<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 8, 1997
GMAC Commercial Mortgage Securities, Inc.
------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-37717 23-2811925
- ---------------------------- ------------ ----------------
(STATE OR OTHER JURISDICTION (COMMISSION) (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
650 Dresher Road, Horsham, Pennsylvania 19044
---------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (215) 328-3480
Not Applicable
-------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index Located on Page 2
<PAGE>
ITEM 5. OTHER EVENTS.
This Form 8-K supercedes the Form 8-K filed by the Registrant
on December 15, 1997.
On or about December 23, 1997, the Registrant will cause the issuance
and sale of approximately $1,072,694,627 initial principal amount of Mortgage
Pass-Through Certificates, Series 1997-C2, Class X, Class A-1, Class A-2,
Class A-3, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class R-I, Class R-II and Class R-III (the "Certificates") pursuant
to a Pooling and Servicing Agreement to be dated as of December 1, 1997, among
the Registrant, GMAC Commercial Mortgage Corporation, as Servicer, and State
Street Bank and Trust Company, as Trustee. In connection with the sale of the
Class A-1, Class A-2, Class A-3, Class B, Class C, Class D and Class E
Certificates (the "Publicly Offered Certificates"), the Registrant has been
advised by Goldman, Sachs & Co. and Deutsche Morgan Grenfell Inc. (together,
the "Underwriters"), that the Underwriters have furnished to prospective
investors certain written descriptions of the securities to be offered that set
forth the name of the issuer, the size of the potential offering, the structure
of the offering (e.g. the number of classes, seniority, interest rate) and
miscellaneous similar items (the "Structural Term Sheets") with respect to the
Publicly Offered Certificates following the effective date of Registration
Statement No. 333-37717 but prior to the availability of a final Prospectus
relating to the Publicly Offered Certificates. In connection with the sale of
the Publicly Offered Certificates, the Registrant also has been informed by the
Underwriters that the Underwriters have furnished to prospective investors
certain descriptive information regarding the mortgage loans (the "Mortgage
Loans") underlying the Certificates that set forth the number of Mortgage
Loans, the principal balance of the Mortgage Loans, information regarding the
mortgage rates thereon and miscellaneous similar items (the "Collateral Term
Sheets") following the effective date of Registration Statement No. 333-37717
but prior to the availability of a final Prospectus relating to the Publicly
Offered Certificates. The Structural Terms Materials and Collateral Term Sheets
are being filed as an exhibit to this report.
The Structural Term Sheets and Collateral Term Sheets attached hereto
have been provided by the Underwriters. The information in the Structural Term
Sheets and Collateral Term Sheets is preliminary and may be superseded by the
Prospectus Supplement relating to the Publicly Offered Certificates and by any
other information subsequently filed with the Securities and Exchange
Commission.
2
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
List below the financial statements, pro forma financial information
and exhibits, if any, filed as part of this report.
(a) Financial Statements of Businesses Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
99.1 Structural Term Sheets and Collateral Term Sheets
prepared by the Underwriters in connection with the sale
of the Publicly Offered Certificates of the Registrant.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.,
Registrant
By: /s/ Elisa George
-------------------------------------
Name: Elisa George
Title: Vice President
Dated: December 16, 1997
<PAGE>
INDEX OF EXHIBITS
Exhibit Description Page
- ------- ----------- ----
99.1 Structural Term Sheets and Collateral Term Sheets
prepared by the Underwriters in connection with the
sale of the Publicly Offered Certificates of the
Registrant.
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
$941,289,000 (APPROXIMATE) DECEMBER 8, 1997
GMAC COMMERCIAL MORTGAGE CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-C2
APPROX. SECURITIES STRUCTURE - SUBJECT TO CHANGE
- -----------------------------------------------------------------
APPROX.
EXPECTED FACE/ EXPECTED EXPECTED EXPECTED
RATING NOTIONAL CREDIT WEIGHTED PRINCIPAL
(MOODY'S/DUFF AMOUNT SUPPORT AVERAGE PAYMENT
CLASS & PHELPS) ($MM) (% OF UPB) LIFE(A) WINDOW(A)
- -----------------------------------------------------------------
PUBLICLY OFFERED CLASSES
X Aaa/AAA $1,072.7(b) 01/98-04/27
A1 Aaa/AAA 228.7 33.00% 5.50 01/98-12/04
A2 Aaa/AAA 57.0 33.00 8.23 12/04-04/07
A3 Aaa/AAA 433.0 33.00 9.78 04/07-11/07
B Aa2/AA 69.7 26.50 9.89 11/07-12/07
C A2/A- 69.7 20.00 9.96 12/07-12/07
D Baa1/BBB 32.2 17.00 9.98 12/07-01/08
E Baa3/Not Rated 51.0 12.25 11.57 01/08-04/11
PRIVATELY PLACED CLASSES (144A)
F Ba2/Not Rated 48.3 7.75 14.70 04/11-04/13
G Ba3/Not Rated 13.4 6.50 16.70 04/13-12/15
- -----------------------------------------------------------------
H B2/Not SOLD 34.9 3.25 20.72 12/15-02/21
Rated
J B3/Not SOLD 5.4 2.75 23.42 02/21-09/21
Rated
K Unrated/ SOLD 29.5 26.13 09/21-04/27
Not Rated
TOTAL SECURITIES: $1,072.7
- -----------------------------------------------------------------
(a) Calculated at 0% CPR and no balloon extension.
(b) Notional amount.
KEY FEATURES:
- -------------
Co-Lead Managers: Goldman, Sachs & Co. and Deutsche
Morgan Grenfell, Inc
Co-Manager: Residential Funding Securities
Corporation
Mortgage Loan Sellers: GMAC Commercial Mortgage Corporation
($548.7mm), German American Capital
Corporation ($310.3mm) and Goldman
Sachs Mortgage Company ($213.7mm)
Master Servicer: GMAC Commercial Mortgage Corporation
Special Servicer: GMAC Commercial Mortgage Corporation
Purchaser of Classes H, J and K GMAC Commercial Mortgage Corporation
Trustee: State Street Bank and Trust
Pricing: On or about December 18th
Closing: On or about December 30th
Settlement: All classes will settle plus accrued
from December 1
Cut-Off Date: December 1, 1997
Distribution Date: 15th of each month, or following
business day (commencing January 1998)
ERISA Eligible: Classes A1, A2, A3 and X are ERISA
eligible subject to certain conditions
for eligibility
Representations & Warranties: Provided by applicable Mortgage Loan
Sellers
Structure: Sequential pay
Interest Accrual Period: Prior calendar month
Day Count: 30/360
Tax Treatment: REMIC
Rated Final Distribution Date: April 15, 2029
Clean up Call: 1.0%
Minimum Denominations: Classes A1, A2, A3, B, C, D and E:
$25,000 & $1 Class X: $1,000,000
Notional Amount & $1 Privately Offered
Classes: $100,000 & $1
- -------------------------------------------------------------------------------
COLLATERAL FACTS
- ----------------
CUT-OFF DATE BALANCE: $1,072,694,628
NUMBER OF MORTGAGE LOANS: 144
AVERAGE CUT-OFF DATE PRINCIPAL BALANCE: $7,449,268
WEIGHTED AVERAGE CURRENT MORTGAGE INTEREST RATE (A): 7.983%
WEIGHTED AVERAGE REMAINING AMORTIZATION TERM 341.82mos.
WEIGHTED AVERAGE DSCR: 1.37x
WEIGHTED AVERAGE CUT-OFF DATE LTV RATIO: 73.27%
WEIGHTED AVERAGE REMAINING TERM TO MATURITY: 140mos.
(a) Gross Coupon.
PREPAYMENT PENALTY TABLE
CUT-OFF WTD. AVG. WTD. AVG. WTD. AVG.
DATE % OF STATED REMAINING ORIGINAL WTD.
# OF PRINCIPAL INITIAL REMAINING LOCKOUT TERM AVG.
MORTGAGE BALANCE POOL TERM TERM AFTER ALL OPEN
LOANS (MM) BALANCE (MO.) (MO.) PENALTIES PERIOD
- -------------------------------------------------------------------------------
Yield 59 343.7 32.04% 158.0 0.0 138.6 23.0
Maintenance
Lockout/Yield 43 234.1 21.83 120.5 15.0 115.8 6.6
Maintenance
Lockout/Defeasence 38 482.0 44.94 138.2 28.0 132.5 6.9
Lockout/Declinig 3 12.4 1.15 78.1 20.2 78.5 1.5
Fee
Declining Fee 1 0.5 0.05 263.0 0.0 36.0 264.0
TOTAL 144 1,072.7 100.00% 140.0 16.1 130.2 12.1
SELECTED LOAN DATA:
- -------------------
CUT-OFF DATE PRINCIPAL
BALANCE (AS OF
DECEMBER 1, 1997)(A)
NUMBER OF -----------------------------
GEOGRAPHIC MORTGAGE % BY WTD. AVG.
DISTRIBUTION PROPERTIES (000'S) BALANCE DSCR
- ---------------- --------------- ------------- --------- --------
CALIFORNIA 30 265,034,910 24.71% 1.35x
FLORIDA 23 138,814,912 12.94 1.42
NEW YORK 9 88,025,949 8.21 1.21
NEW JERSEY 8 69,754,943 6.50 1.40
CONNECTICUT 4 46,294,429 4.32 1.21
LOUISIANA 16 44,925,788 4.19 1.52
TEXAS 16 43,184,838 4.03 1.49
OTHER 82 376,658,860 35.11 1.39
---- ------------- ------- ----
TOTAL 188 1,072,694,628 100.00 1.37
CUT-OFF DATE PRINCIPAL BALANCE
(AS OF DECEMBER 1, 1997)(A)
NUMBER OF --------------------------------
MORTGAGE % BY WTD.
PROPERTY TYPE LOANS (000'S) BALANCE AVG. DSCR
- ---------------- ------------- ------------ --------- ---------
MULTIFAMILY 57 $301,105,251 28.07% 1.35
RETAIL 40 276,955,477 25.82 1.26
SKILLED NURSING 5 180,960,564 16.87 1.63
OFFICE 16 106,903,437 9.97 1.32
INDUSTRIAL 8 74,919,578 6.98 1.38
CO-OP 3 54,445,130 5.08 1.10
HOSPITALITY 6 44,317,546 4.13 1.55
MIXED USE 6 20,880,130 1.95 1.44
SPECIAL PURPOSE 1 7,988,671 0.74 1.53
MOBILE HOME PK 1 2,845,227 0.27 1.26
SELF-STORAGE 1 1,373,619 0.13 1.52
--- ------------- ------- -----
TOTAL 144 1,072,694,628 100.00% 1.37X
(a) Column totals may not add due to rounding.
(b) For purposes of describing geographic and property type concentration, the
HIS/Litchfield Loan, which is secured by 43 Mortgaged Properties located
in twelve states, is treated as 43 Mortgage Loans each of which is
allocated a Cut-off Date Principal Balance based on the Allocated
Principal Amounts.
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-1
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
APPROXIMATE SECURITIES STRUCTURE - SUBJECT TO CHANGE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPECTED EXPECTED
RATING APPROX. EXPECTED WEIGHTED EXPECTED
(MOODY'S/DUFF & SIZE CREDIT TARGETED COUPON AVERAGE LIFE PRINCIPAL
CLASS PHELPS) ($MM) SUPPORT DOLLAR PRICE DESCRIPTION DELIVERY (YRS.) (A) PAYMENT WINDOW (A)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PUBLICLY OFFERED CLASSES:
X Aaa/AAA $1,072.7(b) -- -- Variable IO(d) DTC -- 01/98-04/27
A1 Aaa/AAA 228.7 33.00 100-16 Fixed DTC 5.50 01/98-12/04
A2 Aaa/AAA 57.0 33.00 100-16 Fixed DTC 8.23 12/04-04/07
A3 Aaa/AAA 433.0 33.00 100-16 Fixed DTC 9.78 04/07-11/07
B Aa2/AA 69.7 26.50 100-16 Fixed DTC 9.89 11/07-12/07
C A2/A- 69.7 20.00 100-16 Fixed DTC 9.96 12/07-12/07
D Baa1/BBB 32.2 17.00 100-16 min(Fixed,WAC)(c) DTC 9.98 12/07-01/08
E Baa3/Not Rated 51.0 12.25 100-16 min(Fixed,WAC)(c) DTC 11.57 01/08-04/11
PRIVATELY PLACED CLASSES:
F Ba2/Not Rated 48.3 7.75 min(Fixed,WAC)(c) 14.70 04/11-04/13
G Ba3/Not Rated 13.4 6.50 min(Fixed,WAC)(c) 16.70 04/13-12/15
- ----------------------------------------------------------------------------------------------------------------------------------
H B2/Not Rated SOLD 34.9 3.25 min(Fixed,WAC)(c) Physical 20.72 12/15-02/21
J B3/Not Rated SOLD 5.4 2.75 min(Fixed,WAC)(c) Physical 23.42 02/21-09/21
K Unrated/Not SOLD 29.5 min(Fixed,WAC)(c) Physical 26.13 09/21-04/27
Rated
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) Calculated at 0% CPR and no balloon extension.
(b) Notional amount.
(c) Subject to a cap equal to the weighted average of the Remittance Rates in
effect from time to time on the mortgage loans.
(d) The Class X coupon is calculated as the excess of (i) the weighted average
Remittance Rate times the Scheduled Principal Balance of the loans over
(ii) the sum of the Pass-Through Rates times the class balances of related
Certificates.
- -------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
APPROXIMATE PERCENT MOODY'S DUFF & PHELPS APPROXIMATE CREDIT
OF TOTAL RATING RATING SUPPORT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CLASS Class A1 Class A2 Class A3
67.00% X (21.3%) (5.3%) (40.4%) 33.00%
AAA/AAA Aaa/AAA Aaa/AAA Aaa/AAA
----------------------------------------------
6.50 Class B Aa2 AA 26.50
----------------------------------------------
6.50 NET WAC MORTGAGE Class C A2 A- 20.00
----------------------------------------------
3.00 LOAN TIMES MORTGAGE Class D Baa1 BBB 17.00
----------------------------------------------
4.75 LOAN BALANCE LESS Class E Baa3 Not rated 12.25
----------------------------------------------
4.50 INTEREST ON ALL Class F Ba2 Not rated 7.75
----------------------------------------------
1.25 CERTIFICATES Class G Ba3 Not rated 6.50
----------------------------------------------
3.25 (EXCEPT CLASS X Class H B2 Not rated 3.25
----------------------------------------------
0.50 CERTIFICATES) Class J B3 Not rated 2.75
----------------------------------------------
2.75 Class K Unrated Not rated
------------------------------------------------------------------------
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-2
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
STRUCTURAL OVERVIEW - CONT.
- -------------------------------------------------------------------------------
o The Mortgage Pool will be comprised of one Loan Group
-- Principal will be allocated sequentially to A1, A2, A3, B, C, D, E,
F, G, H, J and K Certificates (If all classes other than classes A1,
A2 and A3 have reduced to zero, principal will be allocated to Class
A1, A2 and A3 pro-rata)
o Class X will receive interest payments pro-rata (based on interest
entitlements) with the Class A Certificates each month
o Each of the Classes will be subordinate to earlier alphabetically lettered
classes (except Class X) (Losses will be allocated in reverse alphabetical
order to Classes with certificate balances and pro-rata to Classes A1, A2,
A3)
o The servicer will cover net prepayment interest shortfalls, up to Master
Servicing Fee. Net shortfalls (after application of prepayment interest
excesses) will be allocated in reverse alphabetical order to the
Subordinate Certificates and then pro-rata (based on interest
entitlements) to the Senior Certificates
o All classes will pay interest on a 30/360 basis
o Shortfalls resulting from servicer modifications or special servicer
compensation will be allocated in reverse alphabetical order to Classes
with certificate balances
- -------------------------------------------------------------------------------
MORTGAGE POOL OVERVIEW
- -------------------------------------------------------------------------------
o The Mortgage Pool is comprised of 144 multifamily and commercial loans
with an aggregate Cut-Off Date Balance of approximately $1,072,694,628
o All of the Mortgage Loans are secured by first liens on multifamily and
commercial properties
o The Pool's average Cut-Off Date Principal Balance is approximately
$7,449,268
o The Pool's weighted average current Debt Service Coverage Ratio is 1.37x
o The Pool's Cut-Off Date LTV is 73.27%
o The Pool's weighted average Mortgage Interest Rate is approximately 7.983%
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-3
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PENALTIES
- -------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS
- ---------------------------------
Prepayment premiums will be allocated between the Offered Certificates, Class F
Certificates, Class G Certificates 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 the
Offered Certificates equal to the product of (a) the percentage of
the total principal distribution that each such Class receives, and
(b) a percentage (which can be no greater that 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 Offered Certificates, Class F
Certificates and Class G Certificates then entitled to principal
distribution relative to the Class X certificates as interest rates
decrease and a decrease in the allocation to such Classes as interest
rates rise
Allocation of Prepayment Premiums Example
-----------------------------------------
Discount Rate Fraction Methodology:
Mortgage Rate = 9%
Bond Class Rate = 7%
Treasury Rate (monthly) = 6%
BOND CLASS ALLOCATION CLASS IO ALLOCATION
--------------------------------------------------------------
7% - 6%
------- = 33 1/3% Receives excess premiums = 66 2/3%
9% - 6%
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-4
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
PREPAYMENT PROVISIONS
- -------------------------------------------------------------------------------
o Approximately 99.95% of the Pool Balance has prepayment protection as of
the Cut-Off Date
o Approximately 58% of the Pool Balance is locked out as of the Cut-Off Date
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT LOCK-OUT/PREMIUM ANALYSIS
- -----------------------------------------------------------------------------------------------------------------------------------
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT
-------------------------------------------------------------------------------------------------------------
PREPAYMENT DEC. DEC. DEC. DEC. DEC. DEC. DEC. DEC. DEC. DEC.
RESTRICTIONS 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Locked Out 58.00% 51.53% 50.42% 50.47% 47.81% 45.15% 45.22% 24.07% 24.07% 24.17%
Yield Maintenance 41.95% 48.42% 48.39% 48.33% 51.00% 52.53% 51.84% 57.19% 56.92% 54.45%
- -----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL 99.95% 99.95% 98.81% 98.80% 98.81% 97.68% 97.06% 81.26% 80.99% 78.62%
% Premium
2.00 - 2.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 18.27% 0.00% 0.00%
1.00 - 1.99% 0.00% 0.00% 1.15% 1.15% 1.15% 1.52% 1.52% 0.42% 18.76% 0.41%
Open 0.05% 0.05% 0.05% 0.05% 0.05% 0.80% 1.42% 0.05% 0.25% 20.97%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTALS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Mortgage Pool Balance $1,072.69 $1,062.17 $1,050.76 $1,038.25 $1,024.64 $1,003.52 $987.32 $839.04 $822.43 $801.20
($ million)
% of Initial Pool 100.00% 99.02% 97.96% 96.79% 95.52% 93.55% 92.04% 78.22% 76.67% 74.69%
Balance
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT LOCK-OUT/PREMIUM ANALYSIS
- -----------------------------------------------------------------------------------------------------------------------------------
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT
-------------------------------------------------------------------------------------------------------------
PREPAYMENT DEC. DEC. DEC. DEC. DEC. DEC. DEC. DEC. DEC. DEC.
RESTRICTIONS 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
- -----------------------------------------------------------------------------------------------------------------------------------
Locked Out 37.93% 42.39% 46.32% 47.99% 47.97% 49.04% 48.36% 47.52% 46.47% 45.13%
Yield Maintenance 41.30% 45.29% 40.50% 38.72% 38.19% 0.99% 0.87% 0.72% 0.53% 0.30%
- -----------------------------------------------------------------------------------------------------------------------------------
Subtotal 79.23% 87.68% 86.82% 86.71% 86.16% 50.03% 49.23% 48.24% 47.00% 45.43%
% Premium
2.00 - 2.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
1.00 - 1.99% 11.04% 12.10% 12.94% 13.06% 12.65% 20.52% 20.84% 21.25% 21.76% 22.42%
Open 9.73% 0.22% 0.24% 0.24% 1.18% 29.46% 29.93% 30.51% 31.23% 32.16%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTALS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Mortgage Pool Balance $190.44 $164.47 $144.57 $133.35 $126.62 $84.37 $79.91 $75.04 $69.73 $63.93
($ million)
% of Initial Pool 17.75% 15.33% 13.48% 12.43% 11.80% 7.87% 7.45% 7.00% 6.50% 5.96%
Balance
- -----------------------------------------------------------------------------------------------------------------------------------
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-5
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE WEIGHTED WEIGHTED WEIGHTED
OF AGGREGATE AVERAGE AVERAGE AVERAGE AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE DEBT MORTGAGE REMAINING AVERAGE
RANGE OF CUT-OFF DATE MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERM TO CURRENT
PRINCIPAL BALANCE LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$500,000 - $999,999 6 $ 4,369,408 0.41% $ 728,235 1.53x 8.1128% 123.1 64.97%
1,000,000 - 1,999,999 24 36,348,376 3.39 1,514,516 1.53 8.0141 104.8 66.60
2,000,000 - 2,999,999 25 63,061,695 5.88 2,522,468 1.36 8.1223 125.7 70.84
3,000,000 - 3,999,999 12 42,371,639 3.95 3,530,970 1.37 8.0764 125.0 71.97
4,000,000 - 4,999,999 13 57,965,341 5.40 4,458,872 1.52 8.0187 133.1 72.40
5,000,000 - 5,999,999 8 42,539,642 3.97 5,317,455 1.46 8.2168 145.9 73.24
6,000,000 - 6,999,999 14 89,189,029 8.31 6,370,645 1.27 8.1619 122.3 72.05
7,000,000 - 7,999,999 8 60,931,676 5.68 7,616,459 1.34 7.9455 134.0 74.83
8,000,000 - 8,999,999 5 43,316,325 4.04 8,663,265 1.32 7.5493 111.9 74.36
9,000,000 - 9,999,999 4 38,085,678 3.55 9,521,420 1.26 8.0013 163.4 77.30
10,000,000 - 11,999,999 3 32,620,386 3.04 10,873,462 1.32 7.7874 116.6 74.26
12,000,000 - 13,999,999 6 78,767,967 7.34 13,127,995 1.36 7.5254 145.5 76.75
14,000,000 - 16,999,999 5 80,337,722 7.49 16,067,544 1.19 8.3055 245.5 69.76
17,000,000 - 165,290,099 11 402,789,743 37.56 36,617,249 1.41 7.9697 133.1 74.07
---- -------------- ------- ------------ -------- --------- ------- -------
TOTAL 144 $1,072,694,628 100.00% $ 7,449,268 1.37X 7.9831% 140.0 73.27%
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-6
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE WEIGHTED WEIGHTED WEIGHTED
OF AGGREGATE AVERAGE AVERAGE AVERAGE AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE DEBT SERVICE MORTGAGE REMAINING AVERAGE
MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERM TO CURRENT
PROPERTY STATE LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
California 30 $ 265,034,910 24.71% $ 8,834,497 1.35x 7.8635% 144.3 76.09%
Florida 23 138,814,912 12.94 6,035,431 1.42 7.9216 108.0 73.92
New York 9 88,025,949 8.21 9,780,661 1.21 8.3510 261.2 56.70
New Jersey 8 69,754,943 6.50 9,964,992 1.40 7.5618 107.7 72.16
Connecticut 4 46,294,429 4.32 11,573,607 1.21 8.3728 175.8 81.28
Louisiana 16 44,925,788 4.19 2,807,862 1.52 8.1551 118.1 75.14
Texas 16 43,184,838 4.03 2,699,052 1.49 8.3129 154.0 75.79
Colorado 7 41,163,456 3.84 5,880,494 1.51 8.2296 117.8 73.82
Georgia 10 35,116,759 3.27 3,511,676 1.35 8.0430 115.8 76.08
Pennsylvania 9 25,465,686 2.37 2,829,521 1.29 7.7584 124.4 75.89
Delaware 2 21,190,424 1.98 10,595,212 1.29 7.5618 106.8 77.73
Michigan 4 20,877,641 1.95 5,219,410 1.50 7.4854 105.2 69.45
Massachusetts 2 20,231,954 1.89 10,115,977 1.34 7.7243 118.7 73.69
Tennessee 3 16,390,444 1.53 5,463,481 1.38 7.9822 118.6 74.55
Virginia 3 16,268,006 1.52 5,422,669 1.46 7.5509 119.4 73.41
Missouri 3 15,779,563 1.47 5,259,854 1.29 7.8582 118.1 77.64
Iowa 3 14,591,112 1.36 7,295,556 1.31 7.4449 119.2 78.67
Idaho 4 13,626,020 1.27 3,406,505 1.42 7.6593 118.1 74.74
North Carolina 2 13,558,066 1.26 6,779,033 1.49 8.3384 117.8 74.50
Nebraska 2 12,389,065 1.15 6,194,533 1.36 7.3685 119.9 72.24
Maryland 3 12,006,520 1.12 4,002,173 1.42 8.5696 115.8 70.54
Minnesota 5 11,883,669 1.11 2,376,734 1.52 7.5730 142.1 68.03
Alabama 2 11,121,827 1.04 5,560,913 1.45 8.0447 118.5 73.19
Ohio 1 8,483,627 0.79 8,483,627 1.28 8.2500 117.0 77.12
Indiana 1 7,888,604 0.74 7,888,604 1.00 8.8415 299.0 90.67
West Virginia 2 7,020,247 0.65 3,510,123 1.15 8.6849 247.2 85.18
Illinois 1 6,731,400 0.63 6,731,400 1.20 9.3750 75.0 61.19
Washington 1 6,195,965 0.58 6,195,965 1.28 8.1500 120.0 62.40
Kentucky 1 5,727,875 0.53 5,727,875 1.54 8.2940 118.0 74.39
South Carolina 2 5,317,897 0.50 2,658,949 1.63 7.7816 118.5 65.09
Alaska 1 5,000,000 0.47 5,000,000 1.85 8.3500 120.0 53.19
New Hampshire 1 4,676,905 0.44 4,676,905 1.24 8.5000 115.0 74.24
District of Columbia 1 4,191,835 0.39 4,191,835 1.40 8.1000 81.0 68.72
Arizona 1 4,088,076 0.38 4,088,076 1.53 8.5400 81.0 65.10
Nevada 1 3,884,427 0.36 3,884,427 1.41 8.8400 175.0 46.52
Kansas 2 2,454,804 0.23 1,227,402 1.54 8.2940 118.0 74.39
Utah 1 2,198,600 0.20 2,198,600 1.44 8.2600 131.0 70.92
Oklahoma 1 1,138,386 0.11 1,138,386 1.47 7.7500 118.0 77.44
--- --------- ------ ----------- ---- ------ ----- -----
TOTAL 188 $1,072,694,628 100.00% $ 5,767,175 1.37X 7.9831% 140.0 73.27%
</TABLE>
(a) Column totals may not sum due to rounding.
(b) For purposes of describing geographic concentration, the HIS/Litchfield
Loan, which is secured by 43 Mortgaged Properties located in twelve states,
is treated as 43 Mortgage Loans each of which is allocated a Cut-off Date
Principal Balance based on the Allocated Principal Amounts.
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. Any information in the material,
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.
<PAGE>
This material is furnished to you by Goldman, Sachs & Co., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-7
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
GEOGRAPHIC DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
- -------------------------------------------------------------------------------
[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.]
OK........ 0.1% NE........ 1.2%
KS........ 0.2% ID........ 1.3%
MO........ 0.2% ME........ 1.3%
UT........ 0.2% NC........ 1.3%
AZ........ 0.4% IA........ 1.4%
DC........ 0.4% TN........ 1.5%
NH........ 0.4% VA........ 1.5%
NV........ 0.4% MA........ 1.9%
AK........ 0.5% DE........ 2.0%
KY........ 0.5% MI........ 2.0%
SC........ 0.5% PA........ 2.4%
WA........ 0.5% GA........ 3.3%
IL........ 0.6% CO........ 3.8%
IN........ 0.7% TX........ 4.0%
WV........ 0.7% LA........ 4.2%
OH........ 0.8% CT........ 4.3%
WI........ 0.9% NJ........ 6.5%
AL........ 1.0% NY........ 8.2%
MD........ 1.1% FL........ 12.9%
MN........ 1.1% CA........ 24.7%
[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.]
Other ........ 35.11%
California ... 24.71%
Florida ...... 12.94%
New York ..... 8.21%
New Jersey ... 6.50%
Connecticut .. 4.32%
Lousisiana ... 4.19%
Texas ........ 4.03%
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-8
<PAGE>
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
PROPERTY TYPE DISTRIBUTION BY CUT-OFF DATE PRINCIPAL BALANCE
- -------------------------------------------------------------------------------
[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.]
Multifamily ...... 28.07%
Retail ........... 25.82%
Skilled Nursing .. 16.87%
Office ........... 9.97%
Industrial ....... 6.98%
Co-op ............ 5.08%
Hospitality ...... 4.13%
Mixed Use ........ 1.95%
Other ............ 1.14%
<TABLE>
<CAPTION>
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED
NUMBER AGGREGATE AVERAGE AVERAGE DEBT AVERAGE AVERAGE WEIGHTED
OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE MORTGAGE REMAINING AVERAGE
MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERMS TO CURRENT
PROPERTY TYPE PROPERTIES BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Multifamily 57 301,105,251 28.07 5,282,548 1.35 7.6367 111.9 74.65
Retail 40 276,955,477 25.82 6,923,887 1.26 8.0554 170.2 77.88
Skilled Nursing 5 180,960,564 16.87 36,192,113 1.63 8.3279 119.3 73.31
Office 16 106,903,437 9.97 6,681,465 1.32 7.8348 104.5 73.62
Industrial 8 74,919,578 6.98 9,364,947 1.38 7.7266 122.3 73.82
Co-Op 3 54,445,130 5.08 18,148,377 1.10 8.6896 350.8 53.79
Hospitality 6 44,317,546 4.13 7,386,258 1.55 8.2425 119.3 65.65
Mixed Use 6 20,880,130 1.95 3,480,022 1.44 8.3473 93.1 57.73
Special Purpose 1 7,988,671 0.74 7,988,671 1.53 7.7500 82.0 67.41
Mobile Home Pk 1 2,845,227 0.27 2,845,227 1.26 8.3000 117.0 70.60
Self-Storage 1 1,373,619 0.13 1,373,619 1.52 8.2800 119.0 68.68
--- -------------- ------ ----------- ----- ------ ----- -----
TOTAL 144 $1,072,694,628 100.00% $ 7,449,268 1.37x 7.9831% 140.0 73.27%
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-9
<PAGE>
- -------------------------------------------------------------------------------
DEBT SERVICE COVERAGE RATIO
- -------------------------------------------------------------------------------
o Weighted Average Current Debt Service Coverage Ratio: 1.37x
o 85% of the Portfolio has Debt Service Coverage Ratio greater than 1.20x
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
OF AGGREGATE AVERAGE DEBT AVERAGE AVERAGE WEIGHTED
RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE MORTGAGE REMAINING AVERAGE
DEBT SERVICE MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERM TO CURRENT
COVERAGE RATIOS LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- ---------------------- ----------- ---------------- -------------- --------------- ----------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.00 6 $ 47,401,014 4.42% $ 7,900,169 1.00x 8.8415% 299.0 92.15%
1.01 - 1.10 3 33,922,741 3.16 11,307,580 1.03 8.7347 343.7 54.53
1.11 - 1.20 9 74,089,611 6.91 8,232,179 1.18 8.5119 227.7 71.24
1.21 - 1.30 36 301,067,587 28.07 8,362,989 1.27 7.7397 120.1 77.39
1.31 - 1.40 45 241,955,632 22.56 5,376,792 1.35 7.7139 112.9 72.44
1.41 - 1.50 18 81,341,890 7.58 4,518,994 1.45 8.0765 118.0 68.54
1.51 - 1.60 14 255,662,633 23.83 18,261,617 1.54 8.0677 116.2 72.12
1.61 - 1.70 5 14,057,767 1.31 2,811,553 1.63 7.8414 141.1 60.35
1.71 - 1.80 2 4,221,041 0.39 2,110,521 1.75 7.3335 119.0 65.36
1.81 - 1.90 2 5,697,955 0.53 2,848,978 1.85 8.3378 119.6 53.01
2.31 - 2.40 1 5,694,504 0.53 5,694,504 2.35 8.5300 119.0 71.18
2.51 - 3.72 3 7,582,253 71 2,527,418 3.28 8.4423 118.3 55.74
--- -------------- -------- ----------- ---- ------ ----- -----
TOTAL 144 $1,072,694,628 100.00% $ 7,449,268 1.37x 7.9831% 140.0 73.27%
</TABLE>
(a) Debt Service is the ratio of Underwriting NOI over the annualized debt
service payments.
(b) Column totals may not add due to rounding
(c) Included in the above information are seven Credit Lease loans
representing 5.88% of the Initial Pool Balance which typically have Debt
Service Coverage Ratios of approximately 1.00 and Loan to Value Ratios in
excess of 80%
- -------------------------------------------------------------------------------
CUT-OFF DATE LOAN TO VALUE RATIO
- -------------------------------------------------------------------------------
o Weighted Average Current Loan to Value Ratio: 73.27%
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED
OF AGGREGATE AVERAGE DEBT WEIGHTED AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE AVERAGE REMAINING AVERAGE
RANGE OF CURRENT MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE MORTGAGE TERM TO CURRENT
LOAN-TO-VALUE RATIOS LOANS BALANCE BALANCE BALANCE RATIO INTEREST RATE MATURITY LTV
- ---------------------- ---------- ---------------- -------------- --------------- ----------- -------------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
25.00% - 30.00% 1 $ 1,490,719 0.14% $ 1,490,719 2.79x 7.2600% 118.0 25.70%
30.01 - 50.00 4 30,247,570 2.82 7,561,893 1.19 8.8880 246.9 46.78
50.01 - 60.00 8 52,460,599 4.89 6,557,575 1.32 8.4553 290.8 55.86
60.01 - 65.00 15 62,299,758 5.81 4,153,317 1.46 8.0979 109.1 62.14
65.01 - 70.00 23 106,707,425 9.95 4,639,453 1.51 7.8690 111.1 68.00
70.01 - 75.00 51 470,500,497 43.86 9,225,500 1.44 8.0075 117.1 73.49
75.01 - 80.00 30 244,179,748 22.76 8,139,325 1.28 7.6215 114.1 78.45
80.01 - 85.00 3 36,316,046 3.39 12,105,349 1.23 7.4319 171.1 82.46
85.01 - 90.00 4 18,669,798 1.74 4,667,450 1.03 8.6807 275.9 88.29
90.01 - 95.00 3 24,776,661 2.31 8,258,887 1.03 8.6427 277.3 92.84
95.01 - 100.00 2 25,045,806 2.33 12,522,903 1.11 8.8415 299.0 95.96
---- -------------- ------- ----------- ---- ------ ----- -----
TOTAL 144 $1,072,694,628 100.00% $ 7,449,268 1.37x 7.9831% 140.0 73.27%
</TABLE>
(a) Ratio of Cut-Off Date Loan Balance over Appraisal Value at Origination.
(b) Column totals may not add due to rounding.
(c) Included in the above information are seven Credit Lease loans
representing 5.88% of the Initial Pool Balance which typically have Debt
Service Coverage Ratios of approximately 1.00 and Loan to Value Ratios in
excess of 80%
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-10
<PAGE>
- -------------------------------------------------------------------------------
REMAINING AMORTIZATION TERM (IN MONTHS)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
OF AGGREGATE AVERAGE DEBT AVERAGE AVERAGE WEIGHTED
RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE MORTGAGE REMAINING AVERAGE
RANGE OF MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERM TO CURRENT
AMORTIZATION TERMS LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- ------------------- --------- --------------- -------------- -------------- ----------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
111 - 170 2 $ 5,935,334 0.55% $2,967,667 1.42x 7.9660% 118.0 63.79%
171 - 190 4 16,606,546 1.55 4,151,636 1.50 8.5411 130.7 54.04
231 - 250 1 2,100,000 0.20 2,100,000 1.09 7.3750 240.0 80.77
251 - 270 1 504,808 0.05 504,808 1.29 8.6250 263.0 59.39
271 - 290 3 13,987,268 1.30 4,662,423 1.29 8.7677 107.3 72.45
291 - 310 32 163,746,442 15.26 5,117,076 1.29 8.5043 185.7 76.80
311 - 330 6 42,146,500 3.93 7,024,417 1.71 7.8154 157.6 76.07
331 - 360 95 827,667,73 77.16 8,712,292 1.37 7.8654 130.7 72.88
---- --------------- ------- ---------- ---- ------ -----
TOTAL 144 $1,072,694,628 100.00% $7,449,268 1.37x 7.9831% 140.0 73.27%
</TABLE>
(a) Column totals may not add due to rounding.
- -------------------------------------------------------------------------------
CURRENT MORTGAGE INTEREST RATES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
OF AGGREGATE AVERAGE DEBT AVERAGE AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE MORTGAGE REMAINING AVERAGE
RANGE OF MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERM TO CURRENT
MORTGAGE RATES LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- -------------------- ----------- ---------------- -------------- --------------- ----------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
7.0001% - 7.2500% 7 $57,787,589 5.39% $ 8,255,370 1.39x 7.0713% 106.5 73.88%
7.2501 - 7.5000 24 194,123,007 18.10 8,088,459 1.37 7.3692 136.3 74.77
7.5001 - 7.7500 24 183,075,143 17.07 7,628,131 1.35 7.6374 102.1 75.14
7.7501 - 8.0000 20 109,298,727 10.19 5,464,936 1.31 7.8727 120.2 74.19
8.0001 - 8.2500 22 117,135,641 10.92 5,324,347 1.37 8.1216 118.6 71.02
8.2501 - 8.5000 16 234,480,023 21.86 14,655,001 1.47 8.3281 139.0 71.83
8.5001 - 8.7500 13 56,432,006 5.26 4,340,924 1.46 8.6225 175.5 60.87
8.7501 - 9.000 14 102,873,225 9.59 7,348,088 1.19 8.8742 269.0 80.09
9.0001 - 9.2500 2 8,467,825 0.79 4,233,912 1.41 9.1436 113.0 65.38
9.2501 - 9.5000 2 9,021,442 0.84 4,510,721 1.20 9.3750 84.9 61.16
----- --------------- ------- ----------- ---- ------ ----- -----
TOTAL 144 $1,072,694,628 100.00% $ 7,449,268 1.37x 7.9831% 140.0 73.27%
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-11
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
AMORTIZATION TYPES
- -----------------------------------------------------------------------------------------------------------------------------------
PERCENTAGE OF WEIGHTED WEIGHTED WEIGHTED
NUMBER AGGREGATE AVERAGE AVERAGE DEBT AVERAGE AVERAGE WEIGHTED
OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE MORTGAGE REMAINING AVERAGE
MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERMS TO CURRENT
AMORTIZATION TYPE LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balloon 121 $ 852,672,609 79.495% $ 7,046,881 1.42x 7.9229% 116.5 72.86%
Fully Amortizing 16 134,480,865 12.54 8,405,054 1.11 8.6714 303.3 73.07
Hyper Amortizing 7 85,541,154 7.97 12,220,165 1.31 7.5015 118.3 77.62
----- ----- ---------- -------- ---------- ---- ------ ----- -----
TOTAL 144 $1,072,694,628 100.00% $ 7,449,268 1.37x 7.9831% 140.0 73.27%
</TABLE>
(a) Column totals may not add due to rounding.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
REMAINING TERM TO MATURITY (IN MONTHS)
- -----------------------------------------------------------------------------------------------------------------------------------
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
OF AGGREGATE AVERAGE DEBT AVERAGE AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE MORTGAGE REMAINING AVERAGE
RANGE OF REMAINING MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERM TO CURRENT
TERM TO MATURITY LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- ---------------------- ----------- ---------------- -------------- --------------- ----------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
51 - 70 1 $ 6,715,102 0.63% $ 6,715,102 1.25x 7.5900% 59.0 79.94%
71 - 90 23 143,667,475 13.39 6,246,412 1.33 7.8002 82.2 72.28
91 - 110 3 13,987,268 1.30 4,662,423 1.29 8.7677 107.3 72.45
111 - 130 91 691,480,050 64.46 7,598,682 1.45 7.9163 118.4 72.84
131 - 150 6 27,161,218 2.53 4,526,870 1.30 7.9698 137.9 72.42
151 - 170 1 6,025,863 0.56 6,025,863 1.22 7.8900 155.0 78.87
171 - 190 7 63,496,548 5.92 9,070,935 1.28 7.5647 178.7 76.35
231 - 250 1 2,100,000 0.20 2,100,000 1.09 7.3750 240.0 80.77
251 - 270 1 504,808 0.05 504,808 1.29 8.6250 263.0 59.39
271 - 310 7 63,111,166 5.88 9,015,881 1.04 8.8415 299.0 93.06
311 - 360 3 54,445,130 5.08 18,148,377 1.10 8.6896 350.8 53.79
----- ------------- -------- ---------- ---- ------ ----- -----
TOTAL 144 $1,072,694,628 100.00% $ 7,449,268 1.37X 7.9831% 140.0 73.27%
</TABLE>
(a) Column totals may not add due to rounding.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
YEAR OF ORIGINATION
- -----------------------------------------------------------------------------------------------------------------------------------
WEIGHTED
PERCENTAGE AVERAGE WEIGHTED WEIGHTED
OF AGGREGATE AVERAGE DEBT AVERAGE AVERAGE WEIGHTED
NUMBER OF CUT-OFF DATE CUT-OFF DATE CUT-OFF DATE SERVICE MORTGAGE REMAINING AVERAGE
MORTGAGE PRINCIPAL PRINCIPAL PRINCIPAL COVERAGE INTEREST TERM TO CURRENT
YEAR OF ORIGINATION LOANS BALANCE BALANCE BALANCE RATIO RATE MATURITY LTV
- ---------------------- ----------- ---------------- -------------- --------------- ----------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1997 138 $1,045,458,698 97.46% $7,575,788 1.38 x 7.9615% 137.6 73.59%
1996 4 24,782,219 2.31 6,195,555 1.12 8.8716 242.0 60.14
1995 1 1,948,902 0.18 1,948,902 1.25 8.1250 97.0 70.87
1994 1 504,808 0.05 504,808 1.29 8.6250 263.0 59.39
----- -------------- ------- ---------- ---- ------ ----- -----
TOTAL 144 $1,072,694,628 100.00% $7,449,268 1.37 X 7.9831% 140.0 73.27%
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-12
<PAGE>
- -------------------------------------------------------------------------------
OVERVIEW OF SOURCES OF MORTGAGE LOANS
- -------------------------------------------------------------------------------
o Fourteen of the Mortgage Loans (the "GACC Mortgage Loans"), which
represent 28.93% of the Initial Pool Balance, are currently held by GACC.
All of the GACC Mortgage Loans were originated by GACC or its affiliates.
o Ninety-three of the Mortgage Loans (the "GMACCM Mortgage Loans"), which
represent 51.15% of the Initial Pool Balance, are currently held by
GMACCM. All of the GMACCM Mortgage Loans were originated by GMACCM.
o Thirty-seven of the Mortgage Loans (the "GSMC Mortgage Loans"), which
represent 19.92% of the Initial Pool Balance, are currently held by GSMC.
87.8% of the GSMC Mortgage Loans were acquired from Central Park Capital,
L.P., an affiliate of GSMC, and 12.2% of the GSMC Mortgage Loans were
acquired from Imperial Commercial Capital Corp.
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-13
<PAGE>
- -------------------------------------------------------------------------------
SIGNIFICANT MORTGAGE LOANS
- -------------------------------------------------------------------------------
THE IHS/LITCHFIELD LOAN
THE LOAN. The largest Mortgage Loan in the Mortgage Asset Pool is a Mortgage
Loan secured by 43 Mortgaged Properties operated by Integrated Health Systems
of Lester, Inc. (the "IHS/Litchfield Loan"). The IHS/Litchfield Loan was
originated by GACC on September 30, 1997 and has a principal balance as of the
Cut-off Date of $165,290,099, which represents 15.41% of the Initial Pool
Balance. The IHS/Litchfield Loan is secured by fee Mortgages (the
"IHS/Litchfield Mortgages") encumbering 43 skilled nursing home properties (the
"IHS/Litchfield Properties") located in 12 states. The Mortgage Loan documents
permit the release of individual Mortgaged Properties upon a payment of 125% of
the allocated principal amount (the "Allocated Principal Amount") for the
applicable Mortgaged Property, as set forth in the table below (as of the
Cut-off Date).
The IHS/Litchfield Loan was made to Litchfield Investment Company, L.L.C.
("LIC"), a Connecticut special purpose entity formed in 1994 solely for the
purpose of purchasing, owning and operating the IHS/Litchfield Properties. LIC
leases each of the IHS/Litchfield Properties under essentially identical triple
net leases (collectively, the "Leases") to Integrated Health Services of
Lester, Inc. ("IHS of Lester") a wholly owned subsidiary of Integrated Health
Services, Inc. ("IHS"). IHS unconditionally guarantees the Leases.
Payment, prepayment and defeasance terms for the IHS/Litchfield Loan are as set
forth on Annex A.
THE BORROWER. LIC is a Connecticut limited liability company beneficially owned
by three individual investors. LIC was formed in 1994 in connection with the
original acquisition of the IHS/Litchfield Properties and lease to IHS of
Lester. LIC's activities have been limited since that time to the ownership of
the IHS/Litchfield Properties and acting as lessor under the Leases.
THE PROPERTIES. The IHS/Litchfield Properties consist of 43 skilled nursing
home properties located in Alabama, Colorado, Florida, Georgia, Idaho, Kansas,
Kentucky, Louisiana, North Carolina, Tennessee, Texas, and West Virginia. The
IHS/Litchfield Properties range in number of beds from 56 to 287 and were
constructed between 1949 to 1985. Appraisals dated September 1, 1997 determined
an aggregate value for the IHS/Litchfield Properties of $222,200,000.
THE TENANT. IHS of Lester is the lesee for each property. IHS, the guarantor
and parent of IHS of Lester, is a Delaware corporation and one of the nation's
leading post-acute health care providers. IHS is a publicly traded health care
operator (NYSE: IHS) which operates long term health care facilities
nationwide. As of October 30, 1997, IHS had a senior debt rating of Ba3 from
Moody's and BB- from S&P and a market capitalization in excess of $800 million
as of December 5, 1997.
THE LEASES. Each of the leases is a triple net lease with an 11-year initial
term. Upon the expiration of the initial term of the Leases, IHS of Lester will
have an option to (i) renew the Leases at a base rent equal to a fixed amount
above the debt service payable on the loan entered into to refinance the
IHS/Litchfield Loan or (ii) purchase the IHS/Litchfield Properties for a
purchase price equal to the greatest of (a) fair market value, (b) 125% of the
outstanding amount of mortgage debt on theIHS/Litchfield Properties and (c) a
multiple of the earnings from the IHS/Litchfield Properties. If IHS of Lester
does exercise its purchase option, it would, after repayment of the
IHS/Litchfield Loan, be entitled to credit certain amounts paid by IHS of
Lester to LIC under the Leases against the purchase price. If IHS of Lester
does not renew the Leases (which renewal must be exercised at least 18 months
prior to the expiration of the Leases) and the IHS/Litchfield Properties are
appraised at the end of the tenth Lease year for less than $215,600,000, then
IHS would be required to post a deposit in the amount of $29,400,000, which
deposit could be applied by LIC to the extent necessary to cover any shortfall
between the actual sales proceeds realized by LIC from the IHS/Litchfield
Properties and $215,600,000. In addition, if IHS of Lester chose neither to
renew nor purchase, it would forfeit its rights to certain incentive fees
payable by LIC under a related agreement based upon increases in earnings from
the IHS/Litchfield Properties and payable only out of refinancing proceeds
(including $15,700,000 already paid to IHS of Lester).
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-14
<PAGE>
- -------------------------------------------------------------------------------
SIGNIFICANT MORTGAGE LOANS
- -------------------------------------------------------------------------------
THE CRICKM LOANS
THE LOANS. Seven Mortgage Loans for which borrowers are affiliates
(collectively, the "CRICKM Loans") representing 5.88% of the Initial Pool
Balance, were originated by GACC on October 15, 1997, and have an aggregate
principal balance as of the Cut-Off Date of $63,111,166.
The CRICKM Loans consist of seven separate Mortgage Loans to seven different
special purpose Delaware business trusts (each, a "CRICKM Loan Borrower")
formed solely for the purpose of purchasing, owning and operating the CRICKM
Properties (as defined herein). Each CRICKM Loan is secured by a fee Mortgage
encumbering one of six free standing retail stores or one shopping center
located throughout the United States (the "CRICKM Properties") and net leased
to Kmart Corporation ("Kmart"). The separate Mortgage Loans which comprise the
CRICKM Loans are neither cross-collateralized nor cross-defaulted.
Payment, prepayment and defeasance terms and reserves for the CRICKM Loans are
as set forth on Annex A.
THE BORROWERS. Each of the CRICKM Loan Borrowers is a special purpose Delaware
business trust sponsored by Corporate Realty Investment Company, ("CRIC"), a
Massachusetts based limited liability company.
THE PROPERTIES. The CRICKM Properties consist of 5 free standing retail stores
and one shopping center property located in California, Connecticut, Indiana,
Texas, and West Virginia. The CRICKM Properties range in square feet from
86,479 square feet to 188,442 square feet and were constructed between 1991 to
1996. Appraisals performed in September 1997 determined an aggregate value for
the CRICKM Properties of $67,900,000.
THE TENANT. Kmart leases each CRICKM Property (including the entire shopping
center property, a portion of which is subleased to other tenants) under a
fully "bondable" triple net credit leases. As of December 5, 1997 Kmart had a
senior secured rating of Ba1/BBP/BB+/BB+ and unsecured rating of Ba3/B+/BB-
from Moody's, Standard & Poor's Rating Services ("S&P"), and DCR, respectively.
S&P's outlook on Kmart is positive as of October 15, 1997.
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-15
<PAGE>
GOLDMAN, SACHS & CO.
85 BROAD STREET
NEW YORK, N.Y. 10004
REAL ESTATE FINANCE
Rolf Edwards Phone: (212) 902-5637
Vice President Fax: (212) 357-5505
Brian Landau Phone: (212) 902-8139
Associate Fax: (212) 357-5505
Viktor Spivakovsky Phone: (212) 902-5373
Analyst Fax: (212) 357-5505
Corey Owens Phone: (212) 902-4825
Associate Fax: (212) 357-5505
MORTGAGE SALES AND TRADING
Mark Kogan Phone: (212) 902-2565
Managing Director Fax: (212) 902-1691
Justin Kennedy Phone: (212) 902-2914
Vice President Fax: (212) 902-1691
Jim Mrowka Phone: (212) 902-2914
Associate Fax: (212) 902-1691
STRUCTURED FINANCE
Steve Enfield Phone: (212) 902-3251
Vice President Fax: (212) 902-4024
MORTGAGE RESEARCH
Mark Buono Phone: (212) 902-3824
Vice President Fax: (212) 902-1691
<PAGE>
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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-16
<PAGE>
DEUTSCHE MORGAN GRENFELL INC.
31 WEST 52ND STREET
NEW YORK, NY 10019
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
REAL ESTATE FINANCE MORTGAGE TRADING AND ANALYTICS
Michael Offit Phone: (212) 469-7343 John Cutting Phone: (212) 469-7730
Director Fax: (212) 469-8518 Director Fax: (212) 469-7558
Steve Stuart Phone: (212) 469-8444 Adam Behlman Phone: (212) 469-8576
Director Fax: (212) 469-8518 Vice President Fax: (212) 469-7558
Eric Schwartz Phone: (212) 469-4542 Lawrence Lee Phone: (212) 469-8676
Vice President Fax: (212) 469-8518 Vice President Fax: (212) 469-7558
Allison Michaels Phone: (212) 469-7391 Scott Waynebern Phone: (212) 469-7730
Associate Fax: (212) 469-8518 Associate Fax: (212) 469-7558
Michelle Huang Phone: (212) 469-8939
Analyst Fax: (212) 469-8518
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-17
<PAGE>
RESIDENTIAL FUNDING SECURITIES CORPORATION
8400 NORMANDALE LAKE BLVD.
SUITE 700
MINNEAPOLIS, MN 55437
<TABLE>
<CAPTION>
<S> <C> <C> <C>
REAL ESTATE FINANCE MORTGAGE TRADING
Jill Johnson Phone: (612) 832-7149 David Soltau Phone: (612) 824-4657
Director Fax: (612) 832-7097 Director Fax: (612) 921-4230
</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. Any information in the material,
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., Deutsche Morgan
Grenfell Inc. and Residential Funding Securities Corporation and not by the
issuer of the securities. Goldman, Sachs & Co. and Deutsche Morgan Grenfell
Inc. are acting as co-lead underwriters and Residential Funding Securities
Corporation is acting as an underwriter and not acting as agents 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.
C-18
