| FREE WRITING PROSPECTUS | ||
| FILED PURSUANT TO RULE 433 | ||
| REGISTRATION FILE NO.: 333-259741-08 | ||
| New Issue CMBS: | $967.756mm BANK5 2024-5YR7 |
| Co-Lead Managers & Bookrunners: | Morgan Stanley, BofA Securities, J.P. Morgan, and Wells Fargo Securities |
| Co-Managers: | Academy Securities, Inc. and Siebert Williams Shank |
Publicly Offered Certificates
| Class | Expected Ratings (Fitch/Moody's/M*DBRS) | Available Size($MM) | CE% | WAL (YRS) | Principal Window | UW NOI DY% | LTV% | Gdnce | Target $Price** |
| A-1 | AAAsf/Aaa(sf)/AAA(sf) | $0.925 | 30.000% | 2.51 | 1–56 | 18.7% | 39.1% | *N/A* | *N/A* |
| A-2* | AAAsf/Aaa(sf)/AAA(sf) | $55.000 | 30.000% | 4.67 | 56-56 | 18.7% | 39.1% | J+111a | ~101-00 |
| A-3* | AAAsf/Aaa(sf)/AAA(sf) | $706.301 | 30.000% | 4.92 | 56-60 | 18.7% | 39.1% | J+113a | ~101-00 |
| A-S | AAAsf/Aa2(sf)/AAA(sf) | $110.251 | 19.875% | 5.01 | 60–60 | 16.3% | 44.7% | J+140a | ~103-00 |
| B | AA-sf/NR/AA+(sf) | $53.084 | 15.000% | 5.01 | 60–60 | 15.4% | 47.4% | J+185a | ~103-00 |
| C | A-sf/NR/A+(sf) | $42.195 | 11.125% | 5.01 | 60–60 | 14.7% | 49.6% | J+240a | WAC |
*Sizes and WAL’s are subject to change as detailed in the attached Term Sheet
**ESTIMATE BASED ON CURRENT RATES / SPREADS - SUBJECT TO CHANGE
| POOL BALANCE: | $1,146,205,970 |
| NUMBER OF LOANS/PROPERTIES: | 37 / 41 |
| WA MORTGAGE INT. RATE: | 7.1197% |
| WA CUT-OFF LTV: | 55.8% |
| WA UW NCF DSCR: | 1.72x |
| WA UW NOI DEBT YLD: | 13.1% |
| WA ORIG TERM TO MATURITY: | 60 |
| TEN LARGEST LOANS: | 58.9% |
| LOAN SELLERS: | WFB (30.2%), BANA (28.5%), MSMCH (26.9%), JPMCB (14.4%) |
| TOP 5 STATES: | CA (32.5%), DC (8.3%), PA (7.9%), TX (7.6%), OH (6.8%) |
| TOP 5 PROPERTY TYPES: | RT (31.4%), OF (30.3%), HT (18.5%), IN (6.5%), MU (6.4%) |
| RISK RETENTION: | Vertical Risk Retention ("V-RR") |
| MASTER SERVICER: | Wells Fargo Bank, National Association |
| SPECIAL SERVICER: | KeyBank National Association |
| TRUSTEE: | Computershare Trust Company, National Association |
| CERT ADMIN: | Computershare Trust Company, National Association |
| TRUST ADVISOR: | Park Bridge Lender Services LLC |
| INITIAL CONTROLLING CLASS REP: | PFP CMBS BNK5 2024-5Y7, LLC or an affiliate thereof |
| EXPECTED PRICING: | Week of May 31, 2024 |
| EXPECTED SETTLEMENT: | June 13, 2024 |
| ATTACHED: | Termsheet and Annex A |
*** The depositor has filed a registration statement (including a prospectus) with the SEC (File No. 333-259741) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC 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 web site at www.sec.gov. Alternatively, the depositor or any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll free 1-866-718-1649 or by email to prospectus@ms.com. ****
**** THE ASSET-BACKED SECURITIES REFERRED TO IN THESE MATERIALS ARE BEING OFFERED WHEN, AS AND IF ISSUED. IN PARTICULAR, YOU ARE ADVISED THAT ASSET-BACKED SECURITIES, AND THE ASSET POOLS BACKING THEM, ARE SUBJECT TO MODIFICATION OR REVISION (INCLUDING, AMONG OTHER THINGS, THE POSSIBILITY THAT ONE OR MORE CLASSES OF SECURITIES MAY BE SPLIT, COMBINED OR ELIMINATED) AT ANY TIME PRIOR TO ISSUANCE OR AVAILABILITY OF A FINAL OFFERING DOCUMENT. AS A RESULT, YOU MAY COMMIT TO PURCHASE SECURITIES THAT HAVE CHARACTERISTICS THAT MAY CHANGE, AND YOU ARE ADVISED THAT ALL OR A PORTION OF THE SECURITIES MAY NOT BE ISSUED THAT HAVE THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. OUR OBLIGATION TO SELL SECURITIES TO YOU IS CONDITIONED ON THE SECURITIES AND THE UNDERLYING TRANSACTION HAVING THE CHARACTERISTICS DESCRIBED IN THESE MATERIALS. IF WE DETERMINE THAT CONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, WE WILL NOTIFY YOU, AND NEITHER THE ISSUING ENTITY OR ANY UNDERWRITER WILL HAVE ANY OBLIGATION TO YOU TO DELIVER ALL OR ANY PORTION OF THE SECURITIES WHICH YOU HAVE COMMITTED TO PURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN US AS A CONSEQUENCE OF THE NON-DELIVERY. ****
**** IMPORTANT NOTICE RELATING TO AUTOMATICALLY GENERATED EMAIL DISCLAIMERS, ANY LEGENDS, DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR AT THE BOTTOM OF THIS E-MAIL OR AT THE BOTTOM OF THE E-MAIL COMMUNICATION TO WHICH THIS MATERIAL MAY HAVE BEEN ATTACHED 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 EMAIL SYSTEM. ****
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