GS MORTGAGES SEC CORP II COM MORT PAS THR CERT SER 1998-C1
8-K, 1998-10-13
ASSET-BACKED SECURITIES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES AND EXCHANGE ACT OF 1934


Date of Report: October 8, 1998
- -------------------------------
(Date of earliest event reported)


                     GS Mortgage Securities Corporation II
       -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                  333-40939                22-3442024
- -------------------------------------------------------------------------------
      (State or Other              (Commission            (I.R.S. Employer
      Jurisdiction of              File Number)          Identification No.)
       Incorporation)


           85 Broad Street, New York, N.Y.                      10004
- -------------------------------------------------------------------------------
      (Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (212) 902-1000

<PAGE>

ITEM 5.  OTHER EVENTS.

         Attached as an exhibit are Structural Term Sheets and Collateral Term
Sheets (each as defined in the no-action letter dated May 20, 1994 issued by
the Securities and Exchange Commission to Kidder, Peabody Acceptance
Corporation-I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset
Corporation (the "Kidder Letter") as modified by a no-action letter (the "First
PSA No-Action Letter") issued by the staff of the Commission on May 27, 1994 to
the Public Securities Association (the "PSA") and as further modified by a
no-action letter (the "Second PSA No-Action Letter") issued by the staff of the
Commission on March 9, 1995 to the PSA) furnished to the Registrant by Goldman,
Sachs & Co. (the "Underwriter") in respect of the Registrant's proposed
offering of Commercial Mortgage Pass-Through Certificates, Series 1998-C1 (the
"Certificates").

         The Certificates will be offered pursuant to a Prospectus and related
Prospectus Supplement (together, the "Prospectus"), which will be filed with
the Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Act"). The Certificates will be registered pursuant to the Act
under the Registrant's Registration Statement on Form S-3 (No. 333-40939) (the
"Registration Statement"). The Registrant hereby incorporates the Structural
Term Sheets and Collateral Term Sheets by reference in the Registration
Statement.

         The Structural Term Sheets and Collateral Term Sheets were prepared
solely by the Underwriter, and the Registrant did not prepare or participate in
the preparation of the Structural Term Sheets or the Collateral Term Sheets.

         Any statement or information contained in the Structural Terms Sheets
or Collateral Term Sheets shall be deemed to be modified or superseded for
purposes of the Prospectus and the Registration Statement by statements or
information contained in the Prospectus.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)  Exhibits

Exhibit 99.1   Structural and Collateral Term Sheet

Exhibit 99.2   Collateral Term Sheet

<PAGE>

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on behalf of the
Registrant by the undersigned thereunto duly authorized.

                                       GS MORTGAGE SECURITIES CORPORATION II


                                       By:   /s/ Jay Strauss
                                          --------------------------------
                                          Name:  Jay Strauss
                                               ---------------------------
                                          Title: Secretary
                                                --------------------------
Date: October 9, 1998

<PAGE>

                                 Exhibit Index
                                 -------------

                                                                 Paper (P) or
Exhibit No.   Description                                        Electronic (E)
- -----------   -----------                                        --------------

   99.1       Structural and Collateral Term Sheet                     E

   99.2       Collateral Term Sheet                                    E



<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

                          $1,610,777,600 (APPROXIMATE)          OCTOBER 8, 1998
                     GS MORTGAGE SECURITIES CORPORATION II
                 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 1998-C1

APPROXIMATE SECURITIES STRUCTURE:
- ---------------------------------

<TABLE>
<CAPTION>
                                              EXPECTED                    EXPECTED
                             APPROXIMATE       CREDIT        EXPECTED     PRINCIPAL
                            FACE/NOTIONAL     SUPPORT        WEIGHTED      PAYMENT
  CLASS    EXPECTED RATING   AMOUNT (MM)     (% OF UPB)   AVERAGE LIFE(a) WINDOW(a)
- -------------------------------------------------------------------------------------
<S>        <C>                <C>                <C>            <C>      <C>
PUBLICLY OFFERED CLASSES
 X         AAA                $1,858.1(b)                       9.05     11/98-08/19
 A1        AAA                  [208.1](c)       31.0%          5.03     11/98-08/07
 A1F       AAA (FLT)            [TOTAL](c)       31.0           5.03     11/98-08/07
 A2        AAA                   423.8           31.0           9.49     08/07-06/08
 A3        AAA                   650.2           31.0           8.94     11/98-08/08
 B         AA                    111.5           25.0           9.80     08/08-08/08
 C         A (d)                 102.2           19.5           9.84     08/08-09/08
 D         BBB (d)                83.6           15.0           9.89     09/08-09/08
 E         BBB- (d)               37.2           13.0           9.89     09/08-09/08

PRIVATELY PLACED CLASSES (e)
- -------------------------------------------------------------------------------------
 F         BB                    102.2            7.5           9.95     09/08-10/08
 G         B                      65.0            4.0          12.82     10/08-05/13
 H         B-                     18.6            3.0          14.83     05/13-11/13
 J         UR                     55.7            -            17.66     11/13-09/19
                                  ----
           TOTAL SECURITIES:  $1,858.1
- -------------------------------------------------------------------------------------
</TABLE>

(a) Calculated at 0% CPR, no balloon extension and Hyper-Amortization Loans pay
    in full on Anticipated Repayment Dates.
(b) Notional amount on interest only class.
(c) The aggregate Notional Amount of Classes A1 and A1F equals approximately
    $208.1MM.
(d) Subject to a cap equal to the weighted average Net Mortgage rate,
    determined without regard to any modification of the mortgage loans, in
    effect from time to time on the mortgage loans
(e) Not offered hereby.

KEY FEATURES:
- -------------
Lead Manager:                     Goldman, Sachs & Co.
Mortgage Loan Sellers:            Goldman Sachs Mortgage Company:
                                       GSMC Large Loans ($390MM)
                                       Archon ($588MM)
                                       CPC ($300MM)
                                  Amresco Capital, L.P. ($590MM)
Master Servicer:                  TBD
Special Servicer:                 TBD
Trustee:                          TBD
Fiscal Agent:                     TBD
Bond Type:                        Floater - A1F; Fixed - all others
Launch:                           On or about October 21, 1998
Pricing:                          On or about October 23, 1998
Closing:                          On or about October 29, 1998
Cut-Off Date:                     Generally October 1, 1998
Distribution Date:                18 of each month, or following business day
                                   (commencing November 1998)
ERISA Eligible:                   Classes A1, A2, A3 and X are expected to be
                                  ERISA eligible subject to certain conditions
                                  for eligibility
Representations & Warranties:     Provided by applicable Mortgage Loan Sellers
Structure:                        Sequential pay
Day Count:                        30/360, Actual/360 for Class A1F
Tax Treatment:                    REMIC/Grantor Trust
Rated Final Distribution Date:    TBD
Clean up Call:                    1.0%
Minimum Denominations:            Publicly Offered Classes except Class X:
                                  $10,000 & $1
                                  Class X: $1,000,000 Notional Amount & $1
Delivery:                         DTC for publicly traded certificates
SWAP for class A1F:               Through appropriate rated counterparty

- -------------------------------------------------------------------------------

COLLATERAL FACTS:
- -----------------
INITIAL POOL BALANCE:                                            $1,858,089,282
NUMBER OF MORTGAGE LOANS:                                                   322
AVERAGE CUT-OFF DATE BALANCE:                                        $5,770,464
WEIGHTED AVERAGE CURRENT MORTGAGE RATE (a):                              7.372%
WEIGHTED AVERAGE U/W DSCR (b):                                            1.53x
WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO:                                  68.3%
WEIGHTED AVERAGE REMAINING TERM TO MATURITY (c):                     126 months
WEIGHTED AVERAGE REMAINING AMORTIZATION TERM:                        310 months
WEIGHTED AVERAGE SEASONING:                                            4 months
BALLOON LOANS AS % OF TOTAL:                                              64.3%
TEN LARGEST LOANS AS % OF TOTAL:                                          35.3%
- -------------------------------------------------------------------------------
(a) Gross Coupon.
(b) U/W DSCR is the ratio of Underwritten NCF over the annualized debt service
    payments.
(c) Anticipated Repayment Date for loans with Hyper-Amortization. All
    information presented herein with respect to Hyper-Amortization Loans
    assumes that they mature on their respective Anticipated Repayment Dates.

<TABLE>
<CAPTION>
                              TEN LARGEST LOANS
LOAN                     BALANCE ($MM)    % BY UPB    WTD. AVG. DSCR  PROP. TYPE
- -----------------------------------------------------------------------------------------
<S>                          <C>            <C>            <C>        <C>
AMERICOLD POOL               147.6          7.9%           1.94x      Industrial
AIMCO MULTIFAMILY POOL       109.1          5.9            1.39       Multifamily
EPT POOL                     104.7          5.6            2.06       Movie Theater
SKYLINE CITY POOL             87.4          4.7            1.36       Office
WASHINGTON MONARCH HOTEL      47.0          2.5            1.70       Lodging
HOLIDAY INN POOL              44.0          2.4            1.26       Lodging
FIRST PLACE TOWER             32.9          1.8            1.40       Office
FOUR WINDS                    31.4          1.7            2.66       Healthcare
FACTORY STORES AT  
  HERSHEY                     25.6          1.4            1.32       Retail
TLS POOL A (a)                25.4          1.4            1.30       Retail/Multifamily
                              ----          ---            ----
TOTAL/WEIGHTED   
   AVERAGE                   655.2         35.3%           1.68x
- -----------------------------------------------------------------------------------------
</TABLE>

(a) There is a second related $22.5MM loan pool (TLS Pool B) which is not
    crossed with TLS Pool A.

SELECTED LOAN DATA:
- -------------------

<TABLE>
<CAPTION>
                                                      CUT-OFF DATE BALANCE
                             NUMBER OF               (AS OF OCT 1, 1998) (a)
                             MORTGAGED    ----------------------------------------------
GEOGRAPHIC DISTRIBUTION     PROPERTIES        (MM)       % BY BALANCE   WTD. AVG. DSCR
- ----------------------------------------------------------------------------------------
<S>                                <C>    <C>               <C>             <C>  
CALIFORNIA                         41     $   294.2         15.8%           1.51x
NEW YORK                           30         163.4          8.8            1.59
TEXAS                              48         157.6          8.5            1.65
VIRGINIA                           22         128.0          6.9            1.39
OHIO                               19          98.3          5.3            1.46
OTHER                             261       1,016.6         54.7            1.53
                                  ---       -------         ----            ----
     TOTAL/WTD. AVG.              421      $1,858.1        100.0%           1.53x
- ----------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                      CUT-OFF DATE BALANCE
                             NUMBER OF              (AS OF OCT 1, 1998) (a)
                             MORTGAGED     ---------------------------------------------
PROPERTY TYPE               PROPERTIES        (MM)       % BY BALANCE   WTD. AVG. DSCR
- ----------------------------------------------------------------------------------------
<S>                              <C>       <C>                <C>           <C>  
RETAIL                           117       $   448.6          24.1%         1.36x
LODGING                           73           308.4          16.6          1.55
OFFICE                            52           301.1          16.2          1.41
MULTIFAMILY                       72           294.1          15.8          1.39
INDUSTRIAL                        56           244.1          13.1          1.72
MOVIE THEATRE                      8           104.7           5.6          2.06
HEALTHCARE                        11            93.6           5.0          2.04
OTHER                             32            63.5           3.4          1.53
                                  --         -------           ---          ----
   TOTAL/WTD. AVG.               421        $1,858.1         100.0%         1.53x
- ----------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.

PREPAYMENT PROVISIONS (AS OF CUT-OFF DATE):
- -------------------------------------------

<TABLE>
<CAPTION>
PREPAYMENT RESTRICTIONS       LOAN GROUP 1       LOAN GROUP 2          AGGREGATE
- ---------------------------------------------------------------------------------------
<S>                                 <C>              <C>                   <C>  
LOCKOUT/DEFEASANCE                  74.7%            58.7%                 69.1%
GREATER OF YM OR 1%                 22.9             28.5                  24.8
LOCKOUT                              2.4             12.3                   5.9
LOCKOUT/YM                           0.0              0.5                   0.2
- ---------------------------------------------------------------------------------------
</TABLE>

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                             MORTGAGE POOL OVERVIEW
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
COLLATERAL FACTS                                  LOAN GROUP 1         LOAN GROUP 2             AGGREGATE
- ------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                    <C>                  <C>           
INITIAL POOL BALANCE: (a)                       $1,207,865,664         $650,223,618         $1,858,089,282
NUMBER OF MORTGAGE LOANS: (a)                              186                  137                    322
AVERAGE CUT-OFF DATE BALANCE:                       $6,493,901           $4,746,158             $5,770,464
WEIGHTED AVERAGE CURRENT MORTGAGE RATE:                  7.340%               7.433%                 7.372%
WEIGHTED AVERAGE U/W DSCR:                                1.59x                1.42x                  1.53x
WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO:                  66.3%                72.1%                  68.3%
WEIGHTED AVERAGE REMAINING TERM TO MATURITY:               132 Months           115 Months             126 Months
WEIGHTED AVERAGE REMAINING AMORTIZATION TERM:              298 Months           334 Months             310 Months
WEIGHTED AVERAGE SEASONING:                                  4 Months             4 Months               4 Months
BALLOON LOANS AS % OF TOTAL:                              48.1%                94.5%                  64.3%
FIVE LARGEST LOANS AS % OF TOTAL:                         34.5%                28.5%                  26.5%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>

a)  AIMCO Multifamily Pool is split between Loan Group 1 ($29.3MM) and Loan
    Group 2 ($79.8MM)

- ------------------------
     TOP FIVE LOANS
- ------------------------

LOAN GROUP ONE
- --------------

<TABLE>
<CAPTION>
                                 %       WTD.    
                                BY       AVG.     PROPERTY
PROPERTY NAME   BALANCE (MM)    UPB      DSCR       TYPE
- -----------------------------------------------------------
<S>                <C>          <C>       <C>               
Americold Pool     $147.6       12.2%     1.94x   Industrial
EPT Pool            104.7        8.7      2.06    Theatre
Skyline City         87.4        7.2      1.36     Office
Pool                                             
Washington           43.6        3.6      1.70    Lodging
  Monarch Hotel                                  
First Place          32.9        2.7      1.40     Office
Tower                                            
- -----------------------------------------------------------
</TABLE>                                       

LOAN GROUP TWO
- --------------

<TABLE>
<CAPTION>
                                  %        WTD.    
                                  BY       AVG.     PROPERTY
PROPERTY NAME     BALANCE(MM)    UPB       DSCR       TYPE
- -------------------------------------------------------------
<S>                  <C>         <C>        <C>     <C>
AIMCO MF Pool (a)    $79.8       12.3%      1.39x   Multifamily
Holiday Inn Pool      44.0        6.7       1.25    Lodging
Factory Stores at     25.6        3.9       1.32     Retail
  Hershey                                          
The Original          21.5        3.3       1.54     Retail
Outlet Mall                                        
761 7th Ave.          14.5        2.2       1.35     Retail
- -------------------------------------------------------------
</TABLE>                                         

(a) AIMCO Multifamily Pool is split between Loan Group 1 ($29.3MM) and Loan
    Group 2 ($79.8MM)

- ------------------------
    TOP FIVE STATES
- ------------------------

LOAN GROUP ONE
- --------------

<TABLE>
<CAPTION>
              NUMBER OF                %
GEOGRAPHIC    MORTGAGE    BALANCE     BY      WTD. AVG.
DISTRIBUTION  PROPERTIES    (MM)      UPB       DSCR
- --------------------------------------------------------
<S>               <C>     <C>        <C>        <C>  
California        18      $164.1     13.6%      1.61x
Virginia          19       118.3      9.8       1.39
New York          21       109.5      9.1       1.71
Texas             26       101.4      8.4       1.74
Washington        10        68.1      5.6       1.66
- --------------------------------------------------------
</TABLE>

LOAN GROUP TWO
- --------------

<TABLE>
<CAPTION>
              NUMBER OF                %
GEOGRAPHIC    MORTGAGE    BALANCE     BY      WTD. AVG.
DISTRIBUTION  PROPERTIES    (MM)      UPB       DSCR
- --------------------------------------------------------
<S>               <C>      <C>       <C>        <C>  
California        23       130.1     20.0%      1.37x
Ohio              10        60.7      9.3       1.29
Texas             22        56.2      8.6       1.49
New York           9        53.9      8.3       1.34
Maryland           4        35.7      5.5       1.48
- --------------------------------------------------------
</TABLE>

AGGREGATE
- ---------

<TABLE>
<CAPTION>
              NUMBER OF                %
GEOGRAPHIC    MORTGAGE    BALANCE     BY      WTD. AVG.
DISTRIBUTION  PROPERTIES    (MM)      UPB       DSCR
- --------------------------------------------------------
<S>               <C>     <C>        <C>        <C>  
California        41      $294.2     15.8%      1.51x
Ohio              30       163.4      8.8       1.59
Texas             48       157.6      8.5       1.65
New York          22       128.0      6.9       1.39
Florida           19        98.3      5.3       1.46
- --------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- ------------------------------------
      TOP FIVE PROPERTY TYPES
- ------------------------------------

LOAN GROUP ONE
- --------------

<TABLE>
<CAPTION>
             NUMBER OF                 %
PROPERTY     MORTGAGE    BALANCE       BY        WTD. AVG.
TYPE         PROPERTIES   (MM)        UPB           DSCR
- -------------------------------------------------------------
<S>              <C>      <C>          <C>          <C>  
Lodging          65       $251.0       20.8%        1.61x
Retail           67        224.9       18.6         1.27
Office           29        215.1       17.8         1.37
Industrial       42        207.7       17.2         1.77
Movie Theatre     8        104.7        8.7         2.06
- -------------------------------------------------------------
</TABLE>

LOAN GROUP TWO
- --------------

<TABLE>
<CAPTION>
             NUMBER OF                  %
PROPERTY     MORTGAGE    BALANCE        BY        WTD. AVG.
TYPE         PROPERTIES   (MM)         UPB           DSCR
- -------------------------------------------------------------
<S>              <C>     <C>           <C>           <C>  
Multifamily      60      $235.2        36.2%         1.41x
Retail           50       223.7        34.4          1.44
Office           23        86.0        13.2          1.50
Lodging           8        57.4         8.8          1.26
Industrial       14        36.4         5.6          1.45
- -------------------------------------------------------------
</TABLE>

AGGREGATE
- ---------

<TABLE>
<CAPTION>
             NUMBER OF                  %
PROPERTY     MORTGAGE    BALANCE        BY        WTD. AVG.
TYPE         PROPERTIES   (MM)         UPB           DSCR
- -------------------------------------------------------------
<S>             <C>      <C>           <C>           <C>  
Retail          117      $448.6        24.1%         1.36x
Lodging          73       308.4        16.6          1.55
Office           52       301.1        16.2          1.41
Multifamily      72       294.1        15.8          1.39
Industrial       56       244.1        13.1          1.72
- -------------------------------------------------------------
</TABLE>

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                              STRUCTURAL OVERVIEW
- -------------------------------------------------------------------------------

o   The Mortgage Pool will be comprised of two Loan Groups:

    --   Available principal from Group 1 will be allocated sequentially to
         (A1/A1F)*, A2, A3, B, C, D, E, F, G, H, J

    --   Available principal from Group 2 will be allocated sequentially to A3,
         (A1/A1F)*, A2, B, C, D, E, F, G, H, J Certificates

o   Class X will be entitled to receive payments of interest only and will not
    receive any payments of principal. Class X will be entitled to payments of
    interest pro rata (based on interest entitlements) with the Class A1, A1F,
    A2, and A3 Certificates each month.

o   Each class will be subordinate to the Class A1, A1F, A2, A3, and X and to
    each class with an earlier alphabetic designation than such class. Each of
    the Class A1, A1F, A2, A3, and X certificates will be of equal priority.

o   All classes will pay interest on a 30/360 basis except A1F, which will pay
    interest on an Actual/360 basis

o   Principal Losses will be allocated in reverse alphabetical order to J, H,
    G, F, E, D, C, B, and then to Class A1, A1F, A2, and A3 pro rata.

o   Shortfalls resulting from Master Servicer and Special Servicer
    modifications, Special Servicer compensation or other extraordinary trust
    fund expenses will be allocated in reverse alphabetical order to classes
    other than to the class X among the outstanding certificates.

* Principal will be allocated pro rata between each pair

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                       ALLOCATION OF PREPAYMENT PENALTIES
- -------------------------------------------------------------------------------

ALLOCATION OF PREPAYMENT PREMIUMS FOR EACH LOAN GROUP
- -----------------------------------------------------

Prepayment premiums will be allocated between the Certificates then entitled to
principal distributions and the Class X Certificates as follows:

    o    A percentage of all prepayment premiums (either fixed prepayment
         premiums or yield maintenance amount) will be allocated to each class
         of the Certificates then entitled to principal distributions, which
         percentage will be equal to the product of (a) the percentage of the
         total principal distribution that such Class receives, and (b) a
         percentage (which can be no greater than 100%), the numerator of which
         is the excess of the Pass-Through Rate of the Class of the
         Certificates currently receiving principal over the relevant Discount
         Rate, and the denominator of which is the excess of the Mortgage Rate
         of the related Mortgage Loan over the Discount Rate.

             ------------------------------------------------------------
                  Prepayment         (Pass-Through Rate - Discount Rate)
              Premium Allocation  =  -----------------------------------
                  Percentage           (Mortgage Rate - Discount Rate)
             ------------------------------------------------------------

    o    The remaining percentage of the prepayment premiums will be allocated
         to the Class X Certificates

    o    In general, this formula provides for an increase in the allocation of
         prepayment premiums to the Certificates then entitled to principal
         distributions relative to the Class X Certificates as Discount Rates
         decrease and a decrease in the allocation to such Classes as Discount
         Rates rise

    Allocation of Prepayment Premiums Example
    -----------------------------------------

         Discount Rate Fraction Methodology:
           Mortgage Rate          =  8%
           Bond Class Rate        =  6%
           Treasury Rate          =  5%

         BOND CLASS ALLOCATION     |             CLASS X ALLOCATION
    -------------------------------|-------------------------------------------
         6% - 5%                   |
         -------  =  33 1/3%       | Receives excess premiums = 66 2/3% thereof
         8% - 5%                   |

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                             PREPAYMENT PROVISIONS
- -------------------------------------------------------------------------------

o   AGGREGATE POOL

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
                                             PREPAYMENT LOCK-OUT/ PREMIUM ANALYSIS (a)
                          PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT (b)
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT      OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER   OCTOBER
RESTRICTIONS      1998       1999       2000       2001       2002       2003       2004       2005       2006       2007      2008
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>       <C>
Locked Out       99.42%     99.42%     84.87%     24.74%      8.00%      7.42%      7.01%      6.58%      6.09%      0.06%     0.00%
Defeasance        0.00       0.00      13.53      68.63      68.64      68.80      69.38      69.44      69.64      66.12     71.54
Yield 
  Maintenance     0.58       0.58       1.60       6.63      23.37      23.78      23.29      23.97      24.14      18.31     28.46
SUBTOTAL        100.00%    100.00%    100.00%    100.00%    100.00%    100.00%     99.68%    100.00%     99.87%     84.49%   100.00%

Open              0.00       0.00       0.00       0.00       0.00       0.00       0.32       0.00       0.12      15.51      0.00
TOTALS (b)      100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%   100.00%
UPB ($MM)     1,858.09   1,835.99   1,812.52   1,786.90   1,759.30   1,729.57   1,680.30    1630.92   1,594.31   1,543.96    138.00
% of UPB        100.00%     98.81%     97.55%     96.17%     94.68%     93.08%     90.43%     87.77%     85.80%     83.09%    7.43%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT      OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER
RESTRICTIONS      2009       2010       2011       2012       2013       2014       2015       2016       2017       2018
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>     
Locked Out        0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%   
Defeasance       71.51      72.98      73.07      76.98      79.67      80.18      81.07      82.61      85.91      75.83
Yield
  Maintenance     28.49      27.02      26.93      18.92      20.33      19.82      18.58      17.39       3.95       0.00
SUBTOTAL        100.00%    100.00%    100.00%     95.90%    100.00%    100.00%     99.65%    100.00%     89.86%     75.83%   

Open              0.00       0.00       0.00       4.10       0.00       0.00       0.34       0.00      10.14      24.17
TOTALS (b)      100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%   
UPB ($MM)       129.39     117.67     107.90      92.59      56.44      46.47      35.73      24.25      12.23       1.52
% of UPB          6.96%      6.33%      5.81%      4.98%      3.04%      2.50%      1.92%      1.31%      0.66%      0.08%   
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Totals may not equal due to rounding.
(b) Table calculated using modeling assumptions and assuming no prepayments of
    principal.

o   LOAN GROUP 1

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT      OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER   OCTOBER
RESTRICTIONS      1998       1999       2000       2001       2002       2003       2004       2005       2006       2007      2008
- ------------------------------------------------------------------------------------------------------------------------------------
<S>              <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>       <C>  
Locked Out       99.10%     99.11%     76.69%     19.62%      4.81%      4.12%      3.88%      3.15%      2.62%      0.10%     0.00%
Defeasance        0.00       0.00      20.85      74.16      74.16      74.40      75.38      75.77      75.82      74.59     71.54
Yield                                                                                                            
  Maintenance     0.90       0.89       2.46       6.22      21.04      21.48      20.24      21.09      21.37      17.94     28.46
SUBTOTAL        100.00%    100.00%    100.00%    100.00%    100.00%    100.00%     99.50%    100.00%     99.81%     92.63%   100.00%
                                                                                                                 
Open              0.00       0.00       0.00       0.00       0.00       0.00       0.50       0.00       0.19       7.38      0.00
TOTALS (b)      100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%   100.00%
UPB ($MM)     1,207.87   1,192.43   1,176.02   1,158.14   1,138.88   1,118.14   1,078.45   1,049.39   1,023.89     985.53    138.00
% of UPB        100.00%     98.72%     97.36%     95.88%     94.29%     92.57%     89.29%     86.88%     84.77%     81.59%    11.43%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT      OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER
RESTRICTIONS      2009       2010       2011       2012       2013       2014       2015       2016       2017       2018
- ------------------------------------------------------------------------------------------------------------------------------------
<S>               <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>     
Locked Out        0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%      0.00%   
Defeasance       71.51      72.98      73.07      76.98      79.67      80.18      81.07      82.61      85.91      75.83
Yield 
  Maintenance    28.49      27.02      26.93      18.92      20.33      19.82      18.58      17.39       3.95       0.00
SUBTOTAL        100.00%    100.00%    100.00%     95.90%    100.00%    100.00%     99.65%    100.00%     89.86%     75.83%   

Open              0.00       0.00       0.00       4.10       0.00       0.00       0.34       0.00      10.14      24.17
TOTALS (b)      100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%   
UPB ($MM)       129.39     117.67     107.90      92.59      56.44      46.47      35.73      24.25      12.23       1.52
% of UPB         10.71%      9.74%      8.93%      7.67%      4.67%      3.85%      2.96%      2.01%      1.01%      0.13%   
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

o   LOAN GROUP 2

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT      OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER    OCTOBER   OCTOBER
RESTRICTIONS      1998       1999       2000       2001       2002       2003       2004       2005       2006       2007      2008
- ------------------------------------------------------------------------------------------------------------------------------------
<S>             <C>        <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>         <C>       <C>  
Locked Out      100.00%    100.00%    100.00%     34.18%     13.85%     13.45%     12.61%     12.79%     12.32%      0.00%     0.00%
Defeasance        0.00       0.00       0.00      58.44      58.50      58.57      58.64      58.03      58.55      51.18      0.00
Yield
  Maintenance     0.00       0.00       0.00       7.38      27.65      27.98      28.75      29.19      29.13      18.96      0.00
SUBTOTAL        100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%     70.14      0.00

Open              0.00       0.00       0.00       0.00       0.00       0.00       0.00       0.00       0.00      29.86      0.00
TOTALS (b)      100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%    100.00%     0.00%
UPB ($MM)       650.22     643.56     636.50     628.76     620.42     611.43     601.85     581.53     570.42     558.44      0.00
% of UPB        100.00%     98.98%     97.89%     96.70%     95.42%     94.03%     92.56%     89.44%     87.73%     85.89%     0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                         AVERAGE LIFE TABLE (IN YEARS)
                (PREPAYMENTS LOCKED OUT THROUGH LOCK OUT PERIOD,
   DEFEASANCE AND YIELD MAINTENANCE PERIOD, THEN RUN AT THE INDICATED CPRS)
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
                          PREPAYMENT ASSUMPTIONS (CPR)
            0 CPR         25 CPR         50 CPR         75 CPR          100 CPR
- -------------------------------------------------------------------------------
<S>          <C>           <C>            <C>            <C>              <C> 
A1           5.03          5.01           5.00           4.99             4.94
A1F          5.03          5.01           5.00           4.99             4.94
A2           9.49          9.47           9.43           9.39             9.17
A3           8.95          8.91           8.87           8.81             8.58
B            9.80          9.80           9.78           9.75             9.61
C            9.84          9.82           9.80           9.80             9.68
D            9.89          9.89           9.89           9.85             9.72
E            9.89          9.89           9.89           9.89             9.72
F            9.95          9.95           9.95           9.94             9.86
G           12.81         12.80          12.78          12.76            12.65
H           14.83         14.81          14.78          14.75            14.50
J           17.66         17.66          17.66          17.65            17.63
- -------------------------------------------------------------------------------
</TABLE>

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                    DISTRIBUTION OF CUT-OFF DATE BALANCE (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                   WEIGHTED
                                                                                   AVERAGE                  WEIGHTED
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE 
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING
                           NUMBER OF      CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
RANGE OF CURRENT            MORTGAGE     PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
PRINCIPAL BALANCES           LOANS        BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>   <C>                  <C>      <C>             <C>         <C>           <C>          <C>  
$   500,000 -     999,999       13    $    9,892,085       0.5%     $    760,930    1.60x       7.3840%       144.0        70.8%
  1,000,000 -   2,999,999      155       300,736,093      16.2         1,940,233    1.45        7.4357        142.9        71.5
  3,000,000 -   4,999,999       78       302,389,345      16.3         3,876,786    1.41        7.2928        133.4        72.0
  5,000,000 -   6,999,999       25       146,954,949       7.9         5,878,198    1.42        7.3049        125.9        72.7
  7,000,000 -   8,999,999       11        88,412,654       4.8         8,037,514    1.48        7.4632        115.5        73.0
  9,000,000 -  10,999,999       12       118,851,166       6.4         9,904,264    1.53        7.4691        123.0        70.7
 11,000,000 -  12,999,999        7        86,194,083       4.6        12,313,440    1.42        7.1235        133.5        72.5
 13,000,000 -  14,999,999        4        55,424,358       3.0        13,856,089    1.35        7.4428        118.5        71.5
 15,000,000 -  16,999,999        1        15,000,000       0.8        15,000,000    1.45        6.9100        112.0        52.3
 17,000,000 -  18,999,999        3        53,603,196       2.9        17,867,732    1.36        7.6737        100.2        73.7
 19,000,000 -  20,999,999        2        40,616,323       2.2        20,308,162    1.60        7.9566        170.2        57.4
 21,000,000 -  22,999,999        3        64,585,549       3.5        21,528,516    1.87        8.1425        118.7        75.6
 23,000,000 -  24,999,999        1        24,447,349       1.3        24,447,349    1.51        7.3200        118.0        71.3
 25,000,000 -  49,999,999        3       102,062,514       5.5        34,020,838    1.51        7.0781        118.5        61.8
 50,000,000 -  99,999,999        1        87,423,946       4.7        87,423,946    1.36        7.0490        118.0        71.3
100,000,000 - 147,597,677        3       361,495,671      19.5       120,498,557    1.81        7.3436        114.4        58.1
                               ---       -----------      ----       -----------    ----        ------        -----        ----
TOTAL                          322    $1,858,089,282     100.0%     $  5,770,464    1.53x       7.372%        126.1        68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                     DISTRIBUTION OF CUT-OFF DATE BALANCES
                                 LOAN GROUP ONE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   DEBT  
                                                     PERCENTAGE OF               SERVICE    WEIGHTED    WEIGHTED
                                                       AGGREGATE      CURRENT    COVERAGE   AVERAGE     AVERAGE     WEIGHTED
                           NUMBER OF      CURRENT       CURRENT      PRINCIPAL    RATIO     MORTGAGE   REMAINING    AVERAGE 
RANGE OF CURRENT            MORTGAGE     PRINCIPAL     PRINCIPAL      BALANCE    WEIGHTED   INTEREST    TERM TO     CURRENT 
PRINCIPAL BALANCES           LOANS        BALANCE       BALANCE       AVERAGE    AVERAGE      RATE      MATURITY      LTV   
- ------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>   <C>                   <C>    <C>             <C>       <C>          <C>         <C>  
$   500,000 -     999,999       5     $    4,334,893        0.4%   $    866,979    1.67x     7.5868%      179.2       67.0%
  1,000,000 -   2,999,999      95        184,880,106       15.3       1,946,106    1.46      7.4933       159.8       70.9
  3,000,000 -   4,999,999      42        160,283,660       13.3       3,816,278    1.40      7.3887       149.0       70.8
  5,000,000 -   6,999,999      11         68,007,124        5.6       6,182,466    1.37      7.2320       137.6       71.7
  7,000,000 -   8,999,999       7         55,385,153        4.6       7,912,165    1.43      7.6225       115.7       74.5
  9,000,000 -  10,999,999       6         59,376,356        4.9       9,896,059    1.67      7.7612       136.8       66.7
 11,000,000 -  12,999,999       5         61,589,657        5.1      12,317,931    1.44      7.2296       139.8       71.1
 13,000,000 -  14,999,999       1         13,468,954        1.1      13,468,954    1.45      7.2900       118.0       62.4
 15,000,000 -  16,999,999       1         15,000,000        1.2      15,000,000    1.45      6.9100       112.0       52.3
 17,000,000 -  18,999,999       3         53,603,196        4.4      17,867,732    1.36      7.6737       100.2       73.7
 19,000,000 -  20,999,999       2         40,616,323        3.4      20,308,162    1.60      7.9566       170.2       57.4
 21,000,000 -  22,999,999       1         21,308,138        1.8      21,308,138    2.85      9.4700       117.0       61.8
 23,000,000 -  24,999,999       1         24,447,349        2.0      24,447,349    1.51      7.3200       118.0       71.3
 25,000,000 -  49,999,999       3        105,794,740        8.8      35,264,913    1.52      7.3966       116.3       56.0
 50,000,000 -  99,999,999       1         87,423,946        7.2      87,423,946    1.36      7.0490       118.0       71.3
100,000,000 - 147,597,677       2        252,346,069       20.9     126,173,035    1.99      6.8434       115.8       58.8
                                -        -----------       ----     -----------    ----      ------       -----       ----
TOTAL                         186     $1,207,865,664      100.0%   $  6,493,901    1.59x     7.3397%      132.0       66.3%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
                     DISTRIBUTION OF CUT-OFF DATE BALANCES
                                 LOAN GROUP TWO
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   DEBT  
                                                     PERCENTAGE OF               SERVICE    WEIGHTED    WEIGHTED
                                                       AGGREGATE      CURRENT    COVERAGE   AVERAGE     AVERAGE     WEIGHTED
                           NUMBER OF      CURRENT       CURRENT      PRINCIPAL    RATIO     MORTGAGE   REMAINING    AVERAGE 
RANGE OF CURRENT            MORTGAGE     PRINCIPAL     PRINCIPAL      BALANCE    WEIGHTED   INTEREST    TERM TO     CURRENT 
PRINCIPAL BALANCES           LOANS        BALANCE       BALANCE       AVERAGE    AVERAGE      RATE      MATURITY      LTV   
- ------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>     <C>                 <C>     <C>            <C>       <C>          <C>         <C>  
$  500,000 -    999,999         8       $  5,557,192        0.9%    $   694,649    1.54x     7.2258%      116.5       73.8%
 1,000,000 -  2,999,999        60        115,855,987       17.8       1,930,933    1.43      7.3437       115.9       72.4
 2,000,000 -  4,999,999        36        142,105,685       21.9       3,947,380    1.43      7.1846       115.8       73.3
 5,000,000 -  6,999,999        14         78,947,826       12.1       5,639,130    1.46      7.3677       115.7       73.4
 7,000,000 -  8,999,999         4         33,027,502        5.1       8,256,875    1.57      7.1961       115.2       70.5
 9,000,000 - 10,999,999         6         59,474,810        9.2       9,912,468    1.40      7.1775       109.2       74.7
11,000,000 - 12,999,999         2         24,604,425        3.8      12,302,213    1.37      6.8577       117.4       75.7
13,000,000 - 14,999,999         3         41,955,404        6.5      13,985,135    1.31      7.4918       118.7       74.4
21,000,000 - 22,999,999         2         43,277,411        6.7      21,638,705    1.39      7.4889       119.5       82.4
25,000,000 - 49,999,999         1         25,580,579        3.9      25,580,579    1.32      7.3900       119.0       79.9
50,000,000 - 99,999,999         1         79,836,798       12.3      79,836,798    1.39      8.5000       111.0       56.7
                                -         ----------       ----      ----------    ----      ------       -----       ----
TOTAL                         137        650,223,618      100.0%    $ 4,746,158    1.42x     7.4328%      115.2       72.1%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

AIMCO Multifamily Pool is split between Loan Group 1 ($29.3MM) and Loan 
Group 2 ($79.8MM)

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
              GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE BALANCE (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   WEIGHTED                                       
                                                                                   AVERAGE                  WEIGHTED              
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE               
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING              
                           NUMBER OF      CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
                            MORTGAGE     PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
STATE                      PROPERTIES     BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                            <C>     <C>                 <C>       <C>            <C>         <C>          <C>           <C>  
California                     41      $  294,180,915      15.8%     $ 7,175,144    1.51x       7.527%       116.4         67.5%
New York                       30         163,395,177       8.8        5,446,506    1.59        7.712        119.7         67.4
Texas                          48         157,647,067       8.5        3,284,314    1.65        7.212        134.2         70.1
Virginia                       22         127,969,209       6.9        5,816,782    1.39        7.199        125.0         72.3
Ohio                           19          98,304,399       5.3        5,173,916    1.46        7.580        117.9         71.4
Washington                     13          83,788,247       4.5        6,445,250    1.63        7.188        116.5         64.3
Florida                        25          67,733,797       3.6        2,709,352    1.41        7.387        130.6         74.2
Oregon                          8          62,941,850       3.4        7,867,731    1.68        7.208        116.3         62.8
Maryland                       14          58,683,810       3.2        4,191,701    1.45        7.431        125.8         68.3
Michigan                        9          52,149,850       2.8        5,794,428    1.42        7.637        158.0         70.1
Pennsylvania                    5          50,654,823       2.7       10,130,965    1.55        7.229        125.1         71.1
District of Columbia            2          48,887,613       2.6       24,443,807    1.66        6.774        119.9         45.8
Tennessee                      12          44,497,695       2.4        3,708,141    1.45        7.282        142.8         72.4
Wisconsin                       4          40,135,242       2.2       10,033,810    1.67        6.928        117.8         71.4
Oklahoma                        3          39,820,432       2.1       13,273,477    1.38        7.225        115.4         74.5
Puerto Rico                     2          38,377,755       2.1       19,188,878    1.62        7.893        113.9         66.9
New Mexico                     23          37,246,054       2.0        1,619,394    1.52        7.541        117.1         72.2
Massachusetts                  13          35,149,023       1.9        2,703,771    1.55        7.116        114.9         67.0
Georgia                        10          34,245,325       1.8        3,424,533    1.55        7.338        158.9         70.3
Louisiana                       9          33,964,040       1.8        3,773,782    1.46        7.331        141.0         73.6
Connecticut                    11          28,850,440       1.6        2,622,767    1.54        7.279        114.3         63.6
Illinois                        7          25,801,584       1.4        3,685,941    1.57        7.083        133.6         66.9
Arizona                         6          22,131,829       1.2        3,688,638    1.36        7.680        120.9         65.9
Kentucky                        9          20,300,455       1.1        2,255,606    1.45        7.517        212.9         72.4
Minnesota                       9          20,025,695       1.1        2,225,077    1.46        7.278        114.5         72.2
Idaho                           3          19,319,783       1.0        6,439,928    1.85        6.942        114.8         59.5
Colorado                        8          19,069,730       1.0        2,383,716    1.50        7.116        110.3         71.6
Arkansas                        5          15,919,238       0.9        3,183,848    1.42        7.631        124.2         68.7
Indiana                         4          14,654,090       0.8        3,663,523    1.44        8.139        143.5         62.4
Missouri                        2          13,463,766       0.7        6,731,883    1.95        6.901        135.1         62.7
Nebraska                        7          12,777,182       0.7        1,825,312    1.37        7.644        170.4         65.2
Utah                            4          11,606,330       0.6        2,901,582    1.79        7.159        115.2         60.0
South Carolina                  4          10,090,706       0.5        2,522,677    1.44        7.372        209.3         72.7
New Hampshire                   2           8,082,073       0.4        4,041,036    1.26        6.352        239.4         71.5
Iowa                            3           7,384,419       0.4        2,461,473    1.77        7.089        115.3         61.1
Nevada                          3           6,919,163       0.4        2,306,388    1.46        7.281        118.4         61.6
Alabama                         9           5,949,607       0.3          661,067    1.61        7.745        154.7         62.9
Rhode Island                    3           5,765,973       0.3        1,921,991    1.46        7.153        117.7         75.1
Vermont                         1           5,161,627       0.3        5,161,627    1.32        7.050        113.0         78.6
Kansas                          2           3,978,438       0.2        1,989,219    1.40        7.578        114.7         64.7
Mississippi                     3           3,334,171       0.2        1,111,390    1.38        7.215        115.4         74.3
West Virginia                   1           2,290,025       0.1        2,290,025    1.35        7.060        114.0         76.3
North Carolina                  1           2,094,922       0.1        2,094,922    1.50        7.760        118.0         67.6
New Jersey                      1           1,998,409       0.1        1,998,409    1.32        7.150        119.0         64.5
Delaware                        1           1,347,306       0.1        1,347,306    1.69        7.710        118.0         72.8
                              ---      --------------     -----      -----------    ----        -----        -----         ---- 
TOTAL                         421      $1,858,089,282     100.0%     $ 4,413,514    1.53x       7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not sum due to rounding. Information in this table is
    presented on the mortgaged property level based on allocated loan amounts
    and therefore may differ from information presented on the mortgage loan
    level.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE BALANCE
                                   AGGREGATE
- -------------------------------------------------------------------------------

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                               [MAP OF AMERICA]

                  WA        NE        WI        VT        NH  
                 4.51%     0.69%     2.16%     0.28%     0.43%
                                                              
                  OR        KS        IL        NY        MA  
                 3.39%     0.21%     1.39%     8.79%     1.89%
                                                              
                  CA        OK        MI        PA        RI  
                15.53%     2.14%     2.81%     2.73%     0.31%
                                                              
                  ID        TX        IN        WV        CT  
                 1.04%     8.48%     0.79%     0.12%     1.55%
                                                              
                  NV        MN        OH        VA        NJ  
                 0.37%     1.08%     5.29%     6.89%     0.11%
                                                              
                  UT        IA        KY        NC        DE  
                 0.62%     0.40%     1.09%     0.11%     0.07%
                                                                        
                  AZ        MO        TN        SC        MD  
                 1.19%     0.72%     2.39%     0.54%     3.16%
                                                                             
                  CO        AR        MS        GA        DC  
                 1.03%     0.86%     0.18%     1.84%     2.63%

                  NM        LA        AL        FL        PR       
                 2.00%     1.83%     0.32%     3.65%     2.07%     

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                                  [PIE CHART]

                             Other          Virginia 
                            46.56%            6.89%  
                                                     
                          California          Ohio   
                            15.83%            5.29%  
                                                     
                           New York        Washington
                             8.79%            4.51%  
                                                     
                             Texas           Florida 
                             8.48%            3.65%  

Totals may not sum due to rounding.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
             PROPERTY TYPE DISTRIBUTION BY CUT-OFF DATE BALANCE (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                                  [PIE CHART]

                            Other          Multifamily 
                            3.4%              15.8%    
                                                       
                           Retail          Industrial  
                            24.1%             13.1%    
                                                       
                           Lodging        Movie Theatre
                            16.6%             5.6%     
                                                       
                           Office          Healthcare  
                            16.2%             5.0%     
                           
<TABLE>
<CAPTION>
                                                                               DEBT                                     
                                                 PERCENTAGE OF               SERVICE    WEIGHTED    WEIGHTED            
                                                   AGGREGATE      CURRENT    COVERAGE   AVERAGE     AVERAGE     WEIGHTED
                   NUMBER OF        CURRENT         CURRENT      PRINCIPAL    RATIO     MORTGAGE   REMAINING    AVERAGE 
                    MORTGAGE       PRINCIPAL       PRINCIPAL      BALANCE    WEIGHTED   INTEREST    TERM TO     CURRENT 
PROPERTY TYPE      PROPERTIES       BALANCE         BALANCE       AVERAGE    AVERAGE      RATE      MATURITY      LTV   
- ------------------------------------------------------------------------------------------------------------------------
<S>                   <C>       <C>                   <C>       <C>            <C>       <C>          <C>        <C>  
Retail                117       $  448,570,520        24.1%     $ 3,833,936    1.36x     7.357%       132.8      74.1%
Lodging                73          308,373,239        16.6        4,224,291    1.55      7.498        139.9      66.9
Office                 52          301,143,993        16.2        5,791,231    1.41      7.219        114.7      71.7
Multifamily            72          294,077,744        15.8        4,084,413    1.39      7.610        120.4      69.5
Industrial             56          244,082,727        13.1        4,358,620    1.72      7.068        127.9      61.2
Movie Theatre           8          104,748,392         5.6       13,093,549    2.06      6.772        117.0      61.7
Healthcare             11           93,602,144         5.0        8,509,286    2.04      8.374        116.2      60.2
Other                  32           63,490,523         3.4        1,984,079    1.53      7.178        115.7      63.5
- -----                  --           ----------         ---        ---------    ----      -----        -----      ----
TOTAL                 421       $1,858,089,282       100.0%     $ 4,413,514    1.53x     7.372%       126.1      68.3%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
                                                
(a) Column totals may not sum due to rounding.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                         DISTRIBUTION OF PROPERTY TYPES
                                 LOAN GROUP ONE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               DEBT                                     
                                                 PERCENTAGE OF               SERVICE    WEIGHTED    WEIGHTED            
                                                   AGGREGATE      CURRENT    COVERAGE   AVERAGE     AVERAGE     WEIGHTED
                   NUMBER OF        CURRENT         CURRENT      PRINCIPAL    RATIO     MORTGAGE   REMAINING    AVERAGE 
                    MORTGAGE       PRINCIPAL       PRINCIPAL      BALANCE    WEIGHTED   INTEREST    TERM TO     CURRENT 
PROPERTY TYPE      PROPERTIES       BALANCE         BALANCE       AVERAGE    AVERAGE      RATE      MATURITY      LTV   
- ------------------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>                 <C>       <C>            <C>       <C>          <C>        <C>  
Lodging                65         $250,981,133        20.8%     $ 3,861,248    1.61x     7.3854%      144.9      64.6%
Retail                 67          224,908,374        18.6        3,356,841    1.27      7.4570       148.7      73.8
Office                 29          215,115,878        17.8        7,417,789    1.37      7.1996       116.0      72.5
Industrial             42          207,659,656        17.2        4,944,278    1.77      7.0210       130.1      59.5
Movie Theatre           8          104,748,392         8.7       13,093,549    2.06      6.7720       117.0      61.7
Healthcare             10           91,087,010         7.5        9,108,701    2.06      8.3874       116.2      60.4
Multifamily            12           58,835,141         4.9        4,902,928    1.35      7.9323       144.7      66.4
Other                  26           54,530,079         4.5        2,097,311    1.58      7.1136       115.9      62.2
                       --           ----------         ---        ---------    ----      ------       -----      ----
TOTAL/WEIGHTED
 AVERAGE              259       $1,207,865,664       100.0%     $ 4,663,574    1.59x     7.3397%      132.0      66.3%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
                         DISTRIBUTION OF PROPERTY TYPES
                                 LOAN GROUP TWO
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                               DEBT                                     
                                                 PERCENTAGE OF               SERVICE    WEIGHTED    WEIGHTED            
                                                   AGGREGATE      CURRENT    COVERAGE   AVERAGE     AVERAGE     WEIGHTED
                   NUMBER OF        CURRENT         CURRENT      PRINCIPAL    RATIO     MORTGAGE   REMAINING    AVERAGE 
                    MORTGAGE       PRINCIPAL       PRINCIPAL      BALANCE    WEIGHTED   INTEREST    TERM TO     CURRENT 
PROPERTY TYPE      PROPERTIES       BALANCE         BALANCE       AVERAGE    AVERAGE      RATE      MATURITY      LTV   
- ------------------------------------------------------------------------------------------------------------------------
<S>                    <C>       <C>                  <C>       <C>            <C>       <C>          <C>        <C>  
Multifamily            60        $235,242,603         36.2%     $3,920,710     1.41x     7.5297       114.4      70.3%
Retail                 50         223,662,146         34.4       4,473,243     1.44      7.2568       116.9      74.4
Office                 23          86,028,115         13.2       3,740,353     1.50      7.2660       111.3      69.6
Lodging                 8          57,392,106          8.8       7,174,013     1.26      7.9901       118.1      76.8
Industrial             14          36,423,071          5.6       2,601,648     1.45      7.3388       115.4      70.9
Other                   6           8,960,443          1.4       1,493,407     1.22      7.5669       114.5      71.7
Healthcare              1           2,515,134          0.4       2,515,134     1.38      7.8800       118.0      50.3
                        -           ---------          ---       ---------     ----      ------       -----      ----
TOTAL/WEIGHTED
 AVERAGE              162        $650,223,618        100.0%     $4,013,726     1.42x     7.4328%      115.2      72.1%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

AIMCO Multifamily Pool is split between Loan Group 1 ($29.3MM) and Loan 
Group 2 ($79.8MM)

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                        DEBT SERVICE COVERAGE RATIO (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

o   Weighted Average Current Debt Service Coverage Ratio: 1.53x

o   95.7% of the Portfolio has Debt Service Coverage Ratio greater than or
    equal to 1.20x

<TABLE>
<CAPTION>
                                                                                   WEIGHTED                                       
                                                                                   AVERAGE                  WEIGHTED              
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE               
APPROXIMATE                                           OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING              
RANGE OF CURRENT        NUMBER OF         CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
DEBT SERVICE             MORTGAGE        PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
COVERAGE RATIOS           LOANS           BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>                 <C>       <C>             <C>        <C>          <C>           <C>  
1.00 - 1.09(b)               4         $    6,920,398      0.4%      $  1,730,100    1.02x      6.924%       216.4         91.3%
1.10 - 1.19                 11             72,429,060      3.9          6,584,460    1.16       7.697        128.0         78.0
1.20 - 1.29                 51            218,347,910     11.8          4,281,332    1.26       7.413        131.0         74.4
1.30 - 1.39                 87            547,504,851     29.5          6,293,159    1.35       7.532        127.1         69.6
1.40 - 1.49                 61            285,264,286     15.4          4,676,464    1.43       7.261        123.0         72.3
1.50 - 1.59                 44            211,579,107     11.4          4,808,616    1.54       7.344        125.2         70.7
1.60 - 1.69                 30             71,959,114      3.9          2,398,637    1.65       7.346        138.6         70.7
1.70 - 1.79                 12             74,164,433      4.0          6,180,369    1.71       7.028        133.6         52.5
1.80 - 1.89                  8             38,794,976      2.1          4,849,372    1.82       7.898        126.8         61.3
1.90 - 1.99                  5            170,698,662      9.2         34,139,732    1.94       6.935        117.4         57.2
2.00 - 2.09                  1            104,748,392      5.6        104,748,392    2.06       6.772        117.0         61.7
2.10 - 2.19                  1              8,000,000      0.4          8,000,000    2.14       7.220        112.0         49.4
2.20 - 2.29                  3             20,305,133      1.1          6,768,378    2.27       8.616        116.5         56.1
2.30 - 2.39                  1              1,669,271      0.1          1,669,271    2.31       7.790        238.0         59.2
2.40 - 2.49                  1              1,395,552      0.1          1,395,552    2.41       7.130        179.0         45.8
2.50 - 2.85                  2             24,308,138      1.3         12,154,069    2.81       9.062        117.4         60.1
                           ---         --------------    -----         ----------    ----       -----        -----         ----
TOTAL                      322         $1,858,089,282    100.0%      $  5,770,464    1.53x      7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a)  Column totals may not add due to rounding.
(b)  Credit tenant loan.

- -------------------------------------------------------------------------------
                      CUT-OFF DATE LOAN TO VALUE RATIO (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

o   Weighted Average Cut-off Date Loan to Value Ratio: 68.3%(b)

<TABLE>
<CAPTION>
                                                                                  WTD, AVG,                                       
                                                       PERCENTAGE                  CURRENT     WEIGHTED    WTD. AVG.
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING
                        NUMBER OF         CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED
RANGE OF LOAN            MORTGAGE        PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE 
TO VALUE RATIOS           LOANS           BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>       <C>                 <C>       <C>             <C>        <C>          <C>           <C>  
30.00 - 49.99                8         $   61,974,755      3.3%      $ 7,746,844     1.81x      6.871%       125.6         44.1%
50.00 - 59.99               23            380,361,003     20.5        16,537,435     1.70       7.648        121.5         56.5
60.00 - 64.99               33            245,764,460     13.2         7,447,408     1.87       7.275        120.5         62.2
65.00 - 69.99               44            145,239,405      7.8         3,300,896     1.46       7.351        136.9         67.9
70.00 - 74.99              120            558,107,171     30.0         4,650,893     1.40       7.323        129.4         72.5
75.00 - 79.99               71            351,099,536     18.9         4,945,064     1.36       7.312        123.4         78.2
80.00 - 89.99               21            111,968,842      6.0         5,331,850     1.29       7.397        129.9         83.1
90.00 - 99.99                2              3,574,111      0.2         1,787,055     1.00       7.040        224.5         97.0
                             -              ---------      ---         ---------     ----       -----        -----         ----
TOTAL                      322         $1,858,089,282    100.0%      $ 5,770,464     1.53x      7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.
(b) Ratio of Cut-Off Date Balance over appraised value at origination.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                  REMAINING AMORTIZATION TERM (IN MONTHS) (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   WEIGHTED                                       
                                                                                   AVERAGE                  WEIGHTED              
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE               
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING              
RANGE OF                NUMBER OF         CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
AMORTIZATION             MORTGAGE        PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
TERMS (MONTHS)            LOANS           BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>                   <C>       <C>            <C>         <C>          <C>           <C>  
Interest Only                3       $   66,572,000        3.6%      $22,190,667    1.70x       6.843%       117.2         45.6%
131 - 150                    1            1,180,618        0.1         1,180,618    1.68        8.170        140.0         58.3
171 - 190                    6           13,612,708        0.7         2,268,785    1.37        7.143        156.0         66.5
191 - 210                    1            1,657,162        0.1         1,657,162    1.20        6.970        210.0         78.9
211 - 230                    4            7,957,917        0.4         1,989,479    1.21        7.666        223.5         84.2
231 - 250                   51          141,418,051        7.6         2,772,903    1.46        7.441        219.9         68.7
251 - 270                    2           11,303,406        0.6         5,651,703    1.32        7.327        248.9         77.1
271 - 290                    5           18,967,814        1.0         3,793,563    1.36        8.210        119.9         75.8
291 - 310                   94          542,975,024       29.2         5,776,330    1.66        7.447        116.9         65.7
311 - 330                    3          116,284,819        6.3        38,761,606    1.39        8.424        111.2         57.9
331 - 360                  152          936,159,762       50.4         6,158,946    1.48        7.210        117.1         72.3
                           ---       --------------      -----       -----------    ----        -----        -----         ----
TOTAL                      322       $1,858,089,282      100.0%      $ 5,770,464    1.53x       7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.

- -------------------------------------------------------------------------------
                           CURRENT MORTGAGE RATES (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   WEIGHTED                                       
                                                                                   AVERAGE                  WEIGHTED              
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE               
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING              
                        NUMBER OF         CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
RANGE OF MORTGAGE        MORTGAGE        PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
RATES                     LOANS           BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>      <C>                  <C>        <C>            <C>         <C>          <C>           <C>  
6.160% - 6.999%             39       $  474,213,120       25.5%      $12,159,311    1.78x       6.822%       121.0         62.5%
7.000  - 7.499             183          883,700,725       47.6         4,828,966    1.40        7.250        124.3         72.4
7.500  - 7.999              77          236,630,349       12.7         3,073,121    1.50        7.678        156.5         69.6
8.000  - 8.499              17          115,469,823        6.2         6,792,343    1.40        8.219        113.8         71.2
8.500  - 8.999               4          116,637,027        6.3        29,159,257    1.39        8.512        114.1         57.8
9.000  - 9.499               2           31,438,237        1.7        15,719,119    2.66        9.470        117.0         59.5
                           ---       --------------      -----       -----------    ----        -----        -----         ---- 
TOTAL                      322       $1,858,089,282      100.0%      $ 5,770,464    1.53x       7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             AMORTIZATION TYPES (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   WEIGHTED                                       
                                                                                   AVERAGE                  WEIGHTED              
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE               
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING              
                        NUMBER OF         CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
                         MORTGAGE        PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
AMORTIZATION TYPE         LOANS           BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>                 <C>        <C>            <C>         <C>          <C>           <C>  
Balloon                    248        $1,195,029,962      64.3%      $ 4,818,669    1.46x       7.487%       116.7         69.6%
Fully Amortizing            55           153,209,421       8.3         2,785,626    1.43        7.403        232.2         70.5
Hyperamortizing             19           509,849,899      27.4        26,834,205    1.73        7.093        116.4         64.5
                           ---        --------------     -----       -----------    ----        -----        -----         ---- 
TOTAL                      322        $1,858,089,282     100.0%      $ 5,770,464    1.53x       7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.

- -------------------------------------------------------------------------------
                       DISTRIBUTION OF AMORTIZATION TYPES
                                 LOAN GROUP ONE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     DEBT                                        
                                                      PERCENTAGE OF                SERVICE     WEIGHTED     WEIGHTED             
                                                        AGGREGATE      CURRENT     COVERAGE    AVERAGE      AVERAGE      WEIGHTED
                        NUMBER OF         CURRENT        CURRENT      PRINCIPAL     RATIO      MORTGAGE    REMAINING     AVERAGE 
                         MORTGAGE        PRINCIPAL      PRINCIPAL      BALANCE     WEIGHTED    INTEREST     TERM TO      CURRENT 
AMORTIZATION TYPE         LOANS           BALANCE        BALANCE       AVERAGE     AVERAGE       RATE       MATURITY       LTV   
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>                 <C>        <C>            <C>         <C>          <C>           <C>  
Balloon                    116        $  580,540,320      48.1%      $ 5,004,658    1.50x       7.5373%      118.5         67.4%
Fully Amortizing            55           153,209,421      12.7         2,785,626    1.43        7.4031       232.2         70.5
Hyperamortizing             15           474,115,923      39.3        31,607,728    1.75        7.0773       116.3         63.5
                            --           -----------      ----        ----------    ----        ------       -----         ----
TOTAL                      186        $1,207,865,664     100.0%      $ 6,493,901    1.59x       7.3397%      132.0         66.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
                       DISTRIBUTION OF AMORTIZATION TYPES
                                 LOAN GROUP TWO
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     DEBT                                        
                                                      PERCENTAGE OF                SERVICE     WEIGHTED     WEIGHTED             
                                                        AGGREGATE      CURRENT     COVERAGE    AVERAGE      AVERAGE      WEIGHTED
                        NUMBER OF         CURRENT        CURRENT      PRINCIPAL     RATIO      MORTGAGE    REMAINING     AVERAGE 
                         MORTGAGE        PRINCIPAL      PRINCIPAL      BALANCE     WEIGHTED    INTEREST     TERM TO      CURRENT 
AMORTIZATION TYPE         LOANS           BALANCE        BALANCE       AVERAGE     AVERAGE       RATE       MATURITY       LTV   
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>                <C>        <C>            <C>         <C>          <C>           <C>  
Balloon                    133         $614,489,642       94.5%      $ 4,620,223    1.42x       7.4401%      115.1         71.7%
Hyperamortizing              4           35,733,976        5.5         8,933,494    1.34        7.3058       117.9         78.9
                             -           ----------        ---         ---------    ----        ------       -----         ----
TOTAL                      137         $650,223,618      100.0%      $ 4,746,158    1.42x       7.4328%      115.2         72.1%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

AIMCO MULTIFAMILY POOL IS SPLIT BETWEEN LOAN GROUP 1 ($29.3MM) AND LOAN 
GROUP 2 ($79.8MM)

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
         DISTRIBUTION OF REMAINING TERM TO MATURITY (IN MONTHS) (a) (b)
                                   AGGREGATE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   WEIGHTED                                       
                                                                                   AVERAGE                  WEIGHTED              
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING
RANGE OF REMAINING      NUMBER OF         CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
TERM TO MATURITY         MORTGAGE        PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
(MONTHS)                  LOANS           BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>                  <C>        <C>           <C>         <C>           <C>          <C>  
69 - 84                      4        $   35,215,338       1.9%       $8,803,835    1.22x       7.831%        74.1         77.5%
85 - 121                   253         1,626,508,777      87.5         6,428,888    1.55        7.356        116.1         67.7
133 - 200                   16            53,515,610       2.9         3,344,726    1.33        7.427        172.1         73.1
201 - 240                   46           127,401,542       6.9         2,769,599    1.43        7.446        235.1         70.3
241 - 251                    3            15,448,016       0.8         5,149,339    1.34        7.220        248.9         76.2
                           ---            ----------       ---         ---------    ----        -----        -----         ----
TOTAL                      322        $1,858,089,282     100.0%       $5,770,464    1.53x       7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.
(b) "Maturity" means the stated maturity date or, with respect to any
    Hyper-Amortization Loan, its Anticipated Repayment Date.

- -------------------------------------------------------------------------------
                   DISTRIBUTION OF REMAINING TERM TO MATURITY
                                 LOAN GROUP ONE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     DEBT                                        
                                                      PERCENTAGE OF                SERVICE     WEIGHTED     WEIGHTED
                                                        AGGREGATE      CURRENT     COVERAGE    AVERAGE      AVERAGE      WEIGHTED
RANGE OF REMAINING      NUMBER OF         CURRENT        CURRENT      PRINCIPAL     RATIO      MORTGAGE     ORIGINAL     AVERAGE 
TERM TO MATURITY         MORTGAGE        PRINCIPAL      PRINCIPAL      BALANCE     WEIGHTED    INTEREST     TERM TO      CURRENT 
(MONTHS)                  LOANS           BALANCE        BALANCE       AVERAGE     AVERAGE       RATE       MATURITY       LTV   
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>      <C>                  <C>        <C>           <C>         <C>           <C>          <C>  
69 - 84                      3        $   24,535,738       2.0%       $8,178,579    1.20x       8.0489%       71.1         76.7%
85 - 121                   118           986,964,759      81.7         8,364,108    1.64        7.3055       116.2         64.9
133 - 200                   16            53,515,610       4.4         3,344,726    1.33        7.4266       172.1         73.1
201 - 240                   46           127,401,542      10.6         2,769,599    1.43        7.4463       235.1         70.3
241 - 251                    3            15,448,016       1.3         5,149,339    1.34        7.2199       248.9         76.2
                             -            ----------       ---         ---------    ----        ------       -----         ----
TOTAL                      186        $1,207,865,664     100.0%       $6,493,901    1.59x       7.3397%      132.0         66.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
                   DISTRIBUTION OF REMAINING TERM TO MATURITY
                                 LOAN GROUP TWO
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                     DEBT                                        
                                                      PERCENTAGE OF                SERVICE     WEIGHTED     WEIGHTED
                                                        AGGREGATE      CURRENT     COVERAGE    AVERAGE      AVERAGE      WEIGHTED
RANGE OF REMAINING      NUMBER OF         CURRENT        CURRENT      PRINCIPAL     RATIO      MORTGAGE     ORIGINAL     AVERAGE 
TERM TO MATURITY         MORTGAGE        PRINCIPAL      PRINCIPAL      BALANCE     WEIGHTED    INTEREST     TERM TO      CURRENT 
(MONTHS)                  LOANS           BALANCE        BALANCE       AVERAGE     AVERAGE       RATE       MATURITY       LTV   
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>                 <C>       <C>            <C>         <C>           <C>          <C>  
81 - 84 months               1         $ 10,679,600        1.6%      $10,679,600    1.26x       7.3300%       81.0         79.4%
85 - 121 months            136          639,544,018       98.4         4,702,530    1.42        7.4345       115.8         72.0
                           ---          -----------       ----       -----------    ----        ------       -----         ----
TOTAL                      137         $650,223,618      100.0%      $ 4,746,158    1.42x       7.4328%      115.2         72.1%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

AIMCO Multifamily Pool is split between Loan Group 1 ($29.3MM) and Loan Group 2
($79.8MM)

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                            YEAR OF ORIGINATION (a)
                                   AGGREGATE
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                   WEIGHTED                                       
                                                                                   AVERAGE                  WEIGHTED              
                                                       PERCENTAGE                  CURRENT     WEIGHTED     AVERAGE               
                                                      OF AGGREGATE     AVERAGE       DEBT      AVERAGE     REMAINING              
                        NUMBER OF         CURRENT       CURRENT        CURRENT     SERVICE     MORTGAGE     TERM TO      WEIGHTED 
                         MORTGAGE        PRINCIPAL     PRINCIPAL      PRINCIPAL    COVERAGE    INTEREST     MATURITY     AVERAGE  
ORIGINATION YEAR          LOANS           BALANCE       BALANCE        BALANCE      RATIO        RATE        (MOS)     CURRENT LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>        <C>                  <C>       <C>             <C>        <C>          <C>           <C>  
1998                       308        $1,651,740,610       88.89%    $ 5,362,794     1.55       7.273%       125.1         68.9%
1997                        14           206,348,672       11.11      14,739,191     1.34       8.169        134.2         63.7
                           ---        --------------      ------     -----------     ----       -----        -----         ---- 
TOTAL                      322        $1,858,089,282      100.00%    $ 5,770,464     1.53       7.372%       126.1         68.3%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Column totals may not add due to rounding.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.


<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                              AMERICOLD POOL LOAN
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                               LOAN INFORMATION
- -------------------------------------------------------------------------------

PRINCIPAL BALANCE (1):                 ORIGINAL         CUT-OFF DATE (2)
                                       --------         ----------------
                                    $ 148,500,000        $ 147,797,179

ORIGINATION DATE:                   April 22, 1998

INTEREST RATE:                      6.894% (Act/360)

AMORTIZATION:                       25 years

HYPERAMORTIZATION:                  After the ARD, interest rate increases to
                                    8.894% and all excess cash flow is used to
                                    reduce outstanding principal balance; the
                                    additional 2% interest is accrued until
                                    principal balance is zero

ANTICIPATED REPAYMENT DATE 
("ARD"):                            May 11, 2008

MATURITY DATE:                      May 11, 2023

THE BORROWER/SPONSOR:               Americold Real Estate, L.P., a
                                    limited-purpose entity affiliated with
                                    Vornado Realty L.P. and Crescent Real
                                    Estate Equities Company

CALL PROTECTION:                    Two-year prepayment lockout from the date
                                    of securitization with U.S. Treasury
                                    defeasance thereafter until one payment
                                    date prior to the ARD

CUT-OFF DATE
LOAN/SF (3):                        $50

UP-FRONT RESERVES (3):              Deferred Maintenance:  $1,948,178

ONGOING RESERVES (3):               CapEx:  $6,534,838/year
                                    Low Debt Service: cash flow in excess of
                                    debt service is escrowed if the DSCR falls
                                    below 1.25x.

COLLECTION ACCOUNT:                 Hard Lockbox

CROSS-COLLATERALIZATION/ DEFAULT:   Yes

PARTNER LOANS:                      None

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                             PROPERTY INFORMATION
- -------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:             Portfolio of 29 assets

PROPERTY TYPE:                      Refrigerated Distribution / Warehouse

PROPERTY LOCATION BY ALLOCATED
LOAN AMOUNT:

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                                  [PIE CHART]

                   Oregon          Massachusetts         Georgia
                   19.13%              8.55%              2.06% 
                                                                
                 Washington         California          Colorado
                   17.23%              6.65%              1.19% 
                                                                
                Pennsylvania           Utah              Florida
                   11.06%              5.34%              0.55% 
                                                        
                    Idaho            Illinois   
                   10.66%              4.73%    
                                                
                  Wisconsin            Iowa     
                    9.18%              3.68%    
                                                    
YEARS BUILT:                        1946-1996

THE COLLATERAL:                     29 cold storage warehouses

                                    SF:            5,897,736
                                    Cubic Feet:  155,507,330

PROPERTY MANAGEMENT:                Americold Corporation
                                    (dba Americold Logistics)

1997 NET OPERATING INCOME (3):      $56,460,577

UNDERWRITTEN NET CASH FLOW (3):     $48,889,852

APPRAISED VALUE:                    $520,600,000

APPRAISED BY:                       Landauer Associates

APPRAISAL DATE:                     March 1, 1998

CUT-OFF DATE LTV (3):               56.8%

DSCR (4):                           1.94x

- -------------------------------------------------------------------------------
(1) A single note, representing 50% of the $297,000,000 loan (Note B), is being
    contributed to the trust, the other 50% note (Note A) was securitized in GS
    Mortgage Securities Corporation II's Commercial Mortgage Pass-Through
    Certificates, Series 1998-GL II. Notes A & B are pari-passu.
(2) October 1, 1998 (after giving effect to the payment due October 11, 1998).
(3) Assuming a $295,594,358 Cut-Off Date Loan Amount (combined Notes A & B).
(4) Based on Underwritten Net Cash Flow and the actual loan constant.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                              AMERICOLD POOL LOAN
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           PROPERTY DESCRIPTION
- -----------------------------------------------------------------------------------------------------------
                                                              YEAR BUILT/ 
    PROPERTY        LOCATION              PROPERTY TYPE        RENOVATED    SQUARE FOOTAGE   CUBIC FOOTAGE
- -----------------------------------------------------------------------------------------------------------
<S> <C>             <C>              <C>                       <C>              <C>             <C>      
1.  Ash Street      Denver, CO       Regional Distribution     1976/1980        114,222         2,750,000
2.  Bettendorf      Bettendorf, IA   Regional Distribution     1973/1977        336,000         8,848,000
3.  Boston          Boston, MA       Regional Distribution       1969           188,007         3,067,994
4.  Burley          Burley, ID       Captive Production        1959/1996        277,626        10,722,101
5.  Burlington      Burlington, WA   Captive Production        1965/1968        194,000         4,655,000
6.  Clearfield      Clearfield, UT   National Distribution     1973/1978        358,400         8,601,600
7.  Connell         Connell, WA      Captive Production        1969/1971        235,200         5,644,800
8.  Main Street     Gloucester, MA   Regional Production       1961/1973         63,952         1,862,768
9.  Fogelsville     Fogelsville, PA  National Distribution     1976/1997        683,914        21,623,336
10. Ft. Dodge       Fort Dodge, IA   Regional Distribution     1979/1980        155,811         3,739,464
11. Hermiston       Hermiston, OR    Captive Production          1975           168,000         4,032,000
12. Jesse St.       Los Angeles, CA  National Distribution     1954/1980        141,600         2,682,400
13. Lois Avenue     Tampa, FL        Regional Distribution       1953            21,820           400,000
14. Milwaukie       Milwaukie, OR    Regional Distribution     1958/1986        163,026         4,688,624
15. Moses Lake      Moses Lake, WA   Captive Production        1967/1979        302,400         7,257,600
16. Nampa           Nampa, ID        Regional Production       1946/1974        364,000         7,981,000
17. Plant City      Plant City, FL   Regional Production         1956            33,600           750,000
18. Plover          Plover, WI       Captive Production        1978/1981        384,400         9,363,200
19. Rail Road Ave.  Gloucester, MA   Regional Production         1964            11,923           270,480
20. Rochelle        Rochelle, IL     National Distribution       1995           179,712         6,020,352
21. Rogers St.      Gloucester, MA   Regional Production         1967            96,606         2,823,256
22. Rowe Square     Gloucester, MA   Regional Production       1955/1969         74,713         2,387,465
23. Salem           Salem, OR        Regional Production       1963/1981        498,400        12,487,600
24. Southgate       Atlanta, GA      National Distribution       1996           100,714         3,726,418
25. Turlock 2       Turlock, CA      Regional Production         1985           106,400         3,024,000
26. Walla Walla     Walla Walla, WA  Regional Production       1960/1968        140,000         3,136,000
27. Wallula         Wallula, WA      Captive Production          1981            40,000         1,200,000
28. Watsonville     Watsonville, CA  Captive Production          1985           185,980         5,448,500
29. Woodburn        Woodburn, OR     Regional Production       1952/1979        277,440         6,313,372
- -----------------------------------------------------------------------------------------------------------
    TOTAL                                                                     5,897,736       155,507,330
- -----------------------------------------------------------------------------------------------------------
</TABLE>

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                              AMERICOLD POOL LOAN
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------------------------------------------
                     CUT-OFF DATE ALLOCATED                             WTD. AVG.          UNDERWRITTEN
    PROPERTY              LOAN AMOUNT         APPRAISED VALUE      CUT-OFF DATE LTV (1)   NET CASH FLOW     DSCR
- -------------------------------------------------------------------------------------------------------------------
<S> <C>                  <C>                  <C>                         <C>              <C>              <C>  
1.  Ash Street           $    1,760,166       $    6,200,000              56.8%            $     462,849    1.55x
2.  Bettendorf                4,088,128           14,400,000              56.8                 1,088,267    1.57
3.  Boston                    2,100,844            7,400,000              56.8                   606,267    1.70
4.  Burley                    9,964,811           35,100,000              56.8                 4,653,746    2.75
5.  Burlington                4,485,585           15,800,000              56.8                 1,783,553    2.34
6.  Clearfield                7,892,358           27,800,000              56.8                 3,016,924    2.25
7.  Connell                   6,501,259           22,900,000              56.8                 2,368,940    2.14
8.  Main Street               2,356,352            8,300,000              56.8                   714,605    1.78
9.  Fogelsville              16,352,512           57,600,000              56.8                 2,139,954    0.77
10. Ft. Dodge                 1,348,514            4,750,000              56.8                   346,861    1.51
11. Hermiston                 6,671,598           23,500,000              56.8                 2,739,870    2.41
12. Jesse St.                 2,072,454            7,300,000              56.8                   685,951    1.95
13. Lois Avenue                 127,754              450,000              56.8                    67,936    3.13
14. Milwaukie                 5,365,668           18,900,000              56.8                 2,131,188    2.34
15. Moses Lake                9,709,303           34,200,000              56.8                 3,561,526    2.16
16. Nampa                     5,791,515           20,400,000              56.8                   680,270    0.69
17. Plant City                  681,355            2,400,000              56.8                   186,202    1.61
18. Plover                   13,570,313           47,800,000              56.8                 5,024,753    2.18
19. Rail Road Ave.              652,965            2,300,000              56.8                   164,781    1.48
20. Rochelle                  6,983,885           24,600,000              56.8                 2,872,681    2.42
21. Rogers St.                3,463,553           12,200,000              56.8                 1,064,918    1.81
22. Rowe Square               4,059,738           14,300,000              56.8                 1,321,472    1.91
23. Salem                     9,255,067           32,600,000              56.8                 3,364,696    2.14
24. Southgate                 3,037,706           10,700,000              56.8                   352,282    0.68
25. Turlock 2                 2,583,470            9,100,000              56.8                   942,005    2.14
26. Walla Walla               2,838,978           10,000,000              56.8                   973,992    2.02
27. Wallula                   1,930,505            6,800,000              56.8                   833,766    2.53
28. Watsonville               5,166,940           18,200,000              56.8                 2,001,777    2.28
29. Woodburn                  6,983,885           24,600,000              56.8                 2,737,821    2.30
- -------------------------------------------------------------------------------------------------------------------
    TOTAL/WEIGHTED 
    AVERAGE                $147,797,179         $520,600,000 (2)          56.8%              $48,889,852    1.94x
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Assuming a $295,594,358 Cut-Off Date Loan Amount (combined Notes A & B).
(2) March 1, 1998 appraisal date.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                              AMERICOLD POOL LOAN
- -------------------------------------------------------------------------------

                                  LOCATION MAP
                                  ------------

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                               [MAP OF AMERICA]

                          WA      UT      IL      GA
                           5       1       1       1
                                                    
                          OR      CO      MA      FL
                           4       1       5       2
                                                  
                          CA      IA      PA
                           3       2       1
                                            
                          ID      WI      MD
                           2       1       1

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                          AIMCO MULTIFAMILY POOL LOAN
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                                LOAN INFORMATION
- -------------------------------------------------------------------------------

PRINCIPAL BALANCE:                  ORIGINAL                 CUT-OFF DATE  (1)
                                  $110,000,000                  $109,149,602

ORIGINATION DATE:                 December 29, 1997 (Amendment Date)

INTEREST RATE:                    8.50% (Act / 360)

TERM / AMORTIZATION:              120 Months / 319 months

HYPERAMORTIZATION:                None

ANTICIPATED REPAYMENT DATE
("ARD"):                          NA

MATURITY DATE:                    January 1, 2008

THE BORROWER /                    VMS National Properties, an Illinois general 
SPONSOR (2):                      partnership formed for the purpose of owning,
                                  operating, maintaining and managing the
                                  Properties. The Borrower is ultimately owned
                                  by Insignia Financial Group

CALL PROTECTION:                  Nine-year prepayment lockout from the date of
                                  origination; freely prepayable thereafter

CUT-OFF DATE LOAN / UNIT:         $36,887 / unit

RESERVES:                         Upfront Cap Ex Reserve:  $2,046,765
                                  Ongoing Cap Ex Reserve: Monthly, in an amount
                                  equivalent to 1/12th of $300 / unit

COLLECTION ACCOUNT:               Modified Lockbox

CROSS-COLLATERALIZATION /
CROSS-DEFAULT:                    Yes / No

MEZZANINE DEBT:                   $30,403,848 (as of the Cut-Off Date) second
                                  mortgage financing, payable from free cash
                                  flow only

PHANTOM DEBT:                     $42,224,512 (as of the Cut-Off Date) arising
                                  from debt forgiven pursuant to a previously
                                  approved bankruptcy reorganization plan.
                                  Assuming the Senior Debt and the Mezzanine
                                  Debt are repaid as agreed at maturity,
                                  Phantom Debt will be extinguished. Phantom
                                  Debt becomes due and payable after an event
                                  of default

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                             PROPERTY INFORMATION
- -------------------------------------------------------------------------------

SINGLE ASSET / PORTFOLIO:         Portfolio of 15 assets

PROPERTY TYPE:                    Multi-Family

PROPERTY LOCATION BY
ALLOCATED LOAN AMOUNT:

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                                  [PIE CHART]

                             West         Southeast
                             71.3%          4.7%   
                                                   
                            Midwest         East   
                             12.8%          11.2%  

YEARS BUILT:                      1968 - 1978

THE COLLATERAL:                   15 multifamily properties located in
                                  California, Arizona, Oregon, Texas, Indiana,
                                  Arkansas, Louisiana, Nebraska and Maryland
                                  Units:                   2,959

NET LEASE LESSEE:                 Insignia Residential Group, L.P.

UNDERWRITTEN NET CASH FLOW:       $14,695,605

APPRAISED VALUE:                  $178,350,000

APPRAISED BY:                     Crosson Dannis, Inc.

APPRAISAL DATE:                   September, 1998

SENIOR
CUT-OFF DATE LTV (3):             61.2%

COMBINED
CUT-OFF DATE LTV (3):             78.3%

SENIOR DSCR (4)(5):               1.39x

- -------------------------------------------------------------------------------
(1) October 1, 1998 (after giving effect to the payment due October 1, 1998).
(2) While VMS National Properties is currently ultimately owned by Insignia
    Financial Group (NYSE: IFS), Insignia has recently announced its intention
    to merge with Apartment Investment & Management Co. (AIMCO, NYSE: AIV),
    which would create the largest manager of apartment communities in the US
(3) Calculated using Senior Principal Balance as of the Cut-Off Date and
    Appraised Value
(4) Calculated using Senior Principal Balance and Mezzanine Principal Balance
    as of the Cut-Off Date and Appraised Value (5) Calculated using
    Underwritten Net Cash Flow and the actual senior loan constant.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                          AIMCO MULTIFAMILY POOL LOAN
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                        PROPERTY DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
                                                               CUT-OFF DATE
                                                YEAR BUILT/      ALLOCATED         APPRAISED      CUT-OFF    UNDERWRITTEN
      PROPERTY                LOCATION           RENOVATED      LOAN AMOUNT          VALUE       DATE LTV   NET CASH FLOW    DSCR
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>         <C>               <C>               <C>      <C>              <C>  
Scotchollow Apts.          San Mateo, CA           1971        $  29,312,804     $ 55,500,000      52.8%    $  4,353,732     1.54x
Pathfinder Apts.           Fremont, CA             1971           13,543,952       26,000,000      52.1        1,761,592     1.35
Towers of Westchester      College Park, MD        1968           12,191,075       17,000,000      71.7        1,575,196     1.34
Mountain View Apts.        San Dimas, CA           1978            7,200,564       10,650,000      67.6          968,936     1.39
North Park Apts.           Evansville, IN         1970/74          6,290,057        8,400,000      74.9          816,008     1.34
Forest Ridge Apts.         Flagstaff, AZ          1968/75          5,935,726        8,600,000      69.0          757,292     1.32
Crosswood Park Apts.       Citrus Heights, CA      1977            5,601,533       10,000,000      56.0          864,990     1.60
Buena Vista Apts.          Pasadena, CA            1973            4,983,690        8,500,000      58.6          696,815     1.45
Terrace Garden Townhomes   Omaha, NE               1971            4,466,847        6,250,000      71.5          598,065     1.39
Casa De Monterey           Norwalk, CA             1970            4,126,447        5,700,000      72.4          440,107     1.10
The Bluffs Apts.           Milwaukie, OR           1969            3,746,170        5,925,000      63.3          523,941     1.45
Vista Village Apts.        El Paso, TX             1971            3,341,728        3,650,000      91.6          236,604     0.73
Chapelle La Grande         Merrillville, IN        1973            3,228,160        4,300,000      75.1          380,549     1.22
Watergate Apts.            Little Rock, AR         1973            2,915,638        4,500,000      64.8          368,468     1.31
Shadow-Wood Apts.          Monroe, LA              1974            2,265,209        3,350,000      67.6          353,310     1.61
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL/ WTD. AVG.                                 1968-1978      $109,149,600     $178,350,000(1)   61.2%     $14,695,605     1.39x
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) September 1998, Appraisal Date

<TABLE>
<CAPTION>
                                         PROPERTY DESCRIPTION
- -------------------------------------------------------------------------------------------------------------
                             8/31/1998    NUMBER    AVG. RENTAL     % ONE      % TWO     % THREE
      PROPERTY               OCCUPANCY   OF UNITS   RATE / UNIT    BEDROOM    BEDROOM    BEDROOM   % OTHER
- -------------------------------------------------------------------------------------------------------------
<S>                             <C>         <C>        <C>          <C>         <C>         <C>       <C> 
Scotchollow Apts.               97.0%       418        $1,336       74.6%       16.8%        -        8.6%
Pathfinder Apts.                97.0        246         1,221        -          57.7        42.3%      -
Towers of Westchester Apts.     98.0        301           981       59.8        40.2         -         -
Mountain View Apts.             99.4        168           913        -          73.8        26.2       -
North Park Apts.                98.9        284           525       47.9        52.1         -         -
Forest Ridge Apts.              91.0        278           636       60.4        34.5         5.1       -
Crosswood Park Apts.            95.0        180           792       36.7        51.7        11.7       -
Buena Vista Apts.               98.9         92         1,090       55.4        44.6         -         -
Terrace Garden Townhomes        95.0        126           773        -          50.0        50.0       -
Casa De Monterey Apts.          95.8        144           681       77.8        22.2         -         -
The Bluffs Apts.                97.1        137           586       63.4        36.6         -         -
Vista Village Apts.             96.0        220           549       38.6        61.4         -         -
Chapelle La Grande Apts.        92.0        105           721       53.3        46.7         -         -
Watergate Apts.                 88.0        140           610       20.0        50.0        30.0       -
Shadow-Wood Apts.               97.0        120           543       53.4        20.0        23.3      3.3
- -------------------------------------------------------------------------------------------------------------
TOTAL / WTD. AVG.               96.0%     2,959       $   797       44.4%       41.8%       10.9%     2.9%
- -------------------------------------------------------------------------------------------------------------
</TABLE>

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                          AIMCO MULTIFAMILY POOL LOAN
- -------------------------------------------------------------------------------

                                  LOCATION MAP
                                  ------------

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                               [MAP OF AMERICA]

                                 OR        AR
                                  1         1
                                             
                                 CA        LA
                                  6         1
                                             
                                 AZ        IN
                                  1         2
                                             
                                 NE        MD
                                  1         1
                                           
                                 TX
                                  1

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                    ENTERTAINMENT PROPERTIES TRUST POOL LOAN
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                               LOAN INFORMATION
- -------------------------------------------------------------------------------

PRINCIPAL BALANCE:                   ORIGINAL         CUT-OFF DATE (1)
                                  $105,000,000         $104,845,860

ORIGINATION DATE:                 June 29, 1998

INTEREST RATE:                    6.772% (Act/360)

AMORTIZATION:                     30 years

HYPERAMORTIZATION:                After the ARD, the interest rate increases to
                                  the greater of: (i) 8.772%, and (ii) the 10
                                  Yr UST as of the ARD plus 2.0%. After the
                                  ARD, all excess cash flow is used to reduce
                                  outstanding principal balance; the additional
                                  2% interest is accrued until principal
                                  balance is zero

ANTICIPATED REPAYMENT DATE
("ARD"):                          July 11, 2008

MATURITY DATE:                    June 11, 2028

THE BORROWER/SPONSOR:             EPT DownREIT II, a bankruptcy remote,
                                  special-purpose Missouri corporation
                                  wholly-owned by Entertainment Properties
                                  Trust (NYSE: EPR)

CALL PROTECTION:                  Two-year prepayment lockout from the date of
                                  securitization with U.S. Treasury defeasance
                                  thereafter until the ARD

CUT-OFF DATE LOAN/NRSF:           $126

RESERVES:                         Cap Ex Reserve: Monthly, in an amount
                                    equivalent to 1/12th of the product of
                                    $0.10/SF and 834,720 USF
                                  Low Debt Service Reserve: Cash flow in excess
                                    of debt service is escrowed if annual net
                                    operating income falls below 85% of NOI at
                                    Closing
                                  Master Lease Rollover Reserve: Upon
                                    assignment by Borrower of two (2) or more
                                    master leases (subject to Lender approval
                                    and rating agency affirmation), Borrower
                                    shall deposit an amount equal to the
                                    product of $5.00/USF and the usable square
                                    footage of each property subject to an
                                    assigned master lease

COLLECTION ACCOUNT:               Hard lockbox

CROSS-COLLATERALIZATION /
CROSS-DEFAULT:                    Yes

PARTNER LOANS:                    None

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                             PROPERTY INFORMATION
- -------------------------------------------------------------------------------

SINGLE ASSET/PORTFOLIO:           Portfolio of eight assets

PROPERTY TYPE:                    Megaplex Movie Theatre Complexes

PROPERTY LOCATION BY
ALLOCATED LOAN AMOUNT:

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                                  [PIE CHART]

                          California         Missouri
                             44.0%             10.9% 
                                                     
                             Texas             Ohio  
                             37.4%             7.7%  

YEARS BUILT:                      1995 - 1997

THE COLLATERAL:                   Eight net-leased megaplex movie theatre
                                  complexes located in California, Texas,
                                  Missouri and Ohio

                                  Screens:                             184
                                  Seats:                            35,445
                                  NRSF:                            834,720

NET LEASE LESSEE:                 American Multi-Cinema, Inc., an affiliate of
                                  AMC Entertainment Inc. (NYSE: AEN)

UNDERWRITTEN NET
OPERATING INCOME:                 $17,083,500

UNDERWRITTEN
NET CASH FLOW:                    $17,000,028

APPRAISED VALUE:                  $169,900,000

APPRAISED BY:                     Cushman & Wakefield

APPRAISAL DATE:                   May & June 1998

CUT-OFF DATE LTV:                 61.7%

UWNCF DSCR (5):                   2.06x

- -------------------------------------------------------------------------------
(1) October 1, 1998 (after giving effect to the payment due October 11, 1998).
(2) Calculated using Underwritten Net Cash Flow and the actual loan constant.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                    ENTERTAINMENT PROPERTIES TRUST POOL LOAN
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         PROPERTY DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                       CUT-OFF DATE                  WTD. AVG.  UNDERWRITTEN
                                                NUMBER OF  NUMBER OF  ALLOCATED LOAN   APPRAISED      CUT-OFF        NET
THEATRE COMPLEX         LOCATION         BUILT   SCREENS     SEATS        AMOUNT         VALUE       DATE LTV     CASH FLOW   DSCR
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>              <C>         <C>      <C>       <C>           <C>              <C>       <C>          <C>  
AMC Promenade 16        Los Angeles, CA  1996        16       2,860     $19,164,043   $31,000,000      61.8%     $2,979,518   1.97x
AMC Ontario Mills 30    Los Angeles, CA  1996        30       5,496      17,000,361    27,500,000      61.8       2,643,347   1.97
AMC Studio 30           Houston, TX      1997        30       6,032      16,073,068    26,000,000      61.8       2,758,385   2.18
AMC Grand 24            Dallas, TX       1995        24       5,067      12,425,718    20,100,000      61.8       1,943,183   1.99
AMC West Olive 16       St. Louis, MO    1997        16       2,817      11,498,425    18,600,000      61.8       1,862,958   2.06
AMC Huebner Oaks 24     San Antonio, TX  1997        24       4,400      10,756,592    17,400,000      61.8       1,764,900   2.08
AMC Mission Valley 20   San Diego, CA    1995        20       4,361       9,891,118    16,300,000      60.7       1,703,065   2.19
AMC Lennox 24           Columbus, OH     1996        24       4,412       8,036,354    13,000,000      61.8       1,344,674   2.12
- -------------                                        --       -----       ---------    ----------      ----       ---------   ----
TOTAL/WEIGHTED AVERAGE                              184      35,445    $104,845,860  $169,900,000(a)   61.7%    $17,000,028   2.06x
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                       CUT-OFF DATE                  WTD. AVG.  UNDERWRITTEN       
                                                NUMBER OF  NUMBER OF  ALLOCATED LOAN   APPRAISED      CUT-OFF        NET           
STATE                                BUILT       SCREENS     SEATS        AMOUNT         VALUE       DATE LTV     CASH FLOW   DSCR 
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>     <C>       <C>           <C>               <C>       <C>          <C>  
California                        1995-1996          66      12,717    $ 46,055,522  $ 74,800,000      61.6%     $7,325,929   2.02x
Texas                             1995-1997          78      15,499      39,255,378    63,500,000      61.8       6,466,466   2.09
Missouri                             1997            16       2,817      11,498,425    18,600,000      61.8       1,862,958   2.06
Ohio                                 1996            24       4,412       8,036,534    13,000,000      61.8       1,344,674   2.12
- ----                                                 --       -----       ---------    ----------      ----       ---------   ----
TOTAL/WEIGHTED AVERAGE                              184      35,445    $104,845,860  $169,900,000(a)   61.7%    $17,000,028   2.06x
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) May and June 1998 Appraisal Date.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                    ENTERTAINMENT PROPERTIES TRUST POOL LOAN
- -------------------------------------------------------------------------------

                                  LOCATION MAP
                                  ------------

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]

                               [MAP OF AMERICA]

                         AMC Promenade 16 (California)
                       AMC Ontario Mills 30 (California)
                       AMC Mission Valley 20 (California)
                          AMC Huebner Oaks 24 (Texas)
                             AMC Studio 30 (Texas)
                             AMC Gravel 24 (Texas)
                              AMC Lennox 24 (Ohio)
                          AMC West Olive 16 (Missouri)

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                             SKYLINE CITY POOL LOAN
- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                               LOAN INFORMATION
- -------------------------------------------------------------------------------

PRINCIPAL BALANCE                   ORIGINAL          CUT-OFF DATE (1)
                                  $87,700,000           $87,502,092

ORIGINATION DATE:                 May 14, 1998

INTEREST RATE:                    7.049% (Act/360)

AMORTIZATION:                     30 years

HYPERAMORTIZATION:                After the ARD, the interest rate increases to
                                  the greater of: (i) 9.049%, and (ii) the 10
                                  Yr UST as of the ARD plus 2.0%. After the
                                  ARD, all excess cash flow is used to reduce
                                  outstanding principal balance; the additional
                                  2% interest is accrued until principal
                                  balance is zero

ANTICIPATED REPAYMENT DATE
("ARD"):                          August 11, 2008

MATURITY DATE:                    June 11, 2028

THE BORROWERS:                    Ninth Skyline Associates Limited Partnership
                                  and Fifteenth Skyline Associates Limited
                                  Partnership, whose general partners are
                                  bankruptcy remote, special-purpose limited
                                  liability companies

CALL PROTECTION:                  Two-year prepayment lockout from the date of
                                  securitization with U.S. Treasury defeasance
                                  thereafter until one payment date prior to
                                  the ARD

CUT-OFF DATE LOAN / SF:           $120

RESERVES:                         TI/Leasing Commissions: Monthly, according to
                                    a schedule outlined in the Loan Agreement,
                                    averaging $75,232 per month throughout
                                    initial term (prior to ARD)
                                  Cap Ex: Monthly, in an amount equivalent to
                                    1/12th of the product of $0.20/SF and
                                    728,668 RSF
                                  Debt Service: Monthly, in an amount
                                    sufficient to cover monthly debt service
                                    payment amount, $592,148
                                  Low Debt Service: Cash flow in excess of debt
                                    service is escrowed if annual net operating
                                    income falls below $8,400,000

COLLECTION ACCOUNT:               Soft lockbox, springing to hard lockbox if
                                  (i) net operating income falls below
                                  $8,400,000, (ii) after ARD or (iii) after an
                                  event of default

CROSS-COLLATERALIZATION /
CROSS-DEFAULT:                    Yes

PARTNER LOANS:                    None

- -------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
                             PROPERTY INFORMATION
- -------------------------------------------------------------------------------
                                                      
SINGLE ASSET/PORTFOLIO:           Portfolio of two assets

PROPERTY TYPE:                    Office

LOCATION:                         Fairfax County, Virginia

YEARS BUILT:                      1980 and 1987

OCCUPANCY:                        97.3% (as of 8/1/98)

THE COLLATERAL (3):               One Class A and one Class B office buildings,
                                  comprising approximately 728,668 SF, located
                                  in the Skyline City master planned office
                                  park in Fairfax County, Northern Virginia

                                  Office:                         724,614 NRSF
                                  Storage:                          4,054 NRSF
                                  Total Space:                    728,668 NRSF
                                  Garage Space:                   1,997 spaces

                                  MAJOR TENANTS                NRSF   EXPIRATION
                                  -------------                ----   ----------
                                  U.S. Government        410,824 SF  `99,`02,`09
                                  Science Applications    87,737 SF         8/03
                                  Birch and Davis         30,886 SF         1/00
                                  Booz, Allen & Hamilton  19,683 SF         3/02
                                                                    
PROPERTY MANAGEMENT:              Charles E. Smith Real Estate Services, L.P.

UNDERWRITTEN
NET OPERATING INCOME:             $10,860,379

UNDERWRITTEN NET CASH FLOW:       $10,714,646

APPRAISED VALUE:                  $122,600,000

APPRAISED BY:                     Cushman & Wakefield

APPRAISAL DATE:                   April 1998

CUT-OFF DATE LTV:                 71.4%

DSCR (2):                         1.51x

- -------------------------------------------------------------------------------
(1) August 11, 1998.
(2) Based on Underwritten Net Cash Flow and actual loan constant.
(3) While the Properties are currently owned by limited partnerships not
    directly affiliated with The Charles E. Smith companies, Charles E. Smith
    Commercial Realty L.P. has made an offer, by way of a private placement
    memorandum, to purchase the Properties in exchange for Operating
    Partnership units. The acquisition is expected to take place 
    October 31, 1998.

This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.

- -------------------------------------------------------------------------------
                             COLLATERAL TERM SHEET
                             SKYLINE CITY POOL LOAN
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                           LEASE EXPIRATION SCHEDULE
- ----------------------------------------------------------------------------------------------------------------
YEAR ENDING DEC. 31    EXPIRING SF   % OF TOTAL SF    ANNUALIZED TENANT BASE RENT     % OF TOTAL BASE RENT (1)
- ----------------------------------------------------------------------------------------------------------------
<S>                       <C>              <C>                    <C>                             <C> 
MO/MO                                                                                
1998                      30,674           4.2%                   $690,579                        4.4%
1999                     119,948          16.4%                  2,582,369                       16.6%
2000                      56,906           7.8%                  1,188,829                        7.6%
2001                      24,894           3.4%                    585,039                        3.7%
2002                      91,586          12.5%                  1,736,695                       11.2%
2003                      97,120          13.3%                  2,248,515                       14.5%
2004                           -           -                             -                        -
2005                           -           -                             -                        -
2006                           -           -                             -                        -
2007                           -           -                             -                        -
Thereafter               289,377          39.7%                  6,468,649                       41.7%
Vacant                    18,163           2.7%                          -                        -
                          ------           ----                          -                        -
   TOTAL                 728,668         100.0%                $15,500,675                      100.0%
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Total Base Rent does not include income from rooftop antennae leases
    totaling $408,932 per year

                                  LOCATION MAP
                                  ------------

    [THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
           DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
                           PURPOSE OF EDGAR FILING.]


[AREA MAP INCLUDING ONE SKYLINE PLACE, THREE SKYLINE PLACE AND SURROUNDING
VICINITY]


This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.

<PAGE>

ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.


GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, N.Y.  10004










































This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. 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 be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations 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. We and our 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, including in 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 on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.

This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.



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