<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): January 26, 1999
GMAC Commercial Mortgage Securities, Inc.
- ------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 333-64963 23-2811925
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(STATE OR OTHER JURISDICTION (COMMISSION) (I.R.S. EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
650 Dresher Road, Horsham, Pennsylvania 19044
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (215) 328-3164
Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Exhibit Index Located on Page 2
<PAGE>
ITEM 5. OTHER EVENTS.
On or about February 9, 1999, the Registrant will cause the issuance
and sale of approximately $1,334,328,273 initial principal amount of Mortgage
Pass-Through Certificates, Series 1999-C1, Class X, Class A-1, Class A-2, 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 February 1, 1999, among the
Registrant, GMAC Commercial Mortgage Corporation, as Servicer, and Norwest Bank
Minnesota, National Association, as Trustee. In connection with the sale of the
Class X, Class A-1, Class A-2, Class B, Class C, Class D and Class E
Certificates (the "Publicly Offered Certificates"), the Registrant has been
advised by Goldman, Sachs & Co., Deutsche Bank Securities Inc. and Donaldson,
Lufkin & Jenrette Securities Corporation (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.
333-64963 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. 333-64963 but prior
to the availability of a final Prospectus relating to the Publicly Offered
Certificates. The Structural Term Sheets 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/ David Lazarus
----------------------------
Name: David Lazarus
Title: Vice President
Dated: January 26, 1999
4
<PAGE>
INDEX OF EXHIBITS
Exhibit Description
------- -----------
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.
5
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Exhibit 99.1
STRUCTURAL AND COLLATERAL TERM SHEET
$1,160,865,000 (APPROXIMATE) JANUARY 26, 1999
GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C1
APPROXIMATE SECURITIES STRUCTURE:
EXPECTED EXPECTED
APPROXIMATE CREDIT WEIGHTED EXPECTED
EXPECTED FACE/NOTIONAL SUPPORT AVERAGE LIFE PAYMENT
CLASS RATING AMOUNT (MM) (% OF UPB) (YEARS) (B) WINDOW
(A) (S&P/FITCH)
- -------------------------------------------------------------------------
PUBLICLY OFFERED CLASSES
X AAAr/AAA $1,334.3(c) 9.48 03/99-01/19
A1 AAA /AAA 240.0 31.00% 5.40 03/99-05/08
A2 AAA /AAA 680.7 31.00 9.73 05/08-01/09
B AA/AA 66.7 26.00 9.93 01/09-01/09
C A /A 66.7 21.00 9.93 01/09-01/09
D BBB/BBB 86.7 14.50 9.97 01/09-03/09
E BBB-/BBB- 20.0 13.00 10.14 03/09-04/09
PRIVATELY OFFERED CLASSES (D)
- -------------------------------------------------------------------------
F - - - - -
G - - - - -
H - - - - -
J - - - - -
K - - - - -
TOTAL SECURITIES: $1,334.3
- -------------------------------------------------------------------------
(a) Class A1 has a fixed rate. Classes A2, B and C have a fixed rate subject
to a cap equal to the weighted average Net Mortgage Rate. Classes D and E
have a coupon equal to the weighted average Net Mortgage Rate.
(b) Calculated at 0% CPR, no balloon extension and Hyperamortization Loans
pay in full on Anticipated Repayment Dates.
(c) Notional amount on interest only class.
(d) Not offered hereby.
KEY FEATURES:
Lead Manager: Goldman, Sachs & Co.
Co-Managers: Deutsche Bank Securities
Donaldson, Lufkin & Jenrette
Mortgage Loan Seller: GMAC Commercial Mortgage Corporation
Master Servicer: GMAC Commercial Mortgage Corporation
Special Servicer: GMAC Commercial Mortgage Corporation
Trustee: Norwest Bank Minnesota, N.A.
Launch: Late January/Early February
Pricing: Early February
Closing: Early/Mid February
Cut-Off Date: February 1, 5 and 10, 1999
Distribution Date: 15th of each month, or following business
day (commencing March 1999)
Payment Delay: 14 days
ERISA Eligible: Classes A1, A2, and X are expected to
be ERISA eligible subject to certain conditions
for eligibility.
SMMEA Eligible: Classes A1, A2, X and B are expected
to be SMMEA eligible subject to certain
conditions for eligibility.
Structure: Sequential pay
Day Count: 30/360
Tax Treatment: REMIC
Rated Final Distribution Date: May 15, 2033
Clean up Call: 1.0%
Minimum Denominations: Publicly Offered Classes except Class X:
$25,000 & $1
Class X: $1,000,000 Notional Amount & $1
Delivery: DTC
- -------------------------------------------------------------------------------
COLLATERAL FACTS:
Initial Pool Balance: $1,334,328,273
Number of Mortgage Loans: 228
Number of Mortgaged Properties: 266
Average Cut-Off Date Balance: $5,016,272
Weighted Average Current Mortgage Rate: 6.985%
Weighted Average U/W DSCR: 1.47x
Weighted Average Cut-Off Date LTV Ratio: 69.84%
Weighted Average Remaining Term to Maturity (months): 125.6
Weighted Average Remaining Amortization Term (months): 336.9
Weighted Average Seasoning (months): 3.2
Balloon Loans as % of Total (a): 96.1%
Ten Largest Loans or Related Loans as % of Total: 35.3%
(a) Includes 18 hyperamortizing loans totaling $109.6mm and 8.2% of the pool
cut-off date balance.
TEN LARGEST LOANS OR RELATED LOANS
LOAN BALANCE % BY UPB LTV DSCR PROPERTY TYPE
- -----------------------------------------------------------------------------
AMD Corporate $68,211,566 5.11% 74.96% 1.31 Office
Headquarters
The Zalkind Loans (a) 65,350,220 4.90 75.91 1.27 Multifamily
The Meringoff Loan 62,804,289 4.71 72.23 1.24 Office
Hudson Valley Mall 58,566,075 4.39 67.54 1.39 Retail
Uniprop Portfolio (b) 52,398,996 3.93 52.95 1.99 Mobile Home
Park
Randall Portfolio (c) 39,970,831 3.00 77.73 1.23 Multifamily
The Mills Building & 333 36,000,000 2.70 46.75 1.89 Office
Pine Street
211 W. Fort Street 31,874,231 2.39 66.40 1.43 Office
Bowers Portfolio (d) 30,056,317 2.25 70.28 2.68 Healthcare
Monterra & Chandler's 25,500,000 1.91 61.76 1.28 Multifamily
Apts.
TOTAL $470,732,523 35.28%
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(a) 7 loans with affiliated borrowers make up this group of loans.
(b) 2 cross-collateralized loans with the same borrower and 5 loans with
affiliated borrowers make up this group of loans.
(c) 3 loans with affiliated borrowers make up this group of loans.
(d) 2 cross-collateralized loans with the same borrower and 1 loan with an
affiliated borrower make up this group of loans.
SELECTED LOAN DATA:
NUMBER OF
GEOGRAPHIC MORTGAGED CUT-OFF DATE BALANCE
DISTRIBUTION PROPERTIES (MM) % BY UPB WTD. AVG. DSCR
- ----------------------------------------------------------------------------
California 39 $294.7 22.09% 1.44x
New York 27 166.7 12.49 1.36
Florida 26 101.0 7.57 1.44
Texas 21 79.5 5.96 2.09
Michigan 10 76.5 5.73 1.49
Other (a) 143 615.9 46.16 1.43
--- ----- -----
TOTAL/WTD. AVG. 266 $1,334.3 100.00% 1.47X
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(a) Includes 30 states and District of Columbia.
NUMBER OF CUT-OFF DATE BALANCE
MORTGAGED --------------------------------------------
PROPERTY TYPE PROPERTIES (MM) % BY UPB WTD. AVG. DSCR
- ----------------------------------------------------------------------------
Multifamily 95 $426.1 31.94% 1.35x
Office 45 378.7 28.38 1.38
Retail 46 214.8 16.10 1.35
Industrial 21 71.5 5.36 1.42
Hospitality 12 57.2 4.29 1.68
Mobile Home Park 14 56.4 4.23 1.96
Skilled Nursing 9 35.7 2.68 2.32
Congregate Care 8 32.9 2.46 2.45
Assisted Living
Facility 5 19.5 1.46 1.24
Mixed Use 2 16.5 1.24 1.50
Other 9 25.0 1.88 1.95
- ---- ----
TOTAL/WTD. AVG. 266 $1,334.3 100.00% 1.47X
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PREPAYMENT RESTRICTIONS (MM) % BY UPB WTD. AVG. DSCR
- ----------------------------------------------------------------------------
Lockout/Defeasance $1,279.2 95.87% 1.46x
Lockout/Greater of YM or 1% (a) 46.9 3.51 1.36
Lockout/Open 8.2 0.62 3.17
--- ----
TOTAL/WTD. AVG. $1,334.3 100.00% 1.47X
- ----------------------------------------------------------------------------
(a) Includes 7 loans with the provision "(Greater of YM or 1%) + (25% on the
loan balance)".
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
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STRUCTURAL OVERVIEW
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o For purposes of calculating principal distributions of the Certificates:
-- Available principal will be allocated sequentially to the Class A1,
A2, B, C, D, E, F, G, H, J, K certificates.
-- In case the principal balance of the Class K, J, H, G, F, E, D, C, B,
in that order, have been reduced to zero due to the allocation of
principal losses, then A1 and A2 will be allocated principal pro
rata.
o Class X will be entitled to receive payments of interest only and will not
receive any payments of principal. Class X will be entitled to payments of
interest pro rata (based on interest entitlements) with the Class A1 and
A2 Certificates each month.
o Each class will be subordinate to the Class A1, A2, and X and to each
class with an earlier alphabetic designation than such class. Each of the
Class A1, A2, and X Certificates will be of equal priority.
o All classes will pay interest on a 30/360 basis.
o Principal Losses will be allocated in reverse alphabetical order to Class
K, J, H, G, F, E, D, C, B, and then pro rata to Class A1 and A2.
o The Master Servicer will cover net prepayment interest shortfalls,
provided that with respect to any loans with due dates on or preceding the
related determination date the Master Servicer will only cover net
prepayment interest shortfalls up to the Master Servicing fee equal to 2
basis points per annum on the principal balance of such loans. Net
prepayment interest shortfalls (after application of prepayment interest
excesses and other Servicer coverage from the Master Servicing Fee) will
be allocated pro-rata (based on interest entitlements) to all regular
Certificates.
o Shortfalls resulting from Master Servicer and Special Servicer
modifications, Special Servicer compensation or other extraordinary trust
fund expenses will be allocated in reverse alphabetical order to classes
of outstanding regular Certificates other than to the Class X.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS (A)
- -------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS:
Prepayment premiums and yield maintenance amounts with respect to all loans
will be allocated between the related Certificates then entitled to principal
distributions and the Class X Certificates as follows:
o A percentage of all prepayment premiums (yield maintenance amounts) with
respect to all loans will be allocated to each class of the Certificates
then entitled to principal distributions, which percentage will be equal
to the product of (a) the percentage of the total principal distribution
that such Class receives, and (b) a percentage (which can be no greater
than 100%), the numerator of which is the excess, if any, 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, if any, 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 such prepayment premiums and yield maintenance
amounts will be allocated to the Class X Certificates.
o In general, this formula provides for an increase in the allocation of
prepayment premiums and yield maintenance premiums to the Certificates
then entitled to principal distributions relative to the Class X
Certificates as Discount Rates decrease and a decrease in the allocation
to such Classes as Discount Rates rise.
Allocation of Prepayment Premiums Example
Discount Rate Fraction Methodology:
Mortgage Rate = 8%
Bond Class Rate = 6%
Treasury Rate = 5%
% of Principal Distributed to Class = 100%
BOND CLASS ALLOCATION CLASS X ALLOCATION
- --------------------------------- --------------------------------------
6% - 5% x 100% = 33 1/3% Receives excess premiums = 66 2/3% thereof
-------
8% - 5%
(a) For further information regarding the allocation of prepayment premiums,
refer to the Prospectus Supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
PREPAYMENT PROVISIONS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREPAYMENT LOCK-OUT/ PREPAYMENT PREMIUM ANALYSIS / DEFEASANCE
PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING
NO PREPAYMENT OF PRINCIPAL (A)(B)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
PREPAYMENT FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
RESTRICTIONS 1999 2000 2001 2002 2003
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Locked out 96.49% 96.48% 21.58% 4.09% 0.28%
Defeasance 0.00 0.00 74.89 92.19 95.99
Yield Maintenance 3.51 3.52 3.53 3.55 3.56
- --------------------------------------------------------------------------------------------
SUBTOTAL 100.00% 100.00% 100.00% 99.83% 99.83%
Open 0.00% 0.00% 0.00% 0.17% 0.17%
- --------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
UPB ($MM) 1,334.33 1,318.35 1,301.18 1,276.33 1,255.84
% OF INITIAL UPB 100.00% 98.80% 97.52% 95.65% 94.12%
- --------------------------------------------------------------------------------------------
<CAPTION>
- --------------------------------------------------------------------------------------------
PREPAYMENT FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
RESTRICTIONS 2009 2010 2011 2012 2013
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Locked Out 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 67.95 98.37 98.00 98.07 96.33
Yield Maintenance 9.93 0.00 0.00 0.00 0.00
- --------------------------------------------------------------------------------------------
SUBTOTAL 77.87% 98.37% 98.00% 98.07% 96.33%
Open 22.13% 1.63% 2.00% 1.93% 3.67%
- --------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
UPB ($MM) 209.74 135.43 101.80 95.22 88.56
% OF INITIAL UPB 15.72% 10.15% 7.63% 7.14% 6.64%
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
PREPAYMENT FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
RESTRICTIONS 2004 2005 2006 2007 2008
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Locked out 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 96.01 94.97 95.94 95.93 92.19
Yield Maintenance 3.57 3.58 3.64 3.65 2.71
- ------------------------------------------------------------------------------------------
SUBTOTAL 99.58% 98.55% 99.58% 99.59% 94.90%
Open 0.42% 1.45% 0.42% 0.41% 5.10%
- ------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
UPB ($MM) 1,233.78 1,209.99 1,169.12 1,142.23 1,109.16
% OF INITIAL UPB 92.46% 90.68% 87.62% 85.60% 83.12%
- ------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------
PREPAYMENT FEBRUARY FEBRUARY FEBRUARY FEBRUARY FEBRUARY
RESTRICTIONS 2014 2015 2016 2017 2018
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Locked Out 0.00% 0.00% 0.00% 0.00% 0.00%
Defeasance 94.21 92.81 93.50 94.59 77.42
Yield Maintenance 0.00 0.00 0.00 0.00 0.00
- ------------------------------------------------------------------------------------------
SUBTOTAL 94.21% 92.81% 93.50% 94.59% 77.42%
Open 5.79% 7.19% 6.50% 5.41% 22.58%
- ------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
UPB ($MM) 24.24 16.13 13.78 11.30
6.75
% OF INITIAL UPB 1.82% 1.21% 1.03% 0.85% 0.51%
- ------------------------------------------------------------------------------------------
</TABLE>
(a) Table calculated using modeling assumptions.
(b) Differences in totals may exist due to rounding.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
AVERAGE LIFE TABLE (IN YEARS)
(PREPAYMENTS LOCKED OUT THROUGH LOCK OUT PERIOD,
DEFEASANCE AND YIELD MAINTENANCE, THEN RUN AT THE INDICATED CPRS)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PREPAYMENT ASSUMPTIONS (CPR)
0% CPR 25% CPR 50% CPR 75% CPR 100% PP*
- -------------------------------------------------------------------------------
X 9.48 9.44 9.41 9.37 9.18
A1 5.40 5.34 5.31 5.29 5.23
A2 9.73 9.70 9.66 9.61 9.36
B 9.93 9.93 9.93 9.92 9.68
C 9.93 9.93 9.93 9.93 9.72
D 9.97 9.95 9.93 9.93 9.85
E 10.14 10.12 10.08 10.00 9.93
- -------------------------------------------------------------------------------
*"PP" means 100% of each loan prepays when it becomes freely prepayable.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE BALANCES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
BALANCES LOANS BALANCE BALANCE DATE BALANCE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$298,646 - 999,999 8 $6,010,786 0.45% $751,348
1,000,000 - 1,999,999 57 87,504,852 6.56 1,535,173
2,000,000 - 2,999,999 41 103,789,798 7.78 2,531,458
3,000,000 - 3,999,999 29 101,711,593 7.62 3,507,296
4,000,000 - 4,999,999 23 102,203,557 7.66 4,443,633
5,000,000 - 5,999,999 16 89,945,191 6.74 5,621,574
6,000,000 - 6,999,999 9 58,650,629 4.40 6,516,737
7,000,000 - 7,999,999 9 67,264,133 5.04 7,473,793
8,000,000 - 8,999,999 6 52,037,839 3.90 8,672,973
9,000,000 - 9,999,999 4 39,307,192 2.95 9,826,798
10,000,000 - 13,999,999 5 60,346,815 4.52 12,069,363
14,000,000 - 16,999,999 5 78,961,055 5.92 15,792,211
17,000,000 - 19,999,999 5 89,609,574 6.72 17,921,915
20,000,000 - 24,999,999 4 88,433,697 6.63 22,108,424
25,000,000 - 29,999,999 2 51,095,401 3.83 25,547,700
30,000,000 - 39,999,999 2 67,874,231 5.09 33,937,115
40,000,000 - 59,999,999 1 58,566,075 4.39 58,566,075
60,000,000 - 68,211,566 2 131,015,855 9.82 65,507,927
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- ------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
WEIGHTED REMAINING AVERAGE
WEIGHTED AVERAGE TERM TO CUT-OFF
RANGE OF CUT-OFF DATE AVERAGE DSCR MORTGAGE RATE MATURITY DATE LTV
BALANCES (MOS) RATIO
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$298,646 - 999,999 1.69x 6.949% 115.2 57.94%
1,000,000 - 1,999,999 1.59 6.725 135.9 67.12
2,000,000 - 2,999,999 1.42 6.727 132.1 70.48
3,000,000 - 3,999,999 1.45 6.955 141.4 67.25
4,000,000 - 4,999,999 1.46 6.835 131.9 73.14
5,000,000 - 5,999,999 1.59 6.739 115.6 69.13
6,000,000 - 6,999,999 1.58 7.017 118.0 71.69
7,000,000 - 7,999,999 1.36 6.787 117.6 69.87
8,000,000 - 8,999,999 1.57 7.145 131.5 67.01
9,000,000 - 9,999,999 1.47 7.003 116.7 76.32
10,000,000 - 13,999,999 1.34 6.818 112.2 78.83
14,000,000 - 16,999,999 1.42 7.143 134.0 71.80
17,000,000 - 19,999,999 1.54 6.970 117.4 72.56
20,000,000 - 24,999,999 1.30 7.255 120.0 75.05
25,000,000 - 29,999,999 1.71 5.996 118.5 53.90
30,000,000 - 39,999,999 1.67 7.357 145.3 55.98
40,000,000 - 59,999,999 1.39 7.680 119.0 67.54
60,000,000 - 68,211,566 1.28 7.382 118.0 73.65
TOTAL/WTD. AVG. 1.47X 6.985% 125.6 69.84%
- ---------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGED CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
STATE PROPERTIES BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
California 39 $294,724,360 22.09% $7,557,035
New York 27 166,708,740 12.49 6,174,398
Florida 26 100,975,716 7.57 3,883,681
Texas 21 79,469,832 5.96 3,784,278
Michigan 10 76,512,898 5.73 7,651,290
Nevada 6 56,588,974 4.24 9,431,496
Georgia 11 51,515,170 3.86 4,683,197
Washington 10 46,156,438 3.46 4,615,644
Connecticut 10 40,497,082 3.04 4,049,708
Missouri 5 39,847,166 2.99 7,969,433
Illinois 9 35,961,570 2.70 3,995,730
Colorado 11 32,157,060 2.41 2,923,369
Iowa 8 30,532,846 2.29 3,816,606
Pennsylvania 6 28,987,281 2.17 4,831,214
Oregon 4 28,649,490 2.15 7,162,372
Arizona 8 24,657,070 1.85 3,082,134
District of Columbia 4 20,435,721 1.53 5,108,930
New Jersey 7 20,122,031 1.51 2,874,576
Utah 2 19,040,266 1.43 9,520,133
Louisiana 5 16,524,191 1.24 3,304,838
Ohio 5 15,327,641 1.15 3,065,528
North Carolina 4 15,133,957 1.13 3,783,489
Virginia 6 11,916,448 0.89 1,986,075
South Carolina 3 11,552,995 0.87 3,850,998
Nebraska 2 10,529,860 0.79 5,264,930
Tennessee 3 10,456,661 0.78 3,485,554
New Mexico 2 10,362,854 0.78 5,181,427
Maryland 2 9,138,985 0.68 4,569,493
Vermont 1 8,972,241 0.67 8,972,241
Kentucky 1 4,961,608 0.37 4,961,608
Minnesota 2 4,602,931 0.34 2,301,465
South Dakota 2 3,543,520 0.27 1,771,760
Mississippi 1 2,877,645 0.22 2,877,645
Kansas 1 2,391,268 0.18 2,391,268
Arkansas 1 1,397,368 0.10 1,397,368
Idaho 1 1,098,390 0.08 1,098,390
--- -------------- ------
TOTAL/WTD. AVG. 266 $1,334,328,273 100.00% $5,016,272
=== ============== ======
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
WEIGHTED REMAINING AVERAGE
WEIGHTED AVERAGE TERM TO CUT-OFF
AVERAGE MORTGAGE MATURITY DATE LTV
STATE DSCR RATE (MOS) RATIO
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
California 1.44x 7.014% 125.5 67.56%
New York 1.36 7.250 121.3 69.28
Florida 1.44 7.076 124.0 70.67
Texas 2.09 7.162 118.0 70.49
Michigan 1.49 6.940 144.2 68.70
Nevada 1.44 6.927 119.3 64.78
Georgia 1.50 6.799 121.1 74.00
Washington 1.28 6.513 115.3 72.62
Connecticut 1.37 7.606 124.9 70.92
Missouri 1.28 6.920 112.3 68.14
Illinois 1.71 6.606 103.6 72.30
Colorado 1.69 6.385 131.5 67.56
Iowa 1.35 6.708 140.1 73.43
Pennsylvania 1.33 7.082 151.4 75.05
Oregon 1.30 7.263 127.0 74.24
Arizona 1.43 6.791 114.5 68.85
District of Columbia 1.40 7.161 141.2 67.72
New Jersey 1.50 6.588 116.1 68.33
Utah 1.34 6.606 146.9 76.63
Louisiana 1.30 6.985 123.9 71.90
Ohio 1.47 7.044 158.5 71.73
North Carolina 1.45 6.937 119.3 75.27
Virginia 1.47 6.892 137.3 66.21
South Carolina 1.33 7.321 116.1 75.43
Nebraska 1.41 6.647 116.5 77.20
Tennessee 1.17 7.582 161.8 76.38
New Mexico 1.47 6.211 120.3 62.98
Maryland 1.38 6.375 117.0 74.31
Vermont 1.79 6.875 116.0 59.81
Kentucky 1.00 6.970 223.0 96.34
Minnesota 1.89 6.543 119.4 54.64
South Dakota 1.50 6.481 116.4 71.24
Mississippi 1.26 6.970 115.0 71.94
Kansas 1.57 6.125 116.0 79.71
Arkansas 1.61 7.840 118.0 63.52
Idaho 2.27 6.800 178.0 41.45
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- ------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
- -------------------------------------------------------------------------------
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[MAP]
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
WA 3.46% NE 0.79% TN 0.78% SC 0.87%
OR 2.15% KS 0.18% MS 0.22% GA 3.86%
CA 22.09% OK 0.00% MI 5.73% FL 7.57%
ID 0.08% TX 5.96% OH 1.15% CT 3.04%
NV 4.24% MN 0.34% KY 0.37% NJ 1.51%
UT 1.43% IA 2.29% VT 0.67% MD 0.68%
AZ 1.85% MO 2.99% NY 12.49% D.C. 1.53%
CO 2.41% AR 0.10% PA 2.17%
NM 0.78% LA 1.24% VA 0.89%
SD 0.27% IL 2.70% NC 1.13%
[PIE CHART]
Other (a) 38.06%
California 22.09%
New York 12.49%
Florida 7.57%
Texas 5.96%
Michigan 5.73%
Nevada 4.24%
Georgia 3.86%
(a) Includes 28 states and District of Columbia.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- ------------------------------------------------------------------------------
DISTRIBUTION OF PROPERTY TYPES
- -------------------------------------------------------------------------------
[THE NARRATIVE AND/OR TABULAR INFORMATION BELOW IS A FAIR AND ACCURATE
DESCRIPTION OF GRAPHIC OR IMAGE MATERIAL OMITTED FOR THE
PURPOSE OF EDGAR FILING.]
[PIE CHART]
Multifamily 31.94%
Office 28.38%
Retail 16.10%
Industrial 5.36%
Hospitality 4.29%
Mobile Home Park 4.23%
Skilled Nursing 2.68%
Congregate Care 2.46%
Assisted Living Facility 1.46%
Mixed Use 1.24%
Other 1.88%
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE
MORTGAGED CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
PROPERTY TYPE PROPERTIES BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Multifamily 95 $426,139,670 31.94% $4,485,681
Office 45 378,717,021 28.38 8,415,934
Retail 46 214,764,532 16.10 4,668,794
Industrial 21 71,462,831 5.36 3,402,992
Hospitality 12 57,217,962 4.29 4,768,164
Mobile Home Park 14 56,432,789 4.23 4,030,914
Skilled Nursing 9 35,730,526 2.68 3,970,058
Congregate Care 8 32,861,130 2.46 4,107,641
Assisted Living Facility 5 19,491,609 1.46 3,898,322
Mixed Use 2 16,489,414 1.24 8,244,707
Other 9 25,020,790 1.88 2,780,088
--- -------------- ------
TOTAL/WTD. AVG. 266 $1,334,328,273 100.00% $5,016,272
=== ============== ======
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
WEIGHTED AVERAGE AVERAGE
WEIGHTED WEIGHTED REMAINING CUT-OFF
AVERAGE AVERAGE TERM TO MATURITY DATE LTV
PROPERTY TYPE DSCR MORTGAGE RATE (MOS) RATIO
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Multifamily 1.35x 6.758% 120.8 73.64%
Office 1.38 7.238 126.3 69.22
Retail 1.35 7.054 137.4 70.54
Industrial 1.42 6.828 126.9 71.30
Hospitality 1.68 7.233 129.7 64.40
Mobile Home Park 1.96 6.272 121.0 54.16
Skilled Nursing 2.32 7.229 102.0 68.01
Congregate Care 2.45 7.332 121.0 69.32
Assisted Living Facility 1.24 7.056 119.0 78.52
Mixed Use 1.50 7.309 119.0 61.64
Other 1.95 6.831 145.4 54.00
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- --------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF UNDERWRITTEN NCF DEBT SERVICE COVERAGE RATIOS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
RANGE OF DEBT SERVICE NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
COVERAGE RATIOS MORTGAGE LOANS BALANCE BALANCE DATE BALANCE
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1.00 - 1.09x (a) 12 $50,283,589 3.77% $4,190,299
1.10 - 1.19 (a) 7 39,875,231 2.99 5,696,462
1.20 - 1.24 5 107,303,597 8.04 21,460,719
1.25 - 1.29 31 217,742,938 16.32 7,023,966
1.30 - 1.34 35 256,348,567 19.21 7,324,245
1.35 - 1.39 25 144,733,192 10.85 5,789,328
1.40 - 1.49 35 170,044,675 12.74 4,858,419
1.50 - 1.59 31 100,879,314 7.56 3,254,171
1.60 - 1.79 18 66,115,785 4.95 3,673,099
1.80 - 1.89 7 61,236,066 4.59 8,748,009
1.90 - 2.19 10 73,881,594 5.54 7,388,159
2.20 - 4.99 12 45,883,726 3.44 3,823,644
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- --------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED AVERAGE WEIGHTED
REMAINING AVERAGE
WEIGHTED TERM TO CUT-OFF
RANGE OF DEBT SERVICE WEIGHTED AVERAGE MATURITY DATE LTV
COVERAGE RATIOS AVERAGE DSCR MORTGAGE RATE (MOS) RATIO
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1.00 - 1.09x (a) 1.05x 6.933% 155.8 72.56%
1.10 - 1.19 (a) 1.17 6.879 131.8 76.13
1.20 - 1.24 1.23 7.09 118.8 72.28
1.25 - 1.29 1.27 6.903 123.2 74.57
1.30 - 1.34 1.32 7.196 121.7 74.42
1.35 - 1.39 1.38 7.092 125.2 70.59
1.40 - 1.49 1.43 6.884 129.0 71.79
1.50 - 1.59 1.53 6.996 140.9 66.94
1.60 - 1.79 1.67 6.669 119.3 66.01
1.80 - 1.89 1.88 7.241 125.2 52.81
1.90 - 2.19 2.07 6.596 122.6 54.88
2.20 - 4.99 2.96 6.849 107.0 56.69
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- --------------------------------------------------------------------------------------
</TABLE>
(a) There are 10 credit-tenant loans in this pool of which some are included in
this range.
- -------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE LOAN TO VALUE AT ORIGINATION RATIOS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
NUMBER OF AGGREGATE
RANGE OF CUT-OFF DATE MORTGAGE CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
LOAN TO VALUE RATIOS LOANS BALANCE BALANCE DATE BALANCE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
30.1 - 50.0% 18 $109,347,944 8.19% $6,074,886
50.1 - 60.0 25 89,378,208 6.70 3,575,128
60.1 - 65.0 18 71,064,931 5.33 3,948,052
65.1 - 70.0 33 236,371,680 17.71 7,162,778
70.1 - 75.0 65 435,697,214 32.65 6,703,034
75.1 - 80.0 (a) 62 365,077,947 27.36 5,888,354
80.1 - 85.0 (a) 4 18,745,606 1.40 4,686,401
85.1 - 90.0 (a) 1 2,095,657 0.16 2,095,657
90.1 - 95.0 (a) 1 1,587,479 0.12 1,587,479
95.1 - 100.0 (a) 1 4,961,608 0.37 4,961,608
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- -----------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
REMAINING AVERAGE
WEIGHTED WEIGHTED TERM TO CUT-OFF
RANGE OF CUT-OFF DATE AVERAGE AVERAGE MATURITY DATE LTV
LOAN TO VALUE RATIOS DSCR MORTGAGE RATE (MOS) RATIO
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
30.1 - 50.0% 2.13x 6.841% 119.5 45.59%
50.1 - 60.0 1.64 6.966 127.3 55.73
60.1 - 65.0 1.41 6.487 129.3 62.68
65.1 - 70.0 1.55 7.064 129.6 67.66
70.1 - 75.0 1.35 7.145 125.1 72.98
75.1 - 80.0 (a) 1.35 6.885 121.5 78.31
80.1 - 85.0 (a) 1.21 7.064 144.9 84.25
85.1 - 90.0 (a) 1.05 7.450 173.0 87.32
90.1 - 95.0 (a) 1.05 5.730 213.0 93.38
95.1 - 100.0 (a) 1.00 6.970 223.0 96.34
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- ---------------------------------------------------------------------------------------
</TABLE>
(a) There are 10 credit-tenant loans in this pool of which some are included in
this range.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGE INTEREST RATES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
RANGE OF NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
MORTGAGE RATES MORTGAGE LOANS BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5.501 - 6.000% 16 $59,567,418 4.46% $3,722,964
6.001 - 6.250 29 117,593,567 8.81 4,054,951
6.251 - 6.500 26 146,273,178 10.96 5,625,891
6.501 - 6.750 25 102,614,509 7.69 4,104,580
6.751 - 7.000 46 283,934,998 21.28 6,172,500
7.001 - 7.250 42 199,032,064 14.92 4,738,859
7.251 - 7.500 25 181,890,306 13.63 7,275,612
7.501 - 7.750 6 115,441,281 8.65 19,240,213
7.751 - 8.000 9 113,363,091 8.50 12,595,899
8.001 - 9.000 4 14,617,861 1.10 3,654,465
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- ---------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
WEIGHTED REMAINING AVERAGE
WEIGHTED AVERAGE TERM TO CUT-OFF
RANGE OF AVERAGE MORTGAGE MATURITY DATE LTV
MORTGAGE RATES DSCR RATE (MOS) RATIO
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
5.501 - 6.000% 1.58x 5.784% 124.3 62.76%
6.001 - 6.250 1.57 6.163 127.6 69.04
6.251 - 6.500 1.56 6.377 124.2 67.34
6.501 - 6.750 1.55 6.643 124.5 71.22
6.751 - 7.000 1.37 6.929 132.8 71.40
7.001 - 7.250 1.50 7.186 117.0 72.04
7.251 - 7.500 1.34 7.395 126.5 73.60
7.501 - 7.750 1.55 7.673 122.4 59.72
7.751 - 8.000 1.36 7.819 126.3 73.44
8.001 - 9.000 1.64 8.302 125.3 65.14
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- ------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
RANGE OF AMORTIZATION NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
TERMS (MONTHS) MORTGAGE LOANS BALANCE BALANCE DATE BALANCE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
85 - 120 1 $4,589,669 0.34% $4,589,669
121 - 180 12 35,717,679 2.68 2,976,473
181 - 240 15 54,494,984 4.08 3,632,999
241 - 300 49 194,139,610 14.55 3,962,033
301 - 360 149 1,042,971,465 78.16 6,999,808
361 - 380 2 2,414,867 0.18 1,207,434
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- ------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED
AVERAGE WEIGHTED
WEIGHTED REMAINING AVERAGE
WEIGHTED AVERAGE TERM TO CUT-OFF
RANGE OF AMORTIZATION AVERAGE MORTGAGE MATURITY DATE LTV
TERMS (MONTHS) DSCR RATE (MOS) RATIO
- -----------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
85 - 120 1.01x 7.25% 117.0 75.24%
121 - 180 1.22 6.742 153.7 67.90
181 - 240 2.01 7.167 162.4 67.10
241 - 300 1.59 7.039 123.9 71.50
301 - 360 1.42 6.972 123.1 69.74
361 - 380 1.99 6.988 117.1 59.91
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- -----------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
DISTRIBUTION OF ORIGINAL TERMS TO MATURITY
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
RANGE OF ORIGINAL TERMS TO NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
MATURITY (MONTHS) MORTGAGE LOANS BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
36 - 84 3 $25,267,656 1.89% $8,422,552
101 - 120 170 1,029,974,271 77.19 6,058,672
121 - 140 12 89,721,881 6.72 7,476,823
141 - 180 28 143,357,802 10.74 5,119,922
181 - 240 15 46,006,664 3.45 3,067,111
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- ---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE
WEIGHTED REMAINING TERM CUT-OFF
RANGE OF ORIGINAL TERMS TO WEIGHTED AVERAGE TO MATURITY DATE LTV
MATURITY (MONTHS) AVERAGE DSCR MORTGAGE RATE (MOS) RATIO
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
36 - 84 1.92x 6.810% 68.3 67.08%
101 - 120 1.45 7.004 117.0 70.64
121 - 140 1.76 6.847 122.6 59.61
141 - 180 1.40 7.010 167.3 69.97
181 - 240 1.30 6.830 225.4 72.91
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- ---------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING TERMS TO MATURITY
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
RANGE OF REMAINING TERMS TO NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
MATURITY (MONTHS) MORTGAGE LOANS BALANCE BALANCE DATE BALANCE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
36 - 84 3 $25,267,656 1.89% $8,422,552
101 - 120 173 1,039,401,129 77.90 6,008,099
121 - 140 10 88,867,675 6.66 8,886,767
141 - 180 27 134,785,150 10.10 4,992,043
181 - 240 15 46,006,664 3.45 3,067,111
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- --------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE
WEIGHTED REMAINING TERM CUT-OFF
RANGE OF REMAINING TERMS TO WEIGHTED AVERAGE TO MATURITY DATE LTV
MATURITY (MONTHS) AVERAGE DSCR MORTGAGE RATE (MOS) RATIO
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
36 - 84 1.92x 6.810% 68.3 67.08%
101 - 120 1.45 7.008 117.0 70.53
121 - 140 1.71 6.822 125.1 61.03
141 - 180 1.40 6.998 169.1 69.76
181 - 240 1.30 6.830 225.4 72.91
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- ----------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- -------------------------------------------------------------------------------
DISTRIBUTION OF AMORTIZATION TYPES
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
AMORTIZATION TYPE MORTGAGE LOANS BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balloon 191 $1,172,118,436 87.84% $6,136,746
Hyperamortizing 18 109,586,927 8.21 6,088,163
Fully Amortizing 19 52,622,910 3.94 2,769,627
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- ---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
AVERAGE AVERAGE
WEIGHTED REMAINING TERM CUT-OFF
WEIGHTED AVERAGE TO MATURITY DATE LTV
AMORTIZATION TYPE AVERAGE DSCR MORTGAGE RATE (MOS) RATIO
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balloon 1.44x 7.005% 123.2 70.83%
Hyperamortizing 1.80 6.782 120.6 59.62
Fully Amortizing 1.23 6.948 191.3 69.06
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- -------------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
DISTRIBUTION OF PREPAYMENT PROVISIONS
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENTAGE OF
AGGREGATE
NUMBER OF CUT-OFF DATE CUT-OFF DATE AVERAGE CUT-OFF
PREPAYMENT PROVISION MORTGAGE LOANS BALANCE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lockout/Defeasance 215 $1,279,221,650 95.87% $5,949,868
Lockout/Greater of YM or 1% 11 46,899,052 3.51 4,263,550
(a)
Lockout/Open 2 8,207,571 0.62 4,103,786
--- -------------- ------
TOTAL/WTD. AVG. 228 $1,334,328,273 100.00% $5,852,317
=== ============== ======
- ---------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
WEIGHTED WEIGHTED
WEIGHTED AVERAGE AVERAGE
AVERAGE REMAINING TERM CUT-OFF
WEIGHTED MORTGAGE TO MATURITY DATE LTV
PREPAYMENT PROVISION AVERAGE DSCR RATE (MOS) RATIO
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lockout/Defeasance 1.46x 6.962% 126.3 70.01%
Lockout/Greater of YM or 1% 1.36 7.588 120.2 68.42
(a)
Lockout/Open 3.17 7.041 54.3 51.85
TOTAL/WTD. AVG. 1.47x 6.985% 125.6 69.84%
- ---------------------------------------------------------------------------------------
</TABLE>
(a) Includes 7 loans with the provision "(Greater of YM or 1%) + (25% on the
loan balance)".
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
AMD CORPORATE HEADQUARTERS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LOAN INFORMATION
- -------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $68,250,000 $68,211,566
ORIGINATION DATE: December 22, 1998
INTEREST RATE: 7.78%
AMORTIZATION: 30 years
MATURITY DATE: January 10, 2009
BORROWER/SPONSOR: Delaware CHIP, LLC, a special purpose entity.
CALL PROTECTION: Prepayment lockout; U.S. Treasury defeasance
permitted as of the 2 year anniversary of
REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: None
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
- -------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: California
YEARS BUILT: 1980 / 1995
THE COLLATERAL: Two office buildings located in Silicon
Valley containing a total of 362,000
square feet that serve as the corporate
headquarters for Advanced Micro Devices
("AMD").
Both buildings are 100% occupied by AMD
subject to a NNN lease expiring November
30, 2018. A security deposit in the
amount of $10 million security is
additional collateral for
the loan.
OCCUPANCY (12/1/98): 100%
UNDERWRITTEN NET CASH FLOW: $7,817,635
APPRAISED VALUE: $91,000,000
APPRAISAL DATE: October 20, 1998
CUT-OFF DATE LOAN/SQ. FT.: $188
CUT-OFF DATE LTV: 74.96%
BALLOON LTV: 65.66%
UWNCF DSCR: 1.31x
- -------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
THE ZALKIND LOANS
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LOAN INFORMATION
- -------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE (1): $65,450,000 $65,350,220
ORIGINATION DATE: Varies from August 13, 1998 to December 18,
1998.
INTEREST RATE: Varies from 6.77% to 7.35%
AMORTIZATION: 30 years
MATURITY DATE: September 1, 2008 to January 5, 2009
BORROWER/SPONSOR: 7 separate special purpose entities affiliated
with Steven Zalkind and Donald Love.
CALL PROTECTION: Prepayment lockout; U.S. Treasury defeasance
permitted as of the 2 year anniversary of
REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: 3 of the loans are subject to subordinate
mortgages (GMAC4300, GMAC4570 and GMAC4310)
which are subject to subordination and
standstill agreements.
---------------------------------------------------------------------------
(1) 7 loans with affiliated borrowers make up this group of loans.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
- -------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 7 assets
PROPERTY TYPE: Multifamily
LOCATION: Florida, Tennessee, North Carolina,
South Carolina, Georgia and Virginia.
YEARS BUILT/RENOVATED: Varies from 1968 to 1990 / 1987 to 1998
THE COLLATERAL: 7 multifamily complexes located in
various states.
PROPERTY MANAGEMENT: An affiliate of the borrower
OCCUPANCY: Varies from 90% to 96%
UNDERWRITTEN NET CASH FLOW: $6,944,123
APPRAISED VALUE: $86,005,000
APPRAISAL DATE: Varies from June 17, 1998 to November
16, 1998
CUT-OFF DATE LOAN/UNIT: $41,972
CUT-OFF DATE LTV: 75.91%
BALLOON LTV: 65.99%
UWNCF DSCR: 1.27x
- -------------------------------------------------------------------------------
(1) 7 loans with affiliated borrowers make up this group of loans.
<TABLE>
<CAPTION>
CUT-OFF DATE PRINCIPAL CUT-OFF UWNCF
LOAN # PROPERTY NAME LOCATION BALANCE DATE LTV DSCR
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GMAC4300 Camden at Palmer Ranch Sarasota, FL $22,452,347 75.54% 1.26x
GMAC4570 Balmoral Village Apartments Fayette, GA 18,488,292 75.46 1.25
GMAC4310 Park Palace Apartments Shelby, TN 6,541,673 72.97 1.25
GMAC4340 Greenbryre Apartments Mecklenberg, NC 5,493,008 79.84 1.40
GMAC4350 Seasons Chase Apartments Guilord, NC 4,793,898 79.90 1.30
GMAC4330 Pelham Ridge Apartments Greenville, SC 4,294,533 73.60 1.29
GMAC1420 Copper Croft Apartments Roanoke, VA 3,286,469 77.33 1.26
- ---------------------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
THE MERINGOFF LOAN
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LOAN INFORMATION
- -------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $62,950,000 $62,804,289
ORIGINATION DATE: October 23, 1998
INTEREST RATE: 6.95%
AMORTIZATION: 30 years
MATURITY DATE: November 10, 2008
BORROWER: Special purpose entities affiliated with
Stephen Meringoff and Jay Shidler.
CALL PROTECTION: Prepayment lockout; U.S. Treasury defeasance
permitted as of the 2 year anniversary of
REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: The borrower's interest in 8 of the
mortgage properties consists of leasehold
interests encumbered by fee mortgages. SNDAs were
entered into by the various Meringoff borrowers
and the respective fee mortgagees which grant
non-disturbance protection to the Meringoff
borrowers.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
- -------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 9 assets
PROPERTY TYPE: Office
LOCATION: New York
YEARS BUILT/RENOVATED: Varies from 1891 to 1922
THE COLLATERAL: 9 office-with-retail buildings located
in Manhattan.
PROPERTY MANAGEMENT: Meringoff Properties, Inc.
OCCUPANCY (10/23/1998): Varies from 92% to 100%
UNDERWRITTEN NET CASH FLOW: $6,260,015
APPRAISAL VALUE: $86,950,000
APPRAISAL DATE: July 1, 1998
CUT-OFF DATE LOAN/SF: $82
CUT-OFF DATE LTV: 72.23%
BALLOON LTV: 62.21%
UWNCF DSCR: 1.24x
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPERTY DETAIL
- ---------------
ORIGINAL ALLOCATED APPRAISED
PROPERTY ADDRESS LOAN AMOUNT VALUE ORIGINAL LTV (%) U/W DSCR
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
401 Park Avenue South $30,650,000 $36,600,000 83.74% 1.27x
462 Broadway 7,150,000 11,100,000 64.41 1.24
400 Eighth Avenue 6,835,000 9,800,000 69.74 1.21
88 University Place 5,400,000 7,400,000 72.97 1.14
12 West 27th Street 4,000,000 6,500,000 61.54 1.23
30 West 26th Street 3,790,000 5,900,000 64.24 1.16
12 West 21st Street 2,980,000 4,950,000 60.20 1.30
686 Lexington Avenue 1,485,000 2,100,000 70.71 1.18
681 Lexington Avenue 660,000 2,600,000 25.38 1.27
$62,950,000 $86,950,000 72.40% 1.24x
- --------------------------------------------------------------------------------------------------
</TABLE>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
HUDSON VALLEY MALL
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LOAN INFORMATION
- -------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $58,600,000 $58,566,075
ORIGINATION DATE: December 31, 1998
INTEREST RATE: 7.68%
AMORTIZATION: 30 years
MATURITY DATE: January 10, 2009
BORROWER/SPONSOR: PCK Development Company, LLC, a special purpose
entity affiliated with the Pyramid Companies.
CALL PROTECTION: Prepayment lockout; U.S. Treasury defeasance
permitted as of the 2 year anniversary of
REMIC securitization.
CROSS-COLLATERALIZATION/ No/No
DEFAULT:
ADDITIONAL FINANCING: None
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
- -------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Retail
LOCATION: New York
YEARS BUILT/RENOVATED: 1981/1989, 1995, 1997
THE COLLATERAL: A 644,265 sf regional mall located in
Hudson Valley, NY, anchored by Filene's,
Sears and JC Penney.
PROPERTY MANAGEMENT: Pyramid Management Group, Inc.
OCCUPANCY (11/24/98): 85%
UNDERWRITTEN NET CASH FLOW: $7,046,731
APPRAISAL VALUE: $79,900,000
APPRAISAL DATE: November 27, 1998
CUT-OFF DATE LOAN/SF: $91
CUT-OFF DATE LTV: 67.54%
BALLOON LTV: 64.07%
UWNCF DSCR: 1.39x
- -------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU
- -------------------------------------------------------------------------------
COLLATERAL TERM SHEET
UNIPROP PORTFOLIO
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
LOAN INFORMATION
- -------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE (1): $ 52,615,000 $52,398,996
ORIGINATION DATE: August 20, 1998 and September 23, 1998
INTEREST RATE: Varies from 6.06% to 6.37%
AMORTIZATION: 30 years
MATURITY DATE: March 10, 2009 and April 10, 2009
BORROWERS: 6 separate special purpose entities
affiliated with Uniprop, Inc.
CALL PROTECTION: Prepayment lockout; U.S. Treasury defeasance
permitted as of the 2 year anniversary of
REMIC securitization.
CROSS-COLLATERALIZATION/ Yes/Yes
DEFAULTED (2):
ADDITIONAL FINANCING: Permitted if secured solely by
manufactured homes located on the related
property; also, unsecured or "soft" secured
financing permitted up to 5% of the initial
principal balance of the related loan.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
PROPERTY INFORMATION
- -------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio of 12 assets
PROPERTY TYPE: Manufactured Housing
LOCATION: Nevada, Michigan, Minnesota, New Mexico,
Colorado, Florida, North Carolina
YEARS BUILT/RENOVATED: Varies from 1968 to 1995
THE COLLATERAL: 12 mobile home park communities located
in various states.
PROPERTY MANAGEMENT: Uniprop, Inc.
OCCUPANCY (3): Varies from 91% - 100%
UNDERWRITTEN NET CASH FLOW: Fund II Loans: $5,012,295
Other Loans: $255,389 - $1,005,654
APPRAISAL VALUE: Fund II Loans: $66,550,000
Other Loans: $3,200,000 - $12,250,000
APPRAISAL DATE: Varies from March 1, 1998 to June 11,
1998
CUT-OFF DATE LOAN/PAD: Fund II Loans: $12,431
Other Loans: $13,699 - $20,496
CUT-OFF DATE LTV: Fund II Loans: 45.04%
Other Loans: 54.90% - 69.56%
BALLOON LTV: Fund II Loans: 37.83%
Other Loans: 45.69% - 58.22%
UWNCF DSCR: Fund II Loans: 2.21x
Other Loans: 1.45x - 2.04x
- -----------------------------------------------------------------------------
(1) 2 cross-collateralized loans with the same borrower and 5 loans with
affiliated borrowers make up this group of loans.
(2) GMAC2990 and 2940 are cross-collateralized and cross-defaulted.
(3) As of date varies from March to June 1998.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
<PAGE>
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
LOAN DETAILS
<TABLE>
<CAPTION>
CUT-OFF DATE PRINCIPAL CUT-OFF UWNCF
LOAN # PROPERTY NAME LOCATION BALANCE DATE LTV DSCR
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
GMAC2940 Uniprop Manufactured Housing Various (6) $25,595,401 46.08% 2.13x
Comm. Income Fund II (a)
GMAC2930 Vista Del Sol - Uniprop NCII Bernalillo, NM 7,373,851 69.56 1.45
GMAC2920 Valley View - Uniprop NCII Adams, CO 6,725,097 54.90 2.04
GMAC2990 Sunshine Village (a) Broward County, FL 4,270,878 38.83 2.70
GMAC2910 Swan Meadow Village - Uniprop NCII Summit, CO 3,586,718 64.05 1.61
GMAC2900 River Walk - Uniprop NCII Wake, NC 2,764,762 65.83 1.67
GMAC2890 Mill Run - Uniprop NCII Wake, NC 2,082,289 65.07 1.67
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The Uniprop Fund II loans.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting
this material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange
Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such
registration statement. Information contained in this material is current as of
the date appearing on this material only. Information in this material
regarding any assets backing any securities discussed herein supersedes all
prior information regarding such assets. All information in this Term Sheet,
whether regarding the assets backing any securities discussed herein or
otherwise, will be superseded by the information contained in any final
prospectus for any securities actually sold to you.
This material is furnished to you by Goldman, Sachs & Co. and not by the issuer
of the securities. Goldman, Sachs & Co. is acting as the sole lead underwriter
and not acting as agent for the issuer or its affiliates in connection with the
proposed transaction. The issuer has not prepared or taken part in the
preparation of these materials.
