3,332,886 $28,982 29.7 %
Gross Operating Income $7,190,739 $7,457,979 $7,701,719 $7,861,989 $7,875,189 $68,480 70.3 %
Operating Expenses $2,582,121 $2,582,443 $2,628,074 $2,573,996 $2,574,392 $22,386 23.0 %
Gross Operating Profit $4,608,618 $4,875,536 $5,073,645 $5,287,993 $5,300,797 $46,094 47.3 %
Total Other Expenses $490,065 $515,498 $539,277 $545,275 $857,033 $7,452 7.6 %
Net Operating Income $4,118,553 $4,360,039 $4,534,367 $4,742,718 $4,443,764 $38,641 39.6 %
FF&E 0 0 0 0 448,323 3,898 4.0  
Net Cash Flow $4,118,553 $4,360,039 $4,534,367 $4,742,718 $3,995,440 $34,743 35.6 %
(1)TTM column reflects the trailing 12 months ending June 30, 2025.
(2)Per Room values are based on 115 rooms.

The Borrowers. The borrowers are VREHVII East Bay, LLC, VREHVII Eliza Thompson, LLC, VREHVII Gastonian, LLC, VREHVII Kehoe House, LLC, VREHII Mountain Brook, LLC and VREHIII Marreros, LLC, each a Delaware limited liability company and special purpose entity. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Verdigreen Hotels Portfolio Mortgage Loan.

The Borrower Sponsor. The borrower sponsor and non-recourse carve-out guarantor is Travis Shelhorse. Mr. Shelhorse is the founder and CEO of Verdigreen Hotels & Residences (“Verdigreen”). Including the Verdigreen Hotels Portfolio Properties, Verdigreen is the owner of 15 independent hospitality assets across five states totaling 204 keys.

Property Management. The Verdigreen Hotels Portfolio Properties are managed by Verdigreen Hotels, LLC, an affiliate of the borrowers.

Escrows and Reserves. At origination, the borrowers deposited into escrow approximately (i) $144,830 for real estate taxes, (ii) $86,230 for insurance premiums, (iii) $36,250 for deferred maintenance and (iv) $300,000 for a seasonality reserve.

Tax Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated tax payments, which currently equates to $26,458.

Insurance Escrows – On a monthly basis, the borrowers are required to escrow 1/12th of the annual estimated insurance payments, which currently equates to $43,095.

Replacement Reserves – On a monthly basis, the borrowers are required to escrow an amount equal to 1/12th of 4% of annual gross revenues, which currently equates to $37,260.

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   BMO 2025-5C12
No. 5 – Verdigreen Hotels Portfolio

Seasonality Reserve – At origination, the borrowers deposited $300,000 into a seasonality reserve which funds are available to be used in July, August, September, December and January of each year if and only to the extent there is insufficient cash flow from the Verdigreen Hotels Portfolio Properties to make monthly debt service payments. Upon any disbursement from the Seasonality Reserve account, the borrowers are required to replenish the reserve, up to an amount equal to $300,000 (the “Seasonality Reserve Cap Amount”), in monthly installments of $42,860 (the “Seasonality Reserve Monthly Deposit Amount”) on each monthly payment date occurring in October, November, February, March, April, May and June of each calendar year.

From and after November 6, 2026, provided no Verdigreen Hotels Portfolio Sweep Event Period (as defined below) is then continuing, the lender is required to disburse any funds in the Seasonality Reserve to the borrowers following (i) the lender’s receipt of written request from the borrowers for such disbursement and (ii) the DSCR (as defined below) is equal to or greater than 1.10x for each of the 12 prior consecutive calendar months (the “Seasonality Reserve Suspension Conditions”). In the event that the DSCR ever thereafter falls below 1.10x for any two consecutive months, the borrowers are required to replenish the Seasonality Reserve, up to an aggregate amount equal to the Seasonality Reserve Cap Amount, in installments equal to the Seasonality Reserve Monthly Deposit Amount on each payment date occurring in October, November, February, March, April, May and June of each calendar year until such time as the Seasonality Reserve Suspension Conditions have been satisfied.

Lockbox / Cash Management. The Verdigreen Hotels Portfolio Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the occurrence and during the continuance of the first occurrence of a Verdigreen Hotels Portfolio Sweep Event Period or a Verdigreen Hotels Portfolio Mezzanine Loan Sweep Event Period (as defined below) and for the remainder of the term of the Verdigreen Hotels Portfolio Mortgage Loan upon any subsequent occurrence of a Verdigreen Hotels Portfolio Sweep Event Period or a Verdigreen Hotels Portfolio Mezzanine Loan Sweep Event Period, the borrowers or property manager, as applicable, must cause all credit card receipts to be deposited into the lockbox account. During the continuance of a Verdigreen Hotels Portfolio Sweep Event Period or a Verdigreen Hotels Portfolio Mezzanine Loan Sweep Event Period, all funds in the lockbox account are required to be swept daily to a cash management account under the control of the lender to be applied and disbursed in accordance with the Verdigreen Hotels Portfolio Mortgage Loan documents, and all excess cash flow funds remaining in the cash management account after the application of such funds in accordance with the Verdigreen Hotels Portfolio Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Verdigreen Hotels Portfolio Mortgage Loan. To the extent that no Verdigreen Hotels Portfolio Sweep Event Period and no Verdigreen Hotels Portfolio Mezzanine Loan Sweep Event Period is continuing, all excess funds on deposit in the lockbox account are required to be disbursed to the borrowers.

A “Verdigreen Hotels Portfolio Sweep Event Period” will commence upon the earlier of the following: (i) the occurrence of an event of default under the Verdigreen Hotels Portfolio Mortgage Loan documents or (ii) the date on which the debt service coverage ratio (“DSCR”) (based on a 30-year amortization schedule) is less than 1.35x based on the trailing 12 months.

A Verdigreen Hotels Portfolio Sweep Event Period will end with regard to: (a) clause (i), upon the cure of such event of default and the lender’s acceptance of such cure in its sole and absolute discretion; and (b) clause (ii), upon the DSCR (based on a 30-year amortization schedule) based on the trailing 12-month period being at least 1.45x for two consecutive calendar quarters.

A “Verdigreen Hotels Portfolio Mezzanine Loan Sweep Event Period” will commence upon the earliest of the following: (i) the occurrence of an event of default under the Verdigreen Hotels Portfolio Mezzanine Loan documents, (ii) the commencement of a Verdigreen Hotels Portfolio Sweep Event Period; or (iii) the date on which the DSCR (based on a 30-year amortization schedule) is less than 1.10x based on the trailing 12 months.

A Verdigreen Hotels Portfolio Mezzanine Loan Sweep Event Period will end with regard to: (a) clause (i), upon the cure of such event of default and the lender’s acceptance of such cure in its sole and absolute discretion; (b) clause (i), upon the termination of the Verdigreen Hotels Portfolio Sweep Event Period; and (c) clause (iii), upon the DSCR based on the trailing 12-month period being at least 1.20x for two consecutive calendar quarters.

Subordinate Debt and Mezzanine Debt. The Verdigreen Hotels Portfolio Mezzanine Loan has an outstanding principal balance of $6,100,000 as of the Cut-off Date, accrues interest at a rate of 13.000% per annum and is coterminous with the Verdigreen Hotels Portfolio Mortgage Loan. The Verdigreen Hotels Portfolio Mezzanine Loan is secured by the borrower

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   BMO 2025-5C12
No. 5 – Verdigreen Hotels Portfolio

sponsor’s direct equity interests in the borrowers and is interest-only for the entire term. The Verdigreen Hotels Portfolio Mezzanine Loan was originated by QFP VGP MEZZ, LLC.

Permitted Future Subordinate or Mezzanine Debt. Not permitted.

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.

 54 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

 

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.

 55 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

 

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.

 56 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

Mortgage Loan Information Property Information
Mortgage Loan Seller: GACC Single Asset / Portfolio: Single Asset
Original Principal Balance(1): $27,000,000 Title: Fee
Cut-off Date Principal Balance(1): $27,000,000 Property Type Subtype: Multifamily – High Rise
% of Pool by IPB: 4.2% Net Rentable Area (Units): 581
Loan Purpose: Refinance Location: New York, NY
Borrower: 180 Water LLC Year Built / Renovated: 1971 / 2017
Borrower Sponsor: 60 Guilders, LLC Occupancy: 97.6%
Interest Rate(2): 5.33300% Occupancy Date: 7/2/2025
Note Date: 7/29/2025 4th Most Recent NOI (As of): $12,527,357 (12/31/2022)
Maturity Date: 8/6/2030 3rd Most Recent NOI (As of): $15,528,907 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of): $17,313,508 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of): $18,062,021 (TTM 5/31/2025)
Original Amortization Term: None UW Economic Occupancy: 94.7%
Amortization Type: Interest Only UW Revenues: $36,402,924
Call Protection(3): L(26),D(30),O(4) UW Expenses: $16,332,560
Lockbox / Cash Management(4): Soft (Residential); Hard (Commercial) / Springing UW NOI: $20,070,365
Additional Debt(1): Yes UW NCF: $20,070,365
Additional Debt Balance(1): $121,000,000 / $132,000,000 / $100,000,000 Appraised Value / Per Unit: $378,000,000 / $650,602
Additional Debt Type(1): Pari Passu / B-Note / Mezzanine Appraisal Date: 4/30/2025

Escrows and Reserves(5) Financial Information(1)
Initial Monthly Initial Cap Senior Loan Whole Loan
Taxes(6): $726,573 $908,216 N/A Cut-off Date Loan / Unit: $254,733 $481,928
Insurance(6): $197,336 $101,195 N/A Maturity Date Loan / Unit: $254,733 $481,928
Replacement Reserve: $0 $12,104 N/A Cut-off Date LTV: 39.2% 74.1%
TI/LC: $0 $3,178 N/A Maturity Date LTV: 39.2% 74.1%
Immediate Repairs: $1,209,250 $0 N/A UW NCF DSCR: 2.50x 1.12x
Other Reserves(7): $4,600,000 $0 N/A UW NOI Debt Yield: 13.6% 7.2%
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Senior Loan $148,000,000 40.2 % Purchase Price & Costs(8) $346,635,254 94.1%
Subordinate Loan 132,000,000 35.8   Closing Costs 14,974,995 4.1%
Preferred Equity 50,000,000 13.6   Reserves 6,604,409 1.8%
Sponsor Equity 38,214,658 10.4  
Total Sources $368,214,658 100.0 % Total Uses $368,214,658 100.0%
(1)The 180 Water Mortgage Loan (as defined below) is part of the 180 Water Whole Loan (as defined below), which is comprised of seven pari passu senior promissory notes and one junior promissory note, with an aggregate original principal balance and Cut-off Date Balance of $280,000,000. The Financial Information in the chart above under the heading "Senior Loan" is based solely on the aggregate outstanding principal balance as of the Cut-off Date of the 180 Water Senior Loan (as defined below) and the Financial Information in the chart above under the heading "Whole Loan" is based on the aggregate outstanding principal balance as of the Cut-off Date of the 180 Water Whole Loan.
(2)The Interest Rate represents the weighted average interest rate of Notes A-5 and A-6, which constitute the 180 Water Mortgage Loan. The weighted average interest rate for the 180 Water Senior Notes (as defined below) is 5.34703378378378% per annum and the weighted average interest rate for the 180 Water Whole Loan is 6.319575% per annum. See “Description of the Mortgage Pool—Certain Calculations and Definitions” and “The Mortgage Pool—The Whole Loans—The 180 Water Pari Passu-AB Whole Loan” in the Preliminary Prospectus.
(3)The defeasance lockout period will be at least 26 payment dates beginning with and including the first payment date on September 6, 2025. Defeasance of the 180 Water Whole Loan is permitted after the date that is the earlier of (i) two years from the closing date of the securitization that includes the last pari passu note to be securitized and (ii) July 29, 2028. Any mandatory prepayment of the principal of the 180 Water Whole Loan and any other voluntary prepayments of principal of the 180 Water Whole Loan, when no event of default exists, will be applied first to the 180 Water Senior Notes and then to the 180 Water Junior Note (as defined below). The assumed lockout period of 26 payments is based on the closing date of the BMO 2025-5C12 securitization trust in October 2025. The actual lockout period may be longer.
(4)The 180 Water Whole Loan is structured with a hard lockbox for commercial tenants, soft lockbox for residential tenants, and springing cash management.
(5)For a full description of Escrows and Reserves, see “Escrows and Reserves” below.
(6)For the first four payment dates, the monthly deposit to the Tax reserve will be approximately $908,216 and for the first ten payment dates, the deposit to the Insurance reserve will be approximately $101,195. Thereafter, the deposit will be equal to 1/12th of the anticipated annual taxes or insurance premiums, as applicable.
(7)Other Reserve consists of an Amenity Space Reserve for certain discretionary work at the 180 Water Property (as defined below).

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.

 57 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

(8)The prior mortgage loan matured on November 6, 2024, and thereafter was in maturity default, and a foreclosure action was filed in April 2025. The 180 Water Whole Loan repaid the prior mortgage loan in full and the foreclosure action was terminated. See “Description of the Mortgage PoolDefault History, Bankruptcy Issues and Other Proceedings” in the Preliminary Prospectus.

The Loan. The sixth largest loan (the “180 Water Mortgage Loan”) is part of a whole loan with an outstanding balance of $280,000,000 (the “180 Water Whole Loan”) comprised of (i) seven pari passu senior notes with an aggregate outstanding balance of $148,000,000 (collectively the “180 Water Senior Notes”), which collectively evidence the senior portion of the 180 Water Whole Loan (the “180 Water Senior Loan”), and (ii) one junior note with an outstanding balance of $132,000,000 (the “180 Water Junior Note”). Among the 180 Water Senior Notes are the non-controlling Notes A-5 and A-6 with an aggregate initial principal balance of $27,000,000 (the “180 Water Mortgage Loan”), which will be contributed to the BMO 2025-5C12 Mortgage Trust. The 180 Water Whole Loan is evidenced by the borrower’s fee interest in a 581 unit, Class A, multifamily property located in New York, NY (the “180 Water Property”). The 180 Water Mortgage Loan was originated by German American Capital Corporation on July 29, 2025. The 180 Water Mortgage Loan has a five-year term, is interest-only for the full term and accrues interest at a fixed rate of 5.33300% per annum on an Actual/360 basis. The scheduled maturity date of the 180 Water Whole Loan is August 6, 2030.

The relationship between the holders of the 180 Water Whole Loan is governed by a co-lender agreement as described under “Description of the Mortgage Pool—The Whole Loans—The Outside Serviced Pari Passu Whole Loans” in the Preliminary Prospectus. The 180 Water Whole Loan will be serviced under the pooling and servicing agreement for the COMM 2025-180W securitization trust. See “The Pooling and Servicing Agreement—Servicing of the Outside Serviced Mortgage Loans” in the Preliminary Prospectus.

The table below identifies the promissory notes that comprise the 180 Water Whole Loan:

Whole Loan Summary
Note Original Balance Cut-off Date Balance Note Holder Controlling Piece
A-1 $1,000,000 $1,000,000 COMM 2025-180W No
A-2 50,000,000 50,000,000 Benchmark 2025-V17(1) No
A-3 40,000,000 40,000,000 GACC(2) No
A-4 20,000,000 20,000,000 GACC(2) No
A-5 15,000,000 15,000,000 BMO 2025-5C12 No
A-6 12,000,000 12,000,000 BMO 2025-5C12 No
A-7 10,000,000 10,000,000 Benchmark 2025-V17(1) No
B 132,000,000 132,000,000 COMM 2025-180W Yes
Whole Loan $280,000,000 $280,000,000
(1)The Benchmark 2025-V17 transaction is expected to close on or about September 29, 2025.
(2)Expected to be contributed to one or more securitization trust(s).

The Property. The 180 Water Property is a 581-unit, 29-story, Class A multifamily property located in the Financial District of New York City. The 180 Water Property was constructed in 1971 as an office building, and subsequently converted to multifamily in 2017. The 180 Water Property offers studio to 3-bedroom residences along with an array of amenities, including a rooftop pool and terrace, a full Techno-Gym outfitted fitness center and yoga studio which feature panoramic views of Lower Manhattan, 24-hour concierge and valet services, and a residents’ lounge featuring an entertainment kitchen, dining area, and gaming room. Residences offer 10’ ceilings, over-sized picture frame windows which provide abundant natural light, white oak finished flooring and modern kitchens accented with custom paneled appliances and white lacquer cabinetry. Additionally, the 180 Water Property features 13,868 SF of grade-level and basement retail space on Water, John and Pearl Streets.

The 180 Water Property is located in Downtown Manhattan’s Financial District. Once primarily a 9-to-5 district, the Financial District has transformed into a vibrant mixed-use neighborhood. The Financial District includes restaurants, hotels, shopping malls, renovated waterfront parks, and nightlife. The 180 Water Property is located an approximately 5-minute walk away from Fulton Street Center, which provides access to the 2, 3, 4, 5, A, C, J, and Z trains. Additionally, the Dey Street Passageway, an underground passage to the World Trade Center, provides access to the PATH station to New Jersey and the WTC Cortlandt Street station (1, 2, 3, A, C, E, N, R, W). Finally, the major ferry terminal at Wall Street, approximately a 7-minute walk from the 180 Water Property, offers connections to Brooklyn, Staten Island, Hoboken, and Jersey City.

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.

 58 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

The 180 Water Property is currently 97.6% physically occupied as of July 2, 2025 and the tenants are primarily comprised of high income, young professionals. Following loan origination, the borrower sponsor is planning to contribute approximately $6.5 million in cash equity to enhance the 180 Water Property’s offerings by repurposing currently vacant commercial retail space into additional amenity space, alongside improving lighting in residential units during turnover. Approximately $5.6 million of that investment is planned to be spent transforming 9,382 SF of currently vacant retail space into amenities such as a spa, golf simulator, conference center, bowling alley, game room, and movie theater, although the 180 Water Whole Loan Documents do not require the borrower sponsor to do so. We cannot assure you that these capital improvements will be completed as expected or at all.

Economic vacancy at the 180 Water Property has declined from 19.3% in 2022 to 7.4% in 2024, and 4.8% as of the trailing three months ended May 31, 2025 (the “May 2025 T-3”). This reduction corresponds with a decrease in rental concessions, which fell from 15.8% of gross potential rent in 2022 to 3.4% in 2024 and 3.3% as of the trailing twelve months ended May 31, 2025 (the “May 2025 T-12”). Net rental income increased from $24.4 million in 2022 to $31.8 million in the May 2025 T-12, representing a 30.2% increase. As of the May 2025 T-3, net rental income reached $32.8 million, a 34.0% increase compared to 2022.

In addition to the 180 Water Property’s 581 multifamily units and amenities, the 180 Water Property has 13,868 SF of retail space. However, 9,382 SF of currently vacant retail space is planned to be converted into amenities for tenants, with the aim of enhancing the 180 Water Property’s amenity offerings. The 4,486 SF of remaining retail space is occupied by three tenants with a weighted average remaining lease term of 3.7 years. The largest tenant, Citibank, is a credit rated entity (Moody’s / Fitch / S&P: A3 / A / BBB+).

The following table presents certain information relating to the commercial tenants at the 180 Water Property.

Tenant Summary(1)
Tenant

Credit Rating

(Moody’s/Fitch/S&P)(2)

Net Rentable Area (Sq. Ft.) % of Net Rentable Area Annual UW Base Rent

Annual UW

Base Rent Per

Sq. Ft.

% of Total Annual U/W Commercial Rental Income Lease Expiration
Citibank A3/A/BBB+ 3,496 77.9 % $934,559 $267.32 79.5 % 4/30/2029
Dunkin Donuts NR/NR/NR 750 16.7 % $202,989 $270.65 17.3 % 8/31/2029
AT&T Wireless Baa2/BBB+/BBB 240 5.3 % $38,337 $159.74 3.3 % 10/31/2029
Total / Wtd. Avg. 4,486 100.0 % $1,175,886 $262.12 100.0 %
(1)Based on the underwritten rent roll dated July 2, 2025.
(2)Credit Rating may be that of the parent company, regardless of whether it guarantees the lease.

The following table presents certain information relating to the unit mix at the 180 Water Property:

Unit Type Summary(1)
Unit Type # of Units Occupancy %(2) Average SF / Unit Rent / Unit / Month Rent / SF / Year
Studio 260 96.9% 461 $3,780 $98.10
1 Bed 1 Bath 174 97.1 628 $4,994 $95.37
1 Bed 2 Bath 45 100.0 888 $6,106 $82.47
2 Bed 1 Bath 26 100.0 740 $6,113 $99.12
2 Bed 2 Bath 27 100.0 1,011 $7,131 $84.63
2 Bed 4 Bath 1 100.0 1,317 $10,695 $97.45
3 Bed 3 Bath 48 97.9 1,258 $9,176 $87.50
Total/Wtd. Avg. 581 97.6% 649 $5,053 $92.99
(1)Based on the underwritten rent roll dated July 2, 2025.
(2)Employee Units treated as vacant for occupancy calculations.

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.

 59 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

The following table presents certain information relating to historical and current occupancy for the 180 Water Property:

Historical and Current Occupancy(1)
2022 2023 2024 Current(2)
96.8% 96.7% 96.0% 97.6%
(1)Historical occupancy presented is as of December 31 of each year.
(2)Based on the underwritten rent roll dated July 2, 2025.

Appraisal. According to the appraisal, the 180 Water Property had a “As Is” appraised value of $378,000,000 as of April 30, 2025.

180 Water Property Appraised Value(1)
Appraisal Approach Value Capitalization Rate
As Is $378,000,000 4.75%
(1)Source: Appraisal.

Environmental. According to the Phase I environmental report, dated May 9, 2025, there was no evidence of any recognized environmental conditions at the 180 Water Property.

The following table presents certain information relating to the operating history and underwritten cash flows of the 180 Water Property:

Operating History and Underwritten Net Cash Flows
2022 2023 2024 May 31, 2025 TTM Underwritten(1) Per Unit %  
Gross Potential Rent $30,313,385 $32,071,829 $33,609,586 $34,119,715 $35,501,863 $61,105 105.6%  
Vacancy (958,084) (1,066,072) (1,347,645) (1,172,478) (1,775,093)(2) (3,055) (5.3% )
Concessions (4,800,975) (1,872,203) (1,153,995) (1,122,155) 0 0 0.0%  
Bad Debt (105,934) (11,019) (1,432) (36) 0 0 0.0%  
Employee Units 0 0 0 0 (110,117) (190) (0.3% )
Net Rental Income $24,448,392 $29,122,535 $31,106,514 $31,825,046 $33,616,653 $57,860 100.0%  
Other Income(3) 3,014,098 2,482,562 2,571,684 2,540,692 2,786,271 4,796 8.3%  
Effective Gross Income $27,462,490 $31,605,097 $33,678,198 $34,365,738 $36,402,924 $62,656 100.0%  
   Management Fee 1,148,150 1,262,781 1,267,627 1,287,558 1,092,088 1,880 3.0%  
   Payroll 2,279,427 2,441,771 2,492,085 2,469,960 2,571,274 4,426     7.1%  
   Utilities 1,194,998 1,124,715 1,113,845 1,189,864 1,149,238 1,978 3.2%  
   R&M 1,021,901 1,275,061 1,138,631 1,066,447 1,174,812 2,022 3.2%  
   G&A 260,727 299,641 353,245 306,062 364,469 627 1.0%  
   Advertising 146,411 189,279 186,111 194,503 315,838 544 0.9%  
   Real Estate Taxes 7,781,777 8,292,609 8,483,601 8,410,655 8,715,781 15,001 23.9%  
   Insurance 1,101,742 1,190,333 1,329,545 1,378,668 949,060 1,633 2.6%  
Total Expenses $14,935,133 $16,076,190 $16,364,690 $16,303,717 $16,332,560 $28,111 44.9%  
Net Operating Income $12,527,357 $15,528,907 $17,313,508 $18,062,021 $20,070,365(4) $34,545 55.1%  
Net Cash Flow $12,527,357 $15,528,907 $17,313,508 $18,062,021 $20,070,365 $34,545 55.1%  
(1)Based on the underwritten rent roll dated July 2, 2025.
(2)Concessions and Bad Debt are included in Vacancy.
(3)Includes commercial income.
(4)The increase from TTM May 31, 2025 Net Operating Income to U/W Net Operating Income is due to economic vacancy decreasing associated with a reduction in concessions, along with an increase in in-place rents.

The Market. According to an industry report, as of the early second quarter of 2025, New York’s apartment market remains strong, characterized by healthy tenant demand and limited new supply. With only 2.8% of the metropolitan area’s approximately 1.6 million market-rate units vacant, the New York City area outperforms the broader U.S. multifamily market. The vacancy rate has held steady at 2.8%, reflecting a minor rise of 30 basis points over the past year, while the national vacancy rate has increased to 8.1%, up by 300 basis points within the same timeframe. New York City saw approximately 26,000 units absorbed in the past year; an 18% jump compared to the long-term average of 22,000 units.

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.

 60 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

Simultaneously, a slowdown in new construction has played a role in maintaining low vacancy levels, with approximately 55,000 units underway as of early 2025, down from a peak of approximately 73,000 at the end of 2023. New York City’s historically slow housing expansion, coupled with strong demand, has kept vacancy rates below 4% for over two decades. This market environment has fostered notable rent growth, with annual increases in New York City reaching 2.2% at the start of the second quarter – compared to the national average of 1.1%.

Asking rents in the Financial District stand at $5,880 per month, which is above the metropolitan area average of $3,340 per month. The vacancy rate in the Financial District was 4.8% as of the early second quarter of 2025. Strong demand in the submarket is evidenced by the vacancy rate and rent growth. Annual rent growth in the submarket, measured at 3.0% at the start of the second quarter of 2025, is above the U.S. average of 1.1%. Improved transit access, the presence of significant employers, and a broadening array of retail amenities have contributed to the attractiveness of the neighborhood. The $4 billion World Trade Center Transportation Hub (connecting 13 subway lines, PATH trains, and ferry services) and the $1.4 billion Fulton Street Station (connecting nine subway lines) provide access to employers located within Manhattan, Brooklyn, and New Jersey.

The following table presents certain information relating to comparable multifamily rentals to the 180 Water Property:

Financial District Housing Rent Comparables(1)
Property Address Units Stories Built / Renovated Avg. SF Rent / SF / Mo Rent / Unit Occ %
180 Water(2) 180 Water Street 581 29 1971 / 2017 649 $7.75 $5,053 97.6%
The Crest 63 Wall Street 476 37 1929 / 2004 606 7.75 4,701 92.2%
19 Dutch 19 Dutch Street 483 64 2018 / NAV 681 7.69 5,238 98.1%
Twenty Exchange 20 Exchange Place 767 57 1931 / NAV 629 7.57 4,763 97.4%
200 Water Street 200 Pearl Street 576 31 1973 / 2009 571 7.28 4,905 100.0%
100 John 100 John Street 334 34 2002 / 2010 687 6.79 5,295 94.3%
95 Wall 95 Wall Street 503 22 1969 / 2008 673 6.71 4,515 97.0%
Wtd. Average(3) 636 $7.34 $4,870 96.8%
  (1)  Source: Third party market report.
  (2)  Based on the underwritten rent roll dated July 2, 2025.
  (3)  Excludes the 180 Water Property.

The Borrower. The borrower is 180 Water 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 180 Water Whole Loan.

The Borrower Sponsor. The borrower sponsor is 60 Guilders, LLC (“60 Guilders”) is a New York City based real estate management and investment firm founded in 2013 by Kevin Chrisholm. Founder and Chief Executive Officer Chisholm has 30 years of real estate investment and corporate management experience. Since inception in 2013, 60 Guilders has invested approximately $3.2 billion of debt and equity in 27 separate transactions. 60 Guilders investment management team is experienced in asset management, property management, construction management, leasing, marketing, design, accounting, and finance.

Property Management. The 180 Water Property is managed by 60G MGMT, LLC, a Delaware limited liability company and an affiliate of the borrower sponsor.

Escrows and Reserves. At origination, the borrower deposited approximately (i) $726,573 for real estate taxes, (ii) $197,336 for insurance, (iii) $1,209,250 for immediate repairs, and (iv) $4,600,000 for certain discretionary amenity space work.

Real Estate Tax Escrows: On each payment date occurring in each of September 2025, October 2025, November 2025 and December 2025, the borrower is required to deposit an amount equal to 125% multiplied by one-twelfth of the real estate taxes that the lender estimates will be payable during the next ensuing 12 months, initially, $908,215.99 and on each payment date thereafter, the borrower is required to deposit an amount equal to 1/12th of the real estate taxes that the lender estimates will be payable during the next ensuing 12 months, initially $748,369.98.

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.

 61 

 

Structural and Collateral Term Sheet   BMO 2025-5C12

No. 6 – 180 Water

Insurance Escrows: On each payment date occurring in each of September 2025, October 2025, November 2025, December 2025, January 2026, February 2026, March 2026, April 2026, May 2026 and June 2026, the borrower is required to deposit an amount equal to 110% of 1/12th of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof, initially $101,194.66 and on each payment date thereafter, the borrower will be required to deposit an amount equal to 1/12th of the insurance premiums that the lender estimates will be payable for the renewal of the coverage afforded by the policies upon the expiration thereof; provided, however, if the insurance is carried under an acceptable blanket policy, deposits for insurance premiums will be suspended. As of the origination date, there is not an acceptable blanket policy in effect.

Replacement Reserve: On each payment date, the borrower is required to deposit an amount equal to $12,104.17 for capital expenditures.

Rollover: On each payment date, the borrower is required to deposit an amount equal to $3,177.59 for tenant improvements and leasing commissions that may be incurred following the Origination Date.

Lockbox / Cash Management. The 180 Water Whole Loan is structured with a hard lockbox for commercial tenants, soft lockbox for residential tenants, and springing cash management. All rents from the 180 Water Property collected by or on behalf of the borrower must be deposited into a clearing account controlled by the lender (the “Lockbox Account”) within two business days. The borrower has agreed to cause all rents from commercial tenants to be deposited directly to the Lockbox Account. Funds deposited into the Lockbox Account will be swept by the clearing bank on a daily basis into borrower’s operating account at the clearing bank, unless a Cash Sweep Period (as defined below) is continuing, in which event such funds are required to be swept on a daily basis into a lender controlled cash management account and applied and disbursed in accordance with the 180 Water Whole Loan documents.

A “Cash Sweep Period” means each period from (i) the occurrence of either (A) an event of default, (B) the commencement of a Low DSCR Period (as defined below), (C) a failure to deliver the financial statements as required under the 180 Water Whole Loan documents, (D) if the property manager is an affiliate of the borrower or the guarantor and is subject to certain bankruptcy or insolvency events or (E) if the borrower or non-recourse carveout guarantors are subject to certain bankruptcy or insolvency events, and (ii) will terminate, in each case provided no other Cash Sweep Period is then continuing; (A) with respect to a Cash Sweep Period triggered by an event of default, if the lender has accepted in writing a cure of such event of default (in its sole and absolute discretion); (B) with respect to a Low DSCR Period, the Low DSCR Period has ended pursuant to the terms of the 180 Water Whole Loan documents, (C) with respect to a failure to deliver financial statements, such failure is cured within the applicable notice and cure period pursuant to the 180 Water Whole Loan documents, (D) with respect to a Cash Sweep Period due to clause (i)(D), if the property manager is replaced with a non-affiliated manager reasonably approved by the lender, and (E) with respect to a Cash Sweep Event triggered due to clause (i)(E), if such Cash Sweep Event is solely as a result of the filing of an involuntary petition, case or proceeding against the borrower, upon either (x) the same being discharged or dismissed within 90 days of such filing or (y) (1) an approved supplemental guarantor is approved by the lender and the lender receives a rating agency confirmation with respect to such person, (2) the borrower delivers to the lender a joinder to each of the guaranty and the environmental indemnity, executed by such approved supplemental guarantor whereby such approved supplemental guarantor will be liable (on joint and several basis with all other guarantors) for any and all “Guaranteed Obligations” then existing or thereafter arising under the guaranty and any and all obligations then existing or thereafter arising under the environmental indemnity and (3) such approved supplemental guarantor, independent of any then existing guarantor(s), satisfies certain guarantor financial covenants.

A “Low DSCR Period” means each period that (I) commences if the debt service coverage ratio of the 180 Water Whole Loan is less than 1.10x as of any calculation date, and (II) ends if the 180 Water Property has achieved a debt service coverage ratio of at least 1.10x for two consecutive calculation dates.

Subordinate and Mezzanine Debt. As of the origination date, a $100,000,000 mezzanine loan secured by equity interests in the borrower was outstanding and in maturity default. An affiliate of the borrower (the “New Mezzanine Holder”) acquired the existing mezzanine loan at a 19.8% discount, paying $80.2 million for the $100.0 million existing mezzanine loan on or prior to the closing of the 180 Water Whole Loan. Accordingly, both the mezzanine borrower and the mezzanine lender are under common control with the borrower. Simultaneously with its acquisition of the mezzanine loan, the New Mezzanine Holder entered into an amendment to the mezzanine loan documents with the mezzanine loan borrower to, among other things, extend the term of the mezzanine loan by approximately 15 years, and also entered into a subordination and standstill

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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No. 6 – 180 Water

agreement with the lender under the 180 Water Whole Loan. See “Description of the Mortgage Pool—Additional Indebtedness—Existing Mezzanine Debt” in the Preliminary Prospectus.

180 Water Holdco JV LLC (the “Holdco”) is a preferred equity joint venture between SVP 180 Water Preferred Investor LLC, an affiliate of Strategic Value Partners (the “Holdco Preferred Equity Holder”) and 180 Water Investors LLC. Holdco indirectly owns 49% of the borrower and directly owns 100% of the New Mezzanine Holder. The Holdco Preferred Equity Holder and the lender entered into a preferred equity recognition agreement at origination of the 180 Water Whole Loan.

The Holdco Preferred Equity Holder made a $50,000,000 preferred equity investment in Holdco (the “Preferred Equity Investment”), on which it is entitled to receive a preferred rate of 16.0% per annum, compounded annually. To the extent there is sufficient cash flow and no preferred equity trigger event is continuing, 6.0% of the 16.0% preferred rate will be paid monthly. From July 2028 until June 2029, the current pay amount will increase to 7.0% and from and after July 2029, the current pay amount will increase to 8.0%. In the event that there is insufficient cash flow, the current pay amount will accrue and will be added to the Preferred Equity Investment. After a preferred equity trigger event, the preferred rate will be 21.0%, compounded annually, and from and after the date that is 90 days following the mandatory redemption date, the preferred return is 25.0%, compounded annually. The “mandatory redemption date” will be August 6, 2030 or such earlier date that the Preferred Equity Investment and other amounts become due under the terms of the preferred equity documents. See “Description of the Mortgage Pool—Additional Indebtedness—Preferred Equity and Preferred Return Arrangements” in the Preliminary Prospectus.

Permitted Future Subordinate or Mezzanine Debt. Not permitted.

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.

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Structural and Collateral Term Sheet   BMO 2025-5C12

No. 7 – Philadelphia Design and Distribution Center

 

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   BMO 2025-5C12

No. 7 – Philadelphia Design and Distribution Center

 

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   BMO 2025-5C12

No. 7 – Philadelphia Design and Distribution Center

Mortgage Loan Information Property Information
Mortgage Loan Seller: BMO Single Asset / Portfolio: Single Asset
Original Principal Balance: $25,000,000 Title: Fee
Cut-off Date Principal Balance: $25,000,000 Property Type – Subtype(2): Mixed Use – Office/Industrial
% of Pool by IPB: 3.9% Net Rentable Area (SF): 677,766
Loan Purpose: Refinance Location: Philadelphia, PA
Borrowers: Forty Seven Hundred LP and IMD Forty Seven Hundred LLC Year Built / Renovated: 1926 / 2006
Borrower Sponsors: Kalmon Dolgin and Neil Dolgin Occupancy: 85.3%
Interest Rate: 5.94500% Occupancy Date: 8/18/2025
Note Date: September 9, 2025 4th Most Recent NOI (As of): $3,260,998 (12/31/2022)
Maturity Date: October 6, 2030 3rd Most Recent NOI (As of)(3): $3,398,153 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of) (3): $4,274,957 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of): $3,912,420 (TTM 6/30/2025)
Original Amortization Term: None UW Economic Occupancy: 89.1%
Amortization Type: Interest Only UW Revenues: $6,558,035
Call Protection: L(24),D(29),O(7) UW Expenses: $2,520,582
Lockbox / Cash Management: Hard / Springing UW NOI: $4,037,453
Additional Debt: No UW NCF: $3,563,017
Additional Debt Balance: NAP Appraised Value / Per SF: $45,000,000 / $66
Additional Debt Type: NAP Appraisal Date: 7/28/2025

Escrows and Reserves(1) Financial Information
Initial Monthly Initial Cap Cut-off Date Loan / SF: $37
Taxes: $213,896 $23,766 N/A Maturity Date Loan / SF: $37
Insurance: $149,571 $29,914 N/A Cut-off Date LTV: 55.6%
Replacement Reserves: $300,000 $11,296 N/A Maturity Date LTV: 55.6%
TI / LC: $300,000 $28,240 $1,016,649 UW NCF DSCR: 2.36x
RHD Leasing Reserve: $310,000 Springing $2,450,000 UW NOI Debt Yield: 16.1%
Unfunded Obligation Reserve: $0 Springing N/A
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total  
Mortgage Loan $25,000,000 95.5 % Payoff Existing Debt $23,887,625 91.3 %
Borrower Sponsor Equity 1,173,367 4.5   Upfront Reserves 1,273,467 4.9 
Closing Costs 1,012,275 3.9  
Total Sources $26,173,367 100.0 % Total Uses $26,173,367 100.0 %
(1)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(2)The Philadelphia Design and Distribution Center Property (as defined below) consists of approximately 378,959 square feet of industrial space, 168,096 square feet of office space, and 130,711 square feet of commercial, school and medical office spaces.
(3)The increase from 3rd Most Recent NOI (2023) to 2nd Most Recent NOI (2024), was primarily driven by an increase to gross potential rent and reimbursement income as a result of new leasing.

The Loan. The seventh largest mortgage loan (the “Philadelphia Design and Distribution Center Mortgage Loan”) is secured by the borrowers’ fee simple interest in a mixed use office/industrial property located in Philadelphia, Pennsylvania (the “Philadelphia Design and Distribution Center Property”). The Philadelphia Design and Distribution Center Mortgage Loan is evidenced by one promissory note with an outstanding principal balance as of the Cut-off Date of $25,000,000. The Philadelphia Design and Distribution Center Mortgage Loan was originated on September 9, 2025 by Bank of Montreal (“BMO”) and accrues interest at a fixed rate of 5.94500% per annum. The Philadelphia Design and Distribution Center Mortgage Loan has an initial term of 5 years, is interest-only for the full term and accrues interest on an Actual/360 basis. The scheduled maturity date of the Philadelphia Design and Distribution Center Mortgage Loan is October 6, 2030.

The Property. The Philadelphia Design and Distribution Center Property consists of a one-story, 677,776 square foot industrial and office building located in Philadelphia, PA. The improvements were originally constructed in 1926 as a heavy

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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No. 7 – Philadelphia Design and Distribution Center

manufacturing facility and were renovated during the 1990’s into its current multi-tenant use. The industrial component makes up approximately 55.9% of the NRA, the office component makes up approximately 24.8% of NRA, and the remaining space is comprised of commercial, school and medical office space. Clear heights range from 15’ to 27’ and there are 14 dock high overhead doors. The Philadelphia Design and Distribution Center Property has 501 surface parking spaces resulting in a parking ratio of 0.74 parking spaces per 1,000 square feet. As of August 18, 2025, the Philadelphia Design and Distribution Center Property was 85.3% occupied by 21 tenants. Over the prior ten years, the Philadelphia Design and Distribution Center Property averaged an occupancy rate of 85.3%. The top five tenants make up approximately 51.7% of the NRA, with no other tenant comprising more than 5.5% of the NRA.

Major Tenants.

Resources for Human Development, Inc. (98,156 square feet; 14.5% NRA; 22.8% of underwritten base rent): Resources for Human Development, Inc. (“RHD”) is a national human services nonprofit that specializes in creating services that support people of all abilities, with a focus on behavioral health and housing, intellectual and development disabilities, and healthcare. Founded in 1970, RHD supports more than 115 human service programs in 12 states and provides services to more than 50,000 children and adults each year. Its community health centers provide care to more than 22,000 patients each year. RHD has been an office tenant at the Philadelphia Design and Distribution Center Property since 1999 and has expanded a total of eight times with the most recent lease extension occurring in October 2016 and the most recent expansion occurring in July 2021. RHD has a lease expiration of September 30, 2026, and has two, five-year renewal options remaining with no termination options.

Southeastern Pennsylvania Transportation Authority (88,509 square feet; 13.1% NRA; 10.2% of underwritten base rent): Southeastern Pennsylvania Transportation Authority (“SEPTA”) began operations in 1964 and is one of the largest transit systems in the United States. It supports five counties in the greater Philadelphia area and connects to transit systems in Delaware and New Jersey. SEPTA services include regional rail, buses, trolleys, subways and a high-speed line. SEPTA has been a warehouse tenant at the Philadelphia Design and Distribution Center Property since 2023 under a lease with an expiration date of July 31, 2030, one, five-year renewal option, and an appropriations-based termination option.

East Philadelphia Furniture Services Inc. (60,000 square feet; 8.9% NRA; 5.7% of underwritten base rent): East Philadelphia Furniture Services Inc. dba McDaniel Furniture Services (“McDaniel Furniture”) provides a comprehensive range of furniture services including white glove furniture delivery, moving services, model homes and staging, and furniture repair. McDaniel Furniture has been a tenant at the Philadelphia Design and Distribution Center Property since 2022 under a lease with an expiration date of November 30, 2027 and has no renewal or termination options. The tenant has a delinquent balance of approximately $507,506. As of September 4, 2025, the tenant has made payments of $188,500 from January 2025 through August 2025, which represents 91.5% of the base rent due. The tenant rent is being underwritten to the average monthly base rent payment made by the tenant from January through August 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   BMO 2025-5C12

No. 7 – Philadelphia Design and Distribution Center

The following table presents certain information relating to the largest tenants based on underwritten base rent of the Philadelphia Design and Distribution Center Property:

Top Five Tenant Summary(1)
Tenant Ratings
Moody’s/S&P/Fitch
Net Rentable Area (SF)(2) % of
Total NRA
UW Base Rent PSF(3) UW Base Rent(3) % of Total
UW Base Rent
Lease
Exp. Date
RHD(4) NR/NR/NR   98,156 14.5 % $11.62   $1,140,882 22.8 % 9/30/2026
SEPTA(5) NR/NR/NR   88,509 13.1   $5.78   511,582 10.2   7/31/2030
McDaniel Furniture(6) NR/NR/NR   60,000 8.9 $4.71   282,750 5.7   11/30/2027
Wissahickon Charter(7) NRNR/NR  53,889 8.0   $11.41   614,873 12.3   7/31/2033
New Material Culture NR/NR/NR   49,584 7.3   $5.65   280,150 5.6   8/31/2026
Top Five Tenants 350,138 51.7 % $8.08   $2,830,237 56.6 %
Non Top Five Tenants 227,896 33.6 % $9.51   $2,166,438 43.4 %
Occupied Collateral Total 578,034 85.3 % $8.64   $4,996,675 100.0 %
Vacant Space   99,732 14.7 %
Collateral Total 677,766 100.0 %
(1)Based on the underwritten rent roll dated as of August 18, 2025.
(2)Net Rentable Area excludes three tenants that are listed on the rent roll as 1 square foot (Taxi Stand, Billboard and Fedex Dropbox), and one vacant roof space, and includes the associated income.
(3)UW Base Rent PSF and UW Base Rent include rent steps totaling $83,972 through August 2026.
(4)RHD has two, five-year renewal options remaining.
(5)SEPTA has one, five-year renewal option remaining and has a termination option related to lack of appropriations.
(6)As of September 4, 2025, the tenant has a delinquent balance of approximately $507,506. The tenant has made payments of $188,500 from January 2025 through August 2025, which represents 91.5% of the base rent due. Tenant rent is being underwritten based on the average monthly base rent payment made by the tenant from January through August in 2025.
(7)Wissahickon Charter has two, five-year renewal options remaining.

The following table presents certain information relating to the lease rollover schedule at the Philadelphia Design and Distribution Center Property:

Lease Rollover Schedule(1)(2)
Year Number of Leases Expiring Net Rentable Area Expiring % of NRA Expiring UW Base Rent Expiring(3) % of UW Base Rent Expiring Cumulative Net Rentable Area Expiring Cumulative % of NRA Expiring Cumulative UW Base Rent Expiring(3) Cumulative % of UW Base Rent Expiring
Vacant NAP 99,732 14.7 % NAP NAP   99,732 14.7% NAP NAP  
2025 & MTM 1(4) 5,326(4) 0.8   104,900   2.1 105,058 15.5 104,900 2.1%  
2026 4 157,560 23.2   1,487,875 29.8 262,618 38.7 1,592,775 31.9  
2027 2(5) 62,940(5) 9.3   368,171 7.4 325,558 48.0 1,960,945 39.2  
2028 4 37,010 5.5   339,971 6.8 362,568 53.5 2,300,916 46.0  
2029 4 54,321 8.0   338,113 6.8 416,889 61.5 2,639,030 52.8  
2030 2 120,423 17.8   934,762 18.7 537,312 79.3 3,573,791 71.5  
2031 2 57,798 8.5   473,450 9.5 595,110 87.8 4,047,241 81.0  
2032 0 0 0.0   0 0.0 595,110 87.8 4,047,241 81.0  
2033 2 82,656 12.2   949,434 19.0 677,766 100.0 4,996,675 100.0  
2034 0 0 0.0   0 0.0 677,766 100.0 4,996,675 100.0  
2035 & Beyond 0 0 0.0   0 0.0 677,766 100.0 4,996,675 100.0  
Total 21 677,766 100.0 % $4,996,675 100.0%
(1)Based on the underwritten rent roll dated as of August 18, 2025.
(2)Certain tenants have more than one lease. Certain tenants may have lease termination options that are exercisable prior to the originally stated expiration date of the subject lease and that are not considered in the lease rollover schedule.
(3)UW Base Rent includes rent steps totaling $83,972 through August 2026.
(4)Excludes a Fedex Dropbox square feet and includes the associated income.
(5)Excludes a Taxi Stand and Billboard square feet and includes the associated income.

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   BMO 2025-5C12

No. 7 – Philadelphia Design and Distribution Center

The following table presents certain information relating to the historical and current occupancy of the Philadelphia Design and Distribution Center Property:

Historical and Current Occupancy(1)
2022 2023 2024 Current(2)
76.6% 85.0% 85.2% 85.3%
(1)Historical Occupancies are the annual average physical occupancy of each respective year.
(2)Current Occupancy is as of August 18, 2025.

Appraisal. According to the appraisal, the Philadelphia Design and Distribution Center Property had an “as-is” appraised value of $45,000,000 as of July 28, 2025. The table below shows the appraisal’s “as-is” conclusions. The appraisal also included an “as-stabilized” value of $46,600,000 as of August 1, 2026.

Appraisal Valuation Summary(1)
Appraisal Approach Appraised Value Capitalization Rate
Income Capitalization Approach $45,000,000 8.25%
  (1)  Source: Appraisal.

Environmental. According to a Phase I environmental assessment dated August 8, 2025, there was no evidence of any recognized environmental conditions at the Philadelphia Design and Distribution Center Property. However, a controlled recognized environmental condition was identified. Based on the conclusions of the Phase I environmental assessment, the engineer recommends adherence with requirements of institutional and engineering controls. See Description of the Mortgage Pool—Environmental Considerations” in the Preliminary Prospectus.

The Market. The Philadelphia Design and Distribution Center Property is located in Northwest Philadelphia within the Philadelphia-Camden-Wilmington, PA-NJ-DE-MD Metropolitan Statistical Area (“PA-NJ-DE-MD MSA”), which has a population of 6,306,526 as of 2024. The Philadelphia Design and Distribution Center Property is located on the border of two Philadelphia neighborhoods, Nicetown and East Falls, each of which is a fully developed area within the City of Philadelphia and is located approximately five miles northwest of the Philadelphia central business district. Nicetown is dominated by industrial uses and large uses in the Nicetown neighborhood include the VA Regional office and Salvation Army Kroc Center. East Falls is dominated by residential and institutional uses. Large uses in this neighborhood include the campus of Jefferson University and the former Medical College of Pennsylvania. Two blocks southeast of the Philadelphia Design and Distribution Center Property is the 2.4 million square foot former Budd Company manufacturing facility that was converted into mixed office use and has been proposed as a new life science campus. The Philadelphia Design and Distribution Center Property is located approximately 0.4 miles from US Route 1 and 1.8 miles from Interstate 76, providing access throughout the region. Both Nicetown and East Falls are also served by public bus service provided by SEPTA, as well as its Chestnut Hill West regional rail line, which provides direct service to Center City.

According to the appraisal, the Philadelphia Design and Distribution Center Property is located in the Lower North Philly warehouse submarket of the Philadelphia – PA USA warehouse market. As of the first quarter of 2025, the Lower North Philly warehouse submarket contained approximately 25.4 million square feet of inventory with an overall vacancy rate of 11.2% The weighted average asking rental rate of the Lower North Philly warehouse submarket is $11.84 per square foot, there were no completions and positive absorption of 44,312 square feet during the first quarter of 2025.

According to the appraisal, the Philadelphia Design and Distribution Center Property is located in the Northwest Philadelphia office submarket. As of the first quarter of 2025, the Northwest Philadelphia office submarket contained approximately 6.6 million square feet of office space with an overall vacancy rate of 3.9% compared to an overall vacancy rate of 10.6% within the greater Philadelphia office market. The weighted average asking rental rate of the Northwest Philadelphia office submarket is $23.49 per square foot, there were no completions and negative absorption of 2,226 square feet during the first quarter of 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   BMO 2025-5C12

No. 7 – Philadelphia Design and Distribution Center

The following table presents certain information relating to comparable industrial leases to the Philadelphia Design and Distribution Center Property:

Comparable Industrial Lease Summary(1)
Property Name/Location Year Built / Renovated Size (SF) Tenant Suite Size (SF) Rent PSF Lease Start Date Lease Term (Months)

Philadelphia Design and Distribution Center

4700 Wissahickon Avenue

Philadelphia, PA

1926 / 2006 677,776(2)

SEPTA(2)

SIG Property Philadelphia(2)

88,509(2)

21,252(2)

$5.78(2)

$5.20(2)

Aug-2023(2)

Aug-2024(2)

84(2)

65(2)

11500 Roosevelt Boulevard

Philadelphia, PA

1955 / 2000 294,770 All Staffing Warehousing Logistics 34,700 $6.71 Dec-2022 36

9800 Bustleton Avenue

Philadelphia, PA

1967 226,669 Angle World 70,000 $5.75 Apr-2022 36

2045 Wheatsheaf Lane

Philadelphia, PA

1950 193,977 La Colombe Holdings 56,434 $6.25 Nov-2022 122

14001 Townsend Road

Philadelphia, PA

1989 34,000 Aurora Encore, LLC 18,847 $8.66 Mar-2024 60

2111-2141 East Rush Street and Surrounding Parcels

Philadelphia, PA

1961 32,096 Classic Distributions Inc 32,096 $4.49 Oct-2024 60
(1)Source: Appraisal unless otherwise indicated.
(2)Based on the underwritten rent roll as of August 18, 2025.

The following table presents certain information relating to comparable commercial leases to the Philadelphia Design and Distribution Center Property:

Comparable Commercial Lease Summary(1)
Property Name/Location

Year Built / Renovated

Tenant Suite Size (SF) Rent PSF Lease Start Date Lease Term (Months)

Philadelphia Design and Distribution Center

4700 Wissahickon Avenue

Philadelphia, PA

1926 / 2006

RHD(2)

Merakey IDD Philadelphi(2)

98,156(2)

31,914(2)

$11.62(2)

$13.26(2)

Various(2)

Jan-2004(2)

Various(2)

324(2)

1617 N. 2nd Street

Philadelphia, PA

1952 / 2024 Rose Montessori 21,000 $28.57 Sep-2024 120

1163-65 S. Broad Street

Philadelphia, PA

1925 / NAP

Helping Hands Children Services Mgmt.

Citizens Acting Together Can Help (CATCH)

5,176

9,590

$18.00

$21.50

Aug-2023

Jun-2023

120

120

1952 E Allegheny Avenue

Philadelphia, PA

1920 / NAP Hispanic Community Counseling Services 6,090 $16.00 Feb-2024 60

444 N. 3rd Street

Philadelphia, PA

1939 / NAP City Year 10,472 $23.50 Jan-2022 126

1219 Bainbridge Street

Philadelphia, PA

1920 / NAP Philadelphia Municipal Authority 16,800 $22.21 Jan-2025 180

155 Cecil B Moore Ave

Philadelphia, PA

1925 / NAP Nayte Venit 2,900 $11.38 Jun-2023 12

2300 W. Allegheny Avenue

Philadelphia, PA

1945 / 2024 Early Learning Children’s Academy 15,815 $15.50 Jul-2025 60

2930 Jasper Street

Philadelphia, PA

1950 / 2017

Ingage Security

Incredible Media Group

2,265

2,100

$13.25

$13,43

Jun-2021

May-2021

24

24

6901 Woodland Avenue

Philadelphia, PA

1950 / 2008

Philadelphia Municipal Authority

Southwest Academy Charter School

44,137

18,798

$17.00

$14.50

Jul-2020

Mar-2018

12

67

111 N. 49th Street

Philadelphia, PA

1860 / 1987

CoreCare BHM

Public Health Management

9,451

14,700

$24.15

$20.00

Jul-2019

Feb-2019

72

24

  (1)  Source: Appraisal unless otherwise indicated.
  (2)  Based on the underwritten rent roll as of August 18, 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   BMO 2025-5C12

No. 7 – Philadelphia Design and Distribution Center

The following table presents certain information relating to the appraisal’s conclusion of market rents at the Philadelphia Design and Distribution Center Property:

Conclusion of Market Rents(1)
Category RENT/SF ($/SF)
Office: $12.00
Commercial: $13.00
School: $15.00
Medical Office: $15.00
Industrial: $5.50
(1)Source: Appraisal.

The following table presents certain information relating to operating history and underwritten cash flows at the Philadelphia Design and Distribution Center Property:

Operating History and Underwritten Net Cash Flow
2022      2023      2024      TTM(1)      Underwritten Per Square Foot % (2)
Rents in Place $4,346,016 $4,654,133 $5,165,979 $4,876,107 $4,912,703 $7.25   68.6 %
Contractual Rent Steps 0 0 0 0 83,972 0.12   1.2  
Vacant Income 0 0 0 0 613,491 0.91   8.6  
Gross Potential Rent $4,346,016 $4,654,133 $5,165,979 $4,876,107 $5,610,165 $8.27   78.3 %
Total Reimbursements 1,029,388 1,298,053 1,618,225 1,561,403 1,551,660 2.29   21.7  
Net Rental Income $5,375,404 $5,952,186 $6,784,204 $6,437,510 $7,161,826 $10.57   100.0 %
(Vacancy/Credit Loss) 0 0 0 0 (613,491) (0.91)   (8.6 )
Other Income(3) 9,819 9,979 33,241 9,700 9,700 0.01   0.1  
Effective Gross Income $5,385,223 $5,962,165 $6,817,445 $6,447,210 $6,558,035 $9.68   91.6 %
Total Expenses 2,124,225 2,564,012 2,542,488 2,534,790 2,520,582 3.72   38.4  
Net Operating Income $3,260,998 $3,398,153(4) $4,274,957(4) $3,912,420 $4,037,453 $5.96   61.6 %
Capital Expenditures 0 0 0 0 135,553 0.20   2.1  
TI/LC 0 0 0 0 338,883 0.50   5.2  
Net Cash Flow $3,260,998 $3,398,153 $4,274,957 $3,912,420 $3,563,017 $5.26   54.3 %
(1)TTM reflects the trailing 12-month period ending June 30, 2025.
(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)Other Income is comprised of tenant late charges and miscellaneous.
(4)The increase from the 2023 Net Operating Income to the 2024 Net Operating Income was primarily driven by an increase to gross potential rent and reimbursement income as a result of new leasing.

The Borrowers. The borrowers for the Philadelphia Design and Distribution Center Mortgage Loan are Forty Seven Hundred LP and IMD Forty Seven Hundred LLC. Forty Seven Hundred LP is a Delaware limited partnership and IMD Forty Seven Hundred LLC is a Delaware limited liability company, each a single purpose entity. The entities own the Philadelphia Design and Distribution Center Property in a tenants-in-common ownership structure with each entity owning 50%. The borrowers entered into an amended and restated tenants in common agreement in which each borrower waived its right to partition. Legal counsel to the borrowers delivered a non-consolidation opinion in connection with the origination of the Philadelphia Design and Distribution Center Mortgage Loan.

The Borrower Sponsors. The borrower sponsors and non-recourse carveout guarantors for the Philadelphia Design and Distribution Center Mortgage Loan are Kalmon Dolgin and Neil Dolgin. Kalmon Dolgin and Neil Dolgin are Co-Presidents of Kalmon Dolgin Affiliates Inc. (“KDA”). Founded in 1904, KDA is a real estate firm specializing in developing, managing, selling, leasing and marketing commercial and industrial properties. Headquartered in Brooklyn, KDA currently operates a portfolio of over six million square feet of industrial, office, medical and retail space in ten states and also converts industrial buildings into mixed commercial and residential uses.

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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No. 7 – Philadelphia Design and Distribution Center

Property Management. The Philadelphia Design and Distribution Center Property is managed by KND Management Co. Inc., an affiliate of the borrower sponsors.

Escrows and Reserves. At origination of the Philadelphia Design and Distribution Center Mortgage Loan, the borrowers deposited approximately (i) $213,896 into a real estate tax reserve account, (ii) $149,571 into an insurance reserve account, (iii) $300,000 into a rollover reserve account, (iv) $300,000 into a replacement reserve account, and (v) $310,000 into a leasing reserve account for RHD.

Tax Escrows – The borrowers are required to deposit into a real estate tax reserve, on a monthly basis, 1/12th of the real estate taxes that the lender estimates will be payable during the next 12 months, which currently equates to approximately $23,766.

Insurance Escrows – The borrowers are required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $29,914).

Replacement Reserve – The borrowers are required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $11,296.

TI/LC Reserve – The borrowers are required to deposit into a TI/LC Reserve, on a monthly basis, an amount equal to approximately $28,240; capped at $1,016,649.

RHD Leasing Reserve – If RHD does not exercise its renewal option by September 30, 2025, ongoing collections into the reserve will begin on the payment date in December 2025, with required monthly deposits of $155,000, capped at $2,450,000 ($25 per square foot for the RHD space) (the “RHD Leasing Reserve Cap”). Proceeds held in the RHD Leasing Reserve shall be made available solely for tenant improvement and leasing commissions associated with renewing RHD or re-leasing the RHD space. Upon the borrowers renewing or re-leasing a portion of RHD’s space and such tenant(s) being in occupancy, paying full rent, and having a firm lease term of not less than five years, the RHD Leasing Reserve Cap shall be reduced proportionately based on square footage of such tenant(s) and any amounts in excess of the then current RHD Leasing Reserve Cap shall be released to the borrowers. Upon the RHD Leasing Reserve Cap being reduced to $1,227,500 or lower, any amounts remaining in the RHD Leasing Reserve shall be made available for general tenant improvement, leasing commission or capital expenditure costs at the Philadelphia Design and Distribution Center Property, not solely for tenant improvement and leasing commission costs associated with the RHD space.

Unfunded Obligation Reserve – Within 60 days’ notice from SIG Property Philadelphia, LLC, that the tenant intends to build out its space in accordance with its lease, the borrowers are required to deposit $63,756 into an account held with the lender or servicer for payment of unfunded obligations.

Lockbox / Cash Management. The Philadelphia Design and Distribution Center Mortgage Loan is structured with a hard lockbox and springing cash management. All funds received by the borrowers or the property manager are required to be deposited into such lockbox account within two business days. All funds deposited into the lockbox are required to be released to the borrowers on each business day as the borrowers elect unless a Trigger Period (as defined below) exists. Upon the occurrence and during the continuance of a Trigger Period, all funds in the lockbox account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the Philadelphia Design and Distribution Center Mortgage Loan documents. All excess funds on deposit in the cash management account after the application of such funds in accordance with the Philadelphia Design and Distribution Center Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve account as additional collateral for the Philadelphia Design and Distribution Center Mortgage Loan. Upon the cure of the applicable Trigger Period, so long as no other Trigger Period exists, the lender is required to return any amounts remaining on deposit in the excess cash flow reserve account to the borrowers.

A “Trigger Period” means a period (a) commencing upon the earliest of the occurrence of (i) an event of default under the Philadelphia Design and Distribution Center Mortgage Loan documents, and (ii) the debt yield being less than 9.75%; and (b) expiring upon (x) with respect to clause (i) above, the cure (if applicable) of such event of default, (y) with respect to clause (ii) above, the debt yield is equal to or greater than 9.75% for two consecutive calendar quarters.

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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No. 7 – Philadelphia Design and Distribution Center

Notwithstanding the above, the borrowers may (i) deliver cash to the lender in such an amount that, if subtracted from the outstanding principal balance of the Philadelphia Design and Distribution Center Mortgage Loan, would result in a debt yield of 9.75%, or (ii) post a letter of credit, acceptable to the lender, in a face amount that, if subtracted from the outstanding principal balance of the Philadelphia Design and Distribution Center Mortgage Loan, would cause the debt yield to be 9.75%. Any cash or letter of credit will be released to the borrowers once the debt yield is equal to or greater than 9.75% for two consecutive quarters.

Subordinate and Mezzanine Debt. None.

Permitted Future Subordinate or Mezzanine Debt. Not permitted.

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.

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Structural and Collateral Term Sheet   BMO 2025-5C12
No. 8 - Than Tower


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   BMO 2025-5C12
No. 8 - Than Tower


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   BMO 2025-5C12
No. 8 - Than Tower

Mortgage Loan Information Property Information
Mortgage Loan Seller: BMO Single Asset / Portfolio: Single Asset
Original Principal Balance: $24,200,000 Title: Fee
Cut-off Date Principal Balance: $24,200,000 Property Type Subtype: Multifamily – High Rise
% of Pool by IPB: 3.8% Net Rentable Area (Units)(2): 105
Loan Purpose: Refinance Location: Chicago, IL
Borrower: 335 Schiller LLC Year Built / Renovated: 2020 / NAP
Borrower Sponsors: Arul Thangavel and Ananthan Thangavel Occupancy: 95.2%
Interest Rate: 6.60720% Occupancy Date: 8/7/2025
Note Date: 8/29/2025 4th Most Recent NOI (As of): $1,598,520 (12/31/2022)
Maturity Date: 9/6/2030 3rd Most Recent NOI (As of): $1,643,800 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of): $1,690,128 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of)(3): $1,732,193 (TTM 7/31/2025)
Original Amortization Term: None UW Economic Occupancy: 95.0%
Amortization Type: Interest Only UW Revenues: $3,294,304
Call Protection: L(25),D(28),O(7) UW Expenses: $1,243,938
Lockbox / Cash Management: None / NAP UW NOI(3): $2,050,366
Additional Debt: No UW NCF: $2,029,366
Additional Debt Balance: NAP Appraised Value / Per Unit: $35,300,000 / $336,190
Additional Debt Type: NAP Appraisal Date: 8/6/2025

Escrows and Reserves(1) Financial Information
Initial Monthly Initial Cap Cut-off Date Loan / Unit: $230,476
Taxes: $271,676 $45,279 N/A Maturity Date Loan / Unit: $230,476
Insurance: $65,307 $6,020 N/A Cut-off Date LTV: 68.6%
Replacement Reserve: $0 $1,750 N/A Maturity Date LTV: 68.6%
UW NCF DSCR: 1.25x
UW NOI Debt Yield: 8.5%
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $24,200,000 100.0% Loan Payoff $23,158,069 95.7 %
Closing Costs(4) 356,241 1.5
Return of Equity 348,707 1.4
Reserves 336,983 1.4
Total Sources $24,200,000 100.0% Total Uses $24,200,000 100.0 %
(1)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(2)The Than Tower Property (as defined below) is comprised of (i) 105 multifamily units and (ii) one, 3,589 square feet retail space that is currently used as storage.
(3)The increase from Most Recent NOI (As of TTM 7/31/2025) to UW NOI is primarily driven by an increase in occupancy from 90.2% to 95.0%, and the corresponding increase in residential gross potential rent.
(4)Approximately $121,000 of closing costs was attributed to origination fees.

The Loan. The eighth largest mortgage loan (the “Than Tower Mortgage Loan”) is secured by the borrower’s fee interest in a 105-unit, high-rise multifamily property located in Chicago, Illinois (the “Than Tower Property”). The Than Tower Mortgage Loan is evidenced by one promissory note with an outstanding principal balance as of the Cut-off Date of $24,200,000. The Than Tower Mortgage Loan was originated on August 29, 2025 by Bank of Montreal (“BMO”) and accrues interest at a fixed rate of 6.60720% per annum. The Than Tower Mortgage Loan has an initial term of 5 years, is interest-only for the full term and accrues interest on an Actual/360 basis. The scheduled maturity date of the Than Tower Mortgage Loan is September 6, 2030.

The Property. The Than Tower Property is a high-rise multifamily development constructed in 2020 and located in Chicago, Illinois. The Than Tower Property consists of a single nine-story multifamily building on an approximately 0.45-acre site, with a 3,589 square foot retail unit which is currently used as storage space. The Than Tower Property contains 15 studio

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   BMO 2025-5C12
No. 8 - Than Tower

units, 72 one-bedroom, one-bathroom units, and 18 two-bedroom, two-bathroom units. The Than Tower Property includes 21 Section 8 housing units. Unit amenities include stainless steel appliances, wood cabinets, walk-in closets, washer/dryer and ceramic tile floors. Community amenities include a clubhouse with an outside terrace, a fitness center, a dog run, a package room and bike storage. The Than Tower Property has eight outdoor parking spaces and 39 garage parking spaces, resulting in a parking ratio of approximately 0.45 parking spaces per unit.

The following table presents certain information relating to the multifamily unit mix at Than Tower Property:

Than Tower Unit Mix(1)
Unit Type # of Units % of Total Occupied Units Occupancy Average Unit Size (SF) Average Monthly Rental Rate Per Unit
Studio 11 10.5% 10 90.9% 490 $2,120
1BR/1BA 59 56.2% 57 96.6% 715 $2,589
2BR/2BA 14 13.3% 14 100.0% 1,134 $3,814
Studio – Restricted to 100% AMI 2 1.9% 2 100.0% 497 $1,932
Studio – Restricted to 60% AMI 2 1.9% 2 100.0% 497 $1,225
1BR/1BA – Restricted to 100% 6 5.7% 5 83.3% 647 $2,066
1BR/1BA – Restricted to 60% AMI 7 6.7% 6 85.7% 698 $1,222
2BR/2BA – Restricted to 60% AMI 2 1.9% 2 100.0% 1,180 $1,465
2BR/2BA – Restricted to 100% AMI 2 1.9% 2 100.0% 1,087 $2,474
Total/Wtd. Avg. 105    100.0% 100 95.2% 750 $2,540
Total/Wtd. Avg. Market Units 84     80.0% 81 96.4% 755 $2,743
  (1) Based on the underwritten rent roll dated August 7, 2025.

The following table presents certain information relating to the Operating History and Underwritten Net Cash Flow of the Than Tower Property:

Operating History and Underwritten Net Cash Flow
2022 2023 2024 TTM 7/31/2025 Underwritten Per Unit(1) %(2)
Residential GPR $2,359,511 $2,529,559 $2,604,291 $2,652,052 $3,168,487 $30,176 91.8%
Gross Potential Rent $2,359,511 $2,529,559 $2,604,291 $2,652,052 $3,168,487 $30,176 91.8%
Other Income(3) 247,843 289,634 265,132 271,849 284,241 2,707 8.2
Net Rental Income $2,607,354 $2,819,193 $2,869,423 $2,923,901 $3,452,728 $32,883 100.0%
(Vacancy/Credit Loss) (0) (0) (0) (0) (158,424) (1,509) (5.0)
Effective Gross Income $2,607,354 $2,819,193 $2,869,423 $2,923,901 $3,294,304 $31,374 95.4%
Total Expenses 1,008,834 1,175,393 1,179,294 1,191,709 1,243,938 11,847 37.8
Net Operating Income $1,598,520 $1,643,800 $1,690,129 $1,732,192(4) $2,050,366(4) $19,527 62.2%
Replacement Reserve 0 0 0 0 21,000 200 0.6
Net Cash Flow $1,598,520 $1,643,800 $1,690,129 $1,732,192 $2,029,366 $19,327 61.6%
(1)Based on total multifamily units (105 units).
(2)% column represents percent of Gross Potential Rent for revenue fields and represents percent of Effective Gross Income for the remainder of fields.
(3)Other Income includes utility reimbursement and parking income.
(4)The increase from TTM 7/31/2025 Net Operating Income to Underwritten Net Operating Income is primarily driven by an increase in occupancy from 90.2% to 95.0%, and the corresponding increase in residential gross potential rent.

Appraisal. According to the appraisal, the Than Tower Property had an “as-is” appraised value of $35,300,000 as of August 6, 2025. The table below shows the appraisal’s “as-is” conclusions.

Appraisal Valuation Summary(1)
Appraisal Approach Appraised Value Capitalization Rate
Direct Capitalization Approach $35,300,000 5.75%
(1)Source: Appraisal.

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   BMO 2025-5C12
No. 8 - Than Tower

Environmental. According to a Phase I environmental assessment dated August 15, 2025, there was no evidence of any recognized environmental conditions at the Than Tower Property.

The Market. The Than Tower Property is located within downtown Chicago in the Old Town neighborhood of the larger Gold Coast apartment submarket. The immediate area surrounding Than Tower Property is composed of a wide variety of uses including hotels, retail/commercial buildings, educational institutions, office buildings with ground-level retail establishments, parking garages, multi-family and mixed-use buildings.

The Than Tower Property is located in Chicago, Illinois, within the Gold Coast apartment submarket within the Chicago apartment market. As of the first quarter of 2025, the Chicago apartment market had total inventory of 529,286 units, a vacancy rate of 5.3% and asking rent of $2,000 per unit. As of the first quarter of 2025, the Gold Coast apartment submarket had total inventory of 45,015 units, a vacancy rate of 8.3% and asking rent of $3,195 per unit. According to the appraisal, the 2024 population within a one-, three- and five-mile radius of Than Tower Property is 88,264, 444,502 and 892,669, respectively. The 2024 average household income within the same radii is $158,452, $160,243 and $133,398, respectively.

The following table presents certain information relating to comparable multifamily properties to the Than Tower Property:

Comparable Rental Summary(1)

Property Name

Location

Year Built / Renovated Occupancy # Units Unit Mix Average SF per Unit Average Rent per SF Average Rent per Unit

Than Tower

Chicago, IL

2020 / NAP 95.2%(2) 105(2)

Studio

1BR/1BA

2BR/2BA

490(2)

715(2)

1,134(2)

$3.95(2)

$3.44(2)

$3.00(2)

$1,965(2)

$2,340(2)

$3,404(2)

Arthurs of Old Town Apartments

Chicago, IL

2021 / NAP 94.4% 89

Studio

1BR/1BA

2BR/1BA

660

745

840

$3.92

$3.74

$4.60

$2,590

$2,785

$3,862

Arco Old Town

Chicago, IL

2020 / NAP 98.6% 69

1BR/1BA

2BR/1BA

2BR/2BA

3BR/2BA

628

830

869

1,284

$4.54

$4.46

$4.82

$4.37

$2,853

$3,699

$4,188

$5,612

The Scott Residences

Chicago, IL

2014 / NAP 94.4% 71

Studio

1BR/1BA

2BR/2BA

3BR/2BA

589

846

1,283

1,644

$3.59

$3.74

$3.40

$3.57

$2,117

$3,160

$4,364

$5,862

1435 North Wells

Chicago, IL

2019 / NAP 96.0% 50

Studio

1BR/1BA

2BR/2BA

498

643

861

$3.35

$3.17

$3.41

$1,666

$2,039

$2,940

Montauk

Chicago, IL

2018 / NAP 95.0% 61

Studio

1BR/1BA

2BR/1BA

2BR/2BA

534

735

981

1,016

$3.92

$3.45

$3.34

$3.28

$2,094

$2,536

$3,280

$3,333

Clybourn 1200

Chicago, IL

2017 / NAP 95.0% 84

Studio

1BR/1BA

2BR/2BA

477

1,000

1,284

$2.79

$1.78

$1.70

$1,330

$1,782

$2,121

(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated August 7, 2025.

The Borrower. The borrower for the Than Tower Mortgage Loan is 335 Schiller LLC, an Illinois limited liability company and special purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the Than Tower Mortgage Loan.

The Borrower Sponsors. The borrower sponsors and non-recourse carveout guarantors for the Than Tower Mortgage Loan are Ananthan Thangavel and Arul Thangavel. Ananthan Thangavel is the managing director of Lakshmi Capital Management LLC (“Lakshmi Capital”), a full-service real estate firm providing development, management and brokerage services. Lakshmi Capital currently has a portfolio of seven multifamily and commercial assets located in Chicago, Illinois.

Property Management. The Than Tower Property is managed by 335 Schiller Management, LLC, an affiliate of the borrower sponsors.

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   BMO 2025-5C12
No. 8 - Than Tower

Escrows and Reserves. At origination of the Than Tower Mortgage Loan, the borrower deposited (i) approximately $271,676 into a real estate tax reserve account and (ii) approximately $65,307 into an insurance reserve account.

Tax Escrows – The borrower is required to deposit into a real estate tax reserve on a monthly basis, 1/12th of the real estate taxes that lender estimates will be payable during the next 12 months, which currently equates to approximately $45,279.

Insurance Escrows – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $6,020).

Replacement Reserves – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $1,750.

Lockbox / Cash Management. The Than Tower Mortgage Loan is not structured with a lockbox and has no cash management. The borrower is required to maintain an operating account at all times. Upon the occurrence of a Trigger Period (as defined below), or an event of default, the borrower will be required to deposit all excess cash flow into a lender controlled excess cash flow account. If no Trigger Period is continuing and no event of default is continuing, all funds in the excess cash flow account will be returned to the borrower’s operating account.

A “Trigger Period” means a period (a) commencing upon the debt service coverage ratio being less than 1.10x as of the end of any calendar quarter, and (b) expiring upon the date the debt service coverage ratio is equal to or greater than 1.10x for two consecutive calendar quarters.

Subordinate and Mezzanine Debt. None.

Permitted Future Subordinate or Mezzanine Debt. Not permitted.

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.

 79 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio


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   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio


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   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio

Mortgage Loan Information Property Information
Mortgage Loan Seller: KeyBank Single Asset / Portfolio: Portfolio
Original Principal Balance: $23,460,000 Title: Fee
Cut-off Date Principal Balance: $23,460,000 Property Type – Subtype: Various – Various
% of Pool by IPB: 3.7% Net Rentable Area (Units)(2): 1,061
Loan Purpose: Refinance Location: Houston, TX
Borrowers(1): Various Year Built / Renovated: Various / NAP
Borrower Sponsor: QRV Holdco, LLC Occupancy: 78.4%
Interest Rate: 6.81000% Occupancy Date(3): Various
Note Date: 8/29/2025 4th Most Recent NOI (As of)(4): $4,053,163 (12/31/2022)
Maturity Date: 9/1/2030 3rd Most Recent NOI (As of)(4): $3,057,851 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of)(4): $2,625,812 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of): $2,869,226 (TTM 6/30/2025)
Original Amortization Term: None UW Economic Occupancy: 80.4%
Amortization Type: Interest Only UW Revenues: $6,555,069
Call Protection: L(25),YM1(29),O(6) UW Expenses: $3,937,519
Lockbox / Cash Management: Springing / Springing UW NOI: $2,617,550
Additional Debt: No UW NCF: $2,573,181
Additional Debt Balance: NAP Appraised Value / Per Unit(5): $39,100,000 / $36,852
Additional Debt Type: NAP Appraisal Date(5): Various

Escrows and Reserves(6) Financial Information
Initial Monthly Cap Cut-off Date Loan / Unit: $22,111
Taxes: $318,805 $39,851 N/A Maturity Date Loan / Unit: $22,111
Insurance: $0 Springing N/A Cut-off Date LTV: 60.0%
Replacement Reserves: $3,697 $3,697 $133,107 Maturity Date LTV: 60.0%
UW NCF DSCR: 1.59x
UW NOI Debt Yield: 11.2%
Sources and Uses
Sources Proceeds % of Total Uses Proceeds % of Total
Mortgage Loan $23,460,000 85.8 % Loan Payoff $26,431,778 96.7 %
Sponsor Equity 3,875,863 14.2   Closing Costs 581,584 2.1  
Upfront Reserves 322,502 1.2  
Total Sources $27,335,863 100.0 % Total Uses $27,335,863 100.0 %

(1)See “The Borrowers” below for more information.
(2)Net Rentable Area (Units) includes (i) 758 pads and (ii) 303 self-storage units.
(3)Occupancy Date is June 30, 2025, for the RV Resort Properties (as defined below) and July 1, 2025, for the Westlake Self Storage property.
(4)The decrease in NOI from 2022 to 2024 is primarily due to decreases in occupancy at the Eastlake RV Resort and Northlake RV Resort properties, which according to the borrower sponsor, is a result of the Houston market and nearby submarkets experiencing an influx of new supply from recently built RV resorts at that time.
(5)The Appraised Value Per Unit for only the RV Resort Properties is $43,931 per pad. The Appraised Value Per Unit for only the Westlake Self Storage property is $19,142 per unit and $132 per square foot. The appraisal valuation as of dates range from June 16, 2025, through June 19, 2025.
(6)For a full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.

The Loan. The ninth largest mortgage loan (the “Quality RV Resort & SS Portfolio Mortgage Loan”) is secured by the borrowers’ fee simple interests in a portfolio of four recreational vehicle (“RV”) resort properties and one self-storage property located in Houston, Texas (each, a “Quality RV Resort & SS Portfolio Property”, and collectively, the “Quality RV Resort & SS Portfolio Properties”). The Quality RV Resort & SS Portfolio Mortgage Loan was originated by KeyBank on August 29, 2025. The Quality RV Resort & SS Portfolio Mortgage Loan has a five-year term, is interest only for the entire term and accrues interest at a fixed rate of 6.81000% per annum on an Actual/360 basis. The scheduled maturity date of the Quality RV Resort & SS Portfolio Mortgage Loan is September 1, 2030.

The Properties. The Quality RV Resort & SS Portfolio Properties are comprised of a portfolio of four RV resort properties totaling 758 RV pads (collectively, the “RV Resort Properties”) and one self-storage property with 303 units totaling 43,945 square feet and 39 rentable parking spaces. The Quality RV Resort & SS Portfolio Properties are located throughout

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   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio

Houston, Texas and were built between 2011 and 2021. The borrower sponsor acquired the Quality RV Resort & SS Portfolio Properties in 2018 for a combined purchase price of approximately $39.9 million ($37,593 per unit). Since acquisition, the borrower sponsor has spent approximately $6.9 million ($6,523 per unit) on capital expenditures, which includes the development of the Lakeview Expansion RV Resort property, for a total cost basis of approximately $46.8 million ($44,116 per unit). The weighted average occupancy for the Quality RV Resort & SS Properties is 78.4% on a unit basis.

The RV Resort Properties are primarily leased monthly but also offer daily and weekly rentals. Each of the RV Resort Properties is connected to municipal water and sewer systems. As of the origination date, the RV Resort Properties have 32 total pads that are occupied by borrower-owned park model manufactured homes (“Park Owned Home”) or borrower-owned travel trailers (“Park Owned Trailer”). Rental income from the Park Owned Homes and Park Owned Trailers is included in underwritten base rent.

The following table presents certain information relating to the Quality RV Resort & SS Portfolio Properties:

Portfolio Summary
Property Year Built(1) Pads/ Units(2) % of Total Pads/Units(2) Occ. %(2) % of UW Base Rent(3) Allocated Loan
Amount “ALA
% of ALA   “As-Is” Appraised Value(1)
Westlake RV Resort 2011 196 18.5% 87.9% 31.0% $7,440,000 31.7% $12,400,000
Eastlake RV Resort 2013 241 22.7% 71.7% 23.3% 4,980,000 21.2% 8,300,000
Northlake RV Resort 2012 229 21.6% 71.2% 23.9% 4,560,000 19.4% 7,600,000
Westlake Self Storage 2011 303 28.6% 87.1% 10.8% 3,480,000 14.8% 5,800,000
Lakeview Expansion RV Resort 2021   92  8.7% 65.1% 11.1% 3,000,000 12.8% 5,000,000
Total / Wtd. Avg. 1,061   100.0%   78.4% 100.0%   $23,460,000 100.0% $39,100,000

(1)Source: Appraisals.
(2)Information is based on the underwritten rent rolls, which for the RV Resort Properties, are dated as of the trailing 12-month period ending June 30, 2025, and for the Westlake Self Storage property, is dated as of July 1, 2025.
(3)% of UW Base Rent is based on the trailing 12-month base rent through June 30, 2025, and includes income from 32 Park Owned Homes and Park Owned Trailers at the RV Resort Properties and 39 parking spaces at the Westlake Self Storage property.

Westlake RV Resort. The Westlake RV Resort property is a 196-pad RV resort built in 2011 on 19.29 acres and located in western Houston, Texas, adjacent to the Westlake Self Storage property. The Westlake RV Resort property was 87.9% occupied over the trailing 12-month period ending June 30, 2025. As of the origination date, of the 196 pads, four are occupied by Park Owned Homes and two are occupied by Park Owned Trailers. Residents of the Westlake RV Resort property have access to several common amenities such as on-site management, a gated entrance, a clubhouse, a pool and jacuzzi, a fishing lake, a fitness room, a business center, full hookup concrete pads, laundry facilities, an outdoor kitchen, free air station, regular mosquito treatments, and free high-speed Wi-Fi. The borrower sponsor purchased the Westlake RV Resort property in June 2018 for $12.4 million and has spent $571,452 in capital expenditures.

Eastlake RV Resort. The Eastlake RV Resort property is a 241-pad RV resort built in 2013 on 25.00 acres and located in eastern Houston, Texas. The Eastlake RV Resort property was 71.7% occupied over the trailing 12-month period ending June 30, 2025. As of the origination date, of the 241 pads, five are occupied by Park Owned Homes and three are occupied by Park Owned Trailers. Residents of the Eastlake RV Resort property have access to several common amenities such as on-site management, a clubhouse, a pool and jacuzzi, a fishing lake, a fitness room, a business center, full hookup concrete pads, laundry facilities, an outdoor kitchen, free air station, regular mosquito treatments, and free high-speed Wi-Fi. The borrower sponsor purchased the Eastlake RV Resort property in June 2018 for $12.8 million and has spent $611,146 in capital expenditures.

Northlake RV Resort. The Northlake RV Resort property is a 229-pad RV resort built in 2012 on 22.18 acres and located in northern Houston, Texas. The Northlake RV Resort property was 71.2% occupied over the trailing 12-month period ending June 30, 2025. As of the origination date, of the 229 pads, six are occupied by Park Owned Homes and 10 are occupied by Park Owned Trailers. Residents of the Northlake RV Resort property have access to several common amenities such as on-site management, a gated entrance, a clubhouse, a pool and jacuzzi, a fishing lake, a fitness room, a business center, full hookup concrete pads, laundry facilities, an outdoor kitchen, free air station, regular mosquito treatments, and free high-speed Wi-Fi. The borrower sponsor purchased the Northlake RV Resort property in June 2018 for $10.5 million and has spent $814,962 in capital expenditures.

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   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio

Westlake Self Storage. The Westlake Self Storage property is a 303-unit, 43,945-square feet self-storage facility containing five storage buildings and one office building located Houston, Texas, adjacent to the Westlake RV Resort property. The improvements were built in 2011 and are situated on a 3.56-acre site. The self-storage units include 174 climate controlled units, 111 traditional units and 18 “tall bay” units. The Westlake Self Storage property includes 39 rentable RV/boat parking spaces, comprised of 21 uncovered and 18 covered spaces. As of July 1, 2025, the self-storage units were 91.3% occupied on a square foot basis and the parking spaces were 92.3% occupied on a unit basis. The Westlake Self Storage property features coded entry keypads, an automatic electric gate and video surveillance.

Lakeview Expansion RV Resort. The Lakeview Expansion RV Resort property is a 92-pad RV resort built in 2021 on 8.12 acres and located in southwestern Houston, Texas. The Lakeview Expansion RV Resort property was 65.1% occupied over the trailing 12-month period ending June 30, 2025. As of the origination date, of the 92 pads, two are occupied by Park Owned Homes. The Lakeview Expansion RV Resort property is the second phase of the Lakeview RV Resort and residents of the Lakeview Expansion RV Resort property have access to all common amenities of the first phase of Lakeview RV Resort, including on-site management, a gated entrance, a clubhouse, a pool and jacuzzi, a fishing lake, a fitness room, a business center, full hookup concrete pads, laundry facilities, an outdoor kitchen, free air station, regular mosquito treatments, and free high-speed Wi-Fi. The borrower sponsor developed the Lakeview Expansion RV Resort property in 2021 for a total cost of $6.0 million.

The following table presents certain information relating to the historical and current occupancy of the Quality RV Resort & SS Portfolio Properties:

Historical and Current Occupancy
Property 2022(1) 2023(1) 2024(1) Current(2)
Westlake RV Resort 91.6% 91.8% 87.8% 87.9%
Eastlake RV Resort 81.4% 55.5% 61.4% 71.7%
Northlake RV Resort 91.0% 76.0% 65.2% 71.2%
Westlake Self Storage(3) 91.8% 93.5% 92.2% 87.1%
Lakeview Expansion RV Resort 56.2% 51.4% 54.2% 65.1%
Total/Wtd. Avg.(4) 86.2% 77.1% 75.3% 78.4%

(1)Historical Occupancy is based on the trailing 12-month period ending December 31 of each respective year.
(2)Current occupancy is as of the trailing 12-month period ending June 30, 2025, for the RV Resort Properties and as of July 1, 2025, for the Westlake Self Storage property.
(3)Historical Occupancy for Westlake Self Storage is on a square foot basis, while Current Occupancy is on a unit basis.
(4)Weighted based on number of pads or units, as applicable.

Appraisal. According to the appraisals, the Quality RV Resort & SS Portfolio Properties had an aggregate “as-is” appraised value of $39,100,000 as of June 16, 2025, and June 19, 2025.

Appraisal Valuation Summary(1)
Property Appraised Value Capitalization Rate
Westlake RV Resort $12,400,000 7.50%
Eastlake RV Resort $8,300,000 7.50%
Northlake RV Resort $7,600,000 7.50%
Westlake Self Storage $5,800,000 6.00%
Lakeview Expansion RV Resort $5,000,000 7.50%
(1) Source: Appraisal.

Environmental. According to the Phase I environmental reports dated June 24, 2025, there was no evidence of any recognized environmental conditions at the Quality RV Resort & SS Portfolio 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.

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Structural and Collateral Term Sheet   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio

The following table presents certain information relating to the operating history and underwritten cash flows of the Quality RV Resort & SS Properties:

Operating History and Underwritten Net Cash Flow
2022      2023      2024      TTM(1)     Underwritten Per Unit %(2)
Base Rent(3) $6,659,241 $6,005,961 $5,737,564 $5,934,569 $6,025,740 $5,679 90.7 %
Other Income(4) 1,074,639 721,481 615,265 620,500 620,500 585 9.3  
Net Rental Income $7,733,880 $6,727,442 $6,352,829 $6,555,069 $6,646,240 $6,264 100.0 %
(Vacancy)(5) 0 0 0 0 (91,171) (86) 1.4  
Effective Gross Income $7,733,880 $6,727,442 $6,352,829 $6,555,069 $6,555,069 $6,178 98.6 %
Total Expenses 3,680,717 3,669,591 3,727,017 3,685,843 3,937,519 3,711 60.1  
Net Operating Income $4,053,163 $3,057,851 $2,625,812 $2,869,226 $2,617,550 $2,467 39.9 %
Total CapEx/RR 16,650 16,650 18,950 18,950 44,369 42 0.7  
Net Cash Flow $4,036,513 $3,041,201 $2,606,862 $2,850,276 $2,573,181 $2,425 39.3 %

(1)TTM is as of June 30, 2025.
(2)% column represents percent of Net Rental Income for all revenue lines and represents percent of Effective Gross Income for the remainder of the fields.
(3)Base Rent is based on the trailing 12-month period ending June 30, 2025 and includes revenue from (i) the pads and the 32 Park Owned Homes and Park Owned Trailers at the RV Resort Properties and (ii) the self-storage units and the 39 parking spaces at the Westlake Self Storage property.
(4)Other Income includes laundry income, inventory sales, ice and propane sales, parking space rental, shed rentals, golf cart rentals, miscellaneous fees, vending income, utility reimbursements, application fees, and rental discounts.
(5)Represents storage vacancy.

The Market. The Quality RV Resort & SS Portfolio Properties are located in Houston, Texas. According to the appraisals, the existing supply within the immediate area of the Westlake RV Resort and Lakeview Expansion RV Resort properties were constructed between 1995 and 2018, ranged in size from 40 to 216 pad sites and had an average vacancy rate of 14.6%. The existing supply within the immediate area of the Eastlake RV Resort and Northlake RV Resort properties were constructed between 1997 and 2008, ranged in size from 112 to 216 pad sites and had an average vacancy rate of 18.7%. No new RV parks or campgrounds are planned or proposed in the immediate market areas of the RV Resort Properties.

According to the appraisal, the Westlake Self Storage property is located in the Houston self-storage market and the Bear Creek/Katy self-storage submarket. As of the first quarter of 2025, the vacancy rate for the Houston market was 14.2% and the vacancy rate for the Bear Creek/Katy submarket was 13.3%. Asking rents for the Bear Creek/Katy submarket range from $29 per unit to $221 per unit for non-climate controlled units and $45 per unit to $235 per unit for climate controlled units, for unit sizes ranging from 5x5 to 10x20. Average underwritten base rent for the Westlake Self Storage property is $160 per storage unit. According to the appraisal, there are no new facilities planned within a three mile radius of the Westlake Self Storage property.

The following table presents certain market demographic information with respect to the Quality RV Resort & SS Portfolio Properties:

Demographic Summary(1)
2024 Estimated Population 2024 Median Household Income
Property One-Mile Radius Three-Mile Radius Five-Mile Radius One-Mile Radius Three-Mile Radius Five-Mile Radius
Westlake RV Resort 10,852   142,371   328,780   $100,819   $81,955   $84,899  
Eastlake RV Resort 6,424   34,457   135,210   55,318   66,806   77,803  
Northlake RV Resort 7,220   90,163   234,624   62,972   59,069   63,676  
Westlake Self Storage 10852   142,371   328,780   100,819   81,955   84,899  
Lakeview Expansion RV Resort 9,211   111,483   371,120   76,190   70,043   63,976  
Total 44,559   520,845   1,398,514   $396,118   $359,828   $375,253  
(1)Source: Appraisals.

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   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio

The Borrowers. The borrowers are QRV Westlake, LLC, QRV Eastlake, LLC, QRV Northlake, LLC and QRV Lakeview Expansion, LLC, each a Delaware limited liability company and special purpose entity.

The Borrower Sponsor. The borrower sponsor and non-recourse guarantor is QRV Holdco, LLC, a joint venture formed between Stonetown Capital Group, LLC and Meritage Group LP for the purpose of acquiring RV resorts throughout Texas. QRV Holdco, LLC has a portfolio of 14 RV resorts totaling 2,577 pads and one self-storage property totaling 303 storage units, including the Quality RV Resort & SS Portfolio Properties.

Property Management. The Quality RV Resort & SS Portfolio Properties are managed by Cairn Communities, LLC, an affiliate of the borrower sponsor.

Escrows and Reserves. At origination, the borrowers deposited (i) approximately $318,805 for real estate taxes and (ii) $3,697 for replacement reserves.

Tax Escrows – On a monthly basis, the borrowers are required to deposit 1/12th of an amount that would be sufficient to pay taxes for the next ensuing 12 months, currently approximately $39,851.

Insurance Escrows – On a monthly basis, the borrowers are required to deposit 1/12th of an amount that would be sufficient to pay insurance premiums for the renewal of insurance coverages; provided, such monthly deposits will be waived so long as, among other conditions specified in the Quality RV Resort & SS Portfolio Mortgage Loan documents, the borrowers maintain a blanket insurance policy acceptable to the lender. A blanket policy is currently in place.

Replacement Reserves – On a monthly basis, the borrowers are required to deposit $3,697 for replacement reserves.

Lockbox / Cash Management.  The Quality RV Resort & SS Portfolio Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Cash Sweep Event (as defined below), the borrowers will establish and maintain a clearing account and will cause all rents received by the borrowers or the property manager to be deposited into the clearing account within one business day of receipt. During the continuance of a Cash Sweep Event, all funds in the clearing account are required to be swept each business day to a lender-controlled cash management account and disbursed in accordance with the Quality RV Resort & SS Portfolio Mortgage Loan documents, and in each case in connection with a Cash Sweep Event caused by a DSCR Trigger Event, all excess cash will be held by the lender as additional collateral for the Quality RV Resort & SS Portfolio Mortgage Loan.

A “Cash Sweep Event” means a period commencing upon the occurrence of: (i) an event of default under the Quality RV Resort & SS Portfolio Mortgage Loan documents and will continue until such event of default is cured, (ii) any bankruptcy action of the borrowers or property manager or (iii) the trailing 12-month period debt service coverage ratio falling below 1.20x, and within five business days, the borrowers fail to cause the occurrence of a DSCR Trigger Event Suspension Event (as defined below) (a “DSCR Trigger Event”), and expiring upon (a) with respect to clause (i) above, the cure of such event of default, (b) with respect to clause (ii) above, the borrowers replace the property manager with a qualified manager within 60 days of such bankruptcy action or (c) with respect to clause (iii) above, the occurrence of a DSCR Trigger Event Cure (as defined below).

A “DSCR Trigger Event Cure” means the occurrence of any of the following: (i) the borrowers deposit with the lender an amount sufficient to sustain a proforma debt service coverage ratio of 1.20x for the next 12 consecutive calendar months immediately following the occurrence of a DSCR Trigger Event (the “DSCR Deposit Amount”), (ii) the borrowers deposit with the lender a letter of credit in an amount equal to the DSCR Deposit Amount or (iii) the trailing 12-month period debt service coverage ratio is at least 1.25x for two consecutive calendar quarters. A “DSCR Trigger Event Suspension Event” means the occurrence of clause (i) or (ii) within the definition of a DSCR Trigger Event Cure.

Subordinate and Mezzanine Debt. None.

Permitted Future Subordinate or Mezzanine Debt. Not permitted.

Partial Release. At any time after October 1, 2027, and prior to the Quality RV Resort & SS Portfolio Mortgage Loan maturity date, the borrowers may obtain the release of the Lakeview Expansion RV Resort property, provided that, among other things, (i) no event of default has occurred and is continuing, (ii) the borrowers prepay a portion of the Quality RV Resort & SS Portfolio Mortgage Loan equal to 115% of the allocated loan amount of the Lakeview Expansion RV Resort property, and if

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   BMO 2025-5C12
No. 9 - Quality RV Resort & SS Portfolio

such property is released prior to March 2, 2030, the payment of a yield maintenance premium pursuant to the Quality RV Resort & SS Portfolio Mortgage Loan documents, (iii) the debt service coverage ratio based on the immediately preceding trailing 12 month period for the remaining Quality RV Resort & SS Portfolio Properties following the release is no less than 1.59x, (iv) the total number of Park Owned Homes and Park Owned Trailers for all remaining properties does not exceed 10% of the cumulative pads on all remaining properties, and (v) the release is permitted under REMIC requirements.

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.

 87 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 10 – 321-325 West 42nd 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.

 88 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 10 – 321-325 West 42nd 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.

 89 

 

Structural and Collateral Term Sheet   BMO 2025-5C12
No. 10 – 321-325 West 42nd Street

Mortgage Loan Information Property Information
Mortgage Loan Seller: BMO Single Asset / Portfolio: Single Asset
Original Principal Balance: $23,000,000 Title: Fee
Cut-off Date Principal Balance: $23,000,000 Property Type Subtype: Multifamily – Mid Rise
% of Pool by IPB: 3.6% Net Rentable Area (Units)(3): 36
Loan Purpose: Refinance Location: New York, NY
Borrower: 321-323-325 West 42nd Street LLC Year Built / Renovated: 1920 / 1995
Borrower Sponsors: Amir Shriki and Stephen Guttman Occupancy: 94.4%
Interest Rate: 5.95500% Occupancy Date: 7/31/2025
Note Date: 8/28/2025 4th Most Recent NOI (As of)(4): NAV
Maturity Date: 9/6/2030 3rd Most Recent NOI (As of)(5): $309,580 (12/31/2023)
Interest-only Period: 60 months 2nd Most Recent NOI (As of)(5): $1,203,765 (12/31/2024)
Original Term: 60 months Most Recent NOI (As of)(5): $1,279,148 (TTM 7/31/2025)
Original Amortization Term: None UW Economic Occupancy: 97.0%
Amortization Type: Interest Only UW Revenues: $2,670,561
Call Protection: L(13),YM1(42),O(5) UW Expenses: $875,215
Lockbox / Cash Management: Springing / Springing UW NOI(5): $1,795,346
Additional Debt: No UW NCF: $1,781,972
Additional Debt Balance: NAP Appraised Value / Per Unit(6): $33,200,000 / $922,222
Additional Debt Type: NAP Appraisal Date: 7/29/2025

Escrows and Reserves(1) Financial Information
Initial Monthly Initial Cap Cut-off Date Loan / Unit(6): $638,889
Taxes: $195,101 $48,775 N/A   Maturity Date Loan / Unit(6): $638,889
Insurance: $29,313 $4,886 N/A   Cut-off Date LTV: 69.3%
Replacement Reserves: $0 $864 N/A   Maturity Date LTV: 69.3%
Deferred Maintenance: $83,358 $0 N/A   UW NCF DSCR: 1.28x
Rollover Reserve: $0 $250 N/A   UW NOI Debt Yield: 7.8%
Other Reserves(2): $147,600 Springing N/A      
Sources and Uses
Sources Proceeds % of Total   Uses Proceeds % of Total
Mortgage Loan $23,000,000 100.0%   Loan Payoff $13,811,080 60.0 %
  Return of Equity 7,020,610 30.5  
  Closing Costs(7) 1,712,938 7.4  
  Reserves 455,372 2.0  
Total Sources $23,000,000 100.0%   Total Uses $23,000,000 100.0 %
(1)A full description of Escrows and Reserves, please refer to “Escrows and Reserves” below.
(2)Other Reserves include upfront reserves equal to (i) $75,600 for a multifamily rent reserve account and (ii) $72,000 for free rent owed to Thriller LLC - Soho Live NYC.
(3)The 321-325 West 42nd Street Property (as defined below) is comprised of (i) 36 multifamily units and (ii) 6,000 square feet of commercial space leased to three separate tenants.
(4)Historical financial information is not available for the 4th Most Recent NOI (As of 2022) as the 321-325 West 42nd Street Property was acquired by the borrower sponsors in March 2023.
(5)The increase from 3rd Most Recent NOI (As of 2023) to 2nd Most Recent NOI (As of 2024) was primarily driven by a significant increase in residential gross potential rent and commercial income due to new ownership. The further increase from Most Recent NOI (As of TTM 7/31/2025) to UW NOI is primarily due to an increase in occupancy and an increase in commercial income.
(6)Based off the 36 multifamily units only.
(7)Closing costs included approximately $784,875 of origination fees.

The Loan. The tenth largest mortgage loan (the “321-325 West 42nd Street Mortgage Loan”) is secured by the borrower’s fee simple interest in a 36-unit, multifamily mid rise property located in New York, New York (the “321-325 West 42nd Street Property”). The 321-325 West 42nd Street Mortgage Loan is evidenced by one promissory note with an outstanding principal balance as of the Cut-off Date of $23,000,000. The 321-325 West 42nd Street Mortgage Loan was originated on August 28, 2025 by Bank of Montreal (“BMO”) and accrues interest at a fixed rate of 5.95500% per annum. The 321-325 West 42nd Street Mortgage Loan has an initial term of 5 years, is interest-only for the full term and accrues interest on an Actual/360 basis. The scheduled maturity date of the 321-325 West 42nd Street Mortgage Loan is September 6, 2030.

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   BMO 2025-5C12
No. 10 – 321-325 West 42nd Street

The Property. The 321-325 West 42nd Street Property is a multifamily mid rise development built in 1920 and renovated in 1995, located in New York, New York. The 321-325 West 42nd Street Property includes three, five-story multifamily buildings, each with ground-floor commercial components on an approximately 0.17-acre site. The 321-325 West 42nd Street Property contains 13 two-bedroom, one-bathroom and 23 three-bedroom, one-bathroom residential units with a kitchen appliance package, hardwood floor living areas and tiled bathrooms. The 321-325 West 42nd Street Property includes 6,000 square feet of commercial space accounting for approximately 32.2% of underwritten base rent.

The following table presents certain information relating to the multifamily unit mix at the 321-325 West 42nd Street Property:

321-325 West 42nd Street Unit Mix(1)
Unit Type # of Units % of Total Occupied Units Occupancy Average Unit Size (SF) Average Monthly Rental Rate Per Unit
2BR/1BA 13 36.1% 11 84.6% 590 $4,209
3BR/1BA 23 63.9 23 100.0 650 $4,243
Total/Wtd. Avg. 36    100.0%   34 94.4% 628 $4,232
(1)Based on the underwritten rent roll dated July 31, 2025.

The following table presents certain information relating to the commercial tenants at the 321-325 West 42nd 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
Sky Pavilion Szechuan Cuisine LLC NR/NR/NR 2,000 33.3% $151.17 $302,345 34.8% 7/31/2033
Thriller LLC – Soho Live NYC NR/NR/NR 2,000 33.3 $148.32 $296,640 34.1 8/31/2040
Soup Dumpling House Inc NR/NR/NR 2,000 33.3 $135.06 $270,122 31.1 2/29/2032
Total Tenants 6,000 100.0% $144.85 $869,107 100.0%
Vacant Space 0 %00.0
Collateral Total 6,000 100.0%
(1)Based on the underwritten rent roll dated July 31, 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   BMO 2025-5C12
No. 10 – 321-325 West 42nd Street

The following table presents certain information relating to the lease rollover schedule at the 321-325 West 42nd Street Property commercial component:

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 0 0.0% NAP NA P 0 0.0% NAP NAP
2025 & MTM 0 0 0.0 $0 0.0 % 0 0.0% $0 0.0%
2026 0 0 0.0 0 0.0   0 0.0% $0 0.0%
2027 0 0 0.0 0 0.0   0 0.0% $0 0.0%
2028 0 0 0.0 0 0.0   0 0.0% $0 0.0%
2029 0 0 0.0 0 0.0   0 0.0% $0 0.0%
2030 0 0 0.0 0 0.0   0 0.0% $0 0.0%
2031 0 0 0.0 0 0.0   0 0.0% $0 0.0%
2032 1 2,000 33.3 270,122 31.1   2,000 33.3% $270,122 31.1%
2033 1 2,000 33.3 302,345 34.8   4,000 66.7% $572,467 65.9%
2034 0 0 0.0 0 0.0   4,000 66.7% $572,467 65.9%
2035 0 0 0.0 0 0.0   4,000 66.7% $572,467 65.9%
2036 & Beyond 1 2,000 33.3 296,640 34.1   6,000 100.0% $869,107 100.0%
Total 3 6,000 100.0% $869,107 100.0 %
(1)Information is based on the underwritten rent roll dated July 31, 2025.

The following table presents certain information relating to the Operating History and Underwritten Net Cash Flow of the 321-325 West 42nd Street Property:

Operating History and Underwritten Net Cash Flow
2023 2024 TTM 7/31/2025 Underwritten Per Unit(1) %(2)
Residential Gross Potential Rent $533,721 $1,287,829 $1,488,283 $1,827,600 $50,767 66.4%
Commercial Income 270,363 740,025 671,043 869,107 24,142 31.6
Reimbursements 4,182 10,445 6,805 16,600 461  0.6
Gross Potential Rent $808,265 $2,038,299 $2,166,131 $2,713,308 $75,370 98.6%
Other Income(3) 663 33,880 5,675 38,652 1,074 1.4
Net Rental Income $808,928 $2,072,179 $2,171,806 $2,751,960 $76,443 100.0%
(Vacancy/Credit Loss) (2,133) (29,133) (37,690) (81,399) (2,261) (3.0)
Effective Gross Income $806,794 $2,043,046 $2,134,116 $2,670,561 $74,182 97.0%
Total Expenses $497,214 $839,280 $854,967 $875,215 $24,312 32.8%
Net Operating Income $309,580(4) $1,203,765(4) $1,279,148(4) $1,795,346(4) $49,871 67.2%
TI/LC 0 0 0 3,000 83 0.1
Replacement Reserve 0 0 0 10,374 288 0.4
Net Cash Flow $309,580 $1,203,765 $1,279,148 $1,781,972 $49,499 66.7%
(1)Based on total multifamily units (36 units).
(2)% column represents percent of Net Rental Income for revenue fields and represents percent of Effective Gross Income for the remainder of fields.
(3)Other Income represents actual contractual antenna income.
(4)The increase from 2023 Net Operating Income to 2024 Net Operating Income was primarily driven by a significant increase in residential gross potential rent and commercial income due to new ownership. The further increase from TTM 7/31/2025 Net Operating Income to Underwritten Net Operating Income is primarily due to an increase in occupancy and an increase in commercial income.

Appraisal. According to the appraisal, the 321-325 West 42nd Street Property had an “as-is” appraised value of $33,200,000 as of July 29, 2025. The table below shows the appraisal’s “as-is” conclusions. The appraisal also concluded to a land value of $27,300,000.

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.

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Structural and Collateral Term Sheet   BMO 2025-5C12
No. 10 – 321-325 West 42nd Street

Appraisal Valuation Summary(1)
Appraisal Approach Appraised Value Capitalization Rate
Direct Capitalization Approach $33,200,000 5.00%
(1)Source: Appraisal.

Environmental. According to a Phase I environmental assessment dated August 5, 2025, there was no evidence of any recognized environmental conditions at the 321-325 West 42nd Street Property.

The Market. The 321-325 West 42nd Street Property is located within the Clinton/Hell’s Kitchen neighborhood of Manhattan, New York. The immediate area surrounding 321-325 West 42nd Street Property consists primarily of commercial office buildings, transportation and utility use (Penn Station, Grand Central), and public facilities and institutions such as the Fashion Institute of Technology and the New York Public Library.

The 321-325 West 42nd Street Property is located in New York, New York, within the Midtown West submarket within the New York-White Plains/Kiryas Joel-Poughkeepsie, NY (the “New York”) apartment market. As of the second quarter of 2025, the New York apartment market had total inventory of 1,963,555 units, a vacancy rate of 2.7% and effective rent of $4,540 per unit. As of the second quarter of 2025, the Midtown West submarket had total inventory of 69,765 units, a vacancy rate of 2.1% and effective rent of $5,613 per unit. According to the appraisal, the 2024 total population within a 1-mile radius of the 321-325 West 42nd Street Property was 167,214, and the 2024 median household income within the same radius was $133,935.

The following table presents certain information relating to comparable multifamily properties to the 321-325 West 42nd Street Property:

Multifamily Rent Comparable Rental Summary(1)

Property Name

Location

Year Built / Renovated Occupancy # Units Unit Mix Average SF per Unit Average Rent per SF Average Rent per Unit

321-325 West 42nd Street

New York, NY

1920 / 1995 94.4%(2)

13(2)

23(2)

Two Bedroom

Three Bedroom

590(2)

650(2)

$7.13(2)

$6.53(2)

$4,209(2)

$4,243(2)

1691 Broadway

New York, NY

1925 / NAP NAV 28 Two Bedroom 650 $6.31 $4,100

682 9th Avenue

New York, NY

1920 / NAP NAV 7 Two Bedroom 600 $7.50 $4,500

858 Ninth Avenue

New York, NY

1920 / NAP NAV 8 Two Bedroom NAV NAV $4,200

749 9th Avenue

New York, NY

1901 / NAP NAV 26 Two Bedroom 425 $10.02 $4,259

698 10th Avenue

New York, NY

1910 / NAP NAV 9 Two Bedroom 700 $6.29 $4,400

440 West 45th Street

New York, NY

1901 / NAP NAV 15 Three Bedroom 750 $6.00 $4,500

818 10th Avenue

New York, NY

1910 / NAP NAV 16 Three Bedroom 550 $8.18 $4,500

454 West 57th Street

New York, NY

1910 / NAP NAV 10 Three Bedroom 595 $7.05 $4,195

419 West 44th Street

New York, NY

1920 / NAP NAV 8 Three Bedroom NAV NAV $4,400

434 West 38th Street

New York, NY

1910 / NAP NAV 12 Three Bedroom NAV NAV $4,200

(1)Source: Appraisal.
(2)Based on the underwritten rent roll dated July 31, 2025.

The Borrower. The borrower for the 321-325 West 42nd Street Mortgage Loan is 321-323-325 West 42nd Street LLC, a Delaware limited liability company and special purpose entity with one independent director. Legal counsel to the borrower delivered a non-consolidation opinion in connection with the origination of the 321-325 West 42nd Street Mortgage Loan.

The Borrower Sponsors. The borrower sponsors and non-recourse carveout guarantors for the 321-325 West 42nd Street Mortgage Loan are Amir Shriki and Stephen Guttman. Amiri Shriki is the founder and CEO of AYA Acquisitions, a value-

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   BMO 2025-5C12
No. 10 – 321-325 West 42nd Street

add real estate investment firm in Manhattan. The company has executed $4.5 billion in real estate transactions and specializes in identifying, acquiring and transforming underperforming properties.

Property Management. The 321-325 West 42nd Street Property is managed by R.E.M. Residential, Inc. (“R.E.M.”), a third-party management company. Founded in 2000, R.E.M. is a residential management company that manages nearly 300 buildings and 10,000 units across New York City, Westchester and Northern New Jersey.

Escrows and Reserves. At origination of the 321-325 West 42nd Street Mortgage Loan, the borrower deposited approximately (i) $195,101 into a real estate tax reserve account, (ii) $29,313 into an insurance reserve account, (iii) $83,358 into an immediate repairs reserve account, (iv) $72,000 into a free rent reserve account related to the Thriller LLC – Soho Live, NYC tenant, and (v) $75,600 into a multifamily rent reserve.

Tax Escrows – The borrower is required to deposit into a real estate tax reserve on a monthly basis, 1/12th of the real estate taxes that lender estimates will be payable during the next 12 months, which currently equates to approximately $48,775.

Insurance Escrows – The borrower is required to deposit into an insurance reserve, on a monthly basis, 1/12th of the amount which will be sufficient to pay the insurance premiums due for the renewal of coverage afforded by such policies (initially estimated to be approximately $4,886).

Replacement Reserves – The borrower is required to deposit into a replacement reserve, on a monthly basis, an amount equal to approximately $864.

Rollover Reserves - The borrower is required to deposit into a rollover reserve for TI/LC costs, on a monthly basis, an amount equal to approximately $250.

Lease Sweep Reserves – On each payment date during the continuance of a Lease Sweep Period (as defined below), all excess cash flow (or such portion of excess cash flow that is allocated by the lender into the lease sweep reserve account) will be required to be deposited into the lease sweep reserve account for approved TI/LC expenses associated with Lease Sweep Leases (as defined below).

Multifamily Rent Reserves – The borrower is required to deposit $75,600 into a multifamily rent reserve, which equates to the amount of rent that would be paid for the two currently vacant units for a period of nine months. Pursuant to the 321-325 42nd Street Mortgage Loan documents, this amount will be disbursed in $4,200 increments for each applicable vacant unit on the payment dates from September 2025 through May 2026. On the payment date prior to the final disbursement of the upfront multifamily rent reserve if the Multifamily Rent Release Conditions (as defined below) have not been satisfied with respect to both vacant units, the borrower will deposit $75,600 into the multifamily rent reserve. However, in the event (i) the Multifamily Rent Release Conditions have been satisfied for one unit, the deposit will be equal to $37,800, or (ii) the borrower leases one or both of the units for an amount less than $4,200 per unit, the deposit will be calculated by multiplying nine by the difference between the actual rent and $4,200. The borrower will be obligated to make such deposits until the Multifamily Rent Release Conditions have been satisfied.

The “Multifamily Rent Release Conditions” means the date on which the borrower satisfies either of the following conditions (a) all of the following conditions have been satisfied: (i) the borrower has leased both vacant units to a third party, (ii) the borrower has provided an officer’s certificate that the evidence delivered to the lender is true and accurate, (iii) each tenant is in occupancy and paying full, unabated rent, is not otherwise in default under the lease, and the monthly lease rent is not less than $4,200 or (b) the date the debt service coverage ratio, calculated using the underwritten net cash flow, excluding disbursements from the multifamily rent reserve account, and the actual debt service for the preceding 12 month period, is equal to or greater than 1.25x for two consecutive calendar quarters.

Lockbox / Cash Management. The 321-325 West 42nd Street Mortgage Loan is structured with a springing lockbox and springing cash management. Upon the occurrence of a Trigger Period (as defined below), the borrower is required to open and maintain a lockbox account, for the sole benefit of the lender. During the continuation of a Trigger Period the borrower is required to deposit, or cause to be deposited, all gross income from the 321-325 West 42nd Street Property into the lockbox account. All excess funds on deposit in the account after the application of such funds in accordance with the 321-325 West 42nd Street Mortgage Loan documents are required to be held by the lender in an excess cash flow reserve

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   BMO 2025-5C12
No. 10 – 321-325 West 42nd Street

account as additional collateral for the 321-325 West 42nd Street Mortgage Loan. If no Trigger Period is continuing all funds in the excess cash flow account will be returned to the borrower.

A “Trigger Period” means a period (a) commencing upon the earliest to occur of (i) an event of default, (ii) on and after the January 2026 payment date, the debt service coverage ratio being less than 1.15x for two consecutive calendar quarters, and (iii) a Lease Sweep Period, and (b) (x) with respect to clause (i) above, the cure (if applicable) of such event of default, (y) with respect to clause (ii) above, the debt service coverage ratio is equal to or greater than 1.20x for two consecutive calendar quarters, and (z), with respect to clause (iii) above, the cessation of the Lease Sweep Period.

A “Lease Sweep Period” means with respect to each Lease Sweep Lease, the earlier to occur of (i) twelve months prior to the earliest stated expiration date, (ii) the date by which the tenant is required to give notice of its exercise of a renewal option, (iii) the date the tenant gives notice of its intent not to renew or extend its lease, (iv) the borrower or property manager receives notice the tenant is exercising its right to terminate its lease, (v) the date the lease is surrendered, cancelled or terminated, (vi) the date the tenant discontinues its business, vacates or ceases occupancy its space, gives written notice it intends to do any of the foregoing, or subleases its space to a tenant with a lesser term or lower rent, (vii) a monetary or material non-monetary default under the lease, or (viii) the tenant is party to an insolvency proceeding.

A Lease Sweep Period will end upon the occurrence of (a) with regard to clauses (i), (ii), (iii), and (iv) above, the entirety of the tenant’s space has been leased to one or more tenants and the applicable tenant has accepted possession and is in occupancy of the space, is open for business and paying rent, the tenant is not subject to a bankruptcy action, all construction costs have been paid in full or reserved, all leasing commissions and tenant improvement obligations have been paid in full, (b) with regard to clause (v) above, the termination option is not validly exercised, or is otherwise irrevocably waived, (c) with regard to clause (vi) above, the tenant has re-commenced operations for a period of six consecutive months, (d) with regard to clause (vii) above, the date the default has been cured and no other default exits for a period of six consecutive months, and (e), with regards to clause (viii) above, the insolvency proceeding has terminated or the lease has been affirmed, assumed or assigned in a manner reasonable acceptable to the lender.

A “Lease Sweep Leasemeans (i) the Sky Pavilion lease, (ii) the Soup Dumpling lease, or (iii) any renewal or replacement lease with respect to all or a portion of such tenant’s space.

Subordinate and Mezzanine Debt. None.

Permitted Future Subordinate or Mezzanine Debt. Not permitted.

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.

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