FEDERAL DEPOSIT INSURANCE CORPORATION

RE: GMAC Commercial Mortgage Bank (In Organization)
Midvale, Utah
Application for Federal Deposit Insurance

ORDER

The undersigned, acting on behalf of the Board of Directors pursuant to delegated authority, has fully considered all available facts and information relevant to the factors of Section 6 of the Federal Deposit Insurance Act and relating to the application for Federal deposit insurance with membership in the Bank Insurance Fund for GMAC Commercial Mortgage Bank to be located at 6955 Union Park Center, Suite 330, Midvale, Salt Lake County, Utah, and has concluded that the application should be approved.

Accordingly, it is hereby ORDERED that the application submitted by GMAC Commercial Mortgage Bank for Federal deposit insurance be, and the same hereby is, approved subject to the following conditions:

1) That beginning paid-in capital funds of not less than $200,000,000 be provided, of which not less than $1,000 shall be allocated to common capital and not less than $199,999,000 shall be allocated to surplus and other segregations;

2) That a ratio of Tier 1 capital to total assets of at least 8% and an adequate allowance for loan and lease losses be maintained during the first three years of operation from the date insurance is effective;

3) That the bank obtain an annual audit of its financial statements by an independent auditor for at least the first three years after deposit insurance coverage is effective, furnish a copy of any reports by the independent auditor (including management letters) to the New York Regional Director of the FDIC within 15 days after their receipt by the bank, and notify the Regional Director within 15 days when a change in its independent auditor occurs;

4) That until the conditional commitment of the FDIC becomes effective, the Corporation shall have the right to alter, suspend, or withdraw the said commitment should any interim development be deemed to warrant such action;

5) That the bank shall operate within the parameters of the business plan submitted to the FDIC. Furthermore, during the first three years of operations, the bank shall notify the Regional Director of any proposed major deviation or material change from the submitted plan 60 days before consummation of the change;

6) That the bank shall maintain documentation to establish compliance with Sections 23A and 23B of the Federal Reserve Act, specifically that all transactions with affiliated institutions are at market rates and conditions or terms more favorable to the bank; and

7) That if deposit insurance has not become effective within one year from the date of this ORDER or unless, in the meantime, a request for an extension of time has been approved by the Corporation, the consent granted shall expire on said date.

Dated at New York, New York, this 28th day of February 2003

Christopher J. Spoth
Regional Director