GMAC COMMERCIAL MORTGAGE SECURITIES INC
8-K, 1999-01-20
ASSET-BACKED SECURITIES
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<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K

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


      Date of Report (Date of earliest event reported): January 19, 1999

                   GMAC Commercial Mortgage Securities, Inc.
- -------------------------------------------------------------------------------
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


         DELAWARE                    333-64963              23-2811925
- -------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION       (COMMISSION)          (I.R.S. EMPLOYER
OF INCORPORATION)                  FILE NUMBER)          IDENTIFICATION NO.)

         650 Dresher Road, Horsham, Pennsylvania                    19044
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                          ZIP CODE)


Registrant's telephone number, including area code (215) 328-3164

                  Not Applicable
- -------------------------------------------------------------------------------
(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 $1,362,371,197 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 Corp. (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 exhibits 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.

               99.2 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 20, 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.

     99.2           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>




                                                                Exhibit 99.1

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SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION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


                 STRUCTURAL AND COLLATERAL TERM SHEET

                     $1,185,262,000 (APPROXIMATE)              JANUARY 19, 1999
              GMAC COMMERCIAL MORTGAGE SECURITIES, INC.
                 MORTGAGE PASS-THROUGH CERTIFICATES
                          SERIES 1999-C1


APPROXIMATE SECURITIES STRUCTURE:
                                                EXPECTED
                    APPROXIMATE    EXCEPTED     WEIGHTED
        EXPECTED    FACE/NOTIONAL   CREDIT      AVERAGE     EXPECTED
CLASS   RATING      AMOUNT          SUPPORT      LIFE       PAYMENT 
  (A)   (S&P/FITCH)    (MM)       (% OF UPB)   (YEARS)(B)   WINDOW 
- ----------------------------------------------------------------------
                                               
PUBLICLY OFFERED CLASSES
 X      AAAr/AAA     $1,362.4 (c)                9.59      03/99-01/19
 A1     AAA /AAA        222.0       31.00%       5.01      03/99-11/07
 A2     AAA /AAA        718.0       31.00        9.72      11/07-01/09
 B      AA/AA            68.1       26.00        9.93      01/09-01/09
 C      A /A             68.1       21.00        9.93      01/09-01/09
 D      BBB/BBB          88.6       14.50       10.01      01/09-04/09
 E      BBB-/BBB-        20.4       13.00       10.35      04/09-09/09
PRIVATELY OFFERED CLASSES (D)                          
- ----------------------------------------------------------------------
 F         -              -           -           -         -
 G         -              -           -           -         -
 H         -              -           -           -         -
 J         -              -           -           -         -
 K         -              -           -           -         -
   TOTAL SECURITIES: $1,362.4
- ----------------------------------------------------------------------
(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:                              $1,362,371,197
Number of Mortgage Loans:                                     229
Number of Mortgaged Properties:                               269
Average Cut-Off Date Balance:                          $5,949,219
Weighted Average Current Mortgage Rate:                     7.01%
Weighted Average U/W DSCR:                                  1.46x
Weighted Average Cut-Off Date LTV Ratio:                   70.02%
Weighted  Average   Remaining  Term  to  Maturity           
(months):                                                   127.8
Weighted  Average  Remaining   Amortization  Term           
(months):                                                   336.0
Weighted Average Seasoning (months):                          3.1
Balloon Loans as % of Total (a):                            96.1%
Ten Largest Loans or Related Loans as % of Total:           34.7%

(a)  Includes 18 hyperamortizing loans totaling $109.6mm and 8.0% 
     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    5.01% 74.96%  1.31x  Office
Headquarters
The Zalkind Loans (a)    65,350,220    4.80  75.91   1.27   Multifamily
The Meringoff Loan       62,804,289    4.61  72.23   1.24   Office
Hudson Valley Mall       58,566,075    4.30  67.54   1.39   Retail
Uniprop Portfolio (b)    52,398,996    3.85  52.95   1.99   Mobile Home Park
Randall Portfolio (c)    39,970,831    2.93  77.73   1.23   Multifamily
The Mills Building &     36,000,000    2.64  46.75   1.89   Office
  333 Pine Street
211 W. Fort Street       31,874,231    2.34  66.40   1.43   Office
Bowers Portfolio (d)     30,056,317    2.21  70.28   2.68   Healthcare
Wilmac Health Care, Inc. 28,042,606    2.06  78.55   1.28   Skilled Nursing
                       -----------    -----
     TOTAL             $473,275,130   34.74%
- --------------------------------------------------------------------------
(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
                  MORTGAGED         CUT-OFF DATE BALANCE
 GEOGRAPHIC                 -------------------------------------
 DISTRIBUTION     PROPERTIES   (MM)    % BY UPB   WTD. AVG. DSCR
- -----------------------------------------------------------------
 California           39      $294.7      21.63%        1.44x
 New York             27       166.7      12.24         1.36
 Florida              26       101.0       7.41         1.44
 Texas                21        79.5       5.83         2.09
 Michigan             10        76.5       5.62         1.49
 Other (a)           146       644.0      47.27         1.42
                     ---    --------    -------
 TOTAL/WTD. AVG.     269    $1,362.4     100.00%        1.46X
- -----------------------------------------------------------------
(a) Includes 30 states and District of Columbia.

                  NUMBER OF
                  MORTGAGED         CUT-OFF DATE BALANCE
                            -------------------------------------
 PROPERTY TYPE    PROPERTIES   (MM)   % BY UPB     WTD. AVG. DSCR
- -----------------------------------------------------------------
 Multifamily          95      $426.1      31.28%        1.35x
 Office               45       378.7      27.80         1.38
 Retail               46       214.8      15.76         1.35
 Industrial           21        71.5       5.25         1.42
 Skilled Nursing      12        63.8       4.68         1.86
 Hospitality          12        57.2       4.20         1.68
 Mobile Home Park     14        56.4       4.14         1.96
 Congregate Care       8        32.9       2.41         2.45
 Assisted Living       
   Facility            5        19.5       1.43         1.24
 Mixed Use             2        16.5       1.21         1.50
 Other                 9        25.0       1.84         1.95
                   -----    ---------  --------
 TOTAL/WTD. AVG.     269    $1,362.4     100.00%        1.46X
- -----------------------------------------------------------------

 PREPAYMENT RESTRICTIONS      (MM)    % BY UPB    WTD. AVG. DSCR
- -----------------------------------------------------------------
 Lockout/Defeasance         $1279.2       93.90%        1.46x
 Lockout/Greater of YM         
   or 1% (a)                   74.9        5.50         1.33
 Lockout/Open                   8.2        0.60         3.17
                           ----------  --------
 TOTAL/WTD. AVG.           $1,362.4      100.00%        1.46X
- -----------------------------------------------------------------
(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.




                                       1

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

                      STRUCTURAL AND COLLATERAL TERM SHEET

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

o    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.

                                       2
<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.

                                       3

<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
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
                                    PREPAYMENT LOCK-OUT/ PREPAYMENT PREMIUM ANALYSIS / DEFEASANCE
                 PERCENTAGE OF MORTGAGE POOL BY PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT OF PRINCIPAL (A)(B)
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>          <C>         <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C> 
- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT            FEBRUARY   FEBRUARY    FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY
RESTRICTIONS            1999       2000        2001       2002       2003       2004       2005       2006       2007       2008
- -----------------------------------------------------------------------------------------------------------------------------------
Locked out              94.50%      94.50%     21.36%       4.01%      0.28%      0.00%     0.00%      0.00%       0.00%      0.00%
Defeasance               0.00        0.00      73.14       90.30      94.02      94.05     93.04      93.98       93.98      90.31
Yield Maintenance        5.50        5.50       5.50        5.53       5.54       5.54      5.54       5.62        5.62       4.69
- -----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL               100.00%     100.00%    100.00%      99.83%     99.83%     99.59%    98.58%     99.59%      99.60%     95.00%

Open                     0.00%       0.00%      0.00%       0.17%      0.17%      0.41%     1.42%      0.41%       0.40%      5.00%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL                  100.00%     100.00%    100.00%     100.00%    100.00%    100.00%   100.00%    100.00%     100.00%    100.00%
UPB ($MM)            1,362.37    1,346.00   1,328.40    1,303.09   1,282.09   1,259.49  1,235.11   1,193.59    1,165.99   1,132.15
% OF INITIAL UPB       100.00%      98.80%     97.51%      95.65%     94.11%     92.45%    90.66%     87.61%      85.59%     83.10%
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT            FEBRUARY   FEBRUARY    FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY   FEBRUARY
RESTRICTIONS            2009       2010        2011       2012       2013       2014       2015       2016       2017       2018
- -----------------------------------------------------------------------------------------------------------------------------------
Locked Out                0.00%      0.00%      0.00%       0.00%      0.00%      0.00%     0.00%      0.00%      0.00%      0.00%
Defeasance               61.45      85.02      81.73       81.61      80.03      55.67     47.47      46.53      45.31      30.24
Yield Maintenance        18.54      13.57      16.61       16.78      16.93      40.91     48.85      50.24       0.00       0.00
- -----------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL                 79.99%     98.59%     98.33%      98.39%     96.95%     96.58%    96.32%     96.77%     45.31%     30.24%

Open                     20.01%      1.41%      1.67%       1.61%      3.05%      3.42%     3.68%      3.23%     54.69%     69.76%
- -----------------------------------------------------------------------------------------------------------------------------------
TOTAL                   100.00%    100.00%    100.00%     100.00%    100.00%    100.00%   100.00%    100.00%    100.00%    100.00%
UPB ($MM)               231.91     156.69     122.07      114.42     106.60      41.02     31.53      27.69      23.59      17.27
% OF INITIAL UPB         17.02%     11.50%      8.96%       8.40%      7.82%      3.01%     2.31%      2.03%      1.73%      1.27%
- -----------------------------------------------------------------------------------------------------------------------------------
</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.

                                       4
<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         9.59         9.55          9.51          9.47           9.28
   A1        5.01         4.96          4.93          4.91           4.85
   A2        9.72         9.68          9.64          9.59           9.35
   B         9.93         9.93          9.93          9.93           9.68
   C         9.93         9.93          9.93          9.93           9.74
   D        10.01         9.98          9.96          9.94           9.89
   E        10.35        10.27         10.21         10.16          10.00
- -------- ------------ ------------- ------------- ------------- --------------
*"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.



                                       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.

                      STRUCTURAL AND COLLATERAL TERM SHEET

- -------------------------------------------------------------------------------
                      DISTRIBUTION OF CUT-OFF DATE BALANCES
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                               WEIGHTED
                                                        PERCENTAGE                                              AVERAGE    WEIGHTED
                                                            OF                                    WEIGHTED     REMAINING   AVERAGE
                            NUMBER OF                   AGGREGATE       AVERAGE      WEIGHTED     AVERAGE       TERM TO    CUT-OFF
 RANGE OF CUT-OFF DATE      MORTGAGE    CUT-OFF DATE     CUT-OFF     CUT-OFF DATE     AVERAGE     MORTGAGE     MATURITY    DATE LTV
 BALANCES                     LOANS        BALANCE     DATE BALANCE     BALANCE        DSCR         RATE         (MOS)       RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
 <S>                        <C>         <C>            <C>           <C>             <C>          <C>         <C>           <C> 
    $298,646 - 999,999          8         $6,010,786       0.44%         $751,348       1.69x        6.949%       115.2     57.94%
  1,000,000 - 1,999,999        57         87,502,528       6.42         1,535,132       1.59         6.725        135.9     67.12
  2,000,000 - 2,999,999        41        103,792,439       7.62         2,531,523       1.42         6.727        132.1     70.48
  3,000,000 - 3,999,999        29        101,711,593       7.47         3,507,296       1.45         6.955        141.4     67.25
  4,000,000 - 4,999,999        23        102,203,557       7.50         4,443,633       1.46         6.835        131.9     73.14
  5,000,000 - 5,999,999        16         89,945,191       6.60         5,621,574       1.59         6.739        115.6     69.13
  6,000,000 - 6,999,999         9         58,650,629       4.31         6,516,737       1.58         7.017        118.0     71.69
  7,000,000 - 7,999,999         9         67,264,133       4.94         7,473,793       1.36         6.787        117.6     69.87
  8,000,000 - 8,999,999         6         52,037,839       3.82         8,672,973       1.57         7.145        131.5     67.01
  9,000,000 - 9,999,999         4         39,307,192       2.89         9,826,798       1.47         7.003        116.7     76.32
 10,000,000 - 13,999,999        5         60,346,815       4.43        12,069,363       1.34         6.818        112.2     78.83
 14,000,000 - 16,999,999        5         78,961,055       5.80        15,792,211       1.42         7.143        134.0     71.80
 17,000,000 - 19,999,999        5         89,609,574       6.58        17,921,915       1.54         6.970        117.4     72.56
 20,000,000 - 24,999,999        4         88,433,697       6.49        22,108,424       1.30         7.255        120.0     75.05
 25,000,000 - 29,999,999        3         79,138,007       5.81        26,379,336       1.55         6.798        157.7     62.64
 30,000,000 - 39,999,999        2         67,874,231       4.98        33,937,115       1.67         7.357        145.3     55.98
 40,000,000 - 59,999,999        1         58,566,075       4.30        58,566,075       1.39         7.680        119.0     67.54
 60,000,000 - 68,211,566        2        131,015,855       9.62        65,507,927       1.28         7.382        118.0     73.65
                            -----      --------------   -------
TOTAL/WTD. AVG.               229     $1,362,371,197     100.00%       $5,949,219       1.46X        7.011%       127.8     70.02%
                              ===      ==============    ======
- -----------------------------------------------------------------------------------------------------------------------------------
</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.

                                       6
<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>
                                                                                                            WEIGHTED
                                                                                                            AVERAGE       WEIGHTED
                                                  PERCENTAGE                                    WEIGHTED    REMAINING     AVERAGE
                      NUMBER OF                  OF AGGREGATE                       WEIGHTED    AVERAGE     TERM TO       CUT-OFF
                      MORTGAGED   CUT-OFF DATE   CUT-OFF DATE   AVERAGE CUT-OFF     AVERAGE     MORTGAGE     MATURITY     DATE LTV
STATE                 PROPERTIES     BALANCE        BALANCE       DATE BALANCE        DSCR         RATE       (MOS)        RATIO
- --------------------- ----------- -------------- -------------- ----------------- ------------- ----------- ----------- -----------
<S>                   <C>         <C>            <C>            <C>               <C>            <C>         <C>         <C> 
California                39     $294,724,360         21.63%       $7,557,035          1.44x       7.014%      125.5        67.56%
New York                  27      166,708,740         12.24         6,174,398          1.36        7.250       121.3        69.28
Florida                   26      100,975,716          7.41         3,883,681          1.44        7.076       124.0        70.67
Texas                     21       79,469,832          5.83         3,784,278          2.09        7.162       118.0        70.49
Michigan                  10       76,512,898          5.62         7,651,290          1.49        6.940       144.2        68.70
Pennsylvania               9       57,029,888          4.19         6,336,654          1.31        7.661       189.5        76.77
Nevada                     6       56,588,974          4.15         9,431,496          1.44        6.927       119.3        64.78
Georgia                   11       51,515,170          3.78         4,683,197          1.50        6.799       121.1        74.00
Washington                10       46,156,438          3.39         4,615,644          1.28        6.513       115.3        72.62
Connecticut               10       40,497,082          2.97         4,049,708          1.37        7.606       124.9        70.92
Missouri                   5       39,847,166          2.92         7,969,433          1.28        6.920       112.3        68.14
Illinois                   9       35,961,570          2.64         3,995,730          1.71        6.606       103.6        72.30
Colorado                  11       32,157,060          2.36         2,923,369          1.69        6.385       131.5        67.56
Iowa                       8       30,532,846          2.24         3,816,606          1.35        6.708       140.1        73.43
Oregon                     4       28,649,490          2.10         7,162,372          1.30        7.263       127.0        74.24
Arizona                    8       24,657,070          1.81         3,082,134          1.43        6.791       114.5        68.85
District of Columbia       4       20,433,397          1.50         5,108,349          1.40        7.161       141.1        67.72
New Jersey                 7       20,122,031          1.48         2,874,576          1.50        6.588       116.1        68.33
Utah                       2       19,040,266          1.40         9,520,133          1.34        6.606       146.9        76.63
Louisiana                  5       16,524,191          1.21         3,304,838          1.30        6.985       123.9        71.90
Ohio                       5       15,327,641          1.13         3,065,528          1.47        7.044       158.5        71.73
North Carolina             4       15,133,957          1.11         3,783,489          1.45        6.937       119.3        75.27
Virginia                   6       11,916,448          0.87         1,986,075          1.47        6.892       137.3        66.21
South Carolina             3       11,552,995          0.85         3,850,998          1.33        7.321       116.1        75.43
Nebraska                   2       10,529,860          0.77         5,264,930          1.41        6.647       116.5        77.20
Tennessee                  3       10,456,661          0.77         3,485,554          1.17        7.582       161.8        76.38
New Mexico                 2       10,365,495          0.76         5,182,748          1.47        6.211       120.6        62.98
Maryland                   2        9,138,985          0.67         4,569,493          1.38        6.375       117.0        74.31
Vermont                    1        8,972,241          0.66         8,972,241          1.79        6.875       116.0        59.81
Kentucky                   1        4,961,608          0.36         4,961,608          1.00        6.970       223.0        96.34
Minnesota                  2        4,602,931          0.34         2,301,465          1.89        6.543       119.4        54.64
South Dakota               2        3,543,520          0.26         1,771,760          1.50        6.481       116.4        71.24
Mississippi                1        2,877,645          0.21         2,877,645          1.26        6.970       115.0        71.94
Kansas                     1        2,391,268          0.18         2,391,268          1.57        6.125       116.0        79.71
Arkansas                   1        1,397,368          0.10         1,397,368          1.61        7.840       118.0        63.52
Idaho                      1        1,098,390          0.08         1,098,390          2.27        6.800       178.0        41.45
                       -----   --------------        ------
TOTAL/WTD. AVG.          269   $1,362,371,197        100.00%       $5,064,577          1.46X       7.011%      127.8        70.02%
                         ===   ==============        ======
</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.

                                       7
<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>
<S>             <C>            <C>           <C>            <C>           <C>
WA   3.39%      CO   2.36%     MN   0.34%    MI   5.62%     NC   1.11%    MD    0.67%
OR   2.10%      NM   0.76%     IA   2.24%    OH   1.13%     SC   0.85%    D.C.  1.50%
CA  21.63%      SD   0.26%     MO   2.92%    KY   0.36%     GA   3.78%
ID   0.08%      NE   0.77%     AR   0.10%    TN   0.77%     FL   7.41%
NV   4.15%      KS   0.18%     LA   1.21%    NY  12.24%     VT   0.66%
UT   1.40%      OK             IL   2.64%    PA   4.19%     CT   2.97%
AZ   1.81%      TX   5.83%     MS   0.21%    VA   0.87%     NJ   1.48%
</TABLE>


                                  [PIE CHART]

                             Other (a)     38.93%
                             California    21.63%
                             New York      12.24%
                             Florida        7.41%
                             Texas          5.83%
                             Michigan       5.62%
                             Pennsylvania   4.19%
                             Nevada         4.15%


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.


                                       8

<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

                                  [PIE CHART]

                       Congregate Care             2.41%
                       Assisted Living Facility    1.43%
                       Mixed Use                   1.21%
                       Other                       1.84%
                       Multifamily                31.28%
                       Office                     27.80%
                       Retail                     15.76%
                       Industrial                  5.25%
                       Skilled Nursing             4.68%
                       Hospitality                 4.20%
                       Mobile Home Park            4.14%
<TABLE>
<CAPTION>
                                                                                                              WEIGHTED
                                                                                                              AVERAGE     WEIGHTED
                                                   PERCENTAGE                                   WEIGHTED     REMAINING    AVERAGE
                      NUMBER OF                   OF AGGREGATE                     WEIGHTED      AVERAGE       TERM TO    CUT-OFF
                      MORTGAGED    CUT-OFF DATE   CUT-OFF DATE  AVERAGE CUT-OFF     AVERAGE     MORTGAGE      MATURITY     DATE LTV
    PROPERTY TYPE     PROPERTIES     BALANCE         BALANCE      DATE BALANCE       DSCR         RATE         (MOS)        RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>         <C>             <C>           <C>                <C>          <C>           <C>         <C> 
Multifamily               95      $426,139,670       31.28%       $4,485,681         1.35x       6.758%        120.8        73.64%
Office                    45       378,719,662       27.80         8,415,992         1.38        7.238         126.3        69.22
Retail                    46       214,764,532       15.76         4,668,794         1.35        7.054         137.4        70.54
Industrial                21        71,462,831        5.25         3,402,992         1.42        6.828         126.9        71.30
Skilled Nursing           12        63,773,133        4.68         5,314,428         1.86        7.683         157.9        72.65
Hospitality               12        57,215,638        4.20         4,767,970         1.68        7.233         129.7        64.40
Mobile Home Park          14        56,432,789        4.14         4,030,914         1.96        6.272         121.0        54.16
Congregate Care            8        32,861,130        2.41         4,107,641         2.45        7.332         121.0        69.32
Assisted Living            5        19,491,609        1.43         3,898,322         1.24        7.056         119.0        78.52
Facility
Mixed Use                  2        16,489,414        1.21         8,244,707         1.50        7.309         119.0        61.64
Other                      9        25,020,790        1.84         2,780,088         1.95        6.831         145.4        54.00
                         ---    --------------      ------         
TOTAL/WTD. AVG.          269    $1,362,371,197      100.00%       $5,064,577         1.46X       7.011%        127.8        70.02%
                         ===    ==============      ======
</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.

                                       9
<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>
                                                                                                           WEIGHTED
                                                                                                            AVERAGE      WEIGHTED
                                                 PERCENTAGE OF                                WEIGHTED     REMAINING      AVERAGE
 RANGE OF DEBT       NUMBER OF                     AGGREGATE                     WEIGHTED     AVERAGE       TERM TO       CUT-OFF
 SERVICE COVERAGE     MORTGAGE    CUT-OFF DATE    CUT-OFF DATE AVERAGE CUT-OFF   AVERAGE      MORTGAGE     MATURITY      DATE LTV
 RATIOS                LOANS         BALANCE        BALANCE      DATE BALANCE     DSCR          RATE         (MOS)         RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>          <C>            <C>           <C>              <C>           <C>         <C>            <C>
1.00 - 1.09x (a)          12       $50,283,589         3.69%      $4,190,299      1.05x         6.933%       155.8        72.56%
1.10 - 1.19 (a)            7        39,875,231         2.93        5,696,462      1.17          6.879        131.8        76.13
1.20 - 1.24                5       107,303,597         7.88       21,460,719      1.23          7.090        118.8        72.28
1.25 - 1.29               32       245,785,545        18.04        7,680,798      1.27          7.057        135.2        75.02
1.30 - 1.34               35       256,348,567        18.82        7,324,245      1.32          7.196        121.7        74.42
1.35 - 1.39               25       144,733,192        10.62        5,789,328      1.38          7.092        125.2        70.59
1.40 - 1.49               35       170,044,675        12.48        4,858,419      1.43          6.884        129.0        71.79
1.50 - 1.59               31       100,881,955         7.40        3,254,257      1.53          6.996        140.9        66.94
1.60 - 1.79               18        66,115,785         4.85        3,673,099      1.67          6.669        119.3        66.01
1.80 - 1.89                7        61,236,066         4.49        8,748,009      1.88          7.241        125.2        52.81
1.90 - 2.19               10        73,881,594         5.42        7,388,159      2.07          6.596        122.6        54.88
2.20 - 4.99               12        45,881,402         3.37        3,823,450      2.96          6.849        107.0        56.69
                        ----     ---------------   --------
TOTAL/WTD. AVG.          229    $1,362,371,197       100.00%      $5,949,219      1.46X         7.011%       127.8        70.02%
                         ===     ==============      ======                                                                       

- -----------------------------------------------------------------------------------------------------------------------------------
</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>
                                                                                                              WEIGHTED
                                                                                                              AVERAGE     WEIGHTED
                                                      PERCENTAGE                                   WEIGHTED   REMAINING    AVERAGE
                         NUMBER OF                   OF AGGREGATE      AVERAGE      WEIGHTED      AVERAGE    TERM TO      CUT-OFF
 RANGE OF CUT-OFF DATE   MORTGAGE     CUT-OFF DATE   CUT-OFF DATE   CUT-OFF DATE      AVERAGE      MORTGAGE    MATURITY   DATE LTV
 LOAN TO VALUE RATIOS      LOANS        BALANCE         BALANCE        BALANCE         DSCR          RATE       (MOS)       RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                      <C>          <C>            <C>            <C>             <C>           <C>         <C>        <C> 
30.1 - 50.0%                 18       $109,348,262         8.03%     $6,074,903          2.13x        6.841%      119.6      45.59%
50.1 - 60.0                  25         89,378,208         6.56       3,575,128          1.64         6.966       127.3      55.73
60.1 - 65.0                  18         71,064,931         5.22       3,948,052          1.41         6.487       129.3      62.68
65.1 - 70.0                  33        236,371,680        17.35       7,162,778          1.55         7.064       129.6      67.66
70.1 - 75.0                  65        435,697,214        31.98       6,703,034          1.35         7.145       125.1      72.98
75.1 - 80.0 (a)              63        393,120,553        28.86       6,240,009          1.34         6.983       129.1      78.33
80.1 - 85.0 (a)               4         18,745,606         1.38       4,686,401          1.21         7.064       144.9      84.25
85.1 - 90.0 (a)               1          2,095,657         0.15       2,095,657          1.05         7.450       173.0      87.32
90.1 - 95.0 (a)               1          1,587,479         0.12       1,587,479          1.05         5.730       213.0      93.38
95.1 - 100.0 (a)              1          4,961,608         0.36       4,961,608          1.00         6.970       223.0      96.34
                          -----     ----------------   --------
TOTAL/WTD. AVG.             229     $1,362,371,197       100.00%     $5,949,219          1.46X        7.011%      127.8      70.02%
                            ===     ==============       ======                                                                    

- -----------------------------------------------------------------------------------------------------------------------------------
</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.


                                       10

<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>
                                                                                                              WEIGHTED
                                                                                                              AVERAGE     WEIGHTED
                                                    PERCENTAGE OF                                WEIGHTED    REMAINING     AVERAGE
                        NUMBER OF                     AGGREGATE        AVERAGE       WEIGHTED     AVERAGE     TERM TO      CUT-OFF
   RANGE OF              MORTGAGE    CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE     AVERAGE     MORTGAGE     MATURITY    DATE LTV
   MORTGAGE RATES         LOANS         BALANCE        BALANCE         BALANCE         DSCR        RATE        (MOS)        RATIO
  ---------------------------------------------------------------------------------------------------------------------------------
  <S>                   <C>         <C>             <C>            <C>               <C>         <C>          <C>         <C> 
  5.501 - 6.000%            16       $59,567,418          4.37%      $3,722,964         1.58x       5.784%      124.3        62.76%
  6.001 - 6.250             29       117,593,885          8.63        4,054,962         1.57        6.163       127.7        69.04
  6.251 - 6.500             26       146,273,178         10.74        5,625,891         1.56        6.377       124.2        67.34
  6.501 - 6.750             25       102,614,509          7.53        4,104,580         1.55        6.643       124.5        71.22
  6.751 - 7.000             46       283,934,998         20.84        6,172,500         1.37        6.929       132.8        71.40
  7.001 - 7.250             42       199,032,064         14.61        4,738,859         1.50        7.186       117.0        72.04
  7.251 - 7.500             25       181,890,306         13.35        7,275,612         1.34        7.395       126.5        73.60
  7.501 - 7.750              6       115,441,281          8.47       19,240,213         1.55        7.673       122.4        59.72
  7.751 - 8.000              9       113,363,091          8.32       12,595,899         1.36        7.819       126.3        73.44
  8.001 - 9.000              5        42,660,467          3.13        8,532,093         1.40        8.274       193.5        73.95
                         -----     ----------------   --------
  TOTAL/WTD. AVG.          229    $1,362,371,197        100.00%      $5,949,219         1.46X       7.011%      127.8        70.02%
                           ===     ==============       ======                                                                     
  ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
                  DISTRIBUTION OF REMAINING AMORTIZATION TERMS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                             WEIGHTED
                                                                                                             AVERAGE      WEIGHTED
                                                    PERCENTAGE OF                                WEIGHTED   REMAINING     AVERAGE
 RANGE OF               NUMBER OF                     AGGREGATE        AVERAGE       WEIGHTED    AVERAGE     TERM TO      CUT-OFF
 AMORTIZATION TERMS     MORTGAGE     CUT-OFF DATE    CUT-OFF DATE   CUT-OFF DATE      AVERAGE    MORTGAGE    MATURITY     DATE LTV
 (MONTHS)                 LOANS         BALANCE        BALANCE         BALANCE         DSCR        RATE       (MOS)        RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                     <C>         <C>             <C>             <C>               <C>        <C>         <C>          <C> 
 85 - 120                   1          $4,589,669          0.34%     $4,589,669          1.01x       7.250%    117.0         75.24%
121 - 180                  12          35,717,679          2.62       2,976,473          1.22        6.742     153.7         67.90
181 - 240                  15          54,494,984          4.00       3,632,999          2.01        7.167     162.4         67.10
241 - 300                  50         222,179,892         16.31       4,443,598          1.55        7.193     137.1         72.39
301 - 360                 149       1,042,974,107         76.56       6,999,826          1.42        6.972     123.2         69.74
361 - 380                   2           2,414,867          0.18       1,207,434          1.99        6.988     117.1         59.91
                        -----       -------------      --------
TOTAL/WTD. AVG.           229      $1,362,371,197        100.00%     $5,949,219          1.46X       7.011%    127.8         70.02%
                          ===       ==============       ======                                                                    
- -----------------------------------------------------------------------------------------------------------------------------------
</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.

                                       11
<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 ORIGINAL TERMS TO MATURITY
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                               WEIGHTED
                                                          PERCENTAGE                                            AVERAGE    WEIGHTED
                                                              OF                                   WEIGHTED    REMAINING   AVERAGE
                            NUMBER OF                     AGGREGATE      AVERAGE                   AVERAGE      TERM TO    CUT-OFF
 RANGE OF ORIGINAL TERMS    MORTGAGE     CUT-OFF DATE      CUT-OFF     CUT-OFF DATE    WEIGHTED    MORTGAGE     MATURITY    DATE LTV
 TO MATURITY (MONTHS)         LOANS         BALANCE      DATE BALANCE    BALANCE     AVERAGE DSCR    RATE        (MOS)       RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>               <C>           <C>           <C>           <C>          <C>        <C>
36 - 84                          3        $25,267,656         1.85%     $8,422,552        1.92x       6.810%       68.3     67.08%
101 - 120                      170      1,029,976,912        75.60       6,058,688        1.45        7.004       117.1     70.64
121 - 140                       12         89,719,557         6.59       7,476,630        1.76        6.847       122.6     59.61
141 - 180                       28        143,357,802        10.52       5,119,922        1.40        7.010       167.3     69.97
181 - 240                       16         74,049,270         5.44       4,628,079        1.29        7.372       226.8     75.04
                               ---     --------------       ------
TOTAL/WTD. AVG.                229     $1,362,371,197       100.00%     $5,949,219        1.46X       7.011%      127.8     70.02%
                               ===     ==============       ======                                                                
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
                   DISTRIBUTION OF REMAINING TERMS TO MATURITY
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                               WEIGHTED
                                                          PERCENTAGE                                            AVERAGE    WEIGHTED
                                                              OF                                    WEIGHTED   REMAINING   AVERAGE
                            NUMBER OF                     AGGREGATE      AVERAGE                    AVERAGE     TERM TO    CUT-OFF
 RANGE OF REMAINING TERMS   MORTGAGE     CUT-OFF DATE      CUT-OFF     CUT-OFF DATE    WEIGHTED     MORTGAGE   MATURITY    DATE LTV
 TO MATURITY (MONTHS)         LOANS         BALANCE      DATE BALANCE    BALANCE     AVERAGE DSCR     RATE       (MOS)       RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>               <C>           <C>           <C>           <C>         <C>          <C> 
36 - 84                          3        $25,267,656         1.85%    $8,422,552         1.92x       6.810%      68.3       67.08%
101 - 120                      173      1,039,401,446        76.29      6,008,101         1.45        7.008      117.0       70.53
121 - 140                       10         88,867,675         6.52      8,886,767         1.71        6.822      125.1       61.03
141 - 180                       27        134,785,150         9.89      4,992,043         1.40        6.998      169.1       69.76
181 - 240                       16          74,049,270        5.44      4,628,079         1.29        7.372      226.8       75.04
                              ----     ---------------    --------
TOTAL/WTD. AVG.                229     $1,362,371,197       100.00%    $5,949,219         1.46X       7.011%     127.8       70.02%
                               ===     ==============       ======                                                            
- -----------------------------------------------------------------------------------------------------------------------------------
</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.

                                       12
<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>
                                                                                                               WEIGHTED
                                                          PERCENTAGE                                            AVERAGE    WEIGHTED
                                                              OF                                  WEIGHTED     REMAINING   AVERAGE
                            NUMBER OF                     AGGREGATE      AVERAGE                  AVERAGE       TERM TO    CUT-OFF
                            MORTGAGE     CUT-OFF DATE      CUT-OFF     CUT-OFF DATE    WEIGHTED   MORTGAGE     MATURITY    DATE LTV
 AMORTIZATION TYPE            LOANS         BALANCE      DATE BALANCE    BALANCE     AVERAGE DSCR    RATE        (MOS)       RATIO
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>        <C>               <C>           <C>           <C>          <C>          <C>         <C>
Balloon                         192     $1,200,163,684       88.09%     $6,250,853        1.44x       7.035%     125.6        71.01%
Hyperamortizing                  18        109,584,603        8.04       6,088,033        1.80        6.782      120.6        59.62
Fully Amortizing                 19         52,622,910        3.86       2,769,627        1.23        6.948      191.3        69.06
                               ----    ---------------    --------
TOTAL/WTD. AVG.                 229     $1,362,371,197      100.00%     $5,949,219        1.46X       7.011%     127.8        70.02%
                                ===     ==============      ======                                                                  

- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

- -------------------------------------------------------------------------------
                      DISTRIBUTION OF PREPAYMENT PROVISIONS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                WEIGHTED
                                                                                                                 AVERAGE    WEIGHTED
                                                         PERCENTAGE                                WEIGHTED     REMAINING   AVERAGE
                            NUMBER OF                   OF AGGREGATE     AVERAGE                    AVERAGE      TERM TO    CUT-OFF
                             MORTGAGE    CUT-OFF DATE   CUT-OFF DATE   CUT-OFF DATE    WEIGHTED    MORTGAGE     MATURITY    DATE LTV
 PREPAYMENT PROVISION         LOANS         BALANCE        BALANCE       BALANCE     AVERAGE DSCR    RATE         (MOS)      RATIO
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>             <C>            <C>           <C>           <C>          <C>         <C>
Lockout/Defeasance              215     $1,279,221,968       93.90%     $5,949,870        1.46x      6.962%        126.3       70.01
Lockout/Greater of YM or         12         74,941,658        5.50       6,245,138        1.33       7.840         160.9       72.21
1% (a)
Lockout/Open                      2                           0.60       4,103,786        3.17       7.041          54.3       51.85
                              -----     --------------    --------
                                             8,207,571
TOTAL/WTD. AVG.                 229     $1,362,371,197      100.00%     $5,949,219        1.46X      7.011%        127.8       70.02
                                ===     ==============      ======                                                                  

- ------------------------------------------------------------------------------------------------------------------------------------
</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.


                                       13
<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/RENOVATED:          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.


                                       14

<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


<TABLE>
<CAPTION>
LOAN DETAILS
                                                                         CUT-OFF DATE                                   UWNCF
     LOAN #              PROPERTY NAME               LOCATION         PRINCIPAL BALANCE      CUT-OFF DATE LTV           DSCR
- -----------------------------------------------------------------------------------------------------------------------------------
<S>               <C>                           <C>                   <C>                       <C>                   <C>
   GMAC4300       Camden at Palmer Ranch        Sarasota, FL              $22,452,247              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.


                                       15

<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.




                                       16
<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


                                LOAN 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:             67.58%

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.


                                       17

<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.


(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.

                             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: $10,825
                                   Other Loans:   $7,551 - $16,564

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

- ---------
(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.



                                       18

<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
     LOAN #                  PROPERTY NAME                    LOCATION          PRINCIPAL BALANCE    CUT-OFF DATE LTV   UNWCF 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
- ----------------- ------------------------------------- ---------------------- --------------------- ------------------ ----------
(a)  The Uniprop Fund II loans.
</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.


                                       19





<PAGE>

                                                                   Exhibit 99.2

                                                            GMAC
               AGENCY RATING                               99 C1
               AAA Sub                                     30.00%
               BBB Sub                                     13.50%
               BB Sub                                       7.50%

               Deal Size                               $1,362.37
               Date                                       2/9/99
               Top 10 Loans                                34.74%
               Top 3 Loans                                 14.41%

               DEAL STATISTICS
               WA DSCR                                      1.46
               Min. DSCR                                    1.00
               % DSCR < 1.25%                              14.49%
               WA LTV                                      70.02%
               Max. LTV                                    96.34%
               % LTV > 75%                                 31.58%
               % LTV > 80%                                  2.01%
               1st Stressed DSCR
               1st Stressed LTV
               2nd Stressed DSCR
               2nd Stressed LTV

               PROPERTY TYPES
               % Hotel/Hospitality/Lodging                  4.20%
               % Office                                    27.80%
               % Retail                                    15.76%
               % Multifamily                               31.28%
               % Industrial                                 5.25%
               % Mobile Home Park                           4.14%
               % Mixed Use                                  1.21%
               % Skilled Nursing                            4.68%
               % Assisted Living Facility                   1.43%
               % Congregate Care                            2.41%
               % Other                                      1.84%
                                                        --------
                                                          100.00%
                                                        --------

Disclaimer:

No securities are being offered by these summary materials. If the securities
described herein or other securities are ultimately offered, they will be
offered only pursuant to a definitive offering circular, and prospective
investors who consider purcha 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 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

<PAGE>

             Deal Size
             --------------------------------------------------------
                                      Top 3
             Property Types           States                % Deal
             --------------------------------------------------------
             % Lodging
                                      TX                        1.413
                                      DC                        0.870
                                      OH                        0.447
                                                      ---------------
                                                                2.73
                                                      ===============
             % Office
                                      CA                       10.355
                                      NY                        5.185
                                      MI                        2.975
                                                      ---------------
                                                               18.515
                                                      ===============
             % Retail
                                      NY                        4.865
                                      CA                        2.529
                                      FL                        2.51
                                                      ---------------
                                                                9.904
                                                      ===============
             % Multifamily
                                      CA                        4.839
                                      MO                        2.330
                                      IA                        2.241
                                                      ---------------
                                                                9.41
                                                      ===============
             % Industrial
                                      CA                        2.482
                                      MD                        0.671
                                      GA                        0.554
                                                      ---------------
                                                                3.707
                                                      ===============
             % Mobile Home park
                                      NV                        0.974
                                      CO                        0.757
                                      MI                        0.660
                                                      ---------------
                                                                2.391
                                                      ===============
             % Self Storage
                                      GA                        0.417
                                      CA                        0.356
                                      FL                        0.085
                                                      ---------------
                                                                0.858
                                                      ===============
             % Mixed Use
                                      NY                        0.660
                                      CA                        0.550
                                                                    0
                                                      ---------------
                                                                1.210
                                                      ===============
             % Convenience Store

             % Skilled Nursing
                                      PA                        2.058
                                      TX                        1.470
                                      IL                        0.438
                                                      ---------------
                                                                3.966
                                                      ===============
             % Other
                                      VT                        0.659
                                      CA                        0.382
                                                      ---------------
                                                                1.041
                                                      ===============



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