Banc of America Merrill Lynch Commercial Mortgage
Filed: 23 Sep 05, 12:00am
CMBS NEW ISSUE TERM SHEET $1,801,811,000 (APPROXIMATE OFFERED CERTIFICATES) $1,977,296,329 (APPROXIMATE TOTAL COLLATERAL BALANCE) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 OFFERED CLASSES A-1, A-2, A-3, A-SB, A-4, A-M, A-J, XP, B, C AND D CERTIFICATES BANK OF AMERICA, N.A. MORTGAGE LOAN SELLER BARCLAYS CAPITAL REAL ESTATE INC. MORTGAGE LOAN SELLER BANK OF AMERICA, N.A. MASTER SERVICER MIDLAND LOAN SERVICES, INC. SPECIAL SERVICER SEPTEMBER 2005 THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND NONE OF BANC OF AMERICA SECURITIES LLC, BARCLAYS CAPITAL INC., DEUTSCHE BANK SECURITIES, INC. AND MORGAN STANLEY & CO. INCORPORATED (COLLECTIVELY, THE "UNDERWRITERS") IS 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. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY PERTAIN TO SECURITIES THAT ULTIMATELY ARE NOT SOLD. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED HEREIN. THE UNDERWRITERS MAKE NO REPRESENTATION REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. THE UNDERWRITERS AND THEIR AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL MAY BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND INCORPORATED BY REFERENCE INTO AN EFFECTIVE REGISTRATION STATEMENT PREVIOUSLY FILED WITH THE SEC UNDER RULE 415 OF THE SECURITIES ACT OF 1933, AS AMENDED INCLUDING ALL CASES WHERE THE MATERIAL DOES NOT PERTAIN TO SECURITIES THAT ARE ULTIMATELY OFFERED FOR SALE PURSUANT TO SUCH REGISTRATION STATEMENT. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING IN THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH ASSETS. ANY INFORMATION IN THE MATERIAL, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU, WHICH YOU SHOULD READ BEFORE MAKING ANY INVESTMENT DECISION. THIS MATERIAL IS FURNISHED SOLELY BY THE UNDERWRITERS AND NOT BY THE ISSUER OF THE SECURITIES. THE ISSUER OF THE SECURITIES HAS NOT PREPARED, REVIEWED OR PARTICIPATED IN THE PREPARATION OF THIS MATERIAL, IS NOT RESPONSIBLE FOR THE ACCURACY OF THIS MATERIAL AND HAS NOT AUTHORIZED THE DISSEMINATION OF THIS MATERIAL. EACH OF THE UNDERWRITERS IS ACTING AS AN UNDERWRITER AND IS NOT ACTING AS AN AGENT FOR THE ISSUER IN CONNECTION WITH THE PROPOSED TRANSACTION. BANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL ----------------- DEUTSCHE BANK SECURITIES, INC. MORGAN STANLEY TABLE OF CONTENTS Transaction Structure Structure Overview .............................................. 1 Structure Schematic ............................................. 2 Transaction Terms ............................................... 3 Contact Information ............................................. 6 Mortgage Pool Characteristics General Characteristics ......................................... 7 Property Type ................................................... 8 Property Location ............................................... 9 Mortgage Pool Characteristics ................................... 10 Prepayment Provisions Based on Outstanding Principal Balance .... 11 Ten Largest Mortgage Loans 417 Fifth Avenue ................................................ 13 One Renaissance Square .......................................... 19 Sotheby's Building .............................................. 25 Fireman's Fund .................................................. 31 Sunroad Corporate Centre ........................................ 36 Wateridge Office Park ........................................... 42 150 & 151 Worth Avenue .......................................... 48 San Gabriel Square .............................................. 55 Torre Mayor ..................................................... 61 Polo Club Apartments ............................................ 70 (This Page Intentionally Left Blank) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- STRUCTURE OVERVIEW - -------------------------------------------------------------------------------- OFFERED CERTIFICATES APPROX. EXPECTED CERTIFICATE % OF ASSUMED RATINGS (1) BALANCE OR INITIAL APPROX. WEIGHTED PRINCIPAL FINAL ------------- NOTIONAL POOL CREDIT AVERAGE WINDOW DISTRIBUTION CLASS S&P/MOODY'S AMOUNT (2) BALANCE SUPPORT LIFE (YRS) (3) (MOS) (3) DATE (3) RATE TYPE - ----------------------------------------------------------------------------------------------------------------------------------- A-1 AAA/Aaa $66,500,000 3.363% 30.000% 3.10 1-58 August 10, 2010 Fixed (4) A-2 AAA/Aaa $250,250,000 12.656% 30.000% 4.90 58-59 September 10, 2010 Fixed (4) A-3 AAA/Aaa $164,950,000 8.342% 30.000% 6.56 78-81 July 10, 2012 Fixed (4) A-SB AAA/Aaa $ 99,807,000 5.048% 30.000% 7.33 59-113 March 10, 2015 Fixed (4) A-4 AAA/Aaa $802,600,000 40.591% 30.000% 9.80 113-119 September 10, 2015 Fixed (4) A-M AAA/Aaa $197,730,000 10.000% 20.000% 9.91 119-119 September 10, 2015 Fixed (4) A-J AAA/Aaa $121,109,000 6.125% 13.875% 9.91 119-119 September 10, 2015 Fixed (4) XP AAA/Aaa TBD (5) N/A N/A (5) N/A N/A Variable Rate (5) B AA/Aa2 $ 42,018,000 2.125% 11.750% 9.91 119-119 September 10, 2015 Fixed (4) C AA-/Aa3 $ 19,772,000 1.000% 10.750% 9.91 119-119 September 10, 2015 Fixed (4) D A/A2 $ 37,075,000 1.875% 8.875% 9.98 119-120 October 10, 2015 Fixed (4) - ----------------------------------------------------------------------------------------------------------------------------------- NON-OFFERED CERTIFICATES (6) APPROX. EXPECTED CERTIFICATE % OF ASSUMED RATINGS (1) BALANCE OR INITIAL APPROX. WEIGHTED PRINCIPAL FINAL ------------- NOTIONAL POOL CREDIT AVERAGE WINDOW DISTRIBUTION CLASS S&P/MOODY'S AMOUNT (2) BALANCE SUPPORT LIFE (YRS) (3) (MOS) (3) DATE (3) RATE TYPE - ---------------------------------------------------------------------------------------------------------------------------------- E A-/A3 $ 19,773,000 1.000% 7.875% 9.99 120-120 October 10, 2015 Fixed (4) F BBB+/Baa1 $ 24,716,000 1.250% 6.625% 9.99 120-120 October 10, 2015 Fixed (4) G BBB/Baa2 $ 27,188,000 1.375% 5.250% 9.99 120-120 October 10, 2015 Fixed (4) H BBB-/Baa3 $ 24,716,000 1.250% 4.000% 9.99 120-120 October 10, 2015 Fixed (4) J BB+/Ba1 $ 12,358,000 0.625% 3.375% 9.99 120-120 October 10, 2015 Fixed (4) K BB/Ba2 $ 12,358,000 0.625% 2.750% 9.99 120-120 October 10, 2015 Fixed (4) L BB-/Ba3 $ 4,943,000 0.250% 2.500% 9.99 120-120 October 10, 2015 Fixed (4) M B+/NR $ 7,415,000 0.375% 2.125% 9.99 120-120 October 10, 2015 Fixed (4) N B/NR $ 7,415,000 0.375% 1.750% 9.99 120-120 October 10, 2015 Fixed (4) O B-/NR $ 4,943,000 0.250% 1.500% 9.99 120-120 October 10, 2015 Fixed (4) P NR/NR $ 29,660,328 1.500% 0.000% 12.13 120-180 October 10, 2020 Fixed (4) XC AAA/Aaa $ 1,977,296,328 (7) N/A N/A (7) N/A N/A Variable Rate (7) - ---------------------------------------------------------------------------------------------------------------------------------- (1) Ratings shown are those of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., and Moody's Investors Services, Inc., respectively. (2) As of the delivery date. Subject to a variance of plus or minus 5%. (3) Based on the maturity assumptions (as defined under "Yield and Maturity Considerations" in the prospectus supplement). As of the delivery date, calculations for the certificates assume no prepayments will be made on the mortgage loans prior to their related maturity dates (or, in the case of the mortgage loan with an anticipated repayment date, the related anticipated repayment date). (4) The Class A-1, Class A-2, Class A-3, Class A-SB, Class A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates will each accrue interest as either (i) a fixed rate, (ii) a fixed rate subject to a cap at the weighted average net mortgage rate, (iii) the weighted average net mortgage rate or (iv) the weighted average net mortgage rate less a specified percentage. (5) The Class XP Certificates will not have a certificate balance and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class XP Certificates, as described in the prospectus supplement. The interest rate applicable to the Class XP Certificates for each distribution date will be as described in the prospectus supplement. See "Description of the Certificates--Pass-Through Rates" in the prospectus supplement. (6) Not offered by the prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. (7) The Class XC Certificates are not offered by the prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. The Class XC Certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class XC Certificates, as the case may be, as described in the prospectus supplement. The interest rates applicable to the Class XC Certificates for each distribution date will be as described in the prospectus supplement. See "Description of the Certificates - Pass-Through Rates" in the prospectus supplement. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 1 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- STRUCTURE SCHEMATIC* - -------------------------------------------------------------------------------- [GRAPHIC OMITTED] Class XC (1), XP ---------------------------------------- Class A-1 AAA/Aaa $66.50 MM 3.363% ---------------------------------------- Class A-2 AAA/Aaa $250.25 MM 12.656% ---------------------------------------- Class A-3 AAA/Aaa $164.95 MM 8.342% ---------------------------------------- Class A-SB AAA/Aaa $99.81 MM 5.048% ---------------------------------------- Class A-4 AAA/Aaa $802.60 MM 40.591% ---------------------------------------- Class A-M AAA/Aaa $197.73 MM 10.000% ---------------------------------------- Class A-J AAA/Aaa $121.11 MM 6.125% ---------------------------------------- Class B AA/Aa2 $42.02 MM 2.125% ---------------------------------------- Class C AA-/Aa3 $19.77 MM 1.000% ---------------------------------------- Class D A/A2 $37.08 MM 1.875% ---------------------------------------- Class E(1) A-/A3 $19.77 MM 1.000% ---------------------------------------- Class F(1) BBB+/Baa1 $24.72 MM 1.250% ---------------------------------------- Class G(1) BBB/Baa2 $27.19 MM 1.375% ---------------------------------------- Class H(1) BBB-/Baa3 $24.72 MM 1.250% ---------------------------------------- Class J(1) BB+/Ba1 $12.36 MM 0.625% ---------------------------------------- Class K(1) BB/Ba2 $12.36 MM 0.625% ---------------------------------------- Class L(1) BB-/Ba3 $4.94 MM 0.250% ---------------------------------------- Class M(1) B+/NR $7.42 MM 0.375% ---------------------------------------- Class N(1) B/NR $7.42 MM 0.375% ---------------------------------------- Class O(1) B-/NR $4.94 MM 0.250% ---------------------------------------- Class P(1) NR/NR $29.66 MM 1.500% ---------------------------------------- - --------------- * Classes are not drawn to scale. Percentages are approximate percentages of the Initial Pool Balance as of the Cut-off Date. Class principal amounts are truncated. (1) Offered privately pursuant to Rule 144A. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 2 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE PROSPECTUS SUPPLEMENT DATED [SEPTEMBER] 2005. ISSUE TYPE Sequential pay REMIC. Class A-1, A-2, A-3, A-SB, A-4, A-M, A-J, XP, B, C and D Certificates (collectively, the "Offered Certificates") are offered publicly. CUT-OFF DATE All Mortgage Loan characteristics are based on balances as of the Cut-off Date, which is October 1, 2005 for all of the Mortgage Loans. All percentages presented herein are approximate. MORTGAGE POOL The Mortgage Pool consists of 106 Mortgage Loans (the "Mortgage Loans") with an aggregate balance as of the Cut-off Date of $1,977,296,329 (the "Initial Pool Balance"). The Mortgage Loans are secured by 120 properties (the "Mortgaged Properties") located throughout 30 states and Mexico. DEPOSITOR Banc of America Commercial Mortgage Inc. MORTGAGE LOAN SELLERS Bank of America, N.A. and Barclays Capital Real Estate, Inc. NUMBER OF NUMBER OF AGGREGATE % OF INITIAL MORTGAGE MORTGAGED CUT-OFF DATE POOL MORTGAGE LOAN SELLER LOANS PROPERTIES BALANCE BALANCE ----------------------------------- ----------- ------------ ----------------- ------------- Bank of America, N.A. ............. 73 87 $1,411,252,322 71.4% Barclays Capital Real Estate, Inc. 33 33 566,044,007 28.6 ----------------------------------- --- --- -------------- ----- Total ............................. 106 120 $1,977,296,329 100.0% === === ============== ===== UNDERWRITERS Banc of America Securities LLC and Barclays Capital Inc. are acting as co-lead managers. Banc of America Securities LLC is acting as sole bookrunner with respect to all Classes of Offered Certificates. Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated are acting as co-managers. TRUSTEE LaSalle Bank National Association FISCAL AGENT ABN AMRO Bank N.V. MASTER SERVICER Bank of America, N.A. SPECIAL SERVICER Midland Loan Services, Inc. RATING AGENCIES Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P") and Moody's Investors Service, Inc. ("Moody's"). DENOMINATIONS $10,000 minimum for the Class A-1, A-2, A-3, A-SB, A-4, A-M and A-J Certificates, $1,000,000 minimum (notional) for the Class XP Certificates and $100,000 minimum for the Class B, C and D Certificates. SETTLEMENT DATE On or about October , 2005. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 3 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- SETTLEMENT TERMS Book-entry through DTC for all Offered Certificates. DISTRIBUTION DATE The 10th day of each month, or if such 10th day is not a Business Day, the next succeeding Business Day. The first Distribution Date with respect to the Offered Certificates will occur in November 2005. DETERMINATION DATE For any Distribution Date, the earlier of (i) the sixth day of the month in which the related Distribution Date occurs, or if such sixth day is not a Business Day, then the immediately preceding Business Day, and (ii) the fourth Business Day prior to the related Distribution Date. INTEREST DISTRIBUTIONS Each Class of Offered Certificates will be entitled on each Distribution Date to interest accrued at its Pass-Through Rate for such Distribution Date on the outstanding Certificate Balance of such Class during the prior calendar month. Interest will be distributed on each Distribution Date in sequential order of class designations with the Class A-1, A-2, A-3, A-SB, A-4, XC and XP Certificates ranking pari passu in entitlement to interest. PRINCIPAL DISTRIBUTIONS Principal will be distributed on each Distribution Date to the Class of Sequential Pay Certificates outstanding with the earliest sequential Class designation until its Certificate Balance is reduced to zero (except that the Class A-SB Certificates are entitled to certain priority on each Distribution Date with respect to being paid down to their planned principal balance as described in the prospectus supplement). If, due to losses, the Certificate Balances of the Class A-M through Class P Certificates are reduced to zero but any two or more classes of Class A-1, A-2, A-3, A-SB or A-4 Certificates remain outstanding, payments of principal to the outstanding Class A-1, A-2, A-3, A-SB and A-4 Certificates will be made on a pro rata basis. LOSSES To be applied first to the Class P Certificates, then to the next most subordinate Class of Sequential Pay Certificates until the Certificate Balance of each such succeeding Class of Sequential Pay Certificates is reduced to zero, and following the reduction of the Certificate Balance of the Class A-M Certificates to zero, pro rata to the Class A-1, A-2, A-3, A-SB and A-4 Certificates. However, with respect to (i) the 417 Fifth Avenue Whole Loan (as to which only the related note A is in the trust fund), losses will be applied first to the related note B, and then to the related note A; (ii) the Sotheby's Building Whole Loan (as to which only the related note A-2 is in the trust fund), losses will be applied first to the related note B, and then pro rata to the related note A-1 and the related note A-2; (iii) the Fireman's Fund Whole Loan (as to which only the related note A-1 is in the trust fund), losses will be applied pro rata to the related note A-1 and the related note A-2 and (iv) the Torre Mayor Whole Loan (as to which only the related note A-1 is in the trust fund), losses will be applied first to the related note C (if any), second to the related note B, and then pro rata to the related note A-1 and the related note A-2. Losses allocable to the 417 Fifth Avenue note A, the Fireman's Fund note A-1, the Sotheby's Building note A-2 or the Torre Mayor note A-1 will be applied to the Classes of Sequential Pay Certificates as described above. PREPAYMENT PREMIUMS The manner in which any prepayment premiums received during a particular Collection Period will be allocated to one or more of the Classes of Offered Certificates is described in the "Description of the Certificates--Distributions--Distributions of Prepayment Premiums" in the prospectus supplement. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 4 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- ADVANCES Subject to certain limitations, including, but not limited to, a recoverability determination, the Master Servicer will be required to advance certain principal, interest and other expenses with respect to the Mortgage Loans (except for the Sotheby's Building loan, for which Advances will be made by the Master Servicer under the pooling and servicing agreement pursuant to which the Banc of America Commercial Mortgage Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-4, were issued (the "Sotheby's Building Master Servicer"). In the event that the Master Servicer (or with respect to the Sotheby's Building loan, the Sotheby's Building Master Servicer) fails to make such advances, the Trustee or Fiscal Agent may be required to do so. APPRAISAL REDUCTIONS Promptly following the occurrence of (1) any Mortgage Loan or any Serviced Whole Loan becoming a Modified Mortgage Loan; (2) any Monthly Payment with respect to any Mortgage Loan or any Serviced Whole Loan remaining unpaid for 60 days past the Due Date for such payment; provided, however, solely in the case of a delinquent Balloon Payment and if (x) the related borrower is actively seeking a refinancing commitment, (y) the related borrower continues to make payments in the amount of its Monthly Payment, and (z) the Directing Certificateholder consents, failure to pay such Balloon Payment during such 60-day period shall not constitute an Appraisal Trigger Event if the related borrower has delivered to the Master Servicer, on or before the 60th day after the due date of such Balloon Payment, a refinancing commitment reasonably acceptable to the Master Servicer, for such longer period, not to exceed 120 days beyond such due date, during which the refinancing would occur; (3) the passage of 60 days after the Special Servicer receives notice that the mortgagor under such Mortgage Loan or Serviced Whole Loan becomes the subject of bankruptcy, insolvency or similar proceedings, which remain undischarged and undismissed; (4) the passage of 60 days after the Special Servicer receives notice that a receiver or similar official is appointed with respect to the related Mortgaged Property; (5) the related Mortgaged Property becoming an REO Property; or (6) the passage of 60 days after the third extension of a Mortgage Loan or a Serviced Whole Loan, the Special Servicer will obtain an appraisal on the related Mortgaged Property. Advances of delinquent interest on the most subordinate class or classes will be reduced to the extent of the interest on the Appraisal Reduction Amount. The Appraisal Reduction Amount will generally be equal to the difference between (a) the scheduled balance of the Mortgage Loan or Serviced Whole Loan plus any unpaid advances outstanding and other amounts payable with respect thereto and (b) an amount equal to 90% of the appraised value of the Mortgaged Property. OPTIONAL TERMINATION The Master Servicer, the Special Servicer and certain Certificateholders will have the option to terminate the Trust, in whole but not in part, and purchase the remaining assets of the Trust on or after the Distribution Date on which the Stated Principal Balance of the Mortgage Loans then outstanding is less than 1% of the Initial Pool Balance. Such purchase price will generally be at a price equal to the unpaid aggregate principal balance of the Mortgage Loans (or fair market value in the case of REO Properties), plus accrued and unpaid interest and certain other additional trust fund expenses. CONTROLLING CLASS The most subordinate Class of Sequential Pay Certificates with an outstanding Certificate Balance at least equal to 25% of its initial Certificate Balance or, if no such Class satisfies such criteria, the Class of Sequential Pay Certificates with the then largest outstanding Certificate Balance. ERISA The Offered Certificates are expected to be ERISA eligible. SMMEA The Offered Certificates are not expected to be "mortgage-related securities" for the purposes of SMMEA. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 5 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- CONTACT INFORMATION - -------------------------------------------------------------------------------- BANC OF AMERICA SECURITIES LLC BARCLAYS CAPITAL INC. Bill Hale Haejin Baek (704) 388-1597 (Phone) (212) 412-1863 (Phone) (704) 388-9677 (Fax) (212) 412-7489 (Fax) bill.e.hale@bankofamerica.com haejin.baek@barcap.com Geordie Walker Brian Dixon (704) 388-1597 (Phone) (212) 412-2663 (Phone) (704) 388-9677 (Fax) (212) 412-7305 (Fax) geordie.r.walker@bankofamerica.com brian.dixon@barcap.com Chuck Mather Craig Leonard (704) 388-1597 (Phone) (212) 412-2663 (Phone) (704) 388-9677 (Fax) (212) 412-7305 (Fax) charles.mather@bankofamerica.com craig.leonad@barcap.com Chris Springer Sang Yu (704) 388-1597 (Phone) (212) 412-3685 (Phone) (704) 388-9677 (Fax) (212) 412-1678 (Fax) chris.springer@bankofamerica.com sang.yu@barcap.com DEUTSCHE BANK SECURITIES, INC. MORGAN STANLEY & CO. INCORPORATED Scott Waynebern Kara McShane (212) 250-5149 (Phone) (212) 761-2164 (Phone) (212) 797-5630 (Fax) (212) 507-5062 (Fax) scott.waynebern@db.com kara.mcshane@morganstanley.com Heath Forusz Jon Miller (212) 250-5149 (Phone) (212) 761-1317 (Phone) (212) 797-5630 (Fax) (212) 507-6994 (Fax) heath.forusz@db.com jon.miller@morganstanley.com This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 6 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- GENERAL CHARACTERISTICS MORTGAGE POOL Number of Mortgage Loans ................................................................. 106 Number of Mortgaged Properties ........................................................... 120 Aggregate Balance of all Mortgage Loans(1) ............................................... $1,977,296,329 Number of Partial Interest Only, Balloon Loans ........................................... 41 Aggregate Balance of Partial Interest Only, Balloon Loans ................................ $ 777,973,951 Number of Interest Only Mortgage Loans ................................................... 25 Aggregate Balance of Interest Only Mortgage Loans ........................................ $ 576,998,687 Number of Balloon Payment Mortgage Loans(2) .............................................. 37 Aggregate Balance of Balloon Payment Mortgage Loans(2) ................................... $ 420,918,999 Number of Anticipated Repayment Date Mortgage Loans ...................................... 1 Aggregate Balance of Anticipated Repayment Date Mortgage Loans ........................... $ 99,879,692 Number of Partial Interest Only ARD Loans ................................................ 1 Aggregate Balance of Partial Interest Only ARD Loans ..................................... $ 100,000,000 Number of Fully Amortizing Loans ......................................................... 1 Aggregate Balance of Fully Amortizing Loans .............................................. $ 1,525,000 Number of Cross-Collateralized and Cross-Defaulted Loan Pools ............................ 2 Maximum Balance for a Group of Cross-Collateralized and Cross-Defaulted Mortgage Loans ... $ 82,000,000 Weighted Average Cut-off Date LTV Ratio .................................................. 70.2% Maximum Cut-off Date LTV Ratio ........................................................... 83.1% Minimum Cut-off Date LTV Ratio ........................................................... 38.3% Weighted Average DSCR .................................................................... 1.45x Maximum DSCR ............................................................................. 2.76x Minimum DSCR ............................................................................. 1.16x Weighted Average LTV at Maturity or Anticipated Repayment Date ........................... 64.0% Range of Mortgage Loan Interest Rates .................................................... 4.600% - 7.546% Weighted Average Mortgage Loan Interest Rate ............................................. 5.277% Range of Remaining Term to Maturity or Anticipated Repayment Date (months) ............... 57 - 180 Weighted Average Remaining Term to Maturity or Anticipated Repayment Date (months) ....... 108 - -------------- See the "Glossary of Principal Definitions" in the prospectus supplement for definitions and information relating to the calculation of loan-to-value and debt service coverage ratios. (1) Subject to a permitted variance of plus or minus 5%. (2) Excludes Mortgage Loans that are Interest Only until maturity or until the related anticipated repayment date. * One Mortgage Loan, referred to as the Fireman's Fund Mortgage Loan, Loan No. 59227 (such Loan Number is set forth in Annex A to the prospectus supplement), representing 5.1% of the Initial Pool Balance, is part of a split loan structure evidenced by two pari passu notes referred to as note A-1 and note A-2. Only note A-1 is included in the Trust. The Cut-off Date Balance of this Mortgage Loan has been calculated based upon note A-1. Each Cut-off Date Balance per unit, loan-to-value ratio and debt service coverage ratio calculated in this term sheet with respect to this Mortgage Loan, except as may be otherwise noted herein, was calculated based upon note A-1 and note A-2. For purposes of weighting such debt service coverage ratios and loan-to-value ratios, such weighting is based solely upon the outstanding principal balance of note A-1. One Mortgage Loan, referred to as the Sotheby's Building Mortgage Loan, Loan No. 59039 (such Loan Number is set forth in Annex A to the prospectus supplement), representing 5.1% of the Initial Pool Balance, is part of a split loan structure evidenced by two pari passu notes referred to as note A-1 and note A-2 and a subordinate note referred to as note B. Only note A-2 is included in the Trust. The Cut-off Date Balance of this Mortgage Loan has been calculated based upon note A-2. Each cut-off date balance per unit, loan-to-value ratio and debt service coverage ratio calculated in this term sheet with respect to this Mortgage Loan, except as may be otherwise noted herein, was calculated based upon note A-2 and note A-1 and excludes note B. Such ratios would be lower (in the case of debt service coverage) and higher (in the case of loan-to-value ratios) if note B were included. For purposes of weighting such debt service coverage ratios and loan-to-value ratios, such weighting is based solely upon the outstanding principal balance of note A-2. One Mortgage Loan, referred to as the Torre Mayor Mortgage Loan, Loan No. 20050022 (such Loan Number is set forth in Annex A to the prospectus supplement), representing 2.8% of the Initial Pool Balance, is part of a split loan structure evidenced by two pari passu notes referred to as note A-1 and note A-2; and one subordinate note referred to as note B and an obligation to make a future advance which will be evidenced by a subordinate note C. Only note A-1 is included in the Trust. The Cut-off Date Balance of this Mortgage Loan has been calculated based upon note A-1. Each cut-off date balance per unit, loan-to-value ratio and debt service coverage ratio calculated in this term sheet with respect to this Mortgage Loan, except as may be otherwise noted herein, was calculated based upon note A-1 and note A-2 and excludes note B and the obligation to make a future advance which will be evidenced by a subordinate note C. Such ratios would be lower (in the case of debt service coverage) and higher (in the case of loan-to-value ratios) if note B and note C were included. For purposes of weighting such debt service coverage ratios and loan-to-value ratios, such weighting is based solely upon the outstanding principal balance of note A-1 and note A-2. One Mortgage Loan, referred to as the 417 Fifth Avenue Mortgage Loan, Loan No. 20050796 (such Loan Number is set forth in Annex A to the prospectus supplement), representing 5.9% of the Initial Pool Balance is part of a split loan structure evidenced by a senior note referred to as note A and a subordinate note referred to as note B. Only note A is included in the Trust. The Cut-off Date Balance of this Mortgage Loan was calculated based only upon note A. Each cut-off date balance per unit, loan-to-value ratio and debt service coverage ratio calculated in this term sheet with respect to the 417 Fifth Avenue Mortgage Loan, except as otherwise noted herein, was calculated based upon note A and excludes note B. Such ratios would be lower (in the case of debt service coverage ratios) and higher (in the case of loan-to-value ratios) if note B were included. For purposes of weighting such debt service coverage ratios and loan-to-value ratios, such weighting is based solely on the outstanding principal balance of note A. The sum of aggregate percentage calculations may not equal 100% due to rounding. Debt service coverage ratio was calculated based on the net cash flow unless otherwise noted in this term sheet. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 7 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- [PIECHART OMITTED] MORTGAGED PROPERTIES BY PROPERTY TYPE Office 40.8% Retail 27.0% Multifamily 16.7% Hotel 4.4% Industrial 3.3% Self Storage 2.7% Mixed Use 2.5% Manufactured Housing 1.8% Other 0.8% PROPERTY TYPE WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE % OF AVERAGE MIN/MAX AVERAGE MIN/MAX AVERAGE MORTGAGED CUT-OFF DATE INITIAL POOL UNDERWRITTEN UNDERWRITTEN CUT-OFF DATE CUT-OFF DATE MORTGAGE PROPERTY TYPE PROPERTIES BALANCE BALANCE DSCR DSCR LTV RATIO LTV RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ Office 19 $ 805,867,311 40.8% 1.35x 1.20x/1.88x 69.4% 38.3%/80.0% 5.435% - ------------------------------------------------------------------------------------------------------------------------------------ Retail 47 534,194,177 27.0 1.66x 1.20x/2.76x 68.7% 51.2%/79.9% 5.056% - ------------------------------------------------------------------------------------------------------------------------------------ Anchored 34 456,555,978 23.1 1.70x 1.20x/2.76x 69.7% 51.2%/79.9% 5.055% - ------------------------------------------------------------------------------------------------------------------------------------ Unanchored 10 64,594,553 3.3 1.39x 1.20x/1.67x 63.6% 59.7%/79.9% 5.086% - ------------------------------------------------------------------------------------------------------------------------------------ Shadow Anchored 3 13,043,646 0.7 1.68x 1.29x/2.20x 59.7% 53.5%/70.2% 4.974% - ------------------------------------------------------------------------------------------------------------------------------------ Multifamily 18 329,823,617 16.7 1.37x 1.16x/2.47x 73.6% 41.0%/80.0% 5.203% - ------------------------------------------------------------------------------------------------------------------------------------ Hotel 10 87,394,005 4.4 1.63x 1.31x/1.86x 66.7% 62.9%/73.9% 5.421% - ------------------------------------------------------------------------------------------------------------------------------------ Industrial 13 64,563,474 3.3 1.39x 1.20x/1.66x 71.3% 68.5%/80.0% 5.167% - ------------------------------------------------------------------------------------------------------------------------------------ Self Storage 6 53,333,946 2.7 1.45x 1.20x/2.74x 72.1% 50.0%/83.1% 5.275% - ------------------------------------------------------------------------------------------------------------------------------------ Mixed Use 2 49,815,171 2.5 1.28x 1.22x/1.32x 74.6% 71.0%/76.7% 5.438% - ------------------------------------------------------------------------------------------------------------------------------------ Manufactured Housing 4 36,350,000 1.8 1.23x 1.20x/1.32x 76.4% 66.8%/80.0% 5.105% - ------------------------------------------------------------------------------------------------------------------------------------ Other 1 15,954,627 0.8 1.36x 1.36x/1.36x 69.3% 69.3%/69.3% 5.770% - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL/WEIGHTED AVERAGE 120 $1,977,296,329 100.0% 1.45X 1.16X/2.76X 70.2% 38.3%/83.1% 5.277% - ------------------------------------------------------------------------------------------------------------------------------------ * See the "Glossary of Principal Definitions" in the prospectus supplement for definitions and information relating to the calculation of loan-to-value and debt service coverage ratios. See also footnote (*) under the "GENERAL CHARACTERISTICS" table on page 7 to this term sheet, which also applies to this page. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 8 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- [MAP OMITTED] WASHINGTON MISSOURI 4 properties 1 property $37,814,552 $2,275,139 1.9% of total 0.1% of total NEVADA NORTH DAKOTA 2 properties 1 property $49,492,728 $30,309,680 2.5% of total 1.5% of total CALIFORNIA MINNESOTA 23 properties 1 property $556,813,910 $5,400,000 28.2% of total 0.3% of total UTAH WISCONSIN 2 properties 1 property $46,800,000 $3,700,000 2.4% of total 0.2% of total MEXICO ILLINOIS 1 property 3 properties $55,000,000 $37,179,567 2.8% of total 1.9% of total ARIZONA INDIANA 2 properties 3 properties $105,296,553 $55,450,000 5.3% of total 2.8% of total COLORADO MICHIGAN 1 property 13 properties $10,860,000 $70,557,667 0.5% of total 3.6% of total OKLAHOMA OHIO 3 properties 1 property $5,872,004 $15,954,627 0.3% of total 0.8% of total TEXAS PENNSYLVANIA 7 properties 5 properties $55,025,156 $63,608,435 2.8% of total 3.2% of total KANSAS NEW YORK 1 property 9 properties $5,850,000 $330,727,708 0.3% of total 16.7% of total LOUISIANA CONNECTICUT 1 property 3 properties $9,340,043 $30,026,527 0.5% of total 1.5% of total MISSISSIPPI NEW JERSEY 1 property 3 properties $14,650,000 $65,335,000 0.7% of total 3.3% of total TENNESSEE MARYLAND 1 property 3 properties $1,619,672 $36,995,419 0.1% of total 1.9% of total FLORIDA VIRGINIA 15 properties 4 properties $227,361,184 $29,314,196 11.5% of total 1.5% of total GEORGIA NORTH CAROLINA 3 properties 1 property $12,578,962 $4,850,000 0.6% of total 0.2% of total SOUTH CAROLINA 1 property $1,237,550 0.1% of total [ ] < 1.0% of Initial Pool Balance [ ] 1.0% - 5.0% of Initial Pool Balance [ ] 5.1% - 10.0% of Initial Pool Balance [ ] > 10.0% of Initial Pool Balance WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE AVERAGE AVERAGE AVERAGE MORTGAGED CUT-OFF DATE % OF INITIAL UNDERWRITTEN CUT-OFF DATE MORTGAGE PROPERTY LOCATION PROPERTIES BALANCE POOL BALANCE DSCR LTV RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------ California+ 23 $ 556,813,910 28.2% 1.37x 70.5% 5.271% - ------------------------------------------------------------------------------------------------------------------------------ Southern 13 331,689,711 16.8 1.40x 71.0% 5.193% - ------------------------------------------------------------------------------------------------------------------------------ Northern 10 225,124,199 11.4 1.31x 69.6% 5.386% - ------------------------------------------------------------------------------------------------------------------------------ New York 9 330,727,708 16.7 1.28x 71.1% 5.354% - ------------------------------------------------------------------------------------------------------------------------------ Florida 15 227,361,284 11.5 1.77x 66.4% 5.006% - ------------------------------------------------------------------------------------------------------------------------------ Arizona 2 105,296,553 5.3 1.24x 79.8% 5.139% - ------------------------------------------------------------------------------------------------------------------------------ Michigan 13 70,557,667 3.6 1.34x 71.7% 5.141% - ------------------------------------------------------------------------------------------------------------------------------ New Jersey 3 65,335,000 3.3 1.22x 77.8% 5.038% - ------------------------------------------------------------------------------------------------------------------------------ Pennsylvania 5 63,608,435 3.2 1.30x 74.6% 5.354% - ------------------------------------------------------------------------------------------------------------------------------ Indiana 3 55,450,000 2.8 2.16x 64.7% 4.931% - ------------------------------------------------------------------------------------------------------------------------------ Texas 7 55,025,156 2.8 1.46x 71.4% 5.189% - ------------------------------------------------------------------------------------------------------------------------------ Mexico City 1 55,000,000 2.8 1.80x 38.3% 7.546% - ------------------------------------------------------------------------------------------------------------------------------ Others 39 392,120,615 19.8 1.52x 71.4% 5.210% - ------------------------------------------------------------------------------------------------------------------------------ TOTAL/WEIGHTED AVERAGE 120 $1,977,296,329 100.0% 1.45X 70.2% 5.277% - ------------------------------------------------------------------------------------------------------------------------------ o THE MORTGAGED PROPERTIES ARE LOCATED THROUGHOUT 30 STATES AND MEXICO. * See the "Glossary of Principal Definitions" in the prospectus supplement for definitions and information relating to the calculation of loan-to-value and debt service coverage ratios. See also footnote (*) under the "GENERAL CHARACTERISTICS" table on page 7 to this term sheet, which also applies to this page. + Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 9 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS CUT-OFF DATE BALANCE ($) - ----------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - ----------------------------------------------------------------- $1,237,500 - $1,999,999 6 9,587,541 0.5 $2,000,000 - $2,999,999 3 7,850,139 0.4 $3,000,000 - $3,999,999 7 25,647,414 1.3 $4,000,000 - $4,999,999 10 45,270,164 2.3 $5,000,000 - $7,499,999 14 89,335,744 4.5 $7,500,000 - $9,999,999 11 96,566,585 4.9 $10,000,000 - $14,999,999 16 198,623,267 10.0 $15,000,000 - $19,999,999 13 226,657,162 11.5 $20,000,000 - $29,999,999 9 223,691,320 11.3 $30,000,000 - $49,999,999 8 283,152,075 14.3 $50,000,000 - $99,999,999 6 451,314,918 22.8 $100,000,000 - $116,000,000 3 319,600,000 16.2 - ----------------------------------------------------------------- TOTAL 106 1,977,296,329 100.0 - ----------------------------------------------------------------- Min: $1,237,500 Max: $116,000,000 Average: $18,653,739 - ----------------------------------------------------------------- PROPERTY LOCATION - --------------------------------------------------------- NO. OF AGGREGATE MORTGAGED CUT-OFF DATE % OF PROPERTIES BALANCE ($) POOL - --------------------------------------------------------- California+ 23 556,813,910 28.2 Southern 13 331,689,711 16.8 Northern 10 225,124,199 11.4 New York 9 330,727,708 16.7 Florida 15 227,361,284 11.5 Arizona 2 105,296,553 5.3 Michigan 13 70,557,667 3.6 New Jersey 3 65,335,000 3.3 Pennsylvania 5 63,608,435 3.2 Indiana 3 55,450,000 2.8 Texas 7 55,025,156 2.8 Mexico City 1 55,000,000 2.8 Others 39 392,120,615 19.8 - --------------------------------------------------------- TOTAL 120 1,977,296,329 100.0 - --------------------------------------------------------- PROPERTY TYPE - ----------------------------------------------------------------- NO. OF AGGREGATE MORTGAGED CUT-OFF DATE % OF PROPERTIES BALANCE ($) POOL - ----------------------------------------------------------------- Office 19 805,867,311 40.8 Retail 47 534,194,177 27.0 Anchored 34 456,555,978 23.1 Unanchored 10 64,594,553 3.3 Shadow Anchored 3 13,043,646 0.7 Multifamily 18 329,823,617 16.7 Hotel 10 87,394,005 4.4 Industrial 13 64,563,474 3.3 Self Storage 6 53,333,946 2.7 Mixed Use 2 49,815,171 2.5 Manufactured Housing 4 36,350,000 1.8 Other 1 15,954,627 0.8 - ----------------------------------------------------------------- TOTAL 120 1,977,296,329 100.0 - ----------------------------------------------------------------- MORTGAGE RATE (%) - ----------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - ----------------------------------------------------------- 4.600% - 4.749% 11 159,556,548 8.1 4.750% - 4.999% 8 102,091,053 5.2 5.000% - 5.249% 36 796,704,414 40.3 5.250% - 5.499% 39 665,475,184 33.7 5.500% - 5.749% 7 169,686,522 8.6 5.750% - 5.999% 3 24,686,551 1.2 6.000% - 6.499% 1 4,096,056 0.2 6.500% - 7.546% 1 55,000,000 2.8 - ----------------------------------------------------------- TOTAL 106 1,977,296,329 100.0 - ----------------------------------------------------------- Min: 4.600% Max: 7.546% Wtd Avg: 5.277% - ----------------------------------------------------------- ORIGINAL TERM TO STATED MATURITY OR ARD (MOS) - ------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - ------------------------------------------------- 60 - 83 13 260,175,548 13.2 84 - 99 3 160,700,000 8.1 100 - 120 85 1,366,453,713 69.1 121 - 179 3 184,346,012 9.3 180 2 5,621,056 0.3 - ------------------------------------------------- TOTAL 106 1,977,296,329 100.0 - ------------------------------------------------- Min: 60 Max: 180 Wtd Avg: 110 - ------------------------------------------------- REMAINING TERM TO STATED MATURITY OR ARD (MOS) - --------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - --------------------------------------------------- 57 - 59 13 260,175,548 13.2 60 - 79 1 103,600,000 5.2 80 - 109 2 57,100,000 2.9 110 - 119 73 1,308,066,213 66.2 120 - 139 14 213,267,192 10.8 140 - 159 1 29,466,320 1.5 160 - 180 2 5,621,056 0.3 - --------------------------------------------------- TOTAL 106 1,977,296,329 100.0 - --------------------------------------------------- Min: 57 Max:180 Wtd Avg:108 - --------------------------------------------------- PREPAYMENT PROVISION SUMMARY - ----------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - ----------------------------------------------------------------- Lockout/Defeasance/Open 87 1,788,938,549 90.5 Lockout/Yield Maintenance/Open 18 183,557,780 9.3 Lockout/Declining Penalty/Open 1 4,800,000 0.2 - ----------------------------------------------------------------- TOTAL: 106 1,977,296,329 100.0 - ----------------------------------------------------------------- CUT-OFF DATE LOAN-TO-VALUE RATIO (%) - ------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - ------------------------------------------------------- 38.3% - 49.9% 2 59,096,056 3.0 50.0% - 59.9% 19 195,243,632 9.9 60.0% - 64.9% 11 208,789,000 10.6 65.0% - 69.9% 16 341,282,277 17.3 70.0% - 74.9% 24 501,137,763 25.3 75.0% - 79.9% 28 497,363,800 25.2 80.0% - 83.1% 6 174,383,801 8.8 - ------------------------------------------------------- TOTAL 106 1,977,296,329 100.0 - ------------------------------------------------------- Min: 38.3% Max: 83.1% Wtd Avg: 70.2% - ------------------------------------------------------- LOAN-TO-VALUE RATIO AT MATURITY OR ARD (%) - ------------------------------------------------------------ NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - ------------------------------------------------------------ Fully Amortizing 1 1,525,000 0.1 30.3% - 49.9% 10 120,078,140 6.1 50.0% - 59.9% 31 494,082,396 25.0 60.0% - 64.9% 25 449,575,847 22.7 65.0% - 69.9% 19 332,025,079 16.8 70.0% - 74.9% 13 403,817,728 20.4 75.0% - 80.0% 7 176,192,139 8.9 - ------------------------------------------------------------ TOTAL 106 1,977,296,329 100.0 - ------------------------------------------------------------ Min: 30.3% Max: 80.0% Wtd Avg: 64.0% - ------------------------------------------------------------ DEBT SERVICE COVERAGE RATIOS (X) - ----------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - ----------------------------------------------------------------- 1.16x - 1.20x 3 79,675,000 4.0 1.20x - 1.24x 23 529,594,904 26.8 1.25x - 1.29x 13 265,197,084 13.4 1.30x - 1.34x 12 361,413,773 18.3 1.35x - 1.39x 13 211,019,775 10.7 1.40x - 1.49x 7 68,935,930 3.5 1.50x - 1.59x 10 139,232,857 7.0 1.60x - 1.69x 5 48,821,299 2.5 1.70x - 1.79x 1 55,000,000 2.8 1.80x - 1.99x 6 49,953,103 2.5 2.00x - 2.76x 13 168,452,604 8.5 - ----------------------------------------------------------------- TOTAL 106 1,977,296,329 100.0 - ----------------------------------------------------------------- Min: 1.16x Max: 2.76x Wtd Avg: 1.45x - ----------------------------------------------------------------- * See the "Glossary of Principal Definitions" in the prospectus supplement for definitions and information relating to the calculation of loan-to-value and debt service coverage ratios. See also footnote (*) under the "GENERAL CHARACTERISTICS" table on page 7 to this term sheet, which also applies to this page. + Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 10 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- PREPAYMENT PROVISIONS BASED ON OUTSTANDING PRINCIPAL BALANCE PREPAYMENT PROVISIONS(1) OCT-05 OCT-06 OCT-07 OCT-08 OCT-09 OCT-10 OCT-11 OCT-12 - ---------------------------------------------------------------------------------------------------------------------------- Lockout/Defeasance(2) 100.00% 96.42% 95.13% 93.00% 90.68% 94.11% 94.12% 93.50% Yield Maintenance(2) 0.00% 3.58% 4.87% 3.87% 6.17% 5.60% 5.58% 6.17% Fixed Prepayment Premium(2) 0.00% 0.00% 0.00% 0.00% 0.00% 0.29% 0.29% 0.33% Open 0.00% 0.00% 0.00% 3.13% 3.15% 0.00% 0.00% 0.00% - ---------------------------------------------------------------------------------------------------------------------------- Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - ---------------------------------------------------------------------------------------------------------------------------- Total Beginning Balance (in millions) $1,977.30 $1,969.31 $1,960.03 $1,948.36 $1,934.27 $1,658.54 $1,636.67 $1,455.92 Percent of Aggregate Cut-off Date Balance(3) 100.00% 99.60% 99.13% 98.54% 97.82% 83.88% 82.77% 73.63% - ---------------------------------------------------------------------------------------------------------------------------- PREPAYMENT PROVISIONS(1) OCT-13 OCT-14 OCT-15 OCT-16 OCT-17 OCT-18 OCT-19 - ------------------------------------------------------------------------------------------------------------------------------ Lockout/Defeasance 93.52% 86.30% 100.00% 100.00% 100.00% 100.00% 100.00% Yield Maintenance(2) 6.14% 6.12% 0.00% 0.00% 0.00% 0.00% 0.00% Fixed Prepayment Premium 0.34% 0.34% 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 7.25% 0.00% 0.00% 0.00% 0.00% 0.00% - ------------------------------------------------------------------------------------------------------------------------------ Total 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% - ------------------------------------------------------------------------------------------------------------------------------ Total Beginning Balance (in millions) $1,432.39 $1,407.54 $28.55 $27.68 $3.72 $3.50 $3.26 Percent of Aggregate Cut-off Date Balance(3) 72.44% 71.19% 1.44% 1.40% 0.19% 0.18% 0.16% - ------------------------------------------------------------------------------------------------------------------------------ (1) Prepayment provisions in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the Mortgage Loans (except that an ARD Loan will be repaid on its Anticipated Repayment Date). (2) As of the Cut-off Date, 18 Mortgage Loans, representing 9.3% of the Initial Pool Balance are subject to yield maintenance prepayment provisions after the Lock-out Period. Eighty-seven Mortgage Loans, representing 90.5% of the Initial Pool Balance are subject to defeasance after an initial restriction period. One mortgage loan, representing 0.2% of the Initial Pool Balance, is subject, after the lockout period, to declining fixed penalty provisions. (3) As of the Cut-off Date. * See the " Glossary of Principal Definitions" in the prospectus supplement for definitions and information relating to the calculation of loan-to-value and debt service coverage ratios. See also footnote (*) under the "GENERAL CHARACTERISTICS" table on page 7 to this term sheet, which also applies to this page. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 11 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- TEN LARGEST MORTGAGE LOANS - -------------------------------------------------------------------------------- The following table and summaries describe the ten largest Mortgage Loans or Crossed Pool in the Mortgage Pool by Cut-off Date Balance: TEN LARGEST MORTGAGE LOANS OR CROSSED POOL BY CUT-OFF DATE BALANCE* % OF LTV CUT-OFF INITIAL CUT-OFF RATIO DATE POOL PROPERTY DATE LTV AT MATURITY UNDERWRITTEN MORTGAGE LOAN NAME BALANCE BALANCE TYPE RATIO OR ARD DSCR RATE - --------- --------------- --------- ------------- ---------- ------------- -------------- ----------- 417 Fifth Avenue .................. $116,000,000 5.9% Office 73.9% 73.9% 1.30x 5.440% One Renaissance Square ............ 103,600,000 5.2 Office 80.0% 80.0% 1.24x 5.133% Sotheby's Building ................ 100,000,000 5.1 Office 64.4% 59.9% 1.22x 5.222% Fireman's Fund .................... 99,879,692 5.1 Office 67.4% 55.2% 1.33x 5.548% Sunroad Corporate Centre .......... 90,000,000 4.6 Office 66.9% 61.9% 1.51x 5.207% Wateridge Office Park ............. 90,000,000 4.6 Office 75.0% 69.5% 1.33x 5.220% 150 & 151 Worth Avenue(1) ......... 82,000,000 4.1 Retail 74.5% 74.5% 1.38x 5.015% San Gabriel Square ................ 56,935,226 2.9 Retail 79.9% 66.5% 1.27x 5.300% Torre Mayor ....................... 55,000,000 2.8 Office 38.3% 34.3% 1.80x 7.546% Polo Club Apartments .............. 48,000,000 2.4 Multifamily 71.8% 66.7% 1.22x 5.016% ------------ ---- ---- ---- ---- ----- TOTAL/WTD. AVG .................... $841,414,918 42.6% 70.1% 65.6% 1.35X 5.403% ============ ==== * See the " Glossary of Principal Definitions" and "Mortgage Pool Characteristics as of the Cut-off Date" in the prospectus supplement for definitions and information relating to the calculation of loan-to-value and debt service coverage ratios. See also footnote (*) under the "GENERAL CHARACTERISTICS" table on page 7 to this term sheet, which also applies to this page. (1) For the crossed pool, the information is the total or weighted average of the information for the mortgage loans in the crossed pool. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 12 (This Page Intentionally Left Blank) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 417 FIFTH AVENUE - -------------------------------------------------------------------------------- [417 FIFTH AVENUE PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 13 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 417 FIFTH AVENUE - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS 417 FIFTH AVENUE - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Barclays ORIGINAL A NOTE PRINCIPAL $116,000,000 BALANCE: FIRST PAYMENT DATE: October 1, 2005 TERM/AMORTIZATION: 60/0 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: September 1, 2010 EXPECTED A NOTE MATURITY $116,000,000 BALANCE: BORROWING ENTITY: Fifth and 38th LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 56 payments Open: 4 payments SUBORDINATE B NOTE: $9,000,000 UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes IMMEDIATE REPAIR RESERVE: $311,813 TI/LC RESERVE: $4,250,000 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $6,537 TI/LC RESERVE(1): $44,448 LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) The borrower is required to deposit an additional $4,250,000 into the TI/LC Reserve Account prior to October 1, 2006; following such deposit, the monthly TI/LC reserve amount will be reduced to $8,170.63/month. Beginning on the 13th month prior to the Maturity Date, the monthly TI/LC reserve amount will be recalculated each month (and if necessary, adjusted) in order to ensure that the TI/LC Reserve will contain at least $2,000,000 on the Maturity Date. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $125,000,000 A NOTE CUT-OFF DATE BALANCE: $116,000,000 B NOTE CUT-OFF DATE BALANCE: $ 9,000,000 WHOLE LOAN WHOLE LOAN (EXCLUDING (INCLUDING B NOTE)(1) B NOTE(1) ------------ ------------ CUT-OFF DATE LTV: 73.9% 79.6% MATURITY DATE LTV: 73.9% 79.6% UNDERWRITTEN DSCR(2): 1.30x 1.20x MORTGAGE RATE: 5.440% 5.440% - -------------------------------------------------------------------------------- (1) B Note (which is not part of the trust fund) is subordinate to the A Note. (2) DSCR figures based on net cash flow unless otherwise noted. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: CBD LOCATION: New York, NY YEAR BUILT/RENOVATED: 1912/2003 NET RENTABLE SQUARE FEET: 392,190 CUT-OFF BALANCE PER SF: $296 OCCUPANCY AS OF 7/28/05(1): 83.0% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Murray Hill Properties LLC U/W NET CASH FLOW: $8,303,036 APPRAISED VALUE: $157,000,000 - -------------------------------------------------------------------------------- (1) The property is 83.0% leased, including the basement space, and 88.6% leased excluding the basement space. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 14 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 417 FIFTH AVENUE - -------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - ---------------------------------------------------------------------------------------------------------------- T-12 FULL YEAR FULL YEAR UNDERWRITTEN (6/30/05) (12/31/04) (12/31/03) ---------------- ---------------- ---------------- ---------------- Effective Gross Income ............. $ 15,358,960 $ 14,712,551 $ 14,367,367 $ 14,958,742 Total Expenses ..................... $ 6,435,906 $ 5,799,065 $ 5,872,544 $ 6,232,236 Net Operating Income (NOI) ......... $ 8,923,055 $ 8,913,486 $ 8,494,823 $ 8,726,506 Cash Flow (CF) ..................... $ 8,303,036 $ 8,913,486 $ 8,494,823 $ 8,726,506 DSCR on NOI(1) ..................... 1.39x 1.39x 1.33x 1.36x DSCR on CF(1) ...................... 1.30x 1.39x 1.33x 1.36x - ---------------------------------------------------------------------------------------------------------------- (1) Based on an aggregate principal balance of $116,000,000 (the original whole loan principal balance, excluding the B Note). - ------------------------------------------------------------------------------------------------------------------------------------ TENANT INFORMATION(1) - ------------------------------------------------------------------------------------------------------------------------------------ RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ----------- ----------- --------- -------- --------- ----------- ----------- ---------- CIBC World Markets Corp(2) .......... Aa3/A+ 95,061 24.2% $ 44.34 $ 4,214,688 29.8% 9/30/2011 Atari Inc. .......................... Not Rated 90,000 22.9 $ 20.00 1,800,000 12.7 12/31/2006 Turner Broadcasting System, Inc(2)... Baa1/BBB+ 34,779 8.9 $ 61.10 2,124,827 15.0 1/31/2013 Shen Milson & Wilkie, Inc. .......... Not Rated 33,496 8.5 $ 26.38 883,772 6.3 1/31/2010 Schonfeld & Company, LLC ............ Not Rated 32,799 8.4 $ 39.64 1,300,000 9.2 8/31/2009 ------- ---- ----------- ---- TOTAL ............................... 286,135 73.0% $10,323,287 73.1% - ------------------------------------------------------------------------------------------------------------------------------------ (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent, and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. (2) Not in occupancy but tenant is paying rent. - ----------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ----------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ---------- ---------- ------------ --------------- -------------- 2005 ............... 1 1,616 0.4% 1,616 0.4% $ 40,500 2006 ............... 6 100,303 25.6 101,919 26.0% 2,517,918 2007 ............... 2 0 0.0 101,919 26.0% 20,046 2009 ............... 1 32,799 8.4 134,718 34.4% 1,300,000 2010 ............... 3 33,496 8.5 168,214 42.9% 883,772 2011 ............... 7 100,237 25.6 268,451 68.4% 4,377,109 2013 ............... 3 37,279 9.5 305,730 78.0% 2,292,963 2014 ............... 1 700 0.2 306,430 78.1% 49,441 2018 ............... 2 5,750 1.5 312,180 79.6% 498,000 2019 ............... 1 2,500 0.6 314,680 80.2% 350,000 2020 ............... 1 5,859 1.5 320,539 81.7% 300,000 MTM ................ 5 5,020 1.3 325,559 83.0% 0 Management ......... 1 1,148 0.3 326,707 83.3% 0 Vacant ............. 65,483 16.7 392,190 100.0% 1,496,741 -- ------- ---- ----------- TOTAL .............. 34 392,190 100% $14,126,490 - ----------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 15 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 417 FIFTH AVENUE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The 417 Fifth Avenue Mortgaged Property is currently 83.0% leased by 20 tenants at an average lease rate of $35.97 per square foot. The three largest office tenants, representing 56.0% of the total net rentable area ("NRA"), are: o CIBC WORLD MARKETS CORP. (Canadian Stock Exchange: CM; rated "Aa3" by Moody's, "A+" by S&P and "AA-" by Fitch) leases 95,061 square feet (24.0% of NRA, 29.8% of income) under a lease expiring on September 30, 2011. Headquartered in Toronto, Canada, most of CIBC World Markets Inc.'s activities are in North America, though it has about 10 other offices in financial capitals in Europe, Asia, and Australia. The company currently employs over 2,500 people. CIBC World Markets is the wholesale banking arm of Canadian Imperial Bank of Commerce ("CIBC"), one of Canada's "big five" banks, providing a range of integrated credit and capital markets products, investment banking, and merchant banking to clients in key financial markets in North America and around the world. CIBC currently does not occupy its space and subleases all of its space to two tenants: Marvel Enterprises has been occupying 60,077 square feet (15.3% of NRA) since March 1, 2005 and HSBC Bank USA has been occupying 34,984 square feet (8.9% of NRA) since March 25, 2005. CIBC's nearly 1,100 branches offer a range of consumer and business services, including deposit accounts, loans, brokerage, mutual funds, and trust services. To build it's customer base, the bank is focusing on its core banking operations, targeting small businesses in Canada and retail banking customers in growing cites in the U.S. o ATARI, INC. ("Atari") (NASDAQ: ATAR) occupies 90,000 square feet (23.0% of NRA, 12.7% of income) under a lease expiring on December 31, 2006. Atari is the US division of French software maker Infogrames Entertainment ("IESA"), and develops interactive games for PCs, as well as Sony, Nintendo, and Microsoft platforms. Some games are produced through Atari-owned development studios, such as Shiny Entertainment (Enter the Matrix) and Reflections (the DRIV3R franchise); others are developed in-house. IESA, which also operates Atari Europe, owns a majority interest in Atari. Atari does much of its business with large retail outlets. Wal-Mart, Target, Best Buy, GameStop, and Electronics Boutique account for 26%, 12%, 10%, 7%, and 7%, respectively, of its sales. Atari has relocated all its game development operations to New York, New York. Atari subleases 30,000 square feet (7.6% of NRA) of its space to Netbreeders Realty which has been in occupancy since November 1, 1999. o TURNER BROADCASTING ("Turner") leases 34,779 square feet (9.0% of NRA, 15.0% of income) under a lease expiring on January 31, 2013. Turner currently does not occupy its space. Turner is a subsidiary of Time Warner Inc. (NYSE: TWX, rated "Baa1" by Moody's, "BBB+" by S&P, and "BBB+" by Fitch) operates in the entertainment industry, including television broadcasting, cable television productions, program syndication and licensing, professional sports and real estate operations. Turner's operations include WTBS, an independent 24 hour TV station, Cable News Network, CNN Headline News, and TNT (Turner Network Television). Internationally, CNN is available in more than 200 countries and territories. TBS' other networks, either collectively or individually, reach about 125 countries. Employing more than 84,900 people, Time Warner Inc. is a media and entertainment company with businesses in filmed entertainment, interactive services, television networks, cable systems, music, and publishing. The company's other businesses include America Online, AOL Time Warner Book Group, Time Inc., Time Warner Cable, Home Box Office, Warner Brothers Entertainment. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 16 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 417 FIFTH AVENUE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The 417 Fifth Avenue Mortgage Loan is a $116 million, five-year fixed rate loan secured by a first mortgage on an office building located at 417 Fifth Avenue, New York, New York. The 417 Fifth Avenue Mortgage Loan is interest only for the entire loan term, matures on September 1, 2010 and bears interest at an annual interest rate of 5.440%. THE BORROWER: o The 417 Fifth Avenue Borrower is Fifth and 38th LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with two independent managers for which the 417 Fifth Avenue Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 100% by Big Apple Funding LLC, a Delaware limited liability company, as the sole member of the 417 Fifth Avenue Borrower. Big Apple Funding, LLC is a joint venture owned by GEBAM (85%), a wholly owned subsidiary of General Electric Capital Corporation ("Aaa" by Moody's, "AAA" by S&P) and MHP 417 Fifth Avenue LLC (15%). THE PROPERTY: o The 417 Fifth Avenue Mortgaged Property consists of a fee interest in an 11-story office building built in 1912, containing a total of 392,190 net rentable square feet. The building is located at 417 Fifth Avenue, New York, New York between 37th and 38th Streets. o The 417 Fifth Avenue Mortgaged Property was extensively renovated during 2003 - 2005 at a cost of approximately $1.1 million. The renovations included a new lobby, modernization of elevator equipment, new elevator cabs, an upgrade of steam heating controls/distribution equipment and installation of two new water mains/control valves, a fire escape upgrade and roof and facade repairs. PROPERTY MANAGEMENT: o Murray Hill Properties LLC, an affiliate of the 417 Fifth Avenue Borrower, manages the 417 Fifth Avenue Mortgaged Property. Murray Hill Properties LLC, founded in 1971 and headquartered in New York, currently manages similar commercial properties, primarily in New York, containing a total of approximately 2.2 million square feet. o The 417 Fifth Avenue Borrower is generally required at its sole cost and expense to keep the 417 Fifth Avenue Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The 417 Fifth Avenue Mortgage Loan also secures a $9,000,000 B note, which is subordinated to the 417 Fifth Avenue Mortgage Loan (the A Note). The B note is not included in the trust. The holder of the B note is entitled under certain circumstances to exercise rights analogous to the rights of the Directing Certificateholder solely with respect to the 417 Fifth Avenue Mortgage Loan. Such rights include various consent rights with respect to material servicing decisions, a right to appoint or replace the special servicer, a right to cure defaults and an option to purchase the 417 Fifth Avenue Mortgage Loan under certain circumstances. For more information with respect to these rights, see "Description of the Mortgage Pool-The 417 Fifth Avenue Whole Loan" in the prospectus supplement. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 17 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 417 FIFTH AVENUE - -------------------------------------------------------------------------------- [417 FIFTH AVENUE MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 18 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ONE RENAISSANCE SQUARE - -------------------------------------------------------------------------------- [ONE RENAISSANCE SQUARE PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 19 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ONE RENAISSANCE SQUARE - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS ONE RENAISSANCE SQUARE - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $103,600,000 FIRST PAYMENT DATE: May 1, 2005 TERM/AMORTIZATION: 84/0 months INTEREST ONLY PERIOD: 84 months MATURITY DATE: April 1, 2012 EXPECTED MATURITY BALANCE: $103,600,000 BORROWING ENTITY: One Renaissance, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 78 payments Open: 6 payments UP-FRONT RESERVES: TAX RESERVE: Yes TI/LC RESERVE: $1,711,613 ONGOING MONTHLY RESERVES: TAX RESERVE: Yes TI/LC RESERVE: $20,484 LOCKBOX: Hard - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $103,600,000 CUT-OFF DATE LTV: 80.0% MATURITY DATE LTV: 80.0% UNDERWRITTEN DSCR(1): 1.24x MORTGAGE RATE(2): 5.133% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. (2) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: CBD LOCATION: Phoenix, AZ YEAR BUILT/RENOVATED: 1987 NET RENTABLE SQUARE FEET: 491,623 CUT-OFF BALANCE PER SF: $211 OCCUPANCY AS OF 6/28/05: 98.0% OWNERSHIP INTEREST: Leasehold PROPERTY MANAGEMENT: Pauls Realty Fund Advisor, LLC U/W NET CASH FLOW: $6,672,926 APPRAISED VALUE: $129,500,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 20 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ONE RENAISSANCE SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/04) (12/31/03) ---------------- --------------- --------------- Effective Gross Income ............. $ 11,572,142 $ 9,350,106 $ 9,167,870 Total Expenses ..................... $ 4,214,492 $ 4,236,640 $ 4,164,390 Net Operating Income (NOI) ......... $ 7,357,650 $ 5,113,466 $ 5,003,480 Cash Flow (CF) ..................... $ 6,672,926 $ 5,113,466 $ 5,003,480 DSCR on NOI ........................ 1.36x 0.95x 0.93x DSCR on CF ......................... 1.24x 0.95x 0.93x - -------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - ---------------------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ----------- ------------- ----------- ---------- ----------- ------------- ------------- ----------- Quarles & Brady Streich Lang LLP ....... Not Rated 161,300 32.8% $ 23.07 $3,720,670 33.2% 4/30/2015 Bryan Cave LLP ......................... Not Rated 103,353 21.0 $ 24.00 2,480,472 22.1 4/30/2017 Ernst & Young U.S., LLP ................ Not Rated 50,203 10.2 $ 27.85 1,398,154 12.5 6/30/2010 Maguire Properties, Inc. ............... Not Rated 37,220 7.6 $ 25.10 934,222 8.3 3/1/2007 ------- ---- ---------- ---- TOTAL .................................. 352,076 71.6% $8,533,518 76.1% - ---------------------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - -------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - -------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ---------- ---------- ------------- --------------- -------------- 2005 ................. 4 31,893 6.5% 31,893 6.5% $ 263,772 2006 ................. 3 8,289 1.7 40,182 8.2% 201,384 2007 ................. 3 42,878 8.7 83,060 16.9% 1,057,191 2008 ................. 4 14,794 3.0 97,854 19.9% 351,547 2009 ................. 9 54,746 11.1 152,600 31.0% 1,274,483 2010 ................. 4 59,576 12.1 212,176 43.2% 1,579,803 2014 ................. 1 976 0.2 213,152 43.4% 14,640 2015 ................. 10 161,300 32.8 374,452 76.2% 3,720,670 2017 ................. 6 103,353 21.0 477,805 97.2% 2,480,472 MTM .................. 1 121 0.0 477,926 97.2% 1,815 Common Space ......... 4 1,601 0.3 479,527 97.5% 0 Vacant ............... 12,096 2.5 491,623 100.0% 276,017 -- ------- ----- ----------- TOTAL ................ 49 491,623 100.0% $11,218,296 - -------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 21 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ONE RENAISSANCE SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The four largest tenants, representing 71.6% of the total net rentable square feet, are: o QUARLES & BRADY STREICH LANG LLP ("Quarles & Brady") (not rated) occupies 161,300 square feet (32.8% of square feet, 33.2% of rental income) on floors 2-9 under ten leases of various terms, all of which expire on April 30, 2015. The current blended rental rate per square foot of $23.07 increases to $24.00 on January 1, 2010, $25.00 on January 1, 2011 and the greater of $31.00 or market on January 1, 2012. There are two five-year options to renew the leases at a rental rate per square foot at the then fair market rate. Quarles & Brady, one of the 100 largest law firms in the United States, was formed in 1974 and employs more than 400 lawyers. Quarles & Brady's practice areas include antitrust, bankruptcy, construction, corporate finance and securities, e-commerce and information technology, energy, environmental, estate planning, and telecommunications law. The firm has a network of regional practices and offices located in Chicago, Illinois, Madison and Milwaukee, Wisconsin, Naples, Florida, and Phoenix and Tucson, Arizona. Clients include major national and multi-national corporations, educational and research institutions, municipalities and government agencies, not-for-profits, charitable organizations, industry executives and high net worth individuals. Quarles & Brady has been a tenant at the One Renaissance Square Mortgaged Property since 1994. o BRYAN CAVE LLP (not rated) occupies 103,353 square feet (21.0% of square feet, 22.1% of rental income) under six leases of various terms, all of which expire on April 30, 2017. The current rental rate per square foot of $24.00 increases to $25.00 on May 1, 2006, $26.00 on May 1, 2009, and $33.50 on May 1, 2011. There is one five-year option to renew the leases at a rental rate per square foot at the greater of $33.50 or the then fair market rate. Bryan Cave, a leading international law firm that was founded in 1873, has 17 offices employing more than 800 lawyers worldwide. The firm specializes in corporate litigation including antitrust, entertainment, environmental, healthcare, intellectual property, real estate, and tax law. Clients include a wide array of businesses, financial institutions, not-for-profit organizations, government entities and individual clients. Bryan Cave has been a tenant at the One Renaissance Square Mortgaged Property since 1998. o ERNST & YOUNG U.S., LLP (not rated) occupies 50,203 square feet (10.2% of square feet, 12.5% of rental income) on floors 23, 24 and 26 under three ten-year leases, all of which expire on June 30, 2010. The current rental rate per square foot of $27.85 increases to $29.85 on July 1, 2008. There are two five-year options to renew the leases at a rental rate per square foot at 95% of the then fair market rate. Ernst & Young, one of the world's largest accounting firms, employs more than 100,000 people in 700 locations in 140 countries worldwide. Ernst & Young provides a range of services, including accounting and auditing, tax reporting and operations, tax advisory, business risk, technology and security risk, and transaction advisory. Ernst & Young has been a tenant at the One Renaissance Square Mortgaged Property since 2000. o MAGUIRE PROPERTIES, INC. (not rated) leases 37,220 sf (7.6% of square feet, 8.3% of rental income) under a two-year master lease which expires on March 1, 2007. The rental rate per square foot is $25.10. Robert F. Maguire III, is an experienced borrower, real estate developer and operator who has been involved in real estate investment and development for over 40 years. His real estate company, Maguire Properties, Inc., owns 24 commercial properties, primarily office with some retail, containing a total of approximately 14.5 million square feet. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 22 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ONE RENAISSANCE SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The One Renaissance Square Mortgage Loan is a $103.6 million, seven-year fixed rate loan secured by a first mortgage on a 25-story central business district office building located in Phoenix, Maricopa County, Arizona. The One Renaissance Square Mortgage Loan is interest only for the entire loan term and matures on April 1, 2012 and accrues interest at an annual rate, rounded to three decimal places, of 5.133% THE BORROWER: o The One Renaissance Square Borrower is One Renaissance, LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with at least two independent directors for which the One Renaissance Square Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 100% by Pauls Core Plus Venture, LP, a Delaware limited partnership, as the Sole Member. Equity ownership of Pauls Core Plus Venture, LP is held 10% by Pauls Realty Fund Advisor, LLC as the General Partner and 90% by General Electric Pension Trust as the Limited Partner. It is anticipated that the equity interests owned by affiliates of The Pauls Corporation will be transferred to other affiliates of The Pauls Corporation before the end of 2005. o Pauls Core Plus Venture was formed and is managed by William Pauls, Chairman of The Pauls Corporation, which has approximately $695 million in assets. The Pauls Corporation and the General Electric Pension Trust have been real estate partners in transactions involving over 2.0 million square feet of industrial and office space and over 1,000 residential units. o The General Electric Pension Trust has $38 billion in assets and $2.3 billion invested in commercial real estate. Its advisor is GE Asset Management ("GEAM"), a wholly owned subsidiary of the General Electric Power Company. GEAM currently manages investment funds in excess of $200 billion. GEAM and affiliated entities have been managing investments for General Electric's employee pension and benefit plans since the 1920's. THE PROPERTY: o The One Renaissance Square Mortgaged Property consists of a leasehold interest in a 25-story central business district office building that was constructed in 1987. The Class "A" improvements contain a total of 491,623 net rentable square feet (13,900 square feet of which is retail) and are situated on 0.95 acres. o The One Renaissance Square Mortgaged Property's improvements include a two-story annex building with a rooftop tennis court, retail shops, an athletic club, and a restaurant. A five-level subterranean parking garage containing 605 spaces is located under the adjacent Patriots Square Park connected by an underground tunnel. o The One Renaissance Square Mortgaged Property is well located in the Phoenix central business district, offering tenants immediate access to City Hall, the Federal Building, Phoenix's Superior Court, Symphony Hall, America West Arena (Phoenix Suns - NBA) and Bank One Ballpark (Arizona Diamondbacks - MLB). The Phoenix central business district contains approximately 6 million square feet of office space. o The One Renaissance Square Borrower is generally required at its sole cost and expense to keep the One Renaissance Square Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Pauls Realty Fund Advisor, LLC manages the One Renaissance Square Mortgaged Property. Pauls Realty Fund Advisor, LLC currently has approximately 2 million square feet of office and industrial space and 3,392 multifamily units under management in California, Colorado, Kansas, Nevada, Texas and Canada. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 23 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ONE RENAISSANCE SQUARE - -------------------------------------------------------------------------------- [ONE RENAISSANCE SQUARE MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 24 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SOTHEBY'S BUILDING - -------------------------------------------------------------------------------- [SOTHEBY'S BUILDING PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 25 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SOTHEBY'S BUILDING - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS SOTHEBY'S BUILDING - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL NOTE A-2 PRINCIPAL BALANCE: $100,000,000 FIRST PAYMENT DATE: August 1, 2005 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: July 1, 2015 EXPECTED NOTE A-2 MATURITY BALANCE: $ 93,025,269 BORROWING ENTITY: 1334 York Avenue L.P. INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 117 payments Open: 3 payments PARI PASSU DEBT: $110,000,000 (Note A-1, excluded from the trust fund) SUBORDINATE DEBT: $25,000,000 (Note B, excluded from the trust fund) LOCKBOX: Hard - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $235,000,000 WHOLE LOAN CUT-OFF DATE BALANCE (EXCLUDING NOTE B): $210,000,000 NOTE A-2 CUT-OFF DATE BALANCE: $100,000,000 NOTE A-1 CUT-OFF DATE BALANCE: $110,000,000 NOTE B CUT-OFF DATE BALANCE: $25,000,000 WHOLE LOAN WHOLE LOAN (EXCLUDING (INCLUDING NOTE B)(1) NOTE B)(1) -------------- ----------------- CUT-OFF DATE LTV: 64.4% 72.1% MATURITY DATE LTV: 59.9% 67.0% UNDERWRITTEN DSCR(2): 1.22x 1.05x MORTGAGE RATE(3): 5.222% 5.482% - -------------------------------------------------------------------------------- (1) The Note B (which is not part of the trust fund) is subordinate to the Note A-1 (which is not part of the trust fund) and Note A-2. (2) DSCR figures based on net cash flow unless otherwise noted. (3) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: CBD LOCATION: New York, NY YEAR BUILT/RENOVATED: 1921/2001 NET RENTABLE SQUARE FEET: 406,110 CUT-OFF BALANCE PER SF: $517 OCCUPANCY AS OF 6/22/05: 100.0% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: RFR Realty LLC U/W NET CASH FLOW: $ 16,808,447 APPRAISED VALUE: $326,000,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 26 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SOTHEBY'S BUILDING - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- FINANCIAL INFORMATION - ----------------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/04) (12/31/03) ---------------- ---------------- ---------------- Effective Gross Income .............. $ 18,322,412 $ 18,024,996 $ 16,201,038 Total Expenses ...................... $ 392,835 $ 251,165 $ 385,858 Net Operating Income (NOI) .......... $ 17,929,577 $ 17,773,831 $ 15,815,180 Cash Flow (CF) ...................... $ 16,808,447 $ 17,773,831 $ 15,815,180 DSCR on NOI(1) ...................... 1.31x 1.29x 1.15x DSCR on CF(1) ....................... 1.22x 1.29x 1.15x - ----------------------------------------------------------------------------------------- (1) Based on an aggregate principal balance of $210,000,000 (the original whole loan principal balance, excluding the Note B). - ---------------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - ---------------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANT MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ---------- ------------- ----------- ---------- ----------- -------------- ------------- ----------- Sotheby's ......... B2/BB- 406,110 100.0% $ 47.49 $19,286,750 100.0% 12/31/2022 ------- ----- ----------- ----- TOTAL ............. 406,110 100.0% $19,286,750 100.0% - ---------------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent, and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The single tenant representing 100.0% of the total net rentable square feet is: o SOTHEBY'S (NYSE: "BID") (rated B2 by Moody's and "BB--" by S&P) occupies 406,110 square feet (100% of square feet, 100% of income) under a 20-year lease expiring on December 31, 2022. The current rental rate per square foot of $47.49 increases 7% every three lease years. There are two ten-year options to renew the lease. Sotheby's pays 100% of the operating expenses during lease years one to 15. After the 15th anniversary of the commencement of the initial lease term and prior to the expiration of the initial lease term, Sotheby's and the landlord will split all costs associated with the exterior facade, roof and elevators based upon a calculation of useful life. Sotheby's, headquartered in New York City, is one of the world's largest auctioneers of fine arts, antiques and collectibles. Sotheby's operates in 35 countries, with principal salesrooms located in New York and London. Sotheby's also regularly conducts auctions in 15 other salesrooms around the world, including Australia, Hong Kong, France, Italy, the Netherlands, Switzerland and Singapore. In addition to both live and internet auctioneering, the Auction segment is engaged in a number of related activities, including the purchase and resale of art and other collectibles and the brokering of art and collectible purchases and sales through private treaty sales. Sotheby's also markets and brokers luxury residential real estate through its Real Estate segment, conducts art-related financing activities through its Finance segment and is engaged, to a lesser extent, in fine art insurance brokerage and art education activities. Sotheby's conducts internet auctions through a strategic alliance with eBay. As of the fiscal year ended December 31, 2004, Sotheby's reported revenue of approximately $496.7 million, net income of $62.4 million and stockholder equity of $235.9 million. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 27 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SOTHEBY'S BUILDING - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Sotheby's Building Mortgage Loan is a $100 million, ten-year fixed rate loan secured by a first mortgage on a single tenant office building located in New York, New York County, New York. The Sotheby's Building Mortgage Loan is interest only for the first five years and pays principal and interest until the anticipated repayment date of July 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 5.222%. o After the anticipated repayment date the loan documents call for a revised interest rate of 10.482% (the initial interest rate plus 5.0%) with the excess interest that accrues at the revised interest rate added to the principal balance of the Sotheby's Building Mortgage Loan. Payments after the anticipated repayment date will consist of (A) principal and interest, with interest in an amount equal to the interest that would have accrued on the debt at the initial interest rate and (B) all excess cash flow applied to the principal balance of the Sotheby's Building Mortgage Loan. THE BORROWER: o The Sotheby's Building Borrower is 1334 York Avenue L.P., a Delaware limited partnership and a single purpose bankruptcy remote entity with at least two independent directors for which the Sotheby's Building Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 5.0% by 1334 GP II LCC as the General Partner, 0.5% by 1334 MLP LLLC as a Limited Partner and 94.5% by 1334 York Avenue LLC as a Limited Partner. Equity ownership of 1334 York Avenue LLC is held 23.6% by Aby Rosen, 23.6% by Michael Fuchs, 26.4% by CHGARO Trust and 26.4% by SAGLA Trust. The borrower principals are Aby Rosen and Michael Fuchs, who hold significant equity interests in RFR Holding LLC ("RFR") and RFR Realty LLC. Both companies, located in New York City, are involved in real estate investment, development and management. The Rosen and Fuchs families, from Frankfurt, Germany, have been involved in real estate investment and development throughout Europe for the past 50 years. The RFR companies started in the United States in 1991 and, through various affiliates, presently own approximately 5.0 million square feet of office and retail space, plus approximately 2,500 apartment units. THE PROPERTY: o The Sotheby's Building Mortgaged Property consists of a fee interest in a ten-story, Class "A", single tenant, fine arts auction facility and office building built in 1921. The improvements contain 406,110 net rentable square feet and are situated on 1.08 acres. The Sotheby's Building Mortgaged Property was extensively renovated in 2001, at a cost of approximately $151 million, with the addition of six floors on top of the original four-story building. The ground floor contains the lobby, retail space, a restaurant and two loading docks. Floors 2 through 6 contain exhibition and sales space, auction areas, storage space and offices. The 7th floor has a mezzanine level used primarily for the private skyboxes that encircle the 7th floor auction area. Floors 8 and 9 contain office space. The 10th floor has a rooftop cafe and gallery space. o The Sotheby's Building Mortgaged Property is located within the Upper East Side area of Manhattan. Housing in the neighborhood is generally characterized by townhouses, along with mid- and high-rise cooperatives and condominiums. Complimenting the residential segment is a diversity of restaurants, boutiques, galleries, museums and entertainment facilities. The Upper East Side is also home to one of the largest complexes of private hospitals in the nation, including New York Hospital-Cornell Medical Center, Rockefeller University and Memorial Sloane-Kettering Cancer Center. o The Sotheby's Building Borrower is generally required at its sole cost and expense to keep or cause Sotheby's to keep the Sotheby's Building Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o RFR Realty LLC manages the Sotheby's Building Mortgaged Property. RFR Realty, founded in 1983 and headquartered in New York City, currently manages approximately 5.0 million square feet of office and retail space, plus approximately 2,500 apartment units. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o $25,000,000 Note B held outside the trust. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 28 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SOTHEBY'S BUILDING - -------------------------------------------------------------------------------- FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o At any time during the term of the Sotheby's Building Mortgage Loan, a constituent (party or parties) (direct or indirect) of the Sotheby's Building Borrower that is (or are) not an SPE component will be permitted to incur mezzanine financing, provided that the terms and conditions listed in the related loan agreement are satisfied. The terms and conditions include, but are not limited to: (i) a limitation on the mezzanine loan amount, which when aggregated with the outstanding principal amount of the Sotheby's Building Mortgage Loan would not result in a loan-to-value in excess of 85%, or a debt service coverage ratio, calculated on a trailing 12-month basis, less than 1.25x; (ii) reasonable approval of the mortgagee; (iii) delivery of a satisfactory intercreditor agreement; and (iv) rating agency confirmation. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 29 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SOTHEBY'S BUILDING - -------------------------------------------------------------------------------- [SOTHEBY'S BUILDING MAP OMITTED] 1This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 30 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET FIREMAN'S FUND - -------------------------------------------------------------------------------- [FIREMAN'S FUND PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 31 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET FIREMAN'S FUND - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS FIREMAN'S FUND - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL NOTE A-1 PRINCIPAL BALANCE: $100,000,000 FIRST PAYMENT DATE: October 1, 2005 TERM/AMORTIZATION: 121/342 months ANTICIPATED REPAYMENT DATE: October 1, 2015 EXPECTED NOTE A-1 MATURITY BALANCE: $81,744,144 BORROWING ENTITY: First States Investors 239, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 120 payments Open: 1 payment PARI PASSU DEBT: $90,687,500 (Note A-2 Senior Portion, excluded from the trust fund) ONGOING MONTHLY RESERVES: REPLACEMENT RESERVE: $1,657 LOCKBOX: Hard - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $190,458,087 NOTE A-1 CUT-OFF DATE BALANCE: $99,879,692 NOTE A-2 CUT OFF DATE BALANCE: $90,578,395 WHOLE LOAN CUT-OFF DATE LTV: 67.4% WHOLE LOAN MATURITY DATE LTV: 55.2% WHOLE LOAN UNDERWRITTEN DSCR(1): 1.33x MORTGAGE RATE(2): 5.548% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. (2) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: Suburban LOCATION: Novato, CA YEAR BUILT/RENOVATED: 1982/1993 NET RENTABLE SQUARE FEET: 710,330 CUT-OFF BALANCE PER SF: $268 OCCUPANCY AS OF 10/1/05: 100.0% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: First States Management Corp., L.P. U/W NET CASH FLOW: $17,766,194 APPRAISED VALUE: $282,500,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 32 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET FIREMAN'S FUND - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- UNDERWRITTEN ------------ Effective Gross Income ..................................... $ 18,346,217 Total Expenses ............................................. $ 366,924 Net Operating Income (NOI) ................................. $ 17,979,293 Cash Flow (CF) ............................................. $ 17,766,194 DSCR on NOI(1) ............................................. 1.35x DSCR on CF(1) .............................................. 1.33x - -------------------------------------------------------------------------------- (1) Based on the aggregate principal balance of $190,687,500. - ------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - ------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANT MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ---------- ------------- ----------- ---------- ----------- -------------- ------------- ----------- Fireman's Fund ......... A2/A 710,330 100.0% $ 26.49 $18,816,633 100.0% 11/6/2018 ------- ----- ----------- ----- TOTAL .................. 710,330 100.0% $18,816,633 100.0% - ------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The single tenant representing 100.0% of the total net rentable square feet is: o FIREMAN'S FUND ("FFIC") (rated "A2" by Moody's and "A" by S&P) leases 710,330 square feet (100% of the square feet, 100% of income) under a 25-year lease expiring on November 6, 2018. The current rent rate per square foot of $26.49 increases every three years based upon CPI growth subject to a cap of 2.50% annually. FFIC pays 100% of the operating expenses during lease years one to 25. FFIC is a wholly owned subsidiary of Allianz AG, an international financial service provider with offices in over 60 countries and 167,000 employees worldwide. Allianz AG provides its customers with property, casualty, life and health insurance, asset management and banking services. FFIC is Allianz AG's main insurance presence in the United States. As of the fiscal year ended December 31, 2004, Allianz AG reported revenue of approximately $130.5 billion, net income of $3.9 billion and stockholder equity of $45.5 billion. The Fireman's Fund Mortgaged Property has been occupied by FFIC since the first building was developed in 1982 and serves as the company's headquarters. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 33 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET FIREMAN'S FUND - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Fireman's Fund Mortgage Loan is a $100 million, 121-month fixed rate hyper-amortizing loan secured by a first mortgage on a suburban office complex located in Novato, Marin County, California. The Fireman's Fund Mortgage Loan pays principal and interest until the anticipated repayment date of October 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 5.548%. o After the anticipated repayment date the loan documents call for a revised interest rate of 10.548% (the initial interest rate plus 5.0%) with the excess interest that accrues at the revised interest rate added to the principal balance of the Fireman's Fund Mortgage Loan. Payments after the anticipated repayment date will consist of (A) principal and interest, with interest in an amount equal to the interest that would have accrued on the debt at the initial interest rate and (B) all excess cash flow applied to the principal balance of the Fireman's Fund Mortgage Loan. THE BORROWER: o The Fireman's Fund Borrower is First States Investors 239, LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with at least two independent directors for which the Fireman's Fund Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 100% by First States Investors 239 Holdings, LLC, a Delaware limited liability company, as the Sole Member. The borrower principal is First States Group, L.P., a Delaware limited partnership. American Financial Realty Trust, a Maryland Real Estate Investment Trust, ("REIT") is the 97.4% limited partner of the borrower principal. First States Group LLC, a Delaware limited liability company, is the Sole General Partner. o American Financial Realty Trust ("AFT") is a self-managed, self-administered publicly traded REIT focused on acquiring and operating properties leased to regulated financial institutions. AFT's portfolio consists of 549 bank branches and 384 office buildings located in 38 states containing approximately 32.9 million square feet. As of the fiscal year ended December 31, 2004, AFRT reported revenue of approximately $337.4 million and stockholder's equity of $870.0 million. THE PROPERTY: o The Fireman's Fund Mortgaged Property consists of a fee interest in a Class "A" suburban office complex consisting of three four-story buildings. Building I was constructed in 1982 and contains 255,472 square feet of NRA; Buildings II and III were constructed in 1993 and each contain 227,429 square feet of net rentable area. The buildings are situated on a 65.03-acre campus that contains a centrally located fountain, a cafeteria in Building I, an exercise room in Building II, and an outdoor recreational area. Fireman's Fund is the sole tenant and maintains its corporate headquarters at the Fireman's Fund Mortgaged Property. o The company employs approximately 2,400 people at the property and uses the location for the following uses: executive offices, corporate finance and accounting, legal services, human resources, claims management, underwriting management, actuary, marketing, claims processing, supply management, and IT management. o The Fireman's Fund Mortgaged Property is located in northern California, approximately 30 miles north of San Francisco. Accessibility and visibility are excellent as the Fireman's Fund Mortgaged Property is located approximately one tenth of a mile west of Highway 101, the major commuting corridor providing access to downtown San Francisco to the south and Sonoma County to the north. o The Fireman's Fund Borrower is generally required at its sole cost and expense to keep the Fireman's Fund Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o First States Management Corp., L.P. ("First States") manages the Fireman's Fund Mortgaged Property. First States, a borrower related entity, was founded in 2002 and is headquartered in Jenkintown, Pennsylvania. First States currently manages 258 commercial real estate properties containing a total of approximately 6.2 million square feet. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 34 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET FIREMAN'S FUND - -------------------------------------------------------------------------------- [FIREMAN'S FUND MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 35 (This Page Intentionally Left Blank) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUNROAD CORPORATE CENTRE - -------------------------------------------------------------------------------- [SUNROAD CORPORATE CENTRE PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 36 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUNROAD CORPORATE CENTRE - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS SUNROAD CORPORATE CENTRE - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $90,000,000 FIRST PAYMENT DATE: September 1, 2005 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: August 1, 2015 EXPECTED MATURITY BALANCE: $83,380,074 BORROWING ENTITY: Sunroad Eastgate Mall Partners, L.P. INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 115 payments Open: 5 payments LETTER OF CREDIT(1) $ 1,279,903 LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) The letter of credit is for potential tenant improvements and leasing commissions associated with the lease rollover of Cooley Godward LLP. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $90,000,000 CUT-OFF DATE LTV: 66.9% MATURITY DATE LTV: 61.9% UNDERWRITTEN DSCR(1): 1.51x MORTGAGE RATE(2): 5.207% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. (2) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: Suburban LOCATION: San Diego, CA YEAR BUILT/RENOVATED: 2000/NAP NET RENTABLE SQUARE FEET: 303,300 CUT-OFF BALANCE PER SF: $297 OCCUPANCY AS OF 6/13/05: 98.5% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Sunroad Asset Management, Inc. U/W NET CASH FLOW: $8,934,729 APPRAISED VALUE: $134,600,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 37 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUNROAD CORPORATE CENTRE - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- FINANCIAL INFORMATION - ----------------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/04) (12/31/03) ---------------- ---------------- ---------------- Effective Gross Income .............. $ 12,237,217 $ 11,993,345 $ 11,489,213 Total Expenses ...................... $ 2,842,766 $ 2,300,772 $ 2,354,613 Net Operating Income (NOI) .......... $ 9,394,451 $ 9,692,573 $ 9,134,600 Cash Flow (CF) ...................... $ 8,934,729 $ 9,692,573 $ 9,134,600 DSCR on NOI ......................... 1.58x 1.63x 1.54x DSCR on CF .......................... 1.51x 1.63x 1.54x - ----------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - ---------------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ----------- ------------- ----------- ---------- ----------- ------------- ------------ ------------ Cooley Godward LLP ............. Not Rated 135,968 44.8% $ 41.87 $5,692,929 47.5% 08/31/2011 Marsh & McLennan Companies ..... Baa2/BBB 35,065 11.6 $ 35.39 1,240,950 10.3 01/11/2011 Burnham Real Estate ............ Not Rated 23,378 7.7 $ 40.20 939,796 7.8 05/31/2012 Regus .......................... NR/B- 19,787 6.5 $ 36.24 717,081 6.0 07/31/2010 ------- ---- ---------- ---- TOTAL .......................... 214,198 70.6% $8,590,756 71.6% - ---------------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - ------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ------------------------------------------------------------------------------------------------------- # OF LEASES % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ------------- ---------- ------------ --------------- -------------- 2005 .............. 1 4,234 1.4% 4,234 1.4% $ 184,264 2006 .............. 1 11,699 3.9 15,933 5.3% 426,663 2007 .............. 3 12,714 4.2 28,647 9.4% 454,075 2008 .............. 2 12,549 4.1 41,196 13.6% 521,649 2009 .............. 1 18,840 6.2 60,036 19.8% 814,642 2010 .............. 4 44,342 14.6 104,378 34.4% 1,538,414 2011 .............. 4 171,033 56.4 275,411 90.8% 6,933,879 2012 .............. 1 23,378 7.7 298,789 98.5% 939,796 Vacant ............ 4,511 1.5% 303,300 100.0% 178,354 -- ------- ----- ----------- TOTAL ............. 17 303,300 100.0% $11,991,735 - ------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 38 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUNROAD CORPORATE CENTRE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The four largest tenants representing 70.6% of the total net rentable square feet are: o COOLEY GODWARD LLP (not rated) occupies 135,968 square feet (44.8% of square feet, 47.5% of rental income) under a ten-year lease expiring on August 31, 2011. The current rental rate per square foot of $41.87 increases annually by 3%. There are two five-year options to renew the lease at a rental rate per square foot equal to the existing rental rate at the time of renewal plus the "Prevailing Increase Rate". Cooley Godward LLP is a regional law firm headquartered in San Francisco, CA. Founded in 1920, Cooley Godward LLP represents high-growth information technology and life sciences companies. Clients include entrepreneurs, venture capitalists, financial services companies, research institutions and private and public companies in technology fields. Cooley Godward LLP has seven offices and 450 attorneys practicing across a wide variety of industries, including technology fields ranging from life sciences, venture capital, technology transactions and intellectual property litigation. o MARSH & MCLENNAN COMPANIES (NYSE: "MMC") (not rated by Moody's and "BBB" and S&P) occupies 35,065 square feet (11.6% of square feet, 10.3% of rental income) under a ten-year lease expiring on January 11, 2011. The rental rate per square foot of $35.39 increases annually on a predetermined schedule that on average is approximately 3.0% annually. There is one five-year option to renew the lease at a rental rate per square foot equal to the existing rental rate at the time of renewal plus the "Prevailing Increase Rate". Marsh & McLennan Companies is a global professional services firm that provides clients with analysis, advice and transactional capabilities in the fields of risk and insurance services, investment management, and consulting and human resource services for businesses, public entities, associations, professional services organizations and private clients. As of fiscal year ended December 31, 2004, Marsh & McLennan reported revenue of approximately $12.2 billion, net income of $176.0 million and stockholder equity of $5.1 billion. o BURNHAM REAL ESTATE ("Burnham") (not rated) occupies 23,378 square feet (7.7% of square feet, 7.8% of rental income) under a ten-year lease expiring on May 31, 2012. The rental rate per square foot of $40.20 increases to $41.40 in 2008 and $43.20 in 2011. There are two five-year options to renew the lease at a rental rate per square foot equal to the existing rental rate at the time of renewal plus the "Prevailing Increase Rate". Burnham is a diversified privately held real estate services company headquartered at Sunroad Corporate Centre Mortgaged Property. Founded in 1891, Burnham employs more than 200 professionals and offers a wide range of services including: tenant representation, brokerage, real estate and asset management, capital markets, corporate advisory and market research. o REGUS BUSINESS CENTRE ("Regus") (not rated by Moody's and "B--" by S&P) occupies 19,787 square feet (6.5% of square feet, 6.0% of rental income) under a 10.5-year lease expiring on July 31, 2010. The rental rate per square foot of $36.24 increases annually by 3%. There are two five-year options to renew the lease at a rental rate per square foot equal to the existing rental rate at the time of renewal plus the "Prevailing Increase Rate". Regus is a subsidiary of the Regus Corporation, which was founded in Brussels, Belgium in 1989. Regus is one of the world's largest independent providers of the on-demand workplace concept offering video-conferencing facilities and meeting rooms in a professional office environment. Regus serves more than 100,000 clients a day worldwide and employs over 2,000 people. Regus business centers are located in world capitals, business hubs and emerging markets. The company has a network of 750 business centers located in 350 cities and 60 countries around the world. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 39 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUNROAD CORPORATE CENTRE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Sunroad Corporate Centre Mortgage Loan is a $90 million, ten-year fixed rate loan secured by a first mortgage on a suburban office complex located in San Diego, San Diego County, California. The Sunroad Corporate Centre Mortgage Loan is interest only for the first five years of the loan term and matures on August 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 5.207%. THE BORROWER: o The Sunroad Corporate Centre Borrower is Sunroad Eastgate Mall Partners, L.P., a California limited partnership and a single purpose bankruptcy remote entity for which the Sunroad Corporate Centre Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 0.5% by Sunroad Corporate Centre, Inc. ("SCC"), as the General Partner, 58.52% by Sunroad Investment Corporation ("SRI"), 12.29% by Sunroad Asset Management, Inc. ("SAM") and 28.69% by Aaron Feldman. Sunroad Holding Corporation, a California corporation, is the 100% owner of SCC, SRI and SAM. Aaron Feldman is the 100% owner of Sunroad Holding Corporation. The borrower principal is Sunroad Holding Corporation and Sunroad Eastgate Mall Partners, L.P. o Established in 1977, Sunroad Holding Corporation ("Sunroad") is a diversified and experienced holding company with two distinct divisions: real estate and automotive. The real estate division has developed over 1.5 million square feet of office buildings and currently holds 385 acres of undeveloped land for office, retail and industrial development primarily in the San Diego area. The automotive division currently owns eight car dealerships, including two of the largest dealerships in the San Diego area. THE PROPERTY: o The Sunroad Corporate Centre Mortgaged Property consists of a fee interest in a Class "A" suburban office complex built in 2000. The improvements consist of three four-story buildings containing a total of 303,300 net rentable square feet and are situated on 8.07 acres. o The Sunroad Corporate Centre Mortgaged Property is located approximately ten miles northwest of downtown San Diego. The area, known as the Golden Triangle/University Towne Center (UTC) area, is heavily influenced by its proximity to the La Jolla area, the University of California-San Diego and the University Towne Center, a 1 million square foot regional mall anchored by Nordstrom's, Macy's and Sears. The area is well served by transportation arterials (Interstate 5 and 805), commuter rail service, a public bus system and the San Diego International Airport located ten miles to the south. o The Sunroad Corporate Centre Borrower is generally required at its sole cost and expense to keep the Sunroad Corporate Centre Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Sunroad Asset Management, Inc. ("SAM") manages the Sunroad Corporate Centre Mortgaged Property. SAM, a Sunroad Corporate Centre Borrower affiliated entity founded in 1983 and headquartered in San Diego, is a full-service commercial real estate firm that provides property management and leasing services. SAM has managed all of the borrower principal's real estate projects since inception, which includes 12 office buildings and one retail property totaling approximately 1.5 million square feet. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 40 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUNROAD CORPORATE CENTRE - -------------------------------------------------------------------------------- [SUNROAD CORPORATE CENTRE PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 41 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET WATERIDGE OFFICE PARK - -------------------------------------------------------------------------------- [WATERIDGE OFFICE PARK PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 42 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET WATERIDGE OFFICE PARK - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS WATERIDGE OFFICE PARK - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $90,000,000 FIRST PAYMENT DATE: October 1, 2005 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: September 1, 2015 EXPECTED MATURITY BALANCE: $83,393,332 BORROWING ENTITY: Wateridge Office, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 114 payments Open: 6 payments UP-FRONT RESERVES: TAX RESERVE: Yes CRYSTAL STAIRS RESERVE:(1) $219,208 TI/LC RESERVE: $219,625 ONGOING MONTHLY RESERVES: TAX RESERVE: Yes REPLACEMENT RESERVE: $10,682 TI/LC RESERVE $7,069 LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) The Crystal Stairs Reserve of $219,208 is for outstanding expenditures for furniture, fixtures, and equipment to be paid by the Borrower under the Crystal Stairs Lease. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $90,000,000 CUT-OFF DATE LTV: 75.0% MATURITY DATE LTV: 69.5% UNDERWRITTEN DSCR(1): 1.33x MORTGAGE RATE(2): 5.220% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. (2) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: CBD LOCATION: Los Angeles, CA YEAR BUILT/RENOVATED: 1988, 1990, 2001/NAP NET RENTABLE SQUARE FEET: 512,716 CUT-OFF BALANCE PER SF: $176 OCCUPANCY AS OF 7/1/05: 94.1% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Crown Realty & Development, Inc. U/W NET CASH FLOW: $7,905,265 APPRAISED VALUE: $120,000,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 43 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET WATERIDGE OFFICE PARK - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - --------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/04) (12/31/03) ---------------- ---------------- --------------- Effective Gross Income ............. $ 13,763,095 $ 11,376,733 $ 7,873,553 Total Expenses ..................... $ 5,473,534 $ 4,826,651 $ 4,265,101 Net Operating Income (NOI) ......... $ 8,289,561 $ 6,550,082 $ 3,608,452 Cash Flow (CF) ..................... $ 7,905,265 $ 6,550,082 $ 3,608,452 DSCR on NOI ........................ 1.39x 1.10x 0.61x DSCR on CF ......................... 1.33x 1.10x 0.61x - --------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - -------------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF RENT POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ----------- ------------- ----------- ---------- ----------- ------------- ------------- ----------- BAE Systems .................... Baa2/BBB 150,000 29.3% $ 26.42 $3,963,600 30.7% 11/5/2013 Crystal Stairs, Inc. ........... Not Rated 97,029 18.9 $ 24.70 2,397,024 18.6 4/12/2015 County of Los Angeles .......... Aa3/AA- 52,370 10.2 $ 23.64 1,238,027 9.6 1/31/2010 Elite Information System ....... Baa1/BBB+ 39,541 7.7 $ 21.72 858,830 6.6 7/15/2008 ------- ---- ---------- ---- TOTAL .......................... 338,940 66.1% $8,457,481 65.5% - -------------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % Potential Rent include base rent only and exclude common area maintenance and reimbursements. - ----------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ----------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ---------- ---------- ------------- --------------- -------------- 2005 .............. 2 8,498 1.7% 8,498 1.7% $ 243,664 2006 .............. 8 20,843 4.1 29,341 5.7% 575,546 2007 .............. 5 12,051 2.4 41,392 8.1% 334,233 2008 .............. 11 87,865 17.1 129,257 25.2% 2,180,255 2009 .............. 2 7,869 1.5 137,126 26.7% 191,686 2010 .............. 5 67,894 13.2 205,020 40.0% 1,547,353 2013 .............. 1 150,000 29.3 355,020 69.2% 3,963,600 2014 .............. 1 28,329 5.5 383,349 74.8% 668,564 2015 .............. 2 97,029 18.9 480,378 93.7% 2,397,024 2018 .............. 1 1,193 0.2 481,571 93.9% 34,358 Vacant ............ 31,145 6.1 512,716 100.0% 784,899 -- ------- ----- ----------- TOTAL ............. 38 512,716 100.0% $12,291,182 - ----------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 44 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET WATERIDGE OFFICE PARK - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The four largest tenants representing 66.1% of the total net rentable square feet are: o BAE SYSTEMS (rated "Baa2" by Moody's and "BBB" S&P) occupies 150,000 square feet (29.3% of square feet, 30.7% of rental income) under a ten-year lease expiring on November 5, 2013. BAE Systems is the North American unit of BAE Systems PLC, an international company headquartered in the United Kingdom and engaged in the development, delivery and support of advanced defense and aerospace systems. BAE Systems designs, manufactures and supports military aircraft, surface ships, submarines, fighting vehicles, radar, avionics, communications, electronics and guided weapon systems. The company has operations in 30 states and employs approximately 25,000 people. As of the fiscal year ending December 2005 the company had total revenue of $2.1 billion. BAE Systems PLC has operations across five continents and customers in approximately 130 countries. The company has more than 90,000 employees and generates annual sales of approximately (pounds sterling)17 billion. o CRYSTAL STAIRS, INC. (not rated) occupies 97,029 square feet (18.9% of square feet, 18.6% of rental income) under two ten-year leases, both of which expire on April 12, 2015. Crystal Stairs is one of the largest private, not-for-profit child-development companies in California. The company provides service, research, and advocacy in the fields of childcare and development, maternal employment, and family functioning. The company administers several government-funded programs and special projects sponsored by private grants and donations. Founded in 1980, Crystal Stairs has 370 employees. o COUNTY OF LOS ANGELES (rated "Aa3" by Moody's and "AA-" by S&P) occupies 52,370 square feet (10.2% of square feet, 9.6% of rental income) under a ten-year lease expiring on January 31, 2010. Los Angeles County's Department of Children and Family Services oversees adoption, foster care, child abuse and neglect, and child protection for families and children of need in the community. o ELITE INFORMATION SYSTEMS INC. ("Elite") (NYSE: "TOC") (rated "Baa1" by Moody's and "BBB+" by S&P) occupies 39,541 square feet (7.7% of square feet, 6.6% of rental income) under two leases, both of which expire on July 15, 2008. Elite is a subsidiary of The Thomson Corporation, a global provider of integrated information solutions to business and professional clients. The company serves customers in numerous sectors including law, tax, accounting, higher education, reference information, corporate training and assessment, financial services, scientific research and healthcare. As of the fiscal year ended December 31, 2004, The Thomson Corporation reported revenue of approximately $8.1 billion, net income of $1.0 billion and stockholder's equity of $9.5 billion. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 45 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET WATERIDGE OFFICE PARK - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Wateridge Office Park Mortgage Loan is a $90 million, ten-year fixed rate loan secured by a first mortgage on an office park located in Los Angeles, Los Angeles County, California. The Wateridge Office Park Mortgage Loan is interest only for the first five years of the loan term and matures on September 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 5.220%. THE BORROWER: o The Wateridge Office Park Borrower is Wateridge Office, LLC, a Delaware limited liability company and a single purpose bankruptcy remote entity with at least two independent directors for which the Wateridge Office Park Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held by 100% by Crown Wateridge Associates, L.P., a California limited partnership. Equity ownership in Crown Wateridge Associates is held 42.43% by RAF, LLC, 56.57% by JSLP, LLC and 1.00% by JSRF Corp. The borrower principal is Jaime Sohacheski. Pursuant to a pending assumption, it is expected that the property will become owned, and the loan will be assumed, by an affiliate of the Muller Company before the end of calendar year 2005. o Crown Realty and Development, established in 1985 by Jaime Sohacheski, is a diversified real estate company that develops, redevelops, and manages office, retail, and residential properties located in Arizona, California and Colorado. The company currently is working on 2 million square feet of retail and office development projects and has a real estate portfolio of 32 properties valued in excess of $500 million. THE PROPERTY: o The Wateridge Office Park Mortgaged Property consists of a fee interest in a Class "A" office park consisting of four 2 to 5-story office buildings and three 3-story parking garages built in three phases: 1988, 1990, and 2001. The collateral improvements contain a total of 512,716 net rentable square feet and 1,240 parking spaces and are situated on 16.66 acres. The Wateridge Office Park Mortgaged Property is part of the Wateridge Office Park which consists of six office buildings totaling 565,496 square feet and four parking garage structures totaling 1,883 spaces. o The Wateridge Office Park Mortgaged Property is located in the West Los Angeles market and the Culver City submarket, approximately 1.5 miles from I-405, 4.0 miles from the Los Angeles International Airport and 12 miles from downtown Los Angeles. The Culver City submarket contains approximately 7.1 million square feet of office space. o The Wateridge Office Park Borrower is generally required at its sole cost and expense to keep the Wateridge Office Park Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Crown Realty & Development, Inc. ("Crown Realty") manages the Wateridge Office Park Mortgaged Property. Crown Realty, a Wateridge Office Park Borrower related entity, was founded in 1985 and currently manages approximately 2.0 million square feet of office space in Arizona, California and Colorado. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The Wateridge Office Park Borrower is permitted to incur mezzanine financing only upon the satisfaction of the following terms and conditions including, without limitation: (i) no event of default has occurred and be continuing; (ii) a limitation on the mezzanine loan amount, the loan-to-value, and debt service coverage ratio as determined by mortgagee taking into account the outstanding principal balance of the loan and the permitted mezzanine financing will not exceed an amount which when combined with the outstanding principal balance of the loan shall result in a loan to value ratio greater than that as of the closing date and a debt service coverage ratio, calculated on a trailing 12-month basis, less than or equal to the debt service coverage ratio as of the funding date of the loan based on a constant payment rate of 9.25% and underwritten net income; (iii) delivery of a satisfactory intercreditor agreement and (iv) rating agency confirmation. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 46 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET WATERIDGE OFFICE PARK - -------------------------------------------------------------------------------- [WATERIDGE OFFICE PARK MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 47 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 150-151 WORTH AVENUE (CROSSED POOL) - -------------------------------------------------------------------------------- [150-151 WORTH AVENUE (CROSSED POOL) PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 48 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 150-151 WORTH AVENUE (CROSSED POOL) - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS 150-151 WORTH AVENUE - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $82,000,000 FIRST PAYMENT DATE: October 1, 2005 TERM/AMORTIZATION: 120/0 months INTEREST ONLY PERIOD: 120 months MATURITY DATE: September 1, 2015 EXPECTED MATURITY BALANCE: $82,000,000 BORROWING ENTITIES: Worth Avenue Associates, Ltd. and Second Worth Avenue Partnership, Ltd. INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 117 payments Open: 3 payments UP-FRONT RESERVES(1): TAX/INSURANCE RESERVE: Yes HUGO BOSS RESERVE $410,007 VILEBREQUIN RESERVE TI/LC $125,000 RESERVE CAVIARTERIA TI/LC RESERVE $50,000 ONGOING MONTHLY RESERVES(1): TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $1,901 LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) Reserve for the 150 Worth Avenue Mortgage Loan only. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $82,000,000 CUT-OFF DATE LTV: 74.5% MATURITY DATE LTV: 74.5% UNDERWRITTEN DSCR(1): 1.38x MORTGAGE RATE(2): 5.015% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. (2) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Retail PROPERTY SUB TYPE: Anchored LOCATION: Palm Beach, FL YEAR BUILT/RENOVATED: 150 WORTH AVENUE: 1979 151 WORTH AVENUE: 2000 NET RENTABLE SQUARE FEET: 142,581 CUT-OFF BALANCE PER SF: $575 OCCUPANCY AS OF 7/31/05: 95.4% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Goodman Properties, Inc. U/W NET CASH FLOW: $5,746,848 APPRAISED VALUE: $110,000,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 49 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 150-151 WORTH AVENUE (CROSSED POOL) - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 150 WORTH AVENUE - FINANCIAL INFORMATION - ------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income .............. $ 5,997,926 $ 6,067,797 $ 5,706,621 Total Expenses ...................... $ 1,688,510 $ 1,504,977 $ 1,459,683 Net Operating Income (NOI) .......... $ 4,309,416 $ 4,562,820 $ 4,246,938 Cash Flow (CF) ...................... $ 4,155,940 $ 4,562,820 $ 4,246,938 DSCR on NOI ......................... 1.42x 1.51x 1.40x DSCR on CF .......................... 1.37x 1.51x 1.40x - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 151 WORTH AVENUE - FINANCIAL INFORMATION - ------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income .............. $ 1,633,306 $ 1,503,370 $ 1,250,381 Total Expenses ...................... $ 32,666 $ 3,000 $ 40,066 Net Operating Income (NOI) .......... $ 1,600,640 $ 1,500,370 $ 1,210,315 Cash Flow (CF) ...................... $ 1,590,908 $ 1,500,370 $ 1,210,315 DSCR on NOI ......................... 1.40x 1.31x 1.06x DSCR on CF .......................... 1.39x 1.31x 1.06x - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------- 150-151 WORTH AVENUE CROSSED POOL - FINANCIAL ROLL UP - ------------------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income .............. $ 7,631,232 $ 7,571,167 $ 6,957,002 Total Expenses ...................... $ 1,721,176 $ 1,507,977 $ 1,499,749 Net Operating Income (NOI) .......... $ 5,910,056 $ 6,063,190 $ 5,457,253 Cash Flow (CF) ...................... $ 5,746,848 $ 6,063,190 $ 5,457,253 DSCR on NOI ......................... 1.42x 1.45x 1.31x DSCR on CF .......................... 1.38x 1.45x 1.31x - ------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------ 150 WORTH AVENUE - TENANT INFORMATION(1) - ------------------------------------------------------------------------------------------------------------------------ RATINGS TOTAL % OF POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - ----------- ------------- ----------- ---------- ---------- ------------- ------------- ----------- Saks Fifth Avenue(2) .......... B2/B+ 51,996 55.4% $ 50.24 $2,612,386 55.8% 5/1/2025 Trevini ....................... Not Rated 5,243 5.6 $ 30.52 160,016 3.4 2/29/2008 Alpark Salon .................. Not Rated 4,707 5.0 $ 31.62 148,835 3.2 5/31/2009 John DeMedeiros ............... Not Rated 3,425 3.6 $ 20.89 71,538 1.5 5/31/2006 ------ ---- ---------- ---- TOTAL ......................... 65,371 69.6% $2,992,775 63.9% - ------------------------------------------------------------------------------------------------------------------------ (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and percentage of Potential Rent include base rent only and exclude common area maintenance and reimbursements. (2) Information includes a lease to Saks Men's for 8,826 square feet, which expires on January 31, 2017. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 50 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 150-151 WORTH AVENUE (CROSSED POOL) - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------ 151 WORTH AVENUE - TENANT INFORMATION(1)(2) - ------------------------------------------------------------------------------------------------------------------------------ RATINGS TOTAL % OF POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - ------------------------ ------------- ----------- ---------- ---------- ------------- ------------- ----------- Neiman Marcus ......... Baa2/BBB 48,661 100.0% $ 34.25 $1,666,639 100.0% 5/31/2026 ------ ----- ---------- ----- TOTAL ................. 48,661 100.0% $1,666,639 100.0% - ------------------------------------------------------------------------------------------------------------------------------ (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and percentage of Potential Rent include base rent only and exclude common area maintenance and reimbursements. (2) Potential rent is equal to a given percentage of sales subject to various breakpoints as detailed in the "Summary of Significant Tenants -- 151 Worth Avenue". - -------------------------------------------------------------------------------------------------------------- 150 WORTH AVENUE - LEASE ROLLOVER SCHEDULE(1) - -------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ---------- ---------- ------------ --------------- ------------ 2006 .............. 4 7.729 8.2% 7,729 8.2% $ 170,221 2007 .............. 2 1,596 1.7 9,325 9.9% 71,352 2008 .............. 2 5,926 6.3 15,251 16.2% 202,362 2009 .............. 4 6,709 7.1 21,960 23.4% 513,685 2010 .............. 4 5,714 6.1 27,674 29.5% 252,225 2011 .............. 5 6,773 7.2 34,447 36.7% 385,994 2013 .............. 1 1,000 1.1 35,447 37.7% 86,000 2015 .............. 1 1,100 1.2 36,547 38.9% 121,000 2016 .............. 1 3,158 3.4 39,705 42.3% 157,900 2017 .............. 1 8,826 9.4 48,531 51.7% 261,779 2025 .............. 2 43,170 46.0 91,701 97.6% 2,350,607 Vacant ............ 2,219 2.4 93,920 100.0% 112,717 -- ------ ----- ---------- TOTAL ............. 27 93,920 100.0% $4,685,843 - -------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 51 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 150-151 WORTH AVENUE (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - 150 WORTH AVENUE - -------------------------------------------------------------------------------- The property is 93.7% leased by a total of 25 retail tenants with an average lease rate of $49.89 per square foot. The largest tenants in the 150 Worth Avenue Mortgage Loan, representing 36.5% of the total crossed pool net rentable area, are: o SAKS FIFTH AVENUE (NYSE: "SKS") (not rated by Moody's and "B+" by S&P) occupies 43,170 square feet (30.3% of square feet, 4.5% of income) under a 46-year lease expiring May 1, 2025. The current rental rate per square foot of $54.45 increases 10% every five years. There are six ten-year options to renew the lease at a rental rate per square foot increasing 10% every five years. Saks Fifth Avenue is also required to pay percentage rent equal to 5% of the amount of net sales in excess of $22,028,292 (which equates to $510 per square foot), 3% of the amount of net sales in excess of $25,658,293 (which equates to $594 per square foot), and 1% of the amount of net sales in excess of $31,708,293 (which equates to $734 per square foot). Saks Incorporated operates 232 traditional and luxury departmental stores in the United States under the following brand names: Parisian, Proffitt's, McRae's, Younkers, Herberger's, Carson Pirie Scott, Bergner's Boston Store, Club Libby Lu, Saks Fifth Avenue, and Saks Off 5th. As of the fiscal year ended January 31, 2004, Saks Incorporated reported revenue of approximately $6.1 billion, net income of $82.8 million and stockholder equity of $2.3 billion. Saks Incorporated has been a tenant at the 150 Worth Avenue Mortgaged Property since it opened in 1979. o SAKS MEN'S (NYSE: "SKS") (not rated by Moody's and "B+" by S&P) occupies 8,826 square feet (6.2% of square feet, 4.1% of net income) under a 19-year lease that expires on January 31, 2017. The rental rate per square foot of $29.66 remains constant during the initial lease term. There are six ten-year options to renew the lease at a rental rate per square foot that increases 10% every five years. Saks Men's is also required to pay percentage rent equal to the amount by which 6% of net sales exceeds the annual rent. Saks Men's is an affiliate store of Saks Fifth Avenue. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - 151 WORTH AVENUE - -------------------------------------------------------------------------------- The single tenant representing 100% of the 151 Worth Avenue Mortgage Loan, 34.1% of the total crossed pool net rentable area is: o NEIMAN MARCUS (NYSE: "NMG") (rated "Baa2" by Moody's and "BBB" by S&P) occupies 48,661 square feet (34.1% of square feet, 26.2% of income) (100% of square feet at the 151 Worth Avenue Mortgaged Property) under a 26-year lease expiring on May 31, 2026. Annual rent, paid on a percentage basis only, is equal to 6% of net sales up to $25,000,000 (which equates to $514 per square foot), 5% of net sales from $25,000,000 to $30,000,000 (which equates to $617 per square foot), 3% of net sales from $30,000,000 to $35,000,000 (which equates to $719 per square foot), and 1% of net sales from $35,000,000 to $40,000,000 (which equates to $822 per square foot) and 0.5% of net sales over $40,000,000. There are five five-year options to renew the lease at a percentage rent equal to the average percentage rent paid during the previous five years of the initial lease term or the previous renewal period, as applicable. The Neiman Marcus Group operates as a specialty retailer of high-quality women's and men's apparel and accessories in the United States. The specialty retail stores segment consists primarily of Neiman Marcus and Bergdorf Goodman. The Neiman Marcus Group operates 35 Neiman Marcus stores, 2 Bergdorf Goodman stores, and 14 clearance centers. As of the fiscal year ended July 31, 2004, Neiman Marcus reported revenue of approximately $3.5 billion, net income of $204.8 million and stockholder's equity of $1.4 billion. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 52 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 150-151 WORTH AVENUE (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The 150-151 Worth Avenue Crossed Pool consists of two cross-collateralized and cross-defaulted mortgage loans. The 150 Worth Avenue Mortgage Loan in the amount of $59.5 million and the 151 Worth Avenue Mortgage Loan in the amount of $22.5 million are both, ten-year fixed rate loans secured by a first mortgage on two anchored retail buildings located in Palm Beach, Palm Beach County, Florida. The 150 and 151 Worth Avenue Crossed Pool is interest only for the entire loan term and matures on September 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 5.015%. THE BORROWER: o The 150 Worth Avenue Borrower is Worth Avenue Associates, Ltd., a Pennsylvania limited partnership and a single purpose bankruptcy remote entity with at least one independent director for which the 150 Worth Avenue Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 0.5% by Esplanade GP, LLC, a Delaware limited liability company, as the general partner and 99.5% by Murray H. Goodman as the limited partner. o The 151 Worth Avenue Borrower is Second Worth Avenue Partnership, Ltd., a Florida limited partnership and a single purpose bankruptcy remote entity with at least one independent director for which the 151 Worth Avenue Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 0.5% by North Worth, LLC, a Delaware limited liability company, as the general partner and 99.5% by Murray H. Goodman as the limited partner. o Murray H. Goodman founded The Goodman Company in 1958, a real estate development and investment company headquartered in West Palm Beach, Florida. The Goodman Company has developed, owned, and managed shopping centers, regional malls and other commercial properties totaling approximately 19.0 million square feet since its inception. THE PROPERTY: o The 150 Worth Avenue Mortgaged Property consists of a fee interest in an anchored retail building constructed in 1979 and expanded in 1995. The two-story improvements contain 93,920 square feet and is situated on 2.02 acres. The property is anchored by Saks Incorporated and leased to 25 tenants including non-anchor tenants Hugo Boss, Louis Vuitton, Lacoste, and Pucci. o The 151 Worth Avenue Mortgaged Property consists of a fee simple interest in an anchored retail building constructed in 2000. The three-story improvement contains 48,661 net rentable square feet and is situated on 1.01 acres. The 151 Worth Avenue Mortgaged Property is 100% occupied by Neiman Marcus. o The 150-151 Worth Avenue Mortgaged Property is located in Palm Beach, Florida, approximately one block west of the Atlantic Ocean on Worth Avenue. Worth Avenue is a premiere high-end shopping district similar to Fifth Avenue in New York, NY, North Michigan Avenue in Chicago, IL, Union Square in San Francisco, CA, and Rodeo Drive in Beverly Hills, CA. The Worth Avenue retail district is three blocks long extending from Ocean Boulevard on the east to Coconut Row on the west. International and national retailers located on Worth Avenue include: Saks Fifth Avenue, Neiman Marcus, Cartier, Gucci, Chanel, Georgio Armani, Hermes, Valentino, Ferragamo, Polo Ralph Lauren, and Tiffany & Company. o The 150 and 151 Worth Avenue Borrower is generally required at its sole cost and expense to keep the 150 and 151 Worth Avenue Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Goodman Properties, Inc. manages the 150-151 Worth Avenue Mortgaged Property. Goodman Properties, a 150-151 Worth Avenue Borrower affiliated entity, founded in 1958 and headquartered in West Palm Beach, currently manages 16 commercial real estate properties totaling approximately 1.23 million square feet. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 53 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET 150-151 WORTH AVENUE (CROSSED POOL) - -------------------------------------------------------------------------------- [150-151 WORTH AVENUE (CROSSED POOL) MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 54 (This Page Intentionally Left Blank) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SAN GABRIEL SQUARE - -------------------------------------------------------------------------------- [SAN GABRIEL SQUARE PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 55 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SAN GABRIEL SQUARE - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS SAN GABRIEL SQUARE - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Bank of America ORIGINAL PRINCIPAL BALANCE: $57,000,000 FIRST PAYMENT DATE: October 1, 2005 TERM/AMORTIZATION: 120/360 months MATURITY DATE: September 1, 2015 EXPECTED MATURITY BALANCE: $47,410,120 BORROWING ENTITY: Universal Shopping Plaza INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 116 payments Open: 4 payments UP-FRONT RESERVES: TAX RESERVE: Yes ONGOING MONTHLY RESERVES: TAX RESERVE: Yes REPLACEMENT RESERVE: $3,828 LOCKBOX: Springing - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $56,935,226 CUT-OFF DATE LTV: 79.9% MATURITY DATE LTV: 66.5% UNDERWRITTEN DSCR(1): 1.27 x MORTGAGE RATE: 5.300% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Retail PROPERTY SUB TYPE: Anchored LOCATION: San Gabriel, CA YEAR BUILT/RENOVATED: 1990/NAP NET RENTABLE SQUARE FEET: 218,746 CUT-OFF BALANCE PER SF: $260 OCCUPANCY AS OF 7/1/05: 98.4% OWNERSHIP INTEREST: Fee/Leasehold PROPERTY MANAGEMENT: Golden Pacific Realty, Inc. U/W NET CASH FLOW: $4,842,685 APPRAISED VALUE: $71,250,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 56 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SAN GABRIEL SQUARE - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------ FINANCIAL INFORMATION - ------------------------------------------------------------------------------------------------------------ ANNUALIZED MOST RECENT FULL YEAR FULL YEAR UNDERWRITTEN (06/30/05) (12/31/04) (12/31/03) -------------- --------------- --------------- --------------- Effective Gross Income ............. $6,825,270 $6,936,353 $6,234,081 $5,787,549 Total Expenses ..................... $1,834,971 $1,831,357 $1,823,634 $1,773,590 Net Operating Income (NOI) ......... $4,990,299 $5,104,996 $4,410,448 $4,013,959 Cash Flow (CF) ..................... $4,842,685 $5,063,064 $4,316,071 $3,982,959 DSCR on NOI ........................ 1.31x 1.34x 1.16x 1.06x DSCR on CF ......................... 1.27x 1.33x 1.14x 1.05x - ------------------------------------------------------------------------------------------------------------ - ----------------------------------------------------------------------------------------------------------------------------- TENANT INFORMATION(1) - ----------------------------------------------------------------------------------------------------------------------------- RATINGS TOTAL % OF POTENTIAL % POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - ----------- ------------- ----------- ---------- ---------- ------------- ------------- ----------- Focus Department Store ............. Not Rated 52,500 24.0% $ 6.00 $ 315,200 5.7% 4/30/2018 99 Ranch Market .................... Not Rated 45,000 20.6 $ 12.28 552,592 10.0 8/31/2018 Sam Woo Seafood Restaurant ......... Not Rated 17,500 8.0 $ 22.22 388,822 7.0 2/28/2007 SR Investments Group, Inc .......... Not Rated 5,534 2.5 $ 27.55 152,446 2.7 7/31/2009 ------ ---- ---------- ---- TOTAL .............................. 120,534 55.1% $1,408,860 25.4% - ----------------------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % of Potential Rent include base rent only and exclude common area maintenance and reimbursements. - -------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - -------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ---------- ---------- ------------ --------------- ------------ 2005 .............. 5 7,386 3.4% 7,386 3.4% $ 226,347 2006 .............. 14 22,238 10.2 29,624 13.5% 905,006 2007 .............. 15 44,169 20.2 73,793 33.7% 1,450,480 2008 .............. 5 13,573 6.2 87,366 39.9% 551,102 2009 .............. 7 15,800 7.2 103,166 47.2% 657,629 2010 .............. 2 2,315 1.1 105,481 48.2% 145,589 2011 .............. 2 6,311 2.9 111,792 51.1% 275,770 2013 .............. 1 1,401 0.6 113,193 51.7% 72,318 2014 .............. 3 4,640 2.1 117,833 53.9% 250,924 2018 .............. 2 97,500 44.6 215,333 98.4% 867,592 Vacant ............ 3,413 1.6 218,746 100.0% 141,045 -- ------ ----- ---------- TOTAL ............. 56 218,746 100.0% $5,543,802 - -------------------------------------------------------------------------------------------------------------- (1) Information obtained from underwritten rent roll. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 57 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SAN GABRIEL SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The three largest tenants, representing 52.6% of the total net rentable square feet, are: o FOCUS DEPARTMENT STORE ("Focus") (not rated) occupies 52,500 square feet (24.0% of square feet, 5.7% of rental income) under a 26-year lease expiring on April 30, 2018. The current rental rate per square foot of $6.00 increases by a CPI formula equal to an amount that is no less than 3% and no more than 6% annually. There are four five-year options to renew the lease at a rate that increases by the same CPI formula. Focus leases its space to approximately 75 tenants who have booths and counter space throughout the three-story premises. Merchandise sold includes clothing, jewelry, shoes, gifts and household goods. Leases are structured month-to-month, although many of the subtenants have a long history at the San Gabriel Square Mortgaged Property. Rental rates per square foot for the subtenants range from $25.00 to $100.00 on the first and second floors and from $27.00 to $180.00 on the third floor which is primarily occupied by tenants selling jewelry. Focus has been a tenant at the San Gabriel Square Mortgaged Property since 1991. o 99 RANCH MARKET (not rated) occupies 45,000 square feet (20.6% of square feet, 10.0% of rental income) under a 27-year lease expiring on August 31, 2018. The current rental rate per square foot of $12.28 increases by a CPI formula equal to an amount that is no more than 5% annually. There are three five-year options to renew the lease at a rate that increases by the same CPI formula. 99 Ranch Market is an Asian grocery store chain started and owned by the borrower principal, Ho-Yuan Chen. 99 Ranch provides a variety of Asian foods that cater to the Asian community. Established in 1984, 99 Ranch Market operates 20 stores located in California, Washington, Nevada, Hawaii, Arizona, and Indonesia. 99 Ranch Market has been a tenant at the San Gabriel Square Mortgaged Property since 1991. o SAM WOO SEAFOOD RESTAURANT ("Sam Woo") (not rated) occupies 17,500 square feet (8.0% of square feet, 7.0% of rental income) under a 14-year lease expiring on February 28, 2007. The current rental rate per square foot of $22.22 increases annually by 3%. There is one 15-year option to renew the lease at a rate equal to the greater of the then market rent and the rent payable in the immediately preceding month. Sam Woo is an Asian Dim Sum restaurant and has been a tenant at the San Gabriel Square Mortgaged Property since 1992. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 58 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SAN GABRIEL SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The San Gabriel Square Mortgage Loan is a $57 million, ten-year fixed rate loan secured by a first mortgage on an anchored retail center located in San Gabriel, Los Angeles County, California. The San Gabriel Square Mortgage Loan matures on September 1, 2015 and accrues interest at an annual rate, rounded to three decimal places, of 5.300%. THE BORROWER: o The San Gabriel Square Borrower is Universal Shopping Plaza, a California limited partnership and a single purpose bankruptcy remote entity with at least two independent directors for which the San Gabriel Square Borrower's legal counsel has delivered a non-consolidation opinion. Equity ownership is held 1% by SG Square, Inc., a Delaware corporation, as the general partner, 33.8334% by Chuang-Hsiang Lee as a limited partner, 28.85% by Union Success, a California limited partnership, 27.85% by Ho- Yuan Chen as a limited partner, and 3.9666% by Chung-Huei Lee, as a limited partner. The borrower principal is Ho-Yuan Chen. o Mr. Chen is the CEO and founder of Tawa Supermarket (dba 99 Ranch Market), an Asian grocery store chain. Established in 1984, Tawa Supermarkets Inc. operates more than 20 stores in California and employs 1,300 people. For the fiscal year ending December 2004 Tawa Supermarkets Inc. has sales of $140.8 million. THE PROPERTY: o The San Gabriel Square Mortgaged Property consists of a fee/leasehold interest in an anchored retail center consisting of four buildings: one is a one-story building, two are two-story buildings and one is a four-story building, all built in 1990. The improvements contain a total of 218,746 net rentable square feet and are situated on 13.26 acres. o The San Gabriel Square Mortgaged Property is located in San Gabriel, California, approximately ten miles northeast of downtown Los Angeles. The San Gabriel Square Mortgaged Property is located on West Valley Boulevard, a major east/west arterial, and 0.5 mile north of the I-10 interchange at South Del Mar Avenue. The San Gabriel Mortgaged Property is located in the San Gabriel Valley West submarket which is dominated by high-density, multi-story, Asian-oriented retail centers and is contains approximately 5.5 million square feet of retail space. o The San Gabriel Square Borrower is generally required at its sole cost and expense to cause the San Gabriel Square Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Golden Pacific Realty, Inc. ("GPR") manages the San Gabriel Square Mortgaged Property. GPR, founded in 1991 and headquartered in Diamond Bar, California, currently manages four commercial real estate properties located in southern California totaling approximately 475,000 square feet. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 59 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SAN GABRIEL SQUARE - -------------------------------------------------------------------------------- [SAN GABRIEL SQUARE MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 60 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- [TORRE MAYOR PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 61 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS TORRE MAYOR - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Barclays ORIGINAL A-1 NOTE PRINCIPAL $55,000,000 BALANCE(1): FIRST PAYMENT DATE: May 1, 2005 TERM/AMORTIZATION: 125 months/360 months INTEREST ONLY PERIOD: 12 months MATURITY DATE: September 1, 2015 EXPECTED A-1 MATURITY BALANCE: $49,242,597 BORROWING ENTITY: Two Mexican business trusts. See "The Borrower" below INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 123 payments Open: 2 payments UP-FRONT RESERVES: INSURANCE RESERVE: Yes TI/LC RESERVE: $8,000,000 PESO DEVALUATION RESERVE: $1,300,000 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE(3): Springing/Yes WITHHOLDING TAX RESERVE(4): Springing REPLACEMENT RESERVE(5): $21,738 TI/LC RESERVE(6): $155,000 LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) The property also secures a pari passu A-2 note in the original principal amount of $55,000,000, a subordinate B note in the original principal amount of $20,000,000 and a subordinate C note in the maximum original principal amount of $20,000,000 which will only be issued if certain conditions are satisfied. None of the A-2 note, the B note or the obligation to make an advance under the C note is included in the trust. (2) Interest only until April 1, 2006. Principal and interest payments commence on May 1, 2006. (3) The property is currently exempt from real estate taxes, which exemption is expected to expire on December 31, 2006. If the exemption is not extended, monthly tax escrows will commence three months prior to the expected expiration date. (4) 50% of excess cash flow will be trapped, subject to a $450,000 cap (on a whole loan basis) commencing on any monthly payment date on which the debt service coverage ratio for the immediately preceding 12-month period is 1.10x or less and continuing until the occurrence of a monthly payment date on which the debt service coverage ratio for the immediately preceding 12-month period has been at least equal to 1.15x for two consecutive calendar quarters. (5) Monthly deposits commence May 1, 2007, subject to a $782,593 cap. (6) Monthly deposits of $155,000 commence on October 1, 2011 and continue for 17 payment dates. On January 1, 2012, additional monthly deposits of $175,000 commence for the next 17 payment dates. If, either or both of the leases currently in place with Marsh Tenant and Deloitte Tenant (as defined below) are renewed, the TI/LC Reserve shall only be required to contain any remaining portion of the initial TI/LC deposit plus sufficient funds to cover any tenant inducements agreed between the Torre Mayor Borrower and the renewing tenant, as approved by Lender. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION(1) - -------------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $130,000,000 SHADOW RATING (MOODY'S/S&P)(2): Aa3/AA A-1 AND A-2 NOTE CUT-OFF DATE BALANCE: $110,000,000 B NOTE CUT-OFF DATE BALANCE: $20,000,000 WHOLE LOAN WHOLE LOAN (EXCLUDING (INCLUDING B NOTE) B NOTE) -------------- -------------- CUT-OFF DATE LTV: 38.3% 45.3% MATURITY DATE LTV: 34.3% 40.5% UNDERWRITTEN DSCR (3): 1.80x 1.52x MORTGAGE RATE: 7.546% 7.546% - -------------------------------------------------------------------------------- (1) The property also secures a pari passu A-2 note in the original principal amount of $55,000,000, a subordinate B note in the original principal amount of $20,000,000 and a subordinate C note in the maximum original principal amount of $20,000,000, which will only be issued if certain conditions are satisfied. None of the A-2 note, the B note or the obligation to make an advance under the C note is included in the trust. The Whole Loan Cut-off Date Balance excludes the future advance under the C note, which has not yet been made. (2) Moody's Aa3 rating reflects the global local currency rating. (3) DSCR figures are based on an as-is underwritten net cash flow on an amortizing basis (commencing on May 1, 2006). On an interest only basis, the Whole Loan (excluding B note) DSCR is 1.98x and Whole Loan (including B note) DSCR is 1.68x. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB TYPE: CBD LOCATION: Mexico City, Mexico YEAR BUILT/RENOVATED: 2003/NAP NET RENTABLE SQUARE FEET: 828,821 CUT-OFF BALANCE PER SF: $133 OCCUPANCY AS OF 7/13/05: 76.7% OWNERSHIP INTERESTS(1): Fee PROPERTY MANAGEMENT: Reichmann International Developments, S. de R.L. de C.V. U/W NET CASH FLOW: $16,672,861 APPRAISED VALUE(2): $287,220,000 - -------------------------------------------------------------------------------- (1) See "Other Material Information." (2) The stabilized value is $302,000,000 as of a January 25, 2007 stabilization date. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 62 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------- FINANCIAL INFORMATION - ----------------------------------------------------------------------------------------------------------------- STABILIZED AS-IS T-12 FULL YEAR UNDERWRITTEN UNDERWRITTEN (5/31/05) (12/31/04) ---------------- ---------------- ---------------- ---------------- Effective Gross Income ............. $ 27,755,969 $ 23,111,801 $ 14,851,562 $ 13,764,153 Total Expenses ..................... $ 7,220,350 $ 5,015,928 $ 4,016,917 $ 3,631,282 Net Operating Income (NOI) ......... $ 20,535,619 $ 18,095,873 $ 10,834,645 $ 10,132,871 Cash Flow (CF) ..................... $ 18,902,182 $ 16,672,861 $ 10,834,645 $ 10,132,871 DSCR on NOI(1) ..................... 2.21x 1.95x 1.17x 1.09x DSCR on CF(1) ...................... 2.04x 1.80x 1.17x 1.09x - ----------------------------------------------------------------------------------------------------------------- (1) Based on an aggregate principal balance of $110,000,000 (the original whole loan principal balance, excluding the note B and the future advance to be evidenced by the note C). - ------------------------------------------------------------------------------------------------------------------------------------ TENANT INFORMATION(1) - ------------------------------------------------------------------------------------------------------------------------------------ % TOTAL RATINGS TOTAL % OF RENT POTENTIAL POTENTIAL LEASE TOP TENANTS MOODY'S/S&P TENANT SF TOTAL SF PSF RENT RENT EXPIRATION - ----------- --------------- ----------- ---------- ----------- --------------- ----------- ----------------- Deloitte & Touche ............... Not Rated 218,749 26.4% $ 29.59 $ 6,472,404 25.2% 6/30/2013 IXE Group Financiero ............ Not Rated 121,030 14.6 25.18 3,047.496 11.9 8/10/2016(2) Marsh Brockman .................. Baa2/BBB 96,057 11.6 30.10 2,891,376 11.3 3/31/2013 McKinsey & Company Inc. ......... Not Rated 29,095 3.5 30.10 875,772 3.4 4/30/2014 EMC Corporation ................. Not Rated/BBB 19,633 2.4 33.45 656,640 2.6 9/30/2015 ------- ---- -------- ------------ ---- TOTAL/WEIGHTED AVERAGE .......... 484,564 58.5% $ 148.41 $13,943,688 54.3% - ------------------------------------------------------------------------------------------------------------------------------------ (1) Information obtained from AUP, AUP underwritten potential rent and underwritten rent roll except for Ratings (Moody's/S&P) and unless otherwise stated. The actual tenants under the leases may be subsidiaries of the entities listed under Top Tenants. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent, and % Total Potential Rent include base rent only and exclude common area maintenance and reimbursements. (2) IXE Group Financiero occupies 78,577 square feet that expires on August 10, 2016 and 42,453 square feet that expires on August 10, 2008. - ---------------------------------------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE(1) - ---------------------------------------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ---------- ---------- ------------ --------------- -------------- 2005 .............. 1 32 0.0% 32 0.0% $ 6,480 2006 .............. 1 4,338 0.5 4,370 0.5% 135,082 2007 .............. 1 527 0.1 4,897 0.6% 20,676 2008 .............. 12 49,967 6.0 54,864 6.6% 1,212,141 2009 .............. 13 47,954 5.8 102,818 12.4% 1,604,942 2010 .............. 8 32,475 3.9 135,293 16.3% 1,091,844 2011 .............. 4 16,328 2.0 151,621 18.3% 586,515 2012 .............. 3 8,030 1.0 159,651 19.3% 259,608 2013 .............. 13 340,338 41.1 499,989 60.3% 10,495,984 2014 .............. 4 29,611 3.6 529,600 63.9% 974,748 2015 .............. 1 19,633 2.4 549,233 66.3% 656,640 2016 .............. 2 86,650 10.5 635,883 76.7% 2,456,856 Vacant ............ 192,938 23.3 828,821 100.0% 6,154,551 -- ------- ----- ----------- TOTAL ............. 63 828,821 100.0% $25,656,067 - ---------------------------------------------------------------------------------------------------------------- (1) Information obtained from AUP, AUP underwritten potential rent and underwritten rent roll. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 63 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The Torre Mayor Mortgaged Property is currently 76.7% leased by 49 tenants at an average lease rate of $30.67 per square foot. The five largest office tenants, representing 58.5% of the total net rentable area ("NRA"), are, or are subsidiaries of: o DELOITTE & TOUCHE ("Deloitte") leases 218,749 SF (26.4% of NRA, 25.2% of income) under a lease expiring on 6/30/2013. Deloitte is one of accounting's Big Four. The firm offers traditional audit and fiscal-oversight services to a multinational clientele. It also provides human resources and tax consulting services, as well as services to governments and international lending agencies working in emerging markets. Units include Deloitte & Touche (the US accounting arm) and Deloitte Consulting. Consulting services account for 25% of Deloitte's sales. Deloitte is a private company, headquartered in New York, NY that employs over 115,000 people. The firm had sales of $16,400MM in 2004, an 8.6% increase from the previous year. o IXE GRUPO FINANCIERO("IXE") leases 121,030 SF (14.6% of NRA, 11.9% of income) under two separate leases: one that expires on 8/10/2008 (42,453 square feet) and the other on 8/10/2016 (78,577 square feet). IXE is a financial services firm, specializing in retail banking, corporate banking, trading and capital markets. The firm has 1,130 employees and is headquartered at the Torre Mayor Mortgage Property. o MARSH BROCKMAN ("Marsh") (NYSE: MMC, rated: Baa2 by Moody's, BBB by S&P) leases 96,057 SF (11.6% of NRA, 11.3% of income) under a lease expiring on 3/31/2013. Marsh is primarily a holding company which, through its subsidiaries and affiliates, provides clients with analysis, advice and transactional capabilities in the fields of risk and insurance services, investment management and consulting. Marsh is one of the largest insurance brokerage companies. Marsh's subsidiaries include Sedgwick Group; Guy Carpenter (reinsurance); Seabury & Smith (insurance program management services); and Marsh & McLennan Capital (insurance industry investment and advisory services). The company also owns Mercer Consulting Group, which provides human resources and management consulting worldwide, and Putnam, one of the US's biggest money managers. Marsh is headquartered in New York, NY and employs over 61,800 people worldwide. In 2004 Marsh had sales of $12,159MM, a 4.9% increase from the previous year, and a net income of $176MM. As of September 14, 2005, the stock price was $28.88 with a market cap of $15,459MM. o MCKINSEY & COMPANY INC. ("McKinsey") leases 29,095 SF (3.5% of NRA, 3.4% of income) under a lease expiring on 4/30/2014. McKinsey is one of the world's top management consulting firms. The company provides a full spectrum of consulting services to corporations, government agencies, and foundations, including leadership training, operations analysis, and strategic planning. Its practice areas include such industries as banking, energy, manufacturing, and media, among many others. Founded by James McKinsey in 1926, the company is owned by its partners. McKinsey had sales of $3,000MM in 2003. Headquartered in New York, NY, the firm has more than 11,500 employees and 80 offices in 44 countries around the world. o EMC CORPORATION ("EMC") (NYSE: EMC, rated: BBB by S&P) leases 19,633 square feet (2.4% of NRA, 2.6% of income) under a lease expiring on 9/30/2015. EMC is a leading provider of RAID (redundant array of independent disks) storage systems. Banks, manufacturers, Internet service providers, retailers, and government agencies use EMC's systems to store and retrieve data. The company also sells a line of network attached storage (NAS) file servers, and a wide array of software designed to manage, protect, and share data. EMC sells its products directly and through distributors and manufacturers. Its biggest resale partner, PC leader Dell, sells co-branded EMC systems. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 64 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Torre Mayor Mortgage Loan is a $55 million, fixed rate loan maturing in 125 months evidenced by the Torre Mayor Commercial Mortgage Notes and secured by a first mortgage on a Class A office building located on Paseo de la Reforma in Mexico City, Mexico. The Torre Mayor Mortgage Loan is interest only for the first year of the loan, matures on September 1, 2015 and has an annual interest rate of 7.546%. THE BORROWER: o The Torre Mayor Borrower, which executed and delivered the Torre Mayor Commercial Mortgage notes, is comprised of two Mexican business trusts: (i) HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC, Division Fiduciaria, acting solely and exclusively as trustee under the Torre Mayor Land Trust Agreement on behalf of the Torre Mayor Land Trust and (ii) Deutsche Bank Mexico, S.A., Institucion de Banca Multiple, Division Fiduciaria, acting solely and exclusively as trustee under the Torre Mayor Construction Trust Agreement on behalf of the Torre Mayor Construction Trust. Each trust comprising the Torre Mayor Borrower has an independent trustee. The Torre Mayor Borrower's Mexican legal counsel has delivered a Mexican law bankruptcy opinion, in lieu of a non-consolidation opinion, to the effect that the assets of each trust were separate and distinct from the assets of the settlors and the beneficiaries would not be adjudicated insolvent because of an insolvency of any settlor or beneficiary. o Ownership of 70% of the beneficial interests of each of the trusts comprising the Torre Mayor Borrower was initially held by certain Reichmann family entities and three partners, each of which has transferred its respective beneficial interest in each of the trusts comprising the Torre Mayor Borrower to the Security Trustee (as described below) pursuant to the Security Trust (as described below). The remaining 30% of the beneficial interest in each Torre Mayor Borrower is currently held by Deutsche Immobilien Fonds AG ("DIFA"). Under German law, DIFA is prohibited from pledging its equity interests in the Torre Mayor Borrower and as a result, DIFA has entered into a Buy-Sell Agreement with lender with respect to its equity interests. Pursuant to the Buy-Sell Agreement, if lender has commenced any action to realize on the beneficial interests in the Torre Mayor Borrower upon the occurrence of an event of default under the Torre Mayor Whole Loan, lender has the option of offering either to acquire all of DIFA's beneficial interests in the Torre Mayor Borrower from DIFA at a price to be determined by lender or to sell all, but not less than all, of lender's interests in the Torre Mayor Borrower on the same terms (with appropriate adjustments to the sale price to account for the difference in the size of their respective interests). If DIFA should acquire lender's interests in the Torre Mayor Borrower under the buy-sell arrangement, in addition to paying the purchase price for such interests, DIFA is also obligated to pay the entire amount of principal and interest then-outstanding under the Torre Mayor Loan, together with any fees or other amounts then owed to lender, including any applicable prepayment fees. THE PROPERTY: o The Torre Mayor Mortgaged Property consists of a fee interest in a Class A office building located in Mexico City. The building was completed in 2003, and comprises a total of 55 floors with 828,821 net rentable square feet of which 295,460 square feet are office space and 33,368 square feet are retail space. o The property is located in the Mexico City CBD, accessible to public transportation and in close proximity to the headquarters of several international banks, the Mexico Stock Exchange, several consulates including the U.S. Embassy and full-service luxury hotels, including the Four Seasons Mexico City. o Torre Mayor was built at a cost of $320 million ($386 /SF) and is designed to meet the anti-earthquake requirements of both Mexico and California's building codes. Amenities include large column free floor plates from 18,300 SF to 19,644 SF, a constant 16-megavolt supply from three of the city's secondary electrical plants providing redundant supply and reduced rates based on the building receiving medium tension power rates, a pre-installed flexible telecommunications cabling system, a state-of-the-art building management system for ventilation and air-conditioning with triple air-filtration, water treatment/purification plant, international fire protection system with pressurized emergency fire escape stairways, and state-of-the-art heliport. The property also has an eleven level parking structure (including four levels below grade) with 1,902 spaces. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 65 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- o The Torre Mayor Borrower is generally required at its sole cost and expense to keep the Torre Mayor Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. In addition to the all risk insurance policy, the Torre Mayor Borrower is also required to maintain insurance against acts of terrorism, business interruption insurance, commercial general liability insurance and earthquake insurance. PROPERTY MANAGEMENT: o The Torre Mayor Mortgaged Property is managed by Reichmann International Developments, S de R.L. de C.V., an affiliate of the Torre Mayor Borrower. o Reichmann International is a real estate company that owns, manages, leases, acquires and develops commercial real estate. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The Torre Mayor Whole Loan also includes a $20,000,000 B note, which is subordinated to the Torre Mayor Mortgage Loan and the A-2 note. The B note is not included in the trust. The holder of the B note is entitled under certain circumstances to exercise rights analogous to the rights of the Directing Certificateholder solely with respect to the Torre Mayor Whole Loan. Such rights include various consent rights with respect to material servicing decisions, a right to appoint or replace the special servicer, a right to cure defaults and an option to purchase the Torre Mayor Mortgage Loan under certain circumstances. Such rights may cease upon the making of the future advance described below, whereupon the holder of that advance will be entitled to exercise such rights. For more information with respect to these rights, see "Description of the Mortgage Pool -- The Torre Mayor Whole Loan" in the prospectus supplement. o Under the terms of the Note Indenture pursuant to which the Torre Mayor Whole Loan was made, the Torre Mayor Borrower is permitted to have outstanding, at any time prior to the future funding advance described below, subordinated intercompany loans in the aggregate principal amount up to $73,844,655.94. At any time after the future advance, the amount of subordinated intercompany loans permitted to be outstanding will be reduced to not more than $53,844,656.94. Each of the subordinated intercompany loans are unsecured, fully subordinate to the Torre Mayor Whole Loan and are assigned and pledged to lender pursuant to a series of Subordination and Intercreditor Agreements as additional security for the Torre Mayor Whole Loan. o The lenders under each of the subordinated loans (who are required to be indirect equity owners in the Torre Mayor Borrower) have the right, upon prior written notice to lender, to convert all or a portion of the applicable subordinated loan to equity, provided that all documentation effecting such conversion is acceptable to lender. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o The Note Indenture and other loan documents provide that lender has an obligation to make a future advance, which will be evidenced by a subordinate C note in an amount not to exceed $20 million (or be less than $2 million) at an interest rate to be determined by lender, upon satisfaction of certain conditions, including that: (i) the aggregate amount of the total advances under the Torre Mayor Whole Loan does not exceed $150 million; (ii) no event of default has occurred or is continuing under the Torre Mayor Whole Loan or would occur as a result of the funding of the subordinate C note; (iii) lender has received a confirmation from each rating agency rating the Certificates to the effect that the proposed subordinate C note will not result in a downgrade, qualification or withdrawal of the ratings on any of the Certificates; (iv) after giving effect to the subordinate C note, the ratio of the aggregate outstanding principal balance of the Torre Mayor Whole Loan to the appraised value of the Torre Mayor Mortgaged Property does not exceed 50%; (v) after giving effect to the subordinate C note, the underwritten net cash flow ("UNCF") of the Torre Mayor Mortgaged Property as of the date of the advance equals or exceeds $19.6 million; (vi) after giving effect to the subordinate C note, the ratio of the UNCF to the assumed principal and interest payments on the Torre Mayor Whole Loan during the following 12-month period based on the actual applicable interest rate and amortization payments based on a 30-year amortization schedule on the aggregate amount advanced equals or exceeds 1.55 to 1.0 and (vii) after giving effect to the subordinate C note, the maximum amount of the subordinated intercompany loans does not exceed $53,844,656.94. The subordinate C note will be secured by the same collateral that secures the Torre Mayor Whole Loan. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 66 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- o At closing, the right to make the future advance evidenced by the subordinate C note will be retained by Barclays Capital Real Estate Inc. and not transferred to the trust. Upon funding the subordinate C note will be subordinate to the portion of the Torre Mayor Whole Loan consisting of the Torre Mayor Mortgage Loan and the A-2 note, as well as to the B note, and the holder of the subordinate C note may be entitled to exercise various rights generally described above under "Current Mezzanine or Subordinated Indebtedness." For more information with respect to these rights, see "Description of the Mortgage Pool -- The Torre Mayor Whole Loan" in the prospectus supplement. CASH MANAGEMENT ARRANGEMENT: o Cash Management is a modified hard lockbox arrangement under the Security Trust (described below) in which all tenants have been irrevocably instructed to make rent payments under the leases and all service payments under the administrative services contracts directly to the Security Trustee in the corresponding Collection Trust Accounts (Dollars) or Collection Trust Accounts (Pesos) (the "Collection Trust Accounts"). o From all rent, services and other payments received by the Security Trust in the Collection Trust Accounts, the Security Trustee will (i) on a daily basis, transfer to the settlors of the trust an amount equal to 15% (or such other value added tax rate then in effect) of the total amount of all such payments, which are to be applied by the relevant settlors of the trust to the payment of the value added tax relating to such payments and (ii) thereafter, convert all remaining rent payments from the Collection Trust Account (Pesos) into U.S. dollars and deposit such amounts in the Collection Trust Account (Dollars). o On the last business day of each week, so long as no event of default under the Torre Mayor Whole Loan is in effect, the Security Trustee will, after making the distributions discussed above, (i) transfer funds into the Torre Mayor Borrower's operating account for the payment of operating expenses and parking and management fees and expenses; (ii) transfer funds into a trust reserve account held by the Security Trustee for the payment of property taxes; and (iii) transfer all remaining funds into the Cash Management Account (a U.S. account controlled by lender), after having made any necessary currency conversions, in accordance with the terms of the Security Trust. SECURITY TRUST STRUCTURE: o At origination, Reichmann Mexico Chapultepec, S.A. de C.V.; RIMI, L.L.C., Establecimiento Permanente; Torre Mayor Partners, S. de R.L. de C.V.; Torre Mayor, S.A. de C.V.; Torre Mayor Holdings, L.L.C.; Torre Mayor Holdings, S.a.r.l.; and each borrower, as settlors and second place beneficiaries, Barclays Capital Real Estate Inc., acting in its capacity as Agent, on behalf and for the benefit of the Noteholders, as first place beneficiary, and the Security Trustee, in such capacity, entered into an Irrevocable Management and Security Trust Agreement (the "Security Trust") pursuant to which title to the following rights and assets were transferred to the Security Trustee to secure payment of the Torre Mayor Whole Loan and performance under all of the loan documents: (i) all collection rights to the cash flow generated by the Torre Mayor Mortgaged Property (including the Assets Lease (defined below), office and commercial space leases, and services, parking and other management agreements), (ii) the beneficiary interests (other than the beneficiary interests held by DIFA) in each of the trusts comprising the Torre Mayor Borrower and (iii) 99.9% of the equity interests in Torre Mayor, S.A. de C.V.(1) (one of the holders of the beneficial interests in each of the trusts comprising the Torre Mayor Borrower) and 70% of the equity interests in Reichmann Mexico Chapultepec, S.A. de C.V.(2) (one of the holders of the beneficial interests in each borrower). o The Security Trustee under the Security Trust Agreement is currently Banco J.P. Morgan, S.A., Institucion de Banca Multiple, J.P. Morgan Grupo Financiero, Division Fiduciaria, as trustee. - -------------------------------------------------------------------------------- - ------------- (1) Mexican law requires that an entity have a minimum of two (2) shareholders. In order to satisfy this requirement, one share was retained by a Reichmann entity. (2) The remaining 30% equity interests are held by DIFA and subject to the DIFA Buy-Sell Agreement. This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 67 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- LEASE, ADMINISTRATIVE SERVICE CONTRACTS, RENTS AND PESO DEVALUATION: o The Torre Mayor Borrower may enter into new leases for space at the Torre Mayor Mortgaged Property without the lender's approval provided that: such lease (i) is not deemed to be a Major Lease and such lease does not deviate from the approved standard form of lease; (ii) provides for rents and other payments that are deemed commercially reasonable and comparable to then-existing market rates; (iii) is an arm's length transaction with an entity that is not an affiliate of either borrower or carve-out guarantor; and (iv) is subordinate to the Torre Mayor Mortgage. Any Major Lease or any other lease not satisfying all the foregoing conditions requires lender's approval. A "Major Lease" is any lease (i) covering a full floor or more in the Torre Mayor Mortgaged Property, (ii) having a term of more than 15 years, or (iii) containing a peso devaluation clause different from the "approved standard clause." o The leases with each of the following tenants of the Torre Mayor Mortgaged Property contain peso devaluation clauses: (i) Marsh Brockman y Schuh, Agente de Seguros y de Fianzas, S.A. de C.V. ("Marsh Tenant"), (ii) Deloitte Mexico, Banco Internacional, S.A. ("Deloitte Tenant"), (iii) Institucion de Banca Multiple, Grupo Financiero Bital (now HSBC Mexico, S.A., Institucion de Banca Multiple, Grupo Financiero HSBC), Scotiabank Inverlat, S.A., (iv) McKinsey & Company Inc. Mexico S.C., and (vi) Starbuck's. At origination, the Torre Mayor Borrower deposited $1,300,000 into the Peso Devaluation Reserve Account, to make up for any shortfalls in debt service if the peso devaluation clauses in any of the existing leases are triggered. o If additional leases are signed that contain peso devaluation triggers or leases that denominate rent in Mexican pesos, lender has the right to increase the amounts held in the Peso Devaluation Reserve Account by the following formula: 115% of the average monthly rent in respect of one month payable under each such lease and related administrative services contract, collectively, over their respective terms taking into account fixed increases for all components of rent. OTHER MATERIAL INFORMATION: o Under the terms of the Torre Mayor Whole Loan, if any taxes, imposts or charges are imposed or assessed against the Torre Mayor Whole Loan, the Torre Mayor Borrower is obligated to pay the amount so imposed or assessed by the relevant taxing authority directly to such authority. The amount due to lender under the Torre Mayor Whole Loan will then be increased in an amount as may be necessary such that lender receives the total amount it would have received had no such taxes, imposts or charges were imposes or assessed. The Torre Mayor Borrower makes withholding payments at a rate equal to 4.9% per annum. o The Torre Mayor Mortgaged Property is subject to an assets lease, which is a ground lease of the land in the Torre Mayor Mortgaged Property by the Torre Mayor Land Trust to the Torre Mayor Construction Trust (the "Assets Lease"). Both the Torre Mayor Land Trust and the Torre Mayor Construction Trust are co-borrowers under the Torre Mayor Whole Loan and all interests of each entity in the Torre Mayor Mortgaged Property and the improvements are covered by the Mortgage. The rent collection rights of the Torre Mayor Land Trust under the Assets Lease have also been transferred to the Security Trustee pursuant to the Security Trust. o Please see "Risk Factors--Risks Related to the Mortagage Loans--Certain Consideration With Respect to the Torre Mayor Mortgage Loan" in the prospectus supplement for other material information about this loan. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 68 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET TORRE MAYOR - -------------------------------------------------------------------------------- [TORRE MAYOR MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 69 (This Page Intentionally Left Blank) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET POLO CLUB APARTMENTS - -------------------------------------------------------------------------------- [POLO CLUB APARTMENTS PICTURES OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 70 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET POLO CLUB APARTMENTS - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS POLO CLUB APARTMENTS - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: Barclays ORIGINAL PRINCIPAL BALANCE: $48,000,000 FIRST PAYMENT DATE: October 1, 2005 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 48 months MATURITY DATE: September 1, 2015 EXPECTED MATURITY BALANCE: $43,481,124 BORROWING ENTITY: Polo Club Apartment Company, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 117 payments Open: 3 payments UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes IMMEDIATE REPAIR RESERVE: $268,125 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE(1): $9,333 LOCKBOX: Soft - -------------------------------------------------------------------------------- (1) Capped at $336,000 - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $48,000,000 CUT-OFF DATE LTV(1): 71.8% MATURITY DATE LTV: 66.7% UNDERWRITTEN DSCR(1): 1.22x MORTGAGE RATE(2): 5.016% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. Cut-off Date LTV and Underwritten DSCR are calculated net of $1.2 million earnout. LTV and DSCR based on full principal balance and current underwritten cashflow are 73.6% and 1.19x, respectively. (2) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Multifamily PROPERTY SUB TYPE: Garden LOCATION: Las Vegas, NV YEAR BUILT/RENOVATED: 1990/NAP UNITS: 560 CUT-OFF BALANCE PER UNIT: $85,714 OCCUPANCY AS OF 8/7/05: 95.7% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: JRD Management Corp. U/W NET CASH FLOW: $3,671,493 APPRAISED VALUE: $65,200,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 71 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET POLO CLUB APARTMENTS - -------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------ FINANCIAL INFORMATION - ------------------------------------------------------------------------------------------------------------ ANNUALIZED MOST RECENT FULL YEAR FULL YEAR UNDERWRITTEN (6/30/05) (12/31/04) (12/31/03) -------------- --------------- --------------- --------------- Effective Gross Income ............. $ 5,497,737 $ 5,393,626 $ 5,084,979 $ 4,660,487 Total Expenses ..................... $ 1,714,243 $ 1,891,946 $ 2,051,834 $ 1,976,083 Net Operating Income (NOI) ......... $ 3,783,493 $ 3,501,680 $ 3,033,145 $ 2,684,404 Cash Flow (CF) ..................... $ 3,671,493 $ 3,501,680 $ 3,033,145 $ 2,684,404 DSCR on NOI(1) ..................... 1.25x 1.13x 0.98x 0.87x DSCR on CF(1) ...................... 1.22x 1.13x 0.98x 0.87x - ------------------------------------------------------------------------------------------------------------ (1) Underwritten DSCR is calculated net of $1.2 million earnout. DSCR based on full principal balance and current underwritten cashflow is 1.19x. - -------------------------------------------------------------------------------- 1 BEDROOM 2 BEDROOM ----------- ----------- Number of Units .................................. 272 288 Average Rent ..................................... $757 $885 Average Unit Size (SF) ........................... 699 945 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 72 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET POLO CLUB APARTMENTS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Polo Club Apartments Mortgage Loan is a $48 million, ten-year fixed rate loan secured by a first mortgage on a three-story, 560-unit garden apartment complex located in Las Vegas, Nevada. The Polo Club Apartments Loan is interest only for the first four years of the loan term, matures on September 1, 2015 and bears interest at an annual interest rate, rounded to three decimal places, of 5.016%. THE BORROWER: o The Polo Club Apartments Borrower is Polo Club Apartment Company, LLC, a single member Delaware limited liability company and a single purpose bankruptcy remote entity with at least one independent director for which the Polo Club Apartments Borrower's legal counsel delivered a non-consolidation opinion. Equity ownership of the single member is held by Wiener Family Partnership, a New York general partnership, whose principal equity holders are as follows: The Trust f/b/o Robert R. Wiener (49.83%); Wiener Acquisition Company, LLC (32.82%); Realty Financial Corporation (11.43%) and Wiener Realty Corporation General Partner (3.61%). THE PROPERTY: o The Polo Club Apartments Mortgaged Property consists of a fee simple interest in a 560-unit apartment complex consisting of 28 three-story, garden style apartment buildings encompassing 462,160 square feet across 22.6 acres of land. The Polo Club Apartments Mortgaged Property is located in Las Vegas, Nevada near the intersection of S. Decatur Blvd and W. Flamingo Road. Constructed in 1990, the Polo Club Apartments is comprised of 272 one bedroom/one bath, 224 two bedroom/two bath, and 64 two bedroom/one bath units. The exterior amenities include covered parking, two community pools, one heated Jacuzzi, a steam sauna, one lighted tennis court, two racquetball courts, and a combination leasing office/clubhouse. The clubhouse facility includes a full-size kitchen and tenant lounge with a business center and free internet connection. Additionally, the complex features an exercise/fitness room and game room, which includes pool and ping pong tables. The property has a privacy wall around its perimeter. o The Polo Club Apartments Borrower is generally required at its sole cost and expense to keep the Polo Club Apartments Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o JRD Management Corp. ("JRD"), an affiliate of the Polo Club Apartments Borrower, manages the Polo Club Apartments Mortgaged Property. JRD was founded over 30 years ago by Robert R. Wiener and is a wholly owned subsidiary of the Wiener Group, Inc which is owned by The Trust f/b/o Robert R. Wiener. As part of the Wiener Family Companies (which owns/manages over 13,000 apartments), JRD and its affiliate Wiener West Group Inc. manage 44 multi-family properties in seven states with a total of over 9,300 units. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not allowed. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 73 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET POLO CLUB APARTMENTS - -------------------------------------------------------------------------------- [POLO CLUB APARTMENTS MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Barclays Capital Inc., Deutsche Bank Securities, Inc. and Morgan Stanley & Co. Incorporated (collectively, the "Underwriters") is 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. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 74